Item 8.01. Other Events.
As previously announced, on May 11, 2021, Switchback II Corporation, a Cayman Islands exempted company (“Switchback II”), Maverick Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Switchback II (“Merger Sub”), Bird Rides, Inc., a Delaware corporation (“Bird”), and Bird Global, Inc., a Delaware corporation and wholly owned subsidiary of Bird (“Bird Global”), entered into a business combination agreement, pursuant to which, among other things, (a) Switchback II will merge with and into Bird Global (the “Domestication Merger”), with Bird Global surviving the merger (Bird Global, in its capacity as the surviving corporation of the Domestication Merger, is sometimes referred to herein as the “Surviving Corporation”) and (b) following the closing of the Domestication Merger, Merger Sub will merge with and into Bird (the “Acquisition Merger”, and together with the Domestication Merger, the “Mergers”), with Bird surviving the Acquisition Merger as a wholly owned subsidiary of the Surviving Corporation. The Mergers, together with the other transactions related thereto, are referred to herein as the (“Proposed Transactions”).
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is a press release issued by Switchback II and Bird Global announcing that the extraordinary general meeting relating to the Proposed Transactions will be held at 10:00 a.m. Eastern time on November 2, 2021. The press release also announces that Bird Global has filed with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement/prospectus under Rule 424 after the SEC declared effective Bird Global’s registration statement on Form S-4 (File No. 333-256187) (as amended, the “Registration Statement”) relating to the Proposed Transactions. Additionally, the press release announces that Switchback II has commenced mailing of the definitive proxy statement/prospectus relating to the Proposed Transactions. The definitive proxy statement/prospectus is being mailed to Switchback II’s shareholders of record as of the close of business on August 16, 2021.
Important Information About the Proposed Transaction and Where to Find It
In connection with the proposed business combination, Bird Global filed the Registration Statement with the SEC, which includes a definitive proxy statement of Switchback II and a prospectus of Bird Global. The Registration Statement has been declared effective by the SEC and the definitive proxy statement/prospectus is being mailed to Switchback II shareholders. Additionally, Switchback II and Bird Global filed and will file other relevant materials with the SEC in connection with the business combination. Copies may be obtained free of charge at the SEC’s web site at www.sec.gov. Security holders of Switchback II are urged to read the proxy statement/prospectus and the other relevant materials before making any voting decision with respect to the proposed business combination because they contain important information about the business combination and the parties to the business combination. The information contained on, or that may be accessed through, the websites referenced in this communication is not incorporated by reference into, and is not a part of, this communication.
Participants in the Solicitation
Switchback II and its directors and officers may be deemed participants in the solicitation of proxies of Switchback II’s shareholders in connection with the proposed business combination. Bird and its officers and directors may also be deemed participants in such solicitation. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Switchback II’s executive officers and directors in the solicitation by reading Switchback II’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and the proxy statement/prospectus and other relevant materials filed with the SEC in connection with the business combination. Information concerning the interests of Switchback II’s participants in the solicitation, which may, in some cases, be different than those of their shareholders generally, is set forth in the proxy statement/prospectus relating to the business combination.
Forward-Looking Statements
The information in this communication includes “forward-looking statements.” All statements, other than statements of present or historical fact included in this communication, regarding Switchback II’s proposed business combination with Bird, Switchback II’s ability to consummate the transaction, the benefits of the transaction and the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of