UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________

FORM 10-Q

______________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2023


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________ to ___________________

Commission File Number: 001-41019

______________________

Bird Global, Inc.

(Exact Name of Registrant as Specified in Its Charter)

______________________


Delaware						86-3723155
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

392 NE 191st Street, #20388 Miami, Florida						33179
(Address of principal executive offices)						(Zip code)

(866) 205-2442

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

______________________

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

Title of each class

TradingSymbol(s)

Name of each exchangeon which registered

Class A Common Stock, $0.0001 par value per share

BRDS

~~New~~OTC ~~York~~Markets ~~Stock~~Group ~~Exchange~~Inc.

Warrants, each whole warrant exercisable for one share of Class A Common Stock

BRDS WS

~~New York Stock Exchange~~

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 x No o

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 x No o

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

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

AsOn ofSeptember ~~August 3~~25, 2023, ~~there~~The ~~were~~New ~~11,548,344~~York ~~shares~~Stock Exchange (“NYSE”) suspended trading of the ~~registrant~~Company’s Class A Common Stock, $0and Warrants.~~0001~~ Beginning ~~par~~on ~~value~~September ~~per share~~29, ~~outstanding~~2023, ~~which~~the ~~includes~~Company’s ~~restricted shares of our~~ Class A Common Stock ~~held~~began bytrading ~~certain~~on ~~equity award holders under~~ the ~~Bird~~OTCQX ~~Global,~~Best ~~Inc.~~Market ~~2021~~under ~~Equity Incentive Plan, as well as restricted shares of Class A Common Stock issued upon early exercises of options, and 1,381,398 shares of~~ the ~~registrant’s~~symbol ~~Class X Common Stock, $0~~“BRDS.~~0001 par value per share, outstanding.~~”

As of November 2, 2023, there were 14,354,438 shares of the registrant’s Class A Common Stock, $0.0001 par value per share, outstanding, which includes restricted shares of our Class A Common Stock held by certain equity award holders under the Bird Global, Inc. 2021 Equity Incentive Plan, as well as restricted shares of Class A Common Stock issued upon early exercises of options, and 1,381,398 shares of the registrant’s Class X Common Stock, $0.0001 par value per share, outstanding.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 (unaudited)	4
	Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 (unaudited)	4
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 (unaudited)	5
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 (unaudited)	5
	Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and six months ended June 30, 2023 and 2022 (unaudited)	6
	Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2023 and 2022 (unaudited)	6
	Condensed Consolidated Statements of Stockholders’ (Deficit) Equity for the three and six months ended June 30, 2023 and 2022 (unaudited)	7
	Condensed Consolidated Statements of Stockholders’ (Deficit) Equity for the three and nine months ended September 30, 2023 and 2022 (unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited)	9
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited)	10
	Notes to Condensed Consolidated Financial Statements (unaudited)	1011
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2630
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4852
Item 4.	Controls and Procedures	4853
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	5054
Item 1A.	Risk Factors	5055
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5062
Item 3.	Defaults Upon Senior Securities	5062
Item 4.	Mine Safety Disclosures	5062
Item 5.	Other Information	5062
Item 6.	Exhibits	5163
Signatures		5264

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Bird Global, Inc.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands, except per share amounts and number of shares)

June 30, 2023

December 31, 2022

September 30, 2023

December 31, 2022

Assets

Current assets:

Cash and cash equivalents

610,~~806~~235

33,469

Restricted cash and cash equivalents—current

42,~~313~~964

4,978

Accounts receivable, net

~~790~~1,241

2,188

Inventory

1,~~477~~842

1,535

Prepaid expenses and other current assets

11,818

22,615

Prepaid expenses and other current assets, net

12,635

22,615

Total current assets

2528,~~204~~917

64,785

Restricted cash and cash equivalents—non current

~~625~~560

598

Vehicle deposits

43,~~979~~184

48,783

Vehicles, net

85107,~~693~~056

100,088

Goodwill

3029,~~083~~815

—

Other assets

912,~~429~~905

11,402

Total assets

~~195~~222,~~013~~437

225,656

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

2129,~~469~~615

20,235

Accrued expenses

2831,~~520~~722

33,413

Deferred revenue

4348,~~161~~736

47,820

Notes payable—current

2119,~~014~~131

22,200

Other current liabilities

826,~~330~~251

10,950

Total current liabilities

~~122~~155,~~494~~455

134,618

Notes payable—non current (including $58.9 million at June 30, 2023 and $30.1 million at December 31, 2022 of Convertible Senior Secured Notes measured at fair value)

75,988

56,205

Notes payable—non current (including $59.0 million at September 30, 2023 and $30.1 million at December 31, 2022 of Convertible Senior Secured Notes measured at fair value)

83,160

56,205

Derivative liabilities

~~840~~26

1,892

Other liabilities

68,~~616~~958

7,831

Total liabilities

~~205~~247,~~938~~599

200,546

Commitments and contingencies (Note 12)

Stockholders’ (Deficit) Equity

Class A common stock, $0.0001 par value, 40,000,000 shares authorized, and 11,412,129 and 10,507,830 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively, and Class X common stock, $0.0001 par value, 2,000,000 shares authorized, 1,381,398 shares issued and outstanding as of June 30, 2023 and December 31, 2022

Class A common stock, $0.0001 par value, 40,000,000 shares authorized, and 14,183,016 and 10,507,830 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively, and Class X common stock, $0.0001 par value, 2,000,000 shares authorized, 1,381,398 shares issued and outstanding as of September 30, 2023 and December 31, 2022

Additional paid-in capital

1,~~589~~596,~~717~~449

1,572,576

Accumulated other comprehensive loss

(78,~~171~~328)

(7,621)

Accumulated deficit

(1,~~593~~613,~~503~~315)

(1,539,875)

Total stockholders’ (deficit) equity

(1025,~~925~~162)

25,110

Total liabilities and stockholders’ equity

~~195~~222,~~013~~437

225,656

See Accompanying Notes to Condensed Consolidated Financial Statements

Bird Global, Inc.

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except per share amounts and number of shares)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2023

2022

2023

2022

Revenues:

Revenues from sharing

4651,~~764~~923

6067,~~623~~279

75127,~~281~~204

90158,~~830~~109

Revenues from platform partner services

~~662~~923

1,~~867~~479

12,~~356~~279

24,~~606~~085

Revenues from product sales

~~908~~1,484

4,~~275~~101

12,~~234~~718

812,~~703~~805

Total revenues

4854,~~334~~330

6672,~~765~~859

77132,~~871~~201

~~102~~174,~~139~~999

Cost of revenues:

Cost of sharing, exclusive of depreciation

2023,~~364~~666

3331,~~551~~262

3458,~~444~~110

5485,~~603~~665

Depreciation on sharing vehicles

79,~~683~~411

1811,~~424~~681

1726,~~518~~929

2739,~~364~~045

Total cost of sharing

2833,~~047~~077

5142,~~975~~943

5185,~~962~~039

81124,~~967~~710

Cost of platform partner services

~~324~~391

~~529~~579

~~606~~997

~~863~~1,447

Cost of product sales

~~613~~1,623

51,~~734~~626

~~868~~2,491

911,~~963~~779

Impairment of product sales inventory

—

~~31,769~~—

—

31,769

Total cost of revenues

2835,~~984~~091

9045,~~007~~148

5388,~~436~~527

~~124~~169,~~562~~705

Total gross profit (loss)

19,350

(23,242)

24,435

(22,423)

Total gross profit

19,239

27,711

43,674

5,294

Other operating expenses:

General and administrative

3031,~~424~~390

8416,~~393~~876

6293,~~064~~454

~~169~~185,~~043~~919

Selling and marketing

~~1,184~~963

53,~~359~~177

34,~~119~~082

1013,~~410~~587

Research and development

31,~~734~~412

129,~~324~~386

1012,~~713~~125

2232,~~837~~223

Impairment of assets

—

~~215,822~~—

—

215,822

Loss on Disposal of Fixed Assets

~~741~~107

—

~~741~~848

—

Total operating expenses

3633,~~083~~872

~~317~~29,~~898~~439

76110,~~637~~509

~~418~~447,~~112~~551

Loss from operations

(1614,~~733~~633)

(~~341~~1,~~140~~728)

(5266,~~202~~835)

(~~440~~442,~~535~~257)

Interest income

~~105~~6

814

~~112~~118

8195

Interest expense

(12,~~905~~020)

(23,~~618~~779)

(35,~~874~~894)

(47,~~092~~871)

Other income, net

8,267

23,518

2,288

132,098

Other income (expense), net

(3,884)

2,374

128,214

Loss before income taxes

(1016,~~266~~561)

(~~320~~9,~~232~~377)

(5370,~~676~~237)

(~~312~~321,~~448~~819)

(Benefit from) provision for income taxes

(956)

(48)

121

Provision for income taxes

3,251

389

3,203

515

Net loss

(919,~~310~~812)

(~~320~~9,~~316~~766)

(5373,~~628~~440)

(~~312~~322,~~569~~334)

Loss per share

Basic

(01.7347)

(290.0486)

(45.2266)

(28.4598)

Diluted

(01.7347)

(290.0486)

(45.2266)

(28.4598)

Weighted-average shares of common stock outstanding, basic and diluted

Basic

1213,~~778~~485,~~686~~315

11,~~031~~387,~~487~~016

12,~~714~~974,~~504~~265

1011,~~987~~122,~~881~~388

Diluted

1213,~~778~~485,~~686~~315

11,~~092~~387,~~344~~016

12,~~714~~974,~~504~~265

11,~~029~~122,~~365~~388

See Accompanying Notes to Condensed Consolidated Financial Statements

Bird Global, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited, in thousands)

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net loss	$	(919,~~310~~812)	$	(~~320~~9,~~316~~766)	$	(5373,~~628~~440)	$	(~~312~~322,~~569~~334)
Other comprehensive loss, net of tax:
Change in currency translation adjustment	(111,157)		(113,~~563~~180)		~~450~~(707)		(1619,~~036~~216)
Other comprehensive (loss) income	(11)		(11,563)		450		(16,036)
Other comprehensive loss	(1,157)		(3,180)		(707)		(19,216)
Total comprehensive loss	$	(920,~~321~~969)	$	(~~331~~12,~~879~~946)	$	(5374,~~178~~147)	$	(~~328~~341,~~605~~550)

See Accompanying Notes to Condensed Consolidated Financial Statements

Bird Global, Inc.

Condensed Consolidated Statements of Stockholders’ (Deficit) Equity

(Unaudited, in thousands, except number of shares)

	Common Stock
	Shares	Amount		AdditionalPaid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ (Deficit) Equity
Balance at December 31, 2021	10,904,958	$	27	$	1,475,300	$	7,538	$	(1,181,134)	$	301,731
Net income								7,748		7,748
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises	33,744	—		169						169
Issuance of Common Stock through settlement of restricted stock units	72,690	—								—
Shares of Common Stock withheld related to net share settlement	(24,318)	—		(1,903)						(1,903)
Stock-based compensation expense				48,704						48,704
Foreign currency translation adjustment						(4,473)				(4,473)
Balance at March 31, 2022	10,987,074	$	27	$	1,522,270	$	3,065	$	(1,173,386)	$	351,976
Net loss								(320,316)		(320,316)
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises	9,148	—		88						88
Issuance of Common Stock through settlement of restricted stock units	224,483	1								1
Shares of Common Stock withheld related to net share settlement	(5,778)	—		(108)						(108)
Issuance of Commitment Fee Shares	2,897	—		56						56
Stock-based compensation expense				43,650						43,650
Issuance of Redeemable Convertible Senior Preferred Stock, net of derivatives and issuance costs, and accrual of paid-in kind dividends										—
Foreign currency translation adjustment						(11,563)				(11,563)
Balance at June 30, 2022	11,217,824	$	28	$	1,565,956	$	(8,498)	$	(1,493,~~703~~702)	$	63,784

See Accompanying Notes to Condensed Consolidated Financial Statements

Bird Global, Inc.


	Common Stock
	Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ (Deficit) Equity
Net loss								(9,766)		(9,766)
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises	33,370	—		114						114
Issuance of Common Stock through settlement of restricted stock units	157,736	—								—
Shares of Common Stock withheld related to net share settlement	(14,682)	—		(150)						(150)
Issuance of Common Stock under the Purchase Agreement	269,200	1		3,154						3,155
Issuance of Commitment Fee Shares	2,897	—		32						32
Stock-based compensation expense				(10,316)						(10,316)

Foreign currency translation adjustment						(3,180)				(3,180)
Balance at September 30, 2022	11,666,345	$	29	$	1,558,790	$	(11,678)	$	(1,503,468)	$	43,673

Condensed Consolidated Statements of Stockholders’ (Deficit) Equity

(Unaudited, in thousands, except number of shares)

	Common Stock
	Shares	Amount		AdditionalPaid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ (Deficit) Equity
Balance at December 31, 2022	11,889,227	$	30	$	1,572,576	$	(7,621)	$	(1,539,875)	$	25,110
Net loss								(44,318)		(44,318)
Issuance of Common Stock through Bird Canada Inc. acquisition transaction	728,175	2		3,694						3,696
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises	50,097	—		205						205
Issuance of Common Stock through settlement of restricted stock units	97,682	—		—						—
Shares of Common Stock withheld related to net share settlement	(535)	—		(4)						(4)
Stock-based compensation expense				7,280						7,280
Foreign currency translation adjustment						461				461
Balance at March 31, 2023	12,764,646	$	32	$	1,583,751	$	(7,160)	$	(1,584,193)	$	(7,570)
Net loss								$	(9,310)	(9,310)
Issuance of Common Stock through Bird Canada Inc. acquisition transaction										—
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises	28,793	—		45						45
Issuance of Common Stock through settlement of restricted stock units	88	—		—						—
Shares of Common Stock withheld related to net share settlement										—
Stock-based compensation expense				5,921						5,921
Foreign currency translation adjustment						$	(11)			(11)
Balance at June 30, 2023	12,793,527	$	32	$	1,589,717	$	(7,171)	$	(1,593,503)	$	(10,925)

See Accompanying Notes to Condensed Consolidated Financial Statements


	Common Stock
	Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ (Deficit) Equity
Balance at December 31, 2022	11,889,227	$	30	$	1,572,576	$	(7,621)	$	(1,539,875)	$	25,110
Net loss								(44,318)		(44,318)
Issuance of Common Stock through Bird Canada Inc. acquisition transaction	728,175	2		3,694						3,696
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises	50,097	—		205						205
Issuance of Common Stock through settlement of restricted stock units	97,682	—		—						—
Shares of Common Stock withheld related to net share settlement	(535)	—		(4)						(4)
Stock-based compensation expense				7,280						7,280
Foreign currency translation adjustment						461				461
Balance at March 31, 2023	12,764,646	$	32	$	1,583,751	$	(7,160)	$	(1,584,193)	$	(7,570)
Net loss								$	(9,310)	(9,310)
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises	28,793	$	—	45						45
Issuance of Common Stock through settlement of restricted stock units	88	$	—	—						—
Stock-based compensation expense				5,921						5,921
Foreign currency translation adjustment						(11)				(11)
Balance at June 30, 2023	12,793,527	$	32	$	1,589,717	$	(7,171)	$	(1,593,503)	$	(10,925)
Net loss	—	$	—	$	—	$	—	(19,812)		(19,812)
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises	12,165	$	—	6		—		—		6
Issuance of Common Stock through settlement of restricted stock units	837,256	—		—		—		—		—

Issuance of Common Stock through Skinny Labs Inc. acquisition transaction	1,608,623	—		2,300		—		—		2,300
Issuance of ATM Facility Shares, net of fees	312,843	—		191		—		—		191
Stock-based compensation expense		—		4,235		—		—		4,235
Foreign currency translation adjustment	—	$	—			(1,157)		—		(1,157)
Balance at September 30, 2023	15,564,414	$	32	$	1,596,449	$	(8,328)	$	(1,613,315)	$	(25,162)

See Accompanying Notes to Condensed Consolidated Financial Statements

Bird Global, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2023		2022
Cash flows from operating activities
Net loss	$	(5373,~~628~~440)	$	(~~312~~322,~~569~~334)
Adjustments to reconcile net loss to net cash used in operating activities:
Mark-to-market adjustments of derivative liabilities and fair valued convertible notes	(12,~~998~~690)		(~~134~~132,~~936~~580)
Impairment of assets	—		215,822
Impairment of product sales inventory	—		31,769
Depreciation and amortization	1828,~~271~~078		2840,~~829~~965
Non-cash vehicle expenses	14,~~799~~938		710,~~160~~328
Loss on disposal of vehicles	~~741~~848		—
Stock-based compensation expense	1317,~~201~~436		9282,~~354~~038
Amortization of debt issuance costs and discounts	1,~~188~~805		12,~~127~~348
Bad debt (recovery) expense	(~~118~~330)		45,~~898~~096
Other	~~424~~49		~~(779)~~1,025
Changes in assets and liabilities:
Accounts receivable	1,~~612~~966		(12,~~223~~327)
Inventory	1,~~368~~886		714,~~725~~686
Prepaid expenses and other current assets	58,~~051~~302		(1316,~~332~~912)
Other assets	~~416~~933		~~266~~83
Accounts payable	~~974~~5,271		1110,~~642~~514
Deferred revenue	(68,~~535~~159)		611,~~106~~174
Accrued expenses and other current liabilities	(~~3,071~~494)		94,~~703~~602
Other liabilities	(32,~~207~~926)		(1,~~703~~200)
Net cash used in operating activities	(2316,~~512~~527)		(4744,~~141~~903)
Cash flows from investing activities
Proceeds from sale of vehicles	199		—
Business Acquisitions, net of cash acquired	(6,794)		—
Purchases of property and equipment	(168)		(430)
Proceeds from disposal of used vehicles	358		—
Purchases of vehicles	(3,150)		(82,883)
Purchases of property and equipment	(186)		(437)
Net cash used in investing activities	(3,119)		(83,313)
Purchases of vehicles	(3,231)		(86,349)
Net cash used in investing activities	(9,853)		(86,786)
Cash flows from financing activities
Proceeds from borrowings, net of issuance costs	—6,000		95109,~~365~~106
Proceeds from issuance of convertible debt, net of issuance costs	8,~~619~~614		—
Proceeds for the issuance of common stock	250		258
Proceeds from the issuance of common stock	256		372
Payments for taxes related to net share settlement	(4)		(2,011)
Proceeds from issuance of ATM Facility shares, net of fees	191		—
Payment for settlement of debt	(10,225)		(21,452)
Payments for taxes related to net share settlement	(4)		(2,161)
Payment for settlement of debt	(13,494)		(54,706)
Proceeds from issuance of convertible debt from Bird Canada acquisition	994		—
Net cash (used in) provided by financing activities	(366)		72,160
Net cash provided by financing activities	2,557		52,611
Effect of exchange rate changes on cash	(~~304~~1,463)		36,~~498~~889
Net decrease in cash and cash equivalents and restricted cash and cash equivalents	(2725,~~301~~286)		(5472,~~796~~189)
Cash and cash equivalents and restricted cash and cash equivalents
Beginning of period	39,045		159,901
End of period	$	1113,~~744~~759	$	~~105~~87,~~105~~712
Components of cash and cash equivalents and restricted cash and cash equivalents
Cash and cash equivalents	610,~~806~~235		5738,~~140~~529
Restricted cash and cash equivalents	43,~~938~~524		4749,~~965~~183
Total cash and cash equivalents and restricted cash and cash equivalents	$	1113,~~744~~759	$	~~105~~87,~~105~~712

See Accompanying Notes to Condensed Consolidated Financial Statements

~~See Accompanying Notes to Condensed Consolidated Financial Statements~~10

Bird Global, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Organization and Summary of Significant Accounting Policies

Company Overview

Bird Global, Inc. (“Bird Global” and, together with its subsidiaries, “Bird”, the “Company”, “our”, or “we”) was incorporated in Delaware on May 4, 2021, as a wholly owned subsidiary of Bird Rides, Inc. (“Bird Rides”). Bird Global was formed for the purpose of completing the transactions contemplated by the Business Combination Agreement, dated May 11, 2021 (as amended, the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”), by and among Switchback II Corporation (“Switchback”), Maverick Merger Sub Inc., a direct and wholly owned subsidiary of Switchback (“Merger Sub”), Bird Rides, and Bird Global.

Bird is a micromobility company engaged in delivering electric transportation solutions for short distances. The Company partners with cities to bring lightweight, electric vehicles to residents and visitors in an effort to replace car trips by providing an alternative sustainable transportation option. Bird’s offerings include its core vehicle-sharing business and operations (“Sharing”), a white-label offering where partners purchase vehicles from Bird and pay service and license fees for the use of our platform (“Platform”) and sales of Bird-designed vehicles for personal use (“Retail Sales”).

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements (“condensed consolidated financial statements”) include the accounts of the Company and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the "2022 Form 10-K"). All intercompany balances and transactions are eliminated upon consolidation.

The consolidated balance sheet as of December 31, 2022 included herein was derived from the audited annual consolidated financial statements as of that date. The condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive (loss) income, stockholders’ (deficit) equity, and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period.

~~Effective~~Delisting ~~May 18, 2023, the Board approved the reverse split at a ratio~~ of ~~one-for-twenty-five and~~ the Company’s ~~filed~~securities ~~the~~from ~~Certificate of Amendment with~~ the ~~Security of State of the State of Delaware to effect the reverse stock split.~~ NYSE

On September 22, 2023, the Company received a written notice (the “Notice”) from the NYSE that the NYSE would delist the Company’s shares of Class A Common Stock and warrants (the “Securities”) from the Exchange upon market open on September 25, 2023. Beginning September 25, 2023, trading of the Securities was suspended.

NYSE Regulation’s staff decided to delist the Securities because the Company failed to maintain an average global market capitalization of at least $15,000,000 over a consecutive 30 trading day period, as required by Section 802.01B of the NYSE Listed Company Manual. The Company’s board of directors (the “Board”) appealed the NYSE’s determination to delist the Securities. The review of the determination by the Staff of the NYSE is set for December 13, 2023. There can be no assurance of the outcome of any such appeal or that the Exchange will reconsider its decision to delist the Company in light of the appeal.

On September 29, 2023, the Class A Common Stock was listed for trading on the OTCQX, which is the highest tier of the OTC Market. The Class A Common Stock trades under the symbol “BRDS.” The Company cannot provide assurance that its common stock will continue to trade on the OTC Market, that brokers will continue to provide public quotes of the Company’s common stock, that the brokers will develop a market for the Company’s common stock, or that the trading volume of the Company’s common stock will be sufficient enough to generate an efficient trading market.

Reverse Stock Split

Effective May 18, 2023, the Board approved the reverse split at a ratio of one-for-twenty-five and the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware to effect the reverse stock split.

As a result of the reverse stock split, every twenty-five (25) shares of the Class A Common Stock were automatically reclassified and converted into one issued and outstanding share of Class A Common Stock, without any change in par value per share, and every twenty-five (25) shares of the Class X Common Stock were automatically reclassified and converted into one issued and outstanding share of Class X Common Stock, without any change in par value per share. Any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. The Company’s public warrants were not included as part of the reverse stock split, however, the shares for which the public warrants are exercisable, and their exercise price, were adjusted by a corresponding ratio to the reverse stock split. Any fractional shares issued upon exercise of the public warrants were rounded down. Accordingly, all common share and per share data are retrospectively restated to give effect of the reverse stock split for all periods presented herein.

~~Effective as of January 3, 2023, the Company entered into the Share Purchase Agreement with~~ Bird Canada ~~and~~Acquisition certain other parties thereto, which, among other things, resulted in the acquisition of all of the issued and outstanding shares of Bird Canada in exchange for the issuance by Bird Global of an aggregate principal amount of approximately $27.0 million of Share Consideration Notes, 728,175 shares of the Company's Class A Common Stock, and a nominal amount of cash consideration. Bird Canada operations were included in the condensed consolidated financial statements for the quarter.

10Effective as of January 3, 2023, the Company entered into a Share Purchase Agreement with Bird Canada, Inc (“Bird Canada”) and certain other parties thereto, which, among other things, resulted in the acquisition of all of the issued and outstanding shares of Bird Canada in exchange for the issuance by Bird Global of an aggregate principal amount of approximately $27.0 million of its 12% Convertible Senior Secured Notes due in 2027 (the “Share Consideration Notes”), 728,175 shares of the Company's Class A Common Stock, and a nominal amount of cash consideration. Bird Canada operations were included in the condensed consolidated financial statements for the quarter.

