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): ~~August~~September 3019, 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 51.~~02.~~01 ~~Departure~~Entry ofInto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreement

~~Officer~~Spin ~~Appointment~~Acquisition and Purchase Agreement

On September 5[19], 2023, Bird Global, Inc. (the ~~Board~~“Company”) announced the acquisition by its ~~appointment~~wholly-owned ofsubsidiary HBird Rides, Inc., ~~Joseph~~a ~~Prodan~~Delaware tocorporation ~~succeed~~(“Bird ~~Michael~~Rides”) ~~Washinushi~~of as100% of the ~~Company’s~~stock ~~Chief~~of ~~Financial~~Skinny ~~Officer~~Labs, ~~effective~~Inc. ond/b/a ~~August~~Spin, 30a Delaware corporation (“Spin”), ~~2023. As~~from ~~previously~~Tier ~~disclosed~~Mobility inSE, a ~~Current~~company ~~Report~~incorporated onin ~~Form~~Germany ~~8-K~~with ~~filed~~registered bynumber HRB 236551 B (“Seller”), pursuant to the ~~Company~~terms onof ~~August~~a 9,stock ~~2023,~~purchase ~~Mr.~~agreement ~~Washinushi~~(the ~~will~~“Purchase ~~continue~~Agreement”), toentered ~~serve~~into asby and among the Company’s, ~~Interim~~Bird ~~Chief~~Rides, ~~Executive~~Seller ~~Officer~~and Spin (the “Acquisition”) on September [19], 2023, (the “Closing Date”).

~~Mr.~~The ~~Prodan~~aggregate consideration paid, ~~age~~or 54that will be paid, ~~served~~by asthe Company and Bird Rides for the ~~Chief~~transactions ~~Financial~~contemplated ~~Officer~~by the Purchase Agreement, is $19 million (the “Purchase Price”), which is comprised of ~~Flexiti~~(a) $10 million in cash, (b) $6 million in the form of a ~~technology~~secured ~~company~~vendor ~~providing~~take-back ~~buy~~promissory ~~now~~note (the “VTB Consideration”), and ~~pay~~(c) ~~later~~$3 ~~solutions~~million ~~from~~in ~~July~~hold-back ~~2018~~consideration ~~until~~comprised ~~December~~of ~~2019.~~$1 ~~Previously,~~million ~~Mr.~~in ~~Prodan~~cash ~~served~~(the as“Cash ~~Chief~~Hold-Back) ~~Financial~~and ~~Officer~~$2 million of ~~TeraGo~~the ~~Networks~~Company’s Class A common stock, ~~from~~par ~~February~~value ~~2014~~$0.0001 ~~until~~per ~~March~~share ~~2017~~(the “Common Stock”) (the “Stock Hold-Back,” and ~~Chief~~together ~~Financial~~with ~~Officer~~the ofCash ~~Mobilicity~~Hold-Back, ~~from~~the ~~November~~“Hold-Back ~~2009~~Consideration”). ~~until~~The ~~May~~number ~~2013,~~of ~~where~~shares heof ~~was~~Common ~~responsible~~Stock ~~for~~in ~~overseeing~~the ~~finance,~~Stock ~~human~~Hold-Back ~~resources~~will ~~and~~be ~~legal~~determined ~~functions.~~based ~~Mr.~~upon ~~Prodan~~the ~~currently~~volume-weighted ~~serves~~average onprice of Common Stock over the ~~board~~thirty of(30) ~~directors~~consecutive oftrading ~~NamSys,~~days ~~Inc~~ending on the Closing Date. The ~~(TSX~~VTB Consideration and Hold-V:Back ~~CTZ)~~Consideration ~~since~~are ~~April~~subject ~~2017.~~to ~~Mr.~~adjustment ~~Prodan~~for ~~has~~any apost-closing ~~BA,~~working ~~Economics,~~capital ~~from~~adjustments ~~Wilfrid~~to ~~Laurier~~the ~~University~~Purchase Price; breaches of representations, warranties, and iscovenants; aand ~~certified~~for ~~public~~certain ~~accountant~~indemnification ~~(CPA~~obligations ~~Canada)~~of the Seller.

