XL XL Fleet
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 21, 2020
XL FLEET CORP.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
145 Newton Street
|(Address of principal executive offices)||(Zip Code)|
(Registrant’s telephone number, including area code)
Pivotal Investment Corporation II
c/o Graubard Miller
The Chrysler Building
405 Lexington Avenue, 11th Floor
New York, New York 10174
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Common Stock, par value $0.0001 per share||XL||New York Stock Exchange|
|Redeemable Warrants, exercisable for shares of common stock at an exercise price of $11.50 per share||XL WS||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. ☐
On December 23, 2020, XL Fleet Corp., a Delaware corporation (the “Company”) (f/k/a Pivotal Investment Corporation II (“Pivotal”)), filed a Current Report on Form 8-K (the “Original Report”) to report the consummation of the Business Combination and related matters under Items 1.01, 1.02, 2.01, 3.02, 3.03, 5.01, 5.02, 5.06 and 9.01 of Form 8-K. Due to the large number of events to be reported under the specified items of Form 8-K, this Amendment No. 1 to Form 8-K is being filed to amend the Original Report to include additional matters related to the Transactions under Items 5.03, 5.05 and 5.07 of Form 8-K.
Capitalized terms used herein by not defined herein have the meanings given to such terms in the Original Report.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information in Item 3.03 of the Original Report is incorporated by reference herein.
Amendments to the Registrant’s Code of Ethics, or Waiver of Provision of the Code of Ethics.
In connection with the Business Combination, on December 16, 2020, Pivotal’s board of directors approved and adopted an Amended and Restated Corporate Code of Conduct and Ethics and Whistleblower Policy (the “Code of Ethics”) applicable to all employees, officers, consultants and independent contractors of the Company. The Code of Ethics replaced the Pivotal Investment Corporation II Code of Ethics (the “Pivotal Code of Ethics”), which was previously adopted by Pivotal in connection with its initial public offering in July 2019. The Code of Ethics is filed with the Original Report as Exhibit 14 and is incorporated herein by reference and the foregoing description of the Code of Ethics is qualified by reference thereto.
Submission of Matters to a Vote of Securityholders.
On December 21, 2020, Pivotal held its Annual Meeting. At the Annual Meeting, Pivotal’s stockholders considered the following proposals:
1. A proposal to approve and adopt the Merger Agreement, and the transactions contemplated thereby, including the merger of Merger Sub with and into Legacy XL, with Legacy XL surviving as the wholly owned subsidiary of Pivotal, and the issuance of shares of Common Stock to Legacy XL’s securityholders in the Business Combination. The following is a tabulation of the votes with respect to this proposal, which was approved by Pivotal’s stockholders:
Prior to the Annual Meeting, holders of 10,992 shares of Pivotal Class A Common Stock sold in its initial public offering exercised their rights to convert those shares to cash at a conversion price of approximately $10.09067738 per share, or an aggregate of approximately $0.11 million.
2. A proposal to approve the issuance of an aggregate of 15,000,000 shares of Common Stock in a private placement at a price of $10.00 per share, for an aggregate purchase price of $150,000,000. The following is a tabulation of the votes with respect to this proposal, which was approved by Pivotal’s stockholders:
3. Proposals to approve the following amendments to Pivotal’s amended and restated certificate of incorporation to:
(i) change the name of the Company from Pivotal Investment Corporation II to “XL Fleet Corp.” The following is a tabulation of the votes with respect to this proposal, which was approved by Pivotal’s stockholders:
(ii) increase the number of shares of Pivotal Class A Common Stock that Pivotal is authorized to issue to 350,000,000 shares and remove the provisions for the Pivotal Class B Common Stock. The following is a tabulation of the votes with respect to this proposal, which was approved by Pivotal’s stockholders:
(iii) remove the various provisions applicable only to special purpose acquisition companies and make certain other changes that the Pivotal board of directors deems appropriate for a public operating company. The following is a tabulation of the votes with respect to this proposal, which was approved by Pivotal’s stockholders:
4. A proposal to elect nine directors who, upon the consummation of the Business Combination, are directors of the Company, in the classes set forth below. The following is a tabulation of the votes with respect to each director elected at the Annual Meeting:
Declan P. Flanagan
Jonathan J. Ledecky
Thomas J. Hynes, III
5. A proposal to approve the 2020 Equity Incentive Plan. The following is a tabulation of the votes with respect to this proposal, which was approved by Pivotal’s stockholders:
Because the proposal to adopt the Merger Agreement and to approve the Business Combination was approved, the proposal to adjourn the Annual Meeting to a later date or dates, if necessary, was not presented at the Annual Meeting.
Financial Statements and Exhibits.
Schedule and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
Certain confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
Indicates management contract or compensatory plan or arrangement.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
|XL FLEET CORP.|
|Date: December 23, 2020||By:|
/s/ Dimitri N. Kazarinoff
|Name:||Dimitri N. Kazarinoff|
|Title:||Chief Executive Officer|