As filed with the U.S. Securities and Exchange Commission on
November 4, 2022.
Registration No. 333-264346
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROTERRA INC
(Exact name of registrant as specified in its charter)
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Delaware |
3711 |
98-1551379 |
(State or other jurisdiction of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification Number) |
1815 Rollins Road
Burlingame, California 94010
Tel.: (864) 438-0000
(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant’s Principal Executive Offices)
Gareth T. Joyce
Chief Executive Officer
1815 Rollins Road
Burlingame, California 94010
Tel.: (864) 438-0000
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
Copies to:
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Rachel Proffitt
Rupa Briggs
Sarah Sellers
Cooley LLP
3 Embarcadero Center, 20th Floor
San Francisco, California 94111
Tel: (415) 693-2000
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JoAnn C. Covington
Chief Legal Officer
Proterra Inc
1815 Rollins Road
Burlingame, California 94010
Tel.: (864) 438-0000
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Approximate date of commencement of proposed sale to the
public:
As soon as practicable after this registration statement is
declared effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box: ☐
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box.
x
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following box.
☐
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
☐ |
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Non-accelerated filer |
☐ |
Smaller reporting company |
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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 7(a)(2)(B) of the Securities
Act. ☐
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act or
until the registration statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a), may
determine.
EXPLANATORY NOTE
On April 18, 2022, Proterra Inc (the “Registrant”) filed a
registration statement on Form S-1 (Registration No. 333-264346),
which was subsequently declared effective by the Securities and
Exchange Commission (the “SEC”) on April 26, 2022 (the “Form S-1
Registration Statement”).
This Post-Effective Amendment No. 1 to the Form S-1 Registration
Statement on Form S-3 is being filed by the Registrant to convert
the Form S-1 Registration Statement into a registration statement
on Form S-3 (“Post-Effective Amendment No. 1”).
The information included in this filing amends the Form S-1
Registration Statement and the prospectus contained therein. No
additional securities are being registered under this
Post-Effective Amendment No. 1. All applicable registration fees
were paid at the time of the original filing of the Form S-1
Registration Statement.
The information in this preliminary prospectus is not complete and
may be changed. The securities may not be sold until the
registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus is not an
offer to sell these securities and is not soliciting an offer to
buy these securities in any jurisdiction where the offer or sale is
not permitted.
SUBJECT TO COMPLETION, DATED November 4, 2022
PRELIMINARY PROSPECTUS
Proterra Inc
125,389,111 Shares of Common Stock
26,317,092 Shares of Common Stock Underlying Warrants and
Convertible Notes
This prospectus relates to the offer and sale from time to time by
the selling securityholders named in this prospectus (the “Selling
Securityholders”) of up to 125,389,111 shares of common stock, par
value $0.0001 per share (“common stock”), consisting of (i) up to
16,334,868 shares of common stock issued in a private placement of
41,500,000 shares of common stock (the “PIPE shares”) pursuant to
subscription agreements entered into on January 11, 2021 (the “PIPE
Financing”); (ii) up to 1,904,692 shares of common stock (the
“Sponsor Shares”) held by ArcLight CTC Holdings, L.P. (the
“Sponsor”); and (iii) up to 107,149,551 shares of common stock
issued or issuable to certain former stockholders and other
security holders of Legacy Proterra (the “Legacy Proterra Holders”)
in connection with or as a result of the consummation of the
Business Combination, consisting of (a) up to 56,766,043 shares of
common stock (the “Legacy Proterra Holder Shares”); (b) up to
26,316,200 shares of common stock (the “Note Shares”) issuable upon
the conversion of outstanding convertible promissory notes (the
“Convertible Notes”); (c) up to 892 shares of common stock issuable
upon the exercise of certain warrants (the “Legacy Proterra
warrants”); (d) 11,171,287 shares of common stock issued or
issuable upon the exercise of certain equity awards; and (e) up to
12,895,129 shares of common stock (“Earnout Shares”), comprising
both Earnout Shares that were issued to certain Legacy Proterra
Holders in July 2021 and Earnout Shares that certain Legacy
Proterra Holders have the contingent right to receive upon the
achievement of certain stock price-based vesting
conditions.
In addition, this prospectus relates to the offer and sale of (i)
up to 892 shares of common stock issuable by us upon exercise of
the Legacy Proterra warrants that were previously registered, and
(ii) up to 26,316,200 Note Shares issuable by us upon conversion of
the Convertible Notes, certain of which were previously registered.
The number of shares issuable upon conversion of Convertible Notes
is calculated assuming that the Convertible Notes convert pursuant
to their mandatory conversion terms on December 31, 2022. The
actual number of shares issued upon conversion will depend on the
actual date of conversion.
On June 14, 2021, we consummated the transactions contemplated by
that certain Agreement and Plan of Merger, dated as of January 11,
2021 (the “Merger Agreement”), by and among ArcLight Clean
Transition Corp. (“ArcLight” and, after the Domestication as
described below, “Proterra”), a Cayman Islands exempted company,
Phoenix Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of ArcLight (“Merger Sub”), and Proterra Inc, a Delaware
corporation (“Proterra”). As contemplated by the Merger Agreement,
on June 11, 2021, ArcLight filed a notice of deregistration with
the Cayman Islands Registrar of Companies, together with the
necessary accompanying documents, and filed a certificate of
incorporation and a certificate of corporate domestication with the
Secretary of State of the State of Delaware, under which ArcLight
was domesticated and continues as a Delaware corporation (the
“Domestication”). Further, on June 14, 2021, as contemplated by the
Merger Agreement, New Proterra consummated the merger contemplated
by the Merger Agreement, whereby Merger Sub merged with and into
Proterra, the separate corporate existence of Merger Sub ceasing
and Proterra being the surviving corporation and a wholly owned
subsidiary of New Proterra (the “Merger” and, together with the
Domestication, the “Business Combination”).
The Selling Securityholders may offer, sell or distribute all or a
portion of the securities hereby registered publicly or through
private transactions at prevailing market prices or at negotiated
prices. We will not receive any of the proceeds from such sales of
the shares of our common stock. We will bear all costs, expenses
and fees in connection with the registration of these securities,
including with regard to compliance with state securities or “blue
sky” laws. The Selling Securityholders will bear all commissions
and discounts, if any, attributable to their sale of shares of our
common stock. See the section titled “Plan of Distribution”
beginning on page
22
of this prospectus.
Our common stock is listed on the Nasdaq Global Select Market
(“Nasdaq”) under the symbol “PTRA.” On November 3, 2022, the last
reported sales price of our common stock was $5.63 per
share.
Investing in our common stock involves risks. See the section
titled “Risk
Factors”
beginning on page
11
of this prospectus to read about factors you should consider before
buying our common stock.
The registration statement to which this prospectus relates
registers the resale of a substantial number of shares of our
common stock by the Selling Securityholders. Sales in the public
market of a large number of shares, or the perception in the market
that the holders of a large number of shares intend to sell shares,
could reduce the market price of our common stock.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus
is ,
2022
TABLE OF CONTENTS
You should rely only on the information contained in this
prospectus, information incorporated by reference into this
prospectus or any applicable prospectus supplement filed with the
SEC. Neither we nor the Selling Securityholders have authorized
anyone to provide you with additional information or information
different from that contained in this prospectus filed with the
SEC. We take no responsibility for, and can provide no assurance as
to the reliability of, any other information that others may give
you. The Selling Securityholders are offering to sell, and seeking
offers to buy, our securities only in jurisdictions where offers
and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or any sale
of our securities. Our business, financial condition, results of
operations and prospects may have changed since that
date.
For investors outside of the United States: Neither we nor the
Selling Securityholders, have done anything that would permit this
offering or possession or distribution of this prospectus in any
jurisdiction where action for that purpose is required, other than
in the United States. Persons outside the United States who come
into possession of this prospectus must inform themselves about,
and observe any restrictions relating to, the offering of our
securities and the distribution of this prospectus outside the
United States.
To the extent there is a conflict between the information contained
in this prospectus, on the one hand, and the information contained
in any document incorporated by reference filed with the SEC before
the date of this prospectus, on the other hand, you should rely on
the information in this prospectus. If any statement in a document
incorporated by reference is inconsistent with a statement in
another document incorporated by reference having a later date, the
statement in the document having the later date modifies or
supersedes the earlier statement.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3
that we filed with the Securities and Exchange Commission (the
“SEC”) using the “shelf” registration process. Under this shelf
registration process, the Selling Securityholders may, from time to
time, sell or otherwise distribute the securities offered by them
as described in the section titled “Plan of Distribution” in this
prospectus. We will not receive any proceeds from the sale by such
Selling Securityholders of the securities offered by them described
in this prospectus. This prospectus also relates to the issuance by
us of the shares of common stock issuable upon the exercise of
certain outstanding warrants and convertible notes. We will receive
proceeds from any exercise of the warrants for cash.
Neither we nor the Selling Securityholders have authorized anyone
to provide you with any information or to make any representations
other than those contained in or incorporated by reference into
this prospectus or any applicable prospectus supplement or any free
writing prospectuses prepared by or on behalf of us or to which we
have referred you. Neither we nor the Selling Securityholders take
responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you.
Neither we nor the Selling Securityholders will make an offer to
sell these securities in any jurisdiction where the offer or sale
is not permitted.
