0000929638-20-000343.txt : 20200221 0000929638-20-000343.hdr.sgml : 20200221 20200221163108 ACCESSION NUMBER: 0000929638-20-000343 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200221 DATE AS OF CHANGE: 20200221 GROUP MEMBERS: SEGANTII ASIA-PACIFIC EQUITY MULTI-STRATEGY FUND GROUP MEMBERS: SEGANTII CAPITAL MANAGEMENT (CAYMAN) LTD GROUP MEMBERS: SEGANTII CAPITAL MANAGEMENT (UK) LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Switchback Energy Acquisition Corp CENTRAL INDEX KEY: 0001777393 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91090 FILM NUMBER: 20640483 BUSINESS ADDRESS: STREET 1: 5949 SHERRY LANE STREET 2: SUITE 1010 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: (972) 514-9535 MAIL ADDRESS: STREET 1: 5949 SHERRY LANE STREET 2: SUITE 1010 CITY: DALLAS STATE: TX ZIP: 75225 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Segantii Capital Management Ltd CENTRAL INDEX KEY: 0001544676 IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 21F, 100QRC, 100 QUEENS ROAD CENTRAL CITY: HONG KONG STATE: K3 ZIP: 000000 BUSINESS PHONE: 852 3926 8338 MAIL ADDRESS: STREET 1: 21F, 100QRC, 100 QUEENS ROAD CENTRAL CITY: HONG KONG STATE: K3 ZIP: 000000 SC 13G 1 a76665_sc13g.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 
Switchback Energy Acquisition Corporation
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
 87105M102
(CUSIP Number)
N/A
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 87105M102
13G
Page 2 of 9


1.
Names Of Reporting Person
I.R.S. Identification No. Of Above Person (Entities Only)

The Segantii Asia-Pacific Equity Multi-Strategy Fund
2.
check the appropriate box if a group
(a)        □
(b)        □
3.
sec use only
4.
citizenship or place of organization
 Cayman islands
number of shares beneficially owned by each reporting person with:
5.
sole voting power
0
6.
shared voting power
1,500,000
7.
sole dispositive power
0
8.
shared dispositive power
1,500,000
9.
aggregate amount beneficially owned by each reporting person
1,500,000
10.
check box if the aggregate amount in row (9) excludes certain shares (See Instructions) □
11.
percent of class represented by amount in row (9)
4.8%
12.
type of reporting person (See Instructions)
CO


CUSIP No. 87105M102
13G
Page 3 of 9


1.
Names Of Reporting Person
I.R.S. Identification No. Of Above Person (Entities Only)

Segantii Capital Management (Cayman) Limited
2.
check the appropriate box if a group
(a)        □
(b)        □
3.
sec use only
4.
citizenship or place of organization
 Cayman Islands
number of shares beneficially owned by each reporting person with:
5.
sole voting power
0
6.
shared voting power
1,500,000
7.
sole dispositive power
0
8.
shared dispositive power
1,500,000
9.
aggregate amount beneficially owned by each reporting person
1,500,000
10.
check box if the aggregate amount in row (9) excludes certain shares (See Instructions) □
11.
percent of class represented by amount in row (9)
4.8%
12.
type of reporting person (See Instructions)
FI


CUSIP No. 87105M102
13G
Page 4 of 9


1.
Names Of Reporting Person
I.R.S. Identification No. Of Above Person (Entities Only)

Segantii Capital Management Limited
2.
check the appropriate box if a group
(a)        □
(b)        □
3.
sec use only
4.
citizenship or place of organization
Hong Kong
number of shares beneficially owned by each reporting person with:
5.
sole voting power
0
6.
shared voting power
1,500,000
7.
sole dispositive power
0
8.
shared dispositive power
1,500,000
9.
aggregate amount beneficially owned by each reporting person
1,500,000
10.
check box if the aggregate amount in row (9) excludes certain shares (See Instructions) □
11.
percent of class represented by amount in row (9)
4.8%
12.
type of reporting person (See Instructions)
IA


CUSIP No. 87105M102
13G
Page 5 of 9


1.
Names Of Reporting Person
I.R.S. Identification No. Of Above Person (Entities Only)

Segantii Capital Management (UK) Limited
2.
check the appropriate box if a group
(a)        □
(b)        □
3.
sec use only
4.
citizenship or place of organization
United Kingdom
number of shares beneficially owned by each reporting person with:
5.
sole voting power
0
6.
shared voting power
1,500,000
7.
sole dispositive power
0
8.
shared dispositive power
1,500,000
9.
aggregate amount beneficially owned by each reporting person
1,500,000
10.
check box if the aggregate amount in row (9) excludes certain shares (See Instructions) □
11.
percent of class represented by amount in row (9)
4.8%
12.
type of reporting person (See Instructions)
IA


CUSIP No. 87105M102
13G
Page 6 of 9


Item 1.
  
