Filed Pursuant to Rule 424(b)(3)
Registration No. 333-252089
PROSPECTUS SUPPLEMENT NO. 5
To Prospectus dated November 4, 2021
Up to 48,083,495 Shares of Common Stock
Up to 4,233,333 Shares of Common Stock Issuable
Upon Exercise of Warrants
Up to 4,233,333 Warrants
This prospectus supplement
no. 5 supplements the prospectus dated November 4, 2021 (the “Prospectus”), which forms a part of the Registration
Statement on Post-Effective Amendment No. 1 to the Form S-1 (Registration No. 333-252089), relating to the issuance by us of up to
an aggregate of 4,233,333 shares of our common stock, $0.0001 par value per share (“Common Stock”), which consists of up
to 4,233,333 shares of Common Stock that are issuable upon the exercise of 4,233,333 warrants (the “Private Placement
Warrants”) originally issued in a private placement in connection with the initial public offering of our predecessor company,
Pivotal Investment Corporation II (“Pivotal”),. We will receive the proceeds from any exercise of any Private Placement
Warrants for cash.
The Prospectus and prospectus
supplement also relates to the offer and sale from time to time by the selling securityholders named in the Prospectus (the “Selling
Securityholders”) of (A) up to 48,083,495 shares of Common Stock, including (i) 15,000,000 shares of Common Stock originally issued
in a private placement at the closing of the Business Combination (as defined below), (ii) 21,504,622 shares of Common Stock issued to
directors, officers and affiliates of Legacy XL (as defined below) pursuant to the Merger Agreement (as defined below) in connection with
the Business Combination, (iii) 5,750,000 shares of Common Stock issued upon conversion of shares held by the Sponsor (as defined below)
and certain affiliates of Pivotal in connection with the Business Combination, (iv) up to 4,233,333 shares of Common Stock that are issuable
upon the exercise of the Private Placement Warrants, and (v) up to 1,595,540 shares issued or issuable upon the exercise of Legacy XL
warrants (the “Legacy XL Warrants”) assumed by us in connection with the Business Combination, and (B) up to 4,233,333 Private
Placement Warrants. We will not receive any proceeds from the sale of shares of Common Stock or Private Placement Warrants by the Selling
Securityholders pursuant to the Prospectus.
We registered the securities for
resale pursuant to the Selling Securityholders’ registration rights under certain agreements between us and the Selling Securityholders.
Our registration of the securities covered by the Prospectus does not mean that the Selling Securityholders will offer or sell any of
the shares of Common Stock or Private Placement Warrants. The Selling Securityholders may offer, sell or distribute all or a portion of
their shares of Common Stock or Private Placement Warrants publicly or through private transactions at prevailing market prices or at
negotiated prices. We will not receive any proceeds from the sale of shares of Common Stock or Private Placement Warrants by the Selling
Securityholders pursuant to this prospectus. We provide more information about how the Selling Securityholders may sell the shares or
Private Placement Warrants in the section entitled “Plan of Distribution.”
This prospectus supplement incorporates
into the Prospectus the information contained in our attached current report on Form 8-K, which was filed with the Securities and Exchange
Commission on March 25, 2022.
You should read this prospectus
supplement in conjunction with the Prospectus, including any supplements and amendments thereto. This prospectus supplement is qualified
by reference to the Prospectus except to the extent that the information in the prospectus supplement supersedes the information contained
in the Prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with,
the Prospectus, including any supplements and amendments thereto.
Our Common Stock is listed on
the New York Stock Exchange (the “NYSE”) under the symbol “XL”. On March 24, 2022, the closing price of our Common
Stock was $2.14.
See the section entitled “Risk Factors”
beginning on page 7 of the Prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor
any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement of the Prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is March
25, 2022.
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): March 21, 2022
XL FLEET CORP.
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-38971 |
|
83-4109918 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
145 Newton Street
Boston, MA |
|
02135 |
(Address of principal executive offices) |
|
(Zip Code) |
(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:
☐ |
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 |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
Common Stock, par value $0.0001 per share |
|
XL |
|
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 21, 2022, Thomas (Tod) Hynes III resigned
as the Company’s President and from its Board of Directors and he and the Company entered into a separation agreement pursuant to
which, provided that Mr. Hynes does not timely revoke the agreement and thereafter complies with its material terms, he will receive (i)
separation pay in the form of a lump sum payment of $479,375 and (ii) nine months of employer paid COBRA premiums. Mr. Hynes has also
agreed to chair the Company’s advisory board. His separation agreement also includes customary provisions including those regarding
cooperation, non-solicitation, and a mutual release.
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.
|
XL FLEET CORP. |
|
|
|
Date: March 25, 2022 |
By: |
/s/ James Berklas |
|
Name: |
James Berklas |
|
Title: |
General Counsel |
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