--- schema_version: "secwatch.filing_event.v1" accession: "0001861449-23-000002" form_type: "8-K" ticker: null cik: "0001861449" company_name: "Bird Global, Inc." filed_at: "2023-01-03T23:59:59+00:00" generated_at: "2026-06-20T21:03:56.680811+00:00" event_type: "m_and_a" sentiment: "negative" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Bird Global closes Bird Canada buy, $57M convertible notes; appoints CFO/President; investors gain board control ## Summary - Acquired remaining 100% of Bird Canada for $27M in 12% convertible notes, 18.2M shares, and nominal cash. - Issued $30M in 12% convertible senior secured notes due 2027; conversion price ~$0.2879/share; proceeds repay $4M sub loan. - Amended Apollo loan: maturity extended to Jan 2025, monthly amortization changed, liens released on certain assets. - Appointed Michael Washinushi as CFO, Stewart Lyons as President (from Bird Canada); three new directors including John Bitove. - Created Series A Preferred Stock giving holder right to nominate five directors and elect them alone; voting agreement ties board size to note conversion. ## SEC filing metadata - accession: 0001861449-23-000002 - form_type: 8-K - cik: 0001861449 - company_name: Bird Global, Inc. - filed_at: 2023-01-03T23:59:59+00:00 - event_type: m_and_a - sentiment: negative - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.02, 3.03, 5.02, 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1861449/000186144923000002/0001861449-23-000002-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1861449/000186144923000002/brds-20221229.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001861449-23-000002 - JSON: https://secwatch.observer/filing/0001861449-23-000002.json - Plain text: https://secwatch.observer/filing/0001861449-23-000002.txt ## Key facts - Debt Financings Bird Global, Inc. incurred convertible notes of an additional aggregate principal amount of $26,977,675 of Notes with Note Purchasers at 12.0% maturing December 30, 2027. - Instrument: convertible notes - Principal: an additional aggregate principal amount of $26,977,675 of Notes - Counterparty: Note Purchasers - Rate: 12.0% - Maturity: December 30, 2027 - Event: incurrence source text: On January 3, 2022 (the “Acquisition Closing Date”), the Company issued and sold an additional aggregate principal amount of $26,977,675 of Notes in exchange for the Acquisition. evidence_url: https://www.sec.gov/Archives/edgar/data/1861449/000186144923000002/0001861449-23-000002-index.htm - Debt Financings Bird Global, Inc. incurred convertible notes of an aggregate principal amount of $30.0 million of Notes with Note Purchasers at 12.0% maturing December 30, 2027. - Instrument: convertible notes - Principal: an aggregate principal amount of $30.0 million of Notes - Counterparty: Note Purchasers - Rate: 12.0% - Maturity: December 30, 2027 - Event: incurrence source text: On the Closing Date, the Company issued and sold an aggregate principal amount of $30.0 million of Notes. evidence_url: https://www.sec.gov/Archives/edgar/data/1861449/000186144923000002/0001861449-23-000002-index.htm - Executive change John Bitove was appointed as Director at Bird Global, Inc.. - Action: appointed - Role: Director source text: the Board appointed each of Antonio Occhionero, Kevin Lowell Talbot and John Bitove to serve on the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1861449/000186144923000002/0001861449-23-000002-index.htm - Executive change Kevin Lowell Talbot was appointed as Director at Bird Global, Inc.. - Action: appointed - Role: Director source text: the Board appointed each of Antonio Occhionero, Kevin Lowell Talbot and John Bitove to serve on the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1861449/000186144923000002/0001861449-23-000002-index.htm - Executive change Michael Washinushi was appointed as Chief Financial Officer at Bird Global, Inc.. - Action: appointed - Role: Chief Financial Officer source text: On December 29, 2022, the Board appointed Michael Washinushi as the Company's Chief Financial Officer to succeed Ben Lu evidence_url: https://www.sec.gov/Archives/edgar/data/1861449/000186144923000002/0001861449-23-000002-index.htm - Executive change Shane Torchiana changed role as President at Bird Global, Inc.. - Action: succeeded - Role: President source text: Stewart Lyons as President to succeed Shane Torchiana evidence_url: https://www.sec.gov/Archives/edgar/data/1861449/000186144923000002/0001861449-23-000002-index.htm - Executive change Stewart Lyons was appointed as President at Bird Global, Inc.. - Action: appointed - Role: President source text: and Stewart Lyons as President to succeed Shane Torchiana evidence_url: https://www.sec.gov/Archives/edgar/data/1861449/000186144923000002/0001861449-23-000002-index.htm - Executive change Ben Lu departed as Chief Financial Officer at Bird Global, Inc.. - Action: succeeded - Role: Chief Financial Officer source text: the Board appointed Michael Washinushi as the Company's Chief Financial Officer to succeed Ben Lu evidence_url: https://www.sec.gov/Archives/edgar/data/1861449/000186144923000002/0001861449-23-000002-index.htm - Executive change Antonio Occhionero was appointed as Director at Bird Global, Inc.. - Action: appointed - Role: Director source text: the Board appointed each of Antonio Occhionero, Kevin Lowell Talbot and John Bitove to serve on the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1861449/000186144923000002/0001861449-23-000002-index.htm - Governance Changes Bird Global, Inc.: Filed Certificate of Designation establishing Series A Preferred Stock. - Change: charter amendment source text: On the Closing Date, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of the State of Delaware establishing the rights, preferences, privileges, qualifications, restrictions and limitations of a series of its preferred stock designated as the Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), with a liquidation preference of $0.0001 per share. evidence_url: https://www.sec.gov/Archives/edgar/data/1861449/000186144923000002/0001861449-23-000002-index.htm - M&A Transactions Bird Global, Inc. completed an acquisition involving BC Sellers for aggregate principal amount of $26,977,675 of its 12.0% Convertible Senior Secured Notes due 2027, 18,204,365 shares of Class A common stock, and a nominal amoun (closed 2022-12-30). - Action: acquisition - Counterparty: BC Sellers - Consideration: aggregate principal amount of $26,977,675 of its 12.0% Convertible Senior Secured Notes due 2027, 18,204,365 shares of Class A common stock, and a nominal amoun - Closing: 2022-12-30 source text: 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 $26,977,675 of its 12.0% Convertible Senior Secured Notes due 2027 (the “Notes”), 18,204,365 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1861449/000186144923000002/0001861449-23-000002-index.htm - Material Agreements Bird Global, Inc. entered into Note Purchase Agreement with certain accredited investors (Note Purchasers) and U.S. Bank Trust Company, National Association valued at $30.0 million (effective 2022-12-30). - Action: entry - Agreement: notes offering - Counterparty: certain accredited investors (Note Purchasers) and U.S. Bank Trust Company, National Association - Value: $30.0 million - Effective: 2022-12-30 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1861449/000186144923000002/0001861449-23-000002-index.htm - Material Agreements Bird Global, Inc. entered into Share Purchase Agreement with Bird Canada Inc., certain BC sellers, and John Bitove valued at $26,977,675 (effective 2022-12-30). - Action: entry - Agreement: asset purchase - Counterparty: Bird Canada Inc., certain BC sellers, and John Bitove - Value: $26,977,675 - Effective: 2022-12-30 source text: On 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”), certain sellers party thereto (the “BC Sellers”) and John Bitove, as seller’s representative. evidence_url: https://www.sec.gov/Archives/edgar/data/1861449/000186144923000002/0001861449-23-000002-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.