We may also provide a prospectus supplement or post-effective
amendment to the registration statement to add information to, or
update or change information contained in or incorporated by
reference into, this prospectus. You should read both this
prospectus, any applicable prospectus supplement or post-effective
amendment to the registration statement and any related free
writing prospectus together with the additional information to
which we refer you in the sections titled
“Where You Can Find More Information”
and
“Incorporation of Certain Information by Reference.”
This prospectus contains or incorporates by reference summaries of
certain provisions contained in some of the documents described
herein, but reference is made to the actual documents for complete
information. All of the summaries are qualified in their entirety
by the actual documents. Copies of some of the documents referred
to herein have been filed, will be filed or will be incorporated by
reference as exhibits to the registration statement of which this
prospectus is a part, and you may obtain copies of those documents
as described below under
“Where You Can Find More Information”
and
“Incorporation of Certain Information by Reference.”
Unless the context otherwise requires, references in this
prospectus to the “Company,” “Proterra,” “we,” “us” or “our” refers
to Legacy Proterra prior to the consummation of the Business
Combination (the “Closing,” and such date of the consummation of
the Business Combination, the “Closing Date”) and to Proterra and
its consolidated subsidiaries following the Business
Combination.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus, any prospectus supplement
and the documents incorporated by reference herein and therein may
constitute “forward-looking statements” for purposes of the federal
securities laws. Our forward-looking statements include, but are
not limited to, statements regarding our or our management team’s
expectations, hopes, beliefs, intentions or strategies regarding
the future. Although we believe that our plans, intentions and
expectations reflected in or suggested by these forward-looking
statements are reasonable, we cannot assure you that we will
achieve or realize these plans, intentions or expectations. In
addition, any statements that refer to projections, forecasts or
other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking
statements. These statements may be preceded by, followed by or
include the words “believes”, “estimates”, “expects”, “projects”,
“forecasts”, “may”, “will”, “should”, “seeks”, “plans”,
“scheduled”, “anticipates” or “intends” or similar expressions.
Forward-looking statements contained in this Quarterly Report may
include, for example, statements about. Forward-looking statements
in this prospectus and the documents incorporated by reference into
this prospectus may include, for example, statements
about:
•our
financial and business performance, including business
metrics;
•the
ability to maintain the listing of our common stock on the Nasdaq
Global Select Market (“Nasdaq”), and the potential liquidity and
trading of our common stock;
•changes
in our strategy, future operations, financial position, estimated
revenues and losses, projected costs, prospects and
plans;
•substantial
regulations, which are evolving, and unfavorable changes or failure
by us to comply with these regulations;
•expectations
regarding corporate, state, federal and international
mandates/commitments;
•our
success in retaining or recruiting, or changes required in, our
officers, key employees or directors, and our ability to attract
and retain key personnel;
•the
anticipated success of our most recent business expansion with
Proterra Powered and Proterra Energy, and our ability to attract
the customers and business partners we expect;
•forecasts
regarding long-term end-customer adoption rates and demand for our
products in markets that are new and rapidly evolving and our
ability to meet demand for our products;
•our
ability to compete successfully against current and future
competitors in light of intense and increasing competition in the
transit bus and commercial vehicle electrification
market;
•the
availability of government economic incentives and government
funding for public transit upon which our transit business is
significantly dependent;
•willingness
of corporate and other public transportation providers to adopt and
fund the purchase of electric vehicles for mass
transit;
•availability
of a limited number of suppliers for our products and services and
their desire and/or ability to satisfy our supply
demands;
•material
losses and costs from product warranty claims, recalls, or
remediation of electric transit buses or our battery systems for
real or perceived deficiencies or from customer satisfaction
campaigns;
•increases
in costs, disruption of supply, or shortage of materials,
particularly lithium-ion cells;
•our
dependence on a small number of customers that fluctuate from year
to year, and failure to add new customers or expand sales to our
existing customers;
•our
dependence on our business suppliers, particularly as we build out
new facilities;
•rapid
evolution of our industry and technology, and related unforeseen
changes, including developments in alternative technologies and
powertrains or improvements in the internal combustion engine that
could adversely affect the demand for our electric transit
buses;
•development,
maintenance and growth of strategic relationships in the Proterra
Powered or Proterra Energy business, identification of new
strategic relationship opportunities, or formation strategic
relationships;
•competition
for the business of both small and large transit agencies, which
place different demands on our business, including the need to
build an organization that can serve both types of transit
customers;
•accident
or safety incidents involving our buses, battery systems, electric
drivetrains, high-voltage systems or charging
solutions;
•product
liability claims, which could harm our financial condition and
liquidity if we are not able to successfully defend or insure
against such claims;
•changes
to U.S. trade policies, including new tariffs or the renegotiation
or termination of existing trade agreements or
treaties;
•various
environmental and safety laws and regulations that could impose
substantial costs upon us and negatively impact our ability to
operate our manufacturing facilities; outages and disruptions of
our services if we fail to maintain adequate security and
supporting infrastructure as we scale our information technology
systems;
•availability
of additional capital to support business growth;
•failure
to protect our intellectual property;
•intellectual
property rights claims by third parties, which could be costly to
defend, related significant damages and resulting limits on our
ability to use certain technologies;
•developments
and projections relating to our competitors and
industry;
•our
anticipated growth rates and market opportunities;
•the
period over which we anticipate our existing cash and cash
equivalents will be sufficient to fund our operating expenses and
capital expenditure requirements;
•the
potential for our business development efforts to maximize the
potential value of our portfolio;
•our
estimates regarding expenses, future revenue, capital requirements
and needs for additional financing;
•the
inability to develop and maintain effective internal
controls;
•the
diversion of management’s attention and consumption of resources as
a result of potential acquisitions of other companies;
•failure
to maintain adequate operational and financial resources or raise
additional capital or generate sufficient cash flows;
•cyber-attacks
and security vulnerabilities;
•the
effect of the COVID-19 pandemic, macroeconomic conditions, such as
rising inflation rates, uncertain credit and global financial
markets and supply chain disruptions, and geopolitical events, such
as the conflict between Russia and Ukraine and related sanctions,
on the foregoing; and
•other
factors detailed under the section titled “Risk
Factors.”
The forward-looking statements contained in this prospectus, any
prospectus supplement and the documents incorporated by reference
herein and therein are based on our current expectations and
beliefs concerning future developments and their potential effects
on us. There can be no assurance that future developments affecting
us will be those that we have anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which
are beyond our control) or other assumptions that may cause actual
results or performance to be materially different from those
expressed or implied by these forward-looking statements. These
risks and uncertainties include, but are not limited to, those
factors described under the heading “Risk Factors.” Should one or
more of these risks or uncertainties materialize, or should any of
the assumptions prove incorrect, actual results may vary in
material respects from those projected in these forward-looking
statements. Some of these risks and uncertainties may in the future
be amplified by the COVID-19 pandemic and there may
be additional risks that we consider immaterial or which are
unknown. It is not possible to predict or identify all such risks.
We will not and do not undertake any obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required
under applicable securities laws.
You should read this prospectus, the documents incorporated by
reference into this prospectus and the documents that we reference
in this prospectus or the documents incorporated by reference and
have filed with the SEC as exhibits to the registration statement
of which this prospectus is a part with the understanding that our
actual future results, levels of activity, performance and events
and circumstances may be materially different from what we
expect.
SELECTED DEFINITIONS
Unless otherwise stated in this prospectus or the context otherwise
requires, references to:
•“ArcLight,”
means ArcLight Clean Transition Corp., a Cayman Islands exempted
company, prior to the consummation of the
Domestication;
•“Board”
means our board of directors;
•“Business
Combination” means the Domestication, the Merger and other
transactions contemplated by the Merger Agreement, collectively,
including the PIPE Financing;
•“Closing”
means the closing of the Business Combination;
•“Closing
Date” means June 14, 2021;
•“common
stock” means the common stock, par value $0.0001 per share, of
Proterra;
•“Computershare”
means Computershare Inc.;
•“Convertible
Notes” means the secured convertible promissory notes of Legacy
Proterra that became convertible into shares of common stock in
connection with the Merger;
•“Domestication”
means the transfer by way of continuation and deregistration of
ArcLight from the Cayman Islands and the continuation and
domestication of ArcLight as a corporation incorporated in the
State of Delaware;
•“Earnout
Shares” means the Initial Earnout Shares and the Remaining Earnout
Shares;
•“Equity
Incentive Plan” means the Proterra Inc 2021 Equity Incentive Plan
and “Equity Incentive Plans” means the Proterra Inc 2021 Equity
Incentive Plan and the Proterra Inc 2010 Equity Incentive
Plan;
•“initial
public offering” means ArcLight’s initial public offering that was
consummated on September 25, 2020;
•“Initial
Earnout Shares” means the 4,800,563 shares of common stock that
were issued to certain Legacy Proterra Holders in July 2021
pursuant to the Merger Agreement.
