On May 14, 2021, Bird Global, Inc. (“Bird Global”) filed a registration statement on Form S-4 (File No. 333-256187) (as amended, the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the previously announced business combination by and among Switchback II Corporation, a Cayman Islands exempted company (“Switchback II”), Maverick Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Switchback II, Bird Rides, Inc., a Delaware corporation (“Bird”), and Bird Global (the “Business Combination”). On October 7, 2021, the Registration Statement was declared effective by the SEC, and Bird Global filed a definitive proxy statement/prospectus (the “definitive proxy statement/prospectus”) for the solicitation of proxies in connection with an extraordinary general meeting of Switchback II’s shareholders to be held on November 2, 2021 (the “Meeting”) to consider and vote on, among other proposals, proposals to approve the Business Combination. On October 12, 2021, (a) Bird US Opco, LLC (“Bird Opco”) and Bird US Holdco, LLC (“Bird Holdco”), each wholly owned subsidiaries of Bird, entered into Amendment No. 2 to that certain Loan and Security Agreement, dated as of April 27, 2021, by and among Bird Opco, Bird Holdco and the other parties thereto (the “Loan Agreement Amendment”) and (b) Bird Opco and Bird entered into Amendment No. 1 to that certain Master Scooter Operating Lease and Servicing Agreement, dated as of April 27, 2021 (the “Scooter Lease Amendment”).
SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
In order to provide additional information to Switchback II’s shareholders in connection with the Loan Agreement Amendment and Scooter Lease Amendment, Bird Global has determined to supplement the definitive proxy statement/prospectus as follows.
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Certain disclosure on pages 206-207, 212, 223, F-52, and F-95 of the definitive proxy statement/prospectus is hereby amended to read that, following consummation of the Business Combination, the “Credit Facility” (as defined in the definitive proxy statement/prospectus) will provide for the ability to borrow up to $150 million of term loans.
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Certain disclosure on page 212 of the definitive proxy statement/prospectus is hereby amended to read as follows:
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“Assuming that the full amount available under the Credit Facility was drawn, a 100 basis point increase or decrease in interest rate would result in a change in our annual interest expense of $1.5 million.”
The supplemental and amended disclosures set forth above should be read together with the definitive proxy statement/prospectus, which should be read in its entirety, and are being made available to shareholders for informational purposes only. To the extent that the information set forth herein differs from or updates information contained in the definitive proxy statement/prospectus, the information set forth herein shall supersede or supplement the information in the definitive proxy statement/prospectus.
If you have already returned your proxy card, or voted by other means, you do not need to take any action unless you wish to change your vote. If you have already submitted your proxy for the Meeting and wish to revoke or change your vote, you may do so at any time before it is exercised by submitting a later-dated proxy or written revocation to Switchback II at the following address: Switchback II Corporation, 5949 Sherry Lane, Suite 1010, Dallas, Texas 75225, or by attending the Meeting virtually and revoking your proxy and voting online.
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