Spin Acquisition

Effective as of September 19, 2023, the Company entered into a Share Purchase Agreement (the “Spin Acquisition Agreement”) with Skinny Labs, Inc (“Spin”), acquiring 100% of the stock of Spin in exchange for agreed upon consideration of approximately $19 million before adjustments, which is comprised of (a) $10 million in cash, (b) $6 million in the form of a senior secured vendor take-back promissory note (the “VTB Note Payable”), and (c) $3 million in hold-back consideration comprised of $1 million in cash and $2 million of the Company’s Class A Common Stock, par value $0.0001 per share. The operations of Spin were included in the condensed consolidated financial statements for the quarter.

Accounting Policies

Revenues and Cost of Revenues from Sharing include the activities of the Company’s ride sharing operations involving our in-house managed and fleet manager managed vehicles. Under the Sharing model, the Company retains title to the vehicles in use, and this model is accounted for under Accounting Standards Codification 842 - Leases.

Platform Partner Services Revenue and Cost of Platform Partner Services Revenue include the service fees received from the Company’s platform partners for use of the Company’s proprietary software platform, as well as the costs associated with provision of those services.

Product Sales and Cost of Product sales include the sale of vehicles and spare parts to retail partners, as well as platform partners.

Both Platform Partner Services Revenue and Product Sales activities are accounted for under Accounting Standards Codification 606 - Revenues from Contracts with Customers.

There have been no material changes to the Company’s significant accounting policies as described in the audited consolidated financial statements as of December 31, 2022.

Certain amounts from prior periods have been reclassified to conform to the current period’s presentation. None of these reclassifications had a material impact on the Company's condensed consolidated financial statements. In particular, the presentation of revenues in the condensed consolidated statements of operations has been revised to identify three distinct revenue streams (revenues from sharing, revenues from platform partner services and revenues from product sales) and their related costs on the face of the statement. Revenues from sharing and from platform partner services were combined into a single revenue stream in the Company’s previous financial statements.

Going Concern

The Company has incurred recurring losses and negative cash flows since inception and has an accumulated deficit of $1~~,593~~.56 ~~million~~billion as of ~~June~~September 30, 2023. For the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company ~~used~~had cash provided by operating activities of approximately $17.80 million and cash used by operating activities of $2316.5 million, ofrespectively. The Company is heading into its shoulder season where it experiences reduced cash inflows as some markets in ~~operations~~the Northern Hemisphere close due to winter weather, ~~respectively.~~but certain fixed costs within those continue to be incurred. The Company’s ability to fund working capital, make capital expenditures, and service its debt will depend on its ability to generate cash from operating activities, which is subject to its future operating success, and ability to obtain financing on reasonable terms, which is subject to factors beyond its control, including general economic, political, and financial market conditions. The capital markets have in the past experienced, are currently experiencing, and may in the future experience, periods of volatility that could impact the availability and cost of equity and debt financing and there can be no ~~assurances~~assurance that such financing will be available to the Company on satisfactory terms, or at all. AsEffective ofSeptember ~~June 30~~25, 2023, the Company’s ~~had~~shares ~~$6.8 million~~of inClass ~~unrestricted~~A ~~cash~~Common Stock and ~~cash~~Warrants ~~equivalents~~were ~~which,~~delisted ~~without additional funding, will not be sufficient to meet the Company’s obligations within the next twelve months~~ from the ~~date~~NYSE, ofand ~~issuance~~on ofSeptember ~~these~~29, ~~condensed~~2023, ~~consolidated~~began ~~financial~~trading ~~statements.~~on If the ~~Company is unable to raise additional capital or generate cash flows necessary to expand its operations and invest in continued innovation~~OTCQX, itwhich ~~may~~is ~~not~~more bevolatile ~~able~~than tothe ~~compete~~NYSE ~~successfully~~ and may ~~need~~result toin ~~scale~~a ~~back~~continued ordiminution ~~discontinue~~in ~~certain~~value ~~or all~~ of ~~its~~our ~~operations~~shares infurther ~~order~~impacting tothe ~~reduce~~Company’s ~~costs~~ability orto ~~seek~~raise ~~bankruptcy~~capital ~~protection,~~in ~~which~~the ~~would~~public ~~harm~~markets ~~its business, financial condition,~~ and ~~results~~precludes ofour ~~operations. As such, these factors raise substantial doubt about the Company’s~~ ability to ~~continue~~sell asshares aunder ~~going~~our ~~concern~~ATM Agreement.

~~The~~As ~~condensed~~of ~~consolidated~~September 30, ~~financial~~2023, ~~statements~~the ~~have~~Company ~~been~~had ~~prepared~~$10.2 million ~~assuming~~in ~~that~~unrestricted ~~the~~cash ~~Company~~and cash equivalents which, without additional funding, will ~~continue~~not asbe sufficient to meet the Company’s obligations within a ~~going~~timeframe ~~concern.~~significantly ~~Therefore,~~less than the next twelve months from the date of issuance of these condensed consolidated financial statements. ~~for~~As ~~the~~such, ~~three~~these ~~and~~factors ~~six~~raise ~~months~~substantial ~~ended~~doubt ~~June 30,~~about ~~2023~~the doCompany’s ~~not~~ability ~~include~~to ~~any~~continue ~~adjustments~~as toa ~~reflect~~going ~~the~~concern. ~~possible~~If ~~future~~adequate ~~effects~~capital onis ~~the~~not ~~recoverability~~available ~~and~~to ~~classification~~the ofCompany ~~assets~~when needed, or in the amounts ~~and~~required, ~~classification~~the ofCompany ~~liabilities~~may ~~that~~be ~~may~~forced ~~result~~to ~~from~~terminate, ~~the~~significantly ~~substantial~~curtail ~~doubt~~or ~~about~~cease ~~the~~our ~~Company’s~~operations ~~ability~~or to ~~continue~~pursue asother strategic alternatives, including commencing a ~~going~~case ~~concern~~under the U.S. Bankruptcy Code.

The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern in accordance with ASC 205-40 - Presentation of Financial Statements - Going Concern. Therefore, the condensed consolidated financial statements for the three and nine months ended September 30, 2023 do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the substantial doubt surrounding the Company’s ability to continue as a going concern.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements, the reported amounts of revenues and expenses during the reporting period, and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. On an ongoing basis, management evaluates estimates, which are subject to significant judgment, including, but not limited to, those related to breakage revenue, useful lives associated with vehicles, valuation of goodwill, Product Sales inventory and inventory deposits, and other long-lived assets, assumptions utilized in the valuation of derivative liabilities, certain equity awards and fair valued convertible senior secured notes, loss contingencies, valuation allowance for deferred income taxes, and the collectability of accounts receivable. Actual results could differ from those estimates.

Evaluation of Long-Lived Assets for Impairment

The Company evaluates its held for use long-lived assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset or asset group (collectively, the “asset group”) may not be recoverable. The Company measures the recoverability of the asset group by comparing the carrying amount of such asset group to the future undiscounted cash flows it expects the asset group to generate. If the Company considers the asset group to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset group exceeds its fair value.

During the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company concluded that there were no indicators of impairment and, therefore, no impairment was recorded.

Recently Adopted Accounting Pronouncements and Issued Accounting Standards Not Yet Adopted

The Company adopted ASU 2016-02 - Leases (Topic 842) on January 1, 2022, using the modified retrospective transition method and used the effective date as the date of initial application. Consequently, financial information is not updated and the disclosures required under ASC 842 are not provided for dates and periods before January 1, 2022. The Company elected the package of practical expedients available in the leasing transition guidance, and therefore did not reassess whether existing or expired contracts contain leases, lease classification, or initial direct costs. Additionally, the Company has elected the practical expedient to not separate lease and non-lease components for all of the Company’s leases. The Company also has elected the short-term lease exception for all classes of assets, and therefore does not apply the recognition requirements for leases of 12 months or less. Variable lease payments were not material for the three and ~~six~~nine months ended ~~June~~September 30, 2023. The Company did not utilize the practical expedient allowing the use of hindsight in determining the lease term and in assessing impairment of its operating lease right-of-use (“ROU”) assets. See the “Recently Adopted Accounting Pronouncements” section under the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) for additional information.

The Company does not believe there are any other recently issued and effective or not yet effective pronouncements that would have or are expected to have any significant effect on the Company’s financial position, results of operations, or cash flows.

Note 2 – Fair Value Measurements

Recurring Fair Value Measurements

Fair value is defined for accounting purposes as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market or, if none exists, the most advantageous market, for the specific asset or liability at the measurement date (referred to as the “exit price”). Fair value is a market-based measurement that is determined based upon assumptions that market participants would use in pricing an asset or liability, including consideration of nonperformance risk.

The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy indicates the extent to which inputs used in measuring fair value are observable in the market.

•Level 1: Inputs that reflect quoted prices for identical assets or liabilities in active markets that are observable.

•Level 2: Inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

•Level 3: Inputs that are unobservable to the extent that observable inputs are not available for the asset or liability at the measurement date and include management’s judgment about assumptions market participants would use in pricing the asset or liability.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

Earnout Shares and Private and Public Warrants

In connection with the execution of the Business Combination Agreement, the Company designated 30.0 million shares of Class A Common Stock (“Earnout Shares”) to be issued to all Eligible Equity Holders (as defined below), subject to occurrence during the Earnout Period (as defined below) of the Earnout Triggering Events (as defined below). An “Eligible Equity Holder” means a holder of a share of common stock, including a share of restricted stock, a stock option or a restricted stock unit (“RSU”) of Bird Rides, in each case, immediately prior to the consummation of the Business Combination. The “Earnout Period” means the five-year period ending on November 4, 2026. The “Earnout Triggering Events” are tied to the daily volume-weighted average sale price of one share of Class A Common Stock quoted on the New York Stock Exchange (“NYSE”) for any ten trading days within any 20 consecutive trading day period within the Earnout Period.

12NGP Switchback II, LLC and certain officers and directors of Switchback entered into an amendment to the letter agreement, dated January 7, 2021, pursuant to which, among other things, the parties agreed, effective upon the consummation of the Business Combination, to subject to potential forfeiture (on a pro rata basis) an aggregate of 0.8 million shares of Class A Common Stock held by them (the “Switchback Founder Earn Back Shares”), which will cease to be subject to potential forfeiture based upon events tied to the average reported last sale price of one share of our Class A

or a restricted stock unit (“RSU”) of Bird Rides, in each case, immediately prior to the consummation of the Business Combination. The “Earnout Period” means the five-year period ending on November 4, 2026. The “Earnout Triggering Events” are tied to the daily volume-weighted average sale price of one share of Class A Common Stock quoted on the New York Stock Exchange (“NYSE”) for any ten trading days within any 20 consecutive trading day period within the Earnout Period.14

NGP Switchback II, LLC and certain officers and directors of Switchback entered into an amendment to the letter agreement, dated January 7, 2021, pursuant to which, among other things, the parties agreed, effective upon the consummation of the Business Combination, to subject to potential forfeiture (on a pro rata basis) an aggregate of 0.8 million shares of Class A Common Stock held by them (the “Switchback Founder Earn Back Shares”), which will cease to be subject to potential forfeiture based upon events tied to the average reported last sale price of one share of our Class A Common Stock quoted on the NYSE for any ten trading days within any 20 consecutive trading day period within the Earnout Period.

Immediately after giving effect to the Business Combination, the Company assumed 6.6 million private placement warrants from Switchback (the “Private Placement Warrants”) and 6.3 million public warrants from Switchback (the “Public Warrants”). In addition, there were 0.1 million warrants outstanding to purchase shares of Class A Common Stock (collectively with the Private Placement Warrants and the Public Warrants, the “Warrants”).

Debt Valued at Fair Value

In December 2022, Bird Global issued and sold an aggregate principal amount of $30.1 million of its 12.0% Convertible Senior Secured Notes due December 30, 2027 (together with the Share Consideration Notes, the “Notes”). The Notes were issued and sold in a private placement to certain “accredited investors” conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The terms of the Notes are governed by a note purchase agreement, dated as of December 30, 2022 (the “Note Purchase Agreement”), by and among the Company, as issuer, the several purchasers from time to time party thereto (collectively, the “Note Purchasers”) and U.S. Bank Trust Company, National Association, as collateral agent (the “Collateral Agent”). The Note holders are entitled to convert the Notes into shares of Class A Common Stock at any time at a conversion rate of approximately 139 shares of Class A Common Stock per $1,000 principal amount of the Notes, equivalent to a conversion price of approximately $7.1942 per share, subject to specified anti-dilution adjustments, including adjustments for issuance of Class A Common Stock below the conversion price. In addition, following certain corporate events that occur prior to the maturity date, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such corporate event up to a maximum of approximately 29 shares per $1,000 principal amount of Notes. In certain circumstances, conversion will be limited unless the Company obtains stockholder approval to issue such shares.

In January 2023, the Company entered into ~~a share purchase agreement (~~the "Share Purchase Agreement") with Bird Canada, ~~Inc. (“Bird Canada”)~~ and certain other parties thereto, which, among other things, resulted in the acquisition of all of the issued and outstanding shares of Bird Canada in exchange for the issuance by Bird Global of an aggregate principal amount of approximately $27.0 million of ~~its 12.0% Convertible Senior Secured Notes due 2027 (the “~~Share Consideration Notes”), 728,175 shares of the Company's Class A Common Stock, and a nominal amount of cash consideration. Therefore, the total assumed long-term debt valued at fair value at the time of the acquisition was revalued at ~~June~~September 30, 2023 to reflect the period end fair value.

In March 2023, the Company entered into First Amendment to “Note Purchase Agreement” with the original Note Purchasers and U.S. Bank Trust Company, National Association, as collateral agent. Pursuant to the amendment to the Note Purchase Agreement, the Company issued $2.8 million of additional secured promissory notes by the “First Amendment Note Purchasers” for cash consideration. The purpose of the agreement was to use the proceeds for general corporate purposes.

The Company’s derivative liabilities are remeasured at fair value through Other income (expense), net at each reporting period. Such fair value measurements are predominantly based on Level 3 inputs, with the exception of the Public Warrants, which are based on Level 1 inputs. An increase or decrease in any of the observable inputs in isolation, such as the share price quoted on the NYSE, could result in a material increase or decrease in our estimate of fair value. Other unobservable inputs are less sensitive to the valuation in the respective reporting periods, as a result of the primary weighting on the share price and other observable inputs. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on our estimate of fair value.

The following tables detail the fair value measurements of derivative liabilities that are measured at a fair value on a recurring basis (in thousands):

	June 30, 2023
	September 30, 2023
	Level 1		Level 2		Level 3		Total
Notes(1)	$	—	$	—	$	5859,~~883~~005	$	5859,~~883~~005
Earnout Shares	—		—		~~264~~14		~~264~~14
Switchback Founder Earn Back Shares	—		—		242		242
Warrants	~~511~~2		—		409		~~551~~10
Total liabilities measured at fair value	$	~~511~~2	$	—	$	59,~~211~~029	$	59,~~722~~030

(1) See Note 8 — Notes Payable for additional information. Mark-to-market adjustments of the Notes were ~~gains~~loss of $50.78 million and a gain of $0.92 million for the three and ~~six~~nine months ended ~~June~~September 30, 2023 (2022 - $nil).


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Notes(1)	$	—	$	—	$	30,100	$	30,100
Earnout Shares	—		—		1,459		1,459
Switchback Founder Earn Back Shares	—		—		125		125
Warrants	108		—		201		309
Total liabilities measured at fair value	$	108	$	—	$	31,885	$	31,993

(1) See Note 8 — Notes Payable for additional information. Mark-to-market adjustments of the Notes were immaterial for the year ended December 31, 2022.

(2) Amounts associated with the issuance and mark-to-market adjustments of derivative liabilities are reflected in Other income (expense), net and totaled $20.48 million of other income and $262.34 million of other ~~income~~expense for the three months ended ~~June~~September 30, 2023 and 2022, respectively, and $1.19 million income and $~~134~~132.96 million of other income for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively.

Note 3 – Acquisitions

Skinny Labs, Inc. (“Spin”)

Effective as of September 19, 2023, the Company entered into the Spin Acquisition Agreement with Spin, acquiring 100% of their stock in exchange for agreed upon consideration of approximately $19 million before adjustments, which is comprised of (a) $10 million in cash, (b) $6 million in the form of a secured vendor take-back promissory note, and (c) $3 million in hold-back consideration comprised of $1 million in cash and $2 million of the Company’s Class A Common Stock based on the volume weighted average price for a share traded on the NYSE during the 30 trading days ending on the first trading immediately preceding the agreement date. The purchase price is to be adjusted for any net working capital adjustments identified during the 90 days immediately following the acquisition. The operations of Spin were included in the condensed consolidated financial statements for the quarter from the acquisition date to September 30, 2023.

Spin is a micromobility company with operations throughout North America. The purpose of the acquisition was to gain access to new city permits and markets and new vehicles.

The results of Spin’s operations, including revenues and expenses, are included in the statements of operations for the Company from the date of the transaction. The acquisition was accounted for as a business combination under ASC 805, Business Combinations. Assets acquired included cash of $3.2 million, $32.3 million of Vehicles, net and $5.3 million in other assets.

As of September 30, 2023, the Company provisionally recorded the valuation of the assets and liabilities acquired, and the estimated final consideration payable in the Company’s condensed consolidated balance sheet. The company’s accounting for the acquisition is provisional due to the proximity of the acquisition closing date to the Company’s quarter ended September 30, 2023 and also due to the variability caused by 90-day working capital adjustment period noted in the Share Purchase Agreement. As a result, the Company has not yet finalized the total purchase consideration payable, the appraisal of the transaction including the identification and measurement of the fair value of acquired assets and assumed liabilities, and the related tax effects, if any. The Company has also determined that it would not be practicable to present pro-forma financials related to this acquisition at this time.

Based on the provisional information available, the purchase price was preliminarily allocated to the assets acquired and the liabilities assumed based on the provisional fair values as of the acquisition date as follows (in thousands):


	Provisional Fair Value
Assets and Liabilities acquired:
Current assets	$	9,109
Vehicles, net	32,295
Other non-current assets	5,251
Current liabilities	(18,397)
Non-Current liabilities	$	(2,061)
Total net assets acquired	$	26,197
Consideration paid - Cash	$	10,000
Consideration paid - Issuance of stock	2,300
Consideration payable - VTB Note Payable(1)	2,431
Consideration payable - Cash Hold-back	1,000
Total purchase price	$	15,731
Estimated bargain purchase gain	$	10,466
(1) The consideration payable to Spin is subject to change as the Company has 90 days following the closing date to adjust the purchase price. The Company has identified preliminary adjustments of $3.6 million which decreases the principal amount outstanding under the VTB Note Payable from $6.0 million to $2.4 million.

The Company estimated a bargain purchase gain of $10.5 million based on the provisional amounts recorded and information known as at September 30, 2023. Due to the limited time between the acquisition and September 30, 2023, the Company was unable to finalize the identification and valuation of all of the assets acquired and liabilities assumed and the final consideration payable. The Company has deferred the bargain purchase gain until the purchase accounting is further progressed and recorded the bargain purchase gain within Other Current Liabilities. The estimates, judgments and assumptions are subject to change upon final valuation and should be treated as preliminary values. The Company has one year from the date of the acquisition to finalize its purchase price equation.

Included in the Company’s condensed consolidated statement of operations for the three and nine months ended September 30, 2023 are revenues of $2.1 million and $0.4 million in net losses related to Spin.

Bird Canada

Effective as of January 3, 2023, the Company entered into the Share Purchase Agreement with Bird Canada and certain other parties thereto, which, among other things, resulted in the acquisition of all of the issued and outstanding shares of Bird Canada in exchange for the issuance by Bird Global of an aggregate principal amount of approximately $27.0 million of Share Consideration Notes and 728,175 shares of the Company's Class A Common Stock.

Bird Canada is a micromobility company based in Toronto, Canada with operations throughout Canada. The purpose of the acquisition was to add additional profitable operations to Bird’s global platform, while consolidating our North American operations.

The results of Bird Canada’s operations, including revenues and expenses, are included in the statements of operations for the Company from the date of the transaction. The acquisition was accounted for as a business combination under ASC 805, Business Combinations. The Company acquired Bird Canada for $30.7 million. Assets acquired included $1.0 million of cash, $29.4 8 million of goodwill and $0.7 million of intangible assets.

1417

Goodwill is attributable to the assembled workforce and the expected synergies from the acquisition. The purchase price was preliminarily allocated to the assets acquired and the liabilities assumed based on estimated fair values as of the acquisition date as follows (in thousands):

	Fair Value
Assets acquired:
Current assets	$	1,364
Vehicles	1,555
Goodwill	29,~~437~~815
Other intangible assets	696
Other non-current assets	157
Current liabilities	(2,~~536~~914)
Total net assets acquired	$	30,673
Consideration paid - notes	$	26,977
Consideration paid - issuance of common shares	3,696
Total purchase price	$	30,673

These estimates, judgments and assumptions are subject to change upon final valuation and should be treated as preliminary values. The Company has one year from the date of the acquisition to finalize its purchase price equation.

Prior to the acquisition, Bird Canada held the license to operate as the sole platform partner of the Company in Canada. The Company assessed these preexisting contracts and concluded approximately $0.1 million was settled as a part of the consideration transferred.

The following table sets forth the components of intangible assets acquired (in thousands) and their estimated useful life as of the date of acquisition:


	Estimated Useful Life	January 3, 2023
Trade names/trademarks	3 years	$	325
Customer relationships	2 years	113
Vendor permits	3 years	258
Total intangible assets		$	696

Transactions costs associated with the acquisition of Spin and Bird Canada were recorded in General and Administrative expenses on the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2023.

Note 4 –Prepaid Expenses and Other Current Assets

The Company’s prepaid expenses and other current assets consists of the following (in thousands):

	June 30,2023		December 31,2022
	September 30,2023		December 31,2022
Funding receivable	$	—	$	6,000
Insurance receivable	—		4,000
Prepaid insurance	1,~~385~~373		~~2,348~~205
Prepaid expenses	12,~~693~~782		3,667
Product sales inventory deposits, net	2,~~449~~539		1,387
Current deferred financing costs	2,~~466~~519		2,706
Indirect taxes receivable	2,~~085~~307		1,749
Other current assets	1,~~740~~115		~~758~~2,902
Total prepaid expenses and other current assets	$	1112,~~818~~635	$	22,615

Note 5 –Vehicles, net

The Company’s vehicles balance consists of the following (in thousands):

	June 30,2023		December 31,2022
	September 30,2023		December 31,2022
Vehicles in use	$	~~108~~123,~~899~~569	$	134,202
Vehicles not yet in use	2822,~~155~~967		31,900
Spare parts	2628,~~699~~400		28,476
Less: Accumulated depreciation (1)	(7867,~~060~~880)		(94,490)
Vehicles, net	$	85107,~~693~~056	$	100,088

(1)Includes $54.3 million of impairment ofcharges for vehicles and spare parts, net of assets no longer in service and consumption of spare parts of $7.8 million for the year ended December 31, 2022. There were no such impairments recorded during the ~~six~~nine months ended ~~June~~September 30, 2023.

Depreciation on Sharing vehicles was $79.74 million and $1811.47 million for the three months ended ~~June~~September 30, 2023 and 2022, respectively, and $1726.59 million and $2739.40 million for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively.

Note 6 – Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations and is allocated to the reporting units expected to benefit from the business combinations. The Company tests goodwill for impairment annually during the fourth quarter, or whenever events or changes in circumstances indicate that the fair value of net assets has decreased below its carrying value.

During the ~~six~~nine months ended ~~June~~September 30, 2023, in relation to the Bird Canada acquisition, the Company recognized $3029.18 million of goodwill. The Company’s goodwill balance as of ~~June~~September 30, 2023 and December 31, 2022 was $3029.1 8 million and $nil, respectively.

Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates.

Note 7 – Income Taxes

The Company computes its quarterly income tax provision and resulting effective tax rate by using a forecasted annual effective tax rate and adjusting for any discrete items arising during the quarter. The Company’s effective tax rate was 0(4.06)% and 0(4.1)% for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 0(4.1)% and (0.2)% for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively.

The effective tax rate differs from the U.S. statutory tax rate primarily due to a valuation allowance against our U.S. deferred tax assets and majority of foreign deferred tax assets. The Company expects to maintain this valuation allowance until it becomes more likely than not that the benefit of our deferred tax assets will be realized by way of expected future taxable income.

Note 8 – Notes Payable

This table summarizes the Company’s note payable balances (in thousands) at ~~June~~September 30, 2023.

