Statement of Ownership (sc 13g)
May 24 2021 - 4:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*/
(Rule 13d-102)
Switchback II Corporation
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per
share
(Title of Class of Securities)
G8633T115
(CUSIP Number)
May 12, 2021
Date of Event Which Requires Filing of the Statement
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] 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 disclosures provided in a prior cover page.
The information required on 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).
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CUSIP No. G8633T115
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13G
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Page
2 of 14 Pages
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1.
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NAME OF REPORTING PERSON
Citadel Advisors LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
1,805,837 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN SHARES [_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%1
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12.
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TYPE OF REPORTING PERSON
IA; OO; HC
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1
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The percentages reported in this Schedule 13G are based upon 31,625,000 Class A ordinary shares outstanding as of March 31, 2021 (according
to the issuer’s Form 10-K as filed with the Securities and Exchange Commission on March 31, 2021). Except as described in the preceding
sentence, all share numbers for the holdings of the reporting persons reported in this Schedule 13G are as of the opening of the market
on May 24, 2021.
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CUSIP No. G8633T115
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13G
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Page 3 of 14 Pages
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1.
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NAME OF REPORTING PERSON
Citadel Advisors Holdings LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
|
SOLE VOTING POWER
0
|
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6.
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SHARED VOTING POWER
1,805,837 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN SHARES [_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
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12.
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TYPE OF REPORTING PERSON
PN; HC
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CUSIP No. G8633T115
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13G
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Page
4 of 14 Pages
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1.
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NAME OF REPORTING PERSON
Citadel GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
|
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6.
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SHARED VOTING POWER
1,805,837 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN SHARES [_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
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12.
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TYPE OF REPORTING PERSON
OO; HC
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CUSIP No. G8633T115
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13G
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Page
5 of 14 Pages
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1.
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NAME OF REPORTING PERSON
Citadel Securities LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
|
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
|
SOLE VOTING POWER
0
|
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6.
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SHARED VOTING POWER
52,021 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN SHARES [_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
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12.
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TYPE OF REPORTING PERSON
BD, OO
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CUSIP No. G8633T115
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13G
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Page 6 of 14 Pages
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1.
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NAME OF REPORTING PERSON
CALC IV LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
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6.
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SHARED VOTING POWER
52,021 shares
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7.
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SOLE DISPOSITIVE POWER
0
|
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
|
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN SHARES [_]
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
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12.
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TYPE OF REPORTING PERSON
PN; HC
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CUSIP No. G8633T115
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13G
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Page 7 of 14 Pages
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1.
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NAME OF REPORTING PERSON
Citadel Securities GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
|
|
3.
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SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
52,021 shares
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above.
|
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN SHARES [_]
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
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12.
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TYPE OF REPORTING PERSON
OO; HC
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CUSIP No. G8633T115
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13G
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Page
8 of 14 Pages
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1.
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NAME OF REPORTING PERSON
Kenneth Griffin
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
|
SOLE VOTING POWER
0
|
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6.
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SHARED VOTING POWER
1,857,858 shares
|
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7.
|
SOLE DISPOSITIVE POWER
0
|
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
|
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9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN SHARES [_]
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
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12.
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TYPE OF REPORTING PERSON
IN; HC
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CUSIP No. G8633T115
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13G
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Page 9 of 14 Pages
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Switchback II Corporation
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
5949 Sherry Lane, Suite 1010, Dallas, Texas 75225
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Item 2(a)
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Name of Person Filing
This Schedule 13G is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”),
Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), CALC IV LP (“CALC4”), Citadel
Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4
and CSGP, the “Reporting Persons”) with respect to the Class A ordinary shares of the above-named issuer owned by Citadel
Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”), and Citadel Securities.
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Citadel Advisors is the portfolio manager
for CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities.
CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest
in CGP and CSGP.
The filing of this statement shall not be
construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than
the securities actually owned by such person (if any).
