UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

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)

(617) 718-0329

(Registrant’s telephone number, including area code)

Pivotal Investment Corporation II

c/o Graubard Miller

The Chrysler Building

405 Lexington Avenue, 11^th 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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

INTRODUCTORY NOTE

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.

The information in Item 3.03 of the Original Report is incorporated by reference herein.

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.

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:

2

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:

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.

3

(d)    Exhibits.

4

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.

5