10-K - CHPT - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM10-K

(Mark One)

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe fiscal year ended December 31, 2020

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe transition period from to

CommissionFile Number 001-39004

SwitchbackEnergy Acquisition Corporation

(Exact

Name of Registrant as Specified in its Charter)

Delaware	84-1747686
(Stateor Other Jurisdiction of<br><br><br> <br>Incorporationor Organization)	(I.R.S. Employer<br><br><br> Identification No.)
5949Sherry Lane, Suite 1010<br><br><br> <br>Dallas,Texas	75225
(Address of Principal Executive Offices)	(Zip Code)

Registrant’stelephone number, including area code: (214) 368-0821

Securitiesregistered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one warrant	SBE.U	The New York Stock Exchange
Class A common stock, par value $0.0001 per share	SBE	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	SBE WS	The New York Stock Exchange

Securitiesregistered pursuant to Section 12(g) of the Act:

None

Indicate

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes

☐ No ☒

Indicate

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act. Yes ☐ No ☒

Indicate

by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the

Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was

required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for

such shorter period that the registrant was required to submit such files). Yes

☒ No ☐

Indicate

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting

company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”

“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period

for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate

by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness

of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered

public accounting firm that prepared or issued its audit report. ☐

Indicate

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the

Exchange Act). Yes ☒ No ☐

of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate

market value of the Class A common stock outstanding, other than shares held by persons deemed to be affiliates of the registrant,

computed by reference to the closing sales price for the Class A common stock on June 30, 2020, as reported on the New York Stock

Exchange, was approximately $313.7 million. For purposes of this computation, all officers, directors and 10% beneficial owners

of the registrant of which the registrant is aware are deemed to be affiliates. Such determination should not be deemed to be

an admission that such officers, directors or 10% beneficial owners are, in fact, affiliates of the registrant.

of February 1, 2021, 31,411,763 shares of Class A common stock, par value $0.0001 per share, and 7,852,941 shares of Class B common

stock, par value $0.0001 per share, were issued and outstanding.

Documents

Incorporated by Reference: None.

Table ofContents

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	42
Item 2.	Properties	42
Item 3.	Legal Proceedings	43
Item 4.	Mine Safety Disclosures	43
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	44
Item 6.	Selected Financial Data	45
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	50
Item 9A.	Controls and Procedures	50
Item 9B.	Other Information	50
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	51
Item 11.	Executive Compensation	59
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	59
Item 13.	Certain Relationships and Related Transactions, and Director Independence	61
Item 14.	Principal Accountant Fees and Services	64
PART IV
Item 15.	Exhibits and Financial Statement Schedules	65

CERTAINTERMS

References

to the “Company,” “Switchback,” “our,” “us” or “we” refer to Switchback

Energy Acquisition Corporation, a blank check company incorporated on May 10, 2019 as a Delaware corporation and 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, which we refer to throughout this Annual Report on Form 10-K as our “initial business combination.”

References to our “Sponsor” refer to NGP Switchback, LLC, a Delaware limited liability company. References to “NGP”

are to NGP Energy Capital Management, L.L.C., an SEC-registered investment advisor that manages the NGP Funds. References to “NGP

Funds” are to a family of energy-focused private equity investments funds advised by NGP, including NGP Natural Resources

XII, L.P., a Delaware limited partnership. References to “equity-linked securities” are to any securities of the Company

or any of our subsidiaries which are convertible into, or exchangeable or exercisable for, equity securities of the Company or

such subsidiary, including any securities issued by the Company or any of our subsidiaries which are pledged to secure any obligation

of any holder to purchase equity securities of the Company or any of our subsidiaries. References to the “SEC” are

to the U.S. Securities and Exchange Commission. References to our “Public Offering” refer to our initial public offering,

which closed on July 30, 2019 (the “IPO Closing Date”). References to “public shares” are to shares of

our Class A common stock sold as part of the units in our Public Offering. References to “public stockholders” are

to the holders of our public shares.

SPECIALNOTE REGARDING FORWARD-LOOKING STATEMENTS

This

Annual Report on Form 10-K includes “forward-looking statements” within the meaning of Section 27A of the Securities

Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”). Our forward-looking statements include, but are not limited to, statements regarding our or

our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements

that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,

are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,”

“estimate,” “expect,” “intend,” “may,” “might,” “plan,”

“possible,” “potential,” “predict,” “project,” “should,” “would”

and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement

is not forward-looking. Forward-looking statements in this Annual Report on Form 10-K may include, for example, statements about:

●	our<br><br> ability to select an appropriate target business or businesses;
●	our<br><br> ability to complete our initial business combination;
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●	our<br><br> expectations around the performance of the prospective target business or businesses;
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●	our<br><br> success in retaining or recruiting, or changes required in, our officers, key employees<br><br> or directors following our initial business combination;
---	---
●	our<br><br> officers and directors allocating their time to other businesses and potentially having<br><br> conflicts of interest with our business or in approving our initial business combination;
---	---
●	our<br><br> potential ability to obtain additional financing to complete our initial business combination;
---	---
●	our<br><br> pool of prospective target businesses;
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●	our<br><br> ability to consummate our initial business combination due to the uncertainty resulting<br><br> from the ongoing COVID-19 pandemic and other events (such as terrorist attacks, natural<br><br> disasters or other significant outbreaks of infectious diseases);
---	---
●	the<br><br> ability of our officers and directors to generate a number of potential acquisition opportunities;
---	---
●	our<br><br> public securities’ potential liquidity and trading;
---	---
●	the<br><br> lack of a market for our securities;
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●	the<br><br> use of proceeds not held in the trust account or available to us from interest income<br><br> on the trust account balance;
---	---
●	the<br><br> trust account not being subject to claims of third parties; or
---	---
●	our<br><br> financial performance in the future.
---	---

The

forward-looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning

future developments and their potential effects on us. There can be no assurance that future developments affecting us will be

those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond

our control) or other assumptions that may cause actual results or performance to be materially different from those expressed

or implied by these forward-looking statements. Factors that may cause or contribute to such discrepancy include, but are not

limited to, those factors described under “Part I, Item 1A. Risk Factors.” Should one or more of these risks or uncertainties

materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected

in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as

a result of new information, future events or otherwise, except as may be required under applicable securities laws.

ii

PARTI

Item 1.Business.

Introduction

are a blank check company incorporated on May 10, 2019 as a Delaware corporation and 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.

Prior

to our Public Offering, on May 16, 2019, our Sponsor purchased an aggregate of 8,625,000 shares of our Class B common stock,

par value $0.0001 per share (the “Founder Shares”), for an aggregate purchase price of $25,000, or approximately $0.003

per share. Our Sponsor agreed to forfeit up to 1,125,000 Founder Shares to the extent that the overallotment option for the Public

Offering was not exercised in full by the underwriters. In July 2019, our Sponsor transferred 40,000 Founder Shares to each of

our independent director nominees at their original purchase price. In September 2019, the underwriters purchased 1,411,763 of

the Over-allotment Units (as defined below), and the remaining overallotment option subsequently expired. As a result, our Sponsor

forfeited an aggregate of 772,059 Founder Shares. The holders of our Founder Shares (including our Sponsor and our independent

directors) are referred to herein as our “initial stockholders.”

the IPO Closing Date, we consummated our Public Offering of 30,000,000 units at a price of $10.00 per unit, generating gross proceeds

to us of $300.0 million. Each unit (“Unit”) consists of one share of our Class A common stock, par value $0.0001 per

share, and one-third of one warrant (“Warrant”). Each whole Warrant entitles the holder thereof to purchase one share

of our Class A common stock at a price of $11.50 per share, subject to adjustment. Simultaneously with the consummation of the

Public Offering, we completed the private sale of 5,333,333 private placement warrants (the “Private Placement Warrants”)

at a purchase price of $1.50 per warrant to our Sponsor, generating gross proceeds to us of approximately $8.0 million. Each Private

Placement Warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share,

subject to adjustment.

connection with the Public Offering, the underwriters of the Public Offering were granted an option to purchase up to an additional

4,500,000 units (the “Over-allotment Units”). On September 4, 2019, the underwriters partially exercised their overallotment

option and, on September 6, 2019, the underwriters purchased 1,411,763 of the Over-allotment Units at an offering price of $10.00

per unit, generating gross proceeds to us of approximately $14.1 million. Simultaneously with the sale of these Over-allotment

Units, we completed a private placement with our Sponsor for an additional 188,235 Private Placement Warrants at a purchase price

of $1.50 per warrant, generating gross proceeds of approximately $282,000.

received gross proceeds from the Public Offering and the sale of the Private Placement Warrants of approximately $314.1 million

and $8.3 million, respectively, for an aggregate of approximately $322.4 million. Approximately $314.1 million of the gross proceeds

were deposited into a U.S. based trust account (the “Trust Account”), with Continental Stock Transfer & Trust

Company acting as trustee. The approximately $314.1 million of net proceeds held in the Trust Account includes approximately $10.9

million of deferred underwriting discounts and commissions that will be released to the underwriters of the Public Offering upon

completion of our initial business combination. Of the gross proceeds from the Public Offering and the sale of the Private Placement

Warrants that were not deposited in the Trust Account, approximately $6.2 million was used to pay underwriting discounts and commissions

in the Public Offering, $251,000 was used to repay loans and advances from our Sponsor, and the balance was reserved to pay accrued

offering and formation costs, business, legal and accounting due diligence expenses on prospective acquisitions and continuing

general and administrative expenses.

The

shares of our Class B common stock will automatically convert into shares of our Class A common stock at the time of our initial

business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations

and the like. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued

in excess of the amounts sold in our Public Offering and related to the closing of the initial business combination, the ratio

at which the shares of our Class B common stock will convert into shares of our Class A common stock will be adjusted (unless

the holders of a majority of the outstanding shares of our Class B common stock agree to waive such adjustment with respect to

any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all issued

and outstanding shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total

number of all shares of common stock outstanding upon the completion of our Public Offering plus all shares of Class A common

stock and equity-linked securities issued or deemed issued in connection with the business combination (excluding any securities

issued or issuable to any seller in the initial business combination).

The

Units began trading on the New York Stock Exchange (“NYSE”) under the Symbol “SBE.U” on July 26, 2019.

Commencing on September 16, 2019, we announced that holders of the Units sold in our Public Offering may elect to separately trade

the shares of Class A common stock and Warrants included in the Units. The shares of Class A common stock and Warrants that

are separated trade on the NYSE under the symbols “SBE” and “SBE WS,” respectively. Those units not separated

continue to trade on the NYSE under the symbol “SBE.U.”

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from

various reporting requirements that are applicable to other public companies that are not “emerging growth companies”

including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley

Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic

reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation

and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less

attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more

volatile.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards

would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (a) the last day of the fiscal year (i) following the fifth anniversary

of the completion of our Public Offering, (ii) in which we have total annual gross revenue of at least $1.07 billion (as adjusted

for inflation pursuant to SEC rules from time to time), or (iii) in which we are deemed to be a large accelerated filer, which

means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the last day of our

most recently completed fiscal quarter, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt

during the prior three-year period.

ProposedBusiness Combination

September 23, 2020, Lightning Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger

Sub”), ChargePoint, Inc., a Delaware corporation (“ChargePoint”), and Switchback entered into a business combination

agreement and plan of reorganization (the “Business Combination Agreement”), pursuant to which, among other things,

Merger Sub will be merged with and into ChargePoint (the “Merger,” together with the other transactions related thereto,

the “Business Combination”), with ChargePoint surviving the Merger as a wholly owned subsidiary of Switchback.

ChargePoint

has delivered to us a Stockholder Support Agreement (the “Support Agreement”), pursuant to which, among other things,

certain ChargePoint stockholders (the “Written Consent Parties”), whose ownership interests collectively represent

outstanding shares of ChargePoint’s common stock (“ChargePoint Common Stock”) and ChargePoint’s preferred

stock (voting on an as-converted basis) sufficient to approve the Merger on behalf of ChargePoint, will agree to support the approval

and adoption of the transactions contemplated by the Business Combination Agreement, including agreeing to execute a written consent

approving the Business Combination Agreement, the Merger and all other transactions contemplated by the Business Combination Agreement

within 48 hours of a registration statement on Form S-4 becoming effective. The Support Agreement will terminate upon the earlier

to occur of: (i) the effective time of the Merger (the “Effective Time”), (ii) the date of the termination of the

Business Combination Agreement in accordance with its terms and (iii) the effective date of a written agreement of Switchback

and the Written Consent Parties terminating the Support Agreement.

connection with the closing of the Merger (the “Closing”), that certain Registration Rights Agreement (as defined

below) dated July 25, 2019 (the “IPO Registration Rights Agreement”) will be amended and restated and Switchback,

certain persons and entities holding securities of the Company prior to the Closing (the “Initial Holders”) and certain

persons and entities receiving our Class A common stock or instruments exercisable for the our Class A common stock in connection

with the Merger (the “New Holders” and together with the Initial Holders, the “Registration Rights Holders”)

will enter into that amended and restated IPO Registration Rights Agreement attached as an exhibit to the Business Combination

Agreement (the “A&R Registration Rights Agreement”). Pursuant to the A&R Registration Rights Agreement, we

will agree that, within 15 business days after the Closing, Switchback will file with the SEC (at the Company’s sole cost

and expense) a registration statement registering the resale of certain securities held by or issuable to the Initial Holders

and the New Holders (the “Resale Registration Statement”), and Switchback will use its commercially reasonable efforts

to have the Resale Registration Statement become effective as soon as reasonably practicable after the filing thereof. In certain

circumstances, the Registration Rights Holders can demand up to four underwritten offerings and will be entitled to customary

piggyback registration rights.

Concurrently

with ChargePoint entering into the Business Combination Agreement, certain stockholders of ChargePoint, whose ownership interests

represent 92.2% of the outstanding ChargePoint Common Stock (voting on an as-converted basis) in the aggregate, have agreed, subject

to certain customary exceptions, not to effect any (a) direct or indirect sale, assignment, encumbrance, pledge, hypothecation,

disposition, loan or other transfer, or entry into any agreement with respect to any sale, assignment, encumbrance, pledge, hypothecation,

disposition, loan or other transfer, with respect to any shares of our Class A common stock held by them immediately after the

Effective Time, including any shares of our Class A common stock issuable upon the exercise of options or warrants to purchase

shares of the Company’s Class A common stock held by them immediately following the Closing or (b) publicly announce any

intention to effect any transaction specified in clause (a), in each case, for six months after the Closing.

connection with the execution of the Business Combination Agreement, the initial stockholders entered into a letter agreement

(the “Founders Stock Letter”) with Switchback pursuant to which, among other things, the initial stockholders will,

(i) subject to the satisfaction of the conditions to Closing set forth in the Business Combination Agreement, immediately prior

to the Closing, surrender to us, for no consideration and as a capital contribution to Switchback, 984,706 Founder Shares held

by them (on a pro rata basis), whereupon such Founder Shares will be immediately canceled and (ii) upon and subject to the Closing,

subject 900,000 Founder Shares (including any shares of our Class A common stock issued in exchange therefor in the Merger, the

“Founder Earn Back Shares”) held by them (on a pro rata basis) to potential forfeiture, if the volume-weighted average

closing sale price (the “Closing VWAP”) of one share of our Class A common stock quoted on the NYSE (or the exchange

on which the shares of our Class A common stock are then listed) is greater than or equal to $12.00 for any ten trading days within

any twenty consecutive trading day period within the five-year period following the Closing. The Founders Stock Letter also provides

that the Sponsor will bear any transaction costs in excess of $20,000,000 that are allocable to Switchback in accordance with

the Business Combination Agreement, excluding any costs associated with the PIPE Financing (as defined below).

connection with the execution of the Business Combination Agreement, on September 23, 2020, the Company entered into separate

subscription agreements (collectively, the “Subscription Agreements”) with a number of investors (collectively, the

“Subscribers”), pursuant to which the Subscribers agreed to purchase, and the Company agreed to sell to the Subscribers,

an aggregate of 22,500,000 shares of the Company’s Class A common stock for a purchase price of $10.00 per share and an

aggregate purchase price of $225,000,000, in a private placement (the “PIPE Financing”).

October 19, 2020, we filed a registration statement on Form S-4 (File No: 333-249549) (as amended, the “Registration

Statement”) relating to the Business Combination. On January 8, 2021, the SEC declared the Registration Statement effective.

We have mailed the definitive proxy statement/prospectus/consent solicitation statement relating to the special meeting of the

Company’s stockholders in connection with the Business Combination. The proxy statement/prospectus/consent

solicitation statement was mailed to the Company’s stockholders of record as of the close of business on December 16, 2020.

The Business Combination is expected to close in February 2021, subject to approval by the Company’s stockholders and other

customary closing conditions.

noted above, our Class A common stock is currently traded on the NYSE under the symbol “SBE.” Upon closing of the

Business Combination, the post-combination company (“New ChargePoint”) 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.”

Employees

currently have three officers. These individuals are not obligated to devote any specific number of hours to our matters but they

intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time that they will devote in any time period will vary based on whether a target business has been selected for

our initial business combination and the stage of the business combination process we are in.

Website

Our

website address is www.switchback-energy.com. Information contained on our website is not part of this Annual Report on Form 10-K.

Our

Annual Reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits

to these reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are available on our website, free

of charge, as soon as reasonably practicable after such reports are filed with, or furnished to, the SEC. Alternatively, you may

access these reports at the SEC’s website at www.sec.gov.

Item 1A.Risk Factors.

Aninvestment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, togetherwith the other information contained in this Annual Report on Form 10-K, including our financial statements and related notes,before making a decision to invest in our securities. If any of the following events occur, our business, financial conditionand operating results may be materially adversely affected. In that event, the trading price of our securities could decline,and you could lose all or part of your investment.

RiskFactor Summary

RisksRelated to ChargePoint

●	ChargePoint<br><br> is an early stage company with a history of losses, and expects to incur significant<br><br> expenses and continuing losses for the near term.
●	If<br><br> ChargePoint fails to manage growth effectively, its business, operating results and financial<br><br> condition could be affected.
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●	ChargePoint<br><br> currently faces competition from a number of companies, particularly in Europe, and expects<br><br> to face significant competition in the future as the market for electric vehicle (“EV”)<br><br> charging develops.
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●	Some<br><br> members of ChargePoint’s management have limited experience in operating a public<br><br> company.
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●	Changes<br><br> to fuel economy standards or the success of alternate fuels may negatively impact the<br><br> EV market and thus the demand for ChargePoint’s products and services.
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●	ChargePoint’s<br><br> future growth and success is highly correlated with and thus dependent upon the continuing<br><br> rapid adoption of EVs for passenger and fleet applications.
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●	The<br><br> reduction, modification, or elimination of rebates, tax credits and other financial incentives<br><br> from governments, utilities and others to offset the purchase or operating cost of EVs<br><br> and EV charging stations could cause reduced demand for EVs and EV charging stations,<br><br> which would adversely affect ChargePoint’s financial results.
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●	The<br><br> EV charging market is characterized by rapid technological change, which requires ChargePoint<br><br> to continue to develop new products and product innovations. Any delays in such developments<br><br> could adversely affect market adoption of its products and ChargePoint’s financial<br><br> results.
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●	ChargePoint’s<br><br> business may be adversely affected if it is unable to protect its technology and intellectual<br><br> property from unauthorized use by third parties.
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●	ChargePoint’s<br><br> business will depend upon customers renewing their services subscriptions. If customers<br><br> do not continue to use its subscription offerings or if they fail to add more stations,<br><br> its business and operating results will be adversely affected.
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●	ChargePoint’s<br><br> financial condition and results of operation are likely to fluctuate on a quarterly basis<br><br> in future periods, which could cause its results for a particular period to fall below<br><br> expectations, resulting in a decline in the price of the post-combination company’s<br><br> common stock.
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●	New<br><br> ChargePoint will incur significant increased expenses and administrative burdens as a<br><br> public company, which could have an adverse effect on its business, financial condition<br><br> and results of operations.
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RisksRelated to Switchback

●	We<br><br> are a newly incorporated company with no operating history and no revenues, and you have<br><br> no basis on which to evaluate our ability to achieve our business objective.

●	Past<br><br> performance by our management team and NGP may not be indicative of future performance<br><br> of an investment in us.
●	Our<br><br> public stockholders may not be afforded an opportunity to vote on an alternate business<br><br> combination, which means we may complete an initial business combination even though<br><br> a majority of our public stockholders do not support such combination.
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●	Your<br><br> only opportunity to affect the investment decision regarding a potential business combination<br><br> may be limited to the exercise of your right to redeem your shares from us for cash.
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●	If<br><br> we seek stockholder approval of an initial business combination, as we plan to do for<br><br> the proposed Business Combination, our initial stockholders and management team have<br><br> agreed to vote in favor of such initial business combination, regardless of how our public<br><br> stockholders vote.
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●	The<br><br> ability of our public stockholders to redeem their shares for cash may make our financial<br><br> condition unattractive to potential business combination targets, which may make it difficult<br><br> for us to enter into a business combination with a target.
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●	The<br><br> ability of our public stockholders to exercise redemption rights with respect to a larger<br><br> number of our shares could increase the probability that our initial business combination<br><br> would be unsuccessful and that you would have to wait for liquidation in order to redeem<br><br> your shares.
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●	The<br><br> requirement that we complete our initial business combination within the prescribed timeframe<br><br> may give potential target businesses leverage over us in negotiating a business combination<br><br> and may limit the time we have to conduct due diligence on potential business combination<br><br> targets as we approach our dissolution deadline, which could undermine our ability to<br><br> complete our business combination on terms that would produce value for our stockholders.
---	---
●	Any<br><br> target with which we ultimately consummate a business combination, including ChargePoint<br><br> as contemplated by the proposed Business Combination, may be materially adversely affected<br><br> by the recent coronavirus (“COVID-19”) outbreak and the status of debt and<br><br> equity markets.
---	---
●	If<br><br> a stockholder fails to receive notice of our offer to redeem our public shares in connection<br><br> with our business combination, or fails to comply with the procedures for tendering its<br><br> shares, such shares may not be redeemed.
---	---
●	Shareholders<br><br> have no rights or interests in funds from the trust account, except under certain limited<br><br> circumstances. Therefore, to liquidate your investment, you may be forced to sell your<br><br> public shares or warrants, potentially for a loss.
---	---
●	If<br><br> we are unable to complete the Business Combination or an alternate initial business combination,<br><br> our public stockholders may receive only their pro rata portion of the funds in the trust<br><br> account that are available for distribution to public stockholders, and our warrants<br><br> will expire without value to the holder.
---	---
●	The<br><br> other risks and uncertainties discussed in “Risk Factors” and elsewhere in<br><br> this Annual Report on Form 10-K.
---	---

RisksRelated to ChargePoint’s Business

ChargePointis an early stage company with a history of losses, and expects to incur significant expenses and continuing losses for the nearterm.

ChargePoint

incurred a net loss of $134.3 million for the year ended January 31, 2020 and as of January 31, 2020, ChargePoint

had an accumulated deficit of approximately $482.4 million. ChargePoint believes it will continue to incur operating and

net losses each quarter for the near term. Even if it achieves profitability, there can be no assurance that it will be able maintain

profitability in the future. ChargePoint’s potential profitability is particularly dependent upon the continued adoption

of EV’s by consumers and fleet operators, the widespread adoption of electric trucks and other vehicles and other electric

transportation modalities, which may not occur.

ChargePointhas experienced rapid growth and expects to invest in growth for the foreseeable future. If it fails to manage growth effectively,its business, operating results and financial condition could be adversely affected.

ChargePoint

has experienced rapid growth in recent periods. For example, the number of employees has grown from 587 as of January 31,

2019 to 743 as of January 31, 2020, including 54 employees in Europe as of January 31, 2019 to 77 as of January 31,

The growth and expansion of its business has placed and continues to place a significant strain on management, operations,

financial infrastructure and corporate culture. In the event of further growth, ChargePoint’s information technology systems

and ChargePoint’s internal control over financial reporting and procedures may not be adequate to support its operations

and may introduce opportunities for data security incidents that may interrupt business operations and permit bad actors to obtain

unauthorized access to business information or misappropriate funds. ChargePoint may also face risks to the extent such bad actors

infiltrate the information technology infrastructure of its contractors.

manage growth in operations and personnel, ChargePoint will need to continue to improve its operational, financial and management

controls and reporting systems and procedures. Failure to manage growth effectively could result in difficulty or delays in attracting

new customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new products and

services or enhancing existing products and services, loss of customers, information security vulnerabilities or other operational

difficulties, any of which could adversely affect its business performance and operating results.

ChargePointcurrently faces competition from a number of companies, particularly in Europe, and expects to face significant competition inthe future as the market for EV charging develops.

The

EV charging market is relatively new and competition is still developing. ChargePoint primarily competes with smaller providers

of EV charging station networks for installations, particularly in Europe. Large early stage markets, such as Europe, require

early engagement across verticals and customers to gain market share, and ongoing effort to scale channels, installers, teams

and processes. Some European customers require solutions not yet available and ChargePoint’s recent entrance into Europe

requires establishing itself against existing competitors. In addition, there are multiple competitors in Europe with limited

funding, which could cause poor experiences, hampering overall EV adoption or trust in any particular provider.

addition, there are other means for charging EVs, which could affect the level of demand for onsite charging capabilities at businesses.

For example, Tesla Inc. continues to build out its supercharger network across the United States for its vehicles, which

could reduce overall demand for EV charging at other sites. Also, third-party contractors can provide basic electric charging

capabilities to potential customers seeking to have on premise EV charging capability as well as for home charging. In addition,

many EV charging manufacturers, including ChargePoint, are offering home charging equipment, which could reduce demand for on

premise charging capabilities of potential customers and reduce the demand for onsite charging capabilities if EV owners find

charging at home to be sufficient.

Further,

ChargePoint’s current or potential competitors may be acquired by third parties with greater available resources. As a result,

competitors may be able to respond more quickly and effectively than ChargePoint to new or changing opportunities, technologies,

standards or customer requirements and may have the ability to initiate or withstand substantial price competition. In addition,

competitors may in the future establish cooperative relationships with vendors of complementary products, technologies or services

to increase the availability of their solutions in the marketplace. This competition may also materialize in the form of costly

intellectual property disputes or litigation.

New

competitors or alliances may emerge in the future that have greater market share, more widely adopted proprietary technologies,

greater marketing expertise and greater financial resources, which could put ChargePoint at a competitive disadvantage. Future

competitors could also be better positioned to serve certain segments of ChargePoint’s current or future target markets,

which could create price pressure. In light of these factors, even if ChargePoint’s offerings are more effective and higher

quality than those of its competitors, current or potential customers may accept competitive solutions. If ChargePoint fails to

adapt to changing market conditions or continue to compete successfully with current charging providers or new competitors, its

growth will be limited which would adversely affect its business and results of operations.

ChargePointfaces risks related to health pandemics, including the recent coronavirus pandemic, which could have a material adverse effecton its business and results of operations.

The

impact of COVID-19, including changes in consumer and business behavior, pandemic fears and market downturns, and restrictions

on business and individual activities, has created significant volatility in the global economy and has led to reduced economic

activity. The spread of COVID-19 has also created a disruption in the manufacturing, delivery and overall supply chain of

vehicle manufacturers and suppliers, and has led to a decrease in EV sales in markets around the world. Any sustained downturn

in demand for EVs would harm ChargePoint’s business.

The

pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans

and restrictions, quarantines, stay-at-home or shelter-in-place orders and business shutdowns. These measures may adversely

impact ChargePoint’s employees and operations and the operations of its customers, suppliers, vendors and business partners,

and may negatively impact demand for EV charging stations, particularly at workplaces. These measures by government authorities

may remain in place for a significant period of time and may adversely affect manufacturing and building plans, sales and marketing

activities, business and results of operations.

ChargePoint

has modified its business practices by recommending that all non-essential personnel work from home and cancelling or reducing

physical participation in sales activities, meetings, events and conferences. ChargePoint has also implemented additional safety

protocols for essential workers, has implemented cost cutting measures in order to reduce its operating costs, and may take further

actions as may be required by government authorities or that it determines are in the best interests of its employees, customers,

suppliers, vendors and business partners. There is no certainty that such actions will be sufficient to mitigate the risks posed

by the virus or otherwise be satisfactory to government authorities. If significant portions of ChargePoint’s workforce

are unable to work effectively, including due to illness, quarantines, social distancing, government actions or other restrictions

in connection with the COVID-19 pandemic, its operations will be negatively impacted. Furthermore, if significant portions

of its customers’ or potential customers’ workforces are subject to stay at home orders or otherwise have substantial

numbers of their employees working remotely for sustained periods of time, user demand for charging stations and services will

decline.

