Switchback Energy Acquisition Corporation
5949 Sherry Lane, Suite 1010
Dallas, TX 75225
December 15, 2020
Division of Corporation Finance
Office of Manufacturing
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Re: | Switchback Energy Acquisition Corporation |
Amendment No. 1 to | |
Registration Statement on Form S-4 | |
Filed December 4, 2020 | |
File No. 333-249549 |
Ladies and Gentlemen:
Set forth below are the responses of Switchback Energy Acquisition Corporation (the “Company,” “we,” “us” or “our”) to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 14, 2020, with respect to the Amendment No. 1 to Registration Statement on Form S-4, File No. 333-249549, filed with the Commission on December 4, 2020 (the “Amended Registration Statement”). Concurrently with the submission of this letter, the Company is filing an Amendment No. 2 to the Registration Statement (the “Second Amended Registration Statement”).
For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to the Second Amended Registration Statement unless otherwise specified. All capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Second Amended Registration Statement.
Securities and Exchange Commission
December 15, 2020
Page 2
Amendment No. 1 to Form S-4 Filed December 4, 2020
Certain U.S. Federal Income Tax Considerations, page 141
1. We note that you have filed a short form tax opinion as Exhibit 8.1 to the registration statement. Therefore, please revise the prospectus to state clearly that the disclosure in the tax consequences section of the prospectus is the opinion of the named counsel or accountant. In addition, please revise the disclosure to clearly identify and articulate the opinion being rendered. For more information, refer to Section III.B.2. of Staff Legal Bulletin No. 19.
RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 142 of the Second Amended Registration Statement in response to the Staff’s comment.
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Securities and Exchange Commission
December 15, 2020
Page 3
Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629.
Very truly yours, | ||
Switchback Energy Acquisition Corporation | ||
By: | /s/ Jim Mutrie | |
Name: | Jim Mutrie | |
Title: | Chief Commercial Officer |
Enclosures
cc: | Douglas E. McWilliams, Vinson & Elkins L.L.P. |
E. Ramey Layne, Vinson & Elkins L.L.P. | |
Rex S. Jackson, ChargePoint, Inc. | |
David T. Young, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP | |
Michael J. Aiello, Weil, Gotshal & Manges LLP |