8-A12B 1 swbku-8k_20210107.htm FORM 8-A swbku-8k_20210107.DOCX.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Switchback II Corporation

(Exact name of registrant as specified in its charter)

 

Cayman Islands

 

98-1564143

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

5949 Sherry Lane, Suite 1010

Dallas, Texas

 

75225

(Address of principal executive offices)  

 

(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered

 

Name of each exchange on which
each class is to be registered

Units, each consisting of one Class A Ordinary Share and one-fifth of one Warrant

 

New York Stock Exchange

Class A Ordinary Shares, par value $0.0001 per share

 

New York Stock Exchange

Warrants, each exercisable for one Class A Ordinary Share

 

New York Stock Exchange

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. 

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.

Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): 333-251487

 

Securities to be registered pursuant to Section 12(g) of the Act:  None

 

 

 

 


 

 

Item 1.  Description of Registrant’s Securities to be Registered

 

The securities to be registered hereby are the units, Class A ordinary shares, par value $0.0001 per share, and warrants to purchase Class A ordinary shares of Switchback II Corporation (the “Registrant”).  The description of the units, Class A ordinary shares and warrants to purchase ordinary shares contained under the heading “Description of Securities” in the Registrant’s Registration Statement on Form S-1 (File No. 333-251487), originally filed with the Securities and Exchange Commission on December 18, 2020, as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A relates is incorporated by reference herein. In addition, any description of such securities contained in a form of prospectus or prospectus supplement relating to the Registration Statement subsequently filed by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.

 

Item 2.  Exhibits

 

Exhibit
No.

 

Description

3.2

 

Form of Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-251487), filed with the Securities and Exchange Commission on December 31, 2021).

4.1

 

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-251487), filed with the Securities and Exchange Commission on December 31, 2021).

4.2

 

Specimen Class A Ordinary Shares Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-251487), filed with the Securities and Exchange Commission on December 31, 2021).

4.3

 

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-251487), filed with the Securities and Exchange Commission on December 31, 2021).

4.4

 

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-251487), filed with the Securities and Exchange Commission on December 31, 2021).

10.3

 

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-251487), filed with the Securities and Exchange Commission on December 31, 2021).

10.4

 

Form of Registration Rights Agreement by and among the Registrant, NGP Switchback II, LLC and the other parties thereto (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-251487), filed with the Securities and Exchange Commission on December 31, 2021).

 

 

 

 


 

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date:  January 7, 2021

 

 

 

 

Switchback II Corporation

 

 

 

 

By:

/s/ Jim Mutrie

 

Name:

Jim Mutrie

 

Title:

Co-Chief Executive Officer and Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature page to Form 8-A]