Filed Pursuant to Rule
424(b)(3)
Registration No. 333-252089
PROSPECTUS SUPPLEMENT NO. 8
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. 8 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 17, 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 14, 2021, the closing price of our Common Stock was $6.16.
_______________________
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 17, 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 17, 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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 2.01 regarding the Acquisition are
incorporated by reference into this Item 1.01.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On May 17, 2021, XL Fleet Corp. (the “Company”) entered
into the Membership Interest Purchase Agreement (the “MIPA”) by and between the Company, its subsidiary XL Hybrids, Inc.,
World Energy Efficiency Services, LLC (“WEES”) and the various members therof, pursuant to which the Company acquired 100%
of the outstanding membership interests of WEES (the “Acquisition”) in exchange for total consideration of up to $16,000,000
comprised of $8.0 million in cash, approximately $7.0 million in shares of the Company’s common stock and an earnout opportunity
pursuant to which WEES’ members can earn an additional $1.0 million in cash if WEES meets its budgeted 2021 revenue.
WEES provides turnkey energy efficiency, renewable technology, electric
vehicle charging stations and other energy solutions throughout New England. The Company believes that WEES will help further expansion
of its XL Grid business to provide charging and power solutions to support fleet electrification.
The foregoing description of the MIPA does not purport to be complete
and is qualified in its entirety by reference to the MIPA, which will be filed as an exhibit to the Company’s Quarterly Report on
Form 10-Q for the fiscal period ended June 30, 2021.
Item 8.01. Other Events
On May 17, 2021, the
Company issued a press release announcing the Acquisition. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated
herein by reference.
Item 9.01. Financial Statements and
Exhibits.
(a) Financial Statement of
Business Acquired.
The financial statements required by Item 9.01(a) of Form 8-K will
be filed by an amendment to this Report no later than 71 calendar days after the date this Report on Form 8-K was required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information required by Item 9.01(b) of Form
8-K will be filed by an amendment to this Report no later than 71 calendar days after the date this Report on Form 8-K was required to
be filed.
(d) Exhibits.
Exhibit
Number
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Description
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99.1
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Press Release of XL Fleet Corp., dated May 17, 2021
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The press releases may contain hypertext links
to information on our website. The information on our website is not incorporated by reference into this Current Report on Form 8-K and
does not constitute a part of this Form 8-K.
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 17, 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 Acquires World Energy Efficiency Services
to Accelerate Fleet Electrification Adoption and Expand Charging Infrastructure Offering
Bolt-on acquisition enables customers to deploy
more charging infrastructure at their facilities more rapidly and with a lower total cost of ownership
Expands XL Fleet’s EV charging infrastructure
capabilities and unlocks additional energy management and savings services for customers
Expanded platform enables additional sales opportunities
for existing and potential XL Fleet customers
Profitable business with $18 million of revenue
generated in 2020
BOSTON, May 17, 2021 – XL Fleet Corp.
(NYSE: XL) (“XL Fleet” or the “Company”), a leader in fleet electrification solutions for commercial and municipal
fleets, today announced the acquisition of World Energy Efficiency Services, LLC (“World Energy”) for total cash and stock
consideration of approximately $16 million.
World Energy is a leading provider of energy efficiency,
renewable technology, electric vehicle charging station and other energy solutions to customers across the New England region. By leveraging
its comprehensive solutions in combination with utility incentive programs, project management and financing, World Energy assists companies
throughout all aspects of the electrification process. The company provides full-service EV charger installations, including the assessment
of a location’s electrical infrastructure, site layout of the charging area plan and equipment installation.
“Availability of robust electric vehicle
charging and infrastructure solutions is critical to meeting the long-term fleet electrification goals of the global industry and our
customers,” said Tod Hynes, Founder and President of XL Fleet. “Some of our largest customers have identified that fleet facility
power constraints create a unique and large challenge when trying to charge dozens and even hundreds of vehicles at the same location.
The team at World Energy is filled with experts that can help solve this problem by incorporating energy efficiency measures and solar
power, while integrating EV charging to increase the amount of energy available for fleet vehicle charging.”
