What changed in this filing

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Item 9A. Controls and Procedures

2021-02-10 compared with 2020-03-30 · 398 added, 295 removed, 500 unchanged (58% of the section changed)

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procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Control over Financial Reporting

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial

reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established

by rules of the SEC for newly public companies.

Management’s

Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control

over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under

the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s

board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles

and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect

the transactions and dispositions of the assets of the Company;

reasonable assurance that transactions are recorded as necessary to permit preparation

of financial statements in accordance with generally accepted accounting principles,

and that receipts and expenditures of the Company are being made only in accordance with

authorizations of management and directors of the Company;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of the Company’s assets that could have a material effect on

the financial statements.

the supervision and with the participation of our management, including our principal executive officer and principal financial

officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework

in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013

Based on our evaluation, our management concluded that our internal control over financial reporting was effective

as of December 31, 2020.

of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements.

of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

in Internal Control Over Financial Reporting

the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has

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Independent Director

an executive officer.

Independent Director

Denotes an executive officer.

McNeill has been our Chief Executive Officer and Chief Financial Officer and a member of our board of directors since

McNeill served as Chief Financial Officer of RSP from April 2013 through the completion of its acquisition by Concho

McNeill co-founded and has served as Co-Chief Executive Officer of Switchback II Corporation since December 2020

and as a member of its board of directors since October 2020.

McNeill served as Chief Financial Officer of RSP Permian, Inc.

(“RSP”) from April 2013 through the completion of its acquisition by Concho Resources, Inc.

(“Concho”)

in July 2018.

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advising companies operating in the exploration and production, midstream, and energy service and equipment segments of the energy

McNeill holds a B.B.A from Baylor University and an M.B.A from the University of Texas at Austin and is a certified

McNeill holds a B.B.A.

from Baylor University and an M.B.A.

from The University of Texas at Austin and is a certified

public accountant in the State of Texas.

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Mutrie has been our Chief Commercial Officer, General Counsel and Secretary and a member of our board of directors since

Mutrie served as RSP’s Vice President, General Counsel and Corporate Secretary from June 2014 through the

completion of the acquisition of RSP by Concho in July 2018.

While at RSP, Mr.

Mutrie was a board member of the Texas Oil and

Gas Association, the largest and oldest group in Texas representing petroleum interests.

Mutrie co-founded and has served as Co-Chief Executive Officer of Switchback II Corporation since December 2020

and as a member of its board of directors since October 2020.

Mutrie served as RSP’s Vice President, General Counsel

and Corporate Secretary from June 2014 through the completion of the acquisition of RSP by Concho in July 2018.

While at RSP,

Mutrie was a board member of the Texas Oil and Gas Association, the largest and oldest group in Texas representing petroleum

Prior to RSP, Mr.

Mutrie served as General

Counsel and Compliance Officer at United Surgical Partners International (NASDAQ:

Mutrie served as General Counsel and Compliance Officer at United Surgical Partners International

From October 2003 to January 2007, Mr.

Mutrie practiced corporate law at Vinson & Elkins L.L.P., representing public and private companies in M&A transactions

and capital market offerings, predominantly in the oil and gas industry.

Mutrie practiced corporate law at Vinson & Elkins L.L.P., representing

public and private companies in M&A transactions and capital market offerings, predominantly in the oil and gas industry.

Mutrie holds a B.A.

from Cornell University, a J.D.

from Northwestern University School of Law, a Certificate in Financial Management from Cornell University and a Certificate in

Financial Skills for The Energy Industry from SMU Cox School of Business, Executive Education.

from Northwestern University School of Law, a Certificate in Financial

Management from Cornell University and a Certificate in Financial Skills for The Energy Industry from SMU Cox School of Business,

Executive Education.

Mutrie’s extensive experience in managing public company M&A and financing transactions, as well as his

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corporate engineering functions throughout Texas and Louisiana assets.

Rosinski graduated from Texas A&M with a B.S.

Petroleum Engineering.

Chris Carter has been a member

of our board of directors since May 2019.

Carter joined NGP in 2004 and currently serves as Managing Partner and as a director

of certain private NGP portfolio companies.

Rosinski graduated from Texas A&M University with

in Petroleum Engineering.

Carter has been a member of our board of directors since May 2019.

Carter has been a member of the board of directors

of Switchback II Corporation since December 2020.

Carter joined NGP in 2004 and currently serves as Managing Partner and as

a director of certain private NGP portfolio companies.

Prior to joining NGP, Mr.

Carter was an analyst with Deutsche Bank’s Energy

Investment Banking group in Houston, where he focused on financing and merger and acquisition transactions in the oil and gas

and oilfield services industries.

Carter served on the Board of Directors of RSP Permian LLC from October 2010 until January

2014 and on the Board of Directors of Parsley Energy, Inc.

from December 2013 until January 2016.

Carter also served on the

Board of Directors of Rice Energy, Inc.

from October 2013 through November 2014.

Carter was an analyst with Deutsche Bank’s

Energy Investment Banking group in Houston, where he focused on financing and merger and acquisition transactions in the oil and

gas and oilfield services industries.