•“Legacy
Proterra” means Proterra Inc, a Delaware corporation, prior to the
consummation of the Business Combination;
•“Legacy
Proterra Holders” means holders of (i) common stock of Legacy
Proterra, (ii) preferred stock of Legacy Proterra, (iii)
Convertible Notes, (iv) Legacy Proterra warrants and (iv) any other
securities of Legacy Proterra that provided the holder thereof the
right to acquire shares of common stock of Proterra in connection
with the Business Combination, including equity awards of Legacy
Proterra, in each case, held immediately prior to
Closing;
•“Legacy
Proterra Holder Shares” means an aggregate of 56,766,043 shares of
common stock that were issued to certain Legacy Proterra Holders at
the Closing of the Merger as well as shares of common stock issued
to certain Legacy Proterra Holders following the Closing of the
Merger upon the exercise of Legacy Proterra warrants;
•“Legacy
Proterra warrants” means the warrants to purchase common stock and
convertible preferred stock of Legacy Proterra that, as of the
Closing of the Merger, were converted into 3,504,523 warrants to
purchase 3,504,523 shares of common stock in connection with the
Merger;
•“Merger”
means the merger of Phoenix Merger Sub with and into Legacy
Proterra pursuant to the Merger Agreement, with Legacy Proterra as
the surviving company in the Merger and, after giving effect to
such Merger, Legacy Proterra becoming a wholly-owned subsidiary of
Proterra;
•“Merger
Agreement” means that certain Merger Agreement, dated as of January
11, 2021 (as may be amended, supplemented or otherwise modified
from time to time), by and among ArcLight, Phoenix Merger Sub and
Legacy Proterra;
•“Nasdaq”
means the Nasdaq Global Select Market;
•“Note
Shares” means up to 26,316,200 shares of common stock issuable upon
the conversion of outstanding Convertible Notes;
•“ordinary
shares” refer to the Class A ordinary shares and the Class B
ordinary shares;
•“Phoenix
Merger Sub” refers to Phoenix Merger Sub, Inc., a Delaware
corporation and a wholly-owned direct subsidiary of
ArcLight;
•“PIPE
Financing” means the transactions contemplated by the Subscription
Agreements, pursuant to which the PIPE Investors collectively
subscribed for the PIPE shares for an aggregate purchase price of
$415,000,000 in connection with the Closing;
•“PIPE
Investors” means the investors who participated in the PIPE
Financing and entered into the Subscription
Agreements;
•“PIPE
Shares” an aggregate of 41,500,000 shares of common stock issued in
the PIPE Financing;
•“private
placement warrants” means the 7,550,000 private placement warrants
outstanding as of September 30, 2021 that were issued to the
Sponsor as part of ArcLight’s initial public offering, which were
substantially identical to the public warrants, subject to certain
limited exceptions; the Sponsor exercised the private placement
warrants on a “cashless” basis in connection with our redemption of
our remaining outstanding public warrants on October 26,
2021;
•“public
warrants” means the 13,874,994 redeemable warrants to purchase
common stock outstanding as of September 30, 2021 that were issued
by ArcLight in its initial public offering on October 29 2021, we
redeemed the remaining outstanding public warrants that had not
previously been exercised at a redemption price of $0.10 per public
warrant;
•“Remaining
Earnout Shares” means the up to 8,094,566 shares of common stock
that certain Legacy Proterra Holders have the contingent right to
receive upon the achievement of certain stock price-based vesting
conditions pursuant to the Merger Agreement;
•“SEC”
means the Securities and Exchange Commission;
•“Securities
Act” means the Securities Act of 1933, as amended;
•“Sponsor”
means ArcLight CTC Holdings, L.P., a Delaware limited
partnership;
•“Sponsor
Shares” means an aggregate of 1,904,692 shares of common stock held
by the Sponsor as of the date of this prospectus;
•“Subscription
Agreements” means the subscription agreements, entered into by
ArcLight and each of the PIPE Investors in connection with the PIPE
Financing;
•“transfer
agent” means Computershare, our transfer agent;
•“trust
account” means the trust account established at the consummation of
ArcLight’s initial public offering that held the proceeds of the
initial public offering; and
•“units”
means the former units of ArcLight (each unit represented one Class
A ordinary share and one-half of one public warrant, and such whole
public warrant represented the right to acquire one Class A
ordinary share) that were offered and sold by ArcLight in its
initial public offering.
PROSPECTUS SUMMARY
The following summary highlights information contained in greater
details elsewhere in this prospectus or incorporated by reference
into this prospectus. This summary is not complete and does not
contain all of the information you should consider in making your
investment decision. You should read the entire prospectus and the
documents we have incorporated by reference in this prospectus
carefully before making an investment in our common stock. You
should carefully consider, among other things, our financial
statements and related notes and the information set forth in the
section titled “Risk Factors” and other information incorporated by
reference into this prospectus from our filings with the SEC. See
also the section titled “Where You Can Find More Information” and
“Incorporation of Certain Information by Reference.”
Overview
We are a leading developer and producer of commercial electric
vehicle technology with an integrated business model focused on
providing end-to-end solutions that enable commercial vehicle
electrification.
Driven by factors including emissions targets and regulations, and
lower operating costs, commercial and industrial fleets are
expected to adopt electric vehicles at increasingly higher rates
over the next two decades. More than 200,000 new electric buses,
medium-duty trucks, and heavy-duty trucks are expected to be sold
by 2030 and approximately 650,000 by 2040 in our core markets of
North America and Europe. Assuming average battery capacity per
vehicle of 225 kWh for medium-duty trucks, 300 kWh for buses and
750 kWh for heavy-duty trucks, we estimate this could translate
into demand for heavy-duty commercial and industrial-scale
batteries of approximately 90 GWh in 2030 and approximately 300 GWh
in 2040. Our business strategy is to capitalize on this
opportunity.
Our business is organized into two business units comprised of
three business lines, with each business line addressing a critical
component of the commercial vehicle electrification.
•Proterra
Powered & Energy
is our business unit that provides our technology solutions to
commercial vehicle manufacturers and owners of commercial fleets,
and is comprised of two business lines.
▪Proterra
Powered
designs, develops, manufactures, sells, and integrates proprietary
battery systems and electrification solutions into vehicles for
global commercial vehicle original equipment manufacturer (“OEM”)
customers serving the Class 3 to Class 8 vehicle segments,
including delivery trucks, school buses, and coach buses, as well
as construction and mining equipment, and other
applications.
▪Proterra
Energy
provides turnkey fleet-scale, high-power charging solutions and
software services, ranging from fleet and energy management
software-as-a-service, to fleet planning, hardware, infrastructure,
installation, utility engagement, and charging optimization. These
solutions are designed to optimize energy use and costs, and to
provide vehicle-to-grid functionality.
•Proterra
Transit
is our business unit that designs, develops, manufactures, and
sells electric transit buses as an OEM for North American public
transit agencies, airports, universities, and other commercial
transit fleets. Proterra Transit vehicles showcase and validate our
electric vehicle technology platform through rigorous daily use by
a large group of sophisticated customers focused on meeting the
wide-ranging needs of the communities they serve.
The first application of Proterra Powered commercial vehicle
electrification technology was through Proterra Transit’s
heavy-duty electric transit bus, which we designed from the ground
up for the North American market. Our industry experience, the
performance of our transit buses, and compelling total cost of
ownership has helped make us a leader in the U.S. electric transit
bus market. With over 950 electric transit buses on the road, our
electric transit buses have delivered more than 30 million
cumulative service miles spanning a wide spectrum of climates,
conditions, altitudes and terrains. From this experience, we have
been able to continue to iterate and improve our
technology.
Our decade of experience supplying battery electric heavy duty
transit buses provided us the opportunity to validate our products’
performance, fuel efficiency and maintenance costs with a demanding
customer base and helped broaden our appeal as a supplier to OEMs
in other commercial vehicle segments and geographies. Proterra
Powered has partnered with more than a dozen OEMs spanning Class 3
to Class 8 trucks, several types of buses, and multiple off-highway
categories.
In addition, Proterra Energy has established us as a leading
commercial vehicle charging solution provider by helping fleet
operators fulfill the high-power charging needs of commercial
electric vehicles and optimize their energy usage, while meeting
our customers’ space constraints and continuous service
requirements.
Corporate Information
We were incorporated on July 28, 2020 as a special purpose
acquisition company and a Cayman Islands exempted company under the
name ArcLight Clean Transition Corp. On September 25, 2020,
ArcLight completed its initial public offering. On June 14, 2021,
we consummated the transactions contemplated by Merger Agreement,
by and among ArcLight (and, after the Domestication, Proterra),
Phoenix Merger Sub, and Legacy Proterra. As contemplated by the
Merger Agreement, on June 11, 2021, ArcLight filed a notice of
deregistration with the Cayman Islands Registrar of Companies,
together with the necessary accompanying documents, and filed a
certificate of incorporation and a certificate of corporate
domestication with the Secretary of State of the State of Delaware,
under which ArcLight was domesticated and continues as a Delaware
corporation. Further, on June 14, 2021, as contemplated by the
Merger Agreement, Proterra consummated the Merger, whereby Phoenix
Merger Sub merged with and into Legacy Proterra, the separate
corporate existence of Phoenix Merger Sub ceasing and Legacy
Proterra being the surviving corporation and a wholly owned
subsidiary of Proterra. Legacy Proterra was incorporated in
Delaware on February 2, 2010, and upon the Merger on June 14, 2021
changed its name to “Proterra Operating Company, Inc.” and
continues as a Delaware Corporation.
Our address is 1815 Rollins Road, Burlingame, California 94010. Our
telephone number is (864) 438-0000. Our website address is
www.proterra.com. Information contained on our website or connected
thereto does not constitute part of, and is not incorporated by
reference into, this prospectus or the registration statement of
which it forms a part.