“We remain focused on eliminating barriers
to electrification, and are committed to making it easier, cheaper and simpler for companies to electrify their fleets,” continued
Mr. Hynes. “We are incredibly excited to bring World Energy’s experience and expertise in house. This transaction reflects
a highly complementary addition to our XL Grid offering, improving our ability to reduce the total cost of ownership for the charging
infrastructure needed to power fleet vehicles.”
“The highly strategic bolt-on acquisition
is consistent with our growth strategy, our focus on electrification as a service, and was enabled by our new public platform with more
than $400 million of cash,” said Dimitri Kazarinoff, Chief Executive Officer of XL Fleet. “As our customers look to install
and operationalize their electric fleets, they will need seamless electric charging infrastructure. Our customers will greatly benefit
from the supplementary energy efficiency services that we will gain with the acquisition of World Energy and its experienced team. World
Energy amplifies the value of our XL Grid division by embedding critical charging solutions to deliver energy and cost savings to our
expanding base of customers.”
“World Energy’s track record of winning
in the energy efficiency utilities space within the U.S. market positions us to bring incredible value to XL Fleet’s suite of fleet
electrification and charging infrastructure solutions,” said Rick Galipeau, President of World Energy. “We are tremendously
excited about joining the XL Fleet team and bringing our commercial relationships to their world-class platform.”
Transaction & Financial Overview
Total consideration for the World Energy acquisition
is approximately $16 million, comprised of $8.0 million in cash paid on the closing date and the obligation to issue newly issued shares
of XL Fleet common stock valued at $7.0 million. The purchase price is subject to an adjustment for closing date net working capital and
an additional earn out payment of $1.0 million payable based on the achievement of World Energy’s 2021 revenue target.
World Energy generated $18 million of total revenue
and was free cash flow positive for full-year 2020. The transaction was approved by both companies' Boards of Directors and was closed
effective May 17, 2021.
Conference Call Information
The XL Fleet management team will host a conference
call to discuss its first quarter 2021 financial results and the World Energy acquisition on Monday, May 17, 2021 at 5:00 p.m. Eastern
Time. The call can be accessed live over the telephone by dialing 855-327-6837, or for international callers, 631-891-4304 and referencing
XL Fleet. Alternatively, the call can be accessed via a live webcast accessible on the Events & Presentations page in the Investor
Relations section of The Company’s website at www.xlfleet.com. A replay will be available shortly after the call and can be accessed
by dialing 844-512-2921, or for international callers, 412-317-6671. The passcode for the replay is 10014684. The replay will be available
until May 31, 2021. An archive of the webcast will be available for a period of time shortly after the call on the Investor Relations
section of the Company’s website at www.xlfleet.com.
About XL Fleet Corp.
XL Fleet is a leading provider of vehicle electrification
solutions for commercial and municipal fleets 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.
About World Energy Efficiency Services
World Energy Efficiency Services is an industry
leader in the delivery of turnkey energy efficiency, renewable technology, electric vehicle charging station and other cutting-edge energy
solutions. Our organization is focused on improving the overall energy efficiency of our clients, translating directly into significant
bottom-line savings. By making energy-efficiency upgrades and adding sophisticated controls to lighting, heating, ventilation, air conditioning,
refrigeration, and process equipment, clients can expect a material reduction in energy use, a 30-60% decrease in monthly utility costs,
and a smaller carbon footprint. By combining comprehensive energy-efficiency solutions with utility incentive programs, project management
and financing, World Energy Efficiency Services removes the barriers which can deter its customers from becoming more energy efficient,
adopting solar solutions, and/or implementing electric vehicle charging stations.
For more information about World Energy Efficiency
Services, see www.WorldEnergyES.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. 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 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, as amended and supplemented by the
10-K/A filed May 17, 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.
XL Fleet Media Contact:
PR@xlfleet.com
XL Fleet Investor Contact:
xlfleetIR@icrinc.com
World Energy Efficiency Services Contact:
info@worldenergyes.com
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