Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 28, 2023

Bird Global, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-41019

86-3723155

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

392 NE 191st Street #20388

Miami, Florida 33179

(Address of principal executive offices and zip code)

(866) 205-2442

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A common stock, par value $0.0001 per share

BRDS

The New York Stock Exchange

Warrants, each whole warrant exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share

BRDS WS

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth 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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 28, 2023, Travis VanderZanden, Chairperson of the Board of Directors (the "Board") of Bird Global, Inc. (the "Company"), notified the Board that he intends to resign as Chairperson and member of the Board, effective June 30, 2023. Mr. VanderZanden’s resignation is not the result of any dispute or disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company.

Item 7.01. Regulation FD Disclosure.

On June 30, 2023, the Company issued a press release announcing the changes to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

The information in this Item 7.01, including Exhibit 99.1, is being “furnished” pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing and regardless of any general incorporation language in such filing.

Item 8.01. Other Events

Contemporaneously with Mr. VanderZanden's resignation, on June 30, 2023, the Board unanimously appointed John I. Bitove, a current member of the Board, as Chairperson of the Board, effective immediately following Mr. VanderZanden's resignation. Mr. Bitove has served as a member of the Board since January 2023.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description

99.1						Press Release of the Company, dated June 30 , 2023
104						Cover page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Bird Global, Inc.

Date: June 30, 2023

By:

/s/ Michael Washinushi

Name:

Michael Washinushi

Title:

Chief Financial Officer

Bird Appoints John Bitove Chairperson of the Board of Directors MIAMI – June 30, 2023 -- Bird Global, Inc. (NYSE:BRDS), a leader in environmentally friendly electric transportation, today announced the appointment of John Bitove as Chairperson of the Board of Directors, replacing Travis VanderZanden, who has decided to step down to pursue other ventures, effective immediately. “John is stepping into his new role with the full support of management and the Board,” said Shane Torchiana, CEO, Bird. “At the same time, we are grateful for Travis’s incredible contributions over the years to Bird as both the Founder of the company and Board Chair. He has made a lasting impact on the micromobility space and will be greatly missed by everyone at Bird. The Board and the management team fully support his decision and we wish him all the best as he pursues new opportunities.” “I’m filled with gratitude for the incredible journey at Bird and I leave knowing that the talented team, including John and Shane, will carry the torch and achieve even greater heights. I’d like to thank all the employees and partners for their dedication and help along the way. This was not an easy decision, but ultimately I’m excited to get back to my entrepreneurial roots and incubate some new ideas. We are fortunate to have someone of John’s stature to lead our Board during this pivotal time in the company’s path to profitability. As one of the largest shareholders, John has my full support as the new Chairperson of the Board,” added VanderZanden. Bitove has served on the Bird Board since January 2023. He is the Chairman and co-founder of Bird Canada, and investment company Obelysk. Obelysk brought SiriusXM satellite radio to Canada and is a major investor across a portfolio of businesses. Bitove was also the founder of the Toronto Raptors of the NBA. In addition to Bird, Bitove also serves on the boards of a number of private companies and charitable foundations. He holds a B.S. in Marketing from Indiana University, and L.L.B. from the University of Windsor. "I am excited to step into this new role as Chairperson and continue working with my fellow Board members and the Bird leadership team during the company’s next chapter of growth. The energy and enthusiasm of the Board has been incredible since I joined early this year. We’re all passionate about Bird’s prospects and supporting the company in its mission to provide clean, equitable transportation alternatives in cities around the world,” added Bitove. For more information on Bird, visit www.bird.co. About Bird Bird is an electric vehicle company dedicated to bringing affordable, environmentally friendly transportation solutions such as e-scooters and e-bikes to communities across the world. Founded in 2017 by transportation pioneer Travis VanderZanden, Bird’s cleaner, affordable, and on-demand mobility solutions are available in more than 350 cities, primarily across the United States, Canada, Europe, the Middle East, and Australia. We take a collaborative, community-first approach to micromobility. Bird partners closely with the cities in which it operates to provide a reliable and affordable transportation option for people who live and work there. Forward-Looking Statements

This press release contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts may be forward-looking statements. Such forward-looking statements include, but are not limited to, our path to profitability and our future financial performance, operations, operating results and financial condition. We have based these forward-looking statements largely on our current expectations. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, our ability to meet the continued listing requirements of the NYSE; risks related to our relatively short operating history and our new and evolving business model, which makes it difficult to evaluate our future prospects, forecast financial results, and assess the risks and challenges we may face; our ability to achieve or maintain profitability in the future; our ability to retain existing riders or add new riders; our Fleet Managers’ ability to maintain vehicle quality or service levels; our ability to evaluate our business and prospects in the new and rapidly changing industry in which we operate; risks related to the impact of poor weather and seasonality on our business; our ability to obtain vehicles that meet our quality specifications in sufficient quantities on commercially reasonable terms; our ability to compete successfully in the highly competitive industries in which we operate; risks related to our substantial indebtedness; our ability to secure additional financing; risks related to the effective operation of mobile operating systems, networks and standards that we do not control; risks related to action by governmental authorities to restrict access to our products and services in their localities; risks related to claims, lawsuits, arbitration proceedings, government investigations and other proceedings to which we are regularly subject; risks related to compliance, market and other risks, including the ongoing conflict between Ukraine and Russia, in relation to any expansion by us into international markets; any continuing impact of the COVID-19 pandemic on our business, financial condition, and results of operations; risks related to the impact of impairment of our long-lived assets and the other important factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, and described from time to time in our future reports filed with the Securities and Exchange Commission. The forward-looking statements in this press release are based upon information available to us as of the date of this press release and while we believe such information forms a reasonable basis for such statements, these statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this press release, whether as a result of any new information, future events or otherwise. Contacts Investor Contact Investor@bird.co Media Contact Press@bird.co Source: Bird Global, Inc.

Cover	Jun. 28, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 28, 2023
Entity Registrant Name	Bird Global, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41019
Entity Tax Identification Number	86-3723155
Entity Address, Address Line One	392 NE 191st Street #20388
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33179
City Area Code	(866)
Local Phone Number	205-2442
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001861449
Amendment Flag	false
Common Class A
Entity Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	BRDS
Security Exchange Name	NYSE
Warrant
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	BRDS WS
Security Exchange Name	NYSE