The Offering
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Issuer
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Proterra Inc |
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Issuance of common stock |
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Shares of common stock offered by us |
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Up to 26,317,092 shares of common stock issuable upon exercise of
Legacy Proterra warrants or conversion of the Convertible Notes,
consisting of:
•up
to 892 shares of common stock that are issuable upon the exercise
of the Legacy Proterra warrants; and
•up
to 26,316,200 Note Shares that are issuable upon conversion of the
Convertible Notes.
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Shares of common stock outstanding as of October 31,
2022 |
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225,548,756 shares of common stock |
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Exercise price of Legacy Proterra warrants |
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The exercise price of outstanding Legacy Proterra warrants is $4.98
per share, subject to adjustments. |
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Resale of common stock
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Shares of common stock offered by the Selling
Securityholders |
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Up to 125,389,111 shares of common stock, consisting
of:
•up
to 16,334,868 PIPE Shares;
•up
to 1,904,692 Sponsor Shares
•up
to 56,766,043 Legacy Proterra Holder Shares;
•up
to 26,316,200 Note Shares issuable upon conversion of the
Convertible Notes;
•up
to 892 shares of common stock issuable upon the exercise of the
Legacy Proterra warrants;
•up
to 11,171,287 shares of common stock issued or issuable upon the
exercise of certain equity awards; and
•up
to 12,895,129 Earnout Shares
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Terms of the offering |
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The Selling Securityholders will determine when and how they will
dispose of the shares of common stock and warrants registered under
this prospectus for resale. |
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Use of proceeds
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We will not receive any proceeds from the sale of shares of common
stock or warrants by the Selling Securityholders. |
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Nasdaq symbol
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Our common stock is listed on the Nasdaq Global Select Market under
the symbol PTRA. |
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Risk factors
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See the section titled “Risk Factors” and other information
included in this prospectus for a discussion of factors you should
consider before investing in our common stock.
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RISK FACTORS
Investing in our securities involves risks. You should consider
carefully the risks and uncertainties discussed above under
“Cautionary Note Regarding Forward-Looking Statements,” you should
carefully consider our financial statements and related notes, the
risk factors incorporated by reference to our most recent Annual
Report on Form 10-K, any subsequent Quarterly Reports on
Form 10-Q or Current Reports on Form 8-K, and all other
information contained or incorporated by reference into this
prospectus, as updated by our subsequent filings under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the risk factors and other information contained in any
applicable prospectus supplement before acquiring any of such
securities. Our business, results of operations, financial
condition, and prospects could also be harmed by risks and
uncertainties that are not presently known to us or that we
currently believe are not material. If any of these risks actually
occur, our business, results of operations, financial condition,
and prospects could be materially and adversely affected. Unless
otherwise indicated, references in these risk factors to our
business being harmed will include harm to our business,
reputation, brand, financial condition, results of operations, and
prospects. In such event, the market price of our securities could
decline, and you could lose all or part of your
investment.
USE OF PROCEEDS
All of the securities offered by the Selling Securityholders
pursuant to this prospectus will be sold by the Selling
Securityholders for their respective accounts. We will not receive
any of the proceeds from these sales.
The Selling Securityholders will pay any underwriting discounts and
commissions and expenses incurred by the Selling Securityholders
for brokerage, accounting, tax or legal services or any other
expenses incurred by the Selling Securityholders in disposing of
the securities. We will bear the costs, fees and expenses incurred
in effecting the registration of the securities covered by this
prospectus, including all registration and filing fees, Nasdaq
listing fees and fees and expenses of our counsel and our
independent registered public accounting firm.
The Company will use the approximately $4,442 in proceeds from the
exercise of Legacy Proterra warrants for general corporate
purposes.
SELLING SECURITYHOLDERS
The selling securityholders may offer and sell, from time to time,
any or all of the shares of common stock being offered for resale
by this prospectus, which consists of:
•up
to 16,334,868 PIPE Shares;
•up
to 1,904,692 Sponsor Shares;
•up
to 56,766,043 Legacy Proterra Holder Shares, comprising shares of
common stock issued at the Closing of the Merger as well as shares
of common stock issued following the Closing of the Merger upon the
exercise of Legacy Proterra warrants;
•up
to 26,316,200 Note Shares issuable upon the exercise of Convertible
Notes;
•up
to 892 shares of common stock issuable upon the exercise of Legacy
Proterra warrants;
•up
to 11,171,287 shares of common stock issued or issuable upon the
exercise of equity awards; and
•up
to 12,895,129 Earnout Shares, comprising both Initial Earnout
Shares and Remaining Earnout Shares.
The term “selling securityholders” includes the securityholders
listed in the tables below and their permitted
transferees.
The number of shares issuable upon conversion of Convertible Notes
is calculated assuming that the Convertible Notes convert pursuant
to their mandatory conversion terms on December 31, 2022. The
actual number of shares issued upon conversion will depend on the
actual date of conversion.
The following tables provide, as of the date of April 26, 2022,
information regarding the beneficial ownership of our common stock
and warrants of each selling securityholder, the number of shares
of common stock and number of warrants that may be sold by each
selling securityholder under this prospectus and that each selling
securityholder will beneficially own after this
offering.
Because each selling securityholder may dispose of all, none or
some portion of their securities, no estimate can be given as to
the number of securities that will be beneficially owned by a
selling securityholder upon termination of this offering. For
purposes of the tables below, however, we have assumed that after
termination of this offering none of the securities covered by this
prospectus will be beneficially owned by the selling
securityholders and further assumed that the selling stockholders
will not acquire beneficial ownership of any additional securities
during the offering. In addition, the selling securityholders may
have sold, transferred or otherwise disposed of, or may sell,
transfer or otherwise dispose of, at any time and from time to
time, our securities in transactions exempt from the registration
requirements of the Securities Act after the date on which the
information in the tables is presented.
We may amend or supplement this prospectus from time to time in the
future to update or change this selling securityholders list and
the securities that may be resold.
Please see the section titled “Plan
of Distribution”
for further information regarding the stockholders’ method of
distributing these shares.
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Shares of Common Stock |
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Number Beneficially Owned Prior to Offering
(1)
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Number Registered for Sale Hereby |
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Number Beneficially Owned After Offering |
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Percent Owned After Offering
(2)
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ArcLight CTC Holdings, L.P
(3)
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1,904,692 |
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1,904,692 |
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— |
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— |
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Astor Warwick Holdings, L.P.
(4)
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100,000 |
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100,000 |
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— |
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— |
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Broadscale PT Investors LP
(5)
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4,679,852 |
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1,000,000 |
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3,679,852 |
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* |
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Brook F. Porter
(6)
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3,963,623 |
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2,784,573 |
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1,179,050 |
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* |
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Constance E. Skidmore |
221,404 |
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209,444 |
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11,960 |
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* |
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Constellation NewEnergy, Inc.
(7)
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4,016,193 |
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4,016,193 |
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— |
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— |
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Daimler Trucks & Buses US Holding LLC
(8)
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10,406,047 |
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10,406,047 |
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— |
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— |
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Entities affiliated with Cowen Sustainable Advisors
(9)
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39,200,322 |
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32,823,376 |
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— |
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— |
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Entities associated with Chamath Palihapitiya
(10)
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4,000,000 |
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4,000,000 |
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— |
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— |
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Entities within the D. E. Shaw group
(11)
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1,000,000 |
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1,000,000 |
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— |
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— |
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Entities affiliated with Franklin Templeton
(12)
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27,051,912 |
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19,683,859 |
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7,368,053 |
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* |
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Entities affiliated with HIW Private Equity Investment Management
Limited
(13)
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2,662,408 |
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630,232 |
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2,032,176 |
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* |
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Entities affiliated with Tao Capital Partners LLC
(14)
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13,512,703 |
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13,512,703 |
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— |
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— |
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G2VP I, LLC for itself and as nominee for G2VP Founders Fund I,
LLC
(15)
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2,551,719 |
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2,551,719 |
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— |
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— |
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Gareth T. Joyce |
306,237 |
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306,237 |
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— |
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— |
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Generation IM Climate Solutions Fund II, L.P. and affiliated
(16)
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6,377,507 |
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6,377,507 |
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— |
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— |
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Glazer Capital LLC
(17)
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300,000 |
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300,000 |
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— |
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— |
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J. Goldman Master Fund, L.P.