The

extent to which the COVID-19 pandemic impacts ChargePoint’s business, prospects and results of operations will depend

on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread

of the pandemic, its severity, the actions to contain the virus or treat its impact, and when and to what extent normal economic

and operating activities can resume. The COVID-19 pandemic could limit the ability of customers, suppliers, vendors and business

partners to perform, including third-party suppliers’ ability to provide components and materials used in charging

stations or in providing installation or maintenance services. Even after the COVID-19 pandemic has subsided, ChargePoint

may continue to experience an adverse impact to its business as a result of its global economic impact, including any recession

that has occurred or may occur in the future. Specifically, difficult macroeconomic conditions, such as decreases in per capita

income and level of disposable income, increased and prolonged unemployment or a decline in consumer confidence as a result of

the COVID-19 pandemic, as well as reduced spending by businesses, could each have a material adverse effect on the demand

for ChargePoint’s products and services.

ChargePointrelies on a limited number of suppliers and manufacturers for its charging stations. A loss of any of these partners could negativelyaffect its business.

ChargePoint

relies on a limited number of suppliers to manufacture its charging stations, including in some cases only a single supplier for

some products and components. This reliance on a limited number of manufacturers increases ChargePoint’s risks, since it

does not currently have proven reliable alternative or replacement manufacturers beyond these key parties. In the event of interruption,

it may not be able to increase capacity from other sources or develop alternate or secondary sources without incurring material

additional costs and substantial delays. Thus, ChargePoint’s business could be adversely affected if one or more of its

suppliers is impacted by any interruption at a particular location.

ChargePoint experiences a significant increase in demand for its charging stations, or if it needs to replace an existing supplier,

it may not be possible to supplement or replace them on acceptable terms, which may undermine its ability to deliver products

to customers in a timely manner. For example, it may take a significant amount of time to identify a manufacturer that has the

capability and resources to build charging stations in sufficient volume. Identifying suitable suppliers and manufacturers could

be an extensive process that requires ChargePoint to become satisfied with their quality control, technical capabilities, responsiveness

and service, financial stability, regulatory compliance, and labor and other ethical practices. Accordingly, a loss of any significant

suppliers or manufacturers could have an adverse effect on ChargePoint’s business, financial condition and operating results.

ChargePoint’sbusiness is subject to risks associated with construction, cost overruns and delays, and other contingencies that may arise inthe course of completing installations, and such risks may increase in the future as ChargePoint expands the scope of such serviceswith other parties.

ChargePoint

does not typically install charging stations at customer sites. These installations are typically performed by ChargePoint partners

or electrical contractors with an existing relationship with the customer and/or knowledge of the site. The installation of charging

stations at a particular site is generally subject to oversight and regulation in accordance with state and local laws and ordinances

relating to building codes, safety, environmental protection and related matters, and typically requires various local and other

governmental approvals and permits that may vary by jurisdiction. In addition, building codes, accessibility requirements or regulations

may hinder EV charger installation because they end up costing the developer or installer more in order to meet the code requirements.

Meaningful delays or cost overruns may impact ChargePoint’s recognition of revenue in certain cases and/or impact customer

relationships, either of which could impact ChargePoint’s business and profitability.

Furthermore,

ChargePoint may in the future elect to install charging stations at customer sites or manage contractors, likely as part of offering

customers a turnkey solution. Working with contractors may require ChargePoint to obtain licenses or require it or its customers

to comply with additional rules, working conditions and other union requirements, which can add costs and complexity to an installation

project. In addition, if these contractors are unable to provide timely, thorough and quality installation-related services,

customers could fall behind their construction schedules leading to liability to ChargePoint or cause customers to become dissatisfied

with the solutions ChargePoint offers.

WhileChargePoint to date has not made material acquisitions, should it pursue acquisitions in the future, it would be subject to risksassociated with acquisitions.

ChargePoint

may acquire additional assets, products, technologies or businesses that are complementary to its existing business. The process

of identifying and consummating acquisitions and the subsequent integration of new assets and businesses into ChargePoint’s

own business would require attention from management and could result in a diversion of resources from its existing business,

which in turn could have an adverse effect on its operations. Acquired assets or businesses may not generate the expected financial

results. Acquisitions could also result in the use of cash, potentially dilutive issuances of equity securities, the occurrence

of goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities

of the acquired business.

IfChargePoint is unable to attract and retain key employees and hire qualified management, technical, engineering and sales personnel,its ability to compete and successfully grow its business would be harmed.

ChargePoint’s

success depends, in part, on its continuing ability to identify, hire, attract, train and develop and retain highly qualified

personnel. The inability to do so effectively would adversely affect its business.

Competition

for employees can be intense, particularly in Silicon Valley where ChargePoint is headquartered, and the ability to attract, hire

and retain them depends on ChargePoint’s ability to provide competitive compensation. ChargePoint may not be able to attract,

assimilate, develop or retain qualified personnel in the future, and failure to do so could adversely affect its business, including

the execution of its global business strategy.

ChargePointis expanding operations internationally, which will expose it to additional tax, compliance, market and other risks.

ChargePoint’s

primary operations are in the United States and it maintains contractual relationships with parts and manufacturing suppliers

in Asia, Mexico and other locations. Also, ChargePoint is continuing to invest to increase its presence in Europe and to expand

a primarily software development team in India. Managing this expansion requires additional resources and controls, and could

subject ChargePoint to risks associated with international operations, including:

●	conformity<br><br> with applicable business customs, including translation into foreign languages and associated<br><br> expenses;
●	lack<br><br> of availability of government incentives and subsidies;
---	---
●	challenges<br><br> in arranging, and availability of, financing for customers;
---	---
●	potential<br><br> changes to its established business model;
---	---
●	cost<br><br> of alternative power sources, which could vary meaningfully outside the United States;
---	---
●	difficulties<br><br> in staffing and managing foreign operations in an environment of diverse culture, laws,<br><br> and customers, and the increased travel, infrastructure, and legal and compliance costs<br><br> associated with international operations;
---	---
●	installation<br><br> challenges;
---	---
●	differing<br><br> driving habits and transportation modalities in other markets;
---	---
●	different<br><br> levels of demand among commercial, fleet and residential customers;
---	---
●	compliance<br><br> with multiple, potentially conflicting and changing governmental laws, regulations, certifications,<br><br> and permitting processes including environmental, banking, employment, tax, information<br><br> security, privacy, and data protection laws and regulations such as the European Union<br><br> (the “EU”) General Data Protection Regulation (“GDPR”), national<br><br> legislation implementing the same and changing requirements for legally transferring<br><br> data out of the European Economic Area;
---	---
●	compliance<br><br> with U.S. and foreign anti-bribery laws including the Foreign Corrupt Practices<br><br> Act (“FCPA”) and the United Kingdom Anti-Bribery Act;
---	---
●	conforming<br><br> products to various international regulatory and safety requirements as well as charging<br><br> and other electric infrastructures;
---	---
●	difficulty<br><br> in establishing, staffing and managing foreign operations;
---	---
●	difficulties<br><br> in collecting payments in foreign currencies and associated foreign currency exposure;
---	---
●	restrictions<br><br> on repatriation of earnings;
---	---
●	compliance<br><br> with potentially conflicting and changing laws of taxing jurisdictions and compliance<br><br> with applicable U.S. tax laws as they relate to international operations, the complexity<br><br> and adverse consequences of such tax laws, and potentially adverse tax consequences due<br><br> to changes in such tax laws; and
---	---
●	regional<br><br> economic and political conditions.
---	---

a result of these risks, ChargePoint’s current expansion efforts and any potential future international expansion efforts

may not be successful.

Somemembers of ChargePoint’s management have limited experience in operating a public company.

Some

of ChargePoint’s executive officers have limited experience in the management of a publicly-traded company. The management

team may not successfully or effectively manage the transition to a public company that will be subject to significant regulatory

oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex

laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their

time may be devoted to these activities, which will result in less time being devoted to the management and growth of the company.

ChargePoint may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting

policies, practices or internal control over financial reporting required of public companies. The development and implementation

of the standards and controls and the hiring of experienced personnel necessary to achieve the level of accounting standards required

of a public company may require costs greater than expected.

ChargePointmay need to raise additional funds and these funds may not be available when needed.

ChargePoint

may need to raise additional capital in the future to further scale its business and expand to additional markets. ChargePoint

may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit

from government or financial institutions. ChargePoint cannot be certain that additional funds will be available on favorable

terms when required, or at all. If ChargePoint cannot raise additional funds when needed, its financial condition, results of

operations, business and prospects could be materially and adversely affected. If ChargePoint raises funds through the issuance

of debt securities or through loan arrangements, the terms of which could require significant interest payments, contain covenants

that restrict ChargePoint’s business, or other unfavorable terms. In addition, to the extent ChargePoint raises funds through

the sale of additional equity securities, ChargePoint stockholders would experience additional dilution.

ChargePoint’sheadquarters and other facilities are located in an active earthquake zone; an earthquake or other types of natural disastersor resource shortages, including public safety power shut-offs that have occurred and will continue to occur in California, coulddisrupt and harm its operations and those of ChargePoint’s customers.

ChargePoint

conducts a majority of its operations in the San Francisco Bay area in an active earthquake zone. The occurrence of a natural

disaster such as an earthquake, drought, flood, fire (such as the recent extensive wildfires in California), localized extended

outages of critical utilities (such as California’s public safety power shut-offs) or transportation systems, or any critical

resource shortages could cause a significant interruption in its business, damage or destroy its facilities or inventory, and

cause it to incur significant costs, any of which could harm its business, financial condition and results of operations. The

insurance ChargePoint maintains against fires, earthquakes and other natural disasters may not be adequate to cover losses in

any particular case.

addition, rolling public safety power shut offs in California or other states can affect user acceptance of EVs, as charging may

be unavailable at the desired times, or at all during these events. These shut offs could also affect the ability of fleet operators

to charge their EVs, which, for example, could adversely affect transportation schedules or any service level agreements to which

either ChargePoint or the fleet operator may be a party. If these events persist, the demand for EVs could decline, which would

result in reduced demand for charging solutions.

ChargePoint’sfuture revenue growth will depend in significant part on its ability to increase sales of its products and services to fleet operators.

ChargePoint’s

future revenue growth will depend in significant part on its ability to increase sales of its products and services to fleet operators.

The electrification of fleets is an emerging market, and fleet operators may not adopt EVs on a widespread basis and on the timelines

ChargePoint anticipates. In addition to the factors affecting the growth of the EV market generally, transitioning to an EV fleet

can be costly and capital intensive, which could result in slower than anticipated adoption. The sales cycle could also be longer

for sales to fleet operators, as they are often larger organizations, with more formal procurement processes than smaller commercial

site hosts. Fleet operators may also require significant additional services and support, and if ChargePoint is unable to provide

such services and support, it may adversely affect its ability to attract additional fleet operators as customers. Any failure

to attract and retain fleet operators as customers in the future would adversely affect ChargePoint’s business and results

of operations.

Computermalware, viruses, ransomware, hacking, phishing attacks and similar disruptions could result in security and privacy breachesand interruption in service, which could harm ChargePoint’s business.

Computer

malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in ChargePoint’s

services and operations and loss, misuse or theft of data. Computer malware, viruses, ransomware, hacking and phishing attacks

against online networks have become more prevalent and may occur on ChargePoint’s systems in the future. Any attempts by

cyber attackers to disrupt ChargePoint’s services or systems, if successful, could harm its business, introduce liability

to data subjects, result in the misappropriation of funds, be expensive to remedy and damage its reputation or brand. Insurance

may not be sufficient to cover significant expenses and losses related to cyber-attacks. Efforts to prevent cyber attackers from

entering computer systems are expensive to implement, and ChargePoint may not be able to cause the implementation or enforcement

of such preventions with respect to its third-party vendors. Though it is difficult to determine what, if any, harm may directly

result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of

systems and technical infrastructure may, in addition to other losses, harm ChargePoint’s reputation, brand and ability

to attract customers.

ChargePoint

has previously experienced, and may in the future experience, service disruptions, outages and other performance problems due

to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity

constraints. If ChargePoint’s services are unavailable when users attempt to access them, they may seek other services,

which could reduce demand for its solutions from target customers.

ChargePoint

has processes and procedures in place designed to enable it to quickly recover from a disaster or catastrophe and continue business

operations and has tested this capability under controlled circumstances. However, there are several factors ranging from human

error to data corruption that could materially impact the efficacy of such processes and procedures, including by lengthening

the time services are partially or fully unavailable to customers and users. It may be difficult or impossible to perform some

or all recovery steps and continue normal business operations due to the nature of a particular disaster or catastrophe, especially

during peak periods, which could cause additional reputational damages, or loss of revenues, any of which could adversely affect

its business and financial results.

RisksRelated to the EV Market

Changesto fuel economy standards or the success of alternative fuels may negatively impact the EV market and thus the demand for ChargePoint’sproducts and services.

regulatory initiatives have required an increase in the mileage capabilities of cars, consumption of renewable transportation

fuels, such as ethanol and biodiesel, and consumer acceptance of EVs and other alternative vehicles has been increasing. If fuel

efficiency of non-electric vehicles continues to rise, whether as the result of regulations or otherwise, and affordability

of vehicles using renewable transportation fuels improves, the demand for electric and high energy vehicles could diminish. In

addition, the EV fueling model is different than gas or other fuel models, requiring behavior change and education of influencers,

consumers and others such as regulatory bodies. Developments in alternative technologies, such as advanced diesel, ethanol, fuel

cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely

affect demand for EVs and EV charging stations. For example, fuel which is abundant and relatively inexpensive in the United States,

such as compressed natural gas, may emerge as preferred alternative to petroleum-based propulsion. Regulatory bodies may

also adopt rules that substantially favor certain alternatives to petroleum-based propulsion over others, which may not necessarily

be EVs. This may impose additional obstacles to the purchase of EVs or the development of a more ubiquitous EV market. Finally,

the current litigation between the state of California and the National Highway Traffic Safety Administration could impact California’s

ability to set fuel economy standards that encourage the adoption of EVs, and could be followed by many other states. If any of

the above cause or contribute to consumers or businesses to no longer purchase EVs or purchase them at a lower rate, it would

materially and adversely affect ChargePoint’s business, operating results, financial condition and prospects.

ChargePoint’sfuture growth and success is highly correlated with and thus dependent upon the continuing rapid adoption of EVs for passengerand fleet applications.

ChargePoint’s

future growth is highly dependent upon the adoption of EVs by businesses and consumers. The market for EVs is still rapidly evolving,

characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and

industry standards and changing consumer demands and behaviors, changing levels of concern related to environmental issues and

governmental initiatives related to climate change and the environment generally. Although demand for EVs has grown in recent

years, there is no guarantee of continuing future demand. If the market for EVs develops more slowly than expected, or if demand

for EVs decreases, ChargePoint’s business, prospects, financial condition and operating results would be harmed. The market

for EVs could be affected by numerous factors, such as:

●	perceptions<br><br> about EV features, quality, safety, performance and cost;
●	perceptions<br><br> about the limited range over which EVs may be driven on a single battery charge;
---	---
●	competition,<br><br> including from other types of alternative fuel vehicles, plug-in hybrid electric<br><br> vehicles and high fuel-economy internal combustion engine vehicles;
---	---
●	volatility<br><br> in the cost of oil and gasoline;
---	---
●	concerns<br><br> regarding the stability of the electrical grid;
---	---
●	the<br><br> decline of an EV battery’s ability to hold a charge over time;
---	---
●	availability<br><br> of service for EVs;
---	---
●	consumers’<br><br> perception about the convenience and cost of charging EVs;
---	---
●	increases<br><br> in fuel efficiency;
---	---
●	government<br><br> regulations and economic incentives, including adverse changes in, or expiration of,<br><br> favorable tax incentives related to EVs, EV charging stations or decarbonization generally;
---	---
●	relaxation<br><br> of government mandates or quotas regarding the sale of EVs; and
---	---
●	concerns<br><br> about the future viability of EV manufacturers.
---	---

addition, sales of vehicles in the automotive industry can be cyclical, which may affect growth in acceptance of EVs. It is uncertain

how macroeconomic factors will impact demand for EVs, particularly since they can be more expensive than traditional gasoline-powered vehicles,

when the automotive industry globally has been experiencing a recent decline in sales. Furthermore, because fleet operators often

make large purchases of EVs, this cyclicality and volatility in the automotive industry may be more pronounced with commercial

purchasers, and any significant decline in demand from these customers could reduce demand for EV charging and ChargePoint’s

products and services in particular.

Demand

for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles,

such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations,

including tariffs, import regulation and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may result

in reduced demand for EV charging solutions and therefore adversely affect ChargePoint’s business, financial condition and

operating results.

TheEV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilitiesand others to offset the purchase or operating cost of EVs and EV charging stations. In particular, ChargePoint’s marketingefforts have heavily relied upon federal tax credits available to purchasers of its EV charging stations that effectively providepurchasers with a significantly discounted purchase price. The reduction, modification, or elimination of such benefits couldcause reduced demand for EVs and EV charging stations, which would adversely affect ChargePoint’s financial results.

The

U.S. federal government, foreign governments and some state and local governments provide incentives to end users and purchasers

of EVs and EV charging stations in the form of rebates, tax credits and other financial incentives, such as payments for regulatory

credits. The EV market relies on these governmental rebates, tax credits and other financial incentives to significantly lower

the effective price of EVs and EV charging stations to customers. However, these incentives may expire on a particular date, end

when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy. In particular,

ChargePoint has heavily relied upon the availability of federal tax credits to purchasers under Section 30C of the Code (as

defined below) to market its EV charging stations, which can effectively provide such purchasers with up to a 30% discount off

the purchase price of ChargePoint’s EV charging stations. The credits under Section 30C of the Code are set to expire

on December 31, 2020 and thus would not be available to ChargePoint’s customers unless extended. There can be no assurance

that the credits under Section 30C of the Code will be extended, or if extended, will not be otherwise reduced. **** Any

reduction in rebates, tax credits or other financial incentives, including the credit under Section 30C of the Code, could

materially reduce the demand for EVs and ChargePoint’s solutions and, as a result, may adversely impact ChargePoint’s

business and expansion potential.

ChargePoint

also derives other revenue from regulatory credits. If government support of these credits declines, ChargePoint’s ability

to generate this other revenue in the future would be adversely affected. Recently, ChargePoint has derived a slight majority

of its other revenue from regulatory credits, and ChargePoint expects revenue from this source will decline as a percentage of

other and total revenue over time. Further, the availability of such credits may decline even with general governmental support

of the transition to EV infrastructure. For example, in September 2020, California Governor Gavin Newsom issued Executive Order

N-79-20 (the “EO”), announcing a target for all in-state sales of new passenger cars and trucks to be zero-emission by

While the EO calls for the support of EV infrastructure, the form of this support is unclear. If California or other jurisdictions

choose to adopt regulatory mandates instead of establishing or continuing green energy credit regimes for EV infrastructure, ChargePoint’s

revenue from these credits would be adversely impacted.

TheEV charging market is characterized by rapid technological change, which requires ChargePoint to continue to develop new productsand product innovations. Any delays in such development could adversely affect market adoption of its products and ChargePoint’sfinancial results.

Continuing

technological changes in battery and other EV technologies could adversely affect adoption of current EV charging technology and/or

ChargePoint’s products. ChargePoint’s future success will depend upon its ability to develop and introduce a variety

of new capabilities and innovations to its existing product offerings, as well as introduce a variety of new product offerings,

to address the changing needs of the EV charging market. As new products are introduced, gross margins tend to decline in the

near term and improves as the product become more mature and with a more efficient manufacturing process.

EV technologies change, ChargePoint may need to upgrade or adapt its charging station technology and introduce new products and

services in order to serve vehicles that have the latest technology, in particular battery cell technology, which could involve

substantial costs. Even if ChargePoint is able to keep pace with changes in technology and develop new products and services,

its research and development expenses could increase, its gross margins could be adversely affected in some periods and its prior

products could become obsolete more quickly than expected.

ChargePoint

cannot guarantee that any new products will be released in a timely manner, or at all, or achieve market acceptance. Delays in

delivering new products that meet customer requirements could damage ChargePoint’s relationships with customers and lead

them to seek alternative providers. Delays in introducing products and innovations or the failure to offer innovative products

or services at competitive prices may cause existing and potential customers to purchase ChargePoint’s competitors’

products or services.

ChargePoint is unable to devote adequate resources to develop products or cannot otherwise successfully develop products or services

that meet customer requirements on a timely basis or that remain competitive with technological alternatives, its products and

services could lose market share, its revenue will decline, it may experience higher operating losses and its business and prospects

will be adversely affected.

RisksRelated to ChargePoint’s Technology, Intellectual Property and Infrastructure

ChargePointmay need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive.

From

time to time, the holders of intellectual property rights may assert their rights and urge ChargePoint to take licenses, and/or

may bring suits alleging infringement or misappropriation of such rights. There can be no assurance that ChargePoint will be able

to mitigate the risk of potential suits or other legal demands by competitors or other third parties. Accordingly, ChargePoint

may consider entering into licensing agreements with respect to such rights, although no assurance can be given that such licenses

can be obtained on acceptable terms or that litigation will not occur, and such licenses and associated litigation could significantly

increase ChargePoint’s operating expenses. In addition, if ChargePoint is determined to have or believes there is a high

likelihood that it has infringed upon or misappropriated a third party’s intellectual property rights, it may be required

to cease making, selling or incorporating certain key components or intellectual property into the products and services it offers,

to pay substantial damages and/or royalties, to redesign its products and services, and/or to establish and maintain alternative

branding. In addition, to the extent that ChargePoint’s customers and business partners become the subject of any allegation

or claim regarding the infringement or misappropriation of intellectual property rights related to ChargePoint’s products

and services, ChargePoint may be required to indemnify such customers and business partners. If ChargePoint were required to take

one or more such actions, its business, prospects, operating results and financial condition could be materially and adversely

affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and

diversion of resources and management attention.

ChargePoint’sbusiness may be adversely affected if it is unable to protect its technology and intellectual property from unauthorized use bythird parties.

ChargePoint’s

success depends, at least in part, on ChargePoint’s ability to protect its core technology and intellectual property. To

accomplish this, ChargePoint relies on, and plans to continue relying on, a combination of patents, trade secrets (including know-how),

employee and third-party nondisclosure agreements, copyright, trademarks, intellectual property licenses and other contractual

rights to retain ownership of, and protect, its technology. Failure to adequately protect its technology and intellectual property

could result in competitors offering similar products, potentially resulting in the loss of some of ChargePoint’s competitive

advantage and a decrease in revenue which would adversely affect its business, prospects, financial condition and operating results.

The

measures ChargePoint takes to protect its technology intellectual property from unauthorized use by others may not be effective

for various reasons, including the following:

●	any<br><br> patent applications ChargePoint submits may not result in the issuance of patents;
●	the<br><br> scope of issued patents may not be broad enough to protect proprietary rights;
---	---
●	any<br><br> issued patents may be challenged by competitors and/or invalidated by courts or governmental<br><br> authorities;
---	---
●	the<br><br> costs associated with enforcing patents, confidentiality and invention agreements or<br><br> other intellectual property rights may make aggressive enforcement impracticable;
---	---
●	current<br><br> and future competitors may circumvent patents or independently develop similar trade<br><br> secrets or works of authorship, such as software;
---	---
●	know-how and<br><br> other proprietary information ChargePoint purports to hold as a trade secret may not<br><br> qualify as a trade secret under applicable laws; and
---	---
●	proprietary<br><br> designs and technology embodied in ChargePoint’s products may be discoverable by<br><br> third-parties through means that do not constitute violations of applicable laws.
---	---

Patent,

trademark, and trade secret laws vary significantly throughout the world. Some foreign countries do not protect intellectual property

rights to the same extent as do the laws of the United States. Further, policing the unauthorized use of its intellectual

property in foreign jurisdictions may be difficult or impossible. Therefore, ChargePoint’s intellectual property rights

may not be as strong or as easily enforced outside of the United States.

Certain

patents in the EV space may come to be considered “standards essential.” If this is the case with respect to any of

ChargePoint’s patents, it may be required to license certain technology on “fair, reasonable and non-discriminatory”

terms, decreasing revenue. Further, competitors, vendors, or customers may, in certain instances, be free to create variations

or derivative works of ChargePoint technology and intellectual property, and those derivative works may become directly competitive

with ChargePoint’s offerings. Finally, ChargePoint may not be able to leverage, or obtain ownership of, all technology and

intellectual property developed by ChargePoint’s vendors in connection with design and manufacture of ChargePoint’s

products, thereby jeopardizing ChargePoint’s ability to obtain a competitive advantage over its competitors.

Thecurrent lack of international standards may lead to uncertainty, additional competition and further unexpected costs.

Lack

of industry standards for EV station management, coupled with utilities and other large organizations mandating their own adoption

of specifications that have not become widely adopted in the industry, may hinder innovation or slow new product or new feature

introduction.

addition, automobile manufacturers may choose to utilize their own proprietary systems, which could lock out competition for EV

charging stations, or to use their size and market position to influence the market, which could limit ChargePoint’s market

and reach to customers, negatively impacting its business.

Further,

should regulatory bodies later impose a standard that is not compatible with ChargePoint’s infrastructure, it may incur

significant costs to adapt its business model to the new regulatory standard, which may require significant time and, as a result,

may have a material adverse effect on its revenues or results of operations.

ChargePoint’stechnology could have undetected defects, errors or bugs in hardware or software which could reduce market adoption, damage itsreputation with current or prospective customers, and/or expose it to product liability and other claims that could materiallyand adversely affect its business.

ChargePoint

may be subject to claims that charging stations have malfunctioned and persons were injured or purported to be injured. Any insurance

that ChargePoint carries may not be sufficient or it may not apply to all situations. Similarly, to the extent that such malfunctions

are related to components obtained from third-party vendors, such vendors may not assume responsibility for such malfunctions.

In addition, ChargePoint’s customers could be subjected to claims as a result of such incidents and may bring legal claims

against ChargePoint to attempt to hold it liable. Any of these events could adversely affect ChargePoint’s brand, relationships

with customers, operating results or financial condition.

Across

ChargePoint’s product line, ChargePoint develops equipment solutions based on preferred second source or common off-the-shelf vendors.

However, due to its designs, ChargePoint does rely on some single source vendors, the unavailability or failure of which can pose

risks to supply chain or product shipping situations.

Furthermore,

ChargePoint’s software platform is complex, developed for over a decade by many developers, and includes a number of licensed

third-party commercial and open-source software libraries. ChargePoint’s software has contained defects and errors

and may in the future contain undetected defects or errors. ChargePoint is continuing to evolve the features and functionality

of its platform through updates and enhancements, and as it does, it may introduce additional defects or errors that may not be

detected until after deployment to customers. In addition, if ChargePoint’s products and services, including any updates

or patches, are not implemented or used correctly or as intended, inadequate performance and disruptions in service may result.

Any

defects or errors in product or services offerings, or the perception of such defects or errors, or other performance problems

could result in any of the following, each of which could adversely affect ChargePoint’s business and results of its operations:

●	expenditure<br><br> of significant financial and product development resources, including recalls, in efforts<br><br> to analyze, correct, eliminate or work around errors or defects;

●	loss<br><br> of existing or potential customers or partners;
●	interruptions<br><br> or delays in sales;
---	---
●	delayed<br><br> or lost revenue;
---	---
●	delay<br><br> or failure to attain market acceptance;
---	---
●	delay<br><br> in the development or release of new functionality or improvements;
---	---
●	negative<br><br> publicity and reputational harm;
---	---
●	sales<br><br> credits or refunds;
---	---
●	exposure<br><br> of confidential or proprietary information;
---	---
●	diversion<br><br> of development and customer service resources;
---	---
●	breach<br><br> of warranty claims;
---	---
●	legal<br><br> claims under applicable laws, rules and regulations; and
---	---
●	an<br><br> increase in collection cycles for accounts receivable or the expense and risk of litigation.
---	---

Although

ChargePoint has contractual protections, such as warranty disclaimers and limitation of liability provisions, in many of its agreements

with customers, resellers and other business partners, such protections may not be uniformly implemented in all contracts and,

where implemented, may not fully or effectively protect from claims by customers, reseller, business partners or other third parties.

Any insurance coverage or indemnification obligations of suppliers may not adequately cover all such claims, or cover only a portion

of such claims. A successful product liability, warranty, or other similar claim could have an adverse effect on ChargePoint’s

business, operating results and financial condition. In addition, even claims that ultimately are unsuccessful could result in

expenditure of funds in litigation, divert management’s time and other resources and cause reputational harm.

addition, ChargePoint relies on some open-source software and libraries issued under the General Public License (or similar

“copyleft” licenses) for development of its products and may continue to rely on similar copyleft licenses. Third-parties may

assert a copyright claim against ChargePoint regarding its use of such software or libraries, which could lead to the adverse

results listed above. Use of such software or libraries may also force ChargePoint to provide third parties, at no cost, the source

code to its proprietary software, which may decrease revenue and lessen any competitive advantage ChargePoint has due to the secrecy

of its source code.