~~Compensation~~The ~~Letter~~Purchase Agreement contains representations, warranties and covenants that the respective parties made to each other as of the respective date of the Purchase Agreement, or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. In particular, the assertions embodied in the representations and warranties in the Purchase Agreement were made as of a specified date, are modified or qualified by information in one or more confidential disclosure letters or disclosure schedules prepared in connection with the execution and delivery of Purchase Agreement may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Purchase Agreement are not necessarily characterizations of the actual state of facts about the Company, Bird Rides, Seller or Spin, or the other parties at the time they were made or otherwise and should only be read in conjunction with the other information that the Company makes publicly available in reports, statements and other documents filed with the Securities and Exchange

OnCommission ~~August~~(the ~~30,~~“SEC”). ~~2023,~~The inPurchase ~~connection~~Agreement also contains customary indemnification provisions by the Company and Seller with ~~Mr.~~respect ~~Prodan’s~~to ~~appointment,~~breaches of representations and warranties and the ~~Board~~performance ~~approved~~of ~~entering~~post-closing ~~into~~covenants. anIndemnification ~~Employment~~claims ~~Letter~~will ~~Agreement~~survive (the ~~“Letter~~closing ~~Agreement”~~for (i) with ~~Mr.~~respect ~~Prodan.~~to ~~The~~breaches ~~material~~of ~~terms~~general representations and warranties, 18 months, (ii) with respect to breaches of fundamental representations and warranties, until the ~~Letter~~expiration ~~Agreement~~of ~~are~~the ~~described~~applicable ~~below~~statute of limitations, and (iii) with respect to post-closing covenants, in accordance with their terms or until fully performed.

~~Under~~The ~~the~~foregoing ~~Letter~~description ~~Agreement, Mr. Prodan is entitled to receive an annual base salary~~ of ~~$350,000,~~the ~~pro-rated~~Purchase ~~for~~Agreement ~~any~~is ~~partial~~not ~~year~~complete ofand ~~employment.~~is Insubject ~~addition~~to, ~~during~~and ~~calendar~~qualified ~~years~~in ~~2023~~its ~~and~~entirety ~~2024~~by, hereference ~~is eligible~~ to ~~earn~~the ~~annual~~Purchase ~~and quarterly cash performance bonuses (each~~Agreement, a ~~“performance~~copy ~~bonus”) based on the achievement~~ of ~~adjusted~~which ~~EBITDA,~~is ~~free~~filed ~~cash~~with ~~flow~~this ~~and~~Current ~~net~~Report ~~revenue~~on ~~goals.~~Form ~~The~~8-K ~~maximum~~(this ~~potential~~“Current ~~bonus~~Report”) ~~opportunity~~as ~~for~~Exhibit Mr2.1 ~~Prodan for a single calendar year is equal to $168,735~~ and ~~$246,084,~~incorporated ~~for~~by ~~2023~~reference ~~and 2024, respectively~~herein.

~~Pursuant~~Senior toSecured ~~the~~Promissory ~~Letter~~Note ~~Agreement,~~- ~~Mr.~~VTB Prodan will be granted one or more awards of restricted stock units (“RSUs”) covering shares of the Company’s Class A Common Stock under the Company’s 2021 Incentive Award Plan (the “2021 Plan”). The material terms and conditions of such awards are described below in the section entitled, “Equity Award.”Note

