SWBK.U / Switchback II Corporation Units, each consisting of one Class A ordinary share and one fifth of one - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

SWBK / Switchback II Corporation / CITADEL ADVISORS LLC - SWITCHBACK II CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Switchback II Corp (Name of Issuer) Class A common stock, $0.0001 par value per share (the ?Shares?) (Title of Class of Securities) G8633T1

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 16, 2021, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 15, 2021, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 15, 2021, pursuant to the provisions of Rule 12d2-2 (a).

Switchback II Corporation Shareholders Approve Business Combination with Bird Rides, Inc.

Exhibit 99.1 Switchback II Corporation Shareholders Approve Business Combination with Bird Rides, Inc. (Los Angeles, CA & Dallas, TX) ? November 2, 2021 ? Switchback II Corporation (NYSE: SWBK; ?Switchback II?) announced that its shareholders have voted to approve the business combination (approximately 98% voted in favor) and all other proposals related to the previously announced business combin

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2021 Switchback II Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39863 98-1564143 (State or other jurisdiction of incorporation) (C

Switchback II Corporation Expected to Close Business Combination with Bird, a Category Creator and Leader in Electric Micromobility, on November 4, 2021 Extraordinary General Meeting of Switchback II Shareholders to be Held on November 2, 2021

Filed by Switchback II Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.

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Filed by Switchback II Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.

Switchback II Corporation Expected to Close Business Combination with Bird, a Category Creator and Leader in Electric Micromobility, on November 4, 2021 Extraordinary General Meeting of Switchback II Shareholders to be Held on November 2, 2021

Filed by Bird Global, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.: 001-39863 Date: November 1, 2021 Switchback II Corporation Expected to Close Business Combination with Bird, a Category Creator and Leader in Electric Micromobility, on Nov

Bird to Announce Third Quarter 2021 Results

425 1 d431538d425.htm 425 Filed by Bird Global, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.: 001-39863 Date: October 27, 2021 Bird to Announce Third Quarter 2021 Results (Los Angeles, CA) – October 27, 2021 – Bird Rides, Inc. (“Bird” or th

2

Filed by Switchback II Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.

Bird to Announce Third Quarter 2021 Results

Filed by Switchback II Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.

2

Filed by Bird Global, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.: 001-39863 Date: October 21, 2021 The following communications were made available by Switchback II Corporation on Stocktwits on October 21, 2021 and similar communications

2

Filed by Switchback II Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.

THE WALL STREET JOURNAL

Filed by Switchback II Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.

Amendment No. 1 to Master Scooter Operating Lease and Servicing Agreement, dated as of October 12, 2021, by and between Bird US Opco, LLC, as lessor, and Bird Rides, Inc., as lessee and servicer.

Exhibit 10.2 Execution Version AMENDMENT NO. 1 TO MASTER SCOOTER OPERATING LEASE AND SERVICING AGREEMENT AMENDMENT NO. 1 TO MASTER SCOOTER OPERATING LEASE AND SERVICING AGREEMENT, dated as of October 12, 2021 (this ?Agreement?), by and among Bird US Opco, LLC, a Delaware limited liability company, as lessor (in such capacity, the ?Lessor?) and Bird Rides, Inc., a Delaware corporation, as a lessee

THE WALL STREET JOURNAL

Filed by Bird Global, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.: 001-39863 Date: October 18, 2021 THE WALL STREET JOURNAL By Eliot Brown Oct. 16, 2021 12:00 am ET Archer Aviation Inc. is years from producing its only planned product, a f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 18, 2021 Switchback II Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39863 98-1564143 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 18, 2021 (October 12, 202

425 1 d208608d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 18, 2021 (October 12, 2021) Bird Global, Inc. (Exact name of registrant as specified in its charter) Delaware 333-256187 86-3723155 (State or other ju

Amendment No. 2 to Loan and Security Agreement, dated as of October 12, 2021, by and among each of the lenders signatory hereto, Bird US Opco, LLC, as borrower, Bird US Holdco LLC, as holdco guarantor, and Midcap Financial Trust, in its capacity as administrative agent.

