Switchback Energy Acquisition Corp

Item 5.02 reports that named executive officer John David Vice separated as Chief Revenue Officer effective July 28, 2026 and is expected to leave after a four-month transition, becoming eligible for Executive Severance Plan benefits on a final general release. Item 7.01 reaffirms prior guidance of $100 million to $110 million of revenue for the second quarter ended July 31, 2026, so the cut is presented alongside an unchanged top line.

The proxy discloses a live NYSE listing problem and the exact cure test: on the last trading day of any calendar month during the cure period, the company needs a closing share price of at least $1.00 and an average closing price of at least $1.00 over the 30 trading days ending that day. Board deliberations are described as weighing per-share market price, business developments and actual and projected financial performance — the standard prelude to a reverse split, which is the likely subject of the unnamed third proposal.

The two tranches are priced two months apart and the gap is the story: the 245,000,000 Initial Shares were valued at $14.40, the high-low average on October 14, 2020, while the 5,000,000 Additional Shares are valued at $37.49, the average on December 14, 2020. The extra registration fee is $20,450.80 against $384,984.80 already paid. One inconsistency is on the face of the document: the cover reads Amendment No. 3 while the fee footnote calls the same filing Amendment No. 2.

The two fee-calculation prices in the same table show what happened in between: the original 245,000,000 shares were priced at $14.40, the average of the high and low on October 14, 2020, while the 5,000,000 additional shares are priced at $37.49, the average on December 14, 2020. The rising price is also what drives the extra issuance, since faster option and warrant exercise at ChargePoint enlarges the fully diluted count the exchange ratio is applied to. An additional fee of $20,450.80 is paid on top of the $384,984.80 already paid.

245,000,000 registered shares is the measure of the dilution a Switchback public holder faces, and the fee table treats the whole amount as merger consideration rather than splitting out an earn-out tranche. The document is a combined proxy statement, prospectus and consent solicitation statement, so ChargePoint's own stockholders act by written consent while Switchback's vote at a meeting. The $14.40 used to compute the fee is the average of the high and low trading prices of the Class A common stock on October 14, 2020, stated solely for the fee calculation.

Each ChargePoint share, including preferred stock converted immediately beforehand, becomes Switchback Class A common stock at an exchange ratio determined under the business combination agreement, plus a contingent right to earnout shares. So this first version registers a ceiling of 245,000,000 shares without stating the ratio that fixes how many are actually issued. ChargePoint's outstanding unvested restricted stock is excluded. The document is a combined proxy statement, prospectus and consent solicitation, so Switchback's holders vote while ChargePoint's act by consent.

What changed: 8-K of ChargePoint Holdings, Inc. Item 2.05 (costs associated with exit or disposal activities): on July 29, 2026 the Company implemented a reorganization including a reduction of its current global workforce by approximately 10%. It estimates aggregate restructuring costs of approximately $6 million, primarily severance, employee benefits and related costs and facility-related costs, expects to complete the reorganization during the third quarter of fiscal 2027 and to incur the costs primarily in the second and third quarters of fiscal 2027. Actual amounts may differ materially. Why it matters: Item 5.02 reports that named executive officer John David Vice separated as Chief Revenue Officer effective July 28, 2026 and is expected to leave after a four-month transition, becoming eligible for Executive Severance Plan benefits on a final general release. Item 7.01 reaffirms prior guidance of $100 million to $110 million of revenue for the second quarter ended July 31, 2026, so the cut is presented alongside an unchanged top line.