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): April 8, 2022
Bird Global, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-41019 | 86-3723155 | ||||||||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
392 NE 191st Street #20388
Miami, Florida 33179
(Address of principal executive offices and zip code)
(866) 205-2442
(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications 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 which registered | ||||||||||||
| Class A common stock, par value $0.0001 per share | BRDS | The New York Stock Exchange | ||||||||||||
| Warrants, each whole warrant exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share | BRDS 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 1.01. Entry into a Material Definitive Agreement.
On April 8, 2022 (the “Amendment No. 3 Effective Date”), our wholly owned consolidated special purpose vehicle entity, Bird US OpCo, LLC (the “SPV”) entered into Amendment No. 3 (“Amendment No. 3”) to that certain Loan and Security Agreement, dated April 27, 2021 (as amended by the First Amendment to Loan and Security Agreement, dated as of June 10, 2021, Amendment No. 2 to Loan and Security Agreement (the "Existing Loan Agreement"), dated as of October 12, 2021, and Amendment No. 3, the “Amended Loan Agreement”), with certain funds advised or managed by Apollo Capital Management, L.P. as lenders, and MidCap Financial Trust, as administrative agent, which, among other things, permits borrowings in respect of scooters located in Europe and the Middle East up to a sub-limit of $50 million (the “EMEA Loans”) in addition to borrowings in respect of scooters located in the United States (the “U.S. Loans”). The Amended Loan Agreement continues to allow the SPV to borrow up to the remaining availability under the maximum commitment of $150 million, both through U.S. Loans as well as the EMEA Loans, the proceeds of which may be used for general corporate purposes. The pricing and the maturity date for the EMEA Loans are the same as set forth in the Existing Loan Agreement.
The Amended Loan Agreement includes a repayment mechanism tied directly to revenue generation by vehicles on lease by the SPV to Bird Rides, Inc. under that certain Master Scooter Operating Lease and Servicing Agreement (as amended by Amendment No. 1, dated as of October 12, 2021, the “Scooter Lease”). On the Amendment No. 3 Effective Date, the SPV entered into Amendment No. 2 to the Scooter Lease, which, among other things, increases the minimum amount of the letter of credit in favor of the administrative agent from $20 million to $25 million, subject to reduction based on the balance of the outstanding loans under the Amended Loan Agreement.
In connection with Amendment No. 3, Bird Rides International Holding, Inc. (“Bird Rides International”) entered into that certain EMEA Guaranty and Pledge Agreement, dated as of the Amendment No. 3 Effective Date, pursuant to which, among other things, Bird Rides International provides a guaranty in respect of the EMEA Loans and pledges 65% of the equity of Bird Rides Europe, B.V. to secure the guaranty, which will be released when commitments in respect of the EMEA Loans have been reduced to $0.
The foregoing descriptions of Amendment No. 3 and Amendment No. 2 are not complete and are qualified in their entirety by reference to the full text of Amendment No. 3 and Amendment No. 2, copies of which are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information included, or incorporated by reference, in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 104 | Cover page Interactive Data File (embedded within Inline XBRL document) | |||||||
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.
| Bird Global, Inc. | ||||||||||||||||||||||||||
| Date: April 13, 2022 | By: | /s/ Yibo Ling | ||||||||||||||||||||||||
| Name: | Yibo Ling | |||||||||||||||||||||||||
| Title: | Chief Financial Officer | |||||||||||||||||||||||||