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Item 8. Financial Statements and Supplementary Data

2021-02-10 compared with 2020-03-30 · 658 added, 513 removed, 266 unchanged (81% of the section changed)

1 unchanged sentence

TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Financial Statements:

Balance Sheet as of December 31, 2019

Statement of Operations for the period from May 10, 2019 (inception) through December 31, 2019

of Independent Registered Public Accounting Firm

Consolidated Financial

Balance Sheets as of December 31, 2020 and 2019

Statements of Operations for the year ended December 31, 2020 and for the period from May 10, 2019 (inception) through December

Statement of Changes in Stockholders’

Equity for the period from May 10, 2019 (inception) through December 31, 2019

Statement of Cash Flows for the period from May 10, 2019 (inception) through December 31, 2019

Notes to Financial Statements

Equity for the year ended December 31, 2020 and for the period from May 10, 2019

(inception) through December 31, 2019

Statements of Cash Flows for the year ended December 31, 2020 and for the period from May 10, 2019 (inception) through December

to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

the Stockholders and the Board of Directors of

Energy Acquisition Corporation

on the Financial Statements

have audited the accompanying balance sheet of Switchback Energy Acquisition Corporation (the “Company”) as of

December 31, 2019, and the related statements of operations, changes in stockholders’

equity and cash flows, 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, 2019, and the results of its operations and its cash flows 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.

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 audit.

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

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audit 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 entity's internal control over financial reporting.

we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, 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 audit 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 audit provides a reasonable basis for our opinion.

WithumSmith+Brown, PC

have served as the Company's auditor since 2019.

York, New York

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

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

ENERGY ACQUISITION CORPORATION

BALANCE SHEETS

Current assets:

1 unchanged sentence

Total current assets

Marketable securities held in Trust Account

Investments held in Trust Account

$ 317,341,509

$ 317,171,896

Liabilities and Stockholders’

1 unchanged sentence

Accounts payable

Accrued expenses

Accrued expenses - related party

Due to related party

Franchise tax payable

5 unchanged sentences

Class A common stock, $0.0001 par value;

30,047,981 shares subject to possible redemption at $10.00 per share

29,548,906 and 30,047,981 shares subject to possible redemption at $10.00 per share at December 31, 2020 and 2019, respectively

Stockholders’

Preferred stock, $0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

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;

1,363,782 shares issued and outstanding (excluding 30,047,981 shares subject to possible redemption)

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

Class B common stock, $0.0001 par value;

2 unchanged sentences

Additional paid-in capital

Retained earnings

Retained earnings (Accumulated deficit)

Total stockholders’

1 unchanged sentence

$ 317,341,509

accompanying notes are an integral part of these financial statements.

$ 317,171,896

accompanying notes are an integral part of these consolidated financial statements.

ENERGY ACQUISITION CORPORATION

OF OPERATIONS

For The Period From May 10,

2019 (Inception) Through

STATEMENTS OF OPERATIONS

period from May 10,

(inception) through December 31,

General and administrative expenses

2 unchanged sentences

Gain on marketable securities, dividends and interest held in Trust Account

Income before income

Income (loss) before income tax expense

Income tax expense

Basic and diluted weighted average shares

outstanding, Class A

Net income (loss)

$ (4,990,755 )

Basic and diluted weighted average shares outstanding, Class A

Basic and diluted net income per share, Class A

Basic and diluted weighted average shares

outstanding, Class B

Basic and diluted weighted average shares outstanding, Class B

Basic and diluted net loss per share, Class B

accompanying notes are an integral part of these financial statements.

accompanying notes are an integral part of these consolidated financial statements.