Carter served on the board of directors of PennTex Midstream GP, LLC from June 2015

to November 2016 and on the board of directors of Parsley Energy, Inc.

from December 2013 to January 2016.

Carter also served

on the board of directors of Rice Energy, Inc.

from October 2013 to November 2014.

Carter received a B.B.A.

and an M.P.A.

Accounting, summa cum laude, in 2002 from the University of Texas, where he was a member of the Business Honors Program.

in Accounting, summa cum laude, in 2002 from The University of Texas at Austin, where he was a member of the Business Honors Program.

He received an M.B.A.

in 2008 from Stanford University, where he graduated as an Arjay Miller Scholar.

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our board of directors.

Scott Gieselman has been a member

of our board of directors since May 2019.

Gieselman has been a member of our board of directors since May 2019.

Gieselman has been a member of the board of

directors of Switchback II Corporation since December 2020.

Gieselman has served as a Partner for NGP since April 2007.

Gieselman serves

as a director of certain private NGP portfolio companies.

Gieselman serves as a director of certain private NGP portfolio companies.

Prior to joining NGP, Mr.

Gieselman worked in various positions in the

investment banking energy group of Goldman Sachs & Co.

Gieselman worked in various

positions in the investment banking energy group of Goldman Sachs & Co.

LLC, where he became a partner in 2002.

He has served on the board of

directors of HighPoint Resources Corporation since March 2018 and served on the board of directors of Chesapeake Energy Corporation

from May 2019 until November 2019.

Gieselman served on the board of directors of WildHorse Resource Development Corporation

from September 2016 until it was acquired by Chesapeake Energy Corporation in February 2019.

He has served

on the board of directors of HighPoint Resources Corporation since March 2018 and on the board of directors of Chesapeake Energy

Corporation since May 2019.

Gieselman served on the board of directors of WildHorse Resource Development Corporation from

September 2016 until it was acquired by Chesapeake Energy Corporation in February 2019.

Gieselman also served as a member

of the board of directors of Rice Energy, Inc.

from January 2014 until April 2017 and was a member of the board of directors of

Memorial Resource Development Corp.

from January 2014 to April 2017 and was a member of the board of directors of Memorial

Resource Development Corp.

from its formation until it was acquired by Range Resources Corporation in September 2016.

In addition, Mr.

Gieselman served as a member of the board of directors of Memorial Production Partners GP LLC from December 2011

until March 2016.

Gieselman served as a member of the board of directors of Memorial Production Partners GP LLC from December 2011 to March

Gieselman received a B.S.

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Stoutner has been a member of our board of directors since May 2019.

Stoutner joined NGP in 2011 and currently serves

as Principal and as a director of certain private NGP portfolio companies.

Stoutner has been a member of the board of directors

of Switchback II Corporation since December 2020.

Stoutner joined NGP in 2011 and currently serves as Principal and as a director

of certain private NGP portfolio companies.

Prior to joining NGP, Mr.

Stoutner was an investment

banking analyst with Madison Williams and Company’s Energy Investment Banking Group in Houston, where he focused on financing

and merger and acquisition transactions in the oil and gas industry.

Stoutner was an investment banking analyst with Madison

Williams and Company’s Energy Investment Banking Group in Houston, where he focused on financing and merger and acquisition

transactions in the oil and gas industry.

Stoutner received a B.B.A.

in Accounting,

summa cum laude, in 2010 from The University of Texas at Austin.

in Accounting, summa cum laude, in 2010 from

The University of Texas at Austin.

He received an M.B.A.

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Armes served as a board member and as audit committee chairman for RSP.

From 2005 to 2010, Mr.

Armes served as the Chief

Operating Officer of Hicks Holdings LLC, where he led the acquisition and disposition of a diverse portfolio of private equity

Prior to 2005, Mr.

Armes served as Executive Vice President, Chief Financial Officer and General Counsel of Hicks

Sports Group, LLC, an owner and manager of various professional sports teams.

Rangers Equity Holdings GP LLC, a subsidiary of

Hicks Sports Group LLC, had an involuntary bankruptcy petition filed against it in the U.S.

Bankruptcy Court for the Northern

District of Texas on May 28, 2010.

Armes has a B.B.A.

from Baylor University, and a J.D.

from Southern Methodist

University’s School of Law.

University, and a J.D.

from Southern Methodist University’s Dedman School of Law.

believe that Mr.

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and reserve acquisitions brings important and valuable skills to our board of directors.

has been a member of our board of directors since July 2020.

Kubis has been a member of the board of directors of Switchback

II Corporation since January 2021.

Kubis has served as a director of Gridtential, Energy Inc., an inventor and developer of

battery technology (“Gridtential”), since October 2015 and as the Chairman of Gridtential since November 2016.

June 2013 to October 2015, Mr.

Kubis served as President of ECO-BAT Technologies Limited, which collects, recycles and produces

products to the battery, mining and other industries, and from June 2013 to January 2020, as a member of the board of directors.

