Switchback Energy Acquisition Corporation (NYSE: SBE)
(“Switchback”) announced today that the registration statement on
Form S-4 (File No: 333-249549) (as amended, the “Registration
Statement”) relating to the previously announced business
combination (the “Business Combination”) with ChargePoint, Inc.
(“ChargePoint”) has been declared effective by the Securities and
Exchange Commission (“SEC”). Switchback’s Class A common stock is
currently traded on the New York Stock Exchange (the “NYSE”) under
the symbol “SBE.” Upon closing of the Business Combination, the
post-combination company is expected to be renamed “ChargePoint
Holdings, Inc.” and the Class A common stock is expected to
continue trading on the NYSE under the new symbol “CHPT.”
Switchback has commenced mailing the definitive
proxy statement/prospectus/consent solicitation statement relating
to the Special Meeting of Switchback’s stockholders to be held on
February 11, 2021 in connection with the Business Combination. The
proxy statement/prospectus/consent solicitation statement is being
mailed to Switchback’s stockholders of record as of the close of
business on December 16, 2020. The Business Combination and related
transactions are expected to close in February 2021, subject to
approval by Switchback’s stockholders and other customary closing
conditions.
Additional Information on the Business
Combination and Where to Find It
In connection with the proposed Business
Combination, Switchback filed the Registration Statement with the
SEC, which includes a proxy statement/prospectus of Switchback and
a consent solicitation statement of ChargePoint. The Registration
Statement has been declared effective by the SEC and the definitive
proxy statement/prospectus/consent solicitation statement will be
mailed out to Switchback’s stockholders. Switchback’s stockholders
and other interested persons are advised to read the definitive
proxy statement/prospectus/consent solicitation statement
(including all amendments and supplements thereto) and other
documents relating to the Business Combination filed with the SEC
as these materials contain important information about Switchback,
ChargePoint and the Business Combination. Stockholders may
obtain copies of the definitive proxy statement/prospectus/consent
solicitation statement and other documents filed with the SEC,
without charge, at the SEC’s web site at www.sec.gov, or by
directing a request to: Switchback Energy, 5949 Sherry Lane, Suite
1010, Dallas, TX, 75225, Attention: Jim Mutrie, Chief Commercial
Officer, General Counsel, Secretary and Director, (214)
368-0821.
Participants in the
Solicitation
Switchback and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Switchback’s stockholders in connection with the
Business Combination. ChargePoint 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 SEC on March 30, 2020. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
are contained in the definitive proxy statement/prospectus/consent
solicitation statement and other relevant materials filed with the
SEC.
About Switchback
Switchback is a special purpose acquisition
company and was formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses in the energy value chain. Switchback is sponsored by
NGP Switchback, LLC, which is owned by a private investment fund
advised by NGP Energy Capital Management, L.L.C. and the management
team of Switchback. Switchback began trading on the NYSE in July
2019 and its common stock, units and warrants trade under the
ticker symbols SBE, SBE.U and SBE.WS, respectively. For more
information, please visit www.switchback-energy.com.
About ChargePoint
Since 2007, ChargePoint has been committed to
making it easy for businesses and drivers to go electric. The
company has built one of the largest EV charging network and most
complete portfolio of charging solutions available today.
ChargePoint’s cloud subscription platform and software-defined
charging hardware are designed to include options for every
charging scenario from home and multifamily to workplace, parking,
hospitality, retail and transport fleets of all types. Today, one
ChargePoint account provides access to hundreds-of-thousands of
places to charge in North America and Europe. To date, drivers have
logged more than 85 million charging sessions, with drivers
plugging into the ChargePoint network approximately every two
seconds. ChargePoint is creating the new fueling network to move
all people and goods on electricity. For more information, visit
the ChargePoint pressroom or contact the North American and
European press offices.
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 of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. 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 ChargePoint 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 ChargePoint 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 ChargePoint; 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 ChargePoint is not obtained; the
failure to realize the anticipated benefits of the proposed
transactions; risks related to the rollout of ChargePoint’s
business and the timing of expected business milestones;
ChargePoint’s dependence on widespread acceptance and adoption of
electric vehicles and increased installation of charging stations;
ChargePoint’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 ChargePoint’s
accounting staffing levels; ChargePoint’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 ChargePoint’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 ChargePoint; the effects of competition on ChargePoint’s
future business; risks related to ChargePoint’s dependence on its
intellectual property and the risk that ChargePoint’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 July 25, 2019, Annual Report on
Form 10-K for the fiscal year ended December 31, 2019 and any
subsequently filed Quarterly Report on Form 10-Q, and the
definitive proxy statement/prospectus/consent solicitation
statement, in each case, under the heading “Risk Factors,” and
other documents of Switchback filed, or to be filed, with the SEC.
If any of these risks materialize or Switchback’s or ChargePoint’s
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that neither Switchback nor ChargePoint
presently know or that Switchback and ChargePoint currently believe
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect Switchback’s and ChargePoint’s
expectations, plans or forecasts of future events and views as of
the date hereof. Switchback and ChargePoint anticipate that
subsequent events and developments will cause Switchback’s and
ChargePoint’s assessments to change. However, while Switchback and
ChargePoint may elect to update these forward-looking statements at
some point in the future, Switchback and ChargePoint specifically
disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing Switchback’s and
ChargePoint’s assessments as of any date subsequent to the date
hereof. Accordingly, undue reliance should not be placed upon the
forward-looking statements. Additional information concerning these
and other factors that may impact Switchback’s expectations and
projections can be found in Switchback’s periodic filings with the
SEC, including Switchback’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2019 and any subsequently filed
Quarterly Report on Form 10-Q, and the definitive proxy
statement/prospectus/consent solicitation statement. Switchback’s
SEC filings are available publicly on the SEC’s website at
www.sec.gov.
No Offer or Solicitation
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.
Contacts
ChargePoint, Inc.Media
Darryll Harrison Senior Director, Global Communications and
Social
Media669-237-3380Darryll.harrison@chargepoint.commedia@chargepoint.com
Switchback Energy Acquisition
CorporationMedia and Investors
Scott McNeill and Jim Mutrieinfo@switchback-energy.com
Investors
Financial Profiles, Inc.Dan Oppenheim,
CFA310-622-8235investors@chargepoint.com
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