(18)
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300,000 |
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300,000 |
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— |
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— |
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Jeannine P. Sargent |
239,815 |
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227,847 |
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11,968 |
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* |
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Joan Robinson-Berry |
15,769 |
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10,850 |
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4,919 |
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* |
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JoAnn C. Covington |
748,460 |
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748,450 |
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10 |
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* |
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John J. Allen |
3,178,232 |
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3,175,076 |
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3,156 |
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* |
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KPCB Holdings, Inc., as nominee
(19)
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18,014,239 |
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18,014,239 |
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— |
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— |
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Michael D. Smith |
242,259 |
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224,042 |
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9,405 |
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* |
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Schneider Electric Foundries LLC
(20)
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400,000 |
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400,000 |
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— |
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— |
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Skandia Fonder AB
(21)
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207,025 |
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207,025 |
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— |
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— |
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Topia Ventures, LLC
(22)
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475,000 |
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475,000 |
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— |
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— |
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*Less
than 1%
__________________
(1)This
table includes PIPE Shares, Sponsor Shares, Legacy Proterra Holder
Shares, Earnout Shares (includes both shares beneficially owned as
determined in accordance with Rule 13d-3 of the Exchange
Act and shares which the holder has a contingent right to receive),
Note Shares (includes both shares beneficially owned as determined
in accordance with Rule 13d-3 of the Exchange Act and
shares which the holder has a contingent right to receive), shares
of common stock issuable upon exercise of certain equity awards
(including both shares beneficially owned as determined in
accordance with Rule 13d-3 of the Exchange Act and additional
shares underlying options to purchase common stock which may be
exercisable within one year following the Closing), and shares of
common stock issuable upon exercise of the Legacy Proterra Warrants
(collectively, the “Resale Securities”). We do not know when or in
what amounts the selling securityholders will offer the Resale
Securities for sale, if at all.
(2)The
percentage of shares to be beneficially owned after completion of
the offering is calculated on the basis of 257,114,976 shares of
common stock outstanding, assuming the issuance of all Remaining
Earnout Shares, the conversion of the Convertible Notes into
26,316,200 shares, the exercise of all currently outstanding Legacy
Proterra warrants, and the sale of all Resale Securities by the
selling securityholders.
(3)For
the purposes of the first table, consists of 1,904,692 Sponsor
Shares held directly by the Sponsor. The business address of
Sponsor is 200 Clarendon Street, 55th Floor, Boston, MA,
02116.
(4)Shares
hereby offered consist of 100,000 PIPE Shares held by Astor Warwick
Holdings, L.P. Donna D. Scali, CPA, is the managing member of MRP
Management LLC, General Partner Of Astor Warwick Holdings, L.P. The
address of Astor Warwick Holdings, L.P. is 190 Liberty Road, Suite
One, Crystal Lake, Il 60014.
(5)Shares
offered hereby consist of 1,000,000 PIPE Shares. Broadscale PT
General Partner LLC is General Partner of Broadscale PT Investors
LP. Andrew L. Shapiro of 430 Park Avenue, Suite 1501, New York, NY
10022 is the Managing Member of Broadscale PT General Partner
LLC.
(6)Shares
hereby offered consist of 218,155 shares of common stock subject to
options held by Mr. Porter that are exercisable within one year of
the Closing and 14,699 Earnout Shares, and shares described in
footnote (15) below. Mr. Porter, together with Ben Kortlang, David
Mount and Daniel Oros, is a managing member of G2VP I Associates,
LLC, which is the managing member of G2VP, and may be deemed to
share voting and dispositive control over the shares held by G2VP.
G2VP I Associates, LLC and each of its managing members disclaim
beneficial ownership of shares held by G2VP except to the extent of
any pecuniary interest therein as described in footnote (15)
below.
(7)Shares
offered hereby consist of 500,000 PIPE Shares, 3,098,794 Legacy
Proterra Holder Shares, and 417,399 Earnout Shares held by
Constellation NewEnergy, Inc. The address of Constellation
NewEnergy, Inc. is Attn: Constellation Technology Ventures, 1310
Point St., 8th Floor, Baltimore, MD 21231.
(8)Shares
offered hereby consist of 2,000,000 PIPE Shares, 7,618,260 Legacy
Proterra Holder Shares, and 787,787 Earnout Shares held by Daimler
Trucks & Buses US Holding LLC. Daimler Truck Holding AG, a
public entity is the ultimate beneficial owner of the shares, as
the 100% stockholder of Daimler Truck AG. Daimler Truck AG is the
100% stockholder of Daimler Trucks & Buses US Holding LLC. In
September 2018, Proterra entered into a strategic collaboration and
confidentiality agreement with Daimler North America Corporation
(“DNAC”), an indirect subsidiary of Daimler AG pursuant to which
Proterra agreed to collaborate with DNAC to explore the
electrification of selected Daimler commercial vehicles. In October
2018 the agreement was assigned by DNAC to DTBUS. Proterra did not
receive any payments from Daimler for the year ended December 31,
2018. Proterra records payments received from Daimler affiliated
entities at the parent company level. Proterra received payments in
2019 and 2020 for goods and services including engineering
services, prototypes, charging stations, and other tools and parts
sold to Daimler AG affiliated companies. The address of Daimler
Trucks & Buses US Holding LLC is 4555 N. Channel Ave, Portland,
Oregon 97217.
(9)Shares
hereby offered consist of (a) 1,710,951 shares issued upon exercise
of Proterra Warrants, 12,872,296 Note Shares, and 1,844,402 Earnout
Shares held by CSI I Prodigy Holdco LP; (b) 570,317 shares issued
upon exercise of Proterra Warrants, 4,290,765 Note Shares, and
614,800 Earnout Shares held by CSI Prodigy Co-Investment LP; and
(c) 1,140,634 shares issued upon exercise of Proterra Warrants,
8,553,167 Note Shares, and 1,226,044 Earnout Shares held by CSI
PRTA Co-Investment LP (collectively, the “CSI Holders”). The number
of shares issuable upon conversion of Convertible Notes is
calculated assuming that the Convertible Notes convert pursuant to
their mandatory conversion terms on December 31, 2022. Cowen
Sustainable Advisors LLC, the investment adviser of each of the CSI
Holders, has sole voting and investment power with respect to the
securities held by the CSI Holders.
(10)Shares
hereby offered consist of 4,000,000 shares, of which (i) 2,500 PIPE
Shares are held by Ravikant Tanuka, as an individual; (ii) 25,000
PIPE Shares are held by the Ko Family Trust; (iii) 2,500 PIPE
Shares are held by The Tolia-Zaveri Living Trust dated Dec 2017;
(iv) 50,000 PIPE Shares are held by The Steve Trieu Living Trust;
and (iv) 3,920,000 PIPE Shares are held by The CP Remainder
Interest Trust dated 5/19/2021 created under the Chamath
Palihapitiya 2009 Annuity Trust dated 12/24/09. Within the Ko
Family Trust Raymond Ko and Stephanie Ko have voting power which
includes the power to vote, or to direct the voting of, such
offered shares and/or investment power which includes the power to
dispose of, or to direct the disposition of, such offered shares.
Within The Tolia-Zaveri Living Trust dated Dec 2017 Jay Zavieri and
Avani Tolia have voting power which includes the power to vote, or
to direct the voting of, such offered shares and/or investment
power which includes the power to dispose of, or to direct the
disposition of, such offered shares.
(11)Shares
hereby offered consist of 750,000 PIPE Shares held by D. E. Shaw
Valence Portfolios, L.L.C., and 250,000 PIPE Shares held by D. E.
Shaw Oculus Portfolios, L.L.C. (each a “D. E. Shaw Entity” and
collectively, the “D. E. Shaw Entities”). Each D. E. Shaw Entity
has the power to vote or to direct the vote of (and the power to
dispose or direct the disposition of) the PIPE Shares directly
owned by such entity. D. E. Shaw & Co., L.P. (“DESCO LP”), as
the investment adviser of the D. E. Shaw Entities, may be deemed to
have the shared power to vote or direct the vote of (and the shared
power to dispose or direct the disposition of) the PIPE Shares
owned by the D. E. Shaw Entities (such PIPE Shares collectively,
the “Subject Shares”). D. E. Shaw & Co., L.L.C. (“DESCO LLC”),
as the manager of the D. E. Shaw Entities, may be deemed to have
the shared power to vote or direct the vote of (and the shared
power to dispose or direct the disposition of) the Subject Shares.
Julius Gaudio, Maximilian Stone, and Eric Wepsic, or their
designees, exercise voting and investment control over the Subject
Shares on DESCO LP’s and DESCO LLC’s behalf. D. E. Shaw & Co.,
Inc. (“DESCO Inc.”), as general partner of DESCO LP, may be deemed
to have the shared power to vote or direct the vote of (and the
shared power to dispose or direct the disposition of) the Subject
Shares. D. E. Shaw & Co. II, Inc. (“DESCO II Inc.”), as
managing member of DESCO LLC, may be deemed to have the shared
power to vote or direct the vote of (and the shared power to
dispose or direct the disposition of) the Subject Shares. None of
DESCO LP, DESCO LLC, DESCO Inc., or DESCO II Inc. owns any shares
of the Company directly, and each such entity disclaims beneficial
ownership of the Subject Shares. David E. Shaw does not own any
shares of the Company directly. By virtue of David E. Shaw’s
position as President and sole shareholder of DESCO Inc., which is
the general partner of DESCO LP, and by virtue of David E. Shaw’s
position as President and sole shareholder of DESCO II Inc., which
is the managing member of DESCO LLC, David E. Shaw may be deemed to
have the shared power to vote or direct the vote of (and the shared
power to dispose or direct the disposition of) the Subject Shares
and, therefore, David E. Shaw may be deemed to be the beneficial
owner of the Subject Shares. David E. Shaw disclaims beneficial
ownership of the Subject Shares.