   
(a)
Name of Issuer:
Switchback Energy Acquisition Corporation
     
(b)
Address of Issuer’s Principal
  
 
Executive Offices:
5949 Sherry Lane, Suite 1010
   
Dallas, TX 75225
     
Item 2.
  
   
(a)
Name of Person Filing:
This statement is filed by (i) The Segantii Asia-Pacific Equity Multi-Strategy Fund (the “Fund”), (ii) Segantii Capital Management (Cayman) Limited (the “Manager”), (iii) Segantii Capital Management Limited (the “Investment Advisor”), and Segantii Capital Management (UK) Limited (the “Sub-Advisor”). The foregoing are collectively referred to herein as the “Reporting Persons.”
     
   
The Fund holds securities of the issuer. The Manager serves as the investment manager, the Investment Advisor serves as the investment advisor for the Fund and the Sub-Advisor serves as the sub-advisor to the Fund. The Reporting Persons may be deemed to share voting and dispositive power with respect to 1,500,000 shares of Class A common stock, par value $0.0001 per share (“Common Stock”).
     
(b)
Address of Principal Business Office:
The principal office of the Fund and the Manager is Campbell Corporate Services Limited, Floor 4, Willow House, Cricket Square, Grand Cayman KY1-9010, Cayman Islands.
     
   
The principal office of the Investment Advisor is 21/F, 100QRC, 100 Queen’s Road Central, Hong Kong.
     
   
The principal office of the Sub-Advisor is 5th Floor, Aldermary House, 10–15 Queen Street, London, EC4N 1TX, United Kingdom.
     
(c)
Citizenship:
The Fund and the Manager are both incorporated in the Cayman Islands. The Investment Advisor is incorporated in Hong Kong.
     
   
The Sub-Advisor is incorporated in the United Kingdom.
     
(d)
Title of Class of Securities:
Class A common stock, par value $0.0001 per share
     
(e)
CUSIP Number:
87105M102

CUSIP No. 87105M102
13G
Page 7 of 9
 

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
 
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
     
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
     
(c)
[ ]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
     
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
     
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
(g)
[ ]
A parent holding company or control person in accordance with § 13d-1(b)(1)(ii)(G);
     
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15U.S.C. 80a-3);
     
(j)
[ ]
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
     
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____
 

CUSIP No. 87105M102
13G
Page 8 of 9


Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
      
Amount beneficially owned:
     
Fund:
1,500,000
     
Manager:
1,500,000
     
Investment Advisor:
1,500,000
     
Sub-Advisor:
1,500,000
         
 
Percent of class:
4.8%
    
     
Calculation of percentage of beneficial ownership is based on 31,411,763 shares of Common Stock outstanding as of November 14, 2019, as disclosed in the Issuer’s Form 10-Q filed on November 14, 2019.

      
Number of shares as to which the person has:
   
   
(i)
Sole power to vote or to direct the vote:
       
     
0 for all Reporting Persons
         
   
(ii)
Shared power to vote or to direct the vote:
         
     
Fund:
1,500,000
     
Manager:
1,500,000
     
Investment Advisor:
1,500,000
     
Sub-Advisor:
1,500,000
         
   
(iii)
Sole power to dispose or to direct the disposition:
         
     
0 for all Reporting Persons
         
   
(iv)
Shared power to dispose or to direct the disposition:
         
     
Fund:
1,500,000
     
Manager:
1,500,000
     
Investment Advisor:
1,500,000
     
Sub-Advisor:
1,500,000

Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ⌧.
 
Items 6 – 9.
Not Applicable.
 
CUSIP No. 87105M102
13G
Page 9 of 9


Item 10.
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Section 230.14a-11.
 
 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 

 
Dated: February 21, 2020


 
The Segantii Asia-Pacific Equity Multi-Strategy Fund
   
 
By:               /s/ Niral Harish Maru                            
 
Name: NIRAL HARISH MARU
 
Title: Authorized Signatory
   
   
 
Segantii Capital Management (Cayman) Limited
   
 
By:               /s/ Niral Harish Maru                            
 
Name: NIRAL HARISH MARU
 
Title: Head of Legal and Compliance
   
   
 
Segantii Capital Management Limited
   
 
By:               /s/ Niral Harish Maru                            
 
Name: NIRAL HARISH MARU
 
Title: Head of Legal and Compliance
   
   
 
Segantii Capital Management (UK) Limited
   
 
By:               /s/ Niral Harish Maru                            
 
Name: NIRAL HARISH MARU
 
Title: Director