Exhibit 10.1 Execution Version AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT, dated as of October 12, 2021 (this ?Agreement?), by and among each of the Lenders signatory hereto, the Borrower (as defined below), the Holdco Guarantor (as defined below), and Midcap Financial Trust, in its capacity as Administrative Agent. WHEREAS, reference is hereby ma

Bird Announces Upsizing of Vehicle Financing Credit Facility with Apollo to $150 Million

Exhibit 99.1 Bird Announces Upsizing of Vehicle Financing Credit Facility with Apollo to $150 Million (Los Angeles, CA) ? October 12, 2021 ? Bird Rides, Inc. (?Bird? or the ?Company?), a leader in environmentally friendly electric transportation, today announced that it has secured commitments from Apollo Investment Corporation (NASDAQ: AINV) and MidCap Financial Trust (each managed or advised by

Bird Announces Upsizing of Vehicle Financing Credit Facility with Apollo to $150 Million

Filed by Bird Global, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.: 001-39863 Date: October 14, 2021 Bird Announces Upsizing of Vehicle Financing Credit Facility with Apollo to $150 Million (Los Angeles, CA) ? October 14, 2021 ? Bird Rides,

Bird Announces Upsizing of Vehicle Financing Credit Facility with Apollo to $150 Million

Filed by Switchback II Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.

iled by Switchback II Corporation

Filed by Switchback II Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 7, 2021 Switchback II Cor

425 1 d208853d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 7, 2021 Switchback II Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39863 98-1564143 (State or other jurisdic

Bird Global and Switchback II Corporation Announces November 2, 2021 Extraordinary General Meeting Date to Approve Proposed Business Combination

Exhibit 99.1 Bird Global and Switchback II Corporation Announces November 2, 2021 Extraordinary General Meeting Date to Approve Proposed Business Combination (Los Angeles, CA & Dallas, TX) ? October 7, 2021 ? Bird Global, Inc. (?Bird Global?) and Switchback II Corporation (NYSE: SWBK) (?Switchback II?) today announced that the Extraordinary General Meeting of Switchback II (the ?Extraordinary Gene

Filed by Bird Global, Inc.

Filed by Bird Global, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.: 001-39863 Date: October 7, 2021 Important Information About the Proposed Transaction and Where to Find It In connection with the proposed business combination, Bird Global,

iled by Bird Global, Inc.

Filed by Bird Global, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.: 001-39863 Date: October 7, 2021 Important Information About the Proposed Transaction and Where to Find It In connection with the proposed business combination, Bird Global,

Bird Global and Switchback II Corporation Announces November 2, 2021 Extraordinary General Meeting Date to Approve Proposed Business Combination

Filed by Bird Global, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.: 001-39863 Date: October 7, 2021 Bird Global and Switchback II Corporation Announces November 2, 2021 Extraordinary General Meeting Date to Approve Proposed Business Combina

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

iled by Switchback II Corporation

Filed by Switchback II Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 7, 2021 Switchback II Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39863 98-1564143 (State or other jurisdiction of incorporation) (Co

Bird Global and Switchback II Corporation Announces November 2, 2021 Extraordinary General Meeting Date to Approve Proposed Business Combination

Exhibit 99.1 Bird Global and Switchback II Corporation Announces November 2, 2021 Extraordinary General Meeting Date to Approve Proposed Business Combination (Los Angeles, CA & Dallas, TX) ? October 7, 2021 ? Bird Global, Inc. (?Bird Global?) and Switchback II Corporation (NYSE: SWBK) (?Switchback II?) today announced that the Extraordinary General Meeting of Switchback II (the ?Extraordinary Gene

Filed by Switchback II Corporation

Filed by Switchback II Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.

Bird & Switchback II CEOs in Fireside Chat with IPO Edge and the Palm Beach Hedge Fund Association

Filed by Bird Global, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.: 001-39863 Date: September 2, 2021 Bird & Switchback II CEOs in Fireside Chat with IPO Edge and the Palm Beach Hedge Fund Association 1 00:00:22.140 - > 00:00:34.860 Jarrett

Bird & Switchback II CEOs in Fireside Chat with IPO Edge and the Palm Beach Hedge Fund Association

Filed by Switchback II Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.