ENERGY ACQUISITION CORPORATION

OF CHANGES IN STOCKHOLDERS’

The Period From May 10, 2019 (Inception) Through December 31, 2019

STATEMENTS OF CHANGES IN STOCKHOLDERS’

the year ended December 31, 2020

Stockholders’

Balance - May 10, 2019 (inception)

- December 31, 2019

in value of Class A common stock subject to possible redemption

- December 31, 2020

$ (4,211,183 )

the year ended December 31, 2019

Stockholders’

- May 10, 2019 (inception)

of Class B common stock to Sponsor (1)

Sale of units in initial public offering, gross

Offering costs

of units in initial public offering, gross

(17,724,739 )

Sale of private placement warrants to Sponsor in private placement

Forfeiture of Class

B common stock (1)

Class A common stock subject to possible redemption

of private placement warrants to Sponsor in private placement

of Class B common stock

A common stock subject to possible redemption

(30,047,981 )

1 unchanged sentence

(300,479,810 )

Balance - December 31, 2019

(1) Includes up to 1,125,000 shares of Class B common stock

subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

On September 6, 2019,

the underwriters partially purchased the over-allotment units, and the remaining over-allotment option subsequently expired.

a result, an aggregate of 772,059 Founder Shares were forfeited accordingly.

accompanying notes are an integral part of these financial statements.

- December 31, 2019

accompanying notes are an integral part of these consolidated financial statements.

ENERGY ACQUISITION CORPORATION

OF CASH FLOWS

For The Period From May 10,

STATEMENTS OF CASH FLOWS

year ended December 31,

period from May 10,

2019 (inception) through December 31,

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

General and administrative expenses paid by related parties

Gain on marketable securities, dividends and interest held in Trust Account

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable

Franchise tax payable

Income tax payable

Net cash used in operating activities

Cash Flows from Investing Activities

Cash deposited in Trust Account

Flows from Operating Activities:

$ (4,990,755 )

Net cash used in investing activities

Adjustments to reconcile

net income (loss) to net cash used in operating activities:

and administrative expenses paid by related parties

on marketable securities, dividends and interest held in Trust Account

Changes in operating

assets and liabilities:

expenses - related party

cash used in operating activities

Flows from Investing Activities

Cash deposited in Trust

(314,117,630 )

Cash Flows from Financing Activities:

Proceeds from issuance of Class B common stock to Sponsor

Repayment of loans from related party

Proceeds received from initial public offering, gross

Proceeds received from private placement

Income released from

Trust Account to pay taxes

cash provided by (used in) investing activities

(314,117,630 )

Flows from Financing Activities:

Proceeds from issuance

of Class B common stock to Sponsor

Repayment of loans

from related party

Proceeds received from

related party

Proceeds received from

initial public offering, gross

Proceeds received from

private placement

Offering costs paid

Net cash provided by financing activities

Net change in cash

Cash - beginning of the period

Cash - end of the period

Supplemental disclosure of noncash activities:

Offering costs included in accounts payable

Offering costs paid by related party under note payable from related party

Deferred underwriting commissions

Forfeiture of Class B common stock

Class A common stock subject to possible redemption

cash provided by financing activities

change in cash

Cash - beginning of

Cash - end of the

disclosure of noncash activities:

paid for income taxes

costs included in accounts payable

costs paid by related party under note payable from related party

underwriting commissions

of Class B common stock

in value of Class A common stock subject to possible redemption

$ (4,990,750 )

accompanying notes are an integral part of these financial statements.

SWITCHBACK ENERGY

ACQUISITION CORPORATION

NOTES TO FINANCIAL

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

$ 300,479,810

accompanying notes are an integral part of these consolidated financial statements.

ENERGY ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Description of Organization, Business Operations and Basis of Presentation

Energy Acquisition Corporation (the “Company”) was incorporated in Delaware on May 10, 2019.

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All activity for the period from May 10, 2019 (inception)

through December 31, 2019 relates to the Company’s formation and the initial public offering (the “Initial Public

Offering”), and, since the closing of the Initial Public Offering, the search for a prospective initial Business Combination.

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.

Company’s sponsor is NGP Switchback, LLC, a Delaware limited liability company (the “Sponsor”).

The registration

statement for the Initial Public Offering was declared effective on July 25, 2019.

On July 30, 2019, the Company consummated the

Initial Public Offering of 30,000,000 units (the “Units”

and, with respect to the 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 Initial 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.

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).

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 Initial 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).

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

Simultaneously with the closing of the sale of the Over-allotment Units, the Sponsor purchased an additional 188,235

1 unchanged sentence

Approximately

$314.1 million ($10.00 per Unit) of the net proceeds of the Initial 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

$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.

7 unchanged sentences

the Trust Account as described below.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial 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 initial Business Combination.

However, the Company will only complete a 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.

