brds-20220311

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): March 11, 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 8.01 Other Events.

On March 8, 2022, Bird Global, Inc. (the “Company”) announced that it will release financial results for its fourth quarter and fiscal year ended December 31, 2021 after the close of the market on Tuesday, March 15, 2022.

In connection with the consummation of the transactions contemplated by the Business Combination Agreement, dated as of May 11, 2021 (as amended, the “Business Combination Agreement”), by and among Switchback II Corporation, a Cayman Islands exempted company (“Switchback”), Maverick Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Switchback (“Merger Sub”), Bird Rides, Inc. and the Company, NGP Switchback II, LLC, a Delaware limited liability company, and Switchback’s current officers and directors, together with the former stockholders of Bird Rides, Inc., are restricted from transferring their shares until the date that is 180 days (the “Lock-up Period”) following November 4, 2021 (the “Acquisition Closing Date”).

Notwithstanding the foregoing, if (i) at least 120 days have elapsed since the Acquisition Closing Date and (ii) the Lock-up Period is scheduled to end during a regularly scheduled blackout period or within five trading days prior to a blackout period, the Lock-up Period will end ten trading days prior to the commencement of the blackout period (the “Blackout-Related Release”); provided that the Company announces the date of the expected Blackout-Related Release through a major news service, or on a Form 8-K, at least two trading days in advance of the Blackout-Related Release; and provided further that the Blackout- Related Release will not occur unless the Company has publicly released its earnings results for the quarterly period during which the Acquisition Closing Date occurred.

This Form 8-K is intended to satisfy the requirement that the Company announce the date of the expected Blackout-Related Release. Accordingly, the Lock-up Period will end on March 15, 2022.

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: March 11, 2022

By:

/s/ Yibo Ling

Name:

Yibo Ling

Title:

Chief Financial Officer