Filed by Bird Global, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.: 001-39863 Date: August

425 Filed by Bird Global, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.: 001-39863 Date: August 19, 2021Filed by Bird Global, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Secur

Bird Announces Record Second Quarter and First Half Fiscal 2021 Financial Results Second Quarter Revenue Increased by 477% Over the Same Period in 2020 and 43% Over 2019 Revenue Exceeded Second Quarter Expectation by 36% Investor Call Scheduled for T

Filed by Bird Global, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.: 001-39863 Date: August 19, 2021 Bird Announces Record Second Quarter and First Half Fiscal 2021 Financial Results Second Quarter Revenue Increased by 477% Over the Same Per

• • • • •• • • • •

Exhibit 99.1Exhibit 99.1 ? ? ? ? ?? ? ? ? ? ? ? ?? ? ? ??? ??? ?????? ??? ??? ? ? ? ? Sources $M Uses $M SWBK Shares $ 2,400 Equity Consideration to Bird Shareholders? $ 2,400 SWBK Cash in Trust 316 Cash to Balance Sheet 428 PIPE? 160 Transaction Fees 48 Total Sources $ 2,876 Total Uses $ 2,876 Pro Forma Capitalization Cash and Cash Equivalents (from de-SPAC) $ 428 (+) Bird Cash on Balance Sheet 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2021 Switchback II Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2021 Switchback II Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39863 98-1564143 (State or other jurisdiction of incorporation) (Co

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2021 Switchback II Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39863 98-1564143 (State or other jurisdiction of incorporation) (Co

Bird Announces Record Second Quarter and First Half Fiscal 2021 Financial Results Second Quarter Revenue Increased by 477% Over the Same Period in 2020 and 43% Over 2019 Revenue Exceeded Second Quarter Expectation by 36% Investor Call Scheduled for T

Filed by Switchback II Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.

Filed by Bird Global, Inc.

425 1 d431538d425.htm 425 Filed by Bird Global, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Registration No.: 333-256187 Date: August 16, 2021 Company Name: Bird (BIRD) Event: Canaccord Genuity 41st Annual Growth Conference Date: August 12, 2021 <> All right.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Switchback II Corporation (Exact name of registrant as

Filed by Switchback II Corporation

Filed by Switchback II Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.

Filed by Switchback II Corporation

Filed by Switchback II Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Switchback II Corp (Exact name of registrant as specif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Switchback II Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) (CUSIP Number) May 12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Switchback II Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G8633T115 (CUSIP Number) May 12, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which this Schedule

JOINT FILING AGREEMENT

EX-99.1 2 tm2117367d2ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of Switchback II Corporation, a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Se

Filed by Switchback II Corporation

Filed by Switchback II Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.

Filed by Bird Global, Inc.

425 1 d160364d425.htm 425 Filed by Bird Global, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.: 001-39863 Date: May 17, 2021 Bird CEO on micromobility industry: ‘the future is electrified transportation Fri, May 14, 2021, 11:55 AM Yahoo Finan

SEC FILE NUMBER

SEC FILE NUMBER 001-39863 CUSIP NUMBER G8633T 115 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Filed by Bird Global, Inc.

Filed by Bird Global, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.: 001-39863 Date: May 12, 2021 Important Information About the Proposed Transaction and Where to Find It In connection with the proposed business combination, Bird Global, In

Filed by Switchback II Corporation

Filed by Switchback II Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.

INTERNAL Q&A Bird to become publicly traded company through merger with Switchback II Corporation

Filed by Bird Global, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.: 001-39863 Date: May 12, 2021 INTERNAL Q&A Bird to become publicly traded company through merger with Switchback II Corporation What is happening? Today, we announced that w

Filed by Switchback II Corporation

Filed by Switchback II Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.

INTERNAL Q&A Bird to become publicly traded company through merger with Switchback II Corporation

Filed by Switchback II Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.

Filed by Bird Global, Inc.

Filed by Bird Global, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Switchback II Corporation Commission File No.: 001-39863 Date: May 12, 2021 CNBC TechCheck ? 5/12/21 TechCheck?s Bosa speaks with Bird CEO Travis VanderZanden on going public via SPAC Speaker 1: Travis, good morning. I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2021 Switchback II Corpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2021 Switchback II Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39863 98-1564143 (State or other jurisdiction of incorporation) (Commi

Business Combination Agreement, dated as of May 11, 2021, by and among Switchback II Corporation, Maverick Merger Sub Inc., Bird Rides, Inc., and Bird Global, Inc. (incorporated by reference to Exhibit 2.1 of Switchback II Corporation’s Current Report on Form 8-K (File No. 001-39863) filed with the SEC on May 12, 2021).