SWITCHBACK ENERGY

ACQUISITION CORPORATION

NOTES TO FINANCIAL

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

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.

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 (as defined below) 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 Initial 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

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 Initial 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.

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

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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 Initial 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

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’

3 unchanged sentences

Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

SWITCHBACK ENERGY

ACQUISITION CORPORATION

NOTES TO FINANCIAL

Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to

20 unchanged sentences

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 Initial Public Offering against

certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

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.

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”).

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

of Presentation

accompanying financial statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in

the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

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

Growth Company

19 unchanged sentences

of the potential differences in accounting standards used.

SWITCHBACK ENERGY

ACQUISITION CORPORATION

NOTES TO FINANCIAL

Business 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.

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

(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

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

to customary piggyback registration rights.

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).

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.

Concern Consideration

December 31, 2019, 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), and the net proceeds from the consummation of the Private Placement not

held in the Trust Account.

of December 31, 2019, the Company had approximately $399,000 in its operating bank account, approximately $2.3 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 working capital of approximately $5,000 (including

approximately $567,000 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, 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”).

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.

connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s

Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability

to Continue as a Going Concern,”

the Company may not have sufficient liquidity to meet its future obligation.

Management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working

capital needs of the Company until Business Combination or for a minimum of one year from the date of issuance of these

financial statements.

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,”

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.

Summary of Significant Accounting Policies

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.

Concentration

1 unchanged sentence

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.

At December 31, 2019, the Company has

not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such accounts.

Securities Held in Trust Account

Company’s portfolio of marketable securities is comprised solely 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, classified as trading securities.

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 (net), dividends and interest, held

in Trust Account in the accompanying statement of operations.

The estimated fair values of marketable securities held in Trust

Account are determined using available market information.

preparation of these 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 confirming events.

results could differ from these estimates.

SWITCHBACK ENERGY

ACQUISITION CORPORATION

NOTES TO FINANCIAL

Value Measurements

value is defined as the price that would be received for sale of an asset or paid for 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).

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.

of Consolidation

consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub, at December

All significant inter-company transactions and balances have been eliminated in consolidation.

Held in the Trust Account

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.

Value of Financial Instruments

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:

1, defined as observable inputs such as quoted prices for identical instruments in active

2, defined as inputs other than quoted prices in active markets that are either directly

or indirectly observable such as quoted prices for similar instruments in active markets

or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore

requiring an entity to develop its own assumptions, such as valuations derived from valuation

techniques in which one or more significant inputs or significant value drivers are unobservable.

Level 1, defined

as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined

as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices

for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined

as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers

are unobservable.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

1 unchanged sentence

level input that is significant to the fair value measurement.

of December 31, 2019, the carrying values of cash, prepaid expenses, accounts payable, and tax payable approximate their fair

values due to the short-term nature of the instruments.

The Company’s portfolio of marketable securities held in Trust Account

is comprised of investments in U.S.

Treasury securities with an original maturity of 185 days or less.

The fair value for trading

securities is determined using quoted market prices in active markets.

Costs Associated with the Initial Public Offering

costs consist of legal, accounting, underwriting fees and other costs that were directly related to the Initial Public Offering

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.

fair value for trading securities is determined using quoted market prices in active markets.

Costs Associated with the Public 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 Initial Public Offering in July and September 2019.

A Common Stock Subject to Possible Redemption

A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

Conditionally redeemable Class A common stock (including 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, Class A common stock are classified as stockholders’

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s

equity upon the completion of the Public Offering in July and September 2019.

of Class A Common Stock Subject to Possible Redemption

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

At all other times, shares of the Company’s Class A common stock are classified as stockholders’

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, 2019, 30,047,981 shares of Class

A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’

equity section

of the Company’s balance sheet.

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.

Income (Loss) Per Share of Common Stock

income (loss) per share is computed by dividing net income by the weighted-average number of common stock outstanding during the

The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation

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.

Company’s statement of operations includes 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 Class A common stock

is calculated by dividing 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 Trust for tax obligations of approximately $567,000,

resulted to an aggregate of approximately $1.7 million, by the weighted average number of Class A common stock outstanding for

the period of 31,092,978 shares.

