XL Fleet Corp. Files Form S-1 Registration Statement Related to Previously Completed Merger
XL Fleet Corp. (NYSE: XL) has filed a registration statement on Form S-1 with the SEC to satisfy remaining registration obligations from its merger with Pivotal Investment Corporation II, completed on December 21, 2020. This registration does not involve new share issuances, apart from shares from previously issued warrants. Most shares registered remain under contractual lock-up agreements, preventing their sale during specified periods. The registration statement is not yet effective, and securities cannot be sold until it does. Additional information is available through XL Fleet's investor presentation.
- Completion of registration obligations from merger enhances transparency.
- Potential for future capital influx post-registration effectiveness.
- Securities cannot be sold until the registration statement becomes effective, potentially limiting liquidity.
- Most shares still subject to lock-up agreements, restricting immediate trading.
XL Fleet Corp. (NYSE: XL) (“XL Fleet” or the “Company”), a leader in vehicle electrification solutions for commercial and municipal fleets, announced that on January 13, 2021, it took steps to complete its remaining registration obligations arising from its merger with Pivotal Investment Corporation II, which was completed on December 21, 2020, by filing a registration statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”).
The Registration Statement is not registering the issuance of any new shares of common stock except for those shares of common stock issuable upon exercise of warrants that have previously been issued. Except for the shares of common stock issued in the private placement in connection with XL Fleet’s business combination, most of the shares of common stock being registered for resale pursuant to the Registration Statement remain subject to the previously disclosed contractual lock-up agreements that prohibit sale during the lock-up periods.
The Company has made available on https://investors.xlfleet.com/events-and-presentations an investor presentation that provides additional information related to the Registration Statement and related terms.
The Registration Statement relating to these securities has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement becomes effective. Copies of the Registration Statement (and the preliminary prospectus contained therein) may be obtained from the Company by request at 145 Newton Street, Boston, MA 02135, by visiting the SEC Filings section of XL Fleet’s investor website, or by visiting https://www.sec.gov.
This press release shall not constitute either an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
About XL Fleet Corp.
XL Fleet is a leading provider of vehicle electrification solutions for commercial and municipal fleets in North America, with more than 140 million miles driven by customers such as The Coca-Cola Company, Verizon, Yale University and the City of Boston. XL Fleet’s hybrid and plug-in hybrid electric drive systems can increase fuel economy up to 25-50 percent and reduce carbon dioxide emissions up to 20-33 percent, decreasing operating costs and meeting sustainability goals while enhancing fleet operations. For additional information, please visit www.xlfleet.com.
Forward Looking Statements
Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of management and are not predictions of actual performance. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements, including but not limited to failure to realize the anticipated benefits from the business combination; the effects of pending and future legislation; the highly competitive nature of the Company’s business and the commercial vehicle electrification market; litigation, complaints, product liability claims and/or adverse publicity; cost increases or shortages in the components necessary to support the Company’s products and services; the introduction of new technologies; the impact of the COVID-19 pandemic on the Company’s business, results of operations, financial condition, regulatory compliance and customer experience; the potential loss of certain significant customers; privacy and data protection laws, privacy or data breaches, or the loss of data; general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the inability to convert its sales opportunity pipeline into binding orders; risks related to the rollout of the Company’s business and the timing of expected business milestones; the effects of competition on the Company’s future business; the availability of capital; and the other risks discussed under the heading “Risk Factors” in the Registration Statement filed on January 13, 2021 and other documents that the Company files with the SEC in the future. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. These forward-looking statements speak only as of the date hereof and the Company specifically disclaims any obligation to update these forward-looking statements.
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FAQ
What is the purpose of XL Fleet's registration statement filed on January 13, 2021?
When was the merger between XL Fleet and Pivotal Investment Corporation II completed?
What does the registration statement for XL Fleet include?
Are there any limitations on the shares registered by XL Fleet?
What happens after the registration statement becomes effective for XL Fleet?