InOn ~~addition~~the Closing Date, ~~under~~pursuant to the ~~Letter~~Purchase Agreement and in satisfaction of the VTB Consideration, ifBird MrRides issued to Seller a secured promissory note in the principal amount of $6 million (the “Note”). Under ~~Prodan~~the ~~experiences~~Purchase Agreement and the Note, Spin, as guarantor and as a ~~termination~~wholly-owned subsidiary of ~~employment~~the ~~without~~Company, delivered to the Seller a guarantee and security agreement (the “~~cause~~Security Agreement”) orsecured by Mr[certain assets of Spin, certain existing and new licenses and permits; and all amounts received or receivable under any or all of, the foregoing licenses and permits and all rents, profits and products of the foregoing]. ~~Prodan~~The Company guaranteed the Note on an unsecured basis. The principal amount of the Note is to be repaid in three installments, which due on October 19, 2023, December 31, 2023 and April 24, 2024, together with interest thereon. The Note bears interest at the rate of 8.0% per annum from the Closing Date until the unpaid balance is paid in full. The Note provides for ~~“good~~certain ~~reason”~~representations ~~(each~~and warranties, covenants and events of default. Upon the occurrence and during the continuation of an Event of Default (as defined in the ~~applicable Letter Agreement~~Note), ~~then~~the heinterest ~~will~~rate ~~receive:~~shall be increased by an additional 5.0% per annum.

•aThe ~~cash~~foregoing ~~amount~~descriptions ~~equal~~of tothe 6Note ~~months~~and ofthe ~~his~~Security ~~annual~~Agreement ~~base~~are ~~salary~~not ~~then~~complete inand ~~effect~~are subject to, ~~payable~~and qualified in ~~substantially~~their ~~equal~~entirety ~~installments~~by, ~~over~~reference to the ~~6-month~~Note ~~period~~and ~~following~~ the ~~termination~~Security ~~date~~Agreement, ~~and~~a ~~will~~copy beof ~~extended~~each tois ~~12-months~~filed ifwith ~~the~~this ~~termination~~Current ~~occurs~~Report ~~during~~as ~~the~~Exhibits ~~12-month~~4.1 ~~period~~and ~~following~~10.1 aand ~~Change~~incorporated inby ~~Control;~~reference herein.

~~•company-subsidized~~Amended ~~healthcare coverage for up to 6 months following the date of termination, at the same levels~~ and ~~same~~Restated ~~cost~~Loan ~~to him as in effect immediately prior to the termination, and will be extended up to 12-months if the termination occurs during the 12-month period following a Change in Control: and~~Agreement

~~•all~~On ~~time-vesting~~the ~~equity~~Closing ~~awards~~Date, ~~then~~the ~~held~~Company, byas ~~Mr.~~parent, ~~Prodan~~Bird ~~that~~Rides, ~~will~~as ~~become~~borrower, ~~vested~~and oncertain another ~~accelerated~~subsidiaries ~~basis~~of the Company, as ofguarantors, entered into that certain Amended and Restated Loan Agreement (the ~~termination~~“Loan ~~date~~Agreement”) with ~~respect~~MidCap toFinancial ~~the~~Trust, ~~number~~as ofadministrative ~~shares~~agent, ~~underlying~~and the ~~award~~lenders party thereto, to amend and restate, in its entirety, that ~~would~~certain ~~have~~Loan ~~vested~~and ~~during~~Security ~~the~~Agreement, ~~6-month~~dated ~~period~~as ~~following~~of ~~the~~April ~~termination~~27, ~~date~~2021 ~~(had~~by heand ~~remained~~among ~~employed~~Bird ~~during~~US ~~such~~Opco, ~~period~~LLC, as borrower, Bird US Holdco, LLC, as holdco guarantor, and ~~calculated~~MidCap Financial Trust, as ~~though~~administrative agent, and the ~~award~~lenders ~~vests~~party onthereto (as amended prior to the Closing Date)). The Amended and Restated Loan Agreement provides for, among other things, (a) ~~monthly~~an ~~basis~~additional ~~from~~advance of $6 million, to be used for, among other things, the ~~applicable~~completion ~~vesting~~of ~~commencement~~the ~~date~~transactions contemplated under the Purchase Agreement, (b) an extension of the maturity date of the loan to July 12, 2025, (c) amendments to the monthly amortization payment amounts and ~~will~~(d) ~~vest~~the extension of the senior security in ~~full~~favor ifof the ~~termination~~Administrative ~~occurs~~Agent ~~during~~to include substantially all of the ~~12-month~~assets ~~period~~of ~~following~~the aCompany, ~~Change~~Bird inRides ~~Control~~and certain of the Company’s other material US subsidiaries.

