TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo December 21, 2020 Jim Mutrie Chief Commercial Officer Switchback Energy Acquisition Corp 5949 Sherry Lane, Suite 1010 Dallas, TX 75225 Re: Switchback Energy Acquisition Corp Amendment No. 2 to Registration Statement on Form S-4 Filed December 15, 2020 File No. 333-249549 Dear Mr. Mutrie: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our December 14, 2020 letter. Amendment No. 2 to Form S-4 filed December 15, 2020 Unaudited Pro Forma condensed Combined Financial Information, page 80 1. We note from the cover page that you have increased the registered shares from 245 million to 250 million and that the additional shares are attributable to an increase in the rate of option and warrant exercises by holders of options and warrants of ChargePoint, Inc. during the time between the filing of the Initial Registration Statement and the filing of this Amendment No. 2. As we note no changes reflected in the pro forma statements to the shares issued to ChargePoint shareholders in the merger, please clearly explain to us (i) the reasons for the increase in registered shares, and (ii) your conclusion that the increase would not result in any corresponding changes to the pro Jim Mutrie Switchback Energy Acquisition Corp December 21, 2020 Page 2 forma financial statements and any other financial data included in the filing. Certain U.S. Federal Income Tax Considerations, page 141 2. We note your response to comment 1. Please revise your prospectus disclosure to provide a firm conclusion regarding treatment of the transaction under Section 368(a) and remove language on page 147 stating that it is intended that certain material tax consequences will apply. Please remove disclosure that the discussion is for information purposes only and the section headers which indicate that the opinion only covers certain tax considerations. Similarly, please revise the disclosure indicating the discussion does not purport to be a complete analysis. Refer to Section III of Staff Legal Bulletin No. 19 for guidance. You may contact Heather Clark at 202-551-3624 or Martin James at 202-551-3671 if you have questions regarding comments on the financial statements and related matters. Please contact Erin Purnell at 202-551-3454 or Jay Ingram at 202-551-3397 with any other questions. FirstName LastNameJim Mutrie Sincerely, Comapany NameSwitchback Energy Acquisition Corp Division of Corporation Finance December 21, 2020 Page 2 Office of Manufacturing FirstName LastName