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among SWITCHBACK II CORPORATION, MAVERICK MERGER SUB INC., BIRD RIDES, INC. and BIRD GLOBAL, INC. Dated as of May 11, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 1.01 Certain Definitions 3 1.02 Further Definitions 18 1.03 Construction 20 ARTICLE II AGREEMENT AND PLAN OF MERGER 21 2.01 The Mergers 21 2.02 Effective Times; Closing 21 2.03 Eff

Switchback II Corporation and Bird - Investor Call Transcript

Exhibit 99.2 Switchback II Corporation and Bird - Investor Call Transcript CORPORATE PARTICIPANTS Jim Mutrie, Co-Chief Executive Officer and Director of Switchback II Corporation Travis VanderZanden, Founder and Chief Executive Officer of Bird Operator: Good morning, ladies and gentlemen, thank you for standing-by. And welcome to the Switchback II Corporation and Bird Conference Call and Webcast.

Bird, a Category Creator and Leader in Electric Micromobility, to Become A Public Company via Merger with Switchback II Corporation $200 million in capital committed through a $160 million PIPE led by Fidelity Investments and a $40 million vehicle fi

Exhibit 99.1 Bird, a Category Creator and Leader in Electric Micromobility, to Become A Public Company via Merger with Switchback II Corporation $200 million in capital committed through a $160 million PIPE led by Fidelity Investments and a $40 million vehicle financing credit facility through Apollo Investment Corporation and MidCap Financial Trust Transaction Values Bird at an Enterprise Value o

Switchback II Corporation and Bird - Investor Call Transcript

Exhibit 99.2 Switchback II Corporation and Bird - Investor Call Transcript CORPORATE PARTICIPANTS Jim Mutrie, Co-Chief Executive Officer and Director of Switchback II Corporation Travis VanderZanden, Founder and Chief Executive Officer of Bird Operator: Good morning, ladies and gentlemen, thank you for standing-by. And welcome to the Switchback II Corporation and Bird Conference Call and Webcast.

Report of Independent Registered Public Accounting Firm

Exhibit 99.4 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Bird Rides, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Bird Rides, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, redeemable convertible prefe

Form of Subscription Agreement

Exhibit 10.3 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this 11th day of May, 2021, by and between Switchback II Corporation, a Cayman Islands exempted company (?Switchback?), and the undersigned (?Subscriber?). WHEREAS, substantially concurrently with the execution and delivery of this Subscription Agreement, Switchback is entering into that

Letter Agreement Amendment, dated May 11, 2021, by and among SPAC and the officers and directors of SPAC party thereto.

Exhibit 10.2 AMENDMENT NO. 1 TO LETTER AGREEMENT This Amendment No. 1 (this ?Amendment?), dated as of May 11, 2021 and effective as of the Effective Date (as defined below), to the Letter Agreement (as defined below) is entered into by and among Switchback II Corporation, a Cayman Islands exempted company (?SPAC?), NGP Switchback II, LLC, a Delaware limited liability company (?Sponsor?), and each

Founders Shares Letter, dated as of May 11, 2021, by and among Switchback and the initial shareholders of Switchback named therein (incorporated by reference to Exhibit 10.1 to Switchback’s Current Report on Form 8-K (File No. 001-39863) filed with the SEC on May 12, 2021).

Exhibit 10.1 May 11, 2021 SWITCHBACK II CORPORATION 5949 Sherry Lane, Suite 1010 Dallas, TX 75225 Attention: Jim Mutrie, Co-Chief Executive Officer Reference is made to that certain Business Combination Agreement and Plan of Reorganization (the ?BCA?), to be dated as of the date hereof, by and among Bird Rides, Inc., a Delaware corporation (the ?Company?), Switchback II Corporation, a Cayman Islan

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2021 Switchback II Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39863 98-1564143 (State or other jurisdiction of incorporation) (Commi

Form of Subscription Agreement.

Exhibit 10.3 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this 11th day of May, 2021, by and between Switchback II Corporation, a Cayman Islands exempted company (?Switchback?), and the undersigned (?Subscriber?). WHEREAS, substantially concurrently with the execution and delivery of this Subscription Agreement, Switchback is entering into that

Founders Shares Letter, dated May 11, 2021 by and among SPAC, Sponsor and the Founder Shareholders.