~~The~~In ~~severance~~connection ~~payments~~with ~~and~~the ~~benefits~~Loan ~~described~~Agreement, ~~above~~the ~~will~~Company, beBird ~~conditioned~~Rides ~~upon~~and certain other material US subsidiaries of the ~~executive’s~~Company, ~~timely~~as ~~execution~~guarantors, entered into that certain Amended and ~~non-revocation~~Restated ofGuarantee (the ~~Company’s~~“Senior ~~standard~~Guarantee”) ~~general~~granting ~~release~~a guarantee of ~~all~~the ~~claims~~obligations under the Loan Agreement and other Transaction Documents (as defined in athe ~~form~~Loan ~~prescribed~~Agreement) byin favor of the ~~Company~~Administrative Agent and the Lenders.

~~Equity~~As ~~Award~~security for obligations of the grantors under the Amended and Restated Loan Agreement and other Transaction Documents (as defined in the Loan Agreement), the Senior Guarantee and other Transaction Documents, the Company, Bird Rides and certain other material US subsidiaries of the Company, as grantors, entered into that certain Amended and Restated Pledge and Collateral Agreement (the “Senior Security Agreement”), to grant a senior security interest on substantially all of their present and after acquired property and assets in favor of the Administrative Agent, as collateral agent.

OnThe ~~August~~foregoing ~~30,~~descriptions ~~2023,~~of the ~~Board~~Amended ~~approved~~and anRestated ~~award~~Loan toAgreement, ~~Mr.~~the ~~Prodan~~MidCap ~~granting~~Amended ~~him~~and ~~RSUs~~Restated ~~covering~~Guarantee ~~75,000~~and ~~shares of~~ the ~~Company’s~~MidCap ~~Class~~Amended Aand ~~Common~~Restated ~~Stock~~Collateral ~~(the~~Agreement ~~“RSU~~are ~~Award”)~~not ~~under~~complete ~~the~~and ~~2021~~are ~~Plan.~~qualified ~~The~~in ~~RSU~~their ~~Award~~entirety ~~will~~by ~~vest~~reference as to ~~1/12 of~~ the ~~total~~full ~~RSUs~~text ~~underlying~~of ~~the~~such ~~award on December 1~~agreements, ~~2023,~~copies ~~and~~of ~~1/12~~which ~~each~~are offiled ~~the~~as ~~first~~Exhibits 114.2, ~~quarterly~~10.2 ~~anniversaries~~and ~~thereafter~~10.3, ~~subject~~respectively, to ~~Mr.~~this ~~Prodan’s~~Current ~~continued~~Report ~~employment~~and ~~through~~are ~~the~~incorporated ~~applicable~~by ~~vesting~~reference ~~date~~herein.

InSecond ~~addition,~~Amendment ~~pursuant~~ to ~~Exhibit~~Note CPurchase ~~to the Letter~~ Agreement, ~~Mr.~~and ~~Prodan~~Intercreditor will be eligible to receive two additional awards of RSUs, covering up to 45,000 shares of Class A Common Stock (the “Performance-Vesting RSUs”). The Performance-Vesting RSUs will be granted to Mr. Prodan following the attainment of applicable stock price goals, at any time during the Performance Period (as defined in the applicable Letter Agreement). The stock price goals for the Performance-Vesting RSUs have not yet been set or approved by the Board. Upon the approval of the definitive terms of the Performance-Vesting RSUs, a revised Exhibit C to the Letter Agreement will be filed as an exhibit to a subsequent current report on Form 8-K.

