Prospectus Supplement No. 5 Filed pursuant to Rule 424(b)(3)
(To Prospectus dated November 29, 2021) Registration Statement No. 333-261137
BIRD GLOBAL, INC.
This prospectus supplement updates, amends and supplements the prospectus dated November 29, 2021 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-261137) as amended. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This prospectus supplement is being filed to update, amend, and supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-K filed with the SEC on May 20, 2022, which is set forth below.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
Our shares of Class A common stock are listed on the NYSE under the symbol “BRDS.” On May 19, 2022, the closing sale price of our Class A common stock was $0.79 per share. Our public warrants are listed on the NYSE under the symbol “BRDS WS.” On May 19, 2022, the closing sale price of our public warrants was $0.13 per warrant.
Investing in shares of our Class A common stock or warrants involves risks that are described in the “Risk Factors” section beginning on page 14 of the Prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is May 20, 2022
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 20, 2022 (May 19, 2022)
Bird Global, Inc.
(Exact name of Registrant as Specified in Its Charter)
|Delaware|| ||001-41019|| ||86-3723155|
(State or Other Jurisdiction
392 NE 191st Street #20388
Miami, Florida 33179
(Address of principal executive offices and zip code)
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ||☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
| ||☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
| ||☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
| ||☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class|| |
Name of each exchange
on which registered
|Class A common stock, par value $0.0001 per share|| ||BRDS|| ||The New York Stock Exchange|
|Warrants, each whole warrant exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share|| ||BRDS WS|| ||The New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Pursuant to that certain Standby Equity Purchase Agreement, dated May 16, 2022 (the “Purchase Agreement”), with YA II PN, Ltd. (“Yorkville”), Bird Global, Inc. (the “the Company”) entered into a promissory note, dated May 19, 2022 (the “Promissory Note”), with Yorkville evidencing a pre-advance loan in a principal amount of $21,000,000, issued with 4.76% original issue discount for gross proceeds to the Company of $20,000,000. The Promissory Note was issued to Yorkville in a private placement exempt from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof. The Promissory Note provides for customary events of default, and the Purchase Agreement provides for customary representations and warranties with respect to the Promissory Note. The other terms of the Promissory Note were previously disclosed in the Company’s Quarterly Report on Form 10-Q filed on May 16, 2022, which disclosure is incorporated herein by reference.
The foregoing is a summary description of certain terms of the Promissory Note. For a full description of all terms, please refer to the copy of the Purchase Agreement, which was filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission on May 16, 2022, and the Promissory Note that is filed as Exhibit 4.1 to this Current Report on Form 8‑K, each of which is incorporated herein by reference.
This Current Report on Form 8‑K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required by this Item 2.03 is included or incorporated by reference under Item 1.01 of this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| || ||Bird Global, Inc.|| |
|Date: May 20, 2022|| || ||By:|| ||/s/ Yibo Ling|| |
| || ||Name:|| ||Yibo Ling|| |
| || ||Title:|| ||Chief Financial Officer|| |