	June 30,2023		December 31,2022
	September 30,2023		December 31,2022
Apollo Vehicle Financing Facility	$	3840,~~119~~855	$	44,105
Convertible Senior Secured Notes	5859,~~883~~005		30,100
Promissory Note Payable	—		4,200
Total Notes Payable	$	97,002	$	78,405
VTB Note Payable	2,431		—
Total Notes Payable	$	102,291	$	78,405

Apollo Vehicle Financing Facility

In April 2021, the Company’s wholly owned consolidated special purpose vehicle entity (the “SPV”) entered into a credit agreement (the “Apollo Credit Agreement”) with Apollo Investment Corporation, as a lender, and MidCap Financial Trust, as a lender and administrative agent, to allow the SPV to borrow up to the commitment amount (the “Vehicle Financing Facility”) with no right to re-borrow any portion of the Vehicle Financing Facility that is repaid or prepaid.

~~The~~Amended ~~borrowing limit was $150.0 million of which $5.0 million remains available to borrow at June 30, 2023. The Company drew down $nil~~ and ~~repaid~~Restated ~~$6.0~~Apollo ~~million~~Credit during the six months ended June 30, 2023. The outstanding principal balance under the Vehicle Financing Facility as of June 30, 2023 was $38.1 million. The following is the repayment schedule (in thousands) over the remaining term:Agreement

			2023 (six months remaining)						2024						Total
Payment amounts			$	11,514					$	26,605					$	38,119

On September 19, 2023, the Company entered into an Amended and Restated Loan Agreement with MidCap Financial Trust to amend and restate, in its entirety, the Apollo Credit Agreement, dated April 27, 2021. The Amended and Restated Loan Agreement provides for, among other things, (a) an additional advance of $6 million, to be used for, among other things, the completion of the transactions contemplated under the Spin Acquisition Agreement, (b) an extension of the maturity date under the Amended and Restated Loan Agreement to July 12, 2025, (c) amendments to the monthly amortization payment amounts and (d) the extension of the senior security in favor of the Administrative Agent to include substantially all of the assets of the Company, Bird Rides and certain of the Company’s other material US subsidiaries.

The borrowing limit was $150.0 million of which $5.0 million remains available to borrow at September 30, 2023. The Company drew down $6.0 million and repaid $9.3 million during the nine months ended September 30, 2023. The outstanding principal balance under the Vehicle Financing Facility as of September 30, 2023 was $40.9 million. The following is the repayment schedule (in thousands) over the remaining term:


	2023 (three months remaining)		2024		2025		Total
Payment amounts	$	1,500	$	19,950	$	19,405	$	40,855

The outstanding Vehicle Financing Facility balances bear interest at the Secured Overnight Financing Rate (“SOFR”), which is calculated as a per annum rate of interest equal to the greater of (a) 1.00% and (b) the sum of (x) SOFR plus (y) 0.1% (10 basis points), plus a margin of 7.5% that is accrued and paid by the Company on a monthly basis.

The maturity date of the Vehicle Financing Facility is ~~January~~July 1312, 2025 (“Final Maturity Date”). On the fourth business day of each month prior to the Final Maturity Date, the Company is required to repay principal outstanding under the Vehicle Financing Facility based on a preset monthly amortization schedule.

Interest Expense

Interest expense related to the Apollo Vehicle Financing Facility was $1.9 million and $23.68 million for the three months ended ~~June~~September 30, 2023 and 2022, respectively, and $35.9 million and $47.19 million for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively.

Bird Canada Transaction Convertible Senior Secured Notes

In December 2022, Bird Global issued and sold an aggregate principal amount of $30.1 million of its 12.0% Convertible Senior Secured Notes due December 30, 2027 ~~(together with the Share Consideration Notes, the “Notes”)~~. The Notes were issued and sold in a private placement to certain “accredited investors” conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The terms of the Notes are governed by a note purchase agreement, dated as of December 30, 2022 (the “Note Purchase Agreement”), by and among the Company, as issuer, the several purchasers from time to time party thereto (collectively, the “Note Purchasers”) and U.S. Bank Trust Company, National Association, as collateral agent (the “Collateral Agent”). The Note holders are entitled to convert the Notes into shares of Class A Common Stock at any time at a conversion rate of approximately 139 shares of Class A Common Stock per $1,000 principal amount of the Notes, equivalent to a conversion price of approximately $7.1942 per share, subject to specified anti-dilution adjustments, including adjustments for issuance of Class A Common Stock below the conversion price. In addition, following certain corporate events that occur prior to the maturity date, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such corporate event up to a maximum of approximately 29 shares per $1,000 principal amount of Notes. In certain circumstances, conversion will be limited unless the Company obtains stockholder approval to issue such shares. As of ~~June~~September 30, 2023, no Notes were converted into shares of Class A Common Stock.

At any time prior to December 30, 2024, upon not less than five nor more than 60 days’ notice, the Notes will be redeemable at the Company’s option, in whole at any time or in part from time to time, at a price equal to 100.0% of the principal amount of the Notes redeemed, plus a make-whole premium as set forth in the note purchase agreement, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Beginning December 30, 2024, the Company may redeem the Notes, at its option, in whole at any time or in part from time to time, subject to the payment of a redemption price together with accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. The redemption price includes a call premium that varies (from 7.5% to 2.5%) depending on the year of redemption.

The Company will be required to offer to repurchase Notes from Note holders at the applicable optional redemption price discussed above, together with accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date, in certain circumstances, including following a significant asset disposition or a change of control.

In January 2023, the Company entered into ~~a share purchase agreement (the "~~Share Purchase Agreement") with Bird Canada, ~~Inc. (“Bird Canada”)~~ and certain other parties thereto, which, among other things, resulted in the acquisition of all of the issued and outstanding shares of Bird Canada in exchange for the issuance by Bird Global of an aggregate principal amount of approximately $27.0 million of ~~its 12.0% Convertible Senior Secured Notes due 2027 (~~the “Share Consideration Notes”), 728,175 shares of the Company's Class A Common Stock, and a nominal amount of cash consideration. The total assumed long-term debt was at fair value at the time of the acquisition and was revalued at ~~June~~September 30, 2023 end to reflect the period end fair value.

In March 2023, the Company entered into First Amendment to “Note Purchase Agreement” with the original Note Purchasers and U.S. Bank Trust Company, National Association, as collateral agent. Pursuant to the amendment to the Note Purchase Agreement, the Company issued $2.8 million of additional Secured Convertible Senior Secured Notes to the “First Amendment Note Purchasers” for cash consideration. The purpose of the agreement was to use the proceeds for general corporate purposes.

The outstanding principal balance of the Notes as of ~~June~~September 30, 2023 was $5859.9 0 million and the full fair value adjustment to the Notes, including interest, is recorded in Other (expense) income, net.

VTB Note Payable

On September 19, 2023, Bird Rides Inc, a wholly-owned subsidiary of the Company, issued to Tier Mobility SE (the “Seller”) a secured promissory note in the principal amount of $6 million. Under the Spin Acquisition Agreement and the VTB Note Payable, Spin, as the guarantor and as a wholly-owned subsidiary of the Company, delivered to the Seller a guarantee and security agreement secured by 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. The Company guaranteed the Note on an unsecured basis. The principal amount of the note is to be repaid in three installments, which are due on October 19, 2023, December 31, 2023 and April 24, 2024, respectively, together with interest thereon. The Note bears interest at the rate of 8.0% per annum from September 19, 2023 until the unpaid balance is paid in full. The VTB Note Payable provides for certain representations and warranties, covenants, and events of default. Upon the occurrence, and during the continuation of an Event of Default (as defined in the Note), the interest rate shall be increased by an additional 5.0% per annum.

As of September 30, 2023, the VTB Note Payable of $6.0 million was adjusted for the adjustment amount of $3.6 million, decreasing the principal amount outstanding to $2.4 million.

Note 9 – Common Stock

Common Stock

As of ~~June~~September 30, 2023, the Company has the authority to issue 40,000,000 shares of Class A Common Stock, 400,000 shares of Class B Common Stock, and 2,000,000 shares of Class X Common Stock. As of ~~June~~September 30, 2023, the Company had 1114,~~412~~183,~~129~~016 and 1,381,398 shares of Class A Common Stock and Class X Common Stock, respectively, issued and outstanding. As of ~~June~~September 30, 2023, there were no shares of Class B Common Stock issued and outstanding. Shares of restricted stock, including restricted stock issued upon an early exercise of an option that has not vested, are excluded from the number of shares of common stock issued and outstanding because the grantee is not entitled to the rewards of share ownership until such vesting occurs.

Holders of outstanding common stock are entitled to dividends when and if declared by our board of directors, subject to the rights of the holders of all classes of preferred stock outstanding having priority rights. No dividends have been declared by the Company’s board of directors from inception through ~~June~~September 30, 2023.

Except as otherwise expressly provided in the Amended and Restated Certificate of Incorporation of Bird Global or applicable law, each holder of Class X Common Stock has the right to 20 votes per share of Class X Common Stock outstanding and held of record by such holder, and each holder of Class A Common Stock or Class B Common Stock has the right to one vote per share of Class A Common Stock or Class B Common Stock outstanding and held of record by such holder.

Standby Equity Purchase Agreement

In May 2022, the Company entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”).

As consideration for Yorkville’s commitment to purchase shares of Class A Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, upon execution of the Purchase Agreement, the Company issued to Yorkville 8,000 shares of Class A Common Stock (the “Commitment Fee Shares”) in three equal installments within six months of execution of the Purchase Agreement.

In May 2022, pursuant to the terms and conditions set forth in the Purchase Agreement, the Company received a pre-advance loan (“Pre-Advance Loan”) from Yorkville of $21.0 million. The Pre-Advance Loan was evidenced by a promissory note (the “Promissory Note”), which would mature on December 15, 2022. The Promissory Note accrued interest at a rate of 0%, but was issued with 4.76% original issue discount, and would be repaid in equal monthly installments beginning on the third month following the date of the Pre-Advance Loan. On December 19, 2022, the Company entered into an extension agreement with Yorkville (the “Extension Agreement”) pursuant to which the parties agreed to extend the maturity date of the Promissory Note to February 15, 2023. Pursuant to the Extension Agreement, Yorkville received 99,389 shares of its Class A Common Stock. On February 15, 2023, the remaining outstanding balance under the Promissory Note was repaid. There was no outstanding principal balance under the Promissory Note as of September 30, 2023.

1822

installments beginning on the third month following the date of the Pre-Advance Loan. On December 19, 2022, the Company entered into an extension agreement with Yorkville (the “Extension Agreement”) pursuant to which the parties agreed to extend the maturity date of the Promissory Note to February 15, 2023. Pursuant to the Extension Agreement, Yorkville received 99,389 shares of its Class A Common Stock. On February 15, 2023, the remaining outstanding balance under the Promissory Note was repaid. There was no outstanding principal balance under the Promissory Note as of June 30, 2023.

Note 10 – Stock-Based Compensation Expense

The Company granted the following equity instruments during the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively (in thousands of units):

	Three Months Ended June 30,		Six Months Ended June 30,
	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Options Granted	—	—	187	—
RSUs Granted	88185	~~514~~190	~~969~~1,188	~~698~~888

The following table summarizes stock-based compensation expense for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
General and administrative	$	54,~~886~~710	$	38(13,~~433~~768)	$	1216,~~056~~767	$	8369,~~111~~343
Sales and marketing	6234		~~625~~560		~~216~~250		12,~~466~~026
Research and development	(27509)		42,~~592~~892		~~929~~419		710,~~777~~669
Total	$	5,921	$	43,650	$	13,201	$	92,354
Total(1)	$	4,235	$	(10,316)	$	17,436	$	82,038
(1) Included in stock-based compensation are total reversals of $5.5 million and $9.7 million for the three and nine months ended September 30, 2023, respectively (2022 - $32.0 million and $33.1 million) as a result of forfeitures.

Note 11 – Loss Per Share

Basic loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period without consideration for common stock equivalents. Diluted loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period and potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalent would be anti-dilutive.

The Company computes loss per share using the two-class method. The rights, including the liquidation and dividend rights, of the Class A Common Stock and Class X Common Stock are identical, other than voting rights. Accordingly, the Class A Common Stock and Class X Common Stock share equally in the Company’s net losses. Because the computed loss per share for holders of the Class A Common Stock and the Class X Common Stock is identical, the Company does not present separate loss per share computations.

The following table presents the calculation of basic loss per share (in thousands, except per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net loss	$	(919,~~310~~812)	$	(~~320~~9,~~316~~766)	$	(5373,~~628~~440)	$	(~~312~~322,~~569~~334)
Basic weighted-average shares outstanding	1213,~~779~~485		11,~~031~~387		12,~~715~~974		1011,~~988~~122
Loss per share - Basic	$	(01.7347)	$	(290.0486)	$	(45.2266)	$	(28.4598)

1923

The following outstanding securities were excluded from the computation of loss per share because their effect would have been anti-dilutive for the periods presented (in thousands):

	As of June 30,
	As of September 30,
	2023	2022
Convertible Senior Secured Notes	8,799	—
Stock options	~~467~~421	447
Time-based vesting RSUs	~~995~~745	1,198
Market-based vesting RSUs	~~266~~170	1,163
Warrants to purchase Class A Common Stock	517	517
Contingently issuable shares	79	79
Total	1110,~~124~~732	3,405

While the portion of the Earnout Shares designated to holders of common stock of Bird Rides immediately prior to the consummation of the Business Combination would have been anti-dilutive for the periods presented, such Earnout Shares are not outstanding securities and have been excluded from the table above.

Note 12 – Commitments and Contingencies

Operating and Financing Leases

As of ~~June~~September 30, 2023, the Company had operating lease agreements for its facilities in various locations throughout the United States, as well as around the world.

The following table reconciles the undiscounted cash flows for future maturities of the Company's operating and financing lease liabilities to the consolidated balance sheets (in thousands):

	June 30, 2023
	September 30, 2023
2023	$	1,~~479~~364
2024	13,~~168~~103
2025	~~732~~1,970
2026	~~555~~1,096
2027	~~222~~339
Thereafter	76464
Total lease payments	48,~~232~~336
Less: interest expense	(~~497~~469)
Present value of lease liabilities	$	37,~~735~~867

Purchase Commitments

The Company has commitments related to vehicles, software, hosting services, and other items in the ordinary course of business with varying expirations through 2026. These amounts are determined based on the non-cancelable quantities or termination amounts to which the Company is contractually obligated. The Company did not enter into any material new purchase commitments during the ~~six~~nine months ending ~~June~~September 30, 2023.

Notes Payable

The Company has commitments related to the Vehicle Financing Facility and Convertible Senior Secured Notes. As of ~~June~~September 30, 2023, the Company has future minimum payments of $1916.57 million due in the next 12 months and $1824.62 million due thereafter. See Note 8 — Notes Payable for further discussion.

20Spin Acquisition - Hold-Back Consideration

As of September 30, 2023, the Company has commitments related to the Spin Acquisition Agreement for the VTB Note Payable of $2.4 million and Cash Hold-back of $1.0 million due within the next 12 months. See Note 8 — Notes Payable and Note 3 - Acquisitions for further discussion.

Litigation and Indemnification

The Company is from time to time involved in legal proceedings, claims, and regulatory matters, indirect tax examinations or government inquiries and investigations that may arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. The Company records a liability when the Company believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the consolidated financial statements.

The Company reviews the developments in contingencies that could affect the amount of the provisions that have been previously recorded. The Company adjusts provisions and changes to disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount of loss.

The Company is not a party to any outstanding material litigation and management is not currently aware of any legal proceedings that, individually or in the aggregate, are deemed to be material to the Company’s financial condition or results of operations other than certain consolidated proceedings alleging that individuals who previously provided services as mechanics and chargers were misclassified as independent contractors in violation of the California Labor Code and wage laws. We are also subject to, and defending, proceedings alleging that individuals who previously provided services as Fleet Managers were misclassified as independent contractors in violation of the California Labor Code and wage laws. We intend to vigorously defend these claims.

In addition, on November 17, 2022, shortly after we announced we would be restating our (i) audited consolidated financial statements as of December 31, 2021 and 2020, and for the years then ended, and quarterly periods within those years, included in the Annual Report on Form 10-K filed with the SEC on March 15, 2022; (ii) condensed consolidated financial statements as of March 31, 2022, and for the three months then ended, included in the Quarterly Report on Form 10-Q filed with the SEC on May 16, 2022; and (iii) condensed consolidated financial statements as of June 30, 2022, and for the three and six months then ended, included in the Quarterly Report on Form 10-Q filed with the SEC on August 15, 2022, a purported stockholder of the Company filed a putative class action lawsuit in the Central District of California against us and a director and prior officer, entitled MARIO ARIAS, Individually and on Behalf of All Others Similarly Situated v. Bird Global, Inc. F/K/A Switchback II Corporation, Travis VanderZanden, and Yibo Ling (the “ARIAS Action”). On December 19, 2022, another purported stockholder of the Company filed a similar putative class action lawsuit in the Central District of California against us and a director and prior officer, entitled KAREN CAIN, Individually and on Behalf of All Others Similarly Situated v. Bird Global, Inc. F/K/A Switchback II Corporation, Travis VanderZanden, and Yibo Ling (the “CAIN Action”). The ARIAS and CAIN Actions, are substantially similar, and the complaints in both actions allege that all defendants violated Sections 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder by the SEC, and that the individual defendants violated Section 20(a) of the Exchange Act. The lawsuits seek, among other things, damages, attorneys’ fees and costs, and such other relief as may be deemed just and proper by the court. On March 17, 2023, another purported stockholder of the Company filed a related putative derivative action in the Central District of California against sixteen current and former officers and directors of the Company and Switchback II Corporation with the Company named as a nominal defendant. The action is entitled ASHKAN FARAZMAND, derivatively on behalf of Bird Global, Inc. v. Travis VanderZanden, Yibo Ling, Roelof F. Botha, Daniel Friedland, Nathaniel Justin Kan, Robert Komin, James Mutrie, Racquel Russell, David Sacks, Scott McNeill, Chris Carter, Scott Gieselman, Sam Stoutner, Philip J. Deutch, Ray Kubis, and Precious Williams Owodunni. The complaint alleges a violation of Section 14(a) of the Exchange Act, breach of fiduciary duty, and unjust enrichment, among other claims, and seeks monetary damages and restitution on behalf of the Company, among other remedies. The ARIAS and CAIN matters have been consolidated into one action. The Company has filed a Motion to Dismiss which is set for hearing on November 13, 2023. The FARAZMAND matter has been stayed pending the outcome of the Company’s Motion to Dismiss. The Company intends to vigorously defend against these claims. Although we believe we have meritorious defenses to the claims of the plaintiffs and members of the classes, and intend to vigorously defend against these claims, there is no guarantee that we will prevail. We are currently unable to determine the ultimate outcome of these actions or to determine the amount or range of potential losses associated with the actions.

We have received a document request from the SEC in connection with an investigation wherein the SEC requested, among other things, materials concerning the restatement of our financial statements (as described above) , as well as certain other financial and operational data, investor materials, and corporate policies and procedures. We are fully cooperating with the investigation and have provided all requested documents to the SEC. We are not currently able to predict the outcome of the investigation or the timing of its conclusion. Accordingly, we are not able to estimate the loss or range of loss. Further, the outcome of legal proceedings, claims, and regulatory matters, indirect tax examinations and governmental inquiries and investigations are inherently uncertain. Therefore, if one or more of these matters were resolved against the Company for amounts in excess of management’s expectations, the Company’s financial condition and results of operations, including in a reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.

2125

Note 13 – Segment Information

The Company determines its operating segments based on how the chief operating decision maker ("CODM") manages the business, allocates resources, makes operating decisions and evaluates operating performance. Given management changes that occurred in the first quarter of 2023, the Company reevaluated the operating segments and determined that the operating segments align with each offering of the Company’s business model (Sharing, Platform Services and Retail Sales) in each country where such services are offered. The Company aggregated operating segments into operating regions, where appropriate, and determined that Reportable Segments align with the product offerings of Sharing, Platform Services and Retail Sales. The Company changed its reportable segments effective January 1, 2023 and has retroactively reflected the change for the comparative periods included herein.


Reportable Segment						Description
Sharing						Business activities where we own vehicles and interact directly with customers, offering rides on our vehicles for individual trips through our proprietary software platform.
Platform						Arrangements where an independent operator contracts with us to acquire vehicles, generally through a sale, and we then grant the operator a license to use our software platform for a fee. Revenues and costs in this segment relate to both sale of products and services.
Retail Sales						Vehicle sale activity through retail channels.

The Company’s segment operating performance measure is gross profit (loss). Gross profit (loss) is defined as revenues less cost of revenues.

2226

The following tables provides information about the Company’s segments and a reconciliation of the total segment gross profit (loss) to loss before income taxes (in thousands):

Three Months Ended June 30,

Three Months Ended September 30,

2023

2022

Sharing Business

Platform Business

Retail Business

Total Segments

Sharing Business

Platform Business

Retail Business

Total Segments

Americas

3536,~~373~~998

~~517~~803

~~464~~36

3637,~~354~~837

4346,~~601~~504

31,~~678~~242

13,~~625~~659

4851,~~904~~405

EMEA

1114,~~184~~802

~~317~~529

~~272~~1,039

1116,~~773~~370

1620,~~961~~713

~~780~~649

5930

1721,~~800~~392

Rest of the World

~~207~~123

—

~~207~~123

6162

—

6162

Total revenues

4651,~~764~~923

~~834~~1,332

~~736~~1,075

4854,~~334~~330

6067,~~623~~279

41,~~458~~891

13,~~684~~689

6672,~~765~~859

Cost of revenues:

Americas

1314,~~986~~167

~~232~~277

~~429~~1,512

1415,~~647~~956

2419,~~360~~779

~~3,079~~926

31,~~065~~290

3021,~~505~~995

EMEA

69,~~295~~450

~~159~~142

~~117~~83

69,~~571~~675

911,~~159~~454

39(40)

8029

911,~~278~~443

Rest of the World

8349

—

8349

3129

—

3129

Cost of revenue, exclusive of depreciation

2023,~~364~~666

~~391~~419

~~546~~1,595

2125,~~301~~680

3331,~~551~~262

~~3,118~~886

31,~~145~~319

3933,~~814~~467

Americas

67,~~121~~167

—

67,~~121~~167

98,~~117~~540

—

98,~~117~~540

EMEA

12,~~531~~244

—

12,~~531~~244

93,~~290~~127

—

93,~~290~~127

Rest of the World

32—

—

32—

1714

—

1714

Depreciation on sharing vehicles

79,~~683~~411

—

79,~~683~~411

1811,~~424~~681

—

1811,~~424~~681

Impairment of Product Sales Inventory (Retail)

—

~~31,769~~—

Total cost of revenues

2833,~~047~~077

~~391~~419

~~546~~1,595

2835,~~984~~091

5142,~~975~~943

~~3,118~~886

341,~~914~~319

9045,~~007~~148

Total gross profit (loss)

18,~~717~~846

~~443~~913

~~190~~(520)

19,~~350~~239

824,~~648~~336

1,~~340~~005

~~(33~~2,~~230)~~370

~~(23~~27,~~242)~~711

Reconciling items:

Total operating expenses

3633,~~083~~872

~~317~~29,~~898~~439

Loss from operations

(1614,~~733~~633)

(~~341~~1,~~140~~728)

Interest income

~~105~~6

814

Interest expense

(12,~~905~~020)

(23,~~618~~779)

Other income, net

~~8,267~~86

23(3,~~518~~884)

Loss before income taxes

(1016,~~266~~561)

(~~320~~9,~~232~~377)

2327

Six Months Ended June 30,

Nine Months Ended September 30,

2023

2022

Sharing Business

Platform Business

Retail Business

Total Segments

Sharing Business

Platform Business

Retail Business

Total Segments

Americas

5693,~~676~~674

1,~~172~~975

~~629~~666

5896,~~478~~315

65111,~~431~~890

67,~~081~~350

47,~~014~~692

75126,~~526~~932

EMEA

1833,~~296~~098

~~464~~993

~~324~~1,363

1935,~~084~~454

2545,~~233~~990

1,~~133~~737

80111

2647,~~446~~838

Rest of the World

~~309~~432

—

~~309~~432

~~167~~229

—

~~167~~229

Total revenues

75127,~~281~~204

12,~~636~~968

~~954~~2,029

77132,~~871~~201

90158,~~830~~109

79,~~214~~087

47,~~095~~803

~~102~~174,~~139~~999

Cost of revenues:

Americas

2237,~~797~~544

~~482~~758

~~640~~1,572

2339,~~919~~874

3757,~~847~~432

5,~~266~~979

57,~~365~~060

4870,~~477~~471

EMEA

1120,~~486~~355

~~248~~390

~~103~~767

1121,~~837~~512

1628,~~684~~137

8544

~~111~~143

1628,~~880~~324

Rest of the World

~~162~~211

—1

—

~~162~~212

7296

—

7296

Cost of revenue, exclusive of depreciation

3458,~~444~~110

~~731~~1,149

~~743~~2,339

3561,~~918~~598

5485,~~603~~665

56,~~350~~023

57,~~476~~203

6598,~~429~~891

Americas

1320,~~389~~603

—

1320,~~389~~603

1322,~~821~~361

—

1322,~~821~~361

EMEA

46,~~082~~326

—

46,~~082~~326

1316,~~503~~630

—

1316,~~503~~630

Rest of the World

48—

—

48—

4054

—

4054

Depreciation on sharing vehicles

1726,~~518~~929

—

1726,~~518~~929

2739,~~364~~045

—

2739,~~364~~045

Impairment of Product Sales Inventory (Retail)

—

31,769

Total cost of revenues

5185,~~962~~039

~~731~~1,149

~~743~~2,339

5388,~~436~~527

81124,~~967~~710

56,~~350~~023

3738,~~245~~972

~~124~~169,~~562~~705

Total gross profit (loss)

2342,~~319~~165

~~905~~1,819

~~211~~(310)

2443,~~435~~674

833,~~863~~399

13,~~864~~064

(3331,~~150~~169)

~~(22~~5,~~423)~~294

Reconciling items:

Total operating expenses

76110,~~637~~509

~~418~~447,~~112~~551

Loss from operations

(5266,~~202~~835)

(~~440~~442,~~535~~257)

Interest income

~~112~~118

8195

Interest expense

(35,~~874~~894)

(47,~~092~~871)

Other income, net

2,~~288~~374

~~132~~128,~~098~~214

Loss before income taxes

(5370,~~676~~237)

(~~312~~321,~~448~~819)

Geographic Information

In accordance with ASC 280—Segment Reporting, the Company attributes Product Sales (and the related cost of Product Sales) based on the location of the subsidiary that made the sale, as opposed to the location of the customer or point of shipment.