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Item 2(b)
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Address of Principal Business Office
The address of the principal business office of each of the Reporting Persons is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois
60603.
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Item 2(c)
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Citizenship
Each of Citadel Advisors, CGP, Citadel Securities and CSGP is organized as a limited liability company under the laws of the State
of Delaware. Each of CALC4 and CAH is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S.
citizen.
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Item 2(d)
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Title of Class of Securities
Class A ordinary shares, par value $0.0001 per share
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Item 2(e)
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CUSIP Number
G8633T115
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CUSIP No. G8633T115
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13G
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Page 10 of 14 Pages
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person
filing is a:
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(a)
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[__] Broker or dealer registered under Section 15 of the Exchange Act;
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(b)
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[__] Bank as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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[__] Insurance company as defined in Section 3(a)(19) of the Exchange Act;
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(d)
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[__] Investment company registered under Section 8 of the Investment Company Act;
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(e)
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[__] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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[__] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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[__] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[__] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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[__] A church plan that is excluded from the definition of an investment company under Section 3(c)(14)
of the Investment Company Act;
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(j)
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[__] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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[__] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S.
institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
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CUSIP No. G8633T115
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13G
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Page 11 of 14 Pages
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Item 4 Ownership
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A.
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Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel
GP LLC
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(a)
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Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially
own 1,805,837 Class A ordinary shares.
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(b)
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The number of shares that each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may
be deemed to beneficially own constitutes approximately 5.7% of the Class A ordinary shares outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 1,805,837
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 1,805,837
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B.
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Citadel Securities LLC
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(a)
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Citadel Securities LLC may be deemed to beneficially own 52,021 Class A ordinary shares.
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(b)
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The number of shares that Citadel Securities LLC may be deemed to beneficially own constitutes approximately
0.2% of the Class A ordinary shares outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 52,021
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 52,021
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C.
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CALC IV LP and Citadel Securities GP LLC
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(a)
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Each of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially own 52,021 Class A ordinary
shares.
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(b)
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The number of shares that each of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially
own constitutes approximately 0.2% of the Class A ordinary shares outstanding.
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CUSIP No. G8633T115
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13G
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Page 12 of 14 Pages
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 52,021
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 52,021
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(a)
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Mr. Griffin may be deemed to beneficially own 1,857,858 Class A ordinary shares.
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(b)
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The number of shares that Mr. Griffin may be deemed to beneficially own constitutes approximately 5.9% of
the Class A ordinary shares outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 1,857,858
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 1,857,858
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CUSIP No. G8633T115
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13G
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Page 13 of 14 Pages
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Item 5
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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 5 percent of the class of securities, check the following [_].
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
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See Item 2 above
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Item 8
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9
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Notice of Dissolution of Group
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Not Applicable
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Item 10
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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.
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CUSIP No. G8633T115
|
13G
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Page
14 of 14 Pages
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After reasonable inquiry and
to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and
correct.
Dated this 24th day of May, 2021.
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CITADEL SECURITIES LLC
By: /s/ Guy Miller
Guy Miller, Authorized Signatory
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CITADEL ADVISORS LLC
By: /s/ Gregory Johnson
Gregory Johnson, Authorized Signatory
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CALC IV LP
By: /s/ Guy Miller
Guy Miller, Authorized Signatory
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CITADEL ADVISORS HOLDINGS LP
By: /s/ Gregory Johnson
Gregory Johnson, Authorized Signatory
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CITADEL SECURITIES GP LLC
By: /s/ Guy Miller
Guy Miller, Authorized Signatory
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CITADEL GP LLC
By: /s/ Gregory Johnson
Gregory Johnson, Authorized Signatory
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KENNETH GRIFFIN
By: /s/ Gregory Johnson
Gregory Johnson, attorney-in-fact*
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*
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Gregory Johnson is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with
the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment
to a filing by Citadel Advisors LLC on Schedule 13G for Jaws Acquisitions Corp. on February 1, 2021.
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