Interruptions,delays in service or inability to increase capacity, including internationally, at third-party data center facilities could impairthe use or functionality of ChargePoint’s subscription services, harm its business and subject it to liability.

ChargePoint

currently serves customers from third-party data center facilities operated by Amazon Web Services (“AWS”) located

in the United States, Europe and Canada. In addition to AWS, some ChargePoint services are housed in third-party data

centers operated by Rackspace in the United States. Any outage or failure of such data centers could negatively affect ChargePoint’s

product connectivity and performance. ChargePoint’s primary environments are behind the Content Delivery Network operated

by Cloudflare, and any interruptions of Cloudflare’s services could negatively affect ChargePoint’s product connectivity

and performance. Furthermore, ChargePoint depends on connectivity from its charging stations to its data centers through cellular

service providers, such as Verizon Wireless. Any incident affecting a data center facility’s or a cellular service provider’s

infrastructure or operations, whether caused by fire, flood, severe storm, earthquake, power loss, telecommunications failures,

breach of security protocols, computer viruses and disabling devices, failure of access control mechanisms, natural disasters,

war, criminal act, military actions, terrorist attacks and other similar events could negatively affect the use, functionality

or availability of ChargePoint’s services.

Any

damage to, or failure of, ChargePoint’s systems, or those of its third-party providers, could interrupt or hinder the

use or functionality of its services. Impairment of or interruptions in ChargePoint’s services may reduce revenue, subject

it to claims and litigation, cause customers to terminate their subscriptions, and adversely affect renewal rates and its ability

to attract new customers. ChargePoint’s business will also be harmed if customers and potential customers believe its products

and services are unreliable.

ChargePointexpects to incur research and development costs and devote significant resources to developing new products, which could significantlyreduce its profitability and may never result in revenue to ChargePoint.

ChargePoint’s

future growth depends on penetrating new markets, adapting existing products to new applications and customer requirements, and

introducing new products that achieve market acceptance. ChargePoint plans to incur significant research and development costs

in the future as part of its efforts to design, develop, manufacture and introduce new products and enhance existing products.

ChargePoint’s research and development expenses were $69.5 million, $50.5 million, $42.7 million and $54.1

million during the fiscal years ended January 31, 2020, 2019 and 2018 and the nine months ended October 31, 2020, respectively,

and are likely to grow in the future. Further, ChargePoint’s research and development program may not produce successful

results, and its new products may not achieve market acceptance, create additional revenue or become profitable.

Customer-RelatedRisks

ChargePointmay be unable to leverage customer data in all geographic locations, and this limitation may impact research and development operations.

ChargePoint

relies on data collected through charging stations or its mobile application, including usage data and geolocation data. ChargePoint

uses this data in connection with the research, development and analysis of its technologies. ChargePoint’s inability to

obtain necessary rights to use this data or freely transfer this data out of, for example, the European Economic Area, could result

in delays or otherwise negatively impact ChargePoint’s research and development efforts.

IfChargePoint fails to offer high-quality support to station owners and drivers, its business and reputation will suffer.

Once

a customer has installed ChargePoint charging stations and subscribed to ChargePoint’s services, station owners and drivers

will rely on ChargePoint to provide support services to resolve any issues that might arise in the future. Rapid and high-quality customer

support is important so station owners can provide charging services and drivers can receive reliable charging for their EVs.

The importance of high-quality customer support will increase as ChargePoint seeks to expand its business and pursue new

customers and geographies. If ChargePoint does not quickly resolve issues and provide effective support, its ability to retain

customers or sell additional products and services to existing customers could suffer and its brand and reputation could be harmed.

ChargePoint’sbusiness will depend on customers renewing their services subscriptions. If customers do not continue to use its subscriptionofferings or if they fail to add more stations, its business and operating results will be adversely affected.

addition to selling charging station hardware, ChargePoint also depends on customers continuing to subscribe to its EV charging

services and extended warranty coverages. Therefore, it is important that customers renew their subscriptions when the contract

term expires and add additional charging stations and services to their subscriptions. Customers may decide not to renew their

subscriptions with a similar contract period, at the same prices or terms or with the same or a greater number of users, stations

or level of functionality. Customer retention may decline or fluctuate as a result of a number of factors, including satisfaction

with software and features, functionality of the charging stations, prices, features and pricing of competing products, reductions

in spending levels, mergers and acquisitions involving customers and deteriorating general economic conditions.

customers do not renew their subscriptions, if they renew on less favorable terms or if they fail to add products or services,

ChargePoint’s business and operating results will be adversely affected.

Changesin subscriptions or pricing models may not be reflected in near-term operating results.

ChargePoint

generally recognizes subscription revenue from customers ratably over the terms of their contracts. As a result, most of the subscription

revenue reported in each quarter is derived from the recognition of deferred revenue relating to subscriptions entered into during

previous quarters. Consequently, a decline in new or renewed subscriptions in any single quarter will likely have only a small

impact on revenue for that quarter. However, such a decline will negatively affect revenue in future quarters. In addition, the

severity and duration of events may not be predictable and their effects could extend beyond a single quarter. Accordingly, the

effect of significant downturns in sales and market acceptance of subscription services, and potential changes in pricing policies

or rate of renewals, may not be fully apparent until future periods.

Failureto effectively expand ChargePoint’s sales and marketing capabilities could harm its ability to increase its customer baseand achieve broader market acceptance of its solutions.

ChargePoint’s

ability to grow its customer base, achieve broader market acceptance, grow revenue, and achieve and sustain profitability will

depend, to a significant extent, on its ability to effectively expand its sales and marketing operations and activities. Sales

and marketing expenses represent a significant percentage of its total revenue, and its operating results will suffer if sales

and marketing expenditures do not contribute significantly to increasing revenue.

ChargePoint

is substantially dependent on its direct sales force to obtain new customers. ChargePoint plans to continue to expand its direct

sales force both domestically and internationally but it may not be able to recruit and hire a sufficient number of sales personnel,

which may adversely affect its ability to expand its sales capabilities. New hires require significant training and time before

they achieve full productivity, particularly in new sales territories. Recent hires and planned hires may not become as productive

as quickly as anticipated, and ChargePoint may be unable to hire or retain sufficient numbers of qualified individuals. Furthermore,

hiring sales personnel in new countries can be costly, complex and time-consuming, and requires additional set up and upfront

costs that may be disproportionate to the initial revenue expected from those countries. There is significant competition for

direct sales personnel with the strong sales skills and technical knowledge. ChargePoint’s ability to achieve significant

revenue growth in the future will depend, in large part, on its success in recruiting, training, incentivizing and retaining a

sufficient number of qualified direct sales personnel and on such personnel attaining desired productivity levels within a reasonable

amount of time. ChargePoint’s business will be harmed if continuing investment in its sales and marketing capabilities does

not generate a significant increase in revenue.

Financial,Tax and Accounting-Related Risks

ChargePoint’sfinancial condition and results of operations are likely to fluctuate on a quarterly basis in future periods, which could causeits results for a particular period to fall below expectations, resulting in a decline in the price of the post-combination company’scommon stock.

ChargePoint’s

financial condition and results of operations have fluctuated in the past and may continue to fluctuate in the future due to a

variety of factors, many of which are beyond its control.

addition to the other risks described herein, the following factors could also cause ChargePoint’s financial condition and

results of operations to fluctuate on a quarterly basis:

●	the<br><br> timing and volume of new sales;
●	fluctuations<br><br> in service costs, particularly due to unexpected costs of servicing and maintaining charging<br><br> stations;
---	---
●	the<br><br> timing of new product introductions, which can initially have lower gross margins;
---	---
●	weaker<br><br> than anticipated demand for charging stations, whether due to changes in government incentives<br><br> and policies or due to other conditions;
---	---
●	fluctuations<br><br> in sales and marketing or research and development expenses;
---	---
●	supply<br><br> chain interruptions and manufacturing or delivery delays;
---	---

●	the<br><br> timing and availability of new products relative to customers’ and investors’<br><br> expectations;
●	the<br><br> length of the sales and installation cycle for a particular customer;
---	---
●	the<br><br> impact of COVID-19 on ChargePoint’s workforce, or those of its customers,<br><br> suppliers, vendors or business partners;
---	---
●	disruptions<br><br> in sales, production, service or other business activities or ChargePoint’s inability<br><br> to attract and retain qualified personnel; and
---	---
●	unanticipated<br><br> changes in federal, state, local or foreign government incentive programs, which can<br><br> affect demand for EVs.
---	---

Fluctuations

in operating results and cash flow could, among other things, give rise to short-term liquidity issues. In addition, revenue,

and other operating results in future quarters may fall short of the expectations of investors and financial analysts, which could

have an adverse effect on the price of the common stock.

Changesto applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could affect New ChargePoint’sbusiness and future profitability.

New

ChargePoint is a U.S. corporation and thus subject to U.S. corporate income tax on its worldwide operations. Moreover, the majority

of New ChargePoint’s operations and customers are located in the United States, and as a result, New ChargePoint is

subject to various U.S. federal, state and local taxes. New U.S. laws and policy relating to taxes may have an adverse effect

on New ChargePoint’s business and future profitability. Further, existing U.S. tax laws, statutes, rules, regulations or

ordinances could be interpreted, changed, modified or applied adversely to New ChargePoint.

For

example, on December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), was signed into law making

significant changes to the Internal Revenue Code of 1986, as amended (the “Code”),and certain provisions of the Tax

Act may adversely affect New ChargePoint. In particular, sweeping changes were made to the U.S. taxation of foreign operations.

Changes include, but are not limited to, a permanent reduction to the corporate income tax rate, limiting interest deductions,

a reduction to the maximum deduction allowed for net operating losses generated in tax years after December 31, 2017, the

elimination of carrybacks of net operating losses, adopting elements of a territorial tax system, assessing a repatriation tax

or “toll-charge” on undistributed earnings and profits of U.S.-owned foreign corporations, and introducing certain

anti-base erosion provisions, including a new minimum tax on global intangible low-taxed income and base erosion and

anti-abuse tax. The Tax Act could be subject to potential amendments and technical corrections, and is subject to interpretations

and implementing regulations by the U.S. Treasury and the Internal Revenue Service (the “IRS”), any of which could

mitigate or increase certain adverse effects of the legislation.

addition to the impact of the Tax Act on New ChargePoint’s federal taxes, the Tax Act may impact New ChargePoint’s

taxation in other jurisdictions, including with respect to state income taxes as state legislatures have not had sufficient time

to respond to the Tax Act. Accordingly, there is uncertainty as to how the laws will apply in the various state jurisdictions.

Additionally, other foreign governing bodies may enact changes to their tax laws in reaction to the Tax Act that could result

in changes to New ChargePoint’s global tax position and materially adversely affect its business and future profitability.

Asa result of New ChargePoint’s plans to expand operations, including to jurisdictions in which the tax laws may not be favorable,New ChargePoint’s tax rate may fluctuate, tax obligations may become significantly more complex and subject to greater riskof examination by taxing authorities or New ChargePoint may be subject to future changes in tax law, the impacts of which couldadversely affect New ChargePoint’s after-tax profitability and financial results.

Because

ChargePoint does not have a long history of operating at its present scale and it has significant expansion plans, New ChargePoint’s

effective tax rate may fluctuate in the future. Future effective tax rates could be affected by operating losses in jurisdictions

where no tax benefit can be recorded under accounting principles generally accepted in the United States of America (“U.S.

GAAP”), changes in the composition of earnings in countries with differing tax rates, changes in deferred tax assets and

liabilities, or changes in tax laws. Factors that could materially affect New ChargePoint’s future effective tax rates include,

but are not limited to: (a) changes in tax laws or the regulatory environment, (b) changes in accounting and tax standards

or practices, (c) changes in the composition of operating income by tax jurisdiction and (d) New ChargePoint’s

operating results before taxes.

Additionally,

after the Business Combination, New ChargePoint’s operations will be subject to significant income, withholding and other

tax obligations in the United States and may become subject to taxes in numerous additional state, local and non-U.S. jurisdictions

with respect to its income, operations and subsidiaries related to those jurisdictions. New ChargePoint’s after-tax profitability

and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of

tax deductions, credits, exemptions, refunds (including refunds of value added taxes) and other benefits to reduce New ChargePoint’s

tax liabilities, (b) changes in the valuation of New ChargePoint’s deferred tax assets and liabilities, (c) expected

timing and amount of the release of any tax valuation allowances, (d) tax treatment of stock-based compensation, (e) changes

in the relative amount of New ChargePoint’s earnings subject to tax in the various jurisdictions in which New ChargePoint

operates or has subsidiaries, (f) the potential expansion of New ChargePoint’s business into or otherwise becoming

subject to tax in additional jurisdictions, (g) changes to New ChargePoint’s existing intercompany structure (and any

costs related thereto) and business operations, (h) the extent of New ChargePoint’s intercompany transactions and the

extent to which taxing authorities in the relevant jurisdictions respect those intercompany transactions and (i) New ChargePoint’s

ability to structure New ChargePoint’s operations in an efficient and competitive manner. Due to the complexity of multinational

tax obligations and filings, New ChargePoint may have a heightened risk related to audits or examinations by U.S. federal, state,

local and non-U.S. taxing authorities. Outcomes from these audits or examinations could have an adverse effect on New ChargePoint’s

after-tax profitability and financial condition. Additionally, the IRS and several foreign tax authorities have increasingly

focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles.

Tax authorities could disagree with ChargePoint’s intercompany charges, cross-jurisdictional transfer pricing or other

matters and assess additional taxes. If ChargePoint does not prevail in any such disagreements, its profitability may be affected.

New

ChargePoint’s after-tax profitability and financial results may also be adversely impacted by changes in the relevant

tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations

thereof, in each case, possibly with retroactive effect. For example, the Multilateral Convention to Implement Tax Treaty Related

Measures to Prevent BEPS recently entered into force among the jurisdictions that have ratified it, although the United States

has not yet entered into this convention. These recent changes could negatively impact New ChargePoint’s taxation, especially

as New ChargePoint expands its relationships and operations internationally.

Theability of New ChargePoint to utilize net operating loss and tax credit carryforwards following the Business Combinationis conditioned upon New ChargePoint attaining profitability and generating taxable income. ChargePoint has incurred significantnet losses since inception and it is anticipated that New ChargePoint will continue to incur significant losses. Additionally,New ChargePoint’s ability to utilize net operating loss and tax credit carryforwards to offset future taxable income maybe limited.

of January 31, 2020, ChargePoint had $404.3 million of U.S. federal and $224.1 million of California net operating

loss carryforwards available to reduce future taxable income, of which $264.6 million of the U.S. federal net operating loss

carryforwards can be carried forward indefinitely. The U.S. federal and California state net operating loss carryforwards begin

to expire in 2028, and alternative refueling property tax credits of $1.4 million begin to expire in 2030. In addition, ChargePoint

had net operating loss carryforwards for other states of $102.7 million, which begin to expire in 2022. The Tax Act included

a reduction to the maximum deduction allowed for net operating losses generated in tax years after December 31, 2017 and

the elimination of carrybacks of net operating losses. Under the Coronavirus Aid, Relief, and Economic Security Act, or the CARES

Act, which modified the Tax Act, U.S. federal net operating loss carryforwards generated in taxable periods beginning after December 31,

2017, may be carried forward indefinitely, but the deductibility of such net operating loss carryforwards in taxable years beginning

after December 31, 2020, is limited to 80% of taxable income. It is possible that New ChargePoint will not generate taxable

income in time to utilize the net operating loss carryforwards. In addition, net operating loss carryforwards and certain tax

credits may be subject to significant limitations under Section 382 and Section 383 of the Code, respectively, and similar

provisions of state law. Under those sections of the Code, if a corporation undergoes an “ownership change,” the corporation’s

ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax

credits, to offset its post-change income or tax may be limited. In general, an “ownership change” will occur

if there is a cumulative change in ownership by “5% stockholders” that exceeds 50 percentage points over a rolling

three-year period. If ChargePoint has experienced an ownership change at any time since its incorporation, New ChargePoint

may already be subject to limitations on its ability to utilize its existing net operating loss carryforwards and other tax attributes

to offset taxable income or tax liability. In addition, the Business Combination, and future changes in New ChargePoint’s

stock ownership, which may be outside of New ChargePoint’s control, may trigger an ownership change. Similar provisions

of state tax law may also apply to limit New ChargePoint’s use of accumulated state tax attributes. As a result, even if

New ChargePoint earns net taxable income in the future, its ability to use its pre-change net operating loss carryforwards

and other tax attributes to offset such taxable income or tax liability may be subject to limitations, which could potentially

result in increased future income tax liability to New ChargePoint.

ChargePoint

has not conducted a study to assess whether an “ownership change” has occurred since inception. If ChargePoint has

experienced an “ownership change,” as defined by Section 382 of the Code, at any time since inception, utilization

of the net operating loss carryforwards or research and development tax credit carryforwards would be subject to an annual limitation

under Section 382 of the Code, which is determined by first multiplying the value of the ChargePoint’s stock at the time

of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments,

as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development

tax credit carryforwards before utilization. In addition, the Business Combination if consummated, may constitute an ownership

change under Sections 382 and 383 of the Code. ChargePoint’s net operating losses or credits may also be impaired under

state law. Accordingly, ChargePoint may not be able to utilize a material portion of the net operating losses or credits. The

ability of New ChargePoint to utilize ChargePoint’s net operating losses or credits following the Business Combination is

conditioned upon New ChargePoint attaining profitability and generating U.S. federal and state taxable income. ChargePoint has

incurred significant net losses since inception and will continue to incur significant losses; and therefore, ChargePoint does

not know whether or when the combined carryforwards may be or may become subject to limitation by Sections 382 and 383 of the

Code.

ChargePoint’sreported financial results may be negatively impacted by changes in U.S. GAAP.

U.S.

GAAP is subject to interpretation by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards

Codification, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these

principles or interpretations could have a significant effect on reported financial results, and may even affect the reporting

of transactions completed before the announcement or effectiveness of a change.

NewChargePoint will be an “emerging growth company” and it cannot be certain if the reduced disclosure requirements applicableto emerging growth companies will make the post-combination company’s common stock less attractive to investors and maymake it more difficult to compare performance with other public companies.

New

ChargePoint will be an emerging growth company as defined in the JOBS Act, and it intends to take advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced

disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements

of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not

previously approved. Investors may find the common stock less attractive because New ChargePoint will continue to rely on these

exemptions. If some investors find the common stock less attractive as a result, there may be a less active trading market for

their common stock, and the stock price may be more volatile.

emerging growth company may elect to delay the adoption of new or revised accounting standards. With Switchback making this election,

Section 102(b)(2) of the JOBS Act allows New ChargePoint to delay adoption of new or revised accounting standards until those

standards apply to non-public business entities. As a result, the financial statements contained in the proxy statement/prospectus/consent

solicitation statement related to the Business Combination and those that New ChargePoint will file in the future may not be comparable

to companies that comply with public business entities revised accounting standards effective dates.

NewChargePoint will incur significant increased expenses and administrative burdens as a public company, which could have an adverseeffect on its business, financial condition and results of operations.

New

ChargePoint will face increased legal, accounting, administrative and other costs and expenses as a public company that it did

not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules

and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010

and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board (the

“PCAOB”) and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance

with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements

require it to carry out activities ChargePoint has not done previously. In addition, expenses associated with SEC reporting requirements

will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors

identify a significant deficiency or additional material weaknesses in the internal control over financial reporting), New ChargePoint

could incur additional costs to rectify those issues, and the existence of those issues could adversely affect its reputation

or investor perceptions. In addition, New ChargePoint will purchase director and officer liability insurance, which has substantial

additional premiums. The additional reporting and other obligations imposed by these rules and regulations increase legal and

financial compliance costs and the costs of related legal, accounting and administrative activities. Advocacy efforts by stockholders

and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

ChargePointhas identified material weaknesses in its internal control over financial reporting. If ChargePoint is unable to remediate thesematerial weaknesses, or if ChargePoint identifies additional material weaknesses in the future or otherwise fails to maintainan effective system of internal control over financial reporting, this may result in material misstatements of ChargePoint’sconsolidated financial statements or cause ChargePoint to fail to meet its periodic reporting obligations.

a public company, New ChargePoint will be required to provide management’s attestation on internal control over financial

reporting. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the

increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If ChargePoint

is not able to implement the additional requirements of Section 404(a) of the Sarbanes-Oxley Act in a timely manner

or with adequate compliance, it may not be able to assess whether its internal control over financial reporting is effective,

which may subject it to adverse regulatory consequences and could harm investor confidence.

connection with the preparation and audit of ChargePoint’s consolidated financial statements as of January 31, 2020

and 2019 and for the years ended January 31, 2020, 2019 and 2018, material weaknesses were identified in its internal control

over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial

reporting such that there is a reasonable possibility that a material misstatement of ChargePoint’s annual or interim financial

statements will not be prevented or detected on a timely basis.

ChargePoint

did not design or maintain an effective control environment commensurate with its financial reporting requirements. Specifically,

ChargePoint did not maintain a sufficient complement of personnel with an appropriate degree of accounting knowledge, experience

and training to appropriately analyze, record and disclose accounting matters commensurate with its accounting and reporting requirements.

This material weakness contributed to the following additional two material weaknesses:

●	ChargePoint<br><br> did not design and maintain formal accounting policies, procedures and controls over<br><br> significant accounts and disclosures to achieve complete, accurate and timely financial<br><br> accounting, reporting and disclosures, including segregation of duties and adequate controls<br><br> related to the preparation and review of journal entries; and
●	ChargePoint<br><br> did not design and maintain effective controls over certain information technology (“IT”)<br><br> general controls for information systems that are relevant to the preparation of its<br><br> consolidated financial statements. Specifically, ChargePoint did not design and maintain<br><br> (a) program change management controls to ensure that information technology program<br><br> and data changes affecting financial IT applications and underlying accounting records<br><br> are identified, tested, authorized and implemented appropriately and (b) user access<br><br> controls to ensure appropriate segregation of duties and that adequately restrict user<br><br> and privileged access to its financial applications and data to appropriate company personnel.
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●

ChargePoint did not design and maintain formal accounting policies, procedures and controls over significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures, including segregation of duties and adequate controls related to the preparation and review of journal entries; and

●

ChargePoint did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems that are relevant to the preparation of its consolidated financial statements. Specifically, ChargePoint did not design and maintain (a) program change management controls to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately and (b) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to its financial applications and data to appropriate company personnel.

---

The

material weakness related to formal accounting policies, procedures and controls resulted in adjustments to several accounts and

disclosures. The IT deficiencies did not result in a material misstatement to the consolidated financial statements, however,

the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls

(such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls

and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements

potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Each of these

material weaknesses could result in a misstatement of account balances or disclosures that would result in a material misstatement

to the annual or interim consolidated financial statements that would not be prevented or detected.

ChargePoint

has begun implementation of a plan to remediate these material weaknesses. These remediation measures are ongoing and include

hiring additional accounting and financial reporting personnel and implementing additional policies, procedures and controls.

order to maintain and improve the effectiveness of its internal control over financial reporting, ChargePoint has expended, and

anticipates that New ChargePoint will continue to expend, significant resources, including accounting-related costs and significant

management oversight. New ChargePoint’s independent registered public accounting firm is not required to formally attest

to the effectiveness of its internal control over financial reporting until after it is no longer an “emerging growth company”

as defined in the JOBS Act. At such time, New ChargePoint’s independent registered public accounting firm may issue a report

that is adverse in the event it is not satisfied with the level at which its internal control over financial reporting is documented,

designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could

adversely affect the business and operating results after the Business Combination and could cause a decline in the price of New

ChargePoint Class A common stock.

RisksRelated to Legal Matters and Regulations

Privacyconcerns and laws, or other domestic or foreign regulations, may adversely affect ChargePoint’s business.

National

and local governments and agencies in the countries in which ChargePoint operates and in which customers operate have adopted,

are considering adopting, or may adopt laws and regulations regarding the collection, use, storage, processing and disclosure

of information regarding consumers and other individuals, which could impact its ability to offer services in certain jurisdictions.

Laws and regulations relating to the collection, use, disclosure, security and other processing of individuals’ information

can vary significantly from jurisdiction to jurisdiction and are particularly stringent in Europe. The costs of compliance with,

and other burdens imposed by, laws, regulations, standards and other obligations relating to privacy, data protection and information

security are significant. In addition, some companies, particularly larger enterprises, often will not contract with vendors that

do not meet these rigorous standards. Accordingly, the failure, or perceived inability, to comply with these laws, regulations,

standards and other obligations may limit the use and adoption of ChargePoint’s solutions, reduce overall demand, lead to

regulatory investigations, litigation and significant fines, penalties or liabilities for actual or alleged noncompliance, or

slow the pace at which we close sales transactions, any of which could harm its business. Moreover, if ChargePoint or any of its

employees or contractors fail or are believed to fail to adhere to appropriate practices regarding customers’ data, it may

damage its reputation and brand.

Additionally,

existing laws, regulations, standards and other obligations may be interpreted in new and differing manners in the future, and

may be inconsistent among jurisdictions. Future laws, regulations, standards and other obligations, and changes in the interpretation

of existing laws, regulations, standards and other obligations could result in increased regulation, increased costs of compliance

and penalties for non-compliance, and limitations on data collection, use, disclosure and transfer for ChargePoint and its customers.

The EU and United States agreed in 2016 to a framework for data transferred from the EU to the United States, but this

framework has been challenged and recently declared invalid by the Court of Justice of the EU, thereby creating additional legal

risk for ChargePoint. Additionally, the EU adopted the GDPR in 2016, and it became effective in May 2018. The GDPR establishes

requirements applicable to the handling of personal data and imposes penalties for non-compliance of up to the greater of

€20 million or 4% of worldwide revenue. The costs of compliance with, and other burdens imposed by, the GDPR may limit

the use and adoption of ChargePoint’s products and services and could have an adverse impact on its business. Further, California

adopted the California Consumer Privacy Protection Act and the California State Attorney General has begun enforcement actions.

The

costs of compliance with, and other burdens imposed by, laws and regulations relating to privacy, data protection and information

security that are applicable to the businesses of customers may adversely affect ability and willingness to process, handle, store,

use and transmit certain types of information, such as demographic and other personal information. In addition, the other bases

on which ChargePoint and its customers rely for the transfer of personal data across national borders, such as the Standard Contractual

Clauses promulgated by the EU Commission Decision 2010/87/EU, commonly referred to as the Model Clauses, continue to be subjected

to regulatory and judicial scrutiny. If ChargePoint or its customers are unable to transfer data between and among countries and

regions in which it operates, it could decrease demand for its products and services or require it to modify or restrict some

of its products or services.

addition to government activity, privacy advocacy groups, the technology industry and other industries have established or may

establish various new, additional or different self-regulatory standards that may place additional burdens on technology

companies. Customers may expect that ChargePoint will meet voluntary certifications or adhere to other standards established by

them or third parties. If ChargePoint is unable to maintain these certifications or meet these standards, it could reduce demand

for its solutions and adversely affect its business.

Failureto comply with anticorruption and anti-money laundering laws, including the FCPA and similar laws associated with activities outsideof the United States, could subject ChargePoint to penalties and other adverse consequences.

ChargePoint

is subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT

Act, the UK Bribery Act and possibly other anti-bribery and anti-money laundering laws in countries in which it conducts

activities. It faces significant risks if it fails to comply with the FCPA and other anti-corruption laws that prohibit companies

and their employees and third-party intermediaries from promising, authorizing, offering or providing, directly or indirectly,

improper payments or benefits to foreign government officials, political parties and private-sector recipients for the purpose

of obtaining or retaining business, directing business to any person or securing any advantage. Any violation of the FCPA, other

applicable anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media

coverage, investigations, loss of export privileges, or severe criminal or civil sanctions, which could have a materially adverse

effect on New ChargePoint’s reputation, business, operating results and prospects. In addition, responding to any enforcement

action may result in a significant diversion of management’s attention and resources, significant defense costs and other

professional fees.

Failureto comply with laws relating to employment could subject ChargePoint to penalties and other adverse consequences.