From March 2002 to January 2013, Mr.

Kubis served as President—Europe, Middle East and Africa of EnerSys, a manufacturer,

marketer and distributor of industrial batteries.

From October 1998 to March 2002, Mr.

Kubis served as Vice President, General

Manager, for the Energy Storage Group of Invensys plc.

He has also worked in senior leadership positions with Johnson Controls

and Exide in the automotive battery industry.

Kubis received his M.B.A.

from The Wharton School of the University of Pennsylvania

in Accounting from the University of Illinois.

believe that Mr.

extensive experience in various leadership roles throughout the transportation and industrial battery

industries brings important and valuable skills to our board of directors.

and Terms of Office of Officers and Directors

have seven directors.

have eight directors.

Our board of directors is divided into three classes, with only one class of directors being elected in

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The term of office of the third class of directors,

consisting of Jim Mutrie and Chris Carter, will expire at the third annual meeting of stockholders.

We may not hold an annual

meeting of stockholders until after we consummate our initial business combination.

consisting of Jim Mutrie, Chris Carter and Ray Kubis, will expire at the third annual meeting of stockholders.

We may not hold

an annual meeting of stockholders until after we consummate our initial business combination.

of our Founder Shares will have the right to elect all of our directors prior to consummation of our initial business combination

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board of directors has established an audit committee of the board of directors.

Joseph Armes, Zane Arrott and Scott Gieselman

serve as members of our audit committee.

Under the NYSE listing standards and applicable SEC rules, we are required to have at

least three members of the audit committee, all of whom must be independent, subject to the exception described below.

Armes and Zane Arrott are independent.

Because our securities are listed on the NYSE, we have one year from the effective date

of the Registration Statement to have our audit committee be comprised solely of independent members.

We intend to identify one

additional independent director to serve on the audit committee within one year of the effective date of the Registration Statement,

at which time Mr.

Gieselman will resign from the committee.

We expect such additional director to enter into a letter agreement

substantially similar to the letter agreement signed by our Sponsor, officer and directors included as an exhibit to the Registration

Joseph Armes, Zane Arrott and Ray Kubis serve

as members of our audit committee.

Under the NYSE listing standards and applicable SEC rules, we are required to have at least

three members of the audit committee, all of whom must be independent.

Joseph Armes, Zane Arrott and Ray Kubis are independent.

Armes serves as chair of the audit committee.

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have adopted an audit committee charter, which details the principal functions of the audit committee, including:

appointment, compensation, retention, replacement, and oversight of the work of the independent

auditors and any other independent registered public accounting firm engaged by us;

● pre-approving

all audit and permitted non-audit services to be provided by the independent auditors

or any other registered public accounting firm engaged by us, and establishing pre-approval

policies and procedures;

and discussing with the independent auditors all relationships the auditors have with

us in order to evaluate their continued independence;

clear hiring policies for employees or former employees of the independent auditors;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent auditors describing (i)

the independent auditor’s internal quality-control procedures and (ii) any material

issues raised by the most recent internal quality-control review, or peer review, of

the audit firm, or by any inquiry or investigation by governmental or professional authorities

within the preceding five years respecting one or more independent audits carried out

by the firm and any steps taken to deal with such issues;

and approving any related party transaction required to be disclosed pursuant to Item

404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

with management, the independent auditors, and our legal advisors, as appropriate, any

legal, regulatory or compliance matters, including any correspondence with regulators

or government agencies and any employee complaints or published reports that raise material

issues regarding our financial statements or accounting policies and any significant

changes in accounting standards or rules promulgated by the Financial Accounting Standards

Board, the SEC or other regulatory authorities.

the appointment, compensation, retention, replacement,

and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged

pre-approving all audit and permitted non-audit

services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing

pre-approval policies and procedures;

reviewing and discussing with the independent

auditors all relationships the auditors have with us in order to evaluate their continued independence;

setting clear hiring policies for employees

or former employees of the independent auditors;

setting clear policies for audit partner rotation

in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually,

from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii)

any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any

inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more

independent audits carried out by the firm and any steps taken to deal with such issues;

reviewing and approving any related party transaction

required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

reviewing with management, the independent auditors,

and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators

or government agencies and any employee complaints or published reports that raise material issues regarding our financial

statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial

Accounting Standards Board, the SEC or other regulatory authorities.

board of directors has established a compensation committee of the board of directors.