(12)Shares
hereby offered consist of (i) 400,111 PIPE Shares, 3,595,580
Proterra Holder Shares, and 484,316 Earnout Shares held by Franklin
Strategic Series — Franklin Growth Opportunities Fund, or Franklin
Growth Opportunities, (ii) 336,400 PIPE Shares, 3,243,567 Proterra
Holder Shares, and 436,900 Earnout Shares held by Franklin
Strategic Series — Franklin Small Cap Growth Fund, or Franklin
Small Cap Growth, (iii) 463,400 PIPE Shares, 1,264,595 Proterra
Holder Shares, and 170,337 Earnout Shares held by Franklin
Strategic Series — Franklin Small-Mid Cap Growth Fund, or Franklin
Small-Mid Cap Growth, (iv) 725,200 PIPE Shares, 2,016,702 Proterra
Holder Shares, and 271,645 Earnout Shares held by Franklin
Templeton Investment Funds — Franklin Technology Fund, or Franklin
Technology, (v) 663,200 PIPE Shares, 3,329,176 Proterra Holder
Shares, and 448,430 Earnout Shares held by Franklin Templeton
Investment Funds — Franklin U.S. Opportunities Fund, or Franklin
U.S. Opportunities, (vi) 35,200 PIPE Shares held by Franklin
Templeton Investment Funds Franklin Natural Resources Fund, or
Investment Franklin Natural Resources, (vii) 1,780,600 PIPE Shares
held by Franklin Custodian Funds Franklin Growth Fund, or Franklin
Custodian Growth, and (viii) 18,500 PIPE Shares held by Franklin
Strategic Series Franklin Natural Resources Fund, or Strategic
Franklin Natural Resources, and, together with Franklin Growth
Opportunities, Franklin Small Cap Growth, Franklin Small- Mid Cap
Growth, Franklin Technology, Franklin U.S. Opportunities,
Investment Franklin Natural Resources and Franklin Custodian
Growth, the Franklin Funds. Franklin Advisers, Inc., or FAV, is the
investment manager of the Franklin Funds. FAV is an indirect wholly
owned subsidiary of a publicly traded company, Franklin Resources,
or FRI, and may be deemed to be the beneficial owner of these
securities for purposes of Rule 13d-3 under the Exchange Act in its
capacity as the investment adviser to such funds and accounts
pursuant to investment management contracts that grant investment
and/or voting power to FAV. When an investment management contract
(including a sub-advisory agreement) delegates to FAV investment
discretion or voting power over the securities held in the
investment advisory accounts that are subject to that agreement,
FRI treats FAV as having sole investment discretion or voting
authority, as the case may be, unless the agreement specifies
otherwise. Accordingly, FAV reports for purposes of Section 13(d)
of the Exchange Act that it has sole investment discretion and
voting authority over the securities covered by any such investment
management agreement, unless otherwise specifically noted. The
address of the Franklin Funds is c/o Franklin Advisers, Inc., One
Franklin Parkway, San Mateo, California 94403.
(13)Shares
hereby offered consist of 630,232 PIPE Shares held by HIW China
Opportunity Fund SPC.
(14)Shares
hereby offered consist off (a) 514,519 Proterra Holder Shares and
69,304 Earnout Shares held by Tao NILOC LLC, or Tao NILOC, and (b)
11,200,311 Proterra Holder Shares and 1,508,650 Earnout Shares held
by Tao Pro LLC, or Tao Pro, (c) 64,604 and 8,702 Earnout Shares
held by Tao Big LLC, or Tao Big, (d) 19,381 Proterra Holder Shares
and 2,611 Earnout Shares held by 40 FOXES LLC, or 40 FOXES, (e)
32,303 Proterra Holder Shares and 4,351 Earnout Shares held by
BROOKS JL LLC, or BROOKS JL and (f) 77,525 Proterra Holder Shares
and 10,442 Earnout Shares held by PBCJL LLC, or PBCJL and together
with Tao NILOC, Tao Pro, Tao Big, 40 FOXES and BROOKS JL, or Tao.
Each of Christopher Olin, Lori D. Mills and James Schwaba, the
managers of Tao NILOC, has sole voting and dispositive power over
the shares held by Tao NILOC, and each of Isaac E. Pritzker, Lori
D. Mills and James Schwaba, the managers of Tao Pro, has sole
voting and dispositive power over the shares held by Tao Pro. The
address of Tao is c/o Tao Capital Partners LLC, 1 Letterman Drive,
Suite C4-420, San Francisco, California 94129.
(15)Shares
hereby offered consist of 1,000,000 PIPE Shares, 1,367,518 Proterra
Holder Shares, and 184,201 Earnout Shares held directly by G2VP I,
LLC (“G2VP”), for itself. Brook Porter, together with Ben Kortlang,
David Mount and Daniel Oros, is a managing member of G2VP and may
be deemed to share voting and dispositive control over the shares
held by G2VP. Mr. Porter (G2VP Managing Member) is a Director of
the Company. G2VP I Associates, LLC and each of its managing
members disclaim beneficial ownership of these shares held by G2VP
except to the extent of any pecuniary interest
therein.
(16)Shares
hereby offered consist of 5,025,393 shares of Proterra Holder
Shares, 599,972 Note Shares, and 752,142 Earnout Shares. Shares are
held by Generation IM Climate Solutions Fund II, L.P., or
“Generation Fund II.” The general partner of Generation Fund II is
Generation IM Climate Solutions II GP Ltd, which is a wholly owned
subsidiary of Generation Investment Management LLP, or Generation
Management. Generation Management serves as the investment manager
of Generation Fund II. Generation Management, upon approval by its
investment committee, makes investment decisions on behalf of
Generation Fund II. Lila Preston is the portfolio manager and
together with her team make investment proposals on behalf of
Generation Fund II. The address for Generation Fund II is P.O. Box
309, Ugland House, Grand Cayman, KY1-1104, Cayman
Islands.
(17)Shares
hereby offered consist of 300,000 PIPE Shares, held by Glazer
Enhanced Fund, LP; Glazer Enhanced Offshore Fund, Ltd.; and
Highmark Limited, In Respect of Its Segregated Account, Highmark
Multi-Strategy 2. Voting and investment power over the shares held
by such entities resides with their investment manager, Glazer
Capital, LLC (“Glazer Capital”). Mr. Paul J. Glazer ("Mr. Glazer"),
serves as the Managing Member of Glazer Capital and may be deemed
to be the beneficial owner of the shares held by such entities. Mr.
Glazer, however, disclaims any beneficial ownership of the shares
held by such entities. The address of Glazer Capital is 250 W 55th
Street, Suite 30A, New York, NY 10019.
(18)Shares
hereby offered consist of 300,000 PIPE Shares. J. Goldman Master
Fund, L.P. (the “Master Fund”, which is managed by J. Goldman &
Co., L.P. of which J. Goldman Capital Management Inc. is the
general partner beneficially owns 300,000 shares of common stock of
the Company. Jay G. Goldman is the sole director of J. Goldman
Capital Management, Inc. Together, J. Goldman & Co., L.P., J.
Goldman Capital Management, Inc. and Jay G. Goldman have shared
voting and dispositive power over the securities of the Company
reported herein that are held by the Master Fund. J. Goldman &
Co., L.P., J. Goldman Capital Management, Inc. and Jay G. Goldman
may be deemed to beneficially own all of the shares of common stock
held by the Master Fund. The address of the Master Fund is c/o ATU
General Trust Services (BVI) Ltd., 3076 Sir Francis Drake's
Highway, P.O. Box 3463, Roadtown, Tortola, BVI,
VG1110.
(19)Consists
of (a) 15,134,410 shares held by KPCB Green Growth Fund, LLC (“KPCB
GGF”), (b) 741,400 shares held by individuals and entities
associated with Kleiner Perkins Caufield & Byers (“KPCB”), and
(c) 2,138,429 Earnout Shares. All shares are held for convenience
in the name of KPCB Holdings, Inc., as nominee for the accounts of
such individuals and entities. The managing member of KPCB GGF is
KPCB GGF Associates, LLC (“GGF Associates”). Brook Byers, L. John
Doerr, Raymond Lane, Ben Kortlang and Theodore Schlein, the
managing members of GGF Associates, exercise shared voting and
dispositive control over such shares. The managing members disclaim
beneficial ownership of all shares held by GGF Fund except to the
extent of their pecuniary interest therein. The principal business
address of KPCB is c/o Kleiner Perkins Caufield & Byers, 2750
Sand Hill Road, Menlo Park, California 94025.
(20)Shares
hereby offered consist of 400,000 PIPE Shares.
(21)Shares
hereby offered consist of 207,025 PIPE Shares. These securities are
held by an account for which Lazard Asset Management LLC, a
Delaware limited liability company (“LAM”), serves as a
discretionary asset manager. LAM holds voting and investment power
over the shares. LAM is indirectly controlled by Lazard Ltd, a
Bermuda corporation, which has a board of eleven directors. Each of
the foregoing, except for LAM, disclaims beneficial ownership of
these securities. The business address of LAM is 30 Rockefeller
Plaza, New York, NY 10112.
(22)Shares
hereby offered consist of 475,000 PIPE Shares held by Topia
Ventures, LLC. Topia Ventures Management, LLC is the managing
member of Topia Ventures, LLC.. Mr. David Broser is the managing
member of Topia Ventures Management, LLC. The address for Topia
Ventures Management, LLC is c/o Topia Ventures Management, LLC, 104
W. 40th Street, 19th Floor, New York NY 10018.
DESCRIPTION OF OUR SECURITIES
The following summary of the material terms of our securities is
not intended to be a complete summary of the rights and preferences
of such securities, and is qualified by reference to the
certificate of incorporation (for purposes of this section, the
“Certificate of Incorporation”), the amended and restated bylaws
(for purposes of this section, the “Bylaws”) and the registration
rights agreement (the “Registration Rights Agreement”), which are
exhibits to the registration statement of which this prospectus is
a part. We urge to you read each of the Certificate of
Incorporation, the Bylaws and the Registration Rights Agreement in
their entirety for a complete description of the rights and
preferences of our securities.