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

2023

2022

2023

2022

Revenue by country

USA

33,~~392~~696

4850,~~092~~410

5589,~~499~~195

74125,~~683~~094

All other countries

1420,~~942~~635

1822,~~673~~449

2243,~~373~~005

2749,~~456~~905

Total

4854,~~334~~330

6672,~~765~~859

77132,~~871~~201

~~102~~174,~~139~~999

No other country in the rest of the world exceeds 10% of Revenue.

2428

(in thousands)	~~June~~September 30, 2023		December 31, 2022
Long-lived assets by country
USA	$	~~110~~135,~~101~~854	$	122,484
Canada	3433,~~142~~426		—
All other countries	2016,~~631~~156		27,749
Total	$	~~164~~185,~~874~~436	$	150,233

Long-lived assets include vehicles, net, vehicle deposits, goodwill, right-of-use assets, intangible assets and fixed assets. Goodwill is attributable to the Bird Canada acquisition and is included in the Sharing reportable segment.

Note 14 – Supplemental Cash Flow Information

The following are the investing and financing activities of the Company (in thousands) that affect the Company’s assets and liabilities, but do not have a cash impact.

	June 30, 2023		December 31, 2022
	September 30, 2023		December 31, 2022
Noncash investing activities:
Non-cash investing activities:
Acquisition of Bird Canada
Working capital excluding cash & cash equivalents	$	(1,~~852~~730)	$	—
Long-lived assets	31,~~677~~409		—
Noncash financing activities:
Acquisition of Spin
Working capital excluding cash & cash equivalents	(26,392)		—
Long-lived assets	37,547		—
Non-cash financing activities:
Issuance of convertible notes as part of acquisition	$	25,983	$	6,000
Issuance of common shares as part of acquisition	3,696		—
Issuance of common shares as part of acquisitions	5,996		—

~~Note 15 – Subsequent Events~~29

The Company has evaluated subsequent events through the filing of this Quarterly Report and determined that, there have been no events that have occurred that would require adjustment to, or disclosure in, our condensed consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report, as well as our audited annual consolidated financial statements and related notes as disclosed in our 2022 Form 10-K. This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in Part II, Item 1A. “Risk Factors” in this Quarterly Report and Part I, Item 1A. “Risk Factors” in our 2022 Form 10-K.

Overview

Bird’s mission is to provide environmentally friendly transportation for everyone. We believe in leading the transition to clean, equitable transportation through innovation and technology. In partnership with cities, Bird’s proprietary technology and operations are revolutionizing the existing transportation paradigm by making lightweight electric vehicles readily available to rent around the world.

Since our first shared ride in 2017, we have witnessed rapid growth in our vehicle-sharing business. Today, Bird offers riders an on-demand, affordable, and cleaner alternative for their short-range mobility needs in more than 350 cities, primarily across the United States, Canada, Europe, the Middle East, and Australia. We believe that Bird is uniquely positioned to capture share in this market due to (i) our superior rider experience, which solves many of the traditional mobility pain points, (ii) sustainability being core to our mission and business model, (iii) our advanced hardware and software capabilities, (iv) our adaptive operating model, including our experience operating both through in-house teams and through our mutually beneficial Fleet Manager program, and (v) our record of building successful city partnerships by focusing on city needs~~, and (vi) our strong positive year-round unit economics~~.

We are witnessing an increased adoption of environmentally conscious transportation alternatives by consumers around the world. Bird is continuing to work with cities to increase micromobility access and infrastructure investments to ensure that the shift to sustainable urban transportation continues.

Business Model

Sharing

Our core vehicle-sharing business and operations (“Sharing”) provide riders with on-demand access to Bird vehicles (e-scooters and e-bikes), enabling them to locate, unlock, and pay for rides through our mobile application (the “Bird App”). Bird generates revenue from trips taken on our shared vehicles. For a single ride, riders typically pay a fixed unlock fee to access the vehicle in addition to a market-level, per-minute price for each minute the vehicle is in use. We generate the substantial majority of our revenue from our Sharing business.

Local in-market operations for our Sharing business are either managed with the support of a network of local logistic providers (“Fleet Managers”) or through our in-house teams (“In-House”). Prior to the second quarter of 2020, substantially all of our in-market operations were conducted In-House. After temporarily pausing operations at the onset of COVID-19 in March 2020, we rapidly shifted to the Fleet Manager operating model as a way to quickly relaunch and provide safe and socially distanced transportation options for our global city partners. While we continue to operate certain of our operations primarily under our Fleet Manager operating model to expand into new markets and positively impact year-round unit economics, segments of our business have successfully operated in-house since inception, proving it is a viable and profitable operating model in select cities.

Fleet Managers typically manage logistics for fleets of 100 or more Bird-owned vehicles in their local markets, driving meaningful scale as we expand into small to mid-sized cities. With the support of our central operations team and advanced technology platform, Fleet Managers manage the day-to-day logistics responsibilities required for proper fleet management, including deploying, repairing, relocating, and charging Bird vehicles. Through a revenue share model, Fleet Managers make money on rides taken on the vehicles in their care, creating built-in economic incentives to ensure these vehicles are properly maintained, and strategically placed to align with local demand. There are no upfront fees to Bird associated with becoming a Fleet Manager, and Fleet Managers typically utilize existing tools and resources to manage their fleet. As such, the Fleet Manager program provides economic advancement opportunities to local businesses.

2630

Platform

To scale our mission to a greater population, we offer a white labeled version of our products and technology (“Bird Platform”). We sell fleets of Bird vehicles to our Platform partners for them to operate in their local markets. We also receive a service and license fee for access to our systems so the vehicles can be used by riders. Both sales of vehicles and service and licenses fees are presented as Platform revenues and Cost of Platform revenues.

Retail Sales

We sell Bird vehicles for personal use (“Retail Sales”) through select retail and wholesale channels. In May 2022, we announced our decision to discontinue our Retail Sales portfolio offering, simplify our business model and realign our resources to prioritize Sharing operations within our existing regions. We significantly impaired the assets involved in the Retail Sales business in 2022, and we expect to sell our remaining inventory by the end of fiscal 2023 at roughly breakeven.

~~The~~ Business ~~Combination~~Combinations

OnSpin ~~December 30, 2022 (the “Closing Date”) and effective as of January 3, 2023 (the “~~Acquisition Closing Date”), Bird Global, Inc. (the “Company”) entered into a share purchase agreement (the “Share Purchase Agreement”) with 1393631 B.C. Unlimited Liability Company, a British Columbia ULC and indirect wholly owned subsidiary of the Company (the “Purchaser”), Bird Canada Inc. (“Bird Canada”), and certain sellers party thereto (the “BC Sellers”). Pursuant to the Share Purchase Agreement, among other things, the Purchaser acquired from the BC Sellers 100% of the issued and outstanding shares of Bird Canada in exchange for the issuance by the Company to the BC Sellers of an aggregate principal amount of $27.0 million of its 12.0% Convertible Senior Secured Notes due 2027 (the “Notes”), 728,175 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and a nominal amount of cash consideration (the “Acquisition”).

~~The~~Effective ~~Notes~~as ~~were~~of ~~issued~~September ~~and~~19, ~~sold~~2023, the Company entered into the Spin Acquisition Agreement with Spin, acquiring 100% of their stock in aexchange ~~private~~for ~~placement~~agreed toupon ~~certain~~consideration ~~“accredited~~of ~~investors”~~approximately ~~conducted~~$19 million ~~pursuant~~before toadjustments, ~~Section~~which 4is comprised of (a) $10 million in cash, (2b) of$6 million in the ~~Securities~~form ~~Act~~ of ~~1933,~~a assecured ~~amended~~vendor ~~(the~~take-back ~~“Securities~~promissory ~~Act”~~note, and (c). ~~The~~$3 million ~~terms~~in hold-back consideration comprised of $1 million in cash and $2 million of the ~~Notes~~Company’s ~~are~~Class ~~governed~~A byCommon aStock ~~note~~based ~~purchase~~on ~~agreement,~~the ~~dated~~volume asweighted ofaverage ~~December~~price ~~30,~~for ~~2022~~a (share traded on the ~~“Note~~NYSE ~~Purchase~~during ~~Agreement”),~~the by30 ~~and~~trading ~~among~~days ending on the ~~Company,~~first astrading ~~issuer,~~day immediately preceding the ~~several~~agreement ~~purchasers~~date. ~~from~~The ~~time~~purchase price is to ~~time~~be ~~party~~adjusted ~~thereto~~for ~~(collectively,~~any net working capital adjustments identified during the ~~“Note~~90 ~~Purchasers”)~~days ~~and~~immediately Ufollowing the acquisition.S. ~~Bank~~The ~~Trust~~operations ~~Company,~~of ~~National~~Spin ~~Association,~~were asincluded ~~collateral~~in ~~agent~~the (condensed consolidated financial statements for the ~~“Collateral~~quarter ~~Agent”).~~from the acquisition date to September 30, 2023.

Spin is a micromobility company with operations throughout North America. The purpose of the acquisition was to gain access to new city permits and markets and new vehicles.

Bird Canada Acquisition

On December 30, 2022 and effective as of January 3, 2023 (the “Acquisition Closing Date”), Bird Global, Inc. entered into a share purchase agreement with 1393631 B.C. Unlimited Liability Company, a British Columbia ULC and indirect wholly owned subsidiary of the Company (the “Purchaser”), Bird Canada Inc. (“Bird Canada”), and certain sellers party thereto (the “BC Sellers”). Pursuant to the Share Purchase Agreement, among other things, the Purchaser acquired from the BC Sellers 100% of the issued and outstanding shares of Bird Canada in exchange for the issuance by the Company to the BC Sellers of an aggregate principal amount of $27.0 million of its 12.0% Convertible Senior Secured Notes due 2027 (the “Notes”), 728,175 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and a nominal amount of cash consideration.

The Notes were issued and sold in a private placement to certain “accredited investors” conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The terms of the Notes are governed by a certain Note Purchase Agreement, dated as of December 30, 2022 (the “Note Purchase Agreement”), by and among the Company, as issuer, the several purchasers from time to time party thereto (collectively, the “Note Purchasers”) and U.S. Bank Trust Company, National Association, as collateral agent (the “Collateral Agent”).

Recent Developments

There have been no material changes to the “Recent Developments” in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our 2022 Form 10-K other than the Spin Acquisition (See Note 3 - Acquisitions for further discussion) and the delisting of the Company’s securities from the NYSE (See Note 1 - Organization and Summary of Significant Accounting Policies for further discussion).

Components of our Results of Operations

Sharing Revenue

Our revenue is primarily generated from our Sharing business. Customers generally pay for their ride from their preloaded wallet balance on a per-ride basis, and revenue is typically recognized at the completion of the ride. A portion of the customer’s unused wallet balance is recognized as breakage revenue when the likelihood of the customer exercising its ~~remaining rights becomes remote.~~

remaining rights becomes remote.

Cost of Sharing Revenue, Exclusive of Depreciation

Cost of Sharing revenue, exclusive of depreciation, primarily consists of variable costs. Our main business model results in costs under the Fleet Manager program, although we still incur costs under the In-House operating model. Within both operating models, costs of revenue include payment processing fees, network infrastructure, vehicle count adjustments, and city permit fees.

Payment processing fees include merchant fees and chargebacks. Network infrastructure includes the costs to host the Bird App, as well as our mobile data fees. Vehicle count adjustments include costs recognized from vehicle adjustments during quarterly hard counts at our regional distribution centers and in-market resource centers based on reporting from Fleet Managers.

The Fleet Manager operating model leverages support from local service providers to provide logistics for, and maintain fleets of, Bird-owned vehicles. Costs included within the Fleet Manager operating model primarily consist of the revenue share payments made to Fleet Managers.

Costs related to In-House operations primarily include payments to workers, service center overhead, and independent contractors for vehicle maintenance, including consumption of spare parts, as well as certain ancillary tasks, and service center and distribution network expenses. The service center and distribution network expenses are associated with charging, repairing, hibernating, and maintaining the vehicles.

Depreciation on Sharing Vehicles

We capitalize expenses incurred to bring a vehicle to a condition where it can be initially deployed within our Sharing business. The costs include the amount paid for the vehicles, freight from the manufacturer, customs and duties, and specific tariff costs imposed by the United States on goods imported from China. Our vehicles are shipped as finished goods.

We depreciate Deployed Vehicles (as defined below under the heading “Non-GAAP Financial Measures”) using a usage-based depreciation methodology based on the number of rides taken by customers.

Platform Partner Revenue

We sell vehicles to our Platform partners for them to operate in their region. Along with the revenue from those sales, we recognize services and license fees for our partners’ use of our software platform in this segment.

Cost of Platform Partner Revenue

Cost of Platform Partner Revenues consist of the cost of vehicles sold to Platform partners, an allocation of our network and infrastructure costs associated with running our software platform, as well as transaction fees associated with rides taken on Platform vehicles.

Retail Sales Revenue

We generate revenue from Retail Sales, primarily consisting of sales of our vehicles to retail customers. Our retail customers include distributors, retailers, and direct customers.

Cost of Retail Sales Revenue

Cost of Retail Sales revenue primarily consists of the amount paid for the vehicles, freight to the customer, customs and duties, certain insurance costs, refurbishments, and any adjustments to inventory on hand.

Impairment of Retail Sales Inventory

Retail Sales inventory consists of vehicles and spare parts available for sale, valued at the lower of cost based on an average cost method or net realizable value. The valuation of Retail Sales inventory requires the Company to make judgments and, based on currently available information, may result in impairments.

General and Administrative Expenses

General and administrative expenses represent costs incurred by us for executive and management overhead and administrative and back-office support functions. These costs primarily consist of salaries, commissions, benefits, severance, travel, bonuses, and stock-based compensation expense (collectively, “personnel expenses”); software licenses and hardware, network and cloud, and information technology services (collectively, “technology services”); professional service providers, off-site storage and logistics, certain insurance coverage, and an allocation of office rent and utilities (collectively, “facilities expenses”); and other corporate-related expenses associated with our general and administrative divisions. General and administrative expenses are generally expensed as incurred. We incurred additional general and administrative expense as a result of the stock-based compensation expense associated with the issuance of RSUs granted in connection with the Business Combination (the “Closing Grants”), certain of which contain both service-based and market-based vesting conditions and are recognized under the accelerated attribution method.

Selling and Marketing Expenses

Selling and marketing expenses represent costs incurred by us to source new Fleet Managers and customers. These costs primarily consist of personnel expenses, advertising expenses, brand and creative services, promotional vehicles, and an allocation of certain technology services and facilities expenses related to our selling and marketing divisions. Selling and marketing expenses are generally expensed as incurred.

Research and Development Expenses

Research and development expenses represent costs incurred by us to develop, design, and enhance our hardware and software products, services, technologies, and processes. These costs primarily consist of personnel expenses, professional service providers, mechanical engineering, and an allocation of certain technology services and facilities expenses related to our research and development divisions. Research and development costs are generally expensed as incurred. We incurred additional research and development expense as a result of the stock-based compensation expense associated with the issuance of the Closing Grants, certain of which contain both service-based and market-based conditions and are recognized under the accelerated attribution method.

Interest Income

Interest income represents any interest earned on cash or securities held.

Interest Expense

Interest expense primarily consists of interest incurred on debt obligations and the amortization of deferred costs on our debt, as well as costs associated with extinguishment of debt.

Other Income (Expense), Net

Other income (expense), net primarily consists of foreign currency exchange gains and losses, costs associated with the issuance of derivative liabilities, and mark-to-market (“MTM”) adjustments of derivative liabilities and convertible senior secured notes.

Provision for Income Taxes

Provision for income taxes primarily consists of income taxes in foreign jurisdictions and U.S. state income taxes. As we expand the scale of our international business activities, any changes in the U.S. and foreign taxation of such activities may increase our overall provision for income taxes in the future.

We have a valuation allowance for our U.S. deferred tax assets, including federal and state net operating losses, as well as the majority of our foreign deferred tax assets. We expect to maintain this valuation allowance until it becomes more likely than not that the benefit of our deferred tax assets will be realized by way of expected future taxable income.

Results of Operations

Loss from operations and Net loss

Three Months Ended ~~June~~September 30, 2023 compared to Three Months Ended ~~June~~September 30, 2022

The following table presents the Company’s loss from operations, net loss, and the associated per share amounts for the three months ended ~~June~~September 30, 2023 and 2022:

	Three Months Ended June 30,
	Three Months Ended September 30,
(in thousands, except per share amounts)	2023		2022
Loss from operations	$	(1614,~~733~~633)	$	(~~341~~1,~~140~~728)
Net loss	$	(919,~~310~~812)	$	(~~320~~9,~~316~~766)
Loss per share - Basic	$	(0.73)	$	(29.04)
Loss per share - Basic and Diluted	$	(1.47)	$	(0.86)
Loss per share - Diluted	$	(0.73)	$	(29.04)

29In the three months ended September 30, 2023, we recorded a loss from operations of $14.6 million, a change of $12.9 million, or 747%, as compared to a loss of $1.7 million in the same period last year. The loss from operations was primarily as a result of a $18.5 million reduction in revenues in Sharing, Platform and Retail segments. This was offset by a reduction in Cost of Revenues of $10.1 million. We recorded a net loss for the three months ended September 30, 2023 of $19.8 million, as compared to a net loss of $9.8 million in the same period last year as a result of the decreases in revenues. Further impacting the net losses is a $4.4 million increase in total operating expenses.

In the three months ended June 30, 2023, we recorded a loss from operations of $16.7 million, an improvement of $324.4 million, or 95%, as compared to the same period last year. Our focus on reducing operating costs and operational efficiencies led to reductions in Cost of Revenues and Operating expenses. We recorded a net loss for the three months ended June 30, 2023 of $9.3 million, as compared to net loss of $320.3 million in the same period last year. The ~~significant~~change ~~reduction~~ in ~~our~~losses loss from operations arose from several different areas, most notably the absence of impairment charges that were recognized in the prior year’s second quarter, specifically $31.8 million of impairment charges against our product sales inventory and $215.8 million of impairment charges relating to vehicles and other assets. The reduction was ~~further~~partially ~~impacted~~offset by a decrease in ~~stock~~Other ~~based~~Expenses ~~compensation~~ of $374.80 million. ~~The~~to ~~reduction was partially offset by a decrease in~~ Other Income of $150.~~3 million to $8.3~~1 million in the three months ended ~~June~~September 30, 2023, compared to Other Expense of $233.59 million in the same period last year, as a result of mark-to-market adjustments on fair-valued liabilities in the prior year.

~~Six~~Nine Months Ended ~~June~~September 30, 2023 compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2022

The following table presents the Company’s loss from operations, net loss, and the associated per share amounts for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022:

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2023		2022
Loss from operations	$	(5266,~~202~~835)	$	(~~440~~442,~~535~~257)
Net loss	$	(5373,~~628~~440)	$	(~~312~~322,~~569~~334)
Loss per share - Basic	$	(4.22)	$	(28.45)
Loss per share - Basic and Diluted	$	(5.66)	$	(28.98)
Loss per share - Diluted	$	(4.22)	$	(28.45)

In the ~~six~~nine months ended ~~June~~September 30, 2023, we recorded a loss from operations of $5266.28 million, an improvement of $~~388~~375.34 million, or 8885%, as compared to the same period last year. Our focus on reducing operating costs and operational efficiencies led to reductions in Cost of Revenues and ~~Operating~~operating expenses at a greater proportion than the decrease in revenues. The significant reduction in our loss from operations arose from several different areas, most notably the absence of impairment charges that were booked in the prior year’s second quarter, specifically $31.8 million of impairment charges against our product sales inventory and impairment charges of $215.8 million relating to vehicles and other assets. The reduction was further impacted by a decrease in stock -based compensation of $7964.26 million. These were partially offset by a reduction of $~~129~~125.8 million in Other Income generated by decreased fair value adjustments to our fair-valued liabilities. The improvement in net losses was offset by a $42.8 million decrease in revenues in the nine months ended September 30, 2023 compared to the prior year.

We evaluate our sharing and platform partner services business operations based on certain key operating metrics. The following are definitions of these key operating metrics, followed by key operating metrics numbers.

Rides: Rides is a key indicator of the usage and scale of our Sharing business. We calculate Rides as the total number of paid and unpaid trips completed by customers of our Sharing business. Rides have decreased in the ~~first~~nine ~~half~~months of 2023 as we have scaled our operations and exited certain jurisdictions. Rides are seasonal to a certain degree. We typically experience higher levels of activity in the second and third quarters as a result of improved weather conditions in the Northern Hemisphere and lower levels of activity in the first and fourth quarters as weather conditions worsen.

Rides per Deployed Vehicle per Day (“RpD”): RpD represents the rate at which our shared vehicles are utilized by riders. We calculate RpD as the total number of Rides divided by total Deployed Vehicles (as defined below) in our Sharing business each calendar day.

Deployed Vehicles: Deployed Vehicles represent the number of vehicles available to riders through our Sharing business. We calculate Deployed Vehicles on a pro-rata basis over a 24-hour period, wherein two vehicles deployed for a combined period of 24 hours equate to one Deployed Vehicle. Deployed Vehicles constitute a portion of our total fleet, and we strategically deploy vehicles depending on a variety of factors, including weather, historical demand, time of day, and day of the week. If a vehicle is charging, under repair, or temporarily missing, it is not considered deployed. During the winter months, we proactively place portions of our fleet in reserve to align with seasonal demand and preserve our asset base. Therefore, Deployed Vehicle volumes tend to fluctuate seasonally.

The following tables set forth our results of operations for the periods presented (in thousands, except for operating metrics, which are in units). The period-to-period comparison of financial results are not necessarily indicative of future results.

Sharing Business

Three Months Ended ~~June~~September 30, 2023 compared to Three Months Ended ~~June~~September 30, 2022

The following table presents information about the number of rides from the Sharing Business reportable segment and the associated gross profit for the three months ended ~~June~~September 30, 2023 and 2022, in thousands except Rides and ~~Average Rides per Deployed Vehicle per Day:~~

	Three Months Ended June 30,
		2023		2022		Change		% Change
Rides		8,100,877		13,244,378		$	(5,143,501)	(39)	%
Average Rides per Deployed Vehicle per Day (x)		1.17		1.43		$	(0.26)	(18)	%
Revenues from sharing		$	46,764	$	60,623	$	(13,859)	(23)	%
Cost of sharing, exclusive of depreciation		20,364		33,551		(13,187)		(39)	%
Depreciation on sharing vehicles		7,683		18,424		(10,741)		(58)	%
Total Cost of Sharing		28,047		51,975		(23,928)		(46)	%
Sharing gross profit		$	18,717	$	8,648	$	10,069	116	%

Average Rides per Deployed Vehicle per Day:

The decrease in rides of $5.1 million during the three month period ended June 30, 2023, compared to the same period last year, is due to numerous factors, including the exit from jurisdictions we operated in that were high volume but low profitability during 2022, an increase in inclement weather experienced in the quarter, which is defined as weather during riding hours that contains precipitation, and availability of deployed vehicles in productive locations. RpD decreased by 0.26 in the second quarter of 2023 as compared to the second quarter of 2022. We continue to focus on a number of initiatives to ensure that our fleet of vehicles are being optimized, which includes increasing efforts to reduce repair turnaround time, and optimize placement of the vehicles to increase rider share.


