UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~December 2211, 2023

Bird Global, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-41019

86-3723155

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

392 NE 191st Street #20388

Miami, Florida 33179

(Address of principal executive offices and Zip code)

(866) 205-2442

(Registrant’s telephone number, including area code)

Not Applicable

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

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


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


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


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


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

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A common stock, par value $0.0001 per share

BRDS

The New York Stock Exchange

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

BRDS WS

The New York Stock Exchange

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

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 35.0102. Departure ~~Notice~~ of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

OnResignation September 22, 2023, Bird Global, Inc. (the “Company”) received a written notice (the “Notice”) from the New York Stock Exchange (“NYSE” or the “Exchange”) 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.~~ Director

~~NYSE~~On ~~Regulation’s~~December ~~staff~~15, ~~decided~~2023, toPhilip ~~delist~~Evershed, ~~the~~member ~~Securities~~of ~~because~~ the ~~Company~~Board ~~failed~~of toDirectors ~~maintain~~(the an"Board) ~~average global market capitalization~~ of atBird ~~least $15~~Global,~~000,000~~ ~~over~~Inc. a(the ~~consecutive 30 trading day period~~"Company"), asnotified ~~required by Section 802.01B of~~ the ~~NYSE Listed~~ Company ~~Manual. The~~in ~~Company~~writing ~~has~~of ahis ~~right~~resignation toas ~~appeal this determination, provided that it files~~ a ~~written~~member ~~request for such review within ten business days after receiving the Notice. The Company’s board~~ of ~~directors (~~the “Board”) ~~intends~~and toas ~~appeal~~a ~~the~~member ~~NYSE’s determination to delist the Securities. There can be no assurance~~ of ~~the~~all ~~outcome~~committees of ~~any such appeal or that~~ the ~~Exchange~~Board ~~will~~on ~~reconsider~~which ~~its~~he ~~decision~~served, toeffective ~~delist~~December ~~the~~15, ~~Company in light of such appeal~~2023.

~~The Company anticipates the Securities will continue to trade on the OTC Market~~Mr. ~~The~~ ~~Company~~Evershed's ~~expects~~resignation ~~the~~is ~~Class~~not ~~A common stock to trade under~~ the ~~symbol~~result ~~“BRDS”~~of ~~and~~any ~~the~~dispute ~~warrants~~or todisagreement ~~trade~~with ~~under~~ the ~~symbol “BRDSW.” The~~ Company ~~also~~or ~~expects~~ the ~~Securities~~Board ~~to be listed for trading~~ on ~~the~~any ~~OTCQX,~~matter ~~which~~relating ~~is the highest tier of the OTC Market, and has taken steps necessary~~ to ~~pursue such listing. The Company cannot provide assurance that its common stock will continue to trade on~~ the ~~OTC Market~~operations, ~~that~~policies ~~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~~practices ~~the trading volume~~ of the Company~~’s common stock will be sufficient enough to generate an efficient trading market~~.

~~Item~~Appointment ~~7.01~~of ~~Regulation~~New ~~FD Disclosure.~~ Director

On ~~September~~December 2211, 2023, the ~~Company~~Board ~~issued~~unanimously nominated Mr. Harvey Tepner as a ~~press~~member ~~release~~of ~~announcing~~the ~~NYSE’s~~Board ~~decision~~of Directors, to ~~delist~~become effective December 16, 2023. Mr. Tepner's nomination became effective following the ~~Securities~~resignation ~~from~~of Mr. Evershed and the ~~Exchange~~appointment by the Company's Series A Preferred Stockholder. AThe ~~copy~~Board ofhas ~~the~~determined ~~press~~that ~~release~~Mr. Tepner is ~~furnished~~an "independent director" as ~~Exhibit~~defined 99under the applicable rules and regulations of the Securities and Exchange Commission and the listing requirements and rules of the New York Stock Exchange.1 toMr. ~~this~~Tepner ~~Current~~will ~~Report~~also serve as the sole member and ~~incorporated~~Chair ~~herein~~of bythe ~~reference~~Special Committee.

~~The~~Harvey ~~information~~L. ~~contained~~Tepner inis ~~Item~~an 7independent corporate director, strategic advisor, restructuring expert, and private investor.01 Mr. Tepner currently serves on the boards of ~~this~~two ~~Current~~private ~~Report~~companies (including ~~Exhibit~~Village ~~99.1~~Roadshow ~~hereto)~~Entertainment Group. He is ~~being~~a ~~furnished~~former ~~and~~senior ~~shall~~executive ~~not~~of beWL ~~deemed~~Ross ~~“filed”~~& ~~for~~Co., ~~purposes~~an ofalternative ~~Section~~asset 18manager and private equity firm, and was a general partner of the ~~Exchange~~WL ~~Act~~Ross ofprivate ~~1934,~~equity asfunds ~~amended~~where ~~(the~~he ~~“Exchange~~was ~~Act”),~~responsible orfor ~~otherwise~~sourcing ~~subject~~and tomanaging ~~the~~investments ~~liabilities~~in ofvarious ~~that~~portfolio ~~section,~~companies ~~nor~~and ~~shall~~investing itin bedistressed ~~deemed~~debt. Prior to beWL ~~incorporated~~Ross, byMr. ~~reference~~Tepner inspent ~~any~~more ~~registration~~than ~~statement~~20 oryears ~~other~~as ~~document~~an ~~filed~~investment ~~under~~banker ~~the~~at ~~Securities~~several ~~Act~~firms at Rothschild & Co., orDillon, ~~the~~Read ~~Exchange~~& ~~Act~~Co., ~~except~~Loeb asPartners ~~otherwise~~and ~~expressly~~Compass ~~stated~~Advisors where he specialized in ~~such~~corporate ~~filing~~restructurings and troubled company M&A.