ChargePoint

is subject to various employment-related laws in the jurisdictions in which its employees are based. It faces risks if it

fails to comply with applicable United States federal or state wage laws, or wage laws applicable to its employees outside

of the United States. In addition, ChargePoint implemented a reduction in force and furloughed employees in 2020, and the

attendant layoffs and/or furloughs could create an additional risk of claims being made on behalf of affected employees. Any violation

of applicable wage laws or other labor- or employment-related laws could result in complaints by current or former employees,

adverse media coverage, investigations and damages or penalties which could have a materially adverse effect on New ChargePoint’s

reputation, business, operating results and prospects. In addition, responding to any such proceeding may result in a significant

diversion of management’s attention and resources, significant defense costs and other professional fees.

Existingand future environmental health and safety laws and regulations could result in increased compliance costs or additional operatingcosts or construction costs and restrictions. Failure to comply with such laws and regulations may result in substantial finesor other limitations that may adversely impact ChargePoint’s financial results or results of operation.

ChargePoint

and its operations, as well as those of ChargePoint’s contractors, suppliers and customers, are subject to certain environmental

laws and regulations, including laws related to the use, handling, storage, transportation and disposal of hazardous substances

and wastes as well as electronic wastes and hardware, whether hazardous or not. These laws may require ChargePoint or others in

ChargePoint’s value chain to obtain permits and comply with procedures that impose various restrictions and obligations

that may have material effects on ChargePoint’s operations. If key permits and approvals cannot be obtained on acceptable

terms, or if other operational requirements cannot be met in a manner satisfactory for ChargePoint’s operations or on a

timeline that meets ChargePoint’s commercial obligations, it may adversely impact our business.

Environmental

and health and safety laws and regulations can be complex and may be subject to change, such as through new requirements enacted

at the supranational, national, sub-national and/or local level or new or modified regulations that may be implemented under

existing law. The nature and extent of any changes in these laws, rules, regulations and permits may be unpredictable and may

have material effects on ChargePoint’s business. Future legislation and regulations or changes in existing legislation and

regulations, or interpretations thereof, including those relating to hardware manufacturing, electronic waste or batteries, could

cause additional expenditures, restrictions and delays in connection with ChargePoint’s operations as well as other future

projects, the extent of which cannot be predicted.

Further,

ChargePoint currently relies on third parties to ensure compliance with certain environmental laws, including those related to

the disposal of hazardous and non-hazardous wastes. Any failure to properly handle or dispose of such wastes, regardless

of whether such failure is ChargePoint’s or its contractors, may result in liability under environmental laws, including,

but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act, under which liability may be imposed

without regard to fault or degree of contribution for the investigation and clean-up of contaminated sites, as well as impacts

to human health and damages to natural resources. Additionally, ChargePoint may not be able to secure contracts with third parties

to continue their key supply chain and disposal services for our business, which may result in increased costs for compliance

with environmental laws and regulations.

RisksRelating to Ownership of the Common Stock after the Closing of the Business Combination

Concentrationof ownership among ChargePoint’s existing executive officers, directors and their affiliates may prevent new investors frominfluencing significant corporate decisions.

After

giving effect to the Closing and the PIPE Financing and assuming no redemptions of Class A common stock, New ChargePoint’s

directors, executive officers and their affiliates as a group will beneficially own approximately 65.6% of the outstanding New

ChargePoint Class A common stock. As a result, these stockholders will be able to exercise a significant level of control over

all matters requiring stockholder approval, including the election of directors, any amendment of the certificate of incorporation

and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control

or changes in management and will make the approval of certain transactions difficult or impossible without the support of these

stockholders.

ChargePointhas never paid cash dividends on its capital stock, and New ChargePoint does not anticipate paying dividends in the foreseeablefuture.

ChargePoint

has never paid cash dividends on its capital stock and currently intends to retain any future earnings to fund the growth of its

business. Any determination to pay dividends in the future will be at the discretion of the board of directors and will depend

on financial condition, operating results, capital requirements, general business conditions and other factors that the board

may deem relevant. As a result, capital appreciation, if any, of New ChargePoint’s Class A common stock will be the

sole source of gain for the foreseeable future.

Thestock price following the closing of the Business Combination will be volatile, and you may not be able to sell shares at or abovethe price at the Closing.

After

the closing of the Business Combination, the trading price of the Class A common stock and warrants will be volatile and

could be subject to wide fluctuations in response to various factors, some of which are beyond New ChargePoint’s control.

These factors include:

●	actual<br><br> or anticipated fluctuations in operating results;
●	failure<br><br> to meet or exceed financial estimates and projections of the investment community or<br><br> that New ChargePoint provides to the public;
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●	issuance<br><br> of new or updated research or reports by securities analysts or changed recommendations<br><br> for the industry in general;
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●	announcements<br><br> of significant acquisitions, strategic partnerships, joint ventures, collaborations or<br><br> capital commitments;
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●	operating<br><br> and share price performance of other companies in the industry or related markets;
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●	the<br><br> timing and magnitude of investments in the growth of the business;
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●	actual<br><br> or anticipated changes in laws and regulations;
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●	additions<br><br> or departures of key management or other personnel;
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●	increased<br><br> labor costs;
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●	disputes<br><br> or other developments related to intellectual property or other proprietary rights, including<br><br> litigation;
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●	the<br><br> ability to market new and enhanced solutions on a timely basis;
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●	sales<br><br> of substantial amounts of the Class A common stock by the New ChargePoint board<br><br> of directors, executive officers or significant stockholders or the perception that such<br><br> sales could occur;
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●	changes<br><br> in capital structure, including future issuances of securities or the incurrence of debt;<br><br> and
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●	general<br><br> economic, political and market conditions.
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addition, the stock market in general, and the stock prices of technology companies in particular, have experienced extreme price

and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad

market and industry factors may seriously affect the market price of New ChargePoint Class A common stock, regardless of actual

operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of

a particular company’s securities, securities class action litigation has often been instituted against these companies.

This litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources.

Anti-takeoverprovisions contained in the post-Closing governing documents and applicable laws could impair a takeover attempt.

Upon

the closing of the Business Combination, New ChargePoint’s certificate of incorporation and bylaws will afford certain rights

and powers to the New ChargePoint board of directors that could contribute to the delay or prevention of an acquisition that it

deems undesirable. New ChargePoint is also subject to Section 203 of the Delaware General Corporation Law and other provisions

of Delaware law that limit the ability of stockholders in certain situations to effect certain business combinations. Any of the

foregoing provisions and terms that has the effect of delaying or deterring a change in control could limit the opportunity for

stockholders to receive a premium for their shares of their Class A common stock, and could also affect the price that some

investors are willing to pay for the Class A common stock.

Thepost-Closing certificate of incorporation will provide, subject to limited exceptions, that the Court of Chancery of the Stateof Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit stockholders’ability to obtain a more favorable judicial forum for disputes with New ChargePoint or its directors, officers, employees or stockholders.

The

post-Closing certificate of incorporation will require, to the fullest extent permitted by law, that derivative actions brought

in name of New ChargePoint, actions against directors, officers and employees for breach of fiduciary duty and other similar actions

may be brought in the Court of Chancery in the State of Delaware or, if that court lacks subject matter jurisdiction, another

federal or state court situated in the State of Delaware. Any person or entity purchasing or otherwise acquiring any interest

in shares of capital stock shall be deemed to have notice of and consented to the forum provisions in the certificate of incorporation.

In addition, the certificate of incorporation and bylaws will provide that the federal district courts of the United States

shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act and the

Exchange Act.

March 2020, the Delaware Supreme Court issued a decision in Salzburg et al. v. Sciabacucchi, which found that

an exclusive forum provision providing for claims under the Securities Act to be brought in federal court is facially valid under

Delaware law. It is unclear whether this decision will be appealed, or what the final outcome of this case will be. New ChargePoint

intends to enforce this provision, but it does not know whether courts in other jurisdictions will agree with this decision or

enforce it.

This

choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable

for disputes with New ChargePoint or any of its directors, officers, other employees or stockholders, which may discourage lawsuits

with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in the certificate

of incorporation to be inapplicable or unenforceable in an action, New ChargePoint may incur additional costs associated with

resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.

RisksRelated to Switchback

RisksRelated to Our Business, Operations and Industry

Therisks discussed herein have been identified by our management based on an evaluation of the historical risks faced by ChargePointand relate to our management’s current expectations as to future risks that may result from our anticipated ownership andoperation of ChargePoint.

Theloss of senior management or technical personnel could adversely affect our ability to successfully effect the Business Combinationand successfully operate the business thereafter.

Our

ability to successfully effect the Business Combination and successfully operate the business is dependent upon the services of

our senior management and technical personnel. While we have scrutinized the individuals who will stay with us following the Business

Combination, our assessment of these individuals may not prove to be correct. We do not plan to obtain any insurance against the

loss of any of these individuals. The loss of the services of our senior management or technical personnel could have a material

adverse effect on our business, financial condition and results of operations. Switchback will also be dependent, in part, upon

ChargePoint’s technical personnel in connection with operating the business following the Business Combination. A loss by

ChargePoint of its technical personnel could seriously harm Switchback’s business and results of operations.

Thereare inherent limitations in all control systems, and misstatements due to error or fraud that could seriously harm Switchback’sbusiness may occur and not be detected.

Our

management does not expect that our internal and disclosure controls will prevent all possible error and all fraud. A control

system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of

the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints

and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, an evaluation

of controls can only provide reasonable assurance that all material control issues and instances of fraud, if any, in Switchback

have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and

that breakdowns can occur because of simple error or mistake. Further, controls can be circumvented by the individual acts of

some persons or by collusion of two or more persons. The design of any system of controls is based in part upon certain assumptions

about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals

under all potential future conditions. Because of inherent limitations in a cost-effective control system, misstatements

due to error or fraud may occur and not be detected. Switchback will also be dependent, in part, upon ChargePoint’s internal

control. A failure of Switchback’s or ChargePoint’s controls and procedures to detect error or fraud could seriously

harm Switchback’s business and results of operations.

Switchback’sbusiness could be adversely affected by security threats, including cybersecurity threats and related disruptions.

depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those

of third parties with which we may deal. Sophisticated and deliberate attacks by cyberattackers on, or security breaches in, our

systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation

of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments

in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources

to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any

of these occurrences, or a combination of them, could have adverse consequences on our business, lead to financial loss and negative

publicity. Switchback will also be dependent, in part, upon ChargePoint’s information. A failure in the security of ChargePoint’s

information systems could seriously harm Switchback’s business and results of operations.

Wehave not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act orany state securities laws, and such registration may not be in place when an investor desires to exercise warrants, thus precludingsuch investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expireworthless.

have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or

any state securities laws. However, under the terms of the warrant agreement governing the terms of our warrants, we have agreed

that as soon as practicable, but in no event later than 15 business days, after the closing of an initial business combination,

we will use our best efforts to file a registration statement under the Securities Act covering such shares. We will use our best

efforts to cause the same to become effective, but in no event later than 60 business days after the Closing, and to maintain

the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants

in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example,

any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus,

the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit

holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis,

and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares

upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption

from registration is available. Notwithstanding the above, if our Class A common stock is at the time of any exercise of

a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security”

under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their

warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect,

we will not be required to file or maintain in effect a registration statement, but we will be required to use our best efforts

to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will

we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event

that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities

laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration

or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value

and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full

unit purchase price solely for the shares of Class A common stock included in the units. If and when the warrants become

redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of Class A

common stock for sale under all applicable state securities laws.

RisksRelated to Switchback and the Business Combination

Followingthe consummation of the Business Combination, our sole material asset will be our direct equity interest in ChargePoint and wewill be accordingly dependent upon distributions from ChargePoint to pay taxes and cover our corporate and other overhead expensesand pay dividends, if any, on our common stock.

are a holding company and, subsequent to the completion of the Business Combination, will have no material assets other than our

direct equity interest in ChargePoint. We will have no independent means of generating revenue. To the extent ChargePoint has

available cash, we will cause ChargePoint to make distributions of cash to us to pay taxes, cover our corporate and other overhead

expenses and pay dividends, if any, on our common stock. To the extent that we need funds and ChargePoint fails to generate sufficient

cash flow to distribute funds to us or is restricted from making such distributions or payments under applicable law or regulation

or under the terms of its financing arrangements, or is otherwise unable to provide such funds, our liquidity and financial condition

could be materially adversely affected.

Subsequentto the consummation of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairmentor other charges that could have a significant negative effect on our financial condition, results of operations and stock price,which could cause you to lose some or all of your investment.

Although

we have conducted due diligence on ChargePoint, we cannot assure you that this diligence revealed all material issues that may

be present in ChargePoint, that it would be possible to uncover all material issues through a customary amount of due diligence,

or that factors outside of our control will not later arise. As a result, we may be forced to later write-down or write-off assets,

restructure our operations or incur impairment or other charges that could result in losses. Even if our due diligence successfully

identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with

our preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on our

liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us following the

completion of the Business Combination or our securities. In addition, charges of this nature may cause us to be unable to obtain

future financing on favorable terms or at all.

Ourinitial stockholders have agreed to vote in favor of the business combination, regardless of how our public stockholders vote.

Unlike

many other blank check companies in which the founders agree to vote their founder shares in accordance with the majority of the

votes cast by public stockholders in connection with an initial business combination, our initial stockholders have agreed to

vote any shares of Class A common stock and Class B common stock owned by them in favor of the Business Combination.

As of the date hereof, our initial stockholders own shares equal to approximately 20.5% of our issued and outstanding shares of

Class A common stock and Class B common stock in the aggregate. Accordingly, it is more likely that the necessary stockholder

approval will be received for the Business Combination than would be the case if the initial stockholders agreed to vote any shares

of Class A common stock and Class B common stock owned by them in accordance with the majority of the votes cast by

our public stockholders.

OurSponsor, certain members of our board of directors and our officers have interests in the Business Combination that are differentfrom or are in addition to other stockholders in recommending that stockholders vote in favor of approval of the Business Combinationproposal.

Our

board of directors has unanimously approved the Business Combination Agreement and related transactions and the other proposals

described in the proxy statement/prospectus/consent solicitation statement related to the Business Combination. Further, our board

of directors has determined that it is advisable to consummate the Business Combination and has recommended that our stockholders

vote “FOR” the approval of the Business Combination Agreement. When considering our board’s recommendation that

our stockholders vote in favor of the approval of the Business Combination proposal, our stockholders should be aware that our

directors and officers have interests in the Business Combination that may be different from, or in addition to, the interests

of our stockholders. These interests include:

●	the<br><br> fact that our Sponsor holds 5,521,568 private placement warrants that would expire worthless<br><br> if a Business Combination is not consummated;

●	the<br><br> fact that our Sponsor, officers and directors have agreed not to redeem any of the shares<br><br> of our common stock held by them in connection with a stockholder vote to approve the<br><br> Business Combination;
●	the<br><br> fact that our Sponsor paid an aggregate of $25,000 for the Founder Shares, including<br><br> 120,000 Founder Shares which were subsequently transferred to our independent directors,<br><br> and that such securities will have a significantly higher value at the time of the Business<br><br> Combination, which if unrestricted and freely tradable would be valued at approximately<br><br> $240,044,813, based on the closing price of our Class A common stock of $34.95 per<br><br> share on December 16, 2020 (after giving effect to the forfeiture of Founder Shares<br><br> contemplated by the Founders Stock Letter and not taking into account the Founder Earn<br><br> Back Shares);
---	---
●	if<br><br> the Trust Account is liquidated, including in the event we are unable to complete an<br><br> initial business combination within the required time period, our Sponsor has agreed<br><br> to indemnify us to ensure that the proceeds in the Trust Account are not reduced below<br><br> $10.00 per public share, or such lesser amount per public share as is in the Trust Account<br><br> on the liquidation date, by the claims of (a) any third party (other than our independent<br><br> registered public accounting firm) for services rendered or products sold to us or (b) a<br><br> prospective target business with which we have entered into a letter of intent, confidentiality<br><br> or other similar agreement or business combination agreement, but only if such a third<br><br> party or target business has not executed a waiver of all rights to seek access to the<br><br> Trust Account;
---	---
●	the<br><br> fact that our independent directors own an aggregate of 120,000 Founder Shares that were<br><br> transferred from our Sponsor, which if unrestricted and freely tradeable would be valued<br><br> at approximately $4,194,000, based on the closing price of our Class A common stock<br><br> of $34.95 per share on December 16, 2020 (after giving effect to the forfeiture<br><br> of Founder Shares contemplated by the Founders Stock Letter);
---	---
●	the<br><br> fact that our Sponsor, officers and directors will be reimbursed for out-of-pocket expenses<br><br> incurred in connection with activities on our behalf, such as identifying potential target<br><br> businesses and performing due diligence on suitable business combinations; and
---	---
●	the<br><br> fact that our Sponsor, officers and directors will lose their entire investment in us<br><br> if an initial business combination is not completed.
---	---

Our

board of directors was aware of and considered these interests, among other matters, in reaching the determination to approve

the Business Combination and the Business Combination Agreement and in recommending that the holders of our common stock vote

to approve the Business Combination and adopt the Business Combination Agreement.

Ourinitial stockholders hold a significant number of shares of our common stock and our Sponsor holds a significant number of ourwarrants. They will lose their entire investment in us if we do not complete an initial business combination.

Our

Sponsor and our independent directors hold all of our 7,852,941 Founder Shares, representing 20% of the total outstanding shares

upon completion of our Public Offering. The Founder Shares will be worthless if we do not complete an initial business combination

by July 30, 2021. In addition, our Sponsor holds an aggregate of 5,521,568 private placement warrants that will also be worthless

if we do not complete an initial business combination by July 30, 2021.

The

Founder Shares are identical to the shares of Class A common stock included in the units, except that (a) the Founder

Shares and the shares of Class A common stock into which the Founder Shares convert upon an initial business combination

are subject to certain transfer restrictions, (b) our Sponsor, officers and directors have entered into a letter agreement

with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to their Founder Shares and

any public shares they own in connection with the completion of an initial business combination and (ii) to waive their rights

to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete an initial business

combination by July 30, 2021 (although they will be entitled to liquidating distributions from the Trust Account with respect

to any public shares they hold if we fail to complete an initial business combination by July 30, 2021) and (c) the

Founder Shares are automatically convertible into shares of our Class A common stock at the time of an initial business combination.

The

personal and financial interests of our Sponsor, officers and directors may have influenced their motivation in identifying and

selecting the business combination, completing the business combination and influencing our operation following the business combination.

Wewill incur significant transaction costs in connection with the Business Combination.

have and expect to incur significant, non-recurring costs in connection with consummating the Business Combination. All expenses

incurred in connection with the Business Combination Agreement and the Business Combination, including all legal, accounting,

consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses

and costs; provided, that, our Sponsor has agreed to pay any Switchback Transaction Costs (as defined in the Registration Statement)

(excluding any PIPE Financing Transaction Costs (as defined in the Registration Statement)) in excess of the Switchback Transaction

Costs Cap (as defined in the Registration Statement), and all other Switchback Transaction Costs will be borne by us. Our transaction

expenses as a result of the Business Combination are currently estimated at approximately $29.5 million, including approximately

$10.9 million in deferred underwriting discounts and commissions to the underwriters of our Public Offering.

Wemay be subject to business uncertainties while the Business Combination is pending.

Uncertainty

about the effect of the Business Combination on employees and third parties may have an adverse effect on ChargePoint and consequently,

on Switchback. These uncertainties may impair ChargePoint’s ability to attract, retain and motivate key personnel and could

cause third parties that deal with ChargePoint to defer entering into contracts or making other decisions or seek to change existing

business relationships. If key employees depart because of issues relating to such uncertainty or a desire not to remain with

the business, ChargePoint’s business following the Business Combination could be negatively impacted. In addition, the Business

Combination Agreement restricts ChargePoint from making certain expenditures and taking other specified actions without the consent

of Switchback until the Business Combination occurs. These restrictions may prevent ChargePoint from pursuing attractive business

opportunities that may arise prior to the Closing.

Theconsummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived,the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

The

Business Combination Agreement is subject to a number of conditions which must be fulfilled in order to complete the Business

Combination. Those conditions include: (a) approval by our stockholders and ChargePoint’s stockholders, (b) Switchback having

at least $5,000,001 of net tangible assets as of the effective time of the consummation of the Business Combination, (c) the expiration

or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (d) the listing of the shares

of Class A common stock to be issued in connection with the Closing and the PIPE Financing on the NYSE (or another national securities

exchange mutually agreed by the parties to the Business Combination Agreement) and the effectiveness of the Registration Statement

and (e) the amount of Switchback Cash (as defined in the Registration Statement) minus (x) the aggregate amount of cash proceeds

that will be required to satisfy redemptions of public shares by our public stockholders in accordance with our organizational

documents, if any, minus (y) the amount of Switchback Transaction Costs that remain unpaid immediately prior to the Closing (excluding,

for the avoidance of doubt, any Switchback Transaction Costs payable by our Sponsor in accordance with the Business Combination

Agreement), equaling at least $300,000,000. In addition, the parties can mutually decide to terminate the Business Combination

Agreement at any time, before or after stockholder approval, or Switchback or ChargePoint may elect to terminate the Business

Combination Agreement in certain other circumstances.

Wemay waive one or more of the conditions to the Business Combination.

may agree to waive, in whole or in part, one or more of the conditions to our obligations to complete the Business Combination,

to the extent permitted by our Charter, bylaws and applicable laws. For example, it is a condition to our obligation to close

the Business Combination that certain of ChargePoint’s representations and warranties be true and correct in all material

respects as of the date of the Business Combination Agreement and the Effective Time. However, if our board of directors determines

that it is in the best interests of Switchback to proceed with the Business Combination, then our board of directors may elect

to waive that condition and close the Business Combination.

Ifwe are unable to complete an initial business combination on or prior to July 30, 2021, our public stockholders may receive onlyapproximately $10.00 per share on the liquidation of our Trust Account (or less than $10.00 per share in certain circumstanceswhere a third party brings a claim against us that our Sponsor is unable to indemnify), and our warrants will expire worthless.

we are unable to complete an initial business combination on or prior to July 30, 2021, our public stockholders may receive

only approximately $10.00 per share on the liquidation of our Trust Account (or less than $10.00 per share in certain circumstances

where a third party brings a claim against us that our Sponsor is unable to indemnify (as described below)), and our warrants

will expire worthless.

Ifthird parties bring claims against us, the proceeds held in our Trust Account could be reduced and the per share redemption amountreceived by stockholders may be less than $10.00 per share.

Our

placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek

to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses

and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind

in or to any monies held in the Trust Account for the benefit of our public stockholders, such parties may not execute such agreements,

or even if they execute such agreements, they may not be prevented from bringing claims against the Trust Account, including,

but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging

the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including

the funds held in the Trust Account. Although no third parties have refused to execute an agreement waiving such claims to the

monies held in the Trust Account to date, if any third party refuses to execute such an agreement in the future, our management

will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has

not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to

us than any alternative. Making such a request of potential target businesses may make our acquisition proposal less attractive

to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential

target businesses that we might pursue.

Examples

of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant

whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that

would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of,

or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for

any reason. Upon redemption of our public shares, if we are unable to complete our Business Combination within the prescribed

timeframe, or upon the exercise of a redemption right in connection with our Business Combination, we will be required to provide

for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption.

Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per public share

initially held in the Trust Account, due to claims of such creditors. Our Sponsor has agreed that it will be liable to us if and

to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered

or products sold to us, or a prospective target business with which we have entered into a letter of intent, confidentiality or

other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser

of (a) $10.00 per public share and (b) the actual amount per public share held in the Trust Account, if less than $10.00

per share due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case

including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income

taxes, less franchise and income taxes payable, provided that such liability will not apply to any claims by a third party or

prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not

such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Public Offering against

certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such

indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity

obligations and we believe that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure you

that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the

Trust Account, the funds available for an initial business combination and redemptions could be reduced to less than $10.00 per

public share. In such event, we may not be able to complete an initial business combination, and you would receive such lesser

amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us

for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Legalproceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completionof the Business Combination.

October 29, 2020, a putative class action lawsuit was filed in the Supreme Court of the State of New York by a purported

Switchback stockholder in connection with the Business Combination: Bulsa v. Switchback Energy Acquisition Corporation,

et al., Index No. 655800/2020 (Sup. Ct. N.Y. Cnty.). Separately, on November 6, 2020, a putative class action lawsuit was

filed in the Supreme Court of the State of New York by a different purported Switchback stockholder in connection with the

Business Combination: Bushansky v. Switchback Energy Acquisition Corporation, et al., Index No. 656119/2020 (Sup.

Ct. N.Y. Cnty.). Additionally, on December 15, 2020, a complaint was filed in the United States District Court for the Southern

District of New York by a purported Switchback stockholder in connection with the Business Combination: Ward v. SwitchbackEnergy Acquisition Corporation, et al., Case No. 1:20-cv-10577 (S.D.N.Y.). On December 16, 2020,

a separate complaint was filed in the Supreme Court of the State of New York by a purported Switchback stockholder in connection

with the Business Combination: Baker v. Switchback Energy Acquisition Corporation, et al., Index No. 657063/2020

(Sup. Ct. N.Y. Cnty.) (collectively, the “Complaints”). The Complaints name Switchback and current members of our

board as defendants. The Complaints allege, among other things, breach of fiduciary duty claims against our board in connection

with the Business Combination. The Complaints also allege that the proxy statement/prospectus/consent solicitation statement related

to the Business Combination is materially misleading and/or omits material information concerning the Business Combination, including,

with respect to the Federal Complaint (as defined below), in violation of Sections 14(a) and 20(a) of the Exchange Act. The Complaints

generally seek injunctive relief, unspecified damages and awards of attorneys’ and experts’ fees, among other remedies.

Additional

lawsuits may be filed against Switchback or our directors and officers in connection with the Business Combination. Defending

such additional lawsuits could require Switchback to incur significant costs and draw the attention of our management team away

from the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time

the Business Combination is consummated may adversely affect New ChargePoint’s business, financial condition, results of

operations and cash flows. Such legal proceedings could also delay or prevent the Business Combination from becoming effective

within the completed timeframe.

Ourdirectors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount offunds in the Trust Account available for distribution to our public stockholders.

the event that the proceeds in the Trust Account are reduced below the lesser of (a) $10.00 per public share and (b) the

actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than

$10.00 per share due to reductions in the value of the trust assets, in each case including interest earned on the funds held

in the Trust Account and not previously released to us to pay our franchise and income taxes, less franchise and income taxes

payable, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related

to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its

indemnification obligations.

While

we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification

obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary

duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification

obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below

$10.00 per share.

Wemay not have sufficient funds to satisfy indemnification claims of our directors and officers.

have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors

have agreed, and any persons who may become officers or directors prior to an initial business combination will agree, to waive

any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the

Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if

(a) we have sufficient funds outside of the Trust Account or (b) we consummate an initial business combination. Our

obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or

directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative

litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage

awards against our officers and directors pursuant to these indemnification provisions.

If,after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntarybankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the membersof our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the membersof our board of directors and us to claims of punitive damages.

If,

after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary

bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under

applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.”

As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, our board

may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself

and us to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors.

If,before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntarybankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority overthe claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection withour liquidation may be reduced.

If,

before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary

bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable

bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the

claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would

otherwise be received by our stockholders in connection with our liquidation may be reduced.

Evenif we consummate the Business Combination, there is no guarantee that the public warrants will be in the money at the time theybecome exercisable, and they may expire worthless.

The

exercise price for our warrants is $11.50 per share of Class A common stock. There is no guarantee that the public warrants

will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire

worthless.

Wemay amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holdersof at least 50% of the then-outstanding public warrants. As a result, the exercise price of the warrants could be increased, theexercise period could be shortened and the number of shares of our Class A common stock purchasable upon exercise of a warrantcould be decreased, all without a holder’s approval.

Our

warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company,

as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of

any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50%

of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders

of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at

least 50% of the then-outstanding public warrants approve of such amendment. Although our ability to amend the terms of the

public warrants with the consent of at least 50% of the then-outstanding public warrants is unlimited, examples of such amendments

could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock

(at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of our Class A

common stock purchasable upon exercise of a warrant.

Wemay redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making theirwarrants worthless.

have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a

price of $0.01 per warrant, provided that the last reported sales price of our Class A common stock equals or exceeds $18.00

per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading

days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such

redemption and provided certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our

redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities

laws. Redemption of the outstanding warrants could force you (a) to exercise your warrants and pay the exercise price therefor

at a time when it may be disadvantageous for you to do so, (b) to sell your warrants at the then-current market price

when you might otherwise wish to hold your warrants or (c) to accept the nominal redemption price which, at the time the

outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None

of the private placement warrants will be redeemable by us for cash so long as they are held by our Sponsor or its permitted transferees.

addition, we may redeem your warrants after they become exercisable for a number of shares of Class A common stock determined

based on the redemption date and the fair market value of our Class A common stock. Any such redemption may have similar

consequences to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are “out-of-the-money,”

in which case you would lose any potential embedded value from a subsequent increase in the value of the Class A common stock

had your warrants remained outstanding.

