Filed Pursuant to Rule 424(b)(3)
Registration No. 333-252089
PROSPECTUS SUPPLEMENT NO. 2
To Prospectus dated
January 22, 2021
Up to 48,083,495 Shares of Common Stock
Up to 11,900,000 Shares of Common Stock Issuable Upon Exercise of Warrants
Up to 4,233,333 Warrants
This prospectus
supplement no. 2 supplements the prospectus dated January 22, 2021 (the Prospectus) relating to the issuance by us of up to an aggregate of 11,900,000 shares of our common stock, $0.0001 par value per share (Common
Stock), which consists of (i) 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), and (ii) up to 7,666,667 shares of Common Stock that are issuable upon the exercise of 7,666,667 warrants (the Public
Warrants and, together with the Private Placement Warrants, the Warrants) originally issued in the initial public offering of Pivotal. We will receive the proceeds from any exercise of any 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 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 Warrants. The Selling Securityholders may offer,
sell or distribute all or a portion of their shares of Common Stock or 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
Warrants by the Selling Securityholders pursuant to this prospectus. We provide more information about how the Selling Securityholders may sell the shares or 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 4, 2021.
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 4, 2021,
the closing price of our Common Stock was $11.99.
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 4, 2021.