Net loss per share, basic and diluted for Class B common stock is calculated by dividing the

net income of approximately $780,000, less income attributable to Public Shares of approximately $1.7 million, resulted to a net

loss of approximately $935,000, by the weighted average number of Class B common stock outstanding for the period of 7,852,941

SWITCHBACK ENERGY

ACQUISITION CORPORATION

NOTES TO FINANCIAL

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 statements 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.

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.

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.

The Company follows the asset and liability method of accounting for income

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.

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.

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, 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

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.

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.

Accounting Pronouncements

July 2017, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per

Share (Topic 260);

Distinguishing Liabilities from Equity (Topic 480);

Derivatives and Hedging (Topic 815):

(Part I) Accounting

for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable

Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception.

The ASU allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion

feature) is considered indexed to the entity’s own stock.

As a result, financial instruments (or embedded conversion features)

with down round features may no longer be required to be classified as liabilities.

A company will recognize the value of a down

round feature only when it is triggered and the strike price has been adjusted downward.

For equity-classified freestanding financial

instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and

a reduction of income available to common shareholders in computing basic earnings per share.

For convertible instruments with

embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial

conversion discount to be amortized to earnings.

The guidance in ASU 2017-11 is effective for fiscal years beginning after December

15, 2018, and interim periods within those fiscal years.

The Company adopted this guidance at inception.

As a result, the warrants

to be issued in connection with the Initial Public Offering and the sale of the Private Placement Warrants to the Sponsor will

be equity-classified.

December 2019, the FASB issued ASU No.

2019-12, “Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes”

(“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes.

removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent

This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December

15, 2020, with early adoption permitted.

The Company is currently evaluating the impact of this standard on its financial statements

and related disclosures.

does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would

have a material impact on the Company’s financial statements.

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.

Initial Public Offering

July 30, 2019, the Company sold 30,000,000 Units at a price of $10.00 per Unit in the Initial Public Offering.

Each Unit consists

of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”).

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 Initial Public Offering for an aggregate purchase price of $2.0 million.

SWITCHBACK ENERGY

ACQUISITION CORPORATION

NOTES TO FINANCIAL

Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering

to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial 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.

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

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.

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

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.

Related Party Transactions

5 unchanged sentences

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 Initial Public Offering.

On September 6,

2019, the underwriters partially 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.

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.

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 initial Business Combination or earlier if, subsequent to the initial 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 initial 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.

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.

Founder Shares are also subject to the Founders Stock Letter described in Note 1.

Placement Warrants

Simultaneously

with the closing of the Initial 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 in the aggregate.

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.

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.

whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share.

of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial 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.

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.

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 initial Business Combination.

any of their Private Placement Warrants until 30 days after the completion of the Business Combination.

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 Initial Public Offering pursuant to a promissory note (the “Note”).

This loan is non-interest bearing

and payable on the completion of the Initial 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.

SWITCHBACK ENERGY

ACQUISITION CORPORATION

NOTES TO FINANCIAL

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.

the year ended December 31, 2020, the Sponsor advanced approximately $1.3 million to the Company to fund general administrative

addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the

11 unchanged sentences

The Working Capital Loans would either

be repaid upon consummation of a Business Combination, without interest, 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

The warrants would be identical to the Private Placement Warrants.

To date, the Company had no borrowings under the Working

Capital Loans.

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.

would be identical to the Private Placement Warrants.

To date, the Company had no borrowings under the Working Capital Loans.

Administrative

3 unchanged sentences

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 $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 statement of operations.

COMMITMENTS & CONTINGENCIES

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.

Commitments and Contingencies

and 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.

holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans,

9 unchanged sentences

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 Initial 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.

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

2 unchanged sentences

held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting

SWITCHBACK ENERGY

ACQUISITION CORPORATION

NOTES TO FINANCIAL

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:

Switchback Energy Acquisition Corporation , et al., Index No.

655800/2020 (Sup.

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:

Switchback Energy Acquisition Corporation, et al., Index No.

656119/2020 (Sup.

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:

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:

Switchback Energy Acquisition Corporation, et al., Index

657063/2020 (Sup.

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.