	Three Months Ended September 30,
		2023		2022		Change		% Change
Rides		9,688,951		14,893,282		(5,204,331)		(35)	%
Average Rides per Deployed Vehicle per Day (x)		1.33		1.49		$	(0.16)	(11)	%

Revenues from sharing		$	51,923	$	67,279	$	(15,356)	(23)	%
Cost of sharing, exclusive of depreciation		23,666		31,262		(7,596)		(24)	%
Depreciation on sharing vehicles		9,411		11,681		(2,270)		(19)	%
Total Cost of Sharing		33,077		42,943		(9,866)		(23)	%
Sharing gross profit		$	18,846	$	24,336	$	(5,490)	(23)	%

~~Commensurate~~The ~~with the~~ decrease in rides, ~~this~~of ~~quarter’s Sharing Revenue decreased by $13~~5.9 2 million, orduring ~~23%, for~~ the three months ended ~~June~~September 30, 2023, compared to the same period last year~~. Included~~, is due to numerous factors, including the exit from jurisdictions we operated in ~~Sharing~~that ~~Revenue~~were high volume but low profitability during 2022, an increase in inclement weather experienced in the quarter, which is ~~breakage~~defined ~~revenue~~as weather during riding hours that contains precipitation, and availability of $8deployed vehicles in productive locations.3 ~~million~~RpD ~~for~~decreased ~~aged~~by ~~wallet~~0.16 ~~balances,~~in the ~~likelihood~~third quarter of ~~use~~2023 as compared to the third quarter of 2022. We continue to focus on a number of initiatives to ensure that our fleet of vehicles are being optimized, which ~~has~~includes ~~been~~increasing ~~considered~~efforts ~~remote~~to reduce repair turnaround time, and optimize placement of the vehicles to increase rider share.

~~The~~Commensurate ~~Cost~~with ofthe ~~Sharing~~decrease ~~Revenue~~in rides, ~~exclusive~~this ofquarter’s ~~Depreciation~~Sharing ~~increased~~Revenue todecreased by $1315.24 million, or 3923%, ~~primarily~~for ~~due~~the tothree amonths ~~reduction~~ended inSeptember 30, ~~fleet~~2023, ~~manager~~compared ~~payments~~to ~~resulting from decreased rides in~~ the ~~quarter~~same ~~and~~period alast ~~change~~year. Included in ~~the~~Sharing ~~effective~~Revenue ~~fleet~~is ~~manager~~breakage ~~payment~~revenue ~~rate which was affected by the closure~~ of ~~several jurisdictions in which we paid higher payments~~$3.0 ~~Transaction~~million ~~fees,~~for ~~which~~aged ~~are primarily driven by customer~~ wallet ~~top-ups and rides~~balances, ~~also decreased as compared to~~ the ~~prior~~likelihood ~~year~~of ~~quarter~~use ~~due~~of towhich ~~the~~has ~~reduced~~been ~~rides~~considered remote.

~~Depreciation~~The onCost of Sharing ~~vehicles~~Revenue, exclusive of Depreciation decreased by $~~10.~~7 .6 million, or 5824%, ~~for~~primarily due to a reduction in Fleet Manager payments resulting from decreased rides in the ~~three~~quarter ~~months~~and ~~ended~~a ~~June 30,~~change ~~2023,~~in ~~compared~~the toeffective fleet manager payment rate which was affected by the ~~same~~closure ~~period~~of ~~last~~several ~~year~~jurisdictions in which we paid higher payments. ~~The~~Transaction ~~decrease~~fees, ~~was~~which are primarily driven by ~~the~~customer ~~decrease~~wallet intop-ups ~~Vehicles~~and rides, ~~net~~also ~~due~~decreased as compared to ~~impairments~~the ~~recorded~~prior inyear ~~2022~~quarter due to the reduced rides.

31Depreciation on Sharing vehicles decreased by $2.3 million, or 19%, for the three months ended September 30, 2023, compared to the same period last year. The decrease was primarily driven by the decrease in Vehicles, net due to impairments recorded in 2022.

~~Six Months Ended June 30, 2023 compared to Six Months Ended June 30, 2022~~35

~~The~~Nine ~~following~~Months ~~table~~Ended ~~presents~~September ~~information about the number of rides from the Sharing Business reportable segment and the associated gross profit for the six months ended June~~ 30, 2023 ~~and~~compared ~~2022,~~to inNine ~~thousands~~Months ~~except~~Ended ~~Rides~~September ~~and~~30, ~~Average Rides per Deployed Vehicle per Day:~~2022

	Six Months Ended June 30,
		2023		2022		Change		% Change
Rides		12,814,464		20,002,559		$	(7,188,095)	(36)	%
Average Rides per Deployed Vehicle per Day (x)		1.02		1.26		$	(0.24)	(19)	%
Revenues from sharing		$	75,281	$	90,830	$	(15,549)	(17)	%
Cost of sharing, exclusive of depreciation		34,444		54,603		(20,159)		(37)	%
Depreciation on sharing vehicles		17,518		27,364		(9,846)		(36)	%
Total Cost of Sharing		51,962		81,967		(30,005)		(37)	%
Sharing gross profit		$	23,319	$	8,863	$	14,456	163	%

The following table presents information about the number of rides from the Sharing Business reportable segment and the associated gross profit for the nine months ended September 30, 2023 and 2022, in thousands except Rides and Average Rides per Deployed Vehicle per Day:

In the first half of 2023, our overall ride volume decreased by $7.2 million rides compared to the same period last year due to numerous factors, including the exit from jurisdictions we operated in that were high volume but low profitability during 2022, an increase in inclement weather experienced in the quarter, which is defined as weather during riding hours that contains precipitation, and availability of deployed vehicles in productive locations. RpD decreased by $0.24 in the first half of 2023 as compared to the first half of 2022. We continue to focus on a number of initiatives to ensure that our fleet of vehicles are being optimized, which includes increasing efforts to reduce repair turnaround time, and optimize placement of the vehicles to increase rider share.


	Nine Months Ended September 30,
		2023		2022		Change		% Change
Rides		22,503,415		34,895,841		(12,392,426)		(36)	%
Average Rides per Deployed Vehicle per Day (x)		1.13		1.35		$	(0.22)	(16)	%

Revenues from sharing		$	127,204	$	158,109	$	(30,905)	(20)	%
Cost of sharing, exclusive of depreciation		58,110		85,665		(27,555)		(32)	%
Depreciation on sharing vehicles		26,929		39,045		(12,116)		(31)	%
Total Cost of Sharing		85,039		124,710		(39,671)		(32)	%
Sharing gross profit		$	42,165	$	33,399	$	8,766	26	%

~~Commensurate~~In ~~with~~ the ~~decrease~~nine inmonths ~~rides~~ended September 30, ~~this~~2023, ~~year’s~~our ~~sharing~~overall ~~revenue~~ride volume decreased by ~~$15~~12.54 million rides compared to the same period last year due to numerous factors, orincluding ~~17%~~the exit from jurisdictions we operated in that were high volume but low profitability during 2022, ~~for~~an increase in inclement weather experienced in the ~~six~~quarter, which is defined as weather during riding hours that contains precipitation, and availability of deployed vehicles in productive locations. RpD decreased by $0.22 in the nine months ended ~~June~~September 30, 2023, as compared to ~~the~~2022. ~~same~~We ~~period~~continue ~~last~~to ~~year.~~focus ~~Included~~on ina ~~Sharing~~number ~~Revenue~~of isinitiatives ~~breakage~~to ~~revenue~~ensure ofthat ~~$13.2~~our ~~million~~fleet ~~for~~of ~~aged~~vehicles ~~wallet~~are ~~balances~~being optimized, ~~the~~which ~~likelihood~~includes ofincreasing ~~use~~efforts to reduce repair turnaround time, and optimize placement of ~~which~~the ~~has~~vehicles ~~been~~to ~~considered~~increase ~~remote~~rider share.

~~The~~Commensurate ~~improvement~~with inthe ~~our~~decrease ~~Cost~~in ofrides, ~~Sharing~~this ~~Revenue,~~year’s ~~exclusive~~sharing ofrevenue ~~Depreciation~~decreased ofby $2030.29 million, or 3720%, ~~was~~for ~~primarily~~the ~~due~~nine tomonths aended ~~reduction~~September 30, in2023, ~~fleet~~compared ~~manager payments due~~ to ~~decreased rides in~~ the ~~quarter~~same asperiod ~~well~~last asyear. aIncluded ~~change~~ in ~~the~~Sharing ~~effective~~Revenue ~~fleet~~is ~~manager~~breakage ~~payment~~revenue ~~rate due to the closure~~ of ~~several jurisdictions in which we paid higher payments~~$12.3 ~~Transaction~~million ~~fees,~~for ~~which~~aged ~~are primarily driven by customer~~ wallet ~~top-ups and rides~~balances, ~~also~~the ~~decreased~~likelihood asof ~~compared~~use toof ~~the~~which ~~prior~~has ~~year~~been ~~due~~considered ~~to the reduced rides~~remote.

~~Depreciation~~The onimprovement in our Cost of Sharing ~~vehicles~~Revenue, ~~increased~~exclusive byof Depreciation of $927.86 million, or 3632%, ~~for~~was primarily due to a reduction in fleet manager payments due to decreased rides in the ~~six~~quarter ~~months~~as ~~ended~~well ~~June 30,~~as ~~2023,~~a ~~compared~~change in the effective fleet manager payment rate due to the ~~same~~closure ~~period~~of ~~last~~several ~~year~~jurisdictions in which we paid higher payments. ~~The~~Transaction ~~decrease~~fees, ~~was~~which are primarily driven by ~~the~~customer ~~decrease~~wallet intop-ups ~~Vehicles~~and rides, ~~net~~also ~~due~~decreased as compared to ~~impairments~~the ~~recorded~~prior inyear ~~2022~~due to the reduced rides.

Depreciation on Sharing vehicles decreased by $12.1 million, or 31%, for the nine months ended September 30, 2023, compared to the same period last year. The decrease was primarily driven by the decrease in Vehicles, net due to impairments recorded in 2022.

Platform Business

Three Months Ended ~~June~~September 30, 2023 compared to Three Months Ended ~~June~~September 30, 2022

The following table presents information about the number of rides from the Platform Business reportable segment and the associated gross profit for the three months ended ~~June~~September 30, 2023 and 2022, in thousands except Rides and Average Rides per Deployed Vehicle per Day:

	Three Months Ended June 30,
	Three Months Ended September 30,
		2023		2022		Change		% Change
Rides		~~707~~921,~~720~~847		1,~~267~~593,~~640~~280		(~~559~~671,~~920~~433)		(4442)	%
Average Rides per Deployed Vehicle per Day (x)		1.16		1.74		(0.58)		(33)	%
Revenues from platform business		$	~~834~~1,332	$	41,~~458~~891	$	(~~3,624~~559)	(8130)	%
Cost of platform revenue		~~391~~419		~~3,118~~886		(~~2,727~~467)		(8753)	%
Platform gross profit		$	~~443~~913	$	1,~~340~~005	$	(~~897~~92)	(679)	%

32The Platform business earns revenues through the sale of vehicles to its platform partners, as well as through per-ride service and license fees for use of our proprietary software platform and tools. Rides in the platform segment decreased 42% as compared to the prior quarter. Prior to its acquisition on January 3, 2023, Bird Canada was classified as a Platform partner and its results were included in this segment in 2022. The rides accruing to Bird Canada after January 3, 2023 are now included in the results of our Sharing segment. The Company did not have any sales of vehicles to Platform partners in the quarter but anticipates future vehicle sales to Platform partners, though the timing and volume of such purchases is not guaranteed.

~~The~~Nine ~~Platform~~Months ~~business~~Ended ~~earns~~September ~~revenues through the sale of vehicles to its platform partners~~30, as2023 ~~well as through per-ride service and license fees for use of our proprietary software platform and tools. Rides in the platform segment decreased as~~ compared to ~~the~~Nine ~~prior~~Months ~~quarter.~~Ended ~~Prior~~September ~~to its acquisition on January 3~~30, ~~2023, Bird Canada was classified as a Platform partner and its results were included in this segment in~~ 2022. The rides accruing to Bird Canada after January 3, 2023 are now included in the results of our Sharing segment. The Company did not have any sales of vehicles to Platform partners in the quarter but anticipates future vehicle sales to Platform partners, though the timing and volume of such purchases is not guaranteed.

~~Six~~The ~~Months~~following ~~Ended~~table ~~June~~presents ~~30,~~information ~~2023~~about ~~compared~~the tonumber ~~Six~~of ~~Months~~rides ~~Ended~~from ~~June~~the Platform Business reportable segment and the associated gross profit for the nine months ended September 30, 2023 and 2022, in thousands except Rides and Average Rides per Deployed Vehicle per Day:

The following table presents information about the number of rides from the Platform Business reportable segment and the associated gross profit for the six months ended June 30, 2023 and 2022, in thousands except Rides and Average Rides per Deployed Vehicle per Day:


	Nine Months Ended September 30,
		2023		2022		Change		% Change
Rides		2,098,370		3,421,962		(1,323,592)		(39)	%
Average Rides per Deployed Vehicle per Day (x)		1.14		1.54		(0.40)		(26)	%

Revenues from platform business		$	2,968	$	9,087	$	(6,119)	(67)	%
Cost of platform revenue		1,149		6,023		(4,874)		(81)	%
Platform gross profit		$	1,819	$	3,064	$	(1,245)	(41)	%

	Six Months Ended June 30,
		2023		2022		Change		% Change
Rides		1,176,523		1,828,682		(652,159)		(36)	%
Average Rides per Deployed Vehicle per Day (x)		1.14		1.54		(0.40)		(26)	%
Revenues from platform business		$	1,636	$	7,214	$	(5,578)	(77)	%
Cost of platform revenue		731		5,350		(4,619)		(86)	%
Platform gross profit		$	905	$	1,864	$	(959)	(51)	%

The Platform business earns revenues through the sale of vehicles to its platform partners, as well as through per-ride service and license fees for use of our proprietary software platform and tools. Rides in the platform segment decreased 39% as compared to the prior year. Prior to its acquisition on January 3, 2023, Bird Canada was classified as a Platform partner and its results were included in this segment in 2022. The rides accruing to Bird Canada after January 3, 2023 are now included in the results of our Sharing segment. In the prior year, Bird Canada also made significant vehicle purchases to update its fleet, which were included in Platform revenues, which will not recur as Bird Canada is now a subsidiary of Bird and new vehicle additions would be considered capital investments. Certain other vehicle purchases from 2022 have not recurred in the nine months ended September 30, 2023. The Company anticipates future vehicle sales to Platform partners, though the timing and volume of such purchases is not guaranteed.

The Platform business earns revenues through the sale of vehicles to its platform partners, as well as through per-ride service and license fees for use of our proprietary software platform and tools. Rides in the platform segment decreased as compared to the prior year. Prior to its acquisition on January 3, 2023, Bird Canada was classified as a Platform partner and its results were included in this segment in 2022. The rides accruing to Bird Canada after January 3, 2023 are now included in the results of our Sharing segment. In the prior year, Bird Canada also made significant vehicle purchases to update its fleet, which were included in Platform revenues, which will not recur as Bird Canada is now a subsidiary of Bird and new vehicle additions would be considered capital investments. Certain other vehicle purchases from the first half of 2022 have not recurred in the six months ended June 30, 2023. The Company anticipates future vehicle sales to Platform partners, though the timing and volume of such purchases is not guaranteed.37

Retail Sales

Three Months Ended ~~June~~September 30, 2023 compared to Three Months Ended ~~June~~September 30, 2022

The following table presents information about the Retail Sales reportable segment and the associated revenue and gross profit (loss) for the three months ended ~~June~~September 30, 2023 and 2022, in thousands:

	Three Months Ended June 30,
	Three Months Ended September 30,
		2023		2022		Change		% Change
Revenues from retail sales		$	~~736~~1,075	$	13,~~684~~689	$	(~~948~~2,614)	(5671)	%
Cost of vehicle sales		~~546~~1,595		31,~~145~~319		~~(2,599)~~276		~~(83)~~21	%
Impairment of Product Sales Inventory (Retail)		—		31,769		(31,769)		(100)	%
Retail sales gross profit (loss)		$	(520)	$	2,370	$	(2,890)	122	%
Retail sales gross profit (loss)		$	190	$	(33,230)	$	33,420	101	%

Retail Sales revenue decreased by $02.96 million, or 5671%, for the three months ended ~~June~~September 30, 2023, compared to the same quarter last year. The decrease was primarily driven by the decision in 2022 to exit the retail arm of our business, as we are no longer actively marketing our vehicles in the retail marketplace. As ~~a result, we recognized an impairment charge on our product sales inventory of $31.8 million in the second quarter of 2022.~~ We do not expect significant margins on these sales going forward.

33Nine Months Ended September 30, 2023 compared to Nine Months Ended September 30, 2022

~~Six~~The ~~Months~~following ~~Ended~~table ~~June~~presents ~~30,~~information ~~2023~~about ~~compared~~the toRetail ~~Six~~Sales ~~Months~~reportable ~~Ended~~segment ~~June~~and the associated revenue and gross profit (loss) for the nine months ended September 30, 2023 and 2022, in thousands:

The following table presents information about the Retail Sales reportable segment and the associated revenue and gross profit (loss) for the six months ended June 30, 2023 and 2022, in thousands:


	Nine Months Ended September 30,
		2023		2022		Change		% Change
Revenues from retail sales		$	2,029	$	7,803	$	(5,774)	(74)	%
Cost of vehicle sales		2,339		7,203		(4,864)		(68)	%
Impairment of Product Sales Inventory (Retail)		—		31,769		(31,769)		(100)	%
Retail sales gross loss		$	(310)	$	(31,169)	$	30,859	99	%

	Six Months Ended June 30,
		2023		2022		Change		% Change
Revenues from retail sales		$	954	$	4,095	$	(3,141)	(77)	%
Cost of vehicle sales		743		5,476		(4,733)		(86)	%
Impairment of Product Sales Inventory (Retail)		—		31,769		(31,769)		(100)	%
Retail sales gross profit (loss)		$	211	$	(33,150)	$	33,361	101	%

Retail sales revenue decreased by $5.8 million, or 74%, for the nine months ended September 30, 2023, compared to the prior year. The decrease was primarily driven by the decision in 2022 to exit the retail arm of our business, as we are no longer actively marketing our vehicles in the retail marketplace. As a result, we recognized an impairment charge on our product sales inventory of $31.8 million in the second quarter of 2022. Current sales of our e-bikes and scooters are only to clear existing inventory balances, and we do not expect significant margins on these sales as an impairment of the inventory value was booked in 2022 to lower cost to its net realizable value.

Cost of Retail ~~sales~~Sales ~~revenue~~Revenue decreased ~~by $3.1 million, or 77%,~~ for the ~~six~~three and nine months ended ~~June~~September 30, 2023, compared to ~~prior~~the ~~year.~~same ~~The~~period ~~decrease~~last ~~was~~year ~~primarily~~due ~~driven by the decision in 2022~~ to ~~exit~~ the ~~retail~~decreased ~~arm of our business, as we are no longer actively marketing our vehicles in the retail marketplace. As a result, we recognized an impairment charge on our product~~ sales ~~inventory of $31~~.8 million in the second quarter of 2022. Current sales of our e-bikes and scooters are only to clear existing inventory balances, and we do not expect significant margins on these sales as an impairment of the inventory value was booked in 2022 to lower cost to its net realizable value.

~~Cost of Retail Sales Revenue decreased for the three and six months ended June 30, 2023, compared to the same period last year due to the decreased sales.~~38

Operating Expenses

Three Months Ended ~~June~~September 30, 2023 compared to Three Months Ended ~~June~~September 30, 2022

The following table presents information on the Company’s general and administrative, selling and marketing, and research and development expenses for the three months ended ~~June~~September 30, 2023 and 2022, in thousands:

	Three Months Ended June 30,
	Three Months Ended September 30,
	2023
	G&A		S&M		R&D		Loss on Disposal		Total
People costs	$	11,~~920~~912	$	~~937~~589	$	~~2,408~~662	$	—	$	1513,~~265~~163
Stock-based compensation	54,~~886~~710		6234		(27505)		—		54,~~921~~239
Logistics and facilities	43,~~458~~570		2—		~~276~~246		—		43,~~736~~816
Other operating expenses	79,~~342~~777		5		~~989~~856		—		810,~~336~~638
Depreciation & amortization	~~308~~297		1—		5940		—		~~368~~337
Restructuring/severance	~~510~~1,124		—141		29113		—		~~539~~1,378
Advertising & marketing	—		~~177~~194		—		—		~~177~~194
Loss on Disposal of Fixed Assets	—		—		—		~~741~~107		~~741~~107
Total operating expenses	$	3031,~~424~~390	$	~~1,184~~963	$	31,~~734~~412	$	~~741~~107	$	3633,~~083~~872


	Three Months Ended September 30,
	2022
	G&A		S&M		R&D		Impairment		Total
People costs	$	15,443	$	1,970	$	3,798	$	—	$	21,211
Stock-based compensation	(13,767)		560		2,891		—		(10,316)
Logistics and facilities	7,230		—		288		—		7,518
Other operating expenses	7,014		28		2,009		—		9,051
Depreciation & amortization	345		2		77		—		424
Restructuring/severance	611		147		323		—		1,081
Advertising & marketing	—		470		—		—		470

Total operating expenses	$	16,876	$	3,177	$	9,386	$	—	$	29,439

	Three Months Ended June 30,
	2022
	G&A		S&M		R&D		Impairment		Total
People costs	$	18,751	$	3,239	$	4,883	$	—	$	26,873
Stock-based compensation	38,433		624		4,593		—		43,650
Logistics and facilities	8,021		45		347		—		8,413
Other operating expenses	17,312		18		2,270		—		19,600
Depreciation & amortization	744		6		91		—		841
Restructuring/severance	1,132		345		140		—		1,617
Advertising & marketing	—		1,082		—		—		1,082
Impairment of assets	—		—		—		215,822		215,822
Total operating expenses	$	84,393	$	5,359	$	12,324	$	215,822	$	317,898

General and Administrative Expenses

General and administrative expenses ~~decreased~~increased by $5414.05 million, or 6486%, for the three months ended ~~June~~September 30, 2023, compared to the same period last year due to a $32.0 million reversal of stock-based compensation expense recognized in the prior year for certain forfeitures compared to $5.5 million in current quarter. We have focused on reducing cost throughout the business, and as a result, we have experienced a savings of $63.85 million in People ~~Costs~~costs as compared to the same period in the prior year through reductions in force that occurred in the second half of 2022, as well as at the beginning of this quarter. In July of 2023, we announced a reduction in force initiative focused on ensuring that our people costs in the North American region are aligned with the size of our operations.

Other operating expenses ~~also~~increased ~~decreased~~ by $102.08 million as wea ~~look~~result of higher legal fees incurred primarily related to ~~optimize~~the ~~our~~ongoing ~~third~~SEC ~~party~~investigation ~~spend~~and inshareholder ~~professional~~litigation, as well as due to fees ~~and~~spent ~~technology~~relating ~~costs~~to the Spin Acquisition during the three months ended September 30, 2023, compared to the same period last year. We expect to continue our focus on optimizing our cost structures over the remainder of the year, though we expect certain professional fees to remain at elevated levels due to the matters discussed in Note 12 of the Condensed Consolidated Financial Statements presented earlier in this 10-Q.

As we ~~exited regions and~~ focused on efficiencies, our Logistics and Facilities expenses ~~also~~ decreased by $3.67 million. Severance in the second quarter of 2023 decreased as compared to the same period in the prior year. Stock-based compensation expense also declined significantly as compared to the same period in the prior year due to certain one-year vesting awards completed vesting in the fourth quarter of 2022, and the general impact of a decrease in our stock price on the fair value of new awards.