Authorized Capitalization
General
The total amount of our authorized capital stock consists of
500,000,000 shares of common stock, par value $0.0001 per share,
and 10,000,000 shares of preferred stock, par value $0.0001 per
share.
The following summary describes the material provisions of our
capital stock. We urge you to read the Certificate of Incorporation
and the Bylaws (copies of which are exhibits to the registration
statement of which this prospectus is a part).
Common Stock
Voting rights.
Each outstanding share of our common stock entitles the holder
thereof to one vote on each matter properly submitted to
stockholders for their vote. Except as otherwise required by law,
holders of our common stock will not be entitled to vote on any
amendment to the Certificate of Incorporation that relates solely
to the terms of one or more outstanding series of preferred stock
if the holders of such affected series are entitled, either
separately or together as a class with the holders of one or more
other such series, to vote thereon pursuant to the Certificate of
Incorporation.
Dividend rights.
Subject to preferences that may apply to any shares of our
preferred stock outstanding at the time, the holders of our common
stock are entitled to receive dividends out of funds legally
available if our Board, in its discretion, determines to issue
dividends and then only at the times and in the amounts that our
Board may determine.
Rights upon liquidation.
Upon our liquidation, dissolution, or winding-up, the assets
legally available for distribution to our stockholders would be
distributable ratably among the holders of common stock outstanding
at that time, subject to prior satisfaction of all outstanding debt
and liabilities and the preferential rights of and the payment of
liquidation preferences, if any, on any outstanding shares of
preferred stock.
Other rights.
No holder of shares of common stock is entitled to preemptive or
subscription rights contained in the Certificate of Incorporation
or in the Bylaws. There are no redemption or sinking fund
provisions applicable to the common stock. The rights, preferences
and privileges of holders of our common stock are subject to those
of the holders of any shares of our preferred stock that we may
issue in the future.
Preferred Stock
We may issue preferred stock from time to time in one or more
series. The Board is expressly authorized, subject to any
limitations prescribed by the laws of the State of Delaware, to
provide, out of unissued shares of preferred stock that have not
been designated as to series, with respect to each series, to
establish the number of shares to be included in each such series,
to fix the designation, powers (including voting powers),
preferences and relative, participating, optional or other special
rights, if any, of each such series and any qualifications,
limitations or restrictions thereof, and, subject to the rights of
such series, to thereafter increase (but not above the total number
of authorized shares of the preferred stock) or decrease (but not
below the number of shares of such series then outstanding) the
number of shares of any such series. The issuance of preferred
stock could have the effect of decreasing the trading price of
common stock, restricting dividends on our capital stock, diluting
the voting power of the common stock, impairing the liquidation
rights of our capital stock, or delaying or preventing a change in
control.
Election of Directors and Vacancies
Subject to the rights of any series of preferred stock then
outstanding to elect additional directors under specified
circumstances, the directors on our Board currently consists of
nine (9) directors, and are divided, with respect to the time for
which they severally hold office, into three classes designated as
Class I, Class II and Class III, respectively. The initial term of
office of the Class I directors will expire at our first annual
meeting of stockholders, the initial term of office of the Class
II
directors shall expire at our second annual meeting of stockholders
following the initial classification of our Board and the initial
term of office of the Class III directors shall expire at our third
annual meeting of stockholders following the initial classification
of our Board. At each annual meeting of stockholders following the
initial classification of our Board, directors elected to succeed
those directors of the class whose terms then expire shall be
elected for a term of office expiring at the third succeeding
annual meeting of our stockholders after their
election.
Under the Bylaws, except as may be required in the Certificate of
Incorporation, directors shall be elected by a plurality of the
votes cast by the holders of the shares present in person or
represented by proxy at the meeting and entitled to vote on the
election of directors.
Each director shall hold office until the annual meeting at which
such director’s term expires and until such director’s successor is
elected and qualified or until such director’s earlier death,
resignation, or removal. Subject to the rights of holders of any
series of preferred stock to elect directors, directors may be
removed only as provided by the Certificate of Incorporation and
applicable law. All vacancies occurring in the Board and any newly
created directorships resulting from any increase in the authorized
number of directors shall be filled in the manner set forth
below.
Subject to the rights of any series of preferred stock then
outstanding, any vacancy occurring in our Board for any cause, and
any newly created directorship resulting from any increase in the
authorized number of directors, shall be filled only by the
affirmative vote of a majority of the directors then in office,
even if less than a quorum, or by a sole remaining director, and
shall not be filled by the stockholders. Any director elected in
accordance with the preceding sentence shall hold office for a term
expiring at the annual meeting of stockholders at which the term of
office for the class in which the vacancy was created or occurred
or, in the case of newly created directorships, the class to which
the director has been assigned expires and until such director’s
successor shall have been duly elected and qualified, or until such
director’s earlier death, resignation, or removal.
If and for so long as the holders of any series of preferred stock
have the special right to elect additional directors, the then
otherwise total authorized number of our directors shall
automatically be increased by such specified number of directors,
and the holders of such preferred stock will be entitled to elect
the additional directors so provided for or fixed pursuant to the
terms of the series of preferred stock. Each such additional
director shall serve until such director’s successor shall have
been duly elected and qualified, or until such director’s right to
hold such office terminates pursuant to said provisions, whichever
occurs earlier, subject to his or her earlier death, resignation,
or removal.
Quorum
Except as otherwise provided by applicable law, the Certificate of
Incorporation or the Bylaws, at each meeting of stockholders the
holders of a majority of the voting power of the shares of stock
issued and outstanding and entitled to vote at the meeting, present
in person or represented by proxy, shall constitute a quorum for
the transaction of business. If a quorum shall fail to attend any
meeting, the chairperson of the meeting or, if directed to be voted
on by the chairperson of the meeting, the holders of a majority of
the voting power of the shares entitled to vote who are present in
person or represented by proxy at the meeting may adjourn the
meeting. If the adjournment is for more than thirty (30) days, or
if after the adjournment a new record date is fixed for the
adjourned meeting, then a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the
meeting. At the adjourned meeting, we may transact any business
that might have been transacted at the original meeting. If a
quorum is present at the original meeting, it shall also be deemed
present at the adjourned meeting.
Anti-takeover Effects of the Certificate of Incorporation and the
Bylaws
The Certificate of Incorporation and the Bylaws contain provisions
that may delay, defer or discourage another party from acquiring
control of us. We expect that these provisions, which are
summarized below, will discourage coercive takeover practices or
inadequate takeover bids. These provisions are also designed to
encourage persons seeking to acquire control of us to first
negotiate with the Board, which we believe may result in an
improvement of the terms of any such acquisition in favor of our
stockholders. However, they also give the board of directors the
power to discourage acquisitions that some stockholders may
favor.
Authorized but Unissued Capital Stock
Delaware law does not require stockholder approval for any issuance
of authorized shares. However, the listing requirements of Nasdaq,
which would apply so long as our common stock remains listed on
Nasdaq, require stockholder approval of certain issuances equal to
or exceeding 20% of the then outstanding voting power or then
outstanding number of
shares of our common stock. Additional shares that may be issued in
the future may be used for a variety of corporate purposes,
including future public offerings, to raise additional capital or
to facilitate acquisitions.
One of the effects of the existence of unissued and unreserved
common stock may be to enable our Board to issue shares to persons
friendly to current management, which issuance could render more
difficult or discourage an attempt to obtain control of us by means
of a merger, tender offer, proxy contest or otherwise and thereby
protect the continuity of management and possibly deprive
stockholders of opportunities to sell their shares of common stock
at prices higher than prevailing market prices.
Special Meeting, Action by Written Consent and Advance Notice
Requirements for Stockholder Proposals
Unless otherwise required by law, and subject to the rights, if
any, of the holders of any series of preferred stock, special
meetings of our stockholders, for any purpose or purposes, may be
called only by a majority of the Board, and our stockholders may
not take action by written consent in lieu of a meeting. Notice of
all meetings of stockholders shall be given in writing stating the
date, time and place, if any, of the meeting, the means of remote
communications, if any, by which stockholders and proxy holders may
be deemed to be present in person and vote at such meeting and the
record date for determining the stockholders entitled to vote at
the meeting if such date is different from the record date for
determining stockholders entitled to notice of the meeting. Such
notice shall also set forth the purpose or purposes for which the
meeting is called. Unless otherwise required by applicable law or
the Certificate of Incorporation, notice of any meeting of
stockholders shall be given not less than ten (10), nor more than
sixty (60), days before the date of the meeting to each stockholder
of record entitled to vote at such meeting as of the record date
for determining stockholders entitled to notice. The Bylaws also
provide that any action required or permitted to be taken at any
meeting of the Board, or of any committee thereof, may be taken
without a meeting if all members of our Board or such committee, as
the case may be, consent thereto in writing or by electronic
transmission, and the writing or writings or electronic
transmission or transmissions are filed with the minutes of
proceedings of the Proterra Board or committee, as applicable. Such
filing shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are
maintained in electronic form.
