Filed Pursuant
to Rule 424(b)(3)
Registration No. 333-252089
PROSPECTUS SUPPLEMENT NO. 5
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. 5 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 May 11, 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 May 10, 2021, the closing price of our Common Stock was
$5.75.
_______________________
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 May 11, 2021.
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): May 7, 2021
XL
FLEET CORP.
(Exact
name of registrant as specified in its charter)
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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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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☐
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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:
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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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. ☐
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Item
2.02
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Results of Operations and Financial Condition.
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The information set forth under Item 4.02 is incorporated
into this Item 2.02 by reference.
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Item 4.02
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Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
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On May 7, 2021, the audit committee of the Board
of Directors (the “Audit Committee”) of XL Fleet Corp. (the “Company”), in consultation with management of the
Company, in response to the statement released by the U.S. Securities and Exchange Commission (the “SEC”) with respect to
the balance sheet classification of certain contracts that may be settled in an entity’s stock, such as warrants, concluded that
the Company’s previously issued consolidated financial statements as of and for the year ended December 31, 2020 included in the
Company’s Annual Report on Form 10-K filed on March 31, 2021 (the “Impacted Period”) should no longer be relied upon.
Similarly, any previously furnished or filed reports, related earnings releases, investor presentations or similar communications of the
Company describing the Company’s financial results for the Impacted Period should no longer be relied upon.
Background
On April 12, 2021, the SEC issued a statement
(the “Statement”) on the accounting and reporting considerations for warrants issued by special purpose acquisition companies.
The Statement referenced the guidance included in U.S. Generally Accepted Accounting Principles that entities must consider in determining
whether to classify contracts that may be settled in their own stock, such as warrants, as equity or as an asset or liability.
After considering the Statement, the Company re-evaluated
its historical accounting for its warrants and concluded it must amend the accounting treatment of the public warrants and private placement
warrants (collectively, the “Warrants”) issued in connection with the initial public offering of Pivotal Investment Corporation
II (“Pivotal”) and recorded to the Company’s consolidated financial statements as a result of the business combination
between a wholly-owned subsidiary of Pivotal and XL Hybrids, Inc. that occurred on December 21, 2020 (the “Business Combination”).
At that time, the Warrants were presented within equity.
In connection with making the determination to
restate the financial statements covered by the Impacted Period (the “Restatement”), the Company reviewed and discussed the
accounting treatment of its Warrants (as described below) and the Impacted Period with Marcum LLP, its independent registered public accounting
firm. The Company has determined that the Warrants should be accounted for as liabilities measured at fair value, with non-operating non-cash
fair value adjustments recorded in earnings at each reporting period. It is expected that non-operating expenses in its Statement of Operations
will increase by approximately $25 to $45 million for the year ended December 31, 2020. We expect that there will be no impact to our
historically reported cash or cash flows from operating, investing or financing activities. These estimates are preliminary and subject
to change as management completes the restatement. Marcum LLP has not audited or reviewed these estimates. The Company plans to file an
amendment to its form 10-K as noted above to restate for the Impacted Period as soon as practicable.
Cautionary Statements Regarding Forward-Looking
Statements
This Current Report on Form 8-K includes
“forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,”
“expects,” “intends,” “plans,” “estimates,” “assumes,” “may,”
“should,” “will,” “seeks,” “anticipates,” or other similar expressions. Such statements
may include, but are not limited to, statements regarding the Company’s intent to restate certain historical financial statements
and the timing and impact of the Restatement. These statements are based on current expectations on the date of this Form 8-K and
involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation
to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned
not to put undue reliance on forward-looking statements.
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Item 7.01
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Regulation FD Disclosure
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The information set forth under 4.02 is incorporated
into this Item 7.01 by reference.
On May 11, 2021, the Company issued a press release
related to the matters described in Item 4.02. A copy of the press release is included as Exhibit 99.1 and incorporated herein by reference.
The information furnished pursuant to this Item 7.01
shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will
not be incorporated by reference into any filing under the Securities Act, unless specifically identified therein as being incorporated
therein by reference.
