Item 3. Legal Proceedings
Item 3.
Legal Proceedings.
On
October 29, 2020, a putative class action lawsuit was filed in the Supreme Court of the State of New York by a purported Switchback
stockholder in connection with the Business Combination: Bulsa v. Switchback Energy Acquisition Corporation, et al. , Index
No. 655800/2020 (Sup. Ct. N.Y. Cnty.) (the “Bulsa Complaint”). Separately, on November 6, 2020, a putative class action
lawsuit was filed in the Supreme Court of the State of New York by a different purported Switchback stockholder in connection
with the Business Combination: Bushansky v. Switchback Energy Acquisition Corporation, et al. , Index No. 656119/2020 (Sup.
Ct. N.Y. Cnty.) (together with the Bulsa Complaint, the “Putative Class Action Complaints”). Additionally, on December
15, 2020, a complaint was filed in the United States District Court for the Southern District of New York by a purported Switchback
stockholder in connection with the Business Combination: Ward v. Switchback Energy Acquisition Corporation, et al. , Case
No. 1:20-cv-10577 (S.D.N.Y.) (the “Federal Complaint”). On December 16, 2020, a separate complaint was filed in the
Supreme Court of the State of New York by a purported Switchback stockholder in connection with the Business Combination: Baker
v. Switchback Energy Acquisition Corporation, et al. , Index No. 657063/2020 (Sup. Ct. N.Y. Cnty.) (together with the Federal
Complaint and the Putative Class Action Complaints, the “Complaints”). The Complaints name Switchback and current
members of our board of directors as defendants. The Complaints allege, among other things, breach of fiduciary duty claims against
our board of directors in connection with the Business Combination. The Complaints also allege that the proxy statement/prospectus/consent
solicitation statement related to the Business Combination is materially misleading and/or omits material information concerning
the Business Combination, including, with respect to the Federal Complaint, in violation of Sections 14(a) and 20(a) of the Exchange
Act. The Complaints generally seek injunctive relief, unspecified damages and awards of attorneys’ and experts’ fees,
among other remedies.
Item 4.
Mine Safety Disclosures.
Not
applicable.
43
PART
II
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