Exhibit 10.1 May 11, 2021 SWITCHBACK II CORPORATION 5949 Sherry Lane, Suite 1010 Dallas, TX 75225 Attention: Jim Mutrie, Co-Chief Executive Officer Reference is made to that certain Business Combination Agreement and Plan of Reorganization (the ?BCA?), to be dated as of the date hereof, by and among Bird Rides, Inc., a Delaware corporation (the ?Company?), Switchback II Corporation, a Cayman Islan

• • • • •• • • • •

Exhibit 99.3Exhibit 99.3 ? ? ? ? ?? ? ? ? ? ? ? ?? ? ? ? ? ? ? ?? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ?? ? ? ? ? ? ? ? ? ? ? ? ? ? ?? ? ? ??? ??? ?????? ??? ??? Sources $M Uses $M ? SWBK Shares $ 2,400 Equity Consideration to Bird Shareholders? $ 2,400 SWBK Cash in Trust 316 Cash to Balance Sheet 428 PIPE? 160 Transaction Fees 48 ? Total Sources $ 2,876 Total Uses $ 2,876 ? Pro Forma Capitalization Cash

Business Combination Agreement, dated as of May 11, 2021, by and among SPAC, Merger Sub, the Company and Holdings.

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among SWITCHBACK II CORPORATION, MAVERICK MERGER SUB INC., BIRD RIDES, INC. and BIRD GLOBAL, INC. Dated as of May 11, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 1.01 Certain Definitions 3 1.02 Further Definitions 18 1.03 Construction 20 ARTICLE II AGREEMENT AND PLAN OF MERGER 21 2.01 The Mergers 21 2.02 Effective Times; Closing 21 2.03 Eff

Bird, a Category Creator and Leader in Electric Micromobility, to Become A Public Company via Merger with Switchback II Corporation $200 million in capital committed through a $160 million PIPE led by Fidelity Investments and a $40 million vehicle fi

Exhibit 99.1 Bird, a Category Creator and Leader in Electric Micromobility, to Become A Public Company via Merger with Switchback II Corporation $200 million in capital committed through a $160 million PIPE led by Fidelity Investments and a $40 million vehicle financing credit facility through Apollo Investment Corporation and MidCap Financial Trust Transaction Values Bird at an Enterprise Value o

• • • • •• • • • •

Exhibit 99.3Exhibit 99.3 ? ? ? ? ?? ? ? ? ? ? ? ?? ? ? ? ? ? ? ?? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ?? ? ? ? ? ? ? ? ? ? ? ? ? ? ?? ? ? ??? ??? ?????? ??? ??? Sources $M Uses $M ? SWBK Shares $ 2,400 Equity Consideration to Bird Shareholders? $ 2,400 SWBK Cash in Trust 316 Cash to Balance Sheet 428 PIPE? 160 Transaction Fees 48 ? Total Sources $ 2,876 Total Uses $ 2,876 ? Pro Forma Capitalization Cash

Amendment No. 1 to Letter Agreement, dated as of May 11, 2021, by and among Switchback, its officers, its directors, and the Sponsor (incorporated by reference to Exhibit 10.2 to Switchback’s Current Report on Form 8-K (File No. 001-39863) filed with the SEC on May 12, 2021).

Exhibit 10.2 AMENDMENT NO. 1 TO LETTER AGREEMENT This Amendment No. 1 (this ?Amendment?), dated as of May 11, 2021 and effective as of the Effective Date (as defined below), to the Letter Agreement (as defined below) is entered into by and among Switchback II Corporation, a Cayman Islands exempted company (?SPAC?), NGP Switchback II, LLC, a Delaware limited liability company (?Sponsor?), and each

Report of Independent Registered Public Accounting Firm

Exhibit 99.4 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Bird Rides, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Bird Rides, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, redeemable convertible prefe

Description of Securities of Switchback II Corporation

Exhibit 4.5 DESCRIPTION OF SECURITIES The following is a summary of the material terms of our securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), as of March 31, 2021 and provisions of our amended and restated memorandum and articles of association. The summary is subject to and qualified in its entirely by reference to the amended and re

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K (File No. 001-39863) filed with the SEC on March 31, 2021).

Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Switchback II Corporation (ROC #366815) (the "Company") TAKE NOTICE that by written resolution of the sole shareholder of the Company dated 7 January 2021, the following resolution was passed: 1 Adoption of Amended and Restated Memorandum and Articles of Association It is resolved as a s

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39863 Switchback II C

Switchback II Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing March 1, 2021

Exhibit 99.1 Switchback II Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing March 1, 2021 DALLAS, Texas, February 26, 2021 ? Switchback II Corporation (NYSE: SWBK.U) (the ?Company?) announced that, commencing March 1, 2021, holders of the units sold in the Company?s initial public offering may elect to separately trade the Class A ordinary shares a

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 26, 2021 Switchback II Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39863 98-1564143 (State or other jurisdiction of incorporation) (

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Switchback II Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G8633T123** (CUSIP Number) January 12, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the

SWITCHBACK II CORPORATION

Exhibit 99.1 SWITCHBACK II CORPORATION Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Switchback II Corporation Opinion on the Financial Statement We have audited the accompanying balance sheet of Switchback II Corporation (the "C

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2021 Switchback II Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39863 98-1564143 (State or other jurisdiction of (Commission File

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to Switchback’s Current Report on Form 8-K (File No. 001-39863) filed with the SEC on January 12, 2021).

Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Switchback II Corporation (ROC #366815) (the "Company") TAKE NOTICE that by written resolution of the sole shareholder of the Company dated 7 January 2021, the following resolution was passed: 1 Adoption of Amended and Restated Memorandum and Articles of Association It is resolved as a s

Private Placement Warrants Purchase Agreement, dated January 7, 2021, between Switchback and the Sponsor (incorporated by reference to Exhibit 10.4 to Switchback’s Current Report on Form 8-K (File No. 001-39863) filed with the SEC on January 12, 2021).

Exhibit 10.4 SWITCHBACK II CORPORATION 5949 Sherry Lane, Suite 1010 Dallas, TX 75225 January 7, 2021 NGP Switchback II, LLC 5949 Sherry Lane, Suite 1010 Dallas, TX 75225 Re:Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Switchback II Corporation (the “Company”) and NGP Switchback II, LLC (“NGP”), dated as of the date hereof, will confirm our agreement

Switchback II Corporation Announces Pricing of Upsized $275,000,000 Initial Public Offering

Exhibit 99.1 Switchback II Corporation Announces Pricing of Upsized $275,000,000 Initial Public Offering DALLAS—January 7, 2021- Switchback II Corporation (the “Company”) announced today the pricing of its upsized initial public offering (“IPO”) of 27,500,000 units at a price of $10.00 per unit. The units will be listed on the New York Stock Exchange (the “NYSE”) and trade under the ticker symbol

Private Placement Warrants Purchase Agreement, dated January 7, 2021, between the Company and the Sponsor.

Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 7, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Switchback II Corporation, a Cayman Islands exempted company (the “Company”), and NGP Switchback II, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS,

Letter Agreement, dated January 7, 2021, among Switchback, its officers, its directors, and the Sponsor (incorporated by reference to Exhibit 10.1 to Switchback’s Current Report on Form 8-K (File No. 001-39863) filed with the SEC on January 12, 2021).

Exhibit 10.1 January 7, 2021 Switchback II Corporation 5949 Sherry Lane, Suite 1010 Dallas, TX 75225 Re:Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Switchback II Corporation, a Cayman Islands exempted company (the “Company”), and G

Investment Management Trust Agreement, dated January 7, 2021, between Switchback and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to Switchback’s Current Report on Form 8-K (File No. 001-39863) filed with the SEC on January 12, 2021).

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 7, 2021 by and between Switchback II Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 7, 2021 Switchback II Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39863 98-1564143 (State or other jurisdiction of (Commission File N

Registration Rights Agreement, dated January 7, 2021, among Switchback, the Sponsor, and the other parties named therein (incorporated by reference to Exhibit 10.3 to Switchback’s Current Report on Form 8-K (File No. 001-39863) filed with the SEC on January 12, 2021).

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 7, 2021, is made and entered into by and among Switchback II Corporation, a Cayman Islands exempted company (the “Company”), NGP Switchback II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (e

Warrant Agreement, dated January 7, 2021, between Switchback and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of Switchback’s Current Report on Form 8-K filed with the SEC on January 12, 2021).