Selling and Marketing Expenses

Selling and marketing expenses decreased by $42.2 million for the three months ended ~~June~~September 30, 2023, compared to the same period last year due to our decision to focus our attention and funds on optimal placement of vehicles instead of on third party advertising initiatives.

Research and Development Expenses

Research and development expenses decreased by $8.60 million, or 7085% for the three months ended ~~June~~September 30, 2023, as compared to the same period last year, due to the reduction in personnel during the year.

Impairment of assets

Impairment of assets was $215.8 million for the three months ended June 30, 2022, resulting from non-cash impairment charges related to goodwill and certain vehicle deposits, vehicles, spare parts, and contractual deposits. No such impairments recorded for the for the three months ended June 30, 2023.

Interest Income

Interest income was not material for the current and comparative periods.

Interest Expense

Interest expense decreased by $01.78 million, or 2747%, for the three months ended ~~June~~September 30, 2023, compared to the same period last year, primarily attributable to a decrease in the outstanding debt balances on the Apollo Credit Agreement. Since the Company elected to record the senior convertible notes payable at fair value, interest expense on the notes is embedded in the fair value adjustment and recorded in Other Income, net instead.

Other Income (expense), Net

Other income, net was $80.31 million for the three months ended ~~June~~September 30, 2023, as compared to other expense of $233.59 million in the same period last year, reflecting a decrease of $154.30 million, or 65102% in the current year period. A majority of the total decrease is attributable to the impact of the MTM adjustments of certain liability-classified equity instruments, including derivative liabilities assumed in connection with the senior preferred stock financing and derivative liabilities assumed in connection with the Business Combination and PIPE Financing and $50.78 million is attributable to the MTM adjustment of senior secured convertible notes measured at fair value.

~~(Benefit from)~~ Provision for Income Taxes

Provision for income taxes ~~decreased~~increased by $12.09 million for the three months ended ~~June~~September 30, 2023 compared to the same period last year, based on the calculation of taxable income between jurisdictions that are covered by valuation allowances for accounting purposes and those that are not.

3640

~~Six~~Nine Months Ended ~~June~~September 30, 2023 compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2022

The following table presents information on the Company’s general and administrative, selling and marketing, and research and development expenses for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, in thousands:

Six Months Ended June 30,

Nine Months Ended September 30,

2023

G&A

S&M

R&D

Loss on Disposal

Total

People costs

2537,~~709~~596

2,~~261~~851

5,~~281~~940

—

3346,~~251~~387

Stock-based compensation

1216,~~056~~766

~~216~~250

~~929~~424

—

1317,~~201~~440

Logistics and facilities

912,~~228~~798

~~516~~763

—

913,~~746~~563

Other operating expenses

1222,~~669~~470

1419

34,~~393~~250

—

1626,~~076~~739

Depreciation & amortization

~~629~~927

~~127~~167

—

~~758~~1,096

Restructuring/severance

12,~~773~~897

~~279~~420

~~467~~581

—

23,~~519~~898

Advertising & marketing

—

~~345~~538

—

~~345~~538

Loss on Disposal of Fixed Assets

—

~~741~~848

Total operating expenses

6293,~~064~~454

34,~~119~~082

1012,~~713~~125

~~741~~848

76110,~~637~~509

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2022
	G&A		S&M		R&D		Impairment		Total
People costs	$	3651,~~499~~948	$	68,~~092~~063	$	913,~~397~~194	$	—	$	5173,~~988~~205
Stock-based compensation	8369,~~111~~344		12,~~466~~026		710,~~777~~669		—		9282,~~354~~039
Logistics and facilities	1623,~~047~~276		5351		~~715~~1,004		—		1624,~~815~~331
Other operating expenses	3037,~~868~~879		3664		46,~~555~~563		—		3544,~~459~~506
Depreciation & amortization	1,~~246~~589		1315		~~186~~263		—		1,~~445~~867
Restructuring/severance	1,~~272~~883		~~345~~493		~~207~~530		—		12,~~824~~906
Advertising & marketing	—		2,~~405~~875		—		—		2,~~405~~875
Impairment of assets	—		—		—		215,822		215,822
Total operating expenses	$	~~169~~185,~~043~~919	$	1013,~~410~~587	$	2232,~~837~~223	$	215,822	$	~~418~~447,~~112~~551

General and Administrative Expenses

General and administrative expenses decreased by $~~107~~92.05 million, or 6350%, for the ~~six~~nine months ended ~~June~~September 30, 2023, compared to the same period last year. We have focused on reducing cost throughout the business, and as a result, we have experienced a savings of $1014.84 million in People Costs as compared to the same period in the prior year through reductions in force that occurred in the second half of 2022. In July of 2023, we announced a reduction in force initiative focused on ensuring that our ~~people~~People ~~costs~~Costs in the North American region are aligned with the size of our operations.

Other operating expenses also decreased by $1815.24 million, or 41% as we began the journey to optimize our third party spend in professional fees and technology costs. We expect to continue our focus on optimizing our cost structures over the remainder of the year, though we expect certain professional fees to remain at elevated levels due to the matters discussed in Note 12 of the Condensed Consolidated Financial Statements presented earlier in this 10-Q.

As we exited regions and focused on efficiencies, our Logistics and Facilities expenses also decreased by $6.8 million. This quarter also experienced a large severance charge as compared to last year’s quarter as the downsizing initiatives that began in 2022 came to a conclusion early in the first quarter of 2023. Stock-based compensation expense declined significantly as compared to the prior year quarter due to certain one year vesting awards completing their vesting in the fourth quarter of 2022, and the general impact of a decrease in our stock price on the fair value of new awards.

37As we focused on efficiencies, our Logistics and Facilities expenses also decreased by $10.5 million, or 45%.

Selling and Marketing Expenses

Selling and marketing expenses decreased by $79.35 million, or 70% for the ~~six~~nine months ended ~~June~~September 30, 2023, compared to the same period last year due to our decision to focus our attention and funds on optimal placement of vehicles instead of on third party advertising initiatives.

Research and Development Expenses

Research and development expenses decreased by $1220.1 million, or 5362% for the ~~six~~nine months ended ~~June~~September 30, 2023, in relation to the prior year’s quarter primarily due to the reduction in personnel during the year.

Loss on the disposal of ~~asset~~assets

The Company recognized a $0.78 million loss on disposal for certain models of vehicles that reached the end of life due to damage, wear and tear earlier than expected, offset by proceeds obtained on their disposal during the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2023. No such loss was recorded in the prior year comparatives.

Impairment of assets

Impairment of assets was $215.8 million for the ~~six~~nine months ended ~~June~~September 30, 2022, resulting from non-cash impairment charges related to goodwill and certain vehicle deposits, vehicles, spare parts, and contractual deposits. No such impairments recorded for the for the ~~six~~nine months ended ~~June~~September 30, 2023.

Interest Income

Interest income was not material for the current and comparative periods.

Interest Expense

Interest expense decreased by $0.2.0 million, or 525%, for the ~~six~~nine months ended ~~June~~September 30, 2023, compared to the same period last year, primarily attributable to a decrease in the outstanding debt balance.

Other Income, Net

Other ~~expense~~income, net was $2.34 million for the ~~six~~nine months ended ~~June~~September 30, 2023, as compared to ~~other income, net of~~ $~~132~~128.12 million in the prior year quarter, reflecting a decrease of $~~129~~125.8 million, or 98% in the current year. Of the total decrease, $~~133~~130.97 million is attributable to the impact of the MTM adjustments of certain liability-classified equity instruments, including derivative liabilities assumed in connection with the senior preferred stock financing and derivative liabilities assumed in connection with the Business Combination and PIPE Financing and $0.92 million is attributable to the MTM adjustment of senior secured convertible notes measured at fair value.

Provision for Income Taxes

Provision for income taxes ~~decreased~~increased by $0.2.7 million for the ~~six~~nine months ended ~~June~~September 30, 2023, compared to the same period last year, due to the anticipated split of taxable income between jurisdictions that are covered by valuation allowances for accounting purposes and those that are not.

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Non-GAAP Financial Measures

We review the following non-GAAP financial measures to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. We believe that these non-GAAP financial measures are important supplemental measures that allow management and users of the Company’s financial statements to view operating trends and analyze controllable operating performance on a comparable basis between periods.

	Three Months Ended June 30,		Six Months Ended June 30,
	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
	(in millions, except as otherwise noted)
Non-GAAP Financial Metrics
Ride Profit (before Vehicle Depreciation)	$2629.65	$2837.47	$4171.40	$3976.06
% of Sharing Revenue	57%	4756%	5556%	4348%
Ride Profit (after Vehicle Depreciation)	$1820.91	$1026.0	$2444.01	$1137.23
% of Sharing Revenue	4039%	1639%	3235%	1224%
Adjusted EBITDA	$~~(1.~~2).1	$~~(28~~0.9)3	$(1614.67)	$(68.42)
Adjusted Operating Expenses	$2827.02	$5640.0	$5885.59	$~~106~~146.01
Free Cash Flow	$(17.8)0	$(241.2)	$(2619.9)	$(~~130~~131.46)

Non-GAAP Financial Measures and Reconciliations of Non-GAAP Financial Measures

Ride Profit: Ride Profit reflects the profit generated from Rides in our Sharing business after accounting for direct Ride expenses, which primarily consist of payments to Fleet Managers. Other Ride costs include payment processing fees, network infrastructure, and city permit fees. We calculate Ride Profit (i) before vehicle depreciation to illustrate the cash return and (ii) after vehicle depreciation to illustrate the impact of the evolution of our vehicles. We calculate Ride Profit Margin as Ride Profit divided by the revenue we generate from our Sharing business. We believe that Ride Profit is a useful indicator of the economics of our Sharing business as it excludes indirect, unallocated expenses such as research and development, selling and marketing, and general and administrative expenses.

The following table presents a reconciliation of Ride Profit (before Vehicle Depreciation) and Ride Profit (after Vehicle Depreciation) to gross profit (loss), which is the most directly comparable GAAP measure, for the periods indicated:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
(in millions)
Gross profit (loss)	$	19.4	$	(23.2)	$	24.4	$	(22.4)
Gross profit	$	19.2	$	27.7	$	43.7	$	5.3
Vehicle depreciation	79.74		1811.47		1726.59		2739.73
Vehicle count adjustments (1)	(0.2)7		—0.9		(0.1)6		01.65
Product Sales division (2)	(0.3)1		~~33.~~(2.6)		(0.42)		3330.15
Ride Profit (before Vehicle Depreciation)	2629.65		2837.47		4171.40		3976.06
Vehicle depreciation	(79.74)		(1811.47)		(1726.59)		(2739.73)
Ride Profit (after Vehicle Depreciation)	$	1820.91	$	1026.0	$	2344.91	$	1137.3

______________

(1)We exclude vehicle count adjustments as these are adjustments made based on results of physical inventory counts, which are non-cash in nature.

(2)We exclude the revenue and cost of revenue associated with vehicle sales to retail customers and Bird Platform partners.

Adjusted EBITDA: Adjusted EBITDA is a non-GAAP supplemental measure of operating performance used to inform management decisions for the business. It may also be useful to investors in evaluating our performance on a relative basis to other comparable businesses as it excludes impact from items that are non-cash in nature, non-recurring, or not related to our core business operations. We experience seasonality in Adjusted EBITDA typically tied to periods of increased demand in the summer months in the Northern Hemisphere. We calculate Adjusted EBITDA as net loss, adjusted to exclude (i) interest expense, net, (ii) provision for (benefit from) income taxes, (iii) depreciation and amortization, (iv) vehicle count adjustments, (v) stock-based compensation expense, (vi) tariff refunds, (vii) other (expense) income, net, ~~(viii) legal settlements and reserves, (ix) impairment of Product Sales inventory, (x) impairment of assets, and (xi) other non-recurring, non-cash, or non-core items.~~

3943

(viii) legal settlements and reserves, (ix) impairment of Product Sales inventory, (x) impairment of assets, and (xi) other non-recurring, non-cash, or non-core items.

The following table presents a reconciliation of Adjusted EBITDA to net income (loss), which is the most directly comparable GAAP measure, for the periods indicated:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
(in millions)
Net loss	$	(919.38)	$	(~~320~~9.38)	$	(5373.64)	$	(~~312~~322.63)
Interest income	~~(0.1)~~—		—		(0.1)		(0.1)
Interest expense	12.90		23.68		35.9		47.19
(Benefit from) provision for income taxes	(1.0)		0.1		0.0		0.1
Provision for income taxes	3.3		0.4		3.2		0.5
Depreciation and amortization	89.17		1912.31		1828.30		2941.12
Vehicle count adjustments	(0.2)7		—0.9		(0.1)6		01.65
Stock-based compensation expense	54.92		43(10.73)		1317.24		9282.40
Other income, net	(8.3)		(23.5)		(2.3)		(132.1)
Other income (expense), net	(0.1)		3.9		(2.4)		(128.2)
Legal settlements and reserves	0.56		0.(1.7)		01.84		1.(0.8)
Impairment of product sales inventory	—		~~31.8~~—		—		31.8
Impairment of assets	—		~~215.8~~—		—		215.8
Other non-recurring, non-cash, or non-core items (1)	1.35		1.50		34.37		12.5
Adjusted EBITDA	$	~~(1.~~2).1	$	~~(28~~0.9)3	$	(1614.67)	$	(68.42)

______________

(1)Consists primarily of $0.71 million loss on disposal of vehicles for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and $01.54 million and $23.59 million of restructuring costs for the three and ~~six~~nine months ended ~~June~~September 30, 2023, respectively.

Adjusted Operating Expenses: Adjusted Operating Expenses is a supplemental measure of operating expenses used to provide investors with additional information about the Company's business performance. We believe Adjusted Operating Expenses is useful in evaluating the operational costs of our business as it excludes impact from items that are non-cash in nature, non-recurring, or not related to our core business operations.

We calculate Adjusted Operating Expenses as total operating expenses, adjusted to exclude (i) depreciation and amortization associated with operating expenses, (ii) stock-based compensation expense, (iii) legal settlements and reserves, (iv) impairment of assets, and (v) other non-recurring, non-cash, or non-core items. The following table presents a reconciliation of Adjusted Operating Expenses to the most directly comparable GAAP financial measure, total operating expenses, for the periods indicated:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
(in millions)
Total operating expenses	$	3633.19	$	~~317~~29.94	$	76110.65	$	~~418~~447.16
Impairment of assets	—		~~(215.8)~~—		—		(215.8)
Depreciation and amortization (1)	(0.43)		(0.84)		(01.81)		(1.49)
Stock-based compensation expense	(54.92)		~~(43~~10.7)3		(1317.24)		(9282.40)
Legal settlements and reserves	(0.56)		~~(0.~~1).7		(01.84)		~~(1.~~0).8
Other non-recurring, non-cash, and non-core items	(1.35)		(1.50)		(34.37)		(12.5)
Adjusted Operating Expenses	$	2827.02	$	5640.0	$	5885.59	$	~~106~~146.01

______________

(1) Depreciation and amortization is comprised of property and equipment depreciation and intangible asset amortization, which is part of total operating expenses.

Free Cash Flow: Free Cash Flow is a non-GAAP financial measure used by our management and board of directors as an important indicator of our liquidity, as it is an additional basis for assessing the amount of cash we generate. Accordingly, we believe that Free Cash Flow provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. There are limitations related to the use of free cash flow as an analytical tool, including: other companies may calculate free cash flow 44

40Free Cash Flow: Free Cash Flow is a non-GAAP financial measure used by our management and board of directors as an important indicator of our liquidity, as it is an additional basis for assessing the amount of cash we generate. Accordingly, we believe that Free Cash Flow provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. There are limitations related to the use of free cash flow as an analytical tool, including: other companies may calculate free cash flow differently, which reduces its usefulness as a comparative measure; free cash flow does not reflect our future contractual commitments; and free cash flow does not represent the total residual cash flow for a given period.

differently, which reduces its usefulness as a comparative measure; free cash flow does not reflect our future contractual commitments; and free cash flow does not represent the total residual cash flow for a given period.

We calculate Free Cash Flow as net cash provided by (used in) operating activities, adjusted to include cash spent on capital expenditures, which consist of purchases of vehicles and property and equipment. The following table presents a reconciliation of Free Cash Flow to the most directly comparable GAAP cash flow measure, net cash provided by (used in) operating activities, for the periods indicated:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
(in millions)
Net cash used in operating activities	$	(1.8)	$	(4.5)	$	(23.5)	$	(47.1)
Net cash provided by (used in) operating activities	$	7.0	$	2.2	$	(16.5)	$	(44.9)
Capital Expenditures(1)	—		(193.74)		(3.4)		(8386.37)
Free Cash Flow	$	(17.8)0	$	(241.2)	$	(2619.9)	$	(~~130~~131.46)

______________

(1)Capital expenditures were primarily made up of purchases of vehicles, which were $nil million and $193.54 million for the three months ended ~~June~~September 30, 2023 and 2022, respectively, and $3.2 million and $8286.93 million for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively.

Liquidity and Capital Resources

Our principal sources of liquidity have historically consisted of cash generated from our operations and from financing activities, in particular proceeds from the Business Combination, PIPE Financing, and the issuance of preferred stock and debt. As of ~~June~~September 30, 2023, we had unrestricted cash and cash equivalents totaling $610.82 million. Our cash equivalents are primarily money market securities held with financial institutions we believe to be of high credit quality. Our expectation to generate operating losses and negative operating cash flows in the future and the need for additional funding to support our planned operations raise substantial doubt regarding our ability to continue as a going concern for a period of one year after the date that the condensed consolidated financial statements included in this Quarterly Report are issued.

Our cash generated from operations, similar to our sharing revenues, are seasonal and are reliant to a large degree on the weather in each region that we operate in. With large footprints in Europe and North America, weour ~~are,~~market tooperating awindows ~~large~~and ~~extent,~~incoming ~~impacted~~cash byflows ~~more~~are ~~severe~~higher ~~winter months~~ in the ~~first~~second ~~quarter~~ and ~~late~~third inquarters of the ~~fourth~~year, ~~quarter~~with ofwinter ~~each~~weather ~~year.~~impacting Weour ~~expect~~abilities ~~that~~to operate markets and generate commensurate cash inflows ~~from~~for ~~operations~~parts inof the ~~second~~first and ~~third~~fourth ~~quarter~~quarters. ~~will~~While ~~increase~~we ~~markedly~~take ~~from~~every ~~those~~effort into ~~the~~leverage ~~first~~variable ~~quarter~~cost ~~and~~structures ~~our~~in ~~intention~~these ismarkets to ~~generate~~lessen ~~and~~the ~~hold~~impact ~~sufficient~~of ~~cash~~market ~~reserves~~closures toduring ~~operate~~the ~~through~~winter, tosome ~~the~~fixed ~~second~~costs ~~quarter~~in ofdormant ~~next~~markets ~~year~~exist and consume cash resources.

Our material cash requirements relate to people costs, fleet manager costs, operating lease obligations for our facilities around the world, debt obligations, and purchase commitments primarily related to software and hosting services. For additional information regarding operating leases, debt obligations, and other purchase commitments, see Note 8 — Notes Payable, and Note 12 — Commitments and Contingencies, respectively, to our consolidated financial statements included elsewhere in this Quarterly Report.

We believe that there is substantial doubt as to whether our cash and cash equivalents as of ~~June~~September 30, 2023 are sufficient to fund our operating and capital needs for at least the next 12 months from the issuance of this Quarterly Report. We have generally incurred recurring losses and negative cash flows since inception and have an accumulated deficit of $1.6 billion as of ~~June~~September 30, 2023. For the ~~six~~nine months ended ~~June~~September 30, 2023, we used approximately $2316.5 million of cash in operations, which is a significant improvement over the prior year’s comparative period use of cash of $4744.19 million. Our ability to fund working capital, make capital expenditures, and service our debt will depend on our ability to generate cash from operating activities, which is subject to our future operating success, our ability to continue to reduce and optimize operating costs and obtain financing on reasonable terms, which is subject to factors beyond our control, including general economic, political, and financial market conditions. The capital markets have in the past experienced, are currently experiencing, and may in the future experience, periods of volatility that could impact the availability and cost of equity and debt financing and there can be no assurances that such financing will be available to us on satisfactory terms, or at all. ~~Accordingly~~Effective September 25, we2023, ~~plan~~the toCompany’s ~~continue~~shares toof ~~closely~~Class ~~monitor~~A ~~our~~Common ~~operating~~Stock ~~forecast,~~and ~~reduce~~Warrants ~~our~~were ~~operating~~delisted ~~expenses,~~from the NYSE and ~~pursue~~are ~~additional~~now ~~sources~~traded ofon ~~outside~~the ~~capital.~~OTCQX, which is more volatile than the NYSE and may

In July 2023, with the efforts to effectively manage the Company’s cost structure, we committed to a planned reduction in force in its North American operations. As a result, we expect to incur a restructuring charge of approximately $1.0 million related to restructuring/severance and other people-related costs in the third quarter of 2023, which will continue our progress towards reducing our operating expenses.45

Asresult ofin ~~June 30,~~a ~~2023,~~continued wediminution ~~had $6.8 million~~ in ~~unrestricted~~value ~~cash~~of ~~and~~our ~~cash~~shares ~~equivalents~~further ~~which,~~impacting ~~without~~the ~~additional~~Company’s ~~funding,~~ability ~~will not be sufficient~~ to ~~meet~~raise ~~our~~capital ~~obligations~~in ~~within~~ the ~~next~~public ~~twelve~~markets ~~months~~and ~~from~~precludes ~~the~~our ~~date~~ability ofto ~~issuance~~sell ofshares ~~this~~under ~~Quarterly~~our ~~Report~~ATM Agreement. IfFurthermore, the Company is ~~unable~~heading tointo ~~raise~~its ~~additional~~shoulder ~~capital~~season, orwith ~~generate~~reduced cash ~~flows~~inflows ~~necessary~~as tosome ~~expand~~markets ~~our operations and invest~~ in ~~continued~~the ~~innovation,~~Northern weHemisphere ~~may~~close ~~not~~due ~~be able~~ to ~~compete~~winter ~~successfully and may need to scale back or~~ weather.

41As substantial doubt about our ability to continue as a going concern exists, our ability to finance our operations through the sale and issuance of debt or equity securities or through bank or other financing could be impaired. Management continues to explore raising additional capital to supplement the Company’s capitalization and liquidity and expects that the Company will seek to additionally fund its operations through proceeds from issuing debt securities or one or more equity raises, but there can be no assurance that such financing will be available on terms commercially acceptable to the Company, or at all. Our ability to continue as a going concern may depend on our ability to obtain additional capital, as there can be no assurance that we will be able to generate positive cash flow from operations in the future. If we raise funds by issuing debt securities or preferred stock, or by incurring loans, these forms of financing would have rights, preferences, and privileges senior to those of holders of our common stock. If adequate capital is not available to us when needed, or in the amounts required, we may be forced to terminate, significantly curtail or cease our operations or to pursue other strategic alternatives, including commencing a case under the U.S. Bankruptcy Code. Our consolidated results of operations could be materially adversely affected by these decisions and your investment in the Company could be materially impaired.

~~discontinue~~ ~~certain~~Accordingly, orwe ~~all~~plan ~~operations~~to incontinue ~~order~~ to closely monitor our operating forecast, reduce ~~costs~~our oroperating ~~seek~~expenses, ~~bankruptcy~~and ~~protection~~pursue additional sources of outside capital. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which ~~would~~contemplates ~~harm~~the ~~our~~realization of assets and satisfaction of liabilities in the ordinary course of business,. The financial ~~condition,~~statements do not include any adjustments relating to the recoverability and ~~results~~classification of ~~operations.~~recorded Asasset ~~such,~~amounts ~~these~~or ~~factors~~the ~~raise~~amounts ~~substantial~~and ~~doubt~~classification ~~about~~of ~~our~~liabilities ~~ability~~that tomight ~~continue~~result asfrom athe ~~going~~outcome ~~concern~~of the uncertainties described above or elsewhere in this Quarterly Report.

On September 19, 2023, we acquired the shares of Skinny Labs, Inc., doing business as Spin, which consolidates us as one of the largest micromobility operators in the United States. We believe the markets we acquired through this acquisition will be accretive after a period of integration of operations, and that the acquisition will lead to operational synergies of approximately $20.0 million.

As of September 30, 2023, we had $10.2 million in unrestricted cash and cash equivalents which, without additional funding, will not be sufficient to meet our obligations within a timeframe significantly less than the next twelve months from the date of issuance of this Quarterly Report. If the Company is unable to raise additional capital or generate cash flows necessary to continue operations will need to scale back or discontinue certain or all operations in order to reduce costs or seek bankruptcy protection, which would harm our business, financial condition, and results of operations. As such, these factors raise substantial doubt about our ability to continue as a going concern.