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have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our chief

executive officer’s compensation, evaluating our chief executive officer’s

performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our chief executive officer based on such evaluation;

and approving on an annual basis the compensation of all of our other officers;

on an annual basis our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit

arrangements for our officers and employees;

required, producing a report on executive compensation to be included in our annual proxy

evaluating and recommending changes, if appropriate, to the remuneration for directors.

reviewing and approving on an annual basis the

corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive

officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any)

of our chief executive officer based on such evaluation;

reviewing and approving on an annual basis the

compensation of all of our other officers;

reviewing on an annual basis our executive compensation

policies and plans;

implementing and administering our incentive

compensation equity-based remuneration plans;

assisting management in complying with our proxy

statement and annual report disclosure requirements;

approving all special perquisites, special cash

payments and other special compensation and benefit arrangements for our officers and employees;

if required, producing a report on executive

compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes,

if appropriate, to the remuneration for directors.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation

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primary purposes of our nominating and corporate governance committee are to assist the board in:

● identifying,

screening and reviewing individuals qualified to serve as directors and recommending

to the board of directors candidates for nomination for election at the annual meeting

of stockholders or to fill vacancies on the board of directors;

● developing,

recommending to the board of directors and overseeing implementation of our corporate

governance guidelines;

● coordinating

and overseeing the annual self-evaluation of the board of directors, its committees,

individual directors and management in the governance of the company;

on a regular basis our overall corporate governance and recommending improvements as

and when necessary.

identifying, screening and reviewing individuals

qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual

meeting of stockholders or to fill vacancies on the board of directors;

developing, recommending to the board of directors

and overseeing implementation of our corporate governance guidelines;

coordinating and overseeing the annual self-evaluation

of the board of directors, its committees, individual directors and management in the governance of the company;

reviewing on a regular basis our overall corporate

governance and recommending improvements as and when necessary.

nominating and corporate governance committee is governed by a charter that complies with the rules of the NYSE.

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shares will not have the right to recommend director candidates for nomination to our board of directors.

Section 16(a) Reports

Section 16(a)

of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of any class of equity

security which is registered pursuant to Section 12 of the Exchange Act to file reports of ownership and changes in ownership

with the SEC.

Based solely upon a review of such forms, we believe that during the year ended December 31, 2019, there were

no delinquent filers, except that one report, covering a single transaction that occurred during the year ended December 31, 2019,

was filed late by each of our Sponsor, Scott McNeill, Jim Mutrie, Chris Carter, Scott Gieselman and Sam Stoutner.

of Ethics and Committee Charters

have adopted a Code of Ethics applicable to our directors, officers and employees.

You review this document on our website.

addition, a copy of the Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments

to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Our Code of Ethics, compensation, nominating

and corporate governance and audit committee charters are available on our website, www.switchback-energy.com.

In addition, a

copy of the Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers

of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

manages several investment vehicles.

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they become aware.

NGP and/or our management, in their capacities as psrtners, officers or managing directors of NGP or in their

NGP and/or our management, in their capacities as partners, officers or managing directors of NGP or in their

other endeavors, may be required to present potential business combinations to the related entities described above, current or

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Notwithstanding

the foregoing, we may pursue an Affiliated Joint Acquisition opportunity with any such fund or other portfolio company or investment

Such entity may co-invest with us in the target business at the time of our initial business combination, or we could

raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked securities.

Certain of our directors presently have, and any of our officers and directors in the future may have, additional fiduciary or

contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business

combination opportunity to such entity.

Accordingly, if any of our officers or directors becomes aware of a business combination

opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she

will honor his or her fiduciary or contractual obligations to present such opportunity to such other entity.

We do not believe,

however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability

to complete our business combination.

In addition, we may pursue an Affiliated Joint Acquisition opportunity with an entity to

which an officer or director has a fiduciary or contractual obligation.

Any such entity may co-invest with us in the target business

at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing

to such entity a class of equity or equity-linked securities.

Our amended and restated certificate of incorporation will provide

that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly

offered to such person solely in his or her capacity as a director or officer of the Company and such opportunity is one we are

legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

Sponsor, officers and directors may become involved with subsequent blank check companies similar to the Company, although they

have agreed, pursuant to a written letter agreement, not to participate in the formation of, or become an officer or director

of, any other blank check company until we have entered into a definitive agreement regarding our initial business combination

or we have failed to complete our initial business combination within 24 months after the closing of our Public Offering.

the foregoing, we may pursue an acquisition opportunity jointly with our Sponsor, or one or more other entities affiliated with

NGP, including other NGP Funds, other NGP Fund portfolio companies, and/or one or more investors in the NGP Funds, which we refer

to as an “Affiliated Joint Acquisition.”

Such entity may co-invest with us in the target business at the time of our

initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such entity a class

of equity or equity-linked securities.

Certain of our directors presently have, and any of our officers and directors in the future

may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will

be required to present a business combination opportunity to such entity.

Accordingly, if any of our officers or directors becomes

aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual

obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such other entity.

We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially

affect our ability to complete our business combination.

In addition, we may pursue an Affiliated Joint Acquisition opportunity

with an entity to which an officer or director has a fiduciary or contractual obligation.

Any such entity may co-invest with us

in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the

acquisition by issuing to such entity a class of equity or equity-linked securities.

Our amended and restated certificate of incorporation

provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity

is expressly offered to such person solely in his or her capacity as a director or officer of the Company and such opportunity

is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

and potential investors should also be aware of the following other potential conflicts of interest:

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line of business;

it would not be fair to the Company and its

stockholders for the opportunity not to be brought to the attention of the corporation.

it would not be

fair to the Company and its stockholders for the opportunity not to be brought to the attention of the corporation.

as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting

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with our Sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent

investment banking firm which is a member of FINRA or from an independent accounting firm that such initial business combination

is fair to the Company from a financial point of view.

