Item 7.01. Regulation FD Disclosure.
As previously announced, on
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is an updated investor presentation relating to the previously announced Proposed Transactions. Such exhibit and the information set forth therein will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act.
Important Information for Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.
In connection with the Proposed Transactions, Switchback has filed a
registration statement on Form S-4 (the "Registration Statement") with the
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Participants in the Solicitation
Switchback and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Switchback
in connection with the Proposed Transactions. The Company and its officers and
directors may also be deemed participants in such solicitation. Information
about the directors and executive officers of Switchback is set forth in
Switchback's Annual Report on Form 10-K which was filed with the
Forward Looking Statements
The information included herein and in any oral statements made in connection
herewith include "forward-looking statements" within the meaning of Section 27A
of the Securities Act, and Section 21E of the Exchange Act. All statements other
than statements of historical facts contained herein are forward-looking
statements. Forward-looking statements may generally be identified by the use of
words such as "believe," "may," "will," "estimate," "continue," "anticipate,"
"intend," "expect," "should," "would," "plan," "project," "forecast," "predict,"
"potential," "seem," "seek," "future," "outlook," "target" or other similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, statements regarding estimates and forecasts of other
financial and performance metrics, projections of market opportunity and market
share. These statements are based on various assumptions, whether or not
identified herein, and on the current expectations of the Company and
Switchback's management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by any investor as a
guarantee, an assurance, a prediction or a definitive statement of, fact or
probability. Actual events and circumstances are difficult or impossible to
predict and may differ from assumptions, and such differences may be material.
Many actual events and circumstances are beyond the control of the Company and
Switchback. These forward-looking statements are subject to a number of risks
and uncertainties, including changes in domestic and foreign business, market,
financial, political and legal conditions; risks relating to the uncertainty of
the projected financial information with respect to the Company; the inability
of the parties to successfully or timely consummate the Proposed Transactions,
including the risk that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could adversely affect
the combined company or the expected benefits of the Proposed Transactions or
that the approval of the stockholders of Switchback or the Company is not
obtained; the failure to realize the anticipated benefits of the Proposed
Transactions; risks related to the rollout of the Company's business and the
timing of expected business milestones; the Company's dependence on widespread
acceptance and adoption of electric vehicles and increased installation of
charging stations; the Company's ability to maintain effective internal controls
over financial reporting, including the remediation of identified material
weaknesses in internal control over financial reporting relating to segregation
of duties with respect to, and access controls to, its financial record keeping
system, and the Company's accounting staffing levels; the Company's current
dependence on sales of charging stations for most of its revenues; overall
demand for electric vehicle charging and the potential for reduced demand if
governmental rebates, tax credits and other financial incentives are reduced,
modified or eliminated or governmental mandates to increase the use of electric
vehicles or decrease the use of vehicles powered by fossil fuels, either
directly or indirectly through mandated limits on carbon emissions, are reduced,
modified or eliminated; potential adverse effects on the Company's revenue and
gross margins if customers increasingly claim clean energy credits and, as a
result, they are no longer available to be claimed by the Company; the effects
of competition on the Company's future business; risks related to the Company's
dependence on its intellectual property and the risk that the Company's
technology could have undetected defects or errors; the amount of redemption
requests made by Switchback's public stockholders; the ability of Switchback or
the combined company to issue equity or equity-linked securities or obtain debt
financing in connection with the Proposed Transactions or in the future and
those factors discussed in Switchback's final prospectus dated
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit 99.1 Investor Presentation. 3
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