~~The~~As ~~RSU~~a ~~Award~~condition of the Loan Agreement, on the Closing Date, the Company, as issuer, U.S. Bank, National Association, as collateral agent (the “Collateral Agent”), and ~~Performance-Vesting~~the ~~RSUs~~several ~~will~~purchasers befrom ~~subject~~time to ~~accelerated~~time ~~vesting~~party ~~provisions~~there in(“Purchasers”), ~~connection~~entered ~~with~~into that certain ~~events~~Second Amendment to Note Purchase Agreement (the “Second Amendment”) to further amend that certain Note Purchase Agreement, dated as ~~described~~of ~~above~~December 30, 2022, as amended by that certain First Amendment to Note Purchase Agreement, dated as of March 17, 2023, by and among the Company, the Collateral Agent and the Purchasers (collectively, the “Note Purchase Agreement”).

~~The~~In ~~foregoing~~connection ~~description~~with of the ~~Letter~~Second ~~Agreement~~Amendment, isthe ~~not~~Company, ~~complete~~Bird Rides and iscertain ~~qualified~~other inmaterial ~~its~~US ~~entirety~~subsidiaries byof ~~reference~~the toCompany, ~~the~~as ~~full~~guarantors, ~~text~~entered ofinto ~~such~~that ~~agreement,~~certain Amended and Restated Guarantee (the “Note Guarantee”) granting a ~~copy~~guarantee of ~~which~~the isobligations ~~filed~~under the Note Purchase Agreement and other Note Documents (as ~~Exhibit~~defined ~~10.01~~in tothe ~~this~~Note ~~Current~~Purchase ~~Report~~Agreement) ~~and~~in isfavor ~~incorporated~~of bythe ~~reference~~Collateral ~~herein~~Agent and the Purchasers.

~~Amendments~~As security for obligations of the grantors under the Note Purchase Agreement, the Note Guarantee and other Note Documents, the Company, Bird Rides and certain other material US subsidiaries of the Company, as grantors, entered into that certain Amended and Restated Pledge and Collateral Agreement (the “Note Security Agreement”) to ~~Non-Employee~~grant ~~Director~~a ~~Compensation~~security ~~Plan~~interest on substantially all of their present and ~~Interim~~after ~~CEO~~acquired ~~Employment~~property ~~Letter~~and assets in favor of the Collateral Agent.

~~Upon~~In ~~the~~addition, ~~recommendation~~in ofconnection with the ~~Compensation~~Loan ~~Committee~~Agreement ofand the ~~Company’s~~Second ~~Board~~Amendment, the ~~Board~~Purchasers, ~~approved~~the toCollateral ~~amend~~Agent and the ~~Non-Employee~~Administrative ~~Director~~Agent, ~~Compensation~~amended ~~Plan~~and ~~(the~~restated, ~~"Plan")~~in its entirety, that certain Subordination and ~~temporarily~~Intercreditor ~~amend~~Agreement ~~the~~dated ~~Employment~~as ~~Letter~~of December 30, ~~dated~~2022, ~~January~~as amended and supplemented by Supplement and Amendment No. 1 to the Intercreditor Agreement dated as of March 17, 2023 pursuant to that certain Amended and Restated Subordination and Intercreditor Agreement by and among the Purchasers, ~~between~~as ~~Bird~~subordinate ~~Rides~~lender, ~~Inc.~~the Collateral Agent, as subordinated collateral agent and ~~Mr.~~the ~~Washinushi~~Administrative Agent and acknowledged by the Company, Bird Rides and certain other subsidiaries of the Company (the ~~"Employment~~“Intercreditor ~~Letter"~~Agreement”).