Becausecertain of our shares of Class A common stock and warrants currently trade as units consisting of one share of Class Acommon stock and one-third of one warrant, the units may be worth less than units of other blank check companies.

Each

unit contains one-third of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation

of the units, and only whole warrants will trade. This is different from other blank check companies similar to ours whose units

include one share of common stock and one warrant to purchase one whole share. This unit structure may cause our units to be worth

less than if it included a warrant to purchase one whole share. We have established the components of the units in this way in

order to reduce the dilutive effect of the warrants upon completion of an initial business combination since the warrants will

be exercisable in the aggregate for one-third of the number of shares compared to units that each contain a whole warrant

to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this

unit structure may cause our units to be worth less than if they included a warrant to purchase one whole share.

Wemay issue additional common stock or preferred stock to complete the Business Combination or under an employee incentive planafter completion of the Business Combination. Any such issuances would dilute the interest of our stockholders and likely presentother risks.

may issue a substantial number of additional shares of common or preferred stock to complete the Business Combination or under

an employee incentive plan after completion of the Business Combination. The issuance of additional shares of common or preferred

stock:

●	may<br><br> significantly dilute the equity interests of our investors;
●	may<br><br> subordinate the rights of holders of common stock if preferred stock is issued with rights<br><br> senior to those afforded our common stock;
---	---

●	could<br><br> cause a change in control if a substantial number of shares of our common stock are issued,<br><br> which may affect, among other things, our ability to use our net operating loss carry<br><br> forwards, if any, and could result in the resignation or removal of our present officers<br><br> and directors; and
●	may<br><br> adversely affect prevailing market prices for our units, Class A common stock and/or<br><br> warrants.
---	---

TheNYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions inour securities and subject us to additional trading restrictions.

cannot assure you that our securities will continue to be listed on the NYSE after the Business Combination. In connection with

the Business Combination, we will be required to demonstrate compliance with the NYSE’s initial listing requirements, which

are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities

on the NYSE. For instance, our stock price would generally be required to be at least $4.00 per share, our aggregate market value

would be required to be at least $150 million, and the market value of our publicly held shares would be required to

be at least $40 million. We cannot assure you that we will be able to meet those initial listing requirements at that time.

Our continued eligibility for listing may depend on, among other things, the number of our shares that are redeemed.

If the NYSE delists

our securities from trading on its exchange and we are not able to list our securities on another national securities exchange,

we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant

material adverse consequences, including:

●	a<br><br> limited availability of market quotations for our securities;
●	reduced<br><br> liquidity for our securities;
---	---
●	a<br><br> determination that our Class A common stock is a “penny stock” which<br><br> will require brokers trading in our Class A common stock to adhere to more stringent<br><br> rules and possibly result in a reduced level of trading activity in the secondary trading<br><br> market for our securities;
---	---
●	a<br><br> limited amount of news and analyst coverage; and
---	---
●	a<br><br> decreased ability to issue additional securities or obtain additional financing in the<br><br> future.
---	---

The

National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating

the sale of certain securities, which are referred to as “covered securities.” Because our units, Class A common

stock and public warrants are listed on the NYSE, our units, Class A common stock and public warrants qualify as covered

securities. Although the states are pre-empted from regulating the sale of our securities, the federal statute does allow

the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then

the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used

these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the state of Idaho, certain

state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers,

to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our

securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

Ourboard of directors did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with theBusiness Combination.

Our

board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve

the Business Combination. Our officers and directors have substantial experience in evaluating the operating and financial merits

of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience

and sector expertise of our advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination.

Accordingly, investors will be relying solely on the judgment of our board of directors in valuing ChargePoint and assuming the

risk that our board of directors may not have properly valued the business. The lack of a third-party valuation or fairness

opinion may also lead an increased number of stockholders to vote against the proposed Business Combination or demand redemption

of their shares for cash, which could potentially impact our ability to consummate the Business Combination.

Asignificant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in thenear future. This could cause the market price of our Class A common stock to drop significantly, even if our business isdoing well.

Sales

of a substantial number of shares of Class A common stock in the public market could occur at any time. These sales, or the

perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of

our Class A common stock. After the Business Combination (and assuming no redemptions by our public stockholders of public

shares), our Sponsor and our current officers and directors will hold approximately 2.5% of our Class A common stock, including

the 6,868,235 shares of Class A common stock into which the Founder Shares will convert (or 2.8% of our Class A

common stock, assuming a maximum redemption by our public stockholders of 100% of the public shares). Pursuant to the terms of

a letter agreement entered into at the time of the IPO, and reaffirmed in the Founders Stock Letter, the Founder Shares (which

will be converted into shares of Class A common stock at the Closing) may not be transferred until the earlier to occur of

(a) one year after the Closing or (b) the date on which we complete a liquidation, merger, stock exchange or other similar

transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities

or other property. Notwithstanding the foregoing, if the last reported sale price of our Class A common stock equals or exceeds

$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading

days within any 30 trading day period commencing at least 150 days after the Closing, the shares of Class A common stock

into which the Founder Shares convert will be released from these transfer restrictions. Pursuant to the A&R Registration

Rights Agreement, New ChargePoint will agree that, within 15 business days after the Closing, New ChargePoint will file with the

SEC (at New ChargePoint’s sole cost and expense) the Resale Registration Statement, and New ChargePoint will use its commercially

reasonable efforts to have the Resale Registration Statement become effective as soon as reasonably practicable after the filing

thereof. In certain circumstances, the Registration Rights Holders can demand up to four underwritten offerings and will be entitled

to customary piggyback registration rights.

Further,

pursuant to the Subscription Agreements, the Company agreed that, within 15 business days after the consummation of the Business

Combination, New ChargePoint will file with the SEC (at New ChargePoint’s sole cost and expense) a registration statement

registering the resale of the shares of Class A common stock that are issued in the PIPE Financing (the “PIPE Resale Registration

Statement”), and New ChargePoint will use its reasonable best efforts to have the PIPE Resale Registration Statement declared

effective as soon as practicable after the filing thereof. This registration statement will also cover shares issuable upon exercise

of the public warrants. The sale of shares under the PIPE Resale Registration Statement is likely to have an adverse effect on

the trading price of the Class A common stock.

Ifthe Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the marketprice of our securities may decline.

the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of

our securities prior to the Closing may decline. The market values of our securities at the time of the Business Combination may

vary significantly from their prices on the date the Business Combination Agreement was executed or the date on which our stockholders

vote on the Business Combination.

addition, following the Business Combination, fluctuations in the price of our securities could contribute to the loss of all

or part of your investment. Prior to the Business Combination, trading in the shares of our Class A common stock has not

been active. Accordingly, the valuation ascribed to our Class A common stock in the Business Combination may not be indicative

of the price that will prevail in the trading market following the Business Combination. If an active market for our securities

develops and continues, the trading price of our securities following the Business Combination could be volatile and subject to

wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could

have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below

the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further

decline.

Factors

affecting the trading price of our securities following the Business Combination may include:

●	actual<br><br> or anticipated fluctuations in our quarterly financial results or the quarterly financial<br><br> results of companies perceived to be similar to us;
●	changes<br><br> in the market’s expectations about our operating results;
---	---
●	success<br><br> of competitors;
---	---
●	our<br><br> operating results failing to meet the expectation of securities analysts or investors<br><br> in a particular period;
---	---
●	changes<br><br> in financial estimates and recommendations by securities analysts concerning New ChargePoint<br><br> or the market in general;
---	---
●	operating<br><br> and stock price performance of other companies that investors deem comparable to us;
---	---
●	our<br><br> ability to market new and enhanced products and technologies on a timely basis;
---	---
●	changes<br><br> in laws and regulations affecting our business;
---	---
●	our<br><br> ability to meet compliance requirements;
---	---
●	commencement<br><br> of, or involvement in, litigation involving New ChargePoint;
---	---
●	changes<br><br> in our capital structure, such as future issuances of securities or the incurrence of<br><br> additional debt;
---	---
●	the<br><br> volume of shares of our Class A common stock available for public sale;
---	---
●	any<br><br> major change in our board of directors or management;
---	---
●	sales<br><br> of substantial amounts of Class A common stock by our directors, executive officers<br><br> or significant stockholders or the perception that such sales could occur; and
---	---
●	general<br><br> economic and political conditions such as recessions, interest rates, fuel prices, international<br><br> currency fluctuations and acts of war or terrorism.
---	---

Broad

market and industry factors may materially harm the market price of our securities irrespective of our operating performance.

The stock market in general and the NYSE have experienced price and volume fluctuations that have often been unrelated or disproportionate

to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our

securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies

which investors perceive to be similar to New ChargePoint following the Business Combination could depress our stock price regardless

of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also

could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Followingthe Business Combination, if securities or industry analysts do not publish or cease publishing research or reports about us,our business or our market, or if they change their recommendations regarding our Class A common stock adversely, the priceand trading volume of our Class A common stock could decline.

The

trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts

may publish about us, our business, our market or our competitors. If any of the analysts who may cover New ChargePoint following

the Business Combination change their recommendation regarding our stock adversely, or provide more favorable relative recommendations

about our competitors, the price of our Class A common stock would likely decline. If any analyst who may cover New ChargePoint

following the Business Combination were to cease their coverage or fail to regularly publish reports on us, we could lose visibility

in the financial markets, which could cause our stock price or trading volume to decline.

OurSponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase public shares from public stockholders,which may influence the vote on the Business Combination proposal and reduce the public “float” of our Class Acommon stock.

Our

Sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares in privately negotiated

transactions or in the open market either prior to or following the completion of the Business Combination, although they are

under no obligation to do so. There is no limit on the number of public shares our Sponsor, directors, officers, advisors or any

of their respective affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of the

NYSE. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata

portion of the Trust Account. However, our Sponsor, directors, officers, advisors and their respective affiliates have no current

commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

None of the funds in the Trust Account will be used to purchase public shares in such transactions. None of our Sponsor, directors,

officers, advisors or any of their respective affiliates will make any such purchases when they are in possession of any material

non-public information not disclosed to the seller of such public shares or during a restricted period under Regulation M

under the Exchange Act. Such a purchase could include a contractual acknowledgement that such stockholder, although still the

record holder of such public shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption

rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the

purchaser.

the event that our Sponsor, directors, officers, advisors or any of their respective affiliates purchase shares in privately negotiated

transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders

would be required to revoke their prior elections to redeem their shares.

The

purpose of any such purchases of public shares could be to vote such shares in favor of the Business Combination and thereby increase

the likelihood of obtaining stockholder approval of the Business Combination or to satisfy a closing condition in the Business

Combination Agreement, where it appears that such requirement would otherwise not be met. Any such purchases of our public shares

may result in the completion of the Business Combination that may not otherwise have been possible. Any such purchases will be

reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent the purchasers are subject to such

reporting requirements.

addition, if such purchases are made, the public “float” of our Class A common stock may be reduced and the number

of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing

or trading of our securities on a national securities exchange.

Changesin laws or regulations, or a failure to comply with any laws or regulations, may adversely affect our business, investments andresults of operations.

are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply

with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult,

time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time

and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a

failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our

business, including our ability to negotiate and complete the Business Combination, and results of operations.

TheJOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reportingrequirements applicable to other public companies that are not emerging growth companies.

qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by

the JOBS Act. As such, we take advantage of certain exemptions from various reporting requirements applicable to other public

companies that are not emerging growth companies, including (a) the exemption from the auditor attestation requirements with

respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (b) the exemptions

from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations

regarding executive compensation in our periodic reports and proxy statements. As a result, our stockholders may not have access

to certain information they deem important. We will remain an emerging growth company until the earliest of (a) the last

day of the fiscal year (i) following July 30, 2024, the fifth anniversary of our Public Offering, (ii) in which

we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to

time) or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common

stock that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter,

and (b) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three

year period.

addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying

with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging

growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards

would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition

period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is

irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or

revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the

new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial

statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted

out of using the extended transition period difficult or impossible because of the potential differences in accounting standards

used.

cannot predict if investors will find our Class A common stock less attractive because we will rely on these exemptions.

If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for

our Class A common stock and our stock price may be more volatile.

Ourwarrants and Founder Shares may have an adverse effect on the market price of our Class A common stock and make it more difficultto effectuate our Business Combination.

issued warrants to purchase 10,470,587 shares of Class A common stock as part of the units. We also issued 5,521,568

private placement warrants, each exercisable to purchase one share of Class A common stock at $11.50 per share.

Our

initial stockholders currently own an aggregate of 7,852,941 Founder Shares. Immediately prior to the Closing, the initial stockholders

will forfeit an aggregate of 984,706 Founder Shares in accordance with the terms of the Founders Stock Letter. The Founder Shares

are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment for stock splits,

stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as set forth herein. In addition,

if our Sponsor makes any Working Capital Loans (as defined below), it may convert those loans into up to an additional 1,000,000

private placement warrants, at the price of $1.50 per warrant. Any issuance of a substantial number of additional shares of Class A

common stock upon exercise of these warrants and conversion rights will increase the number of issued and outstanding shares of

Class A common stock and reduce the value of the Class A common stock issued to complete the Business Combination. Therefore,

our warrants and Founder Shares may make it more difficult to effectuate the Business Combination or increase the cost of acquiring

ChargePoint.

Wedo not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us tocomplete the Business Combination even if a substantial majority of our stockholders do not agree.

Our

Charter does not provide a specified maximum redemption threshold, except that in no event will we redeem public shares in an

amount that would cause our net tangible assets to be less than $5,000,001 (such that we are not subject to the SEC’s “penny

stock” rules). As a result, we may be able to complete the Business Combination even though a substantial majority of our

public stockholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated

agreements to sell their shares to our Sponsor, officers, directors, advisors or any of their respective affiliates. In the event

the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted

for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination

exceed the aggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, all shares

of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an

alternate Business Combination.

Ourstockholders will have a reduced ownership and voting interests after the Business Combination and will exercise less influenceover management.

Upon

the issuance of the shares of Class A common stock to the ChargePoint stockholders and the investors in the PIPE Financing, current

holders of our common stock will be diluted. Following the consummation of the Business Combination and the PIPE Financing, current

holders of our common stock would own 13.7% of New ChargePoint.

Themarket price of shares of Class A common stock after the Business Combination may be affected by factors different from thosecurrently affecting the price of shares of Class A common stock.

Upon

completion of the Business Combination, ChargePoint stockholders will become holders of Class A common stock. Prior to the Business

Combination, Switchback has limited operations. Upon completion of the Business Combination, Switchback’s results of operations

will depend upon the performance of the ChargePoint business, which is affected by factors that are different from those currently

affecting the results of operations of Switchback.

TheBusiness Combination or post-combination company may be materially adversely affected by the recent COVID-19 outbreak.

December 2019, COVID-19 was reported to have surfaced in Wuhan, China. COVID-19 has and is continuing to spread

throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization

(“WHO”) declared the outbreak of COVID-19 a “Public Health Emergency of International Concern.” On

January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States

to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020, the WHO characterized the outbreak

as a “pandemic.” The COVID-19 outbreak has resulted, and a significant outbreak of other infectious diseases

could result, in a widespread health crisis that could adversely affect the economies and financial markets worldwide. Additionally,

our ability to consummate the Business Combination may be materially adversely affected due to significant governmental measures

being implemented to contain the outbreak of COVID-19 or its impact, including travel restrictions, the shutdown of businesses

and quarantines, among others, which may limit our ability to have meetings with potential investors or affect the ability of

ChargePoint’s personnel, vendors and service providers to negotiate and consummate the Business Combination in a timely

manner. The extent to which COVID-19 impacts the Business Combination will depend on future developments, which are highly

uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the

actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters

of global concern continue for an extensive period of time, our ability to consummate the Business Combination may be materially

adversely affected.

Item 1B.Unresolved Staff Comments.

Not

applicable.

Item 2.Properties.

Our

executive offices are located at 5949 Sherry Lane, Suite 1010, Dallas, TX 75225. The cost for our use of this space is included

in the $10,000 per month fee we pay to our Sponsor for office space, utilities, secretarial support and administrative services.

We consider our current office space adequate for our current operations.

Item 3.Legal Proceedings.

October 29, 2020, a putative class action lawsuit was filed in the Supreme Court of the State of New York by a purported Switchback

stockholder in connection with the Business Combination: Bulsa v. Switchback Energy Acquisition Corporation, et al., Index

No. 655800/2020 (Sup. Ct. N.Y. Cnty.) (the “Bulsa Complaint”). Separately, on November 6, 2020, a putative class action

lawsuit was filed in the Supreme Court of the State of New York by a different purported Switchback stockholder in connection

with the Business Combination: Bushansky v. Switchback Energy Acquisition Corporation, et al., Index No. 656119/2020 (Sup.

Ct. N.Y. Cnty.) (together with the Bulsa Complaint, the “Putative Class Action Complaints”). Additionally, on December

15, 2020, a complaint was filed in the United States District Court for the Southern District of New York by a purported Switchback

stockholder in connection with the Business Combination: Ward v. Switchback Energy Acquisition Corporation, et al., Case

No. 1:20-cv-10577 (S.D.N.Y.) (the “Federal Complaint”). On December 16, 2020, a separate complaint was filed in the

Supreme Court of the State of New York by a purported Switchback stockholder in connection with the Business Combination: Bakerv. Switchback Energy Acquisition Corporation, et al., Index No. 657063/2020 (Sup. Ct. N.Y. Cnty.) (together with the Federal

Complaint and the Putative Class Action Complaints, the “Complaints”). The Complaints name Switchback and current

members of our board of directors as defendants. The Complaints allege, among other things, breach of fiduciary duty claims against

our board of directors in connection with the Business Combination. The Complaints also allege that the proxy statement/prospectus/consent

solicitation statement related to the Business Combination is materially misleading and/or omits material information concerning

the Business Combination, including, with respect to the Federal Complaint, in violation of Sections 14(a) and 20(a) of the Exchange

Act. The Complaints generally seek injunctive relief, unspecified damages and awards of attorneys’ and experts’ fees,

among other remedies.

Item 4.Mine Safety Disclosures.

Not

applicable.

PARTII

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

MarketInformation

Our

Units began trading on the NYSE under the symbol “SBE.U” on July 26, 2019. Commencing on September 16, 2019, holders

of the Units could elect to separately trade the shares of Class A common stock and Warrants included in the Units. The shares

of Class A common stock and Warrants that are separated trade on the NYSE under the symbols “SBE” and “SBE WS,”

respectively. Those Units not separated continue to trade on the NYSE under the symbol “SBE.U.”

Holders

February 3, 2021, there were two holders of record of our Units, one holder of record of our Class A common stock, four holders

of record of our Class B common stock, one holder of record of our Warrants and one holder of record of our Private Placement

Warrants.

SecuritiesAuthorized for Issuance Under Equity Compensation Plans

None.

RecentSales of Unregistered Securities; Use of Proceeds from Registered Offerings

UnregisteredSales

May 16, 2019, our Sponsor purchased an aggregate of 8,625,000 Founder Shares for $25,000, or approximately $0.003 per share. The

Founder Shares will automatically convert into shares of our Class A common stock at the time of our initial business combination.

On July 25, 2019, our Sponsor transferred an aggregate of 80,000 Founder Shares to our independent directors at their original

purchase price. In September 2019, our Sponsor forfeited an aggregate of 772,059 Founder Shares. The Founder Shares were issued

in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities

Act.

Simultaneously

with the consummation of our Public Offering, our Sponsor purchased from the Company an aggregate of 5,333,333 Private Placement

Warrants at a price of $1.50 per Private Placement Warrant (for a purchase price of approximately $8.0 million). In addition,

simultaneously with the closing of the sale of the Over-allotment Units, we consummated the sale of an additional 188,235 Private

Placement Warrants in a private placement to our Sponsor, generating gross proceeds of approximately $282,000. Each Private Placement

Warrant entitles the holder thereof to purchase one share of our Class A common stock at an exercise price of $11.50 per share.

The sales of the Private Placement Warrants were made pursuant to the exemption from registration contained in Section 4(a)(2)

of the Securities Act.

Useof Proceeds

July 30, 2019, we consummated the Public Offering of 30,000,000 Units. The Units were sold at a price of $10.00 per Unit, generating

gross proceeds of $300.0 million. Certain of our officers and directors purchased 200,000 of the 30,000,000 Units sold in the

Public Offering for an aggregate purchase price of $2.0 million. The underwriters were granted a 45-day option from the date of

the final prospectus relating to the Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if

any, at $10.00 per Unit, less underwriting discounts and commissions. On September 4, 2019, the underwriters partially exercised

the over-allotment option and, on September 6, 2019, the underwriters purchased 1,411,763 of the Over-allotment Units, generating

gross proceeds of approximately $14.1 million. The over-allotment option subsequently expired.

July 30, 2019, simultaneously with the closing of the Public Offering, we completed the private sale of 5,333,333 Private Placement

Warrants at a purchase price of $1.50 per Private Placement Warrant to our Sponsor, generating gross proceeds of approximately

$8.0 million. Simultaneously with the closing of the sale of the Over-allotment Units, we completed the private sale of an additional

188,235 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant to our Sponsor, generating gross

proceeds of approximately $282,000.

Goldman

Sachs & Co. LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and Tudor, Pickering,

Holt & Co. Securities, Inc. served as underwriters for the Public Offering. The securities sold in the Public Offering were

registered under the Securities Act on a registration statement on Form S-1 (File No. 333-232501) (the “IPO Registration

Statement”). The SEC declared the IPO Registration Statement effective on July 25, 2019.

From

May 10, 2019 (inception) through December 31, 2019, we incurred approximately $17.7 million for costs and expenses related to

the Public Offering, including an up-front fee of approximately $6.24 million in underwriting discounts and commissions and approximately

$10.9 million in deferred underwriting discounts and commissions, which amount will be payable upon consummation of our initial

business combination. Prior to the closing of the Public Offering, our Sponsor loaned us approximately $251,000 under a promissory

note (the “Note”). We repaid this Note to our Sponsor on August 12, 2019. There has been no material change in the

planned use of proceeds from the Public Offering as described in our final prospectus filed with the SEC on July 29, 2019.

After

deducting the underwriting discounts and commissions (excluding the deferred portion of approximately $10.9 million, which amount

will be payable upon consummation of our initial business combination) and offering expenses, the total net proceeds from the

Public Offering and the sale of the Private Placement Warrants were approximately $315.1 million, of which approximately $314.1

million (or $10.00 per share sold in the Public Offering) was placed in the Trust Account.

Item 6.Selected Financial Data.

are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 301(c) of Regulation

S-K, we are not required to provide the information required by this Item.

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References

to “we,” “us,” “our,” “Switchback” or the “Company” are to Switchback

Energy Acquisition Corporation, except where the context requires otherwise. The following discussion should be read in conjunction

with our financial statements and related notes thereto included elsewhere in this report.

Overview

are a blank check company incorporated in Delaware on May 10, 2019 for the purpose of effecting a merger, capital stock exchange,

asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Although we are

not limited to a particular industry or sector for purposes of consummating our initial business combination, we intend to focus

our search for a target business in the energy industry in North America. Our sponsor is NGP Switchback, LLC, a Delaware limited

liability company.

The Registration Statement for the Public Offering was declared effective on July 25, 2019. On July 30, 2019, we consummated the Public Offering of 30,000,000 units at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.7 million, inclusive of $10.9 million in deferred underwriting commissions. Certain of our officers and directors purchased 200,000 (the “Affiliated Units”) of the 30,000,000 Units sold in the Public Offering for an aggregate purchase price of $2.0 million. The underwriters were granted a 45-day option from the date of the final prospectus relating to the Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions. On September 4, 2019, the underwriters partially exercised the over-allotment option and, on September 6, 2019, the underwriters purchased an additional 1,411,763 units, generating gross proceeds of approximately $14.1 million. The remaining over-allotment option subsequently expired.

Simultaneously

with the closing of the Public Offering, we consummated the Private Placement of 5,333,333 Private Placement Warrants at a price

of $1.50 per Private Placement Warrant in a private placement to our Sponsor, generating gross proceeds of approximately $8.0

million. Simultaneously with the closing of the sale of the Over-allotment Units, our Sponsor purchased an additional 188,235

Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $282,000.

Approximately

$314.1 million ($10.00 per Unit) of the net proceeds of the Public Offering (including the Over-allotment Units) and certain of

the proceeds of the Private Placement was placed in the Trust Account located in the United States with Continental Stock Transfer

& Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning set forth

in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting the conditions

of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.

government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of our initial business

combination and (ii) the distribution of the Trust Account as described below.

we are unable to complete an initial business combination within 24 months from the closing of the Public Offering, or July 30,

2021, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more

than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount

then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released

to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number

of then-outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders

(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as

reasonably possible following such redemption, subject to the approval of our remaining stockholders and its board of directors,

dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the

requirements of other applicable law.

Resultsof Operations

Our

only activities from inception through December 31, 2020 related to our formation and the Public Offering, and, since the closing

of the Public Offering, the search for a prospective initial business combination. We expect to incur increased expenses as a

result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as costs in the

pursuit of our acquisition plans.

For the year ended December 31, 2020, we had a net loss of approximately $5 million, which consisted of approximately $1.2 million of gain on marketable securities, dividends and interest held in Trust Account, offset by approximately $5.7 million in general and administrative expenses, $200,000 in franchise tax expense, and approximately $202,000 in income tax expense.

For

the period from May 10, 2019 (inception) through December 31, 2019, we had net income of approximately $780,000, which consisted

of approximately $2.3 million of gain on marketable securities, dividends and interest held in Trust Account, offset by approximately

$935,000 in general and administrative expenses, $88,000 in franchise tax expense, and approximately $479,000 in income tax expense.

ProposedBusiness Combination

September 23, 2020, we entered into the Business Combination Agreement with Merger Sub and ChargePoint. Pursuant to the Business

Combination Agreement, among other things, Merger Sub will be merged with and into ChargePoint, with ChargePoint surviving the

Merger as a wholly owned subsidiary of the Company. For more information regarding the Proposed Transactions, please refer to

our proxy statement, prospectus and consent solicitation statement filed with the Securities and Exchange Commission on January

8, 2021.

GoingConcern Consideration

Our consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2020, we had approximately $112,000 in our operating bank account, approximately $2.9 million of gain on marketable securities, dividends and interest held in Trust Account available to fund a business combination (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), and a working capital deficit of approximately $5.6 million (including approximately $401,000 in tax obligations, which will be paid using investment income held in Trust Account). In addition, in order to finance transaction costs in connection with a business combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan.

Our

liquidity needs up to December 31, 2020 were satisfied through receipt of a $25,000

capital contribution from our Sponsor in exchange for the issuance of shares of our Class B common stock to our Sponsor (the “Founder

Shares”), approximately $251,000 in loans from our Sponsor (which was fully repaid on August 12, 2019), the net proceeds

from the consummation of the Private Placement not held in the Trust Account and $1,270,000 of cash advanced from the Sponsor.

Management has determined that the Company has access to funds from our Sponsor, and the Sponsor has the financial wherewithal to fund the Company, that are sufficient to fund our working capital needs until the consummation of an initial business combination or for a minimum of one year from the date of issuance of the consolidated financial statements. However, in connection with our assessment of going concern considerations in accordance with Financial Accounting Standards Board Accounting Standards Update 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company’s mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate and dissolve after July 30, 2021.

ContractualObligations

RegistrationRights

The

holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans,

if any, and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that

may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares will be entitled to registration

rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback”

registration rights. However, the registration rights agreement provides that we will not permit any registration statement filed

under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered.

We will bear the expenses incurred in connection with the filing of any such registration statements.

UnderwritingAgreement

Except

for the Affiliated Units, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.96 million

in the aggregate, paid upon closing of the Public Offering. An additional fee of approximately

$282,000 in the aggregate was due in connection with the closing of the sale of the Over-allotment Units.

addition, $0.35 per unit (but not including the Affiliated Units), or approximately $10.9 million in the aggregate will be

payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from

the amounts held in the Trust Account solely in the event that we complete a business combination, subject to the terms of the

underwriting agreement.

AdministrativeServices Agreement

Commencing on the date that our securities were first listed on the NYSE and continuing until the earlier of our consummation of an initial business combination or our liquidation, we have agreed to pay our Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services. We recorded an aggregate of $120,000 and $50,000 for the year ended December 31, 2020 and for the period from May 10, 2019 (inception) through December 31, 2019, respectively, in general and administrative expenses in connection with the related agreement in the accompanying consolidated statements of operations.

of December 31, 2020, we recorded an aggregate of approximately $76,000 in related party accrued expenses.