We are not required to obtain such an opinion in any other context.

in no event will our Sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by the

Company any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate,

the completion of our initial business combination.

Further, we pay an amount equal to $10,000 per month to our Sponsor for office

space, utilities, secretarial support and administrative services provided to us.

investment banking firm which is a member of the Financial Industry Regulatory Authority (“FINRA”) or from an independent

accounting firm that such initial business combination is fair to the Company from a financial point of view.

We are not required

to obtain such an opinion in any other context.

Furthermore, in no event will our Sponsor or any of our existing officers or directors,

or any of their respective affiliates, be paid by the Company any finder’s fee, consulting fee or other compensation prior

to, or for any services they render in order to effectuate, the completion of our initial business combination.

Further, we pay

an amount equal to $10,000 per month to our Sponsor for office space, utilities, secretarial support and administrative services

provided to us.

cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

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and performing due diligence on suitable business combinations.

Other than these payments and reimbursements, no compensation of any kind, including finder’s

and consulting fees, will be paid by the Company to our Sponsor, officers and directors, or any of their respective affiliates,

prior to completion of our initial business combination.

Other than these payments and reimbursements, no compensation

of any kind, including finder’s and consulting fees, will be paid by the Company to our Sponsor, officers and directors,

or any of their respective affiliates, prior to completion of our initial business combination.

the completion of our initial business combination, directors or members of our management team who remain with us may be paid

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth information regarding the beneficial ownership of our common stock as of March 27, 2020 by:

following table sets forth information regarding the beneficial ownership of our common stock as of February 1, 2021 by:

each person known by us to be the beneficial

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All directors and executive officers as a group (9 individuals)

Adage Capital Partners, L.P.

Glazer Capital, LLC (5)

Hayman Capital Management, L.P.

Adage Capital Partners, L.P.

Davidson Kempner Partners (8)

HITE Hedge Asset Management LLC (9)

than one percent.

table is based on 39,264,704 shares of common stock outstanding at March 27, 2020, of which 31,411,763 were shares of Class

A common stock and 7,852,941 were shares of Class B common stock.

Unless otherwise noted, the business address of each of the

entities, directors and executive officers in this table is 5949 Sherry Lane, Suite 1010, Dallas, TX 75225.

(2) Interests

shown consist solely of Founder Shares, classified as shares of Class B common stock.

Such shares will automatically convert into

shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment.

Switchback, LLC is the record holder of the shares reported herein.

McNeill is a manager and the Chief Executive Officer and

Chief Financial Officer of NGP Switchback, LLC.

Mutrie is a manager and the Chief Commercial Officer, General Counsel and

Secretary of NGP Switchback, LLC.

As such, Messrs.

McNeill and Mutrie may be deemed to have or share beneficial ownership of the

common stock held directly by NGP Switchback, LLC.

Less than one percent.

This table is based on 39,264,704 shares of

common stock outstanding at February 1, 2021, of which 31,411,763 were shares of Class A common stock and 7,852,941 were shares

of Class B common stock.

Unless otherwise noted, the business address of each of the entities, directors and executive officers

in this table is 5949 Sherry Lane, Suite 1010, Dallas, TX 75225.

Interests shown consist solely of Founder Shares,

classified as shares of Class B common stock.

Such shares will automatically convert into shares of Class A common stock at

the time of our initial business combination on a one-for-one basis, subject to adjustment.

NGP Switchback, LLC is the record holder of

the shares reported herein.

McNeill is a manager and the Chief Executive Officer and Chief Financial Officer of NGP Switchback,

Mutrie is a manager and the Chief Commercial Officer, General Counsel and Secretary of NGP Switchback, LLC.

McNeill and Mutrie may be deemed to have or share beneficial ownership of the common stock held directly by NGP Switchback,

McNeill and Mutrie disclaim any such beneficial ownership of such securities.

On July 30, 2019, Messrs McNeill and Mutrie purchased, for $10.00 per Unit, 103,000 Units and 43,000 Units, respectively, directly

from the underwriters in connection with our Public Offering.

Each Unit consists of one share of our Class A common stock and

one-third of one Warrant.

On July 30, 2019, Messrs McNeill

and Mutrie purchased, for $10.00 per Unit, 103,000 Units and 43,000 Units, respectively, directly from the underwriters in

connection with our Public Offering.

Each Unit consists of one share of our Class A common stock and one-third of one Warrant.

In addition, NGP XII US Holdings, L.P.

directly owns a majority of the limited liability company interests

of NGP Switchback, LLC.

directly owns a majority of the limited liability company interests of NGP Switchback,

NGP XII Holdings GP, L.L.C.

is the sole general partner of NGP XII US Holdings, L.P., and NGP Natural

Resources XII, L.P.

is the sole general partner of NGP XII US Holdings, L.P., and NGP Natural Resources XII,

is the sole member of NGP XII Holdings GP, L.L.C.