~~Commencing~~The ~~with~~foregoing ~~the~~descriptions ~~cash~~of ~~compensation~~the ~~due~~Second toAmendment, ~~Directors for~~ the ~~second~~Note ~~quarter of 2023~~Guarantee, the ~~Plan~~Note isSecurity ~~temporarily~~Agreement ~~amended~~and ~~such that~~ the ~~cash~~Intercreditor ~~compensation~~Agreement ~~for~~are ~~Directors~~not ~~shall~~complete ~~be made with 50% payment in cash,~~ and ~~the~~are ~~remaining~~qualified ~~50%~~ in ~~immediately~~their ~~vested~~entirety ~~RSUs,~~by ~~where~~reference ~~the~~to ~~number of RSUs will be calculated using~~ the ~~volume-weighted~~full ~~average~~text ~~closing~~of ~~per-share~~such ~~trading~~agreements, ~~price~~copies of ~~Company’s~~which ~~Class~~are Afiled ~~Common~~as ~~Stock~~Exhibits ~~over~~4.3, ~~the~~10.4, ~~ten~~10.5 ~~trading~~and ~~day period (the “~~10~~-day~~.6, ~~VWAP”)~~respectively, ~~ending immediately prior~~ to ~~the~~this ~~first~~Current ~~day~~Report ~~of January, April, July~~ and ~~October,~~are ~~plus~~incorporated ~~25%~~by ~~premium~~reference herein.

InItem ~~addition,~~2.01. ~~effective~~Completion ~~September~~of 1,Acquisition ~~2023,~~or ~~the~~Disposition ~~Plan is amended to include that an Eligible Director (as defined in the Plan) serving as Board Chair shall be eligible to receive an additional annual retainer~~ of ~~$45,000 for such service~~Assets.

~~Effective~~The oninformation ~~the Start Date~~included, ~~the~~or ~~Employment~~incorporated ~~Letter~~by ~~temporarily~~reference, ~~amends~~in ~~the~~Item ~~base salary of Mr~~1.01 ~~Washinushi such that 80%~~ of ~~his~~this ~~base~~Current ~~salary~~Report is ~~paid~~incorporated inby ~~cash,~~reference ~~and~~into ~~the~~this ~~remaining~~Item ~~20%~~2.01 ~~is made in immediately vested RSUs, where the number~~ of ~~RSUs~~this ~~will~~Current ~~be calculated using the 10-day VWAP ending immediately prior to the day prior to the payroll cycle end date, plus 25% premium~~Report.

~~The~~Item ~~Board~~2.03. ~~may~~Creation ~~review,~~of ~~change~~a orDirect ~~end~~Financial ~~the~~Obligation ~~temporary~~or ~~compensation~~an ~~program~~Obligation ~~for~~under ~~the~~an ~~non~~Off-~~employee~~Balance ~~Directors~~Sheet ~~and~~Arrangement ~~the~~of ~~interim~~a ~~Chief Executive Officer at its discretion in the future~~Registrant.

The information included, or incorporated by reference, in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03 of this Current Report.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth under the caption “Spin Acquisition Agreement” in Item 1.01 is incorporated herein by reference. None of the shares of Common Stock to be issued in connection with the Acquisition will be registered under the Securities Act of 1933, as amended (the “Securities Act”), at the time of sale, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D

promulgated thereunder. This filing does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Item 7.01 Regulation FD Disclosure.

On the Closing Date, the Company issued a press release announcing the closing of the Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference.