CriticalAccounting Policies

Sharesof Class A Common Stock Subject to Possible Redemption

Shares of our Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of our Class A common stock (including shares of our Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, shares of our Class A common stock are classified as stockholders’ equity. Shares of our Class A common stock feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020 and 2019, 29,548,906 and 30,047,981 shares of our Class A common stock subject to possible redemption, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets.

NetIncome (Loss) Per Share of Common Stock

Net

income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding

during the periods. We have not considered the effect of the warrants sold in the Public Offering (including the consummation

of the over-allotment) and Private Placement to purchase an aggregate of 15,992,155 shares of our Class A common stock in the

calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method.

Our consolidated statements of operations include a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for our Class A common stock for year ended December 31, 2020 is calculated by dividing (i) the gain on marketable securities, dividends and interest held in Trust Account of approximately $1.2 million, net of applicable taxes and funds available to be withdrawn from the Trust Account for franchise and income tax obligations of approximately $401,000, resulting in an aggregate of approximately $758,000, by (ii) the weighted average number of shares of our Class A common stock outstanding for the period of 31,411,763 shares. Net loss per share, basic and diluted for our Class B common stock for the year ended December 31, 2020 is calculated by dividing (i) the net loss of approximately $5 million, less income attributable to public shares of approximately $758,000, resulting in a net loss of approximately $5.7 million, by (ii) the weighted average number of shares of our Class B common stock outstanding for the period of 7,852,941 shares.

Net

income per share, basic and diluted for our Class A common stock for the period from May 10, 2019 (inception) through December

31, 2019 is calculated by dividing (i) the gain on marketable securities, dividends and interest held in Trust Account of approximately

$2.3 million, net of applicable taxes and funds available to be withdrawn from the Trust Account for franchise and income tax

obligations of approximately $567,000, resulting in an aggregate of approximately $1.7 million, by (ii) the weighted average number

of shares of our Class A common stock outstanding for the period of 31,092,978 shares. Net loss per share, basic and diluted for

our Class B common stock for the period from May 10, 2019 (inception) through December 31, 2019 is calculated by dividing (i)

the net income of approximately $780,000, less income attributable to public shares of approximately $1.7 million, resulting in

a net loss of approximately $935,000, by (ii) the weighted average number of shares of our Class B common stock outstanding for

the period of 7,852,941 shares.

RecentAccounting Pronouncements

do not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a

material impact on our financial statements.

Off-Balance Sheet Arrangements

of December 31, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

JOBSAct

April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting

requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act and are

allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded)

companies. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new

or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth

companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting

pronouncements as of public company effective dates.

an “emerging growth company,” we are not required to, among other things, (i) provide an auditor’s attestation

report on our system of internal controls over financial reporting, (ii) provide all of the compensation disclosure that may be

required of non-emerging growth public companies, (iii) comply with any requirement that may be adopted by the Public Company

Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional

information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose comparisons of the

Chief Executive Officer’s compensation to median employee compensation. These exemptions will apply for a period of five

years following the completion of our Public Offering or until we otherwise no longer qualify as an “emerging growth company.”

Item 7A.Quantitative and Qualitative Disclosures About Market Risk

are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation

S-K, we are not required to provide the information required by this Item.

Item 8.Financial Statements and Supplementary Data

INDEXTO FINANCIAL STATEMENTS

	Page No.
Report<br><br> of Independent Registered Public Accounting Firm	F-2
Consolidated Financial<br><br> Statements:
Consolidated<br><br> Balance Sheets as of December 31, 2020 and 2019	F-3
Consolidated<br><br> Statements of Operations for the year ended December 31, 2020 and for the period from May 10, 2019 (inception) through December<br><br> 31, 2019	F-4
Consolidated<br><br> Statement of Changes in Stockholders’ Equity for the year ended December 31, 2020 and for the period from May 10, 2019<br><br> (inception) through December 31, 2019	F-5
Consolidated<br><br> Statements of Cash Flows for the year ended December 31, 2020 and for the period from May 10, 2019 (inception) through December<br><br> 31, 2019	F-6
Notes<br><br> to Consolidated Financial Statements	F-7

F-1

Reportof Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of

Switchback Energy Acquisition Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Switchback Energy Acquisition Corporation (the “Company”) as of December 31, 2020 and 2019, and the related statements of operations, changes in stockholders’ equity and cash flows, for the year ended December 31, 2020 and for the period from May 10, 2019 (inception) through December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the year ended December 31, 2020 and for the period from May 10, 2019 (inception) through December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to complete a business combination by July 30, 2021 then the Company will cease all operations except for the purpose of liquidating. The mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2019.

New York, New York

February 10, 2021

F-2

SWITCHBACKENERGY ACQUISITION CORPORATION

CONSOLIDATEDBALANCE SHEETS

			December 31,<br><br> 2019
Assets:
Current assets:
Cash	111,803		$	398,721
Prepaid expenses	238,641			374,286
Total current assets	350,444			773,007
Investments held in Trust Account	316,991,065			316,398,889
Total Assets	317,341,509		$	317,171,896
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable	39,094		$	200,971
Accrued expenses	4,133,165			-
Accrued expenses - related party	76,045			-
Due to related party	1,279,360			-
Franchise tax payable	200,000			87,928
Income tax payable	200,667			479,064
Total current liabilities	5,928,331			767,963
Deferred underwriting commissions	10,924,117			10,924,117
Total liabilities	16,852,448			11,692,080
Commitments and Contingencies
Class A common stock, 0.0001 par value; 29,548,906 and 30,047,981 shares subject to possible redemption at 10.00 per share at December 31, 2020 and 2019, respectively	295,489,060			300,479,810
Stockholders’ Equity:
Preferred stock, 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	-			-
Class A common stock, 0.0001 par value; 200,000,000 shares authorized; 1,862,857 and 1,363,782 shares issued and outstanding (excluding 29,548,906 and 30,047,981 shares subject to possible redemption) at December 31, 2020 and 2019, respectively	186			136
Class B common stock, 0.0001 par value; 20,000,000 shares authorized; 7,852,941 shares issued and outstanding	785			785
Additional paid-in capital	9,210,213			4,219,513
Retained earnings (Accumulated deficit)	(4,211,183	)		779,572
Total stockholders’ equity	5,000,001			5,000,006
Total Liabilities and Stockholders’ Equity	317,341,509		$	317,171,896

All values are in US Dollars.

Theaccompanying notes are an integral part of these consolidated financial statements.

F-3

SWITCHBACKENERGY ACQUISITION CORPORATION

CONSOLIDATEDSTATEMENTS OF OPERATIONS

	For the <br><br>year ended<br><br>December 31, <br><br>2020			For the<br><br> period from May 10, <br><br>2019<br><br>(inception) through December 31,<br><br> 2019
General and administrative expenses	$	5,749,166		$	934,695
Franchise tax expense		200,000			87,928
Loss from operations		(5,949,166	)		(1,022,623	)
Gain on marketable securities, dividends and interest held in Trust Account		1,160,014			2,281,259
Income (loss) before income tax expense		(4,789,152	)		1,258,636
Income tax expense		201,603			479,064
Net income (loss)	$	(4,990,755	)	$	779,572
Basic and diluted weighted average shares outstanding, Class A		31,411,763			31,092,978
Basic and diluted net income per share, Class A	$	0.02		$	0.06
Basic and diluted weighted average shares outstanding, Class B		7,852,941			7,852,941
Basic and diluted net loss per share, Class B	$	(0.73	)	$	(0.12	)

Theaccompanying notes are an integral part of these consolidated financial statements.

F-4

SWITCHBACKENERGY ACQUISITION CORPORATION

CONSOLIDATEDSTATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

****	For the year ended December 31, 2020															****
****	Common Stock								** Additional**		Retained Earnings		****	Total		****
****	Class A				Class B				Paid-In		(Accumulated		****	Stockholders’		****
****	Shares		Amount		Shares		Amount		Capital		Deficit)		****	Equity		****
Balance<br> - December 31, 2019		1,363,782	$	136		7,852,941	$	785	$	4,219,513	$	779,572		$	5,000,006
Change<br> in value of Class A common stock subject to possible redemption		499,075		50		-		-		4,990,700		-			4,990,750
Net<br> loss		-		-		-		-		-		(4,990,755	)		(4,990,755	)
Balance<br> - December 31, 2020		1,862,857	$	186		7,852,941	$	785	$	9,210,213	$	(4,211,183	)	$	5,000,001
	For<br><br> the year ended December 31, 2019
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Common<br><br> Stock												Additional						Total
	Class A						Class B						Paid-In			Retained			Stockholders’
	Shares			Amount			Shares			Amount			Capital			Earnings			Equity
Balance<br><br> - May 10, 2019 (inception)		-		$	-			-		$	-		$	-		$	-		$	-
Issuance<br><br> of Class B common stock to Sponsor ^(1)^		-			-			8,625,000			863			24,137			-			25,000
Sale<br><br> of units in initial public offering, gross		31,411,763			3,141			-			-			314,114,489			-			314,117,630
Offering<br><br> costs		-			-			-			-			(17,724,739	)		-			(17,724,739	)
Sale<br><br> of private placement warrants to Sponsor in private placement		-			-			-			-			8,282,353			-			8,282,353
Forfeiture<br><br> of Class B common stock		-			-			(772,059	)		(78	)		78			-			-
Class<br><br> A common stock subject to possible redemption		(30,047,981	)		(3,005	)		-			-			(300,476,805	)		-			(300,479,810	)
Net<br><br> income		-			-			-			-			-			(942,643	)		(942,643	)
Balance<br><br> - December 31, 2019		1,363,782		$	136			7,852,941		$	785		$	4,219,513		$	779,572		$	5,000,006

Theaccompanying notes are an integral part of these consolidated financial statements.

F-5

SWITCHBACKENERGY ACQUISITION CORPORATION

CONSOLIDATEDSTATEMENTS OF CASH FLOWS

	For<br> the<br><br> year ended December 31, <br><br>2020			For<br> the<br><br> period from May 10, <br><br>2019 (inception) through December 31, <br><br>2019
Cash<br> Flows from Operating Activities:
Net income<br> (loss)	$	(4,990,755	)	$	779,572
Adjustments to reconcile<br> net income (loss) to net cash used in operating activities:
General<br> and administrative expenses paid by related parties		9,360			125,151
Gain<br> on marketable securities, dividends and interest held in Trust Account		(1,160,014	)		(2,281,259	)
Changes in operating<br> assets and liabilities:
Prepaid<br> expenses		135,645			(374,286	)
Accounts<br> payable		(161,877	)		186,470
Accrued<br> expenses		4,133,165			-
Accrued<br> expenses - related party		76,045			-
Franchise<br> tax payable		112,072			87,928
Income<br> tax payable		(278,397	)		479,064
Net<br> cash used in operating activities		(2,124,756	)		(997,360	)
Cash<br> Flows from Investing Activities
Cash deposited in Trust<br> Account		-			(314,117,630	)
Income released from<br> Trust Account to pay taxes		567,838			-
Net<br> cash provided by (used in) investing activities		567,838			(314,117,630	)
Cash<br> Flows from Financing Activities:
Proceeds from issuance<br> of Class B common stock to Sponsor		-			25,000
Repayment of loans<br> from related party		-			(251,375	)
Proceeds received from<br> related party		1,270,000			-
Proceeds received from<br> initial public offering, gross		-			314,117,630
Proceeds received from<br> private placement		-			8,282,353
Offering costs paid		-			(6,659,897	)
Net<br> cash provided by financing activities		1,270,000			315,513,711
Net<br> change in cash		(286,918	)		398,721
Cash - beginning of<br> the period		398,721			-
Cash - end of the<br> period	$	111,803		$	398,721
Supplemental<br> disclosure of noncash activities:
Cash<br> paid for income taxes	$	480,000		$	-
Offering<br> costs included in accounts payable	$	-		$	14,501
Offering<br> costs paid by related party under note payable from related party	$	-		$	126,224
Deferred<br> underwriting commissions	$	-		$	10,924,117
Forfeiture<br> of Class B common stock	$	-		$	78
Change<br> in value of Class A common stock subject to possible redemption	$	(4,990,750	)	$	300,479,810

Theaccompanying notes are an integral part of these consolidated financial statements.

F-6

SWITCHBACKENERGY ACQUISITION CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note1 — Description of Organization, Business Operations and Basis of Presentation

Switchback

Energy Acquisition Corporation (the “Company”) was incorporated in Delaware on May 10, 2019. The Company 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 (the “Business Combination”). Although the Company is not limited to a particular

industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search for a target business

in the energy industry in North America. The Company is an emerging growth company and, as such, the Company is subject to all

of the risks associated with emerging growth companies.

of December 31, 2020, the Company had not commenced any operations. All activity for the period from May 10, 2019 (inception)

through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Public Offering”),

and, since the closing of the Public Offering, the search for a prospective initial business combination.

September 2020, in connection with the Proposed Transactions (as defined and described below), the Company formed Lightning Merger

Sub Inc., a Delaware corporation, as a wholly owned direct subsidiary of the Company.

The

Company’s sponsor is NGP Switchback, LLC, a Delaware limited liability company (the “Sponsor”). The registration

statement for the Public Offering was declared effective on July 25, 2019. On July 30, 2019, the Company consummated the Public

Offering of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the

Units, the “public shares”) at $10.00 per Unit, generating gross proceeds of $300.0 million. The underwriters were

granted a 45-day option from the date of the final prospectus relating to the Public Offering to purchase up to 4,500,000 additional

Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions. On September 4, 2019,

the underwriters partially exercised the over-allotment option and, on September 6, 2019, the underwriters purchased an additional

1,411,763 units (the “Over-allotment Units”), generating gross proceeds of approximately $14.1 million, and the remaining

over-allotment option subsequently expired. The Company incurred offering costs of approximately of approximately $17.7 million,

inclusive of $10.9 million in deferred underwriting commissions (Note 5).

Simultaneously

with the closing of the Public Offering, the Company consummated the sale (the “Private Placement”) of 5,333,333 warrants

(each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of

$1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of approximately $8.0 million

(Note 4). Simultaneously with the closing of the sale of the Over-allotment Units, the Sponsor purchased an additional 188,235

Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $282,000.

Approximately

$314.1 million ($10.00 per Unit) of the net proceeds of the Public Offering (including the Over-allotment Units) and certain of

the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States

with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,”

within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company

Act”), with a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2),

(d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations,

as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of

the Trust Account as described below.

The

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering

and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally

toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination

successfully. The Company must complete one or more initial business combinations having an aggregate fair market value of at

least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and

excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the Business

Combination. However, the Company will only complete an initial business combination if the post-transaction company owns or acquires

50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient

for it not to be required to register as an investment company under the Investment Company Act.

F-7

The

Company will provide holders of the Company’s outstanding public shares (the “Public Stockholders”) with the

opportunity to redeem all or a portion of their public shares upon the completion of a Business Combination either (i) in connection

with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether

the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely

in its discretion. The Public Stockholders will be entitled to redeem their public shares for a pro rata portion of the amount

then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to

Public Stockholders who redeem their public shares will not be reduced by the deferred underwriting commissions the Company will

pay to the underwriters (as discussed in Note 5). These public shares were recorded at a redemption value and classified as temporary

equity upon the completion of the Public Offering. In such case, the Company will only proceed with a Business Combination if,

among other things, the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination

and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law

and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to

its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions

pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents

with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law,

or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in

conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each

public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below)

have agreed to vote their Founder Shares (as defined below in Note 4) and any public shares purchased during or after the Public

Offering in favor of a Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption rights

with respect to their Founder Shares and public shares in connection with the completion of a Business Combination.

Notwithstanding

the foregoing, the Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder

or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares

with respect to more than an aggregate of 20% of the public shares.

The

Sponsor and the Company’s officers and directors (the “Initial Stockholders”) have agreed not to propose an

amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem

100% of the public shares if the Company does not complete a Business Combination within the time frame described below, unless

the Company provides the Public Stockholders with the opportunity to redeem their public shares in conjunction with any such amendment.

the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering, or July 30,

2021 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii)

as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held

in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of

interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely

extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions,

if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval

of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the

Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

F-8

The

Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to

complete a Business Combination within the Combination Period. However, the Initial Stockholders will be entitled to liquidating

distributions from the Trust Account with respect to any public shares that they hold if the Company fails to complete a Business

Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission

(see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination

Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available

to fund the redemption of the public shares. In the event of such distribution, it is possible that the per share value of the

residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect

the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a

third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold

to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or

other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account

to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account due to

reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case including interest

earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes,

less franchise and income taxes payable. This liability will not apply with respect to any claims by a third party or Target that

executed an agreement waiving claims against and all rights to seek access to the Trust Account whether or not such agreement

is enforceable or to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain

liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company

will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring

to have all vendors, service providers, prospective target businesses or other entities with which the Company does business,

execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust

Account.

Basisof Presentation

The

accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally

accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations

of the SEC.

EmergingGrowth Company

The

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart

Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to,

not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of

the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements,

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval

of any golden parachute payments not previously approved.

Further,

section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared

effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised

financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition

period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised

and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt

the new or revised standard at the time private companies adopt the new or revised standard.

This

may make comparison of the Company’s financial statements with another public company that is neither an emerging growth

company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

F-9

ProposedBusiness Combination

September 23, 2020, Lightning Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger

Sub”), ChargePoint, Inc., a Delaware corporation (“ChargePoint”), and the Company entered into a business combination

agreement and plan of reorganization (the “Business Combination Agreement”), pursuant to which, among other things,

Merger Sub will be merged with and into ChargePoint (the “Merger,” together with the other transactions related thereto,

the “Business Combination”), with ChargePoint surviving the Merger as a wholly owned subsidiary of the Company.

ChargePoint

has delivered to the Company a Stockholder Support Agreement (the “Support Agreement”), pursuant to which, among other

things, certain ChargePoint stockholders (the “Written Consent Parties”), whose ownership interests collectively represent

outstanding shares of ChargePoint’s common stock (“ChargePoint Common Stock”) and ChargePoint’s preferred

stock (voting on an as-converted basis) sufficient to approve the Merger on behalf of ChargePoint, will agree to support the approval

and adoption of the transactions contemplated by the Business Combination Agreement, including agreeing to execute a written consent

approving the Business Combination Agreement, the Merger and all other transactions contemplated by the Business Combination Agreement

within 48 hours of a registration statement on Form S-4 becoming effective. The Support Agreement will terminate upon the earlier

to occur of: (i) the effective time of the Merger (the “Effective Time”), (ii) the date of the termination of the

Business Combination Agreement in accordance with its terms and (iii) the effective date of a written agreement of the Company

and the Written Consent Parties terminating the Support Agreement.

connection with the closing of the Merger (the “Closing”), that certain Registration Rights Agreement (as defined

below) dated July 25, 2019 (the “IPO Registration Rights Agreement”) will be amended and restated and the Company,

certain persons and entities holding securities of the Company prior to the Closing (the “Initial Holders”) and certain

persons and entities receiving the Company’s Class A common stock or instruments exercisable for the Company’s Class

A common stock in connection with the Merger (the “New Holders” and together with the Initial Holders, the “Registration

Rights Holders”) will enter into that amended and restated IPO Registration Rights Agreement attached as an exhibit to the

Business Combination Agreement (the “A&R Registration Rights Agreement”). Pursuant to the A&R Registration

Rights Agreement, the Company will agree that, within 15 business days after the Closing, the Company will file with the SEC (at

the Company’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable

to the Initial Holders and the New Holders (the “Resale Registration Statement”), and the Company will use its commercially

reasonable efforts to have the Resale Registration Statement become effective as soon as reasonably practicable after the filing

thereof. In certain circumstances, the Registration Rights Holders can demand up to four underwritten offerings and will be entitled

to customary piggyback registration rights.

Concurrently

with ChargePoint entering into the Business Combination Agreement, certain stockholders of ChargePoint, whose ownership interests

represent 92.2% of the outstanding ChargePoint Common Stock (voting on an as-converted basis) in the aggregate, have agreed, subject

to certain customary exceptions, not to effect any (a) direct or indirect sale, assignment, encumbrance, pledge, hypothecation,

disposition, loan or other transfer, or entry into any agreement with respect to any sale, assignment, encumbrance, pledge, hypothecation,

disposition, loan or other transfer, with respect to any shares of the Company’s Class A common stock held by them immediately

after the Effective Time, including any shares of the Company’s Class A common stock issuable upon the exercise of options

or warrants to purchase shares of the Company’s Class A common stock held by them immediately following the Closing or (b)

publicly announce any intention to effect any transaction specified in clause (a), in each case, for six months after the Closing.

connection with the execution of the Business Combination Agreement, the initial stockholders entered into a letter agreement

(the “Founders Stock Letter”) with the Company pursuant to which, among other things, the initial stockholders will,

(i) subject to the satisfaction of the conditions to Closing set forth in the Business Combination Agreement, immediately prior

to the Closing, surrender to the Company, for no consideration and as a capital contribution to the Company, 984,706 Founder Shares

held by them (on a pro rata basis), whereupon such Founder Shares will be immediately canceled and (ii) upon and subject to the

Closing, subject 900,000 Founder Shares (including any shares of the Company’s Class A common stock issued in exchange therefor

in the Merger, the “Founder Earn Back Shares”) held by them (on a pro rata basis) to potential forfeiture, if the

volume-weighted average closing sale price (the “Closing VWAP”) of one share of the Company’s Class A common

stock quoted on the NYSE (or the exchange on which the shares of the Company’s Class A common stock are then listed) is

greater than or equal to $12.00 for any ten trading days within any twenty consecutive trading day period within the five-year

period following the Closing. The Founders Stock Letter also provides that the Sponsor will bear any transaction costs in excess

of $20,000,000 that are allocable to the Company in accordance with the Business Combination Agreement, excluding any costs associated

with the PIPE Financing (as defined below).

F-10

connection with the execution of the Business Combination Agreement, on September 23, 2020, the Company entered into separate

subscription agreements (collectively, the “Subscription Agreements”) with a number of investors (collectively, the

“Subscribers”), pursuant to which the Subscribers agreed to purchase, and the Company agreed to sell to the Subscribers,

an aggregate of 22,500,000 shares of the Company’s Class A common stock for a purchase price of $10.00 per share and an

aggregate purchase price of $225,000,000, in a private placement (the “PIPE Financing”).

October 19, 2020, the Company filed a registration statement on Form S-4 (File No: 333-249549) (as amended, the “Registration

Statement”) relating to the Business Combination. On January 8, 2021, the SEC declared the Registration Statement effective.

The Company has mailed the definitive proxy statement/prospectus/consent solicitation statement relating to the special meeting

of the Company’s stockholders in connection with the Business Combination. The proxy statement/prospectus/consent

solicitation statement was mailed to the Company’s stockholders of record as of the close of business on December 16, 2020.

The Business Combination is expected to close in February 2021, subject to approval by the Company’s stockholders and other

customary closing conditions.

GoingConcern Consideration

The

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern,

which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

Through December 31, 2020, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution

from the Sponsor in exchange for the issuance of the Founder Shares (Note 4) to the Sponsor, approximately $251,000 in loans from

the Sponsor (which were fully repaid on August 12, 2019), the net proceeds from the consummation of the Private Placement not

held in the Trust Account and $1,270,000 of cash advanced from the Sponsor.

As of December 31, 2020, the Company had approximately $112,000 in its operating bank account, approximately $2.9 million of gain on marketable securities, dividends and interest held in Trust Account available to fund a Business Combination (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), and a working capital deficit of approximately $5.6 million (including approximately $401,000 in tax obligations, which will be paid using investment income held in the Trust Account). In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors intend to, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan.

Management has determined that the Company has access to funds from the Sponsor, and the Sponsor has the financial wherewithal to fund the Company, that are sufficient to fund the working capital needs of the Company until the consummation of an initial business combination or for a minimum of one year from the date of issuance of these consolidated financial statements. However, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board Accounting Standards Update 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company’s mandatory liquidation and subsequent dissolution, should the Company be unable to consummate a Business Combination by July 2021, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate and dissolve after July 30, 2021.

Note2 — Summary of Significant Accounting Policies

Useof Estimates

The

preparation of these consolidated financial statements in conformity with GAAP requires the Company’s management to make

estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities

at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting period. It is at least

reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date

of the balance sheet, which management considered in formulating its estimate, could change due to one or more future events.

Actual results could differ from these estimates.

F-11

Concentrationof Credit Risk

Financial

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and investments held in the Trust Account.

At December 31, 2020, the Company has not experienced losses on these accounts, and management believes that the Company is not

exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of December 31, 2020

are comprised of money market funds which invest only in direct U.S. government treasury obligations.

Principlesof Consolidation

The

consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub, at December

31, 2020. All significant inter-company transactions and balances have been eliminated in consolidation.

InvestmentsHeld in the Trust Account

The

Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning

set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market

funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account

are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each

reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable

securities, dividends and interest held in Trust Account in the accompanying consolidated statement of operations. The estimated

fair values of investments held in the Trust Account are determined using available market information.

FairValue of Financial Instruments

Fair

value is defined as the price that would be received for the sale of an asset or paid for the transfer of a liability in an orderly

transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes

the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets

for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

●	Level 1, defined<br><br> as observable inputs such as quoted prices for identical instruments in active markets;
●	Level 2, defined<br><br> as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices<br><br> for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;<br><br> and
---	---
●	Level 3, defined<br><br> as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,<br><br> such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers<br><br> are unobservable.
---	---

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest

level input that is significant to the fair value measurement.

of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses, due to related party and taxes payable

approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held

in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less, or

in money market funds which invest only in direct U.S. government treasury obligations, and are recognized at fair value. The

fair value for trading securities is determined using quoted market prices in active markets.

F-12

OfferingCosts Associated with the Public Offering

Offering

costs consist of legal, accounting, underwriting fees and other costs that were directly related to the Public Offering and that

were charged to stockholders’ equity upon the completion of the Public Offering in July and September 2019.

Sharesof Class A Common Stock Subject to Possible Redemption

Shares of the Company’s Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of the Company’s Class A common stock (including shares of the Company’s Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of the Company’s Class A common stock are classified as stockholders’ equity. Shares of the Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020 and 2019, 29,548,906 and 30,047,981 shares of the Company’s Class A common stock subject to possible redemption, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets.

NetIncome (Loss) Per Share of Common Stock

Net

income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding

during the periods. The Company has not considered the effect of the warrants sold in the Public Offering (including the consummation

of the over-allotment) and Private Placement to purchase an aggregate of 15,992,155 shares of the Company’s Class A common

stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method.

Net income per share, basic and diluted for the Company’s Class A common stock for the year ended December 31, 2020 is calculated by dividing (i) the gain on marketable securities, dividends and interest held in Trust Account of approximately $1.2 million, net of applicable taxes and funds available to be withdrawn from the Trust Account for franchise and income tax obligations of approximately $401,000, resulting in an aggregate of approximately $758,000, by (ii) the weighted average number of shares of the Company’s Class A common stock outstanding for the period of 31,411,763 shares. Net loss per share, basic and diluted for the Company’s Class B common stock for the year ended December 31, 2020 is calculated by dividing (i) the net loss of approximately $5 million, less income attributable to public shares of approximately $758,000, resulting in a net loss of approximately $5.7 million, by (ii) the weighted average number of shares of the Company’s Class B common stock outstanding for the period of 7,852,941 shares.

Net

income per share, basic and diluted for the Company’s Class A common stock for the period from May 10, 2019 (inception)

through December 31, 2019 is calculated by dividing (i) the gain on marketable securities, dividends and interest held in Trust

Account of approximately $2.3 million, net of applicable taxes and funds available to be withdrawn from the Trust Account for

franchise and income tax obligations of approximately $567,000, resulting in an aggregate of approximately $1.7 million, by (ii)

the weighted average number of shares of the Company’s Class A common stock outstanding for the period of 31,092,978 shares.

Net loss per share, basic and diluted for the Company’s Class B common stock for the period from May 10, 2019 (inception)

through December 31, 2019 is calculated by dividing (i) the net income of approximately $780,000, less income attributable to

public shares of approximately $1.7 million, resulting in a net loss of approximately $935,000, by (ii) the weighted average number

of shares of the Company’s Class B common stock outstanding for the period of 7,852,941 shares.

IncomeTaxes

The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2020 and 2019, the Company had deferred tax assets aggregating approximately $1.4 million and $223,000, respectively, which had a full valuation allowance recorded against them as of December 31, 2020 and 2019.

F-13

For

tax benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of December 31, 2020 and 2019. The Company recognizes accrued interest and penalties

related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties

as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant

payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing

authorities since inception.