Energy XII, L.P.

is the sole general partner of NGP

Natural Resources XII, L.P., and GFW XII, L.L.C.

is the sole general partner of NGP Natural

Resources XII, L.P., and GFW XII, L.L.C.

is the sole general partner of G.F.W.

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Chris Carter, Tony R.

Craig Glick and Jill Lampert serve on the Executive Committee of NGP Energy Capital Management, L.L.C.

Accordingly, each of NGP

XII US Holdings, L.P., NGP XII Holdings GP, L.L.C., NGP Natural Resources XII, L.P., G.F.W.

Energy XII, L.P., GFW XII, L.L.C.,

NGP Energy Capital Management, L.L.C., Tony R.

Weber, Chris Carter, Craig Glick and Jill Lampert may be deemed to have or share

beneficial ownership of the common stock held directly by NGP Switchback, LLC.

(4) NGP Switchback, LLC is the record

holder of the shares reported herein.

Weber, Craig Glick and Jill Lampert serve on the Executive Committee of NGP Energy Capital Management, L.L.C.

each of NGP XII US Holdings, L.P., NGP XII Holdings GP, L.L.C., NGP Natural Resources XII, L.P., G.F.W.

Energy XII, L.P.,

GFW XII, L.L.C., NGP Energy Capital Management, L.L.C., Tony R.

Weber, Chris Carter, Craig Glick and Jill Lampert may be deemed

to have or share beneficial ownership of the common stock held directly by NGP Switchback, LLC.

NGP Switchback, LLC is the record holder of

the shares reported herein.

Carter, Gieselman and Stoutner are managers of NGP Switchback, LLC.

As such, Messrs.

Carter, Gieselman and Stoutner may be deemed to have or share beneficial ownership of the common stock held directly by NGP Switchback,

Gieselman and Stoutner may be deemed to have or share beneficial ownership of the common stock held directly by NGP Switchback,

Carter, Gieselman and Stoutner disclaim any such beneficial ownership of such securities.

According to a Schedule 13G filed with the SEC on August 5, 2019 on behalf of Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”), Adage Capital Partners GP, L.L.C., a Delaware limited liability company (“ACPGP”), Adage Capital Advisors, L.L.C., a Delaware limited liability company (“ACA”), Robert Atchinson and Phillip Gross, the shares reported herein are directly owned by ACP.

According to a Schedule 13G jointly filed with

the SEC on October 7, 2020 by Hayman Capital Management, L.P.

(“Hayman”), Hayman Capital Master Fund, L.P.

“Master Fund”) and J.

Kyle Bass, The Master Fund is the record and direct beneficial owner of the shares reported

Hayman serves as the investment adviser to and general partner of, an may be deemed to beneficially own securities

owned by, the Master Fund.

J, Kyle Bass is the Managing Partner of, and may be deemed to beneficially own securities owned

The business address of this stockholder is 2305 Cedar Springs Road, Suite 400, Dallas, Texas, 75201.

According to a Schedule 13G filed with the SEC

on February 14, 2020 by Glazer Capital, LLC, Glazer Capital, LLC serves as investment manager for certain funds and managed

accounts that hold the shares reported herein.

Glazer serves as the managing member of Glazer Capital, LLC.

address of this stockholder is 250 West 55th Street, Suite 30A, New York, NY 10019.

According to a Schedule 13G filed with the SEC

on August 5, 2019 on behalf of Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”), Adage Capital

Partners GP, L.L.C., a Delaware limited liability company (“ACPGP”), Adage Capital Advisors, L.L.C., a Delaware

limited liability company (“ACA”), Robert Atchinson and Phillip Gross, the shares reported herein are directly

owned by ACP.

ACPGP is the general partner of ACP, ACA is the managing member of ACPGP, and Messrs.

Atchinson and Gross are managing members of ACA.

ACP has the power to dispose of and the power to vote the shares of Class A common stock beneficially owned by it, which power may be exercised by its general partner, ACPGP.

ACA, as managing member of ACPGP, directs ACPGP’s operations.

Atchinson and Gross, as managing members of ACA, have shared power to vote the shares of Class A common stock beneficially owned by ACP.

Atchinson and Gross are

managing members of ACA.

ACP has the power to dispose of and the power to vote the shares of Class A common stock beneficially

owned by it, which power may be exercised by its general partner, ACPGP.

ACA, as managing member of ACPGP, directs ACPGP’s

Atchinson and Gross, as managing members of ACA, have shared power to vote the shares of Class A common

stock beneficially owned by ACP.

The business address of this stockholder is 200 Clarendon Street, 52nd Floor, Boston, MA

According to a Schedule 13G filed with the SEC on February 14, 2020 by Glazer Capital, LLC, Glazer Capital, LLC serves as investment manager for certain funds and managed accounts that hold the shares reported herein.

Glazer serves as the managing member of Glazer Capital, LLC.

The business address of this stockholder is 250 West 55th Street, Suite 30A, New York, NY 10019.