Exhibit 4.4 WARRANT AGREEMENT between SWITCHBACK II CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of January 7, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 7, 2021, is by and between Switchback II Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as

$275,000,000 27,500,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-251487 Registration No. 333-251950 $275,000,000 27,500,000 Units Switchback II Corporation is a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or

- S-1MEF

As filed with the U.S. Securities and Exchange Commission on January 7, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Switchback II Corporation (Exact Name of Registrant as Specified in its Charter) Cayman Islands 6770 98-1564143 (State or other jurisdiction of incorporation or org

- FORM 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Switchback II Corporation (Exact name of registrant as specified in its charter) Cayman Islands 98-1564143 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identifi

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January 5, 2021 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.

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Switchback II Corporation 5949 Sherry Lane, Suite 1010 Dallas, TX 75225 (972) 514-9535 January 5, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.

- S-1/A

As filed with the U.S. Securities and Exchange Commission on January 4, 2021. Registration No. 333-251487 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Switchback II Corporation (Exact Name of Registrant as Specified in its Charter) Cayman Islands 6770 98-1564143 (State or other Jurisdicti

Consent of Precious Owodunni.*

Exhibit 99.2 Consent of Director Nominee Switchback II Corporation Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Switchback II Corporation, the undersigned hereby consents to being named and described as a director nominee in the Regist

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 of Switchback’s Registration Statement on Form S-1 (Registration No. 333-251487) filed with the SEC on December 31, 2020).

Exhibit 10.7 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2021, by and between SWITCHBACK II CORPORATION, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors or officers unless they are provide

Form of Underwriting Agreement.*

Exhibit 1.1 Switchback II Corporation 25,000,000 Units Underwriting Agreement [●], 2021 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 As Representative of the several Underwriters named in Schedule I hereto Ladies and Gentlemen: Switchback II Corporation, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreemen

Specimen Warrant Certificate of Switchback (incorporated by reference to Exhibit 4.3 to Switchback’s Registration Statement on Form S-1 (Registration No. 333-251487) filed with the SEC on December 31, 2020).

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW SWITCHBACK II CORPORATION Incorporated Under the Laws of the Cayman Islands CUSIP [●] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the reg

Form of Letter Agreement among the Registrant and its officers and directors and sponsor.*

Exhibit 10.2 [●], 2021 Switchback II Corporation 5949 Sherry Lane, Suite 1010 Dallas, TX 75225 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Switchback II Corporation, a Cayman Islands exempted company (the “Company”), and Goldma

Form of Registration Rights Agreement among the Registrant, sponsor and the other parties thereto.*

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January [●], 2021, is made and entered into by and among Switchback II Corporation, a Cayman Islands exempted company (the “Company”), NGP Switchback II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto

Form of Amended and Restated Memorandum and Articles of Association.*

EX-3.2 3 swbku-ex32138.htm EX-3.2 Exhibit 3.2 THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Switchback II Corporation (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM

Specimen Unit Certificate of Switchback (incorporated by reference to Exhibit 4.1 to Switchback’s Registration Statement on Form S-1 (Registration No. 333-251487) filed with the SEC on December 31, 2020).

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] SWITCHBACK II CORPORATION UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FIFTH OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Share”), of Switchbac

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

EX-4.4 7 swbku-ex44474.htm EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between SWITCHBACK II CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Switchback II Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January [●], 2021 by and between Switchback II Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 3

Form of Private Placement Warrants Purchase Agreement between the Registrant and sponsor.*

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Switchback II Corporation, a Cayman Islands exempted company (the “Company”), and NGP Switchback II, LLC, a Delaware limited liability company (the “Purchaser”). WHEREA

Form of Administrative Services Agreement between the Registrant and sponsor.*

Exhibit 10.8 SWITCHBACK II CORPORATION 5949 Sherry Lane, Suite 1010 Dallas, TX 75225 [●], 2021 NGP Switchback II, LLC 5949 Sherry Lane, Suite 1010 Dallas, TX 75225 Re:Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Switchback II Corporation (the “Company”) and NGP Switchback II, LLC (“NGP”), dated as of the date hereof, will confirm our agreement that,

Specimen Class A Ordinary Share Certificate of Switchback (incorporated by reference to Exhibit 4.2 to Switchback’s Registration Statement on Form S-1 (Registration No. 333-251487) filed with the SEC on December 31, 2020).

Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] SWITCHBACK II CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A ORDINARY SHARES OF SWITCHBACK II CORPORATION (THE “COMPANY”) transferable on the books of the Company in

- S-1/A

S-1/A 1 swbku-s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on December 30, 2020. Registration No. 333-251487 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Switchback II Corporation (Exact Name of Registrant as Specified in its Charter) Cayman Islands 6770 98-1564

Registration Statement - S-1

As filed with the U.S. Securities and Exchange Commission on December 18, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Switchback II Corporation (Exact Name of Registrant as Specified in its Charter) Cayman Islands 6770 98-1564143 (State or other Jurisdiction of Incorporation or

Consent of Ray Kubis.*

Exhibit 99.1 Consent of Director Nominee Switchback II Corporation Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Switchback II Corporation, the undersigned hereby consents to being named and described as a director nominee in the Regist

Promissory Note, dated October 8, 2020, issued to the Sponsor by Switchback (incorporated by reference to Exhibit 10.1 to Switchback’s Registration Statement on Form S-1 (Registration No. 333-251487) filed with the SEC on December 18, 2020).

Exhibit 10.1 PROMISSORY NOTE Not to Exceed $300,000 October 8, 2020 FOR VALUE RECEIVED, the undersigned Switchback II Corporation, a Cayman Islands exempted company (“Maker” or the “Company”), whose address is 5949 Sherry Lane, Suite 1010, Dallas, TX 75225, hereby unconditionally promises to pay to the order of NGP Switchback II LLC, a Delaware limited liability company (“Payee”), at Payee’s offic

Memorandum and Articles of Association of the Registrant.*

Exhibit 3.1 EXEMPTED Company Registered and filed as No. 366815 On 07-Oct-2020 Assistant Registrar THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF SWITCHBACK II CORPORATION Auth Code: G79201960599 www.verify.gov.ky EXEMPTED Company Registered and filed as No. 366815 On 07-Oct-2020 Assistant Registrar THE COMPANIES LAW (202

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Switchback II Corporation 5949 Sherry Lane, Suite 1010 Dallas, TX 75225 December 18, 2020 Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Securities Subscription Agreement, dated October 8, 2020, between Switchback and the Sponsor (incorporated by reference to Exhibit 10.5 to Switchback’s Registration Statement on Form S-1 (Registration No. 333-251487) filed with the SEC on December 18, 2020).

Exhibit 10.5 SECURITIES SUBSCRIPTION AGREEMENT This Securities Subscription Agreement (this “Agreement”), effective as of October 8, 2020, is made and entered into by and between Switchback II Corporation, a Cayman Islands exempted company (the “Company”), and NGP Switchback II, LLC, a Delaware limited liability company (the “Buyer”). RECITALS: WHEREAS, the Buyer wishes to subscribe for and purcha

SECURITIES SUBSCRIPTION AGREEMENT

Exhibit 10.5 SECURITIES SUBSCRIPTION AGREEMENT This Securities Subscription Agreement (this “Agreement”), effective as of October 8, 2020, is made and entered into by and between Switchback II Corporation, a Cayman Islands exempted company (the “Company”), and NGP Switchback II, LLC, a Delaware limited liability company (the “Buyer”). RECITALS: WHEREAS, the Buyer wishes to subscribe for and purcha

PROMISSORY NOTE

Exhibit 10.1 PROMISSORY NOTE Not to Exceed $300,000 October 8, 2020 FOR VALUE RECEIVED, the undersigned Switchback II Corporation, a Cayman Islands exempted company (“Maker” or the “Company”), whose address is 5949 Sherry Lane, Suite 1010, Dallas, TX 75225, hereby unconditionally promises to pay to the order of NGP Switchback II LLC, a Delaware limited liability company (“Payee”), at Payee’s offic

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As confidentially submitted to the U.S. Securities and Exchange Commission on October 30, 2020 This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Confidential Draft Submission No. 1 FORM S

THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION SWITCHBACK II CORPORATION

Exhibit 3.1 EXEMPTED Company Registered and filed as No. 366815 On 07-Oct-2020 Assistant Registrar THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF SWITCHBACK II CORPORATION Auth Code: G79201960599 www.verify.gov.ky EXEMPTED Company Registered and filed as No. 366815 On 07-Oct-2020 Assistant Registrar THE COMPANIES LAW (202