We continue to explore raising additional capital through a combination of debt financing and equity issuances. If we raise funds by issuing debt securities, or by incurring loans, these forms of financing would have rights, preferences, and privileges senior to those of equity holders. If we raise capital through the issuance of additional equity, such sales and issuance would dilute the ownership interests of the existing equity holders. The availability and the terms under which we may be able to raise additional capital could be disadvantageous, and the terms of debt financing or other non-dilutive financing may involve restrictive covenants and dilutive financing instruments, which could place significant restrictions on our operations. See risks described in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) for additional information.

Debt and Equity Financings

Apollo Vehicle Financing Facility

In April 2021, our wholly owned consolidated special purpose vehicle entity (the “SPV”) entered into a credit agreement (the “Apollo Credit Agreement”) with Apollo Investment Corporation, as a lender, and MidCap Financial Trust, as a lender and administrative agent, to allow the SPV to borrow up to $40.0 million (the “Vehicle Financing Facility”) with no right to re-borrow any portion of the Vehicle Financing Facility that is repaid or prepaid. The Vehicle Financing Facility includes a repayment mechanism tied directly to revenue generation by vehicles on lease by the SPV to Bird Rides under an intercompany leasing arrangement (the “Scooter Lease”). We intend to use the Vehicle Financing Facility to finance our future vehicle capital expenditures.

In October 2021, the SPV entered into Amendment No. 2 to the Apollo Credit Agreement which, among other things, increased the commitments provided by the lenders from $40.0 million to $150.0 million, with any extension of credit above $40.0 million subject to the consummation of the Business Combination. In November 2021, the transactions contemplated by the Business Combination Agreement were consummated, resulting in proceeds of $217.1 million, net of transaction costs, and access to extensions of credit up to $150.0 million under the Vehicle Financing Facility. In November 2022, the Company drew the full amount available under the Vehicle Financing Facility.

In April 2022, the SPV entered into Amendment No. 3 to the Apollo Credit Agreement which, among other things, permits borrowings in respect of scooters located in the United Kingdom, the European Union, and Israel up to a sub-limit of $50.0 million (the “EMEA Loans”), in addition to borrowings in respect of scooters located in the United States (the “U.S. Loans”). As amended, the Apollo Credit Agreement continues to allow the SPV to borrow up to the remaining availability under the maximum commitment of $150.0 million, both through U.S. Loans as well as the EMEA Loans, the proceeds of which may be used for general corporate purposes.

In July 2022, the SPV entered into Amendment No. 5 to the Apollo Credit Agreement which, among other things, transitioned the interest rate calculation from the London Inter-bank Offered Rate to the Secured Overnight Financing Rate (“SOFR”), which is calculated as a per annum rate of interest equal to the greater of (a) 1.00% and (b) the sum of (x) SOFR plus (y) 0.1% (10 basis points).

On October 7, 2022, the SPV entered into Amendment No. 6 to the Apollo Credit Agreement (the “Amendment No. 6”), which, among other things, (a) waived the requirement for the SPV to maintain a reserve account in favor of the administrative agent concurrently with a $15.0 million prepayment of outstanding loans made using the cash balance in the reserve account, (b) amended the calculation of the monthly amortization amount from a percentage of outstanding loans to a seasonally-adjusted flat dollar amount per month, (c) waived the quarterly revenue-based amortization payments due in October 2022 and January 2023 and provided a mechanism to reduce or waive the quarterly revenue-based amortization payment due in April 2023, (d) limited the number of scooters included in the calculation of each quarterly revenue-based amortization payment to those scooters necessary to meet the then applicable loan-to-cost financial covenant, and (e) provided for the post-closing waiver of the requirement to maintain a $25.0 million cash-collateralized letter of credit in favor of the administrative agent in connection with a $25.0 million prepayment of outstanding loans made using the cash that previously secured the letter of credit. Pursuant to Amendment No. 6, the amount available under the Vehicle Financing Facility was reduced to $5.0 million.

In addition, on October 7, 2022, the SPV entered into Amendment No. 3 to the Scooter Lease which, among other things, amended the minimum liquidity and minimum tangible net worth financial covenants.

In connection with Amendment No. 6, (a) Bird Rides International amended the EMEA Guaranty and Pledge Agreement, dated as of May 18, 2022, to, among other things, amend the guaranty provided pursuant to the Existing EMEA Guaranty to guarantee all outstanding loans under the Apollo Credit Agreement, and (b) Bird Rides entered into the Parent Guaranty, pursuant to which, among other things, Bird Rides provides an unsecured guaranty in respect of all outstanding loans under the Apollo Credit Agreement.

EMEA Guaranty to guarantee all outstanding loans under the Apollo Credit Agreement, and (b) Bird Rides entered into the Parent Guaranty, pursuant to which, among other things, Bird Rides provides an unsecured guaranty in respect of all outstanding loans under the Apollo Credit Agreement.

On December 19, 2022, the SPV entered into Amendment No. 7 to the Apollo Credit Agreement (“Amendment No. 7”), which, among other things, provided for a new loan from Bird Canada in an aggregate principal amount of $4.0 million.

In connection with Amendment No. 7, the Company entered into a Pledge and Collateral Agreement, dated as of December 19, 2022, pursuant to which, among other things, the Company pledged substantially all of its assets to secure its existing guaranty of all outstanding loans.

On December 30,2022, the SPV entered into Amendment No. 8 to the Apollo Credit Agreement (“Amendment No. 8”), which, among other things, (a) removed provisions relating to the subordinated loans made by Bird Canada thereunder, (b) extended the maturity of the Apollo Credit Agreement to January 13, 2025, (c) amended the monthly amortization payment amounts, (d) removed provisions relating to the quarterly revenue-based amortization payments and (e) released the liens on substantially all of the assets of the Company that secured its existing guaranty of all outstanding loans under the Apollo Credit Agreement.

On December 30, 2022, the SPV entered into Amendment No. 4 to the Scooter Lease, which, among other things, (a) eliminated the supplemental portion of lease payments tied to revenue generation by vehicles on lease by SPV to the Company and (b) amended certain restrictive covenants.

In connection with Amendment No. 8, Bird Rides International amended the EMEA Guaranty and Pledge Agreement, dated as of December 30, 2022, to, among other things, provide that the secured guaranty provided pursuant to the Existing EMEA Guaranty shall be released upon the satisfaction of certain prepayment and liquidity-based conditions.

Our partnership with Apollo has allowed us to secure vehicles to move into new markets or to replenish our fleets without a significant upfront cash expense. The amendments that we negotiated to our facility with Apollo have allowed us to reduce cash outlays that are variable based on revenue in favor of more predictable payment streams and to reduce the amount of reserved cash we are required to hold so that we can improve our liquidity position. We currently have $5.0 million of available room on our facility.

On September 19, 2023, the Company entered into an Amended and Restated Loan Agreement with MidCap Financial Trust to amend and restate, in its entirety, that certain Loan and Security Agreement, dated April 27, 2021. The Amended and Restated Loan Agreement provides for, among other things, (a) an additional advance of $6 million, to be used for, among other things, the completion of the transactions contemplated under the Spin Acquisition Agreement, (b) an extension of the maturity date of the loan to July 12, 2025, (c) amendments to the monthly amortization payment amounts and (d) the extension of the senior security in favor of the Administrative Agent to include substantially all of the assets of the Company, Bird Rides and certain of the Company’s other material US subsidiaries.

Standby Equity Purchase Agreement

In May 2022, we entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”). Pursuant to the terms and conditions set forth in the Purchase Agreement, we received a pre-advance loan (the “Pre-Advance Loan”) from Yorkville of $21.0 million. The Pre-Advance Loan was evidenced by a promissory note (the “Promissory Note”), which matured on the seven-month anniversary of the Pre-Advance Loan.

On December 19, 2022, the Company entered into an extension agreement with Yorkville (the "Extension Agreement") pursuant to which the parties agreed to extend the maturity date of the Promissory Note to February 15, 2023. Pursuant to the Extension Agreement, Yorkville received 0.1 million shares of Class A Common Stock.

During the year ended December 31, 2022, the Company sold 0.3 million shares of Class A Common Stock for proceeds of $3.2 million under the terms of the Purchase Agreement. All proceeds were used to repay the Promissory Note under the terms set forth in the Purchase Agreement. As consideration for Yorkville’s commitment to purchase shares of Class A Common Stock at the Company’s direction under the Purchase Agreement, the Company also issued 8,000 Commitment Fee Shares during the year ended December 31, 2022. On February 15, 2023, the remaining outstanding balance under the Promissory Note was repaid. There was no outstanding principal balance under the Promissory Note as of ~~June~~September 30, 2023 and we do not intend for this facility to provide liquidity in the future.

Bird Canada Transaction Convertible Senior Secured Notes

In December 2022, Bird Global issued and sold an aggregate principal amount of $30.1 million of its 12.0% Convertible Senior Secured Notes due December 30, 2027 ~~(together with the Share Consideration Notes, the “Notes”)~~. The Note holders are entitled to convert the Notes into shares of Class A Common Stock at any time at a conversion rate of approximately 139 shares of Class A Common Stock per $1,000 principal amount of the Notes, equivalent to a conversion price of approximately $7.1942 per share, subject to specified anti-dilution adjustments, including adjustments for issuance of Class A Common Stock below the conversion price. In addition, following certain corporate events that occur prior to the maturity date, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such corporate event up to a maximum of approximately 29 shares per $1,000 principal amount of Notes. In certain circumstances, conversion will be limited unless the Company obtains stockholder approval to issue such shares.

to convert its Notes in connection with such corporate event up to a maximum of approximately 29 shares per $1,000 principal amount of Notes. In certain circumstances, conversion will be limited unless the Company obtains stockholder approval to issue such shares.

In January 2023, the Company entered into ~~a share purchase agreement (~~the "Share Purchase Agreement") with Bird Canada, ~~Inc. (“Bird Canada”)~~ and certain other parties thereto, which, among other things, resulted in the acquisition of all of the issued and outstanding shares of Bird Canada in exchange for the issuance by Bird Global of an aggregate principal amount of approximately $27.0 million of its 12.0% Convertible Senior Secured Notes due 2027 ~~(the “Share Consideration Notes”)~~, 728,175 shares of the Company's Class A Common Stock, and a nominal amount of cash consideration. The total assumed long-term debt was at fair value at the time of the acquisition and was revalued at ~~June~~September 30, 2023 end to reflect the period end fair value.

In March 2023, the Company entered into First Amendment to “Note Purchase Agreement” with the original Note Purchasers and U.S. Bank Trust Company, National Association, as collateral agent. Pursuant to the amendment to the Note Purchase Agreement, the Company issued $2.8 million of additional secured promissory notes by the “First ~~Amendment Note Purchasers” for cash consideration. The purpose of the agreement was to use the proceeds for general corporate purposes.~~

Amendment Note Purchasers” for cash consideration. The purpose of the agreement was to use the proceeds for general corporate purposes.

ATM Offering

On June 23, 2023, we entered into an Equity Distribution Agreement (the “ATM Agreement”) with Canaccord Genuity LLC (the “Sales Agent”). Pursuant to the terms of the ATM Agreement, we may offer and sell shares of Class A ~~common~~Common ~~stock~~Stock having an aggregate gross sales price of up to $25,000,000 (the “ATM Shares”) from time to time through the Sales Agent. However, due to offering limitations applicable to us under SEC rules and our public float as of the date of the final prospectus supplement filed in connection with the offering, and in accordance with the terms of the ATM Agreement, we may offer ATM Shares having an aggregate gross sales price of up to $13,450,000. If our public float increases such that we may sell additional ATM Shares under the ATM Agreement and related registration statement, we will file another prospectus supplement prior to making additional sales.

Sales of the ATM Shares, if any, may be made in sales deemed to be “at the market offerings” as defined in Rule 415 of the Securities Act. The Sales Agent is not required to sell any specific number or dollar amount of ATM Shares, but will act as sales agent using commercially reasonable efforts consistent with its normal trading and sales practices and applicable laws and regulations. We will pay the Sales Agent a commission of 3.0% of the aggregate gross proceeds from each sale of ATM Shares made by the Sales Agent pursuant to the ATM Agreement. We intend to use any net proceeds from the sale of the ATM Shares for general corporate purposes.

The offering of ATM Shares pursuant to the ATM Agreement will terminate upon the earliest of (i) the sale of all ATM Shares subject to the ATM Agreement, and (ii) the termination of the ATM Agreement pursuant to its terms.

The ATM Shares are issued pursuant to our shelf registration statement on Form S-3 (File No. 333- 272912) filed on June 23, 2023, which became effective on July 10, 2023, and the prospectus supplement thereto dated July 10, 2023. ~~As of the date of this filing, no ATM Shares have been sold under the ATM Agreement.~~

44In the third quarter of 2023, the Company issued 312,843 shares under the ATM Facility resulting in net cash flows of $0.2 million.

Effective September 25, 2023, the Company’s shares of Class A Common Stock and warrants were delisted from the NYSE. Accordingly, the Company is no longer eligible to utilize the previously filed Registration Statement on Form S-3, and no further shares will be sold under the ATM Facility.

Cash Flows

The following table presents a summary of our consolidated cash flows provided by (used in) operating, investing, and financing activities for the periods indicated:

	Six Months Ended June 30,
	Nine Months Ended September 30,
(in thousands)	2023		2022
Net cash used in operating activities	$	(2316,~~512~~527)	$	(4744,~~141~~903)
Net cash used in investing activities	(39,~~119~~853)		(8386,~~313~~786)
Net cash (used in) provided by financing activities	$	(366)	$	72,160
Net cash provided by financing activities	$	2,557	$	52,611

Operating Activities

Net cash used in operating activities was $2316.5 million for the ~~six~~nine months ended ~~June~~September 30, 2023, primarily consisting of $5373.64 million of net loss adjusted for $36.48 million related to changes in working capital, $2.07 million of MTM adjustments of derivative liabilities and fair valued Notes, $0.78 million gain on disposal of fixed assets, $0.13 million of bad debt expense, offset by $1828.31 million of depreciation and amortization, $1317.24 million of stock-based compensation expense, $14.89 million of non-cash vehicle expenses, and $1.28 million of amortization of debt issuance costs and discounts~~, and $0~~.4 ~~million of other non-cash expenses.~~ The cash used in working capital was largely driven by a decrease in deferred revenue, other liabilities and accrued expenses, offset by decreases in prepaid expenses, accounts receivable, inventory and other assets.

Net cash used in operating activities was $47.1 million for the six months ended June 30, 2022, primarily consisting of $312.6 million of net income, adjusted by $134.9 million in MTM adjustments of derivative liabilities, offset by $215.8 million impairment of assets, $92.4 million of stock-based compensation expense, $31.8 million impairment of product sales inventory, $28.8 million in depreciation and amortization, $19.2 million changes in working capital and $7.2 million of non-cash vehicle expenses. The cash provided by working capital was largely driven by an increase in accounts payable, accrued expenses and deferred revenue and a decrease in inventory, offset by increases in prepaid expenses and accounts receivable and a decrease in other liabilities. 49

Net cash used in operating activities was $44.9 million for the nine months ended September 30, 2022, primarily consisting of $322.3 million of net income, adjusted by $132.6 million in MTM adjustments of derivative liabilities, offset by $215.8 million impairment of assets, $82.0 million of stock-based compensation expense, $31.8 million impairment of product sales inventory, $41.0 million in depreciation and amortization, $20.6 million changes in working capital and $10.3 million of non-cash vehicle expenses. The cash provided by working capital was largely driven by an increase in accounts payable, accrued expenses and deferred revenue and a decrease in inventory, offset by increases in prepaid expenses and accounts receivable and a decrease in other liabilities.

Investing Activities

Net cash used in investing activities was $39.19 million for the ~~six~~nine months ended ~~June~~September 30, 2023, primarily consisting of $36.28 million of cash used in the acquisition of Spin, net of cash acquired for the ~~purchases~~acquisition of ~~vehicles~~Spin.

Net cash used in investing activities was $8386.38 million for the ~~six~~nine months ended ~~June~~September 30, 2022, primarily consisting of $8286.93 million of cash used for the purchases of vehicles.

Financing Activities

Net ~~cash~~provided ~~used~~by in financing activities was $02.46 million for the ~~six~~nine months ended ~~June~~September 30, 2023, primarily consisting of $1013.25 million repayment of debt, ~~partially~~ offset by $814.6 million of additional financing.

Net cash provided by financing activities was $7252.26 million for the ~~six~~nine months ended ~~June~~September 30, 2022, primarily consisting of $95109.41 million of proceeds from issuance of debt, net of issuance costs, offset by $2154.57 million repayment of debt.

Critical Accounting Policies and Estimates

We have based our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Due to the inherent uncertainty involved in making these estimates, actual results reported in future periods could materially differ from our estimates.

Our critical accounting policies are described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Bird—Critical Accounting Policies and Estimates” in our 2022 Form 10-K and the notes to the condensed consolidated financial statements appearing elsewhere in this Quarterly Report. During the three and ~~six~~nine months ended ~~June~~September 30, 2023, there were no material changes to our critical accounting policies from those discussed in our 2022 Form 10-K.

Recent Accounting Pronouncements

Refer to Note 1 to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report for a discussion of accounting pronouncements recently adopted and recently issued accounting pronouncements not yet adopted and their potential impact to our financial statements.

Jumpstart Our Business Startups Act of 2012

Under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of new or revised accounting standards that have different transition dates for public and private companies until those standards would otherwise apply to private companies. We meet the definition of an emerging growth company and have elected to use this extended transition period for complying with new or revised accounting standards until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements and the reported results of operations contained therein may not be directly comparable to those of other public companies.

4650

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) 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, the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “could,” “would,” “should,” “expects,” “plans,” “anticipates,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements regarding our future results of operations and financial position, industry and business trends, equity compensation, business strategy, plans, market growth, plans to exit certain markets and anticipated cost savings associated with such exits, our ability to continue as a going concern, our plans to seek additional capital, and our objectives for future operations.

The forward-looking statements in this Quarterly Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. 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, the following: the Company’s business strategy and plans, the anticipated impact from the Acquisition; risks relating to the restatement of our consolidated financial statements; the potential impact of a material weakness in our internal control over financial reporting; the current macroeconomic environment, labor and inflationary pressures, and rising interest rates, on our business, financial condition, and results of operations; ~~our~~risks ~~ability~~related to ~~cure~~the delisting of our Class A Common Stock and Warrants from the New York Stock Exchange (“NYSE”); our ability to successfully appeal our delisting from the NYSE; our ability to cure our NYSE price deficiency and meet the continued listing requirements of the NYSE; our ability to meet the eligibility requirements of OTCQX; risks related to our common stock constituting a “penny stock”; our ability to successfully achieve the operating efficiencies related to cost reduction initiatives; our ability to successfully integrate acquisitions and realize the associated operational synergies; 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 and liquidity; 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, and Israel and Hamas, in relation to any expansion by us into international markets; 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 (the “2022 Form 10-K”) and Part II, Item 1A. “Risk Factors” in this Quarterly Report, and described from time to time in our future reports filed with the Securities and Exchange Commission (the “SEC”). The forward-looking statements in this Quarterly Report are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report and the documents that we reference in this Quarterly Report and have filed as exhibits to this Quarterly Report with the understanding that our actual future results, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Quarterly Report. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report, whether as a result of any new information, future events or otherwise.

Unless the context otherwise requires, all references in this Quarterly Report to the “Company,” “we,” “us,” “our,” or “Bird” refer to Bird Global, Inc. and its subsidiaries. References to “Bird Global” refer to Bird Global, Inc. and references to “Bird Rides” refer to Bird Rides, Inc.

4751

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risks in the ordinary course of our business. These risks primarily consist of fluctuations in interest rates and foreign currency exchange rates. We do not enter into derivatives or other financial instruments for trading or speculative purposes, and we do not otherwise have any derivative or other financial instruments outstanding.

Inflation Risk

Inflationary factors, such as increases in our costs of revenues and operating expenses, may adversely affect our operating results. Although we do not believe inflation has had a material impact on our financial condition, results of operations or cash flows to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain and increase our gross profit or decrease our operating expenses as a percentage of our revenues if the prices of our products and services do not increase as much or more than our increase in costs.

Interest Rate Risk

We are subject to market risk by way of changes in interest rates on borrowings under our credit facilities. In April 2021, the SPV entered into the Apollo Credit Agreement which, as amended, provides for borrowings of up to $150.0 million at a per annum rate of interest equal to the greater of (a) 1.00% and (b) the sum of (x) SOFR plus (y) 0.1% (10 basis points), plus a margin of 7.5%. The Company has $5.0 million remaining available under the Vehicle Financing Facility, and the outstanding balance under the Vehicle Financing Facility was $4240.69 million as of ~~June~~September 30, 2023.

On December 30, 2022, the Company issued and sold an aggregate principal amount of $30.1 million of its Convertible Senior Secured Notes due in December 2027. On January 3, 2023, the Company issued an aggregate principal amount of $27.0 million of additional notes in exchange for the Bird Canada acquisition. On March 20, 2023, the Company issued an aggregate principal amount of $2.8 million of follow on funding in exchange for cash. All of the notes are 12.0% Convertible Senior Notes due in December 2027 ~~(together with the Share Consideration Notes, the “Notes”)~~. The Notes shall accrue interest at a per annum rate equal to 12% payable semi-annually in arrears.

The outstanding balance of the Notes was $5859.9 0 million as of ~~June~~September 30, 2023, which includes a loss of $50.78 million and a gain of $0.9 2 million ~~MTM fair value adjustment~~ for the three and ~~six~~nine months ended ~~June~~September 30, 2023 (2022 - $nil), respectively. Accordingly, fluctuations in market interest rates may increase or decrease our interest expense. At this time, we do not, but we may in the future, use interest rate cap derivatives, interest rate swaps, or other interest rate hedging instruments to economically hedge and manage interest rate risk with respect to our variable floating rate debt.

Foreign Currency Risk

We transact business globally in multiple currencies. Our international revenue, as well as costs and expenses denominated in foreign currencies, expose us to the risk of fluctuations in foreign currency exchange rates against the U.S. dollar. Accordingly, changes in exchange rates may negatively affect our future revenue and other operating results as expressed in U.S. dollars. Our foreign currency risk is partially mitigated as our revenue recognized in currencies other than the U.S. dollar is diversified across geographic regions and we incur expenses in the same currencies in such regions.

We have experienced and will continue to experience fluctuations in our results of operations as a result of transaction gains or losses related to remeasurement of our asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. At this time, we do not, but we may in the future, enter into derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk.

Item 4. Controls and Procedures.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. There are also inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. In addition, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of the Company's principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report, the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15d-15(e) under the Exchange Act).

Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of ~~June~~September 30, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended ~~June~~September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

4953

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

For information regarding legal proceedings in which we are involved, see Note 12 under the subsection titled “Litigation and Indemnification” in our Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors.

In addition to the other information set forth in this Quarterly Report, including the risks and uncertainties described below, you should carefully consider the factors discussed under Part I, Item 1A. “Risk Factors” in our 2022 Form 10-K, quarterly reports on Form 10-Q, and in current reports on Form 8-K. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by any forward-looking statements contained in this Quarterly Report. There have been no material changes from the risk factors disclosed under the heading “Risk Factors” in our 2022 Form 10-K.

Risks Relating to the Company’s Ability to Continue as a Going Concern

There is substantial doubt about our ability to continue as a going concern and management’s plans to alleviate this condition may be unsuccessful. We will need to raise additional funding, which may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our operations.

Our expectation to generate operating losses and negative operating cash flows over the winter shoulder season and absent significant impact of our cost reduction initiatives, the need for additional funding to support our planned operations raise substantial doubt regarding our ability to continue as a going concern for a period of one year after the date that the financial statements are issued. See Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” of this Quarterly Report for a discussion of our cash position. Accordingly, we are seeking to obtain additional financings and will continue to reduce spending in the remainder of 2023 and in 2024. However, due to several factors, including those outside management’s control, there can be no assurance that we will be able to obtain or complete additional financings. If we are unable to complete additional financings, management’s plans include further reducing or delaying operating expenses. We have concluded the likelihood that our plan to successfully obtain sufficient funding from one or more of these sources or adequately reduce expenditures, while reasonably possible, is less than probable. Accordingly, we have concluded that substantial doubt exists about our ability to continue as a going concern for a period of at least twelve months from the date of issuance of our unaudited condensed consolidated financial statements included in this Quarterly Report.