Stockholders’

A Common Stock

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, 2019, there were 31,411,763 Class A ordinary shares issued or outstanding, including 30,047,981 Class A ordinary shares subject

to possible redemption.

B Common Stock

Company is authorized to issue 20,000,000 shares of Class B common stock.

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 are subject to forfeiture

to the Company by the Sponsor for no consideration to the extent that the underwriters’

over-allotment option is not exercised

in full or in part.

On September 6, 2019, the underwriters partially purchased the Over-allotment Units, and the remaining over-allotment

option subsequently expired.

As a result, an aggregate of 772,059 Class B common stock were forfeited accordingly.

to the initial Business Combination, only holders of the Company’s Class B common stock will have the right to vote on the

A 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.

B 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.

6, 2019, the underwriters purchased the Over-allotment Units, and the remaining over-allotment option subsequently expired.

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.

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.

1 unchanged sentence

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 voting at a stockholder meeting.

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.

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.

Class B common stock will automatically convert into Class A common stock at the time of the initial business combination on a

1 unchanged sentence

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 Initial 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 Initial 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).

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, 2019, there were no shares of preferred stock issued or outstanding.

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 on the later of (a) 30 days after

the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering;

provided in each case

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

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.

SWITCHBACK ENERGY

ACQUISITION CORPORATION

NOTES TO FINANCIAL

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).

Stock —

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.

Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of

6 unchanged sentences

Company may call the Public Warrants for redemption:

whole and not in part;

a price of $0.01 per warrant;

a minimum of 30 days’

in whole and not

at a price of $0.01

upon a minimum of

30 days’

prior written notice of redemption;

and only if, 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 30-trading day period ending on the third

trading day prior to the date on which the Company sends the notice of redemption to

the warrant holders.

if, and only if,

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

30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption

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

3 unchanged sentences

of Class A common stock (including both Public Warrants and Private Placement Warrants):

whole and not in part;

a price equal 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 based on the redemption date and

the “fair market value”

in whole and not

at a price equal

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

based on the redemption date and the “fair market value”

of the Class A common stock;

a minimum of 30 days’

upon a minimum of

30 days’

prior written notice of redemption;

and only if, the last sale price of the Class A common stock equals or exceeds $10.00

per share (as adjusted) on the trading day prior to the date on which the Company sends

the notice of redemption to the warrant holders.

if, and only if,

the last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted) on the trading day prior

to the date on which the Company sends the notice of redemption to the warrant holders.

exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including

11 unchanged sentences

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 the respect to such warrants.

outside of the Trust Account with respect to such warrants.

Accordingly, the warrants may expire worthless.

SWITCHBACK ENERGY

ACQUISITION CORPORATION

NOTES TO FINANCIAL

Fair Value Measurements

following table presents information about the Company’s assets that are measured at fair value on a recurring basis as

of December 31, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine

such fair value.

December 31, 2019

Quoted Prices in Active Markets (Level 1)

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.

Quoted Prices in Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Marketable securities held in Trust Account

Investments held in Trust Account

Money Market Funds

$ 316,991,065

1 instruments include investments in money market funds and U.S.

Treasury securities.

The Company uses inputs such as actual trade

data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of

its investments.

Quoted Prices in Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Investments held in Trust Account

Money Market Funds

$ 316,398,889

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.

income tax provision consists of the following:

For The Period From

(Inception) Through December 31,

For the year ended

For the period From May 10, 2019 (inception) through December 31,

Valuation allowance

Income tax provision

SWITCHBACK ENERGY

ACQUISITION CORPORATION

NOTES TO FINANCIAL

Company’s net deferred tax assets are as follows:

Deferred tax assets:

Start Up/Organization Costs

StartUp/Organization Costs

Total deferred tax assets

11 unchanged sentences

reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:

For The Period From

(Inception) Through December 31,

For the year ended

For The period from May 10, 2019 (inception) through December 31,

Statutory Federal income tax rate

2 unchanged sentences

Income Taxes Provision (Benefit)

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.

Subsequent Events

has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were

available for issuance require potential adjustment to or disclosure in the financial statements and has concluded that all such

events that would require recognition or disclosure have been recognized or disclosed.

Management is currently evaluating

the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could

have a negative effect on the Company's financial position, results of its operations and/or search for a target company, the

specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

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.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data