Annual report
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ( Mark One ) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2019 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Delaware to Commission File Number 001-39004 Switchback Energy Acquisition Corporation ( Exact Name of Registrant as Specified in its Charter ) ( State or Other Jurisdiction of Incorporation or Organization ) 5949 Sherry Lane , Suite 1010 Dallas , Texas ( Address of Principal Executive Offices ) 84-1747686 ( I.R.S. Employer Identification No. ) 75225 ( Zip Code ) Registrant's telephone number , including area code : ( 214 ) 368-0821 Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Units , each consisting of one share of Class A common stock and one - third of one warrant Class A common stock , par value $ 0.0001 per share Warrants , each whole warrant exercisable for one share of Class A common stock at an exercise price of $ 11.50 per share Trading Symbol ( s ) SBE.U SBE SBE WS Name of each exchange on which registered The New York Stock Exchange Securities registered pursuant to Section 12 ( g ) of the Act : None The New York Stock Exchange The New York Stock Exchange Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes ☐ No ☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes ☐ No ☑ Indicate by check mark whether the registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes ☑ No ☐ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , ” “ smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer Emerging growth company □ × × ☑ ☑ Accelerated filer Smaller reporting company ☑ ☐ If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . ☐ Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes ☑ No ☐ As of June 30 , 2019 , the last business day of the registrant's most recently completed second fiscal quarter , the registrant's Class A common stock was not listed on any exchange or over - the counter market . The registrant's units , each consisting of one share of Class A common stock and one - third of one warrant , began trading on the New York Stock Exchange on July 26 , 2019. Commencing September 16 , 2019 , holders of the units were permitted to elect to separately trade the shares of Class A common stock and warrants included in the units . On December 31 , 2019 , the last business day of the registrant's most recently completed fourth fiscal quarter , the aggregate market value of the registrant's common stock held by non - affiliates of the registrant was approximately $ 307.8 million based on the closing sales price of the registrant's common stock on such date as reported on the New York Stock Exchange . For purposes of this computation , all officers , directors and 10 % beneficial owners of the registrant of which the registrant is aware are deemed to be affiliates . Such determination should not be deemed to be an admission that such officers , directors or 10 % beneficial owners are , in fact , affiliates of the registrant . As of March 27 , 2020 , 31,411,763 shares of Class A common stock , par value $ 0.0001 per share , and 7,852,941 shares of Class B common stock , par value $ 0.0001 per share , were issued and outstanding . Documents Incorporated by Reference : None .