~~Cautionary~~Mr. ~~Note~~Tepner ~~Regarding~~has ~~Forward~~a B.A. from Carleton University, an MBA from Cornell University, and is a Chartered Accountant/CPA-~~Looking~~Canada. He ~~Statements~~has held academic appointments in accounting at Cornell University and York University and has spoken and written extensively about corporate governance, business strategy, corporate restructurings and M&A. Mr. Tepner is a member of the International Insolvency Institute and is a member and former Director of the American Bankruptcy Institute.

~~Certain~~As ~~statements~~a innon-employee ~~this~~director, ~~Current~~Mr. ~~Report~~Tepner ~~may~~will bereceive ~~considered~~cash ~~“forward-looking~~compensation ~~statements”~~for ~~within~~his ~~the~~Board ~~meaning~~service ofin ~~the~~accordance ~~“safe~~with ~~harbor” provisions of~~ the ~~United~~an ~~States~~Agreement ~~Private~~for ~~Securities~~Service ~~Litigation Reform Act~~ of ~~1995~~Independent Director. ~~Forward-looking~~The ~~statements~~Company ~~include~~also ~~all~~entered ~~statements~~into ~~other~~an ~~than~~indemnification ~~statements~~agreement ofwith ~~historical~~Mr. ~~fact~~Tepner ~~contained~~ in ~~this~~connection ~~Current~~with ~~Report~~his ~~including,~~appointment ~~but not limited~~ to, the ~~trading of the Securities on the OTC and OTCQX~~Board, ~~business~~which ~~strategy~~is ~~and~~in ~~plans,~~substantially the ~~anticipated~~same ~~impacts~~form ~~from~~as ~~the~~that ~~acquisition~~entered ofinto ~~Skinny~~with ~~Labs, Inc. (d/b/a Spin) (~~the ~~“Spin~~other ~~Acquisition”),~~directors ~~and our decision to appeal and the success~~ of ~~any such appeal of~~ the ~~NYSE delisting decision~~Company. InThere some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are ~~subject~~no ~~to risks, uncertainties, and~~ other ~~factors~~arrangements ~~which could cause actual results to differ materially from those expressed~~ or ~~implied~~understandings bybetween ~~such forward looking statements~~Mr. ~~These~~ ~~forward-looking~~Tepner ~~statements are based upon estimates~~ and ~~assumptions~~any ~~that,~~other ~~while~~persons ~~considered~~pursuant ~~reasonable~~to bywhich ~~the~~he ~~Company~~was ~~and~~selected ~~its~~as ~~management,~~a ~~are inherently uncertain~~director. ~~Factors that may cause actual results to differ materially from current expectations include~~Additionally, ~~but are not limited to the expansion plans, opportunities, and costs relating to the Spin Acquisition~~Mr. ~~Other~~ ~~factors~~Tepner ~~may~~has ~~also~~no ~~cause~~direct ~~the Company’s actual results to differ materially from those expressed~~ or ~~implied~~indirect inmaterial ~~the~~interest ~~forward-looking statements and such factors are discussed~~ in ~~the~~any ~~Company’s~~transaction ~~filings~~required ~~with~~to ~~the~~be ~~U.S.~~disclosed ~~Securities~~pursuant ~~and~~to ~~Exchange~~Item ~~Commission~~ 404(~~“SEC”~~a), ~~including~~of ~~its~~Regulation ~~Annual Report on Form 10~~S-K ~~for the fiscal year ended December 31, 2022, and subsequent reports filed by the Company with the SEC~~. ~~Copies of the Company’s filings with the SEC may be obtained at the “SEC Filings” section of the Company’s website at www.bird.co or on the SEC’s website at www.sec.gov.~~

~~Nothing~~Item in this Current Report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved8. ~~The forward-looking statements included in this Current Report are made as of the date hereof~~01. ~~The~~Other Company is not under any obligation to (and expressly disclaims any such obligation) to update any of the information in this Current Report if any forward-looking statement later turns out to be inaccurate, whether as a result of new information, future events or otherwise, except as otherwise may be required by the federal securities lawsEvents.

Establishment of a Special Committee and Adoption of the Charter

On December 11, 2023, the Board approved the creation of a Special Committee and adopted the Special Committee Charter (the "Special Committee Charter") to govern the Special Committee. A copy of the Special Committee Charter is attached hereto as Exhibit 99.1 and incorporated herein by reference. The Special Committee was formed to address, consider, and determine issues and matters relating to the Company's equity, debt, and other financing being considered during the next six (6) months, unless extended or modified by the Board. The Special Committee will be comprised of one (1) independent director who shall be a member of the Board. On December 16, 2023, the Board, by unanimous consent, appointed Mr. Tepner as the sole member and Chair of the Special Committee, to serve until death, incapacity, resignation, or removal by approval of a majority of the Board.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.						Description
99.1						~~Press release of~~ Bird Global, Inc., ~~dated~~Special ~~September~~Committee ~~22, 2023~~Charter
104						Cover page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

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

Bird Global, Inc.

Date: September 26, 2023

By:

/s/ Michael Washinushi

Date: December 26, 2023

By:

/s/ Michael Washinushi

Name:

Michael Washinushi

Title:

Interim Chief Executive Officer

Filing Compare · Bird Global, Inc.