Our fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to conduct operations. In addition, we cannot guarantee that financing will be available in sufficient amounts or on terms acceptable to us, if at all. Moreover, the terms of any financing may adversely affect the holdings or the rights of our stockholders and the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our shares to decline. The sale of additional equity or convertible securities would dilute all of our stockholders. The incurrence of indebtedness would result in increased fixed payment obligations and we may be required to agree to certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire assets and other operating restrictions that could adversely impact our ability to conduct our business. We could also be required to seek funds through arrangements with collaborative partners or otherwise at an earlier stage than otherwise would be desirable, which may result in terms unfavorable to us, any of which may have a material adverse effect on our business, operating results and prospects.

In addition, in September 2023, our common stock was delisted from the NYSE and is currently traded on the OTCQX. The delisting of our securities from the NYSE is expected to adversely impact our ability to raise capital in the public markets and will preclude our ability to sell shares under our ATM Agreement at a time when we are heading into our shoulder season, during which we expect reduced cash inflows from markets located in the Northern Hemisphere due to winter weather and the resulting reduction in the demand for our products and services in such markets.

In addition to general economic and capital market trends and conditions, our ability to raise sufficient additional capital to finance its operations from time to time will depend on a number of factors specific to our operations such as operating revenues and expenses, progress in development of our product and service offerings, and our ability to successfully integrate Spin into our existing operations and realize the desired benefits of such acquisition in a timely manner.

If we are unable to obtain funding on a timely basis, or if revenues from our operations or financing sources available to us are less than we have projected, we may be forced to terminate, significantly curtail or cease our operations or to pursue other strategic alternatives, including commencing a case under the U.S. Bankruptcy Code.

As a result, our business, financial condition and results of operations could be materially affected, and your investment in us could be materially impaired.

Any failure to comply with any of the covenants under any of our Amended and Restated Apollo Loan Agreement or Convertible Senior Secured Notes could cause an event of default, and, due to cross-default provisions, could represent an event of default with the other, or the VTB Note Payable, and could have a material adverse effect on our business.

The Company has concluded that these circumstances create substantial doubt regarding its ability to continue as a going concern. The Company does not anticipate maintaining compliance with certain covenants under the Amended and Restated Apollo Loan Agreement, the Convertible Senior Secured Notes, or the VTB Note Payable over the next twelve months and may not be able to restructure, refinance or otherwise satisfy its obligations under the credit facilities. The Company is therefore evaluating the available financial alternatives, including obtaining acceptable alternative financing as well as seeking additional waivers, forbearances or amendments to the covenants or other provisions of the Amended and Restated Apollo Loan Agreement to address any existing or future defaults and have initiated discussions with financial advisors to assist the Company. If the Company is unable to reach an agreement with its lenders or find acceptable alternative financing, the lenders or noteholders may choose to accelerate repayment. If the Company's lenders or its noteholders accelerate the payment of amounts outstanding under any of the Credit Facilities, the Company does not currently have sufficient liquidity to repay such indebtedness and would need additional sources of capital to do so.

The Company cannot provide any assurances that it will be successful in any restructuring of existing debt obligations or obtaining capital sufficient to fund the refinancing of its outstanding indebtedness or to provide sufficient liquidity to meet its operating needs. If the Company is unsuccessful in its efforts to restructure and obtain new financing, it may be necessary for it to seek protection from creditors under Chapter 11, or an involuntary petition for bankruptcy may be filed against it.

We may not be successful in achieving expected operating efficiencies and sustaining or improving operating expense reductions, and may experience business disruptions if we were to implement restructuring, realignment and cost reduction activities.

Over the past year, we have announced several cost reduction initiatives, including changes in our Fleet Manager business model, employee terminations and vehicle deployment. While we have started to realize the efficiencies of these actions, these activities may not produce the full efficiency and cost reduction benefits we expect. Further, such benefits may be realized later than expected, and the ongoing costs of implementing these measures may be greater than anticipated. If these measures are not successful or sustainable, we may be required to undertake restructuring, realignment and additional cost reduction efforts, which could result in future charges. Moreover, our ability to achieve our other strategic goals and business plans may be adversely affected and we could experience business disruptions with customers and elsewhere if any such restructuring and realignment efforts prove ineffective.

We may be subject to United States Bankruptcy Court proceedings in the near future, which would pose significant risks to our business and to our investors.

As we do not anticipate maintaining compliance with all covenants under our Amended and Restated Apollo Loan Agreement, VTB Promissory Note over the next twelve months, we are evaluating the available financial alternatives, including obtaining acceptable alternative financing as well as seeking additional waivers, forbearances or amendments to the covenants or other provisions of the Credit Facilities to address any existing or future defaults, and we have engaged financial and legal advisors to assist us. However, we cannot provide any assurances that we will be successful in any restructuring of existing debt obligations or obtaining capital sufficient to fund the refinancing of our outstanding indebtedness or to provide sufficient liquidity to meet our operating needs. If our attempts are unsuccessful or we are unable to complete such a restructuring on satisfactory terms, we may choose to pursue a filing under Chapter 11. If an agreement is reached and we decide to pursue a restructuring, it may be necessary for us and certain of our affiliates to file voluntary petitions for relief under Chapter 11 in order to implement a restructuring through a plan of reorganization before the bankruptcy court. We may also conclude that it is necessary to initiate Chapter 11 proceedings to implement a restructuring of our obligations if we are unable to reach an agreement with our creditors and other relevant parties regarding the terms of such a restructuring, or if further events or developments arise that necessitate us seeking relief under Chapter 11. It may be necessary to commence such a bankruptcy case in the near future. Also, if an agreement is not reached, certain creditors could commence involuntary bankruptcy cases against us if we are not able to satisfy our obligations under our debt agreements, including our Credit Facilities.

So long as a bankruptcy case continues, our senior management would be required to spend a significant amount of time and effort dealing with the reorganization instead of focusing exclusively on our business operations. Bankruptcy cases also might make it more difficult to retain management and other personnel necessary to the success and growth of our business. In addition, the longer a bankruptcy case continues, the more likely it is that our customers, dealers and suppliers would lose confidence in our ability to reorganize our businesses successfully and would seek to establish alternative commercial relationships.

It is not possible to predict the outcome of any bankruptcy case that may occur. In the event of a bankruptcy case, there can be no assurance that we would be able to restructure as a going concern or successfully propose or confirm a plan of reorganization that provides for the continuation of the business post-bankruptcy.

We have initiated discussions with a financial advisor to explore financial and strategic alternatives, which could include dilutive financings, strategic partnerships, sale of the company or bankruptcy.

We have initiated discussions with a financial advisor to identify and evaluate possible financial and strategic alternatives and their implications for the Company. No assurance can be given as to whether any particular recommended financial or strategic alternative will be undertaken, and if so, upon what terms or conditions. We may not have enough available cash to pursue a strategic restructuring, refinancing, or other transaction, and may have to file for bankruptcy. Bankruptcy, whether Chapter 11 or Chapter 7, could result in significant decrease in value for all stakeholders. In addition, if we file for bankruptcy, it may cause disruption in services or supplies from critical vendors required to continue operations, negatively impact sales and collections from customers and negatively impact employee relations.

Risks Relating to Bird Global Inc.’s Business Structure

Bird Global, Inc. is reliant on its management team.

The success of the Company is dependent upon the ability, expertise, judgment, discretion and good faith of its senior management. While employment agreements or management agreements and equity incentives that vest over time are customarily used as a primary method of retaining the services of key employees, these agreements and equity incentives cannot assure the continued services of such employees. Any loss of the services of such individuals could have a material adverse effect on the Company’s business, operating results, financial condition or prospects.

Bird Global, Inc. is a holding company.

Bird Global, Inc. is a holding company and essentially all of its assets constitute the capital stock of its subsidiaries. As a result, investors are subject to the risks attributable to Bird Global Inc.’s subsidiaries. As a holding company, Bird Global, Inc. conducts substantially all of its business through subsidiaries, which generate substantially all of Bird Global Inc.’s revenues. Consequently, Bird Global, Inc.’s cash flows and ability to complete current or desirable future enhancement opportunities are dependent on the earnings of its subsidiaries and the distribution of those earnings to Bird Global, Inc. The ability of these entities to pay dividends and other distributions depends on their operating results and is subject to applicable laws and regulations, which require that solvency and capital standards be maintained by such subsidiaries and contractual restrictions are contained in the instruments governing their debt. In the event of a bankruptcy, liquidation or reorganization of any of Bird Global Inc.’s material subsidiaries, holders of indebtedness and creditors may be entitled to payment of their claims from the assets of those subsidiaries before Bird Global, Inc.

Risks Relating to the Company’s Class A Common Stock being Delisted from New York Stock Exchange

Our common stock was delisted from The New York Stock Exchange, which could make trading in our common stock more difficult for investors, potentially leading to declines in our share price and reduced liquidity, and could substantially limit our ability to raise additional capital.

Effective at the open of business on September 25, 2023, our common stock was suspended and effectively delisted from The New York Stock Exchange and began trading on the Over-the-Counter OTC Pink Open Market (the “OTC”). The delisting was the result of our non-compliance with NYSE Listing Rule 5550(b). Effective September 29, 2023, our OTC listing was upgraded to the OTCQX® Best Market (the “OTCQX”). We remain a reporting company under the Exchange Act and continue to be subject to the public reporting requirements of the SEC.

The delisting of our shares from The New York Stock Exchange could make it more difficult to dispose of, or obtain accurate quotations for the price of, our shares, and will likely lead to a reduction in the coverage of our company by securities analysts and the news media, which could cause the price of our shares to decline further. In addition, our business may face other adverse consequences as a result of the delisting, such as an increase in negative publicity, a decrease in our ability to access capital markets or otherwise obtain additional financing on terms acceptable to us, a reduction in investor the confidence of our investors and employees, a loss of business development opportunities available to us, some or all of which consequences may result in a further decline in the trading price of our common stock.

In addition, our investors could face significant material adverse consequences as a result of the delisting, such as including limited availability of market quotations for our common stock and reduced liquidity for the trading of our securities, which has led to a decline in the trading volume of our stock and thereby diminish the ability of our investors to achieve liquidity.

The delisting of our common stock may also adversely impact the acceptance of our common stock as consideration in connection with future acquisitions of other companies or other strategic transactions, or otherwise reduce the value accorded thereto by other parties in connection with such transactions.

Further, following our delisting, we will also incur additional costs related to our compliance with applicable state “blue sky” laws in connection with any sales of our securities, and the related requirements imposed by such laws could further limit the market liquidity of our common stock and the ability of our stockholders to sell our common stock in the secondary market.

We have appealed the NYSE’s delisting determination and, while we are hopeful that NYSE will reconsider its decision and relist our common stock, no assurances can be provided that we will be successful in our appeal. Nevertheless, regardless of whether we are able to obtain the relisting our common stock on the NYSE, no assurance can be provided that an active trading market will develop or, if one develops, that it will continue. The lack of an active trading market may limit the liquidity of an investment in our common stock, which would limit the ability of our investors to be able to sell shares of common stock at times, or at prices, acceptable to our investors. Any of these factors may materially adversely affect the price of our common stock.

If we fail to meet the eligibility requirements of OTCQX, we could be removed from the OTCQX which would limit the ability of broker-dealers to sell our securities in the secondary market.

The companies whose securities are quoted on the OTCQX must maintain certain eligibility criteria, including having a minimum bid price for of $0.10 per share and a market capitalization of at least $5 million to continue to be quoted on the OTCQX. There is no guarantee that we will continue to meet OTCQX criteria to continue to have our common stock quoted thereon. As a result, failure to be quoted on the OTCQX would cause the Company’s common stock to be quoted on the OTCQB or the Pink Open Market, which may severely adversely affect the market liquidity for our shares by limiting the ability of broker-dealers to sell such shares, and the ability of stockholders to sell their shares in the secondary market. In addition, if we are no longer quoted on the OTCQX, there can be no assurance that will meet the eligibility criteria and requalify for quotation on the OTCQX.

If we fail to file periodic reports with the United States Securities and Exchange Commission, our common stock will not be able to be quoted on the OTCQX.

Although our common stock is quoted on the OTCQX, a regular trading market for our common stock may not be sustained in the future. OTC Markets limits quotation on the OTCQX to securities of issuers that are current in their reports filed with the United States Securities and Exchange Commission (the “SEC”). If we fail to remain current in the filing of our reports with the SEC, our common stock will not be able to be quoted on the OTCQX.

Broker-dealers may be discouraged from effecting transactions in our common stock because it is considered a penny stock and is subject to the penny stock rules.

Our common stock currently constitutes “penny stock.” Subject to certain exceptions, for the purposes relevant to us, “penny stock” includes any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share. Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on certain brokers-dealers who engage in certain transactions involving a “penny stock.” In particular, a broker-dealer selling penny stock to anyone other than an established customer or “accredited investor”, must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to

deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny stocks. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares of common stock, which could severely limit the market liquidity of our common stock and impede the sale of our common stock in the secondary market.

As an issuer of “penny stock” the protection provided by the federal securities laws relating to forward looking statements does not apply to us.

Although the federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, so long as our common stock constitutes a “penny stock”, we will not have the benefit of this particular safe harbor protection in the event of any claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.

If securities or industry analysts cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline.

The trading market for our securities is influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. If any of the analysts who cover us, change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline. If any analyst who covers us were to cease covering us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

The market for our common stock is volatile and our stock price could decline.

The price of our common stock, as well as the stock market in general, has been highly volatile, and we expect that our stock price is likely to remain volatile. Investors in our common stock may experience a decrease in the value of their stock, including decreases unrelated to our operating performance or prospects, resulting in a substantial (potentially total) loss on their investment. In addition, an active trading market for our common stock may not be sustained, which could affect the ability of our stockholders to sell their shares and could depress the market price of their shares.

Risks Relating to the Company’s Acquisition Strategy

Future strategic initiatives, including acquisitions of businesses and strategic investments, could negatively affect our business, financial condition and results of operations if we fail to integrate the acquired businesses and their employees successfully into our existing operations or achieve the desired results of our initiatives.

As part of our business strategy, we have purchased, and may continue to purchase, the stock or assets of other entities. For example, in September 2023, we completed our acquisition of Spin. In connection with the Spin acquisition, on September 19, 2023, we entered into an Amended and Restated Loan Agreement with MidCap Financial Trust to amend and restate, in its entirety, the Apollo Credit Agreement, dated April 27, 2021, providing for, among other things, (a) an additional advance of $6 million, to be used for, among other things, the completion of the Spin acquisition and the other transactions contemplated under the Spin Acquisition Agreement, (b) an extension of the maturity date to July 12, 2025, (c) amendments to the monthly amortization payment amounts, and (d) the extension of the senior security interest in favor of the Administrative Agent to include substantially all of our assets, including the assets of Bird Rides and certain of our other material U.S. subsidiaries.

Future acquisitions may require additional debt or equity financing, which could be dilutive to our existing stockholders or reduce our earnings per share or other financial metrics. Even if we complete acquisitions, there are many factors that could affect whether such acquisition, including our acquisition of Spin, will be beneficial to our business, including, without limitation:

•payment of above-market prices for acquisitions and higher than anticipated acquisition costs;

•issuance of common stock as part of the transaction consideration, such as the issuance of shares of our Class A Common Stock, par value $0.0001 per share, as partial consideration for our acquisition of Spin, or a need to issue stock options or other equity-based compensation to newly-hired employees of target companies, resulting in dilution of ownership to our existing stockholders;

•reduced profitability if an acquisition is not accretive to our business over either the short-term or the long-term;

•difficulties in integrating any acquired companies, personnel, products and other assets into our existing business;

•delays in realizing the benefits of the acquired company, products or other assets;

•regulatory challenges and becoming subject to additional regulatory requirements;

•cybersecurity and compliance-related issues;

•diversion of our management’s time and attention from our operations and other business concerns;

•limited or no direct prior experience in new markets or countries we may enter as a result of such acquisitions;

•unanticipated issues dealing with unfamiliar suppliers, service providers or other collaborators of an acquired company;

•costs of integration that exceed those we anticipated in connection with an acquisition;

•write-downs or impairments of goodwill or other intangible assets associated with the acquired company;

•difficulties in retaining key employees of an acquired company who are necessary to manage the operations of an acquired business;

•negative impacts on our relationships with our existing employees, clients, customers, and/or collaborators;

•intellectual property and other litigation, other claims or liabilities in connection with the acquisition; and

•changes in the overall financial model as certain acquired companies may have a different revenue, gross profit margin or operating expense profile.

Further, our ability to benefit from the Spin acquisition and/or other future acquisitions or external strategic investments depends on our ability to successfully conduct due diligence, negotiate acceptable terms, evaluate prospective opportunities and bring the products and/or service offerings of acquired businesses to market at acceptable margins and operating expense levels.

In addition, we cannot be certain that the due diligence investigation that we conducted in connection with the Spin Acquisition or that we conduct with respect to any acquisition opportunity will reveal or highlight all relevant facts that may be necessary or helpful in evaluating such an investment opportunity. For example, instances of fraud, accounting irregularities and other deceptive practices can be difficult to detect. Executive officers, directors and employees may be named as defendants in litigation involving a company we are acquiring or have acquired. Even if we conduct extensive due diligence on a particular acquisition, we may fail to uncover all material issues relating to such investment, including regarding controls and procedures of a particular target or the full scope of its contractual arrangements. We rely on our due diligence to identify potential liabilities in the businesses we acquire, including such things as potential or actual lawsuits, contractual obligations or liabilities imposed by government regulation. However, our due diligence process may not uncover these liabilities, and where we identify a potential liability, we may incorrectly believe that we can consummate the acquisition without subjecting ourselves to that liability. Therefore, it is possible that we could be subject to litigation in respect of these acquired businesses. If our due diligence fails to identify issues specific to an investment or acquisition, we may obtain a lower return from that transaction than the investment would return or otherwise subject ourselves to unexpected liabilities. We may also be forced to write-down or write-off assets, restructure our operations or incur impairment or other charges that could result in our reporting losses. Charges of this nature could contribute to negative market perceptions about us or our shares of common stock.

We also expect to continue to carry out internal strategic initiatives that we believe are necessary to grow our revenues and expand our business, both in the U.S. and abroad. Although we believe our investments in these initiatives continue to be in the long-term best interests of our company and our stockholders, there are no assurances that such initiatives will yield favorable results for us. Accordingly, if these initiatives are not successful, our business, financial condition and results of operations could be adversely affected.

If these risks materialize, our stock price could be materially adversely affected. Any difficulties in the integration of acquired businesses or unexpected penalties, liabilities or asset impairments in connection with such acquisitions or investments could have a material adverse effect on our business, financial condition and results of operations.

Claims against us or other liabilities we incur relating to any acquisition may necessitate our seeking claims against the seller for which the seller may not indemnify us or that may exceed the seller’s indemnification obligations, or may not agree with certain purchase price adjustments.

There may be liabilities we assume in any acquisition that we did not discover or underestimated in the course of performing our due diligence investigation. A seller will normally have purchase price adjustments or indemnification obligations to us under an acquisition or merger agreement, but these obligations will be subject to agreement between the parties, financial limitations, such as general deductibles and a cap, as well as time limitations. There can be no assurance that our right to purchase price payment adjustments or indemnification from any seller will be enforceable, collectible or sufficient in amount, scope or duration to fully offset the amount of any undiscovered or underestimated liabilities. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business, results of operations or financial condition.

We may issue additional stock to raise capital to fund our strategic business operations and/or restructure outstanding debt that would dilute substantially the voting power of our current stockholders.

In order to raise capital to fund our strategic business operations, we may issue additional shares of the Company’s stock that would dilute the voting power of our current stockholders.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~None~~On September 19, 2023, we issued an aggregate of 1,608,623 shares of our Class A Common Stock, par value $0.0001 per share, to the Seller, as partial consideration for our acquisition of Spin under the Spin Acquisition Agreement. The issuance was determined to be exempt from the registration requirements of Section 5 of the Securities Act in reliance on Section 4(a)(2) of the Securities Act, as a transaction by an issuer not involving a public offering.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended ~~June~~September 30, 2023.

5062

Item 6. Exhibits.

Incorporated by Reference

~~Filed /FurnishedHerewith~~

ExhibitNumber

Exhibit Description

Form

File No.

Exhibit

FilingDate

3.1

Amended and Restated Certificate of Incorporation of Bird Global, Inc.

S-8

333-260893

4.1

11/09/2021

2.1

Stock Purchase Agreement, dated September 19, 2023, by and among Bird Global, Inc., Bird Rides, Inc., Skinny Labs, Inc., and Tier Mobility SE.

8-K

001-41019

2.1

09/29/2023

3.2

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Bird Global, Inc., as filed with the Secretary of State of the State of Delaware on May 18, 2023.

8-K

001-41019

3.1

5/18/2023

3.1

Amended and Restated Certificate of Incorporation of Bird Global, Inc.

S-8

333-260893

4.1

11/09/2021

3.3

Amended and Restated Bylaws of Bird Global, Inc.

10-Q

001-41019

3.2

11/15/2021

3.2

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Bird Global, Inc., as filed with the Secretary of State of the State of Delaware on May 18, 2023.

8-K

001-41019

3.1

5/18/2023

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

3.3

Amended and Restated Bylaws of Bird Global, Inc.

10-Q

001-41019

3.2

11/15/2021

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

4.1

Senior Secured Promissory Note, dated September 19, 2023, issued by Bird Rides, Inc. to Tier Mobility SE.

8-K

001-41019

4.1

09/29/2023

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.

4.2

Amended and Restated Loan Agreement, dated September 19, 2023, by and among Bird Rides, Inc., Bird Global, Inc., the persons from time to time party thereto as lenders, and MidCap Financial Trust.

8-K

001-41019

4.1

09/29/2023

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

4.3

Second Amendment to Note Purchase Agreement, dated September 19, 2023, by and among Bird Global, Inc., each of the purchasers signatory thereto, and U.S. Bank Trust Company, National Association.

8-K

001-41019

4.1

09/29/2023

101.INS

Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

10.1

Limited Recourse Guarantee and Security Agreement, dated September 19, 2023, by and among Skinny Labs, Inc. (d/b/a SPIN) and Bird Global, Inc., in favor of Tier Mobility SE.

8-K

001-41019

10.1

09/29/2023

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

10.2

Amended and Restated Pledge and Collateral Agreement, dated September 19, 2023, by and among Bird Rides, Inc., Bird Global, Inc., certain affiliates of the Company party thereto, and MidCap Financial Trust.

8-K

001-41019

10.2

09/29/2023

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

10.3

Amended and Restated Guarantee, dated September 19, 2023, made by Bird Global, Inc., Bird Rides, Inc., Bird US Holdco, LLC, Bird US Opco, LLC, Bird Treasury Holdco, LLC, Scoot Rides, Inc., Bird Rides Holdings (US), LLC, made in favor of MidCap Financial Trust and certain lenders and other secured parties named therein.

8-K

001-41019

10.3

09/29/2023

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

10.4

Amended and Restated Guarantee, dated as of September 19, 2023, by and among Bird Global, Inc., Bird Rides, Inc., Bird US Holdco, LLC, Bird US Opco, LLC, Bird Treasury Holdco, LLC, Scoot Rides, Inc., and Bird Rides Holding (US), LLC, made in favor of U.S. Bank Trust Company, National Association, and the Purchasers.

8-K

001-41019

10.4

09/29/2023

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

10.5

Amended and Restated Pledge and Collateral Agreement, dated September 19, by and among Bird Global, Inc., Bird Rides, Inc., certain affiliates of the Company, and U.S. Bank Trust Company, National Association.

8-K

001-41019

10.5

09/29/2023

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

10.6

Amended and Restated Subordination and Intercreditor Agreement, dated September 19, 2023, by and among the several purchasers from time to time thereto, U.S. Bank Trust Company, National Association, and MidCap Financial Trust.

8-K

001-41019

10.6

09/29/2023

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

101.INS

Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

______________

* Filed herewith.

** Furnished herewith.

5163

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 thereunto duly authorized.

	BIRD GLOBAL, INC.
Date: August 9, 2023	By:	/s/ Michael Washinushi
Date: November 14, 2023	By:	/s/ Michael Washinushi
		Michael Washinushi
		Interim Chief Executive Officer
		(Interim Principal Executive Officer)
Date: August 9, 2023	By:	/s/ Michael Washinushi
Date: November 14, 2023	By:	/s/ H. Joseph Prodan
		Michael Washinushi
		H. Joseph Prodan
		Chief Financial Officer
		(Principal Financial Officer)

5264

Filing Compare · Bird Global, Inc.