Exhibit 99.1
SWITCHBACK ENERGY ACQUISITION CORPORATION
BALANCE SHEET
| | As of July 30, 2019 | | Pro Forma Adjustments | | | As Adjusted |
| | | | (Unaudited) | | | | (Unaudited) |
Assets: | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash | | $ | 2,064,842 | | | $ | 282,353 | | (b) | | $ | 2,064,842 | |
| | | | | | | (282,353 | ) | (c) | | | | |
Prepaid expenses | | | 228,594 | | | | - | | | | | 228,594 | |
Total current assets | | | 2,293,436 | | | | - | | | | | 2,293,436 | |
Cash held in Trust Account | | | 300,000,000 | | | | 14,117,630 | | (a) | | | 314,117,630 | |
Total assets | | $ | 302,293,436 | | | $ | 14,117,630 | | | | $ | 316,411,066 | |
| | | | | | | | | | | | | |
Liabilities and Stockholders' Equity: | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable | | $ | 539,642 | | | $ | - | | | | $ | 539,642 | |
Accrued expenses | | | 222,531 | | | | - | | | | | 222,531 | |
Note payable - related party | | | 251,375 | | | | - | | | | | 251,375 | |
Total current liabilities | | | 1,013,548 | | | | - | | | | | 1,013,548 | |
Deferred underwriting commissions | | | 10,430,000 | | | | 494,117 | | (d) | | | 10,924,117 | |
Total liabilities | | | 11,443,548 | | | | 494,117 | | | | | 11,937,665 | |
| | | | | | | | | | | | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Class A common stock, $0.0001 par value; 28,584,988 and 29,947,340 shares subject to possible redemption at $10.00 per share, actual and as adjusted | | | 285,849,880 | | | | 13,623,520 | | (f) | | | 299,473,400 | |
| | | | | | | | | | | | | |
Stockholders' Equity: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | - | | | | - | | | | | - | |
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 1,415,012 and 1,464,423 shares issued and outstanding (excluding 28,584,988 and 29,947,340 shares subject to possible redemption), actual and as adjusted | | | 142 | | | | 141 | | (a) | | | 147 | |
| | | | | | | (136 | ) | (f) | | | | |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 and 7,852,941 shares issued and outstanding, actual and as adjusted | | | 863 | | | | (77 | ) | (e) | | | 786 | |
Additional paid-in capital | | | 5,175,033 | | | | 14,117,489 | | (a) | | | 5,175,098 | |
| | | | | | | 282,353 | | (b) | | | | |
| | | | | | | (282,353) | | (c) | | | | |
| | | | | | | (494,117 | ) | (d) | | | | |
| | | | | | | 77 | | (e) | | | | |
| | | | | | | (13,623,384 | ) | (f) | | | | |
Accumulated deficit | | | (176,030 | ) | | | - | | | | | (176,030 | ) |
Total stockholders' equity | | | 5,000,008 | | | | (7 | ) | | | | 5,000,001 | |
Total Liabilities and Stockholders' Equity | | $ | 302,293,436 | | | $ | 14,117,630 | | | | $ | 316,411,066 | |
See accompanying note to the pro forma balance sheet.
NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Switchback Energy Acquisition Corporation (the “Company”) as of July 30, 2019, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on September 6, 2019 as described below.
The Company consummated its initial public offering (the “IPO”) of 30,000,000 units (the “Units”) on July 30, 2019. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant of the Company, each whole warrant entitling the holder thereof to purchase one whole share of Class A Common Stock at an exercise price of $11.50 per share.
In connection with the IPO, the underwriters were granted an option to purchase up to an additional 4,500,000 Units to cover over-allotments, if any. On September 4, 2019, the underwriters partially exercised their over-allotment option and, on September 6, 2019, the Company consummated the sale of 1,411,763 additional Units (the “Over-allotment Units”) at a price of $10.00 per unit, generating additional gross proceeds of approximately $14.1 million, and incurred additional offering costs of approximately $776,000 in underwriting fees (inclusive of approximately $494,000 in deferred underwriting fees). On September 6, 2019, simultaneously with the sale of the Over-allotment Units, the Company completed a private placement with the Company’s sponsor, NGP Switchback, LLC (the “Sponsor”), for 188,235 private placement warrants at a price of $1.50 per warrant, generating gross proceeds of approximately $282,000. Pursuant to the Letter Agreement, dated July 25, 2019, by and among the Company, the Sponsor and certain other parties named therein, the Sponsor agreed to forfeit shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock”), depending on the extent to which the over-allotment option was not exercised. The over-allotment option has now expired and, on September 9, 2019, the Sponsor forfeited an aggregate of 772,059 shares of Class B Common Stock for cancellation at no cost. Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option, the sale of the private placement warrants and the forfeiture of Class B Common Stock described above are as follows:
| Pro Forma Entries | | Debit | | Credit |
(a) | Cash held in Trust Account | | $ | 14,117,630 | | | | | |
| Class A common stock | | | | | | $ | 141 | |
| Additional paid-in capital | | | | | | $ | 14,117,489 | |
| To record sale of 1,411,763 Over-allotment Units at $10.00 per Unit | | | | | | | | |
| | | | | | | | | |
(b) | Cash | | $ | 282,353 | | | | | |
| Additional paid-in capital | | | | | | $ | 282,353 | |
| To record sale of 188,235 Private Placement Warrants at $1.50 per warrant | | | | | | | | |
| | | | | | | | | |
(c) | Additional paid-in capital | | $ | 282,353 | | | | | |
| Cash | | | | | | $ | 282,353 | |
| To record payment of 2% of cash underwriting fee on over-allotment option | | | | | | | | |
| | | | | | | | | |
(d) | Additional paid-in capital | | $ | 494,117 | | | | | |
| Deferred underwriting commissions | | | | | | $ | 494,117 | |
| To record additional deferred underwriting fee on over-allotment option | | | | | | | | |
| | | | | | | | | |
(e) | Class B common stock | | $ | 77 | | | | | |
| Additional paid-in capital | | | | | | $ | 77 | |
| To record forfeiture of 772,059 Founder Shares | | | | | | | | |
| | | | | | | | | |
(f) | Class A common stock | | $ | 136 | | | | | |
| Additional paid-in capital | | $ | 13,623,384 | | | | | |
| Class A common stock subject to possible redemption | | | | | | $ | 13,623,520 | |
| To reclassify Class A common stock out of permanent equity into mezzanine redeemable stock | | | | | | | | |