According to a Schedule 13G filed with the SEC on August 5, 2019 on behalf of Davidson Kempner Partners (“DKP”), Davidson Kempner Institutional Partners, L.P.

According to a Schedule 13G filed with the SEC

on August 5, 2019 on behalf of Davidson Kempner Partners (“DKP”), Davidson Kempner Institutional Partners, L.P.

(“DKIP”), Davidson Kempner International, Ltd.

(“DKIL”), Davidson Kempner Capital Management LP (“DKCM”), Thomas L.

(“DKIL”), Davidson Kempner Capital Management LP (“DKCM”),

and Anthony A.

Yoseloff, DKCM acts as investment manager to each of DKP, DKIP and DKIL.

Kempner and Yoseloff, through DKCM, are responsible for the voting and investment decisions relating to the securities held by DKP, DKIP and DKIL reported herein.

and Yoseloff, through DKCM, are responsible for the voting and investment decisions relating to the securities held by DKP,

DKIP and DKIL reported herein.

The business address of this stockholder is 520 Madison Avenue, 30th Floor, New York, NY 10022.

According to a Schedule 13G filed with the SEC on February 13, 2020 by HITE Hedge Asset Management LLC, a Delaware limited liability company, the shares reported herein are included in units held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP LP, HITE MLP Advantage LP, HITE Energy LP, and HITE Hedge Offshore Ltd., for all of which HITE Hedge Asset Management LLC is the investment adviser.

The business address of this stockholder is 300 Crown Colony Drive, Suite 108, Quincy, MA 02169.

According to a Schedule 13G filed with the SEC

on February 13, 2020 by HITE Hedge Asset Management LLC, a Delaware limited liability company, the shares reported herein

are included in units held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP LP, HITE MLP Advantage LP, HITE Energy LP, and HITE

Hedge Offshore Ltd., for all of which HITE Hedge Asset Management LLC is the investment adviser.

The business address of this

stockholder is 300 Crown Colony Drive, Suite 108, Quincy, MA 02169.

Certain Relationships and Related Transactions, and Director Independence.

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In September 2019, our Sponsor forfeited an aggregate of 772,059 Founder Shares.

connection with the execution of the Business Combination Agreement, the initial stockholders entered into the Founders Stock

Letter with Switchback pursuant to which, among other things, the initial stockholders will, (a) subject to the satisfaction of

the conditions to Closing set forth in the Business Combination Agreement, immediately prior to the Closing, surrender to Switchback,

for no consideration and as a capital contribution to Switchback, 984,706 Founder Shares held by them (on a pro rata basis), whereupon

such Founder Shares will be immediately cancelled and (b) upon and subject to the Closing, subject to the 900,000 Founder Earn

Back Shares (including any Class A common stock issued in exchange therefor in the Merger) held by them on (on a pro rata basis)

to potential forfeiture if the Closing VWAP of one share of Class A common stock quoted on the NYSE does not satisfy the price

target set forth in the Founders Stock Letter for any ten trading days within any 20 consecutive trading day period within the

Earnout Period.

The Founders Stock Letter also provides that our Sponsor will bear any Switchback Transaction Costs in excess

of the Switchback Transaction Costs Cap, excluding any PIPE Financing Transaction Costs.

Placement Warrants

Sponsor purchased an aggregate of 5,521,568 Private Placement Warrants for a purchase price of $1.50 per warrant in private placements

that occurred simultaneously with the closing of our Public Offering and the sale of the Overallotment Units.

that occurred simultaneously with the closing of our Public Offering and the sale of the Over-allotment Units.

As such, our Sponsor’s

6 unchanged sentences

more fully discussed in “Part III, Item 10.

Directors, Executive Officers and Corporate Governance —

Interest,”

if any of our officers or directors becomes aware of a business combination opportunity that falls within the

line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor

his or her fiduciary or contractual obligations to present such business combination opportunity to such entity.

and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties

We may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary

or contractual obligation.

Any such entity may co-invest with us in the target business at the time of our initial business combination,

or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked

Directors, Executive Officers and Corporate Governance —,”

of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any

entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or

contractual obligations to present such business combination opportunity to such entity.

Our officers and directors currently

have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

We may pursue

an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation.

Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise

additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked securities.

Administrative

8 unchanged sentences

However, these individuals will be reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence

on suitable business combinations.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such

persons in connection with activities on our behalf.

our initial business combination, members of our management team who remain with us may be paid consulting, management or other

fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in

the tender offer or proxy solicitation materials (as applicable) furnished to our stockholders.

It is unlikely that the amount

of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder

meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination

business to determine executive and director compensation.

incurred in connection with activities on our behalf.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses

incurred by such persons in connection with activities on our behalf.

Party Loans and Advances

38 unchanged sentences

We will bear the expenses incurred in connection with the filing of any such registration statements.

connection with the Closing, the IPO Registration Rights Agreement will be amended and restated and Switchback and the Registration

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

Combination Agreement.