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Item 9.01
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Financial Statements and
Exhibits.
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(d) Exhibits
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: May 11, 2021
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By:
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/s/ James Berklas
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Name:
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James Berklas
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Title:
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General Counsel
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Exhibit 99.1
XL Fleet Confirms Changes to Warrant Accounting
Treatment Following SEC Statement
BOSTON, May 11, 2021 – XL Fleet Corp.
(NYSE: XL) (“XL Fleet” or the “Company”), a leading provider of fleet electrification solutions for commercial
vehicles in North America, today announced that, following a statement published by the Staff of the U.S. Securities and Exchange Commission
on April 12, 2021 regarding the accounting and reporting of warrants issued by special purpose acquisition
companies, the consolidated financial statements as of and for the year ended December 31, 2020 included in the
Company’s Annual Report on Form 10-K filed on March 31, 2021 should be restated.
The restatement will be isolated to this change
in accounting treatment, which the Company believes also applies to a significant number of companies, and has no impact on historical
or forward-looking cash flow and operations of the Company. Additionally, the Company believes that the change in the accounting treatment
of the warrants will have no effect on XL Fleet’s current and future business operations, competitive position or business strategy.
The restatement pertains to the accounting treatment
for both public and private placement warrants that were outstanding at the time of the business combination between a wholly-owned subsidiary
of Pivotal Investment Corporation II and XL Hybrids, Inc. that occurred on December 21, 2020.
As a result of the restatement, these warrants
which had previously been accounted for as equity, will be accounted for as liabilities. The Company therefore expects to recognize incremental
non-cash non-operating expense in its Statement of Operations of approximately $25 million to $45 million for the year ended December
31, 2020. The Company expects that there will be no impact to its historically reported cash, or cash flows from operating, investing
or financing activities. These estimates are unaudited, preliminary, and subject to change as management completes the restatement.
About XL Fleet
XL Fleet is a leading provider of fleet electrification
solutions for commercial vehicles in North America, with more than 150 million miles driven by customers such as The Coca-Cola Company,
Verizon, Yale University and the City of Boston. XL Fleet’s hybrid and plug-in hybrid electric drive systems can increase fuel economy
up to 25-50 percent and reduce carbon dioxide emissions up to 20-33 percent, decreasing operating costs and meeting sustainability goals
while enhancing fleet operations. XL Fleet’s plug-in hybrid electric drive system was named one of TIME magazine's best inventions
of 2019. For additional information, please visit www.xlfleet.com.
Forward Looking Statements
Certain statements in this press release may constitute
“forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements generally are accompanied
by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. Such statements may include, but are not limited to, statements
regarding the Company’s intent to restate certain historical financial statements and the timing and impact of the restatement.
These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of
management and are not predictions of actual performance. Forward-looking statements are subject to a number of risks and uncertainties
that could cause actual results to differ materially from the forward-looking statements, including but not limited to further changes
in or developments regarding accounting guidance regarding warrants; adjustments to the estimates and ranges shared in this press release
following review by the Company’s independent auditors; failure to realize the anticipated benefits from the business combination;
the effects of pending and future legislation; the highly competitive nature of the Company’s business and the commercial vehicle
electrification market; litigation, complaints, product liability claims and/or adverse publicity; cost increases or shortages in the
components or chassis necessary to support the Company’s products and services; the introduction of new technologies; the impact
of the COVID-19 pandemic on the Company’s business, results of operations, financial condition, regulatory compliance and customer
experience; the potential loss of certain significant customers; privacy and data protection laws, privacy or data breaches, or the loss
of data; general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the inability
to convert its sales opportunity pipeline into binding orders; risks related to the rollout of the Company’s business and the timing
of expected business milestones; the effects of competition on the Company’s future business; the availability of capital; and the
other risks discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed on March 31,
2021 and other documents that the Company files with the SEC in the future. If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results implied by these forward-looking statements. These forward-looking
statements speak only as of the date hereof and the Company specifically disclaims any obligation to update these forward-looking statements.
Investor Contact:
xlfleetIR@icrinc.com
Media Contact:
PR@xlfleet.com
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