RecentAccounting Pronouncements

Management

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have

a material impact on the Company’s consolidated financial statements.

Note3 — Initial Public Offering

July 30, 2019, the Company sold 30,000,000 Units at a price of $10.00 per Unit in the Public Offering. Each Unit consists of one

share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant

entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note

6). Certain officers and directors of the Company purchased 200,000 (the “Affiliated Units”) of the 30,000,000 Units

sold in the Public Offering for an aggregate purchase price of $2.0 million.

The

Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Public Offering to purchase

up to 4,500,000 additional Units to cover over-allotments, if any, at the Public Offering price, less underwriting discounts and

commissions. On September 4, 2019, the underwriters partially exercised the over-allotment option and, on September 6, 2019, the

underwriters purchased the Over-allotment Units, generating gross proceeds of approximately $14.1 million. The remaining over-allotment

option subsequently expired.

Note4 — Related Party Transactions

FounderShares

May 16, 2019, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s Class B common

stock, par value $0.0001 per share, for an aggregate price of $25,000. The Initial Stockholders agreed to forfeit up to 1,125,000

Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture was

adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares

would represent 20.0% of the Company’s issued and outstanding shares after the Public Offering. On September 6, 2019, the

underwriters purchased the Over-allotment Units, and the remaining over-allotment option subsequently expired. As a result, an

aggregate of 772,059 Founder Shares were forfeited accordingly.

The

Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until one

year after the date of the consummation of the Business Combination or earlier if, subsequent to the Business Combination, (i)

the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits,

stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing

at least 150 days after the Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange

or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares

of common stock for cash, securities or other property.

The

Founder Shares are also subject to the Founders Stock Letter described in Note 1.

F-14

PrivatePlacement Warrants

Simultaneously

with the closing of the Public Offering, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a price

of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $8.0 million. Simultaneously with the closing

of the sale of the Over-allotment Units, the Sponsor purchased an additional 188,235 Private Placement Warrants at a price of

$1.50 per Private Placement Warrant, generating gross proceeds of approximately $282,000.

Each

whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion

of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Public Offering

held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private

Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a

cashless basis so long as they are held by the Sponsor or its permitted transferees.

The

Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell

any of their Private Placement Warrants until 30 days after the completion of the Business Combination.

RelatedParty Loans

May 16, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover organizational expenses and expenses

related to the Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and

payable on the completion of the Public Offering. The Company borrowed approximately $251,000 under the Note, and then repaid

the Note in full to the Sponsor on August 12, 2019.

During

the year ended December 31, 2020, the Sponsor advanced approximately $1.3 million to the Company to fund general administrative

expenses.

addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the

Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may

be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the

Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would

be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company

may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust

Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if

any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either

be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working

Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants

would be identical to the Private Placement Warrants. To date, the Company had no borrowings under the Working Capital Loans.

AdministrativeServices Agreement

Commencing

on the date that the securities of the Company were first listed on the New York Stock Exchange and continuing until the earlier

of the Company’s consummation of its initial business combination or the Company’s liquidation, the Company has agreed

to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services.

The Company recorded an aggregate of $120,000 during the year ended December 31, 2020, as well as an aggregate of $50,000 during

the period from May 10, 2019 (inception) through December 31, 2019 in general and administrative expenses in connection with the

related agreement in the accompanying statements of operations. As of December 31, 2020, the Company recorded an aggregate of

approximately $76,000 in related party accrued expenses.

F-15

Note5 — Commitments and Contingencies

Risksand Uncertainties

January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain

of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based

on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19

outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including

the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19

outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets

and/or the overall economy are impacted for an extended period, the Company’s financial position, results of operations,

financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability to complete

an initial business combination may be materially adversely affected due to significant governmental measures being implemented

to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines,

among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a

potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination

in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability

to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.

RegistrationRights

The

holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans,

if any, and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that

may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares will be entitled to registration

rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback”

registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement

filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to

be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

UnderwritingAgreement

Except

for the Affiliated Units, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.96 million in the

aggregate, paid upon closing of the Public Offering. An additional fee of approximately $282,000 in the aggregate was due in connection

with the closing of the sale of the Over-allotment Units.

addition, $0.35 per unit (but not including the Affiliated Units), or approximately $10.9 million in the aggregate will be payable

to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts

held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting

agreement. ****

Litigation

On October 29, 2020, a putative class action lawsuit was filed in the Supreme Court of the State of New York by a purported Switchback stockholder in connection with the Business Combination: Bulsa v. Switchback Energy Acquisition Corporation, et al., Index No. 655800/2020 (Sup. Ct. N.Y. Cnty.). Separately, on November 6, 2020, a putative class action lawsuit was filed in the Supreme Court of the State of New York by a different purported Switchback stockholder in connection with the Business Combination: Bushanskyv. Switchback Energy Acquisition Corporation, et al., Index No. 656119/2020 (Sup. Ct. N.Y. Cnty.). Additionally, on December 15, 2020, a complaint was filed in the United States District Court for the Southern District of New York by a purported Switchback stockholder in connection with the Business Combination: Ward v. Switchback Energy Acquisition Corporation, et al., Case No. 1:20-cv-10577 (S.D.N.Y.). On December 16, 2020, a separate complaint was filed in the Supreme Court of the State of New York by a purported Switchback stockholder in connection with the Business Combination: Baker v. Switchback Energy Acquisition Corporation, et al., Index No. 657063/2020 (Sup. Ct. N.Y. Cnty.). The Complaints name Switchback and current members of the Switchback’s board of directors as defendants. The Complaints allege, among other things, breach of fiduciary duty claims against the board of in connection with the Business Combination. The Complaints also allege that this proxy statement/prospectus/consent solicitation statement is materially misleading and/or omits material information concerning the Business Combination, including, with respect to the Federal Complaint, in violation of Sections 14(a) and 20(a) of the Exchange Act. The Complaints generally seek injunctive relief, unspecified damages and awards of attorneys’ and experts’ fees, among other remedies. Although Switchback believes no supplemental disclosures were required under applicable law to address the claims made in the Complaints, in order to alleviate the costs, risks and uncertainties inherent in litigation and provide additional information to its stockholders, Switchback determined to voluntarily supplement the definitive proxy statement/prospectus/consent solicitation statement as described in a Current Report on Form 8-K, which Switchback filed on February 4, 2021. In connection with the filing of the Form 8-K, each of the stockholders bringing one of the Complaints confirmed that he will voluntarily dismiss his Complaint upon the closing of the Business Combination.

Note6 — Stockholders’ Equity

ClassA Common Stock— The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2020 and 2019, there were 31,411,763 shares of Class A common stock issued and outstanding, of which 29,548,906 and 30,047,981 shares of Class A common stock were classified outside of permanent equity, respectively.

ClassB Common Stock— The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value

of $0.0001 per share. In May 2019, the Company issued 8,625,000 shares of Class B common stock, including an aggregate of up to

1,125,000 shares of Class B common stock that were subject to forfeiture to the Company by the Sponsor for no consideration to

the extent that the underwriters’ over-allotment option for the Public Offering was not exercised in full. On September

6, 2019, the underwriters purchased the Over-allotment Units, and the remaining over-allotment option subsequently expired. As

a result, an aggregate of 772,059 shares of Class B common stock were forfeited accordingly. As of December 31, 2020 and 2019,

there were 7,852,941 shares of Class B common stock outstanding.

F-16

Prior

to an initial business combination, only holders of the Company’s Class B common stock will have the right to vote on the

election of directors. Holders of the Class A common stock will not be entitled to vote on the election of directors during such

time. These provisions of the Certificate of Incorporation may only be amended if approved by a majority of at least 90% of the

Company’s common stock. With respect to any other matter submitted to a vote of the Company’s stockholders, including

any vote in connection with the initial business combination, except as required by applicable law or stock exchange rule, holders

of the Company’s Class A common stock and holders of the Company’s Class B common stock will vote together as a single

class, with each share entitling the holder to one vote.

The

Class B common stock will automatically convert into Class A common stock at the time of the initial business combination on a

one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities,

are issued or deemed issued in excess of the amounts sold in the Public Offering and related to the closing of the initial business

combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted

(unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect

to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all

shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all

shares of common stock outstanding upon the completion of the Public Offering plus all shares of Class A common stock and equity-linked

securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities

issued, or to be issued, to any seller in the Business Combination).

PreferredStock— The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share,

with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s

board of directors. As of December 31, 2020 and 2019, there were no shares of preferred stock issued or outstanding.

Warrants—

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation

of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion

of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering

the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is

available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is

exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later

than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC

a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise

of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness

of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance

with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise

of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security”

under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise

their warrants to do so on a “cashless” basis, and, in the event the Company so elects, the Company will not be required

to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or

qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire

five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The

Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of

Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable

until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private

Placement Warrants will be non-redeemable for cash so long as they are held by the Sponsor or its permitted transferees. If the

Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants

will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

F-17

The

Company may call the Public Warrants for redemption:

●	in whole and not<br><br> in part;
●	at a price of $0.01<br><br> per warrant;
---	---
●	upon a minimum of<br><br> 30 days’ prior written notice of redemption; and
---	---
●	if, and only if,<br><br> the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the<br><br> 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption<br><br> to the warrant holders.
---	---

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise

the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

addition, commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants for shares

of Class A common stock (including both Public Warrants and Private Placement Warrants):

●	in whole and not<br><br> in part;
●	at a price equal<br><br> to a number of shares of Class A common stock to be determined by reference to the agreed table set forth in the warrant agreement<br><br> based on the redemption date and the “fair market value” of the Class A common stock;
---	---
●	upon a minimum of<br><br> 30 days’ prior written notice of redemption; and
---	---
●	if, and only if,<br><br> the last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted) on the trading day prior<br><br> to the date on which the Company sends the notice of redemption to the warrant holders.
---	---

The

exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including

in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. In addition, if the Company issues

additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the

initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such

issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case

of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such

affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants

will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price.

no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive

any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held

outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

Note7 — Fair Value Measurements

The

following tables present information about the Company’s financial assets that are measured at fair value on a recurring

basis as of December 31, 2020 and 2019 and indicate the fair value hierarchy of the valuation techniques that the Company utilized

to determine such fair value.

F-18

December31, 2020

	Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Investments held in Trust Account
Money Market Funds	$	316,991,065	$	-	$	-

December31, 2019

	Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Investments held in Trust Account
Money Market Funds	$	316,398,889	$	-	$	-

Transfers

to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. There were no transfers between levels of

the hierarchy for the year ended December 31, 2020.

Note8 — Income Taxes

The

income tax provision consists of the following:

	For the year ended<br><br><br>December 31,<br><br><br>2020			For the period From May 10, 2019 (inception) through December 31,<br><br><br>2019
Current
Federal	$	201,603		$	479,064
State		-			-
Deferred
Federal		(1,207,074	)		(222,823	)
State		-			-
Valuation allowance		1,207,074			222,823
Income tax provision	$	201,603		$	479,064

F-19

The

Company’s net deferred tax assets are as follows:

	December 31,<br><br><br>2020			December 31,<br><br><br>2019
Deferred tax assets:
StartUp/Organization Costs	$	1,207,074		$	222,823
Total deferred tax assets		1,207,074			222,823
Valuation allowance		(1,207,074	)		(222,823	)
Deferred tax asset, net of allowance	$	-		$	-

assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or

all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation

of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies

in making this assessment. After consideration of all of the information available, management believes that significant uncertainty

exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

For the year ended December 31, 2020, the valuation allowance was approximately $827,000.

reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:


Statutory Federal income tax rate	21.0	%	21.0	%
Meals & entertainment	0.0	%	0.0	%
Change in Valuation Allowance	(25.2	)%	18.3	%
Income Taxes Provision (Benefit)	(4.2	)%	39.3	%

The

Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative

expenses are generally considered start-up costs and are not currently deductible. During the year ended December 31, 2020, approximately

$202,000 of income tax expense was recognized. The Company’s effective tax rate for the year ended December 31, 2020 was

a negative 4%, which differs from the expected income tax rate due to a full valuation allowance recognized on the deferred tax

asset resulting from non-deductible start-up costs.

Note9 — Subsequent Events

Management

has evaluated subsequent events to determine if events or transactions occurring through the date the consolidated financial statements

were available for issuance require potential adjustment to or disclosure in the consolidated financial statements and has concluded

that all such events that would require recognition or disclosure have been recognized or disclosed.

F-20

Item9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item9A. Controls and Procedures

DisclosureControls and Procedures

Disclosure

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed

in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures

designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated

and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding

required disclosure.

required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out

an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2020.

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and

procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Management’sReport on Internal Control Over Financial Reporting

Our

management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control

over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under

the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s

board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles

and includes those policies and procedures that:

●	pertain<br><br> to the maintenance of records that in reasonable detail accurately and fairly reflect<br><br> the transactions and dispositions of the assets of the Company;
●	provide<br><br> reasonable assurance that transactions are recorded as necessary to permit preparation<br><br> of financial statements in accordance with generally accepted accounting principles,<br><br> and that receipts and expenditures of the Company are being made only in accordance with<br><br> authorizations of management and directors of the Company; and
---	---
●	provide<br><br> reasonable assurance regarding prevention or timely detection of unauthorized acquisition,<br><br> use or disposition of the Company’s assets that could have a material effect on<br><br> the financial statements.
---	---

Under

the supervision and with the participation of our management, including our principal executive officer and principal financial

officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework

in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013

Framework). Based on our evaluation, our management concluded that our internal control over financial reporting was effective

as of December 31, 2020.

Because

of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections

of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changesin Internal Control Over Financial Reporting

During

the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has

materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.Other Information.

None.

PARTIII

Item 10.Directors, Executive Officers and Corporate Governance.

Our

current officers and directors are as follows:

Name	Age	Position
Scott McNeill*	49	Chief Executive Officer, Chief Financial Officer<br><br> and Director
Jim Mutrie*	48	Chief Commercial Officer, General Counsel, Secretary<br><br> and Director
Josh Rosinski*	40	Chief Operating Officer
Chris Carter	42	Director
Scott A. Gieselman	57	Director
Sam Stoutner	34	Director
Joseph Armes	59	Independent Director
Zane Arrott	63	Independent Director
Ray Kubis	66	Independent Director
*	Denotes an executive officer.
---	---

ScottMcNeill has been our Chief Executive Officer and Chief Financial Officer and a member of our board of directors since

May 2019. Mr. McNeill co-founded and has served as Co-Chief Executive Officer of Switchback II Corporation since December 2020

and as a member of its board of directors since October 2020. Mr. McNeill served as Chief Financial Officer of RSP Permian, Inc.

(“RSP”) from April 2013 through the completion of its acquisition by Concho Resources, Inc. (“Concho”)

in July 2018. Mr. McNeill also served as a member of the board of directors of RSP from December 2013 through July 2018. Before

joining RSP, Mr. McNeill served as a managing director in the energy investment banking group of Raymond James Financial, Inc.,

advising companies operating in the exploration and production, midstream, and energy service and equipment segments of the energy

industry. Mr. McNeill holds a B.B.A. from Baylor University and an M.B.A. from The University of Texas at Austin and is a certified

public accountant in the State of Texas.

believe Mr. McNeill’s extensive knowledge of the energy industry, as well as his substantial business, leadership and management

experience, including serving as the chief financial officer and a member of the board of directors of a publicly traded company,

brings important and valuable skills to our board of directors.

JimMutrie has been our Chief Commercial Officer, General Counsel and Secretary and a member of our board of directors since

May 2019. Mr. Mutrie co-founded and has served as Co-Chief Executive Officer of Switchback II Corporation since December 2020

and as a member of its board of directors since October 2020. Mr. Mutrie served as RSP’s Vice President, General Counsel

and Corporate Secretary from June 2014 through the completion of the acquisition of RSP by Concho in July 2018. While at RSP,

Mr. Mutrie was a board member of the Texas Oil and Gas Association, the largest and oldest group in Texas representing petroleum

interests. Prior to RSP, Mr. Mutrie served as General Counsel and Compliance Officer at United Surgical Partners International

(NASDAQ: USPI). From October 2003 to January 2007, Mr. Mutrie practiced corporate law at Vinson & Elkins L.L.P., representing

public and private companies in M&A transactions and capital market offerings, predominantly in the oil and gas industry.

Mr. Mutrie holds a B.A. from Cornell University, a J.D. from Northwestern University School of Law, a Certificate in Financial

Management from Cornell University and a Certificate in Financial Skills for The Energy Industry from SMU Cox School of Business,

Executive Education.

believe Mr. Mutrie’s extensive experience in managing public company M&A and financing transactions, as well as his

extensive knowledge of the energy industry, brings important and valuable skills to our board of directors.

JoshRosinski has been our Chief Operating Officer since May 2019. Mr. Rosinski joined RSP in September 2014 and served as

RSP’s Vice President of Reservoir Engineering from February 2017 through the completion of RSP’s acquisition by Concho

in July 2018. Prior to RSP, Josh served as Vice President of Engineering at Simmons & Co. in the upstream advisory group where

he directed engineering valuations supporting transactions across a variety of basins across the continental United States. Prior

to Simmons & Co., Mr. Rosinski managed and implemented completion engineering operations in the East Texas Haynesville asset

for Exco Resources. Mr. Rosinski began his career at Devon Energy in Houston and worked in multiple operational, reservoir, and

corporate engineering functions throughout Texas and Louisiana assets. Mr. Rosinski graduated from Texas A&M University with

a B.S. in Petroleum Engineering.

ChrisCarter has been a member of our board of directors since May 2019. Mr. Carter has been a member of the board of directors

of Switchback II Corporation since December 2020. Mr. Carter joined NGP in 2004 and currently serves as Managing Partner and as

a director of certain private NGP portfolio companies. Prior to joining NGP, Mr. Carter was an analyst with Deutsche Bank’s

Energy Investment Banking group in Houston, where he focused on financing and merger and acquisition transactions in the oil and

gas and oilfield services industries. Mr. Carter served on the board of directors of PennTex Midstream GP, LLC from June 2015

to November 2016 and on the board of directors of Parsley Energy, Inc. from December 2013 to January 2016. Mr. Carter also served

on the board of directors of Rice Energy, Inc. from October 2013 to November 2014. Mr. Carter received a B.B.A. and an M.P.A.

in Accounting, summa cum laude, in 2002 from The University of Texas at Austin, where he was a member of the Business Honors Program.

He received an M.B.A. in 2008 from Stanford University, where he graduated as an Arjay Miller Scholar.

believe that Mr. Carter’s considerable experience with financing and merger and acquisition transactions in the energy industry,

as well as his experience on the boards of several public and private energy companies, bring important and valuable skills to

our board of directors.

ScottGieselman has been a member of our board of directors since May 2019. Mr. Gieselman has been a member of the board of

directors of Switchback II Corporation since December 2020. Mr. Gieselman has served as a Partner for NGP since April 2007. Mr.

Gieselman serves as a director of certain private NGP portfolio companies. Prior to joining NGP, Mr. Gieselman worked in various

positions in the investment banking energy group of Goldman Sachs & Co. LLC, where he became a partner in 2002. He has served

on the board of directors of HighPoint Resources Corporation since March 2018 and on the board of directors of Chesapeake Energy

Corporation since May 2019. Mr. Gieselman served on the board of directors of WildHorse Resource Development Corporation from

September 2016 until it was acquired by Chesapeake Energy Corporation in February 2019. Mr. Gieselman also served as a member

of the board of directors of Rice Energy, Inc. from January 2014 to April 2017 and was a member of the board of directors of Memorial

Resource Development Corp. from its formation until it was acquired by Range Resources Corporation in September 2016. In addition,

Mr. Gieselman served as a member of the board of directors of Memorial Production Partners GP LLC from December 2011 to March

Mr. Gieselman received a B.S. in 1985 and an M.B.A. in 1988 from Boston College.

believe that Mr. Gieselman’s considerable financial and energy investment banking experience, as well as his experience

on the boards of several public and private energy companies, bring important and valuable skills to our board of directors.

SamStoutner has been a member of our board of directors since May 2019. Mr. Stoutner has been a member of the board of directors

of Switchback II Corporation since December 2020. Mr. Stoutner joined NGP in 2011 and currently serves as Principal and as a director

of certain private NGP portfolio companies. Prior to joining NGP, Mr. Stoutner was an investment banking analyst with Madison

Williams and Company’s Energy Investment Banking Group in Houston, where he focused on financing and merger and acquisition

transactions in the oil and gas industry. Mr. Stoutner received a B.B.A. and M.P.A. in Accounting, summa cum laude, in 2010 from

The University of Texas at Austin. He received an M.B.A. in 2016 from Stanford University.

believe that Mr. Stoutner’s considerable experience with financing and merger and acquisition transactions in the energy

industry, as well as his experience on the boards of several private energy companies, bring important and valuable skills to

our board of directors.

JosephArmes has been a member of our board of directors since July 2019. Mr. Armes has served as Chief Executive Officer and

Chairman of the board of directors of CSW Industrials, Inc., a publicly traded industrial products company (“CSWI”),

since September 2015, and as President of CSWI since February 2018. Prior to CSWI’s spin-off from Capital Southwest Corporation,

a capital provider to middle market companies, in September 2015, Mr. Armes served as the Chief Executive Officer and President

of Capital Southwest Corporation from June 2013 to September 2015 and Chairman of the board of directors of Capital Southwest

Corporation from January 2014 to August 2017. From December 2013 until the completion of the acquisition of RSP by Concho in July

2018, Mr. Armes served as a board member and as audit committee chairman for RSP. Mr. Armes has a B.B.A. and M.B.A. from Baylor

University, and a J.D. from Southern Methodist University’s Dedman School of Law.

believe that Mr. Armes’s broad executive and board leadership experience, compliance and governance expertise, and extensive

corporate development experience, bring important and valuable skills to our board of directors.

ZaneArrott has been a member of our board of directors since July 2019. Mr. Arrott served as Chief Operating Officer of RSP

from its formation in 2013 until the completion of the acquisition of RSP by Concho in July 2018. Since 1995, Mr. Arrott has served

as the Chief Operating Officer for Rising Star Energy Development Company, L.L.C. and continues to serve on the boards of Rising

Star Energy Development Company, L.L.C. and Rising Star Petroleum, L.L.C. From 1982 to 1995, Mr. Arrott held several positions

with Placid Oil Company and was elevated to General Manager of its Canadian Division in 1988. He has a B.S. in Petroleum Engineering

from Texas Tech University.

believe that Mr. Arrott’s extensive experience with reservoir engineering, production engineering, project economic forecasting

and reserve acquisitions brings important and valuable skills to our board of directors.

Ray Kubis has been a member of our board of directors since July 2020. Mr. Kubis has been a member of the board of directors of Switchback II Corporation since January 2021. Mr. Kubis has served as a director of Gridtential, Energy Inc., an inventor and developer of battery technology (“Gridtential”), since October 2015 and as the Chairman of Gridtential since November 2016. From June 2013 to October 2015, Mr. Kubis served as President of ECO-BAT Technologies Limited, which collects, recycles and produces products to the battery, mining and other industries, and from June 2013 to January 2020, as a member of the board of directors. From March 2002 to January 2013, Mr. Kubis served as President—Europe, Middle East and Africa of EnerSys, a manufacturer, marketer and distributor of industrial batteries. From October 1998 to March 2002, Mr. Kubis served as Vice President, General Manager, for the Energy Storage Group of Invensys plc. He has also worked in senior leadership positions with Johnson Controls and Exide in the automotive battery industry. Mr. Kubis received his M.B.A. from The Wharton School of the University of Pennsylvania and his B.S. in Accounting from the University of Illinois.

believe that Mr. Kubis’ extensive experience in various leadership roles throughout the transportation and industrial battery

industries brings important and valuable skills to our board of directors.

Numberand Terms of Office of Officers and Directors

have eight directors. Our board of directors is divided into three classes, with only one class of directors being elected in

each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year

term. The term of office of the first class of directors, consisting of Scott McNeill, Scott Gieselman and Joseph Armes, will

expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Sam Stoutner

and Zane Arrott, will expire at the second annual meeting of stockholders. The term of office of the third class of directors,

consisting of Jim Mutrie, Chris Carter and Ray Kubis, will expire at the third annual meeting of stockholders. We may not hold

an annual meeting of stockholders until after we consummate our initial business combination.

Holders

of our Founder Shares will have the right to elect all of our directors prior to consummation of our initial business combination

and holders of our public shares will not have the right to vote on the election of directors during such time. These provisions

of our amended and restated certificate of incorporation may only be amended if approved by a majority of at least 90% of our

common stock voting at a stockholder meeting.

Approval

of our initial business combination will require the affirmative vote of a majority of our board of directors, which must include

a majority of our independent directors and each of the non-independent directors nominated by our Sponsor.

Our

officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific

terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, President, Chief Financial

Officer, Vice Presidents, Secretary and such other offices as may be determined by the board of directors.

Committeesof the Board of Directors

Our

board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate

governance committee. Subject to phase-in rules and a limited exception, the rules of the NYSE and Rule 10A of the Exchange Act

require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and

a limited exception, the rules of the NYSE require that the compensation and nominating and corporate governance committees of

a listed company be comprised solely of independent directors. The charter of each committee is available on our website.

AuditCommittee

Our

board of directors has established an audit committee of the board of directors. Joseph Armes, Zane Arrott and Ray Kubis serve

as members of our audit committee. Under the NYSE listing standards and applicable SEC rules, we are required to have at least

three members of the audit committee, all of whom must be independent. Joseph Armes, Zane Arrott and Ray Kubis are independent.

Joseph

Armes serves as chair of the audit committee. Each member of the audit committee is financially literate and our board of directors

has determined that Joseph Armes qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

have adopted an audit committee charter, which details the principal functions of the audit committee, including:

●	the appointment, compensation, retention, replacement,<br><br> and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged<br><br> by us;
●	pre-approving all audit and permitted non-audit<br><br> services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing<br><br> pre-approval policies and procedures;
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●	reviewing and discussing with the independent<br><br> auditors all relationships the auditors have with us in order to evaluate their continued independence;
---	---
●	setting clear hiring policies for employees<br><br> or former employees of the independent auditors;
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●	setting clear policies for audit partner rotation<br><br> in compliance with applicable laws and regulations;
---	---
●	obtaining and reviewing a report, at least annually,<br><br> from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii)<br><br> any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any<br><br> inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more<br><br> independent audits carried out by the firm and any steps taken to deal with such issues;
---	---
●	reviewing and approving any related party transaction<br><br> required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;<br><br> and
---	---
●	reviewing with management, the independent auditors,<br><br> and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators<br><br> or government agencies and any employee complaints or published reports that raise material issues regarding our financial<br><br> statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial<br><br> Accounting Standards Board, the SEC or other regulatory authorities.
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CompensationCommittee

Our

board of directors has established a compensation committee of the board of directors. Joseph Armes and Zane Arrott serve as members

of our compensation committee. Under the NYSE listing standards and applicable SEC rules, we are required to have at least two

members of the compensation committee, all of whom must be independent. Joseph Armes and Zane Arrott are independent. Zane Arrott

serves as chair of the compensation committee.

have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

●	reviewing and approving on an annual basis the<br><br> corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive<br><br> officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any)<br><br> of our chief executive officer based on such evaluation;
●	reviewing and approving on an annual basis the<br><br> compensation of all of our other officers;
---	---
●	reviewing on an annual basis our executive compensation<br><br> policies and plans;
---	---
●	implementing and administering our incentive<br><br> compensation equity-based remuneration plans;
---	---
●	assisting management in complying with our proxy<br><br> statement and annual report disclosure requirements;
---	---
●	approving all special perquisites, special cash<br><br> payments and other special compensation and benefit arrangements for our officers and employees;
---	---
●	if required, producing a report on executive<br><br> compensation to be included in our annual proxy statement; and
---	---
●	reviewing, evaluating and recommending changes,<br><br> if appropriate, to the remuneration for directors.
---	---

The

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation

consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of

the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel

or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required

by the NYSE and the SEC.

Nominatingand Corporate Governance Committee

Our

board of directors has established a nominating and corporate governance committee of the board of directors. The members of our

nominating and corporate governance committee are Joseph Armes and Zane Arrott. Joseph Armes serves as chair of the nominating

and corporate governance committee.

The

primary purposes of our nominating and corporate governance committee are to assist the board in:

●	identifying, screening and reviewing individuals<br><br> qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual<br><br> meeting of stockholders or to fill vacancies on the board of directors;
●	developing, recommending to the board of directors<br><br> and overseeing implementation of our corporate governance guidelines;
---	---
●	coordinating and overseeing the annual self-evaluation<br><br> of the board of directors, its committees, individual directors and management in the governance of the company; and
---	---
●	reviewing on a regular basis our overall corporate<br><br> governance and recommending improvements as and when necessary.
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The

nominating and corporate governance committee is governed by a charter that complies with the rules of the NYSE.

