Switchback II Corporation
5949 Sherry Lane, Suite 1010
Dallas, TX 75225
Division of Corporation Finance
Office of Manufacturing
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Re: | |
| Draft Registration Statement on Form S-1 |
| Confidentially Submitted on November 2, 2020 |
| CIK No. 0001829730 |
|
|
Ladies and Gentlemen:
Set forth below is the response of Switchback II Corporation (the “Company”) to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated November 24, 2020, with respect to the Draft Registration Statement on Form S-1, CIK No. 0001829730, confidentially submitted to the Commission on November 2, 2020. The Company has filed the Registration Statement (the “Registration Statement”), together with this letter, via EDGAR submission.
For your convenience, the Company’s response is prefaced by the exact text of the Staff’s comment in bold, italicized text.
Draft Registration Statement on Form S-1 submitted November 2, 2020
Exhibits
1. | File the consent of each director nominee as an exhibit to the registration statement. See Rule 438 of Regulation C under the Securities Act. |
RESPONSE: The Company respectfully advises the Staff that the Company has filed a consent of each director nominee as an exhibit to the Registration Statement.
* * * * *
Securities and Exchange Commission
December 18, 2020
Page 2
Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629.
| Very truly yours, | ||
|
|
|
|
| Switchback II Corporation | ||
|
|
|
|
|
|
|
|
| By: | /s/ Jim Mutrie |
|
| Name: | Jim Mutrie |
|
| Title: | Co-Chief Executive Officer and Director |
cc: | Douglas E. McWilliams, Vinson & Elkins L.L.P. |
| E. Ramey Layne, Vinson & Elkins L.L.P. |
| Thomas G. Brandt, Latham & Watkins LLP |
| Ryan J. Maierson, Latham & Watkins LLP |