8-K 1 ea144527-8k_xlfleetcorp.htm CURRENT REPORT

 

 

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): July 15, 2021

   

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 1.01. Entry into a Material Definitive Agreement.

 

On July 15, 2021, XL Fleet Corp. (the “Company”) invested $3 million in convertible notes issued by eNow, Inc. (the “Transaction”). The transaction also provided the Company with the right to acquire eNow at a pre-determined valuation and a right of first refusal with respect to competing proposals to acquire eNow, which rights expire December 31, 2021.

 

The foregoing description of the Transaction does not purport to be complete and is qualified in its entirety by reference to the Transaction agreements, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2021.

 

On July 21, 2021, the Company issued a press release announcing the Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and the description of the Transaction included therein is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)       Exhibits. 

 

Exhibit

Number

 

 

Description

99.1   Press Release of XL Fleet Corp., dated July 21, 2021

  

1

 

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: July 21, 2021 By:

/s/ James Berklas

  Name: James Berklas
  Title: General Counsel

  

 

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