DirectorNominations

Our

nominating and corporate governance committee will recommend to the board of directors candidates for nomination for election

at the annual meeting of the stockholders. The board of directors will also consider director candidates recommended for nomination

by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of

stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election

to our board of directors should follow the procedures set forth in our bylaws.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors

to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background,

diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and

the ability to represent the best interests of our stockholders. Prior to our initial business combination, holders of our public

shares will not have the right to recommend director candidates for nomination to our board of directors.

Codeof Ethics and Committee Charters

have adopted a Code of Ethics applicable to our directors, officers and employees. Our Code of Ethics, compensation, nominating

and corporate governance and audit committee charters are available on our website, www.switchback-energy.com. In addition, a

copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers

of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Conflictsof Interest

NGP

manages several investment vehicles. NGP Funds and other NGP affiliates and portfolio companies may compete with us for acquisition

opportunities. If these entities or companies decide to pursue any such opportunity, we may be precluded from procuring such opportunities.

In addition, investment ideas generated within NGP may be suitable for both us and for a current or future NGP Fund or other portfolio

company and may be directed to such investment vehicle rather than to us. Neither NGP nor members of our board of directors who

are also employed by NGP have any obligation to present us with any opportunity for a potential business combination of which

they become aware. NGP and/or our management, in their capacities as partners, officers or managing directors of NGP or in their

other endeavors, may be required to present potential business combinations to the related entities described above, current or

future NGP Funds or portfolio companies, or third parties, before they present such opportunities to us.

Notwithstanding

the foregoing, we may pursue an acquisition opportunity jointly with our Sponsor, or one or more other entities affiliated with

NGP, including other NGP Funds, other NGP Fund portfolio companies, and/or one or more investors in the NGP Funds, which we refer

to as an “Affiliated Joint Acquisition.” Such entity may co-invest with us in the target business at the time of our

initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such entity a class

of equity or equity-linked securities. Certain of our directors presently have, and any of our officers and directors in the future

may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will

be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes

aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual

obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such other entity.

We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially

affect our ability to complete our business combination. In addition, we may pursue an Affiliated Joint Acquisition opportunity

with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us

in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the

acquisition by issuing to such entity a class of equity or equity-linked securities. Our amended and restated certificate of incorporation

provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity

is expressly offered to such person solely in his or her capacity as a director or officer of the Company and such opportunity

is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

Investors

and potential investors should also be aware of the following other potential conflicts of interest:

●	None of our officers or directors is required<br><br> to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time<br><br> among various business activities.
●	In the course of their other business activities,<br><br> our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation<br><br> to us as well as the other entities with which they are then affiliated. Our management may have conflicts of interest in<br><br> determining to which entity a particular business opportunity should be presented.
---	---
●	Our initial stockholders have agreed to waive<br><br> their redemption rights with respect to any Founder Shares and any public shares held by them in connection with the consummation<br><br> of our initial business combination. Additionally, our initial stockholders have agreed to waive their redemption rights with<br><br> respect to any Founder Shares held by them if we fail to consummate our initial business combination within 24 months after<br><br> the closing of our Public Offering. If we do not complete our initial business combination within such applicable time period,<br><br> the proceeds of the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of<br><br> our public shares, and the Private Placement Warrants will expire worthless. Furthermore, our initial stockholders have agreed<br><br> not to transfer, assign or sell any Founder Shares held by them until one year after the date of the consummation of our initial<br><br> business combination or earlier if, subsequent to our initial business combination, (i) the last sale price of our Class A<br><br> common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations<br><br> and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business<br><br> combination or (ii) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results<br><br> in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.<br><br> With certain limited exceptions, the Private Placement Warrants and the Class A common stock underlying such warrants will<br><br> not be transferable, assignable or saleable until 30 days after the completion of our initial business combination. Since<br><br> our Sponsor and officers and directors directly or indirectly own common stock and warrants, our officers and directors may<br><br> have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate<br><br> our initial business combination.
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●	Our officers and directors may have a conflict<br><br> of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers<br><br> and directors was included by a target business as a condition to any agreement with respect to our initial business combination.
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●	Our Sponsor, officers or directors may have<br><br> a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans<br><br> from our Sponsor or an affiliate of our Sponsor or any of our officers or directors to finance transaction costs in connection<br><br> with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants at a price<br><br> of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including<br><br> as to exercise price, exercisability and exercise period.
---	---

The

conflicts described above may not be resolved in our favor.

general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present

business opportunities to a corporation if:

●	the corporation could financially undertake<br><br> the opportunity;
●	the opportunity is within the corporation’s<br><br> line of business; and
---	---
●	it would not be<br> fair to the Company and its stockholders for the opportunity not to be brought to the attention of the corporation.
---	---

Accordingly,

as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting

business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our amended and restated certificate

of incorporation provides that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors

in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they

may have.

are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers

or directors or making the acquisition through a joint venture or other form of shared ownership with our Sponsor, officers or

directors. In the event we seek to complete our initial business combination with a business combination target that is affiliated

with our Sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent

investment banking firm which is a member of the Financial Industry Regulatory Authority (“FINRA”) or from an independent

accounting firm that such initial business combination is fair to the Company from a financial point of view. We are not required

to obtain such an opinion in any other context. Furthermore, in no event will our Sponsor or any of our existing officers or directors,

or any of their respective affiliates, be paid by the Company any finder’s fee, consulting fee or other compensation prior

to, or for any services they render in order to effectuate, the completion of our initial business combination. Further, we pay

an amount equal to $10,000 per month to our Sponsor for office space, utilities, secretarial support and administrative services

provided to us.

cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

the event that we submit our initial business combination to our public stockholders for a vote, we will complete our initial

business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business

combination. Our initial stockholders have agreed to vote any Founder Shares and public shares held by them in favor of our initial

business combination, and our officers and directors have also agreed to vote any public shares held by them in favor of our initial

business combination.

Limitationon Liability and Indemnification of Officers and Directors

Our

amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest

extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, our amended and restated certificate

of incorporation provides that our directors will not be personally liable for monetary damages to us or our stockholders for

breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in

bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or

unlawful redemptions, or derived an improper personal benefit from their actions as directors.

have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification

provided for in our amended and restated certificate of incorporation. Our bylaws also permit us to secure insurance on behalf

of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would

permit such indemnification.

Our

officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account.

Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the

Trust Account or (ii) we consummate an initial business combination.

Our

indemnification obligations may discourage stockholders from bringing a lawsuit against our officers or directors for breach of

their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our

officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore,

a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against

our officers and directors pursuant to these indemnification provisions.

believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced

officers and directors.

Item 11.Executive Compensation.

None

of our officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our

securities were first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation,

we have agreed to pay our Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative

services. In addition, our Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed

for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses

and performing due diligence on suitable business combinations. Other than these payments and reimbursements, no compensation

of any kind, including finder’s and consulting fees, will be paid by the Company to our Sponsor, officers and directors,

or any of their respective affiliates, prior to completion of our initial business combination.

After

the completion of our initial business combination, directors or members of our management team who remain with us may be paid

consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent

then known, in the proxy solicitation or tender offer materials (as applicable) furnished to our stockholders in connection with

a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined

company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of

the proposed business combination, because the directors of the post-combination business will be responsible for determining

officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board

of directors for determination, either by a compensation committee constituted solely of independent directors or by a majority

of the independent directors on our board of directors.

do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation

of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment

or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment

or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or

selecting a target business, but we do not believe that the ability of our management to remain with us after the consummation

of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The

following table sets forth information regarding the beneficial ownership of our common stock as of February 1, 2021 by:

●	each person known by us to be the beneficial<br><br> owner of more than 5% of our outstanding shares of common stock;
●	each of our named executive officers and directors<br><br> that beneficially owns shares of our common stock; and
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●	all our executive officers and directors as<br><br> a group.
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Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the Warrants or the Private Placement Warrants.

Name and Address of Beneficial Owner^(1)^	Number of Shares Beneficially Owned
NGP Switchback, LLC (our Sponsor)^(2)(3)^		7,732,941	19.7	%
Scott McNeill^(3)^		7,835,941	20.0	%
Jim Mutrie^(3)^		7,775,941	19.8	%
Josh Rosinski		5,000	*
Chris Carter^(4)^		7,732,941	19.7	%
Scott Gieselman^(4)^		7,732,941	19.7	%
Sam Stoutner^(4)^		7,732,941	19.7	%
Joseph Armes		65,000	*
Zane Arrott		64,000	*
Ray Kubis		40,000	*	%
All directors and executive officers as a group (9 individuals)		7,972,941	20.3	%
Glazer Capital, LLC^(5)^		3,060,483	7.8	%
Hayman Capital Management, L.P. ^(6)^		2,853,225	7.3	%
Adage Capital Partners, L.P.^(7)^		2,400,000	6.1	%
Davidson Kempner Partners^(8)^		2,000,000	5.1	%
HITE Hedge Asset Management LLC^(9)^		2,000,000	5.1	%
*	Less than one percent.
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(1)	This table is based on 39,264,704 shares of<br><br> common stock outstanding at February 1, 2021, of which 31,411,763 were shares of Class A common stock and 7,852,941 were shares<br><br> of Class B common stock. Unless otherwise noted, the business address of each of the entities, directors and executive officers<br><br> in this table is 5949 Sherry Lane, Suite 1010, Dallas, TX 75225.
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(2)	Interests shown consist solely of Founder Shares,<br><br> classified as shares of Class B common stock. Such shares will automatically convert into shares of Class A common stock at<br><br> the time of our initial business combination on a one-for-one basis, subject to adjustment.
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(3)	NGP Switchback, LLC is the record holder of<br><br> the shares reported herein. Mr. McNeill is a manager and the Chief Executive Officer and Chief Financial Officer of NGP Switchback,<br><br> LLC. Mr. Mutrie is a manager and the Chief Commercial Officer, General Counsel and Secretary of NGP Switchback, LLC. As such,<br><br> Messrs. McNeill and Mutrie may be deemed to have or share beneficial ownership of the common stock held directly by NGP Switchback,<br><br> LLC. Messrs. McNeill and Mutrie disclaim any such beneficial ownership of such securities. On July 30, 2019, Messrs McNeill<br><br> and Mutrie purchased, for $10.00 per Unit, 103,000 Units and 43,000 Units, respectively, directly from the underwriters in<br><br> connection with our Public Offering. Each Unit consists of one share of our Class A common stock and one-third of one Warrant.<br><br> In addition, NGP XII US Holdings, L.P. directly owns a majority of the limited liability company interests of NGP Switchback,<br><br> LLC. NGP XII Holdings GP, L.L.C. is the sole general partner of NGP XII US Holdings, L.P., and NGP Natural Resources XII,<br><br> L.P. is the sole member of NGP XII Holdings GP, L.L.C. G.F.W. Energy XII, L.P. is the sole general partner of NGP Natural<br><br> Resources XII, L.P., and GFW XII, L.L.C. is the sole general partner of G.F.W. Energy XII, L.P. GFW XII, L.L.C. has delegated<br><br> full power and authority to manage NGP XII US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Tony R.<br><br> Weber, Craig Glick and Jill Lampert serve on the Executive Committee of NGP Energy Capital Management, L.L.C. Accordingly,<br><br> each of NGP XII US Holdings, L.P., NGP XII Holdings GP, L.L.C., NGP Natural Resources XII, L.P., G.F.W. Energy XII, L.P.,<br><br> GFW XII, L.L.C., NGP Energy Capital Management, L.L.C., Tony R. Weber, Chris Carter, Craig Glick and Jill Lampert may be deemed<br><br> to have or share beneficial ownership of the common stock held directly by NGP Switchback, LLC.
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(4)	NGP Switchback, LLC is the record holder of<br><br> the shares reported herein. Messrs. Carter, Gieselman and Stoutner are managers of NGP Switchback, LLC. As such, Messrs. Carter,<br><br> Gieselman and Stoutner may be deemed to have or share beneficial ownership of the common stock held directly by NGP Switchback,<br><br> LLC. Messrs. Carter, Gieselman and Stoutner disclaim any such beneficial ownership of such securities.
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(5)	According to a Schedule 13G jointly filed with<br><br> the SEC on October 7, 2020 by Hayman Capital Management, L.P. (“Hayman”), Hayman Capital Master Fund, L.P. (the<br><br> “Master Fund”) and J. Kyle Bass, The Master Fund is the record and direct beneficial owner of the shares reported<br><br> herein. Hayman serves as the investment adviser to and general partner of, an may be deemed to beneficially own securities<br><br> owned by, the Master Fund. J, Kyle Bass is the Managing Partner of, and may be deemed to beneficially own securities owned<br><br> by, Hayman. The business address of this stockholder is 2305 Cedar Springs Road, Suite 400, Dallas, Texas, 75201.
(6)	According to a Schedule 13G filed with the SEC<br><br> on February 14, 2020 by Glazer Capital, LLC, Glazer Capital, LLC serves as investment manager for certain funds and managed<br><br> accounts that hold the shares reported herein. Paul J. Glazer serves as the managing member of Glazer Capital, LLC. The business<br><br> address of this stockholder is 250 West 55th Street, Suite 30A, New York, NY 10019.
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(7)	According to a Schedule 13G filed with the SEC<br><br> on August 5, 2019 on behalf of Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”), Adage Capital<br><br> Partners GP, L.L.C., a Delaware limited liability company (“ACPGP”), Adage Capital Advisors, L.L.C., a Delaware<br><br> limited liability company (“ACA”), Robert Atchinson and Phillip Gross, the shares reported herein are directly<br><br> owned by ACP. ACPGP is the general partner of ACP, ACA is the managing member of ACPGP, and Messrs. Atchinson and Gross are<br><br> managing members of ACA. ACP has the power to dispose of and the power to vote the shares of Class A common stock beneficially<br><br> owned by it, which power may be exercised by its general partner, ACPGP. ACA, as managing member of ACPGP, directs ACPGP’s<br><br> operations. Messrs. Atchinson and Gross, as managing members of ACA, have shared power to vote the shares of Class A common<br><br> stock beneficially owned by ACP. The business address of this stockholder is 200 Clarendon Street, 52nd Floor, Boston, MA<br><br> 02116.
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(8)	According to a Schedule 13G filed with the SEC<br><br> on August 5, 2019 on behalf of Davidson Kempner Partners (“DKP”), Davidson Kempner Institutional Partners, L.P.<br><br> (“DKIP”), Davidson Kempner International, Ltd. (“DKIL”), Davidson Kempner Capital Management LP (“DKCM”),<br><br> Thomas L. Kempner, Jr. and Anthony A. Yoseloff, DKCM acts as investment manager to each of DKP, DKIP and DKIL. Messrs. Kempner<br><br> and Yoseloff, through DKCM, are responsible for the voting and investment decisions relating to the securities held by DKP,<br><br> DKIP and DKIL reported herein. The business address of this stockholder is 520 Madison Avenue, 30th Floor, New York, NY 10022.
---	---
(9)	According to a Schedule 13G filed with the SEC<br><br> on February 13, 2020 by HITE Hedge Asset Management LLC, a Delaware limited liability company, the shares reported herein<br><br> are included in units held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP LP, HITE MLP Advantage LP, HITE Energy LP, and HITE<br><br> Hedge Offshore Ltd., for all of which HITE Hedge Asset Management LLC is the investment adviser. The business address of this<br><br> stockholder is 300 Crown Colony Drive, Suite 108, Quincy, MA 02169.
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Item 13.Certain Relationships and Related Transactions, and Director Independence.

FounderShares

May 16, 2019, we issued an aggregate of 8,625,000 Founder Shares to our Sponsor for an aggregate purchase price of $25,000 in

cash, or approximately $0.003 per share. In July 2019, our Sponsor transferred 40,000 Founder Shares to each of our independent

director nominees at their original purchase price. In September 2019, our Sponsor forfeited an aggregate of 772,059 Founder Shares.

connection with the execution of the Business Combination Agreement, the initial stockholders entered into the Founders Stock

Letter with Switchback pursuant to which, among other things, the initial stockholders will, (a) subject to the satisfaction of

the conditions to Closing set forth in the Business Combination Agreement, immediately prior to the Closing, surrender to Switchback,

for no consideration and as a capital contribution to Switchback, 984,706 Founder Shares held by them (on a pro rata basis), whereupon

such Founder Shares will be immediately cancelled and (b) upon and subject to the Closing, subject to the 900,000 Founder Earn

Back Shares (including any Class A common stock issued in exchange therefor in the Merger) held by them on (on a pro rata basis)

to potential forfeiture if the Closing VWAP of one share of Class A common stock quoted on the NYSE does not satisfy the price

target set forth in the Founders Stock Letter for any ten trading days within any 20 consecutive trading day period within the

Earnout Period. The Founders Stock Letter also provides that our Sponsor will bear any Switchback Transaction Costs in excess

of the Switchback Transaction Costs Cap, excluding any PIPE Financing Transaction Costs.

PrivatePlacement Warrants

Our

Sponsor purchased an aggregate of 5,521,568 Private Placement Warrants for a purchase price of $1.50 per warrant in private placements

that occurred simultaneously with the closing of our Public Offering and the sale of the Over-allotment Units. As such, our Sponsor’s

interest in this transaction is valued at approximately $8.3 million. Each Private Placement Warrant entitles the holder to purchase

one share of our Class A common stock at $11.50 per share. The Private Placement Warrants (including the Class A common stock

issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder

until 30 days after the completion of our initial business combination.

Conflictsof Interest

more fully discussed in “Part III, Item 10. Directors, Executive Officers and Corporate Governance —,” if any

of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any

entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or

contractual obligations to present such business combination opportunity to such entity. Our officers and directors currently

have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. We may pursue

an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation.

Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise

additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked securities.

AdministrativeServices Agreement

July 25, 2019, we entered into an administrative services agreement pursuant to which have agreed to pay our Sponsor a total of

$10,000 per month for office space, utilities, secretarial support and administrative services. Upon completion of our initial

business combination or our liquidation, we will cease paying these monthly fees.

Other

than these monthly fees, no compensation of any kind, including finder’s and consulting fees, will be paid by the Company

to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection

with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf. There is no cap or ceiling on the reimbursement of out-of-pocket expenses

incurred by such persons in connection with activities on our behalf.

RelatedParty Loans and Advances

Until

the consummation of our Public Offering, our only source of liquidity was an initial sale of Founder Shares to our Sponsor, and

the proceeds of loans and advances from our Sponsor in the amount of $251,000. In August 2019, the Company repaid the Sponsor

$251,000 in settlement of the outstanding loan and advances.

addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an

affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete an initial business combination, we would repay such loaned amounts. In the event that our initial business combination

does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no

proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants

at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants,

including as to exercise price, exercisability and exercise period. Except as set forth above, the terms of such loans by our

officers and directors, if any, have not been determined, and no written agreements exist with respect to such loans. Prior to

the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate

of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all

rights to seek access to funds in our Trust Account.

RegistrationRights

The

holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans

(and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be

issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights

pursuant to a registration rights agreement, dated July 25, 2019, requiring us to register such securities for resale (in the

case of the Founder Shares, only after conversion to our Class A common stock). The holders of at least $25 million in value of

these securities are entitled to demand that we file a registration statement covering such securities and to require us to effect

up to an aggregate of three underwritten offerings of such securities. In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to our completion of our initial business combination.

However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities

Act to become effective until termination of the applicable lock-up period, which occurs (a) in the case of the Founder Shares,

on the earlier of (A) one year after the completion of our initial business combination or (B) subsequent to our business combination,

(i) if the last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock

dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing

at least 150 days after our initial business combination or (ii) the date on which we complete a liquidation, merger, capital

stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange

their shares of common stock for cash, securities or other property and (b) in the case of the Private Placement Warrants and

the respective Class A common stock underlying such warrants, 30 days after the completion of our initial business combination.

We will bear the expenses incurred in connection with the filing of any such registration statements.

connection with the Closing, the IPO Registration Rights Agreement will be amended and restated and Switchback and the Registration

Rights Holders will enter into that amended and restated IPO Registration Rights Agreement attached as an exhibit to the Business

Combination Agreement. Pursuant to the A&R Registration Rights Agreement, New ChargePoint will agree that, within 15 business

days after the Closing, New ChargePoint will file with the SEC (at New ChargePoint’s sole cost and expense) the Resale Registration

Statement, and New ChargePoint will use its commercially reasonable efforts to have the Resale Registration Statement become effective

as soon as reasonably practicable after the filing thereof. In certain circumstances, the Registration Rights Holders can demand

up to four underwritten offerings and will be entitled to customary piggyback registration rights. The A&R Registration Rights

Agreement does not provide for the payment of any cash penalties by Switchback if it fails to satisfy any of its obligations under

the A&R Registration Rights Agreement.

DirectorIndependence

“independent director” is defined generally as a person who has no material relationship with the listed company (either

directly or as a partner, stockholder or officer of an organization that has a relationship with the company). Our board of directors

has determined that Joseph Armes, Zane Arrott and Ray Kubis are “independent directors” as defined in the NYSE listing

standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent

directors are present.

Item 14.Principal Accountant Fees and Services.

Fees

for professional services provided by our independent registered public accounting firm since inception include:

	For the period from<br> May 10,<br> 2019 (inception) through December 31,<br> 2019
Audit Fees^(1)^	$	74,675	89,610
Audit-Related Fees^(2)^		--
Tax Fees^(3)^		--
All Other Fees^(4)^		--
Total	$	74,675	89,610
(1)	Audit Fees. Audit fees consist of fees<br><br> billed for professional services rendered by our independent registered public accounting firm for the audit of our annual<br><br> financial statements and review of financial statements included in our Quarterly Reports on Form 10-Q or services that are<br><br> normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings<br><br> or engagements.
---	---
(2)	Audit-Related Fees. Audit-related fees<br><br> consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review<br><br> of our financial statements and are not reported under “Audit Fees.” These services include attest services that<br><br> are not required by statute or regulation and consultation concerning financial accounting and reporting standards.
---	---
(3)	Tax Fees. Tax fees consist of fees billed<br><br> for professional services rendered by our independent registered public accounting firm for tax compliance, tax advice, and<br><br> tax planning.
---	---
(4)	All Other Fees. All other fees consist<br><br> of fees billed for all other services.
---	---

Policyon Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors

The

audit committee is responsible for appointing, setting compensation and overseeing the work of our independent registered public

accounting firm. In recognition of this responsibility, the audit committee shall review and, in its sole discretion, pre-approve

all audit and permitted non-audit services to be provided by our independent registered public accounting firm as provided under

the audit committee charter.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)	The following documents are filed as part of this Annual<br>Report on Form 10-K:

Financial Statements: See “Index to Financial Statements” at “Item 8. Financial Statements and Supplementary Data” herein.

(b)	Exhibits: The exhibits listed in the accompanying index<br>to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.
Exhibit No.	Description
---	---
2.1	Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020, by and among Switchback Energy Acquisition Corporation, Lightning Merger Sub Inc. and ChargePoint, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-39004) filed with the SEC on September 24, 2020)
3.1	Amended and Restated Certificate of Incorporation of Switchback Energy Acquisition Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39004) filed with the SEC on July 30, 2019)
3.2	Bylaws of Switchback Energy Acquisition Corporation (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No. 333-232501) filed with the SEC on July 1, 2019)
4.1	Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-232501) filed with the SEC on July 1, 2019)
4.2	Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-232501) filed with the SEC on July 1, 2019)
4.3	Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-232501) filed with the SEC on July 1, 2019)
4.4	Warrant Agreement, dated July 25, 2019, between Switchback Energy Acquisition Corporation and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K (File No. 001-39004) filed with the SEC on July 30, 2019)
4.5	Description of Securities of Switchback Energy Acquisition Corporation (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K (File No. 001-39004) filed with the SEC on March 30, 2020)
10.1	Letter Agreement, dated July 25, 2019, among Switchback Energy Acquisition Corporation, its officers and directors and NGP Switchback, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-39004) filed with the SEC on July 30, 2019)
10.2	Investment Management Trust Agreement, dated July 25, 2019, between Switchback Energy Acquisition Corporation and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-39004) filed with the SEC on July 30, 2019)

10.3	Registration Rights Agreement, dated July 25, 2019, among Switchback Energy Acquisition Corporation, NGP Switchback, LLC and certain other security holders named therein (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-39004) filed with the SEC on July 30, 2019)
10.4	Administrative Services Agreement, dated July 25, 2019, between Switchback Energy Acquisition Corporation and NGP Switchback, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-39004) filed with the SEC on July 30, 2019)
10.5	Promissory Note, dated May 16, 2019, issued to NGP Switchback, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-232501) filed with the SEC on July 1, 2019)
10.7	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-232501) filed with the SEC on July 1, 2019)
10.8	Securities Purchase Agreement, dated May 16, 2019, between Switchback Energy Acquisition Corporation and NGP Switchback, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-232501) filed with the SEC on July 1, 2019)
10.9	Private Placement Warrants Purchase Agreement, dated July 25, 2019, between Switchback Energy Acquisition Corporation and NGP Switchback, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-39004) filed with the SEC on July 30, 2019)
10.10	Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-39004) filed with the SEC on September 24, 2020)
10.11	Form of Subscription Agreement (incorporated by reference to Exhibit 10.3 of Switchback’s Current Report on Form 8-K (File No. 001-39004) filed with the SEC on September 24, 2020
10.12	Founders Stock Letter, dated September 23, 2020 by and between Switchback Energy Acquisition Corporation and the initial stockholders (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-39004) filed with the SEC on September 24, 2020)
24	Power of Attorney (included on signature page of this Annual Report on Form 10-K)
31.1	Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
32.1	Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
101.INS	XBRL<br><br> Instance Document
101.SCH	XBRL<br><br> Taxonomy Extension Schema Document
101.CAL	XBRL<br><br> Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL<br><br> Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL<br><br> Taxonomy Extension Label Linkbase Document
101.PRE	XBRL<br><br> Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of Section 13

or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

	SWITCHBACK ENERGY ACQUISITION CORPORATION
Date: February 10, 2021	By:	/s/ Scott McNeill
		Scott McNeill
		Chief Executive Officer, <br><br>Chief Financial<br><br> Officer and Director<br><br><br> <br>(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that

each person whose signature appears below constitutes and appoints Scott McNeill and Jim Mutrie and each or any one of them, his

or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his

or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and

to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and

Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform

each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as

he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,

or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the

registrant in the capacities and on the dates indicated.

Name	Title	Date
/s/ Scott McNeill	Chief Executive Officer, Chief Financial Officer and Director	February 10, 2021
Scott McNeill	(Principal Executive, Financial and Accounting Officer)
/s/ Chris Carter	Director	February 10, 2021
Chris Carter
/s/ Scott Gieselman	Director	February 10, 2021
Scott Gieselman
/s/ Jim Mutrie	Director	February 10, 2021
Jim Mutrie
/s/ Sam Stoutner	Director	February 10, 2021
Sam Stoutner
/s/ Joseph Armes	Director	February 10, 2021
Joseph Armes
/s/ Zane Arrott	Director	February 10, 2021
Zane Arrott
/s/ Ray Kubis	Director	February 10, 2021
Ray Kubis

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACTOF 2002

I, Scott McNeill, certify that:

1.	I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2020 of Switchback Energy Acquisition<br>Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact<br>necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with<br>respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in<br>all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods<br>presented in this report;
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4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls<br>and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined<br>in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our<br>supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known<br>to us by others within those entities, particularly during the period in which this report is being prepared;
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b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed<br>under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of<br>financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions<br>about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on<br>such evaluation; and
---	---
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during<br>the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)<br>that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial<br>reporting; and
---	---
5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control<br>over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors<br>(or persons performing the equivalent functions):
---	---
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting<br>which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial<br>information; and
---	---
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br>internal control over financial reporting.
---	---
Date: February 10, 2021	By:	/s/ Scott McNeill
---	---	---
		Scott McNeill
		Chief Executive Officer and <br><br>Chief Financial Officer
		(Principal Executive Officer and <br><br>Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANTTO

SECTION 906 OF THE SARBANES-OXLEY ACTOF 2002

In connection with the Annual Report of Switchback Energy Acquisition Corporation (the “Company”) on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott McNeill, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 10, 2021

/s/ Scott McNeill
Name:	Scott McNeill
Title:	Chief Executive Officer and <br><br>Chief Financial Officer
	(Principal Executive Officer and <br><br>Principal Financial Officer)