Pursuant to the A&R Registration Rights Agreement, New ChargePoint will agree that, within 15 business

days after the Closing, New ChargePoint will file with the SEC (at New ChargePoint’s sole cost and expense) the Resale Registration

Statement, and New ChargePoint will use its commercially reasonable efforts to have the Resale Registration Statement become effective

as soon as reasonably practicable after the filing thereof.

In certain circumstances, the Registration Rights Holders can demand

up to four underwritten offerings and will be entitled to customary piggyback registration rights.

The A&R Registration Rights

Agreement does not provide for the payment of any cash penalties by Switchback if it fails to satisfy any of its obligations under

the A&R Registration Rights Agreement.

“independent director”

2 unchanged sentences

Our board of directors

has determined that Joseph Armes and Zane Arrott are “independent directors”

as defined in the NYSE listing standards

and applicable SEC rules.

Our independent directors will have regularly scheduled meetings at which only independent directors

has determined that Joseph Armes, Zane Arrott and Ray Kubis are “independent directors”

as defined in the NYSE listing

standards and applicable SEC rules.

Our independent directors will have regularly scheduled meetings at which only independent

directors are present.

Principal Accountant Fees and Services.

for professional services provided by our independent registered public accounting firm since inception include:

the period from

For the period from

2019 (inception) through December 31,

For the Fiscal Year ended December 31,

Audit Fees (1)

1 unchanged sentence

All Other Fees (4)

Audit fees consist of fees billed for professional services rendered by our independent registered public accounting

firm for the audit of our annual financial statements and review of financial statements included in our Quarterly Reports on

Form 10-Q or services that are normally provided by our independent registered public accounting firm in connection with statutory

and regulatory filings or engagements.

Audit fees consist of fees

billed for professional services rendered by our independent registered public accounting firm for the audit of our annual

financial statements and review of financial statements included in our Quarterly Reports on Form 10-Q or services that are

normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings

or engagements.

Audit-Related Fees .

17 unchanged sentences

Exhibits and Financial Statement Schedules.

The following documents are filed as part of this Annual Report on Form 10-K:

(a) The following documents are filed as part of this Annual

Report on Form 10-K:

Financial Statements:

See “Index to Financial Statements”

1 unchanged sentence

Financial Statements and Supplementary Data”

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual

Report on Form 10-K.

(b) Exhibits:

The exhibits listed in the accompanying index

to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.

Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020, by and among Switchback Energy Acquisition Corporation, Lightning Merger Sub Inc.

and ChargePoint, Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.

001-39004) filed with the SEC on September 24, 2020)

Amended and Restated Certificate of Incorporation of Switchback Energy Acquisition Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

10 unchanged sentences

001-39004) filed with the SEC on July 30, 2019)

Description of Securities of Switchback Energy Acquisition Corporation

Description of Securities of Switchback Energy Acquisition Corporation (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K (File No.

001-39004) filed with the SEC on March 30, 2020)

Letter Agreement, dated July 25, 2019, among Switchback Energy Acquisition Corporation, its officers and directors and NGP Switchback, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

14 unchanged sentences

001-39004) filed with the SEC on July 30, 2019)

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-39004) filed with the SEC on September 24, 2020)

Form of Subscription Agreement (incorporated by reference to Exhibit 10.3 of Switchback’s Current Report on Form 8-K (File No.

001-39004) filed with the SEC on September 24, 2020

Founders Stock Letter, dated September 23, 2020 by and between Switchback Energy Acquisition Corporation and the initial stockholders (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-39004) filed with the SEC on September 24, 2020)

Power of Attorney (included on signature page of this Annual Report on Form 10-K)

7 unchanged sentences

Taxonomy Extension Presentation Linkbase Document

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused

this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ENERGY ACQUISITION CORPORATION

March 30, 2020

Scott McNeill

Executive Officer, Chief Financial Officer and Director

Executive Officer)

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott McNeill and Jim Mutrie

and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution,

for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual

Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United

States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority

to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents

and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents,

or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below

by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Pursuant to the requirements of Section 13

or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

SWITCHBACK ENERGY ACQUISITION CORPORATION

February 10, 2021

/s/ Scott McNeill

Scott McNeill

Chief Executive Officer, Chief Financial Officer

Chief Executive Officer,

Chief Financial

Officer and Director

(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that

each person whose signature appears below constitutes and appoints Scott McNeill and Jim Mutrie and each or any one of them, his

or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his

or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and

to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and

Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform

each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as

he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,

or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the

registrant in the capacities and on the dates indicated.

/s/ Scott McNeill

Chief Executive Officer, Chief Financial Officer and Director

February 10, 2021

Scott McNeill

(Principal Executive, Financial and Accounting

Scott Gieselman

(Principal Executive, Financial and Accounting Officer)

/s/ Chris Carter

February 10, 2021

/s/ Scott Gieselman

February 10, 2021

Scott Gieselman

/s/ Jim Mutrie

February 10, 2021

/s/ Sam Stoutner

February 10, 2021

/s/ Joseph Armes

February 10, 2021

/s/ Zane Arrott

February 10, 2021

/s/ Ray Kubis

February 10, 2021

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 9A. Controls and Procedures