The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.						Description
10.1						Letter Agreement, dated August 25, 2023, by and between Bird Rides, Inc. and Joseph Prodan.
2.1*						Stock Purchase Agreement, dated September 19, 2023, by and among Bird Global, Inc., a Delaware corporation (“Parent”), Bird Rides, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquiror”), Skinny Labs, Inc. (d/b/a “SPIN”), a Delaware corporation (the “Company”), and Tier Mobility SE, a company incorporated in Germany with registered number HRB 236551 ("Seller”).
4.1*						Senior Secured Promissory Note, dated September 19, 2023, issued by Bird Rides, Inc. to Tier Mobility SE.
4.2*						Amended and Restated Loan Agreement, dated September 19, 2023, by and among Bird Rides, Inc. (the “Borrower”), Bird Global, Inc. (the “Parent”), the Persons from time to time party hereto as Lenders; and MidCap Financial Trust (“MidCap”), as Administrative Agent.
4.3*						Second Amendment to Note Purchase Agreement, dated September 19, 2023, by and among Bird Global, Inc., a Delaware corporation (the “Issuer”), each of the Purchasers signatory hereto and U.S. Bank Trust Company, National Association, as collateral agent (the “Collateral Agent”).
10.1*						Limited Recourse Guarantee and Security Agreement, dated September 19, 2023, by and among Skinny Labs, Inc., a Delaware corporation (d/b/a “SPIN”) (“Skinny Labs”) and Bird Global Inc., a Delaware corporation (“Parent”, and together with Skinny Labs, each, a “Guarantor” and collectively, the “Guarantors”), in favor of Tier Mobility SE, a company incorporated in Germany with registered number HRB 236551 B (the “Seller”).
10.2*						Amended and Restated Pledge and Collateral Agreement, dated September 19, 2023 by and among Bird Rides, Inc., a Delaware corporation (“Borrower”), Bird Global, Inc. (“Parent”), certain Affiliates of the Borrower party hereto (collectively, together with the Borrower and Parent, the “Grantors”), and MidCap Financial Trust, as Administrative Agent and as collateral agent on behalf of the Secured Parties (in such capacity, the “Collateral Agent”).
10.3*						Amended and Restated Guarantee, dated September 19, 2023, made by Bird Global, Inc. (“Parent”), Bird Rides, Inc. (“Bird Rides”), Bird US Holdco, LLC (“Holdco Guarantor”), Bird US Opco, LLC (“Bird Opco”), Bird Treasury Holdco, LLC (“Treasury”), Scoot Rides, Inc. (“Scoot”), Bird Rides Holdings (US), LLC (“Holdings”, and together with Parent, Bird Rides, Holdco Guarantor, Bird Opco, Treasury, and Scoot, each a “Guarantor”, and collectively the “Guarantors”), is made in favor of MidCap Financial Trust, as Administrative Agent) (the “Administrative Agent”), the Lenders (the “Lenders”) and the other Secured Parties (together with the Lenders and the Administrative Agent, collectively the “Beneficiaries”).
10.4*						Amended and Restated Guarantee, dated as of September 19, 2023, by and among Bird Global, Inc. (“Issuer”), Bird Rides, Inc. (“Bird Rides”), Bird US Holdco, LLC (“Holdco Guarantor”), Bird US Opco, LLC (“Bird Opco”), Bird Treasury Holdco, LLC (“Treasury”), Scoot Rides, Inc. (“Scoot”), and Bird Rides Holding (US), LLC (“Holdings”) (collectively the “Guarantors”), made in favor of U.S. Bank Trust Company, National Association (the “Collateral Agent”), and the Purchasers (the “Purchasers” and the other Secured Parties (together with the Purchasers and the Collateral Agent, collectively the “Beneficiaries”).
10.5*						Amended and Restated Pledge and Collateral Agreement, dated September 19, by and among Bird Global, Inc. (“Issuer”), Bird Rides, Inc., a Delaware corporation (“Bird Rides”), certain Affiliates of the Issuer party hereto (collectively, together with the Issuer and Bird Rides, the “Grantors”), and U.S. Bank Trust Company, National Association as collateral agent on behalf of the Secured Parties (in such capacity, the “Collateral Agent”).
10.6*						Amended and Restated Subordination and Intercreditor Agreement, dated September 19, 2023, by and among the several purchasers from time to time party to the Note Purchase Agreement party hereto (collectively, the “Subordinated Lender”), U.S. Bank Trust Company, National Association (the “Subordinated Collateral Agent”), and MidCap Financial Trust, a Delaware statutory trust (“Agent” and “Lenders,” and collectively with the Agent, the “Senior Lenders”).
99.1						Press Release, dated September 19, 2023
104						Cover page Interactive Data File (embedded within Inline XBRL document)

*To be filed by amendment to this Current Report.

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: September 5, 2023

By:

/s/ Michael Washinushi

Date: September 19, 2023

By:

/s/ Michael Washinushi

Name:

Michael Washinushi

Title:

Interim Chief Executive Officer

Filing Compare · Bird Global, Inc.