INTRODUCTORY NOTE
Due to the large number of events reported under the specified items of Form 8-K, this Current Report
on Form 8-K is being filed in two parts. An amendment to this Form 8-K is being submitted for filing on the same date to include additional matters under Items 5.03,
5.05, 5.07, and 9.01 of Form 8-K.
As previously announced, Pivotal Investment Corporation II
(Pivotal), a Delaware corporation, previously entered into an Agreement and Plan of Reorganization, dated as of September 17, 2020 (the Merger Agreement), by and among Pivotal, PIC II Merger Sub Corp., a Delaware
corporation and wholly owned subsidiary of Pivotal (Merger Sub), and XL Hybrids, Inc., a Delaware corporation (Legacy XL).
On December 21, 2020 (the Closing Date), as contemplated by the Merger Agreement, Merger Sub merged with and into Legacy XL,
with Legacy XL surviving as a wholly owned subsidiary of Pivotal (the Business Combination). On the Closing Date, each outstanding share of common stock of Legacy XL (including each share of Legacy XLs common stock issued as a
result of the conversion of Legacy XLs preferred stock and any conversion or exchange of Legacy XLs convertible promissory notes) was converted into the right to receive 0.75718950 shares (Exchange Ratio) of Pivotals
common stock, par value $0.0001 per share. The Exchange Ratio was determined by dividing 100,000,000 (less 1,125,000 withheld for Legacy XLs convertible debt that was redeemed in cash) by the fully-diluted number of shares of Legacy XLs
common stock outstanding immediately prior to the effective time of the Business Combination, including shares issuable or treated as issuable upon the conversion of Legacy XLs preferred stock and the exercise, conversion or exchange of Legacy
XLs convertible promissory notes, options and warrants (as determined in accordance with the Merger Agreement and as more fully described in the Proxy Statement, as defined below).
In connection with the consummation of the Business Combination, each outstanding share of Pivotals Class B common stock, par value
$0.0001 per share (Pivotal Class B Common Stock), was converted into one share of Pivotal Class A Common Stock. Each outstanding warrant of Pivotal entitles the holder to purchase shares of Pivotal Class A Common Stock at
a price of $11.50 per share beginning 30 days after the Closing Date.
A description of the Business Combination and the terms of the
Merger Agreement are included in the proxy statement/prospectus filed with the Securities and Exchange Commission (the SEC) on December 8, 2020 (the Proxy Statement) in the sections entitled Business Combination
Proposal beginning on page 76 and The Merger Agreement beginning on page 99 of the Proxy Statement.
Immediately prior to the filing of the Certificate of Merger with the Delaware Secretary of State on the Closing Date, Pivotal filed its
Second Amended and Restated Certificate of Incorporation (the A&R Certificate) with the Secretary of State of the State of Delaware, pursuant to which, among other things, Pivotal (i) changed its name to XL Fleet
Corp., (ii) increased the number of shares of Pivotal Class A Common Stock it is authorized to issue to 350,000,000 shares, (iii) removed the provisions for the Pivotal Class B Common Stock (all such shares of Pivotal
Class B Common Stock converted into shares of Pivotal Class A Common Stock in connection with the Business Combination) so that the Pivotal Class B Common Stock ceased to exist and the Company now has a single class of common stock
(such resulting stock, the Common Stock), and (iv) removed the various provisions applicable only to special purpose acquisition corporations. The material terms of the A&R Certificate and the general effect upon the rights of
holders of the Companys capital stock are set forth in the Proxy Statement in the section entitled The Charter Proposals beginning on page 123 of the Proxy Statement, which information is incorporated herein by reference. A
copy of the A&R Certificate is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Additionally, in connection with the Business Combination, on September 17, 2020, Pivotal entered into subscription agreements
(Subscription Agreements) with certain investors (the PIPE Investors), pursuant to which such PIPE Investors purchased on the Closing Date an aggregate of 15,000,000 shares of Common Stock in a private placement
(PIPE) at a price of $10.00 per share for gross proceeds to the Company of $150,000,000.
Each of the options to purchase
Legacy XLs common stock, whether or not exercisable and whether or not vested, and each of the warrants to purchase Legacy XLs common stock, in each case that was outstanding immediately prior to the effective time of the Business
Combination, were assumed by Pivotal on the Closing Date and converted into an option or warrant, as the case may be, to purchase a number of shares of Common Stock equal to the number of shares subject to such option or warrant immediately prior to
the effective time multiplied by the Exchange Ratio, at an exercise price equal to the exercise price immediately prior to the effective time divided by the Exchange Ratio.