Current Report Filing (8-k)
January 28 2021 - 5:09PM
Edgar (US Regulatory)
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): January 28, 2021
XL FLEET CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-38971
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83-4109918
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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145 Newton Street
Boston, MA
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02135
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(Address of principal executive offices)
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(Zip Code)
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(617) 718-0329
(Registrant’s telephone number, including area code)
N/A
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Securities registered pursuant to Section 12(b)
of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $0.0001 per share
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XL
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New York Stock Exchange
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Redeemable Warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
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XL WS
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New York Stock Exchange
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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 January 28, 2021, XL Fleet Corp. (the “Company”) issued a notice of redemption (the “Notice of Redemption”) with
respect to all of the outstanding public warrants to purchase shares of the Company’s common stock that were issued pursuant to the Warrant Agreement, dated as of July 11, 2019, by and between the Company (formerly known as Pivotal
Investment Corporation II) and Continental Stock Transfer and Trust Company, as warrant agent, as part of the units sold in the Company’s initial public offering.
A copy of the Notice of Redemption delivered by the Company is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
None of this Current Report on Form 8-K or the Notice of Redemption attached hereto as Exhibit 99.1
shall constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be
unlawful.
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Item 9.01.
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Financial Statements and Exhibits
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SIGNATURE
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.
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XL FLEET CORP.
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Date: January 28, 2021
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By:
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/s/ Dimitri N. Kazarinoff
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Name:
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Dimitri N. Kazarinoff
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Title:
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Chief Executive Officer
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Pivotal Investment Corpo... (NYSE:PIC)
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