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
(Exact name of registrant as specified in its charter)
Cayman Islands |
| 001-39863 |
| 98-1564143 |
(State or other jurisdiction of |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
incorporation) |
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5949 Sherry Lane, Suite 1010 |
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Dallas, TX |
| 75225 |
(Address of principal executive offices) |
| (Zip Code) |
(972) 514-9535
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
| Written communication 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 |
| Trading Symbol(s) |
| Name of each exchange on |
Units, each consisting of one Class A Ordinary Share and one-fifth of one Warrant |
| SWBK.U |
| The New York Stock Exchange |
Class A Ordinary Shares, par value $0.0001 per share |
| SWBK |
| The New York Stock Exchange |
Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share |
| SWBK.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 8.01 Other Events.
On January 12, 2021, Switchback II Corporation (the “Company”) consummated its initial public offering (the “IPO”) of 31,625,000 units (the “Units”) which includes the exercise in full of the underwriter's option to purchase an additional 4,125,000 Units at the initial public offering price to cover over-allotments. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fifth of one redeemable warrant of the Company, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $316,250,000.
On January 12, 2021 simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of 5,550,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant, to the Company’s sponsor, NGP Switchback II, LLC, generating gross proceeds to the Company of approximately $8,325,000.
A total of $316,250,000, comprised of $309,925,000 of the proceeds from the IPO, including approximately $11,068,750 of deferred underwriting discounts and commissions, and $6,325,000 of the proceeds from the sale of the Private Placement Warrants, were placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. An audited balance sheet as of January 12, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. |
| Description of Exhibits |
99.1 |
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SIGNATURES
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.
| Switchback II Corporation | |
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Date: January 19, 2021 | By: | /s/ Jim Mutrie |
| Name: | Jim Mutrie |
| Title: | Co-Chief Executive Officer and Director |