The Bylaws provide advance notice procedures for stockholders
seeking to bring business before an annual meeting of stockholders
or to nominate candidates for election as directors at an annual
meeting of stockholders. The Bylaws also specify certain
requirements regarding the form and content of a stockholder’s
notice, including disclosure of the proposing stockholders’
agreements, arrangements and understandings made in connection with
such a proposal or nomination. These provisions may preclude
stockholders from bringing matters before an annual meeting of
stockholders or from making nominations for directors at as annual
meeting of stockholders. We expect that these provisions might also
discourage or deter a potential acquirer from conducting a
solicitation of proxies to elect the acquirer’s own slate of
directors or otherwise attempting to obtain control of us. These
provisions could have the effect of delaying until the next
stockholder meeting any stockholder actions, even if they are
favored by the holders of a majority of our outstanding voting
securities.
Amendment to Certificate of Incorporation and Bylaws
We may amend or repeal any provision contained in the Certificate
of Incorporation in the manner prescribed by the laws of the State
of Delaware, and all rights conferred upon stockholders are granted
subject to this reservation. Notwithstanding any provision of the
Certificate of Incorporation or any provision of law that might
otherwise permit a lesser vote or no vote, subject to the rights of
any outstanding series of preferred stock, but in addition to any
vote of the holders of any class or series of our stock required by
law or by the Certificate of Incorporation, the affirmative vote of
the holders of at least two-thirds of the voting power of all of
the then-outstanding shares of our capital stock entitled to vote
generally in the election of directors, voting together as a single
class, will be required to amend or repeal any provision of the
Certificate of Incorporation. If two-thirds of our Board has
approved such amendment or repeal, in which case only the
affirmative vote of the holders of at least a majority of the
voting power of all of the then-outstanding shares of our capital
stock entitled to vote generally in the election of directors,
voting together as a single class (in addition to any other vote of
the holders of any class or series of our stock required by law or
by the Certificate of Incorporation), will be required for such
amendment or repeal.
Our Board shall have the power to adopt, amend or repeal the
Bylaws. Any adoption, amendment or repeal of the Bylaws by our
Board shall require the approval by a majority of the directors on
our Board. The stockholders shall also have power to adopt, amend
or repeal the Bylaws. Notwithstanding any other provision of the
Certificate of Incorporation or any provision of law that might
otherwise permit a lesser or no vote, but in addition to any vote
of the holders of any class or series of our stock required by
applicable law or by the Certificate of Incorporation, the
affirmative vote of the holders of at least two-thirds of the
voting power of all of the then-outstanding shares of our capital
stock entitled to vote generally in the election of directors,
voting together as a single class, shall be required for the
stockholders to adopt, amend or repeal any provision
of
the Bylaws. In the case of any proposed adoption, amendment or
repeal of any provisions of the Bylaws that is approved by our
Board and submitted to the stockholders for adoption thereby, if at
least two-thirds of our Board has approved such adoption, amendment
or repeal of any provisions of the Bylaws, then only the
affirmative vote of the holders of a majority of the voting power
of all of the then-outstanding shares of our capital stock entitled
to vote generally in the election of directors, voting together as
a single class, shall be required to adopt, amend or repeal any
provision of the Bylaws.
Delaware Anti-Takeover Statute
Section 203 of the DGCL provides that if a person acquires 15% or
more of the voting stock of a Delaware corporation, such person
becomes an “interested stockholder” and may not engage in certain
“business combinations” with the corporation for a period of three
years from the time such person acquired 15% or more of the
corporation’s voting stock, unless:
(1)the
board of directors approves the acquisition of stock or the merger
transaction before the time that the person becomes an interested
stockholder;
(2)the
interested stockholder owns at least 85% of the outstanding voting
stock of the corporation at the time the merger transaction
commences (excluding voting stock owned by directors who are also
officers and certain employee stock plans); or
(3)the
merger transaction is approved by the board of directors and at a
meeting of stockholders, not by written consent, by the affirmative
vote of 2/3 of the outstanding voting stock which is not owned by
the interested stockholder.
A Delaware corporation may elect in its certificate of
incorporation or bylaws not to be governed by this particular
Delaware law. Under the Certificate of Incorporation, we have not
opted out of Section 203 of the DGCL and therefore we are subject
to Section 203 of the DGCL.
Limitations on Liability and Indemnification of Officers and
Directors
Section 145 of the DGCL, authorizes a court to award, or a
corporation’s board of directors to grant, indemnity to directors
and officers under certain circumstances and subject to certain
limitations. The terms of Section 145 of the DGCL are sufficiently
broad to permit indemnification under certain circumstances for
liabilities, including reimbursement of expenses incurred, arising
under the Securities Act. As permitted by the DGCL, the Certificate
of Incorporation contains provisions that eliminate the personal
liability of directors for monetary damages for any breach of
fiduciary duties as a director, except liability for the following
(i) any breach of a director’s duty of loyalty to us or our
stockholders; (ii) acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law; (iii)
under Section 174 of the DGCL (regarding unlawful dividends and
stock purchases); or (iv) any transaction from which the director
derived an improper personal benefit. As permitted by the DGCL, the
Bylaws provide that: (i) we are required to indemnify our directors
and executive officers to the fullest extent permitted by the DGCL,
subject to very limited exceptions; (ii) we may indemnify our other
employees and agents as set forth in the DGCL; (iii) we are
required to advance expenses, as incurred, to our directors and
executive officers in connection with a legal proceeding to the
fullest extent permitted by the DGCL, subject to very limited
exceptions; and (iv) the rights conferred in the Bylaws are not
exclusive.
We have entered into indemnification agreements with each director
and executive officer to provide these individuals additional
contractual assurances regarding the scope of the indemnification
set forth in the Certificate of Incorporation and Bylaws and to
provide additional procedural protections. There is no pending
litigation or proceeding involving one of our directors or
executive officers for which indemnification is sought. The
indemnification provisions in the Certificate of Incorporation,
Bylaws, and the indemnification agreements entered into between us
and each of our directors and executive officers may be
sufficiently broad to permit indemnification of our directors and
executive officers for liabilities arising under the Securities
Act. We currently carry liability insurance for our directors and
officers. Certain of our directors are also indemnified by their
employers with regard to service on our Board.
Exclusive Jurisdiction of Certain Actions
The Certificate of Incorporation requires, to the fullest extent
permitted by law, unless we consent in writing to the selection of
an alternative forum, that the Court of Chancery of the State of
Delaware will be the sole and exclusive forum for: (i) any
derivative action or proceeding brought on behalf of us; (ii) any
action asserting a claim of breach of a fiduciary duty owed by any
current or former director, officer, stockholder, employee or agent
of ours to us or our stockholders; (iii) any action asserting a
claim against us arising pursuant to any provision of the DGCL, the
Certificate of Incorporation or the Bylaws or as to which the DGCL
confers jurisdiction on the Court of Chancery of the State of
Delaware; (iv) any action to
interpret, apply, enforce or determine the validity of the
Certificate of Incorporation or the Bylaws; or (v) any action
governed by the internal affairs doctrine.
In addition, the Bylaws require that, unless we consent in writing
to the selection of an alternative forum, the federal district
courts of United States shall be the sole and exclusive forum for
resolving any action asserting a claim arising under the Securities
Act or the Exchange Act.
Transfer Agent
The transfer agent for our common stock is Computershare Trust
Company, N.A. and Computershare Inc. (together, “Computershare”).
We may designate a new or additional transfer agent for such
shares, and we will provide you with notice of such action and of
any change in the office through which any such agent will
act.
PLAN OF DISTRIBUTION
The Selling Securityholders, which as used herein includes donees,
pledgees, transferees, distributees or other successors-in-interest
selling shares of our common stock or interests in our common stock
received after the date of this prospectus from the Selling
Securityholders as a gift, pledge, partnership distribution or
other transfer, may, from time to time, sell, transfer, distribute
or otherwise dispose of certain of their shares of common stock or
interests in our common stock on any stock exchange, market or
trading facility on which shares of our common stock are traded or
in private transactions. These dispositions may be at fixed prices,
at prevailing market prices at the time of sale, at prices related
to the prevailing market price, at varying prices determined at the
time of sale, or at negotiated prices.
The Selling Securityholders may use any one or more of the
following methods when disposing of their shares of common stock or
interests therein:
•ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
•one
or more underwritten offerings;
•block
trades (which may involve crosses) in which the broker-dealer will
attempt to sell the shares of common stock as agent, but may
position and resell a portion of the block as principal to
facilitate the transaction;
•purchases
by a broker-dealer as principal and resale by the broker-dealer for
its accounts;
•an
exchange distribution and/or secondary distribution in accordance
with the rules of the applicable exchange;
•privately
negotiated transactions;
•distributions
to their employees, partners, members or stockholders;
•short
sales (including short sales “against the box”) effected after the
date of the registration statement of which this prospectus is a
part is declared effective by the SEC;
•through
the writing or settlement of standardized or over-the-counter
options or other hedging transactions, whether through an options
exchange or otherwise;
•in
market transactions, including transactions on a national
securities exchange or quotations service or over-the-counter
market;
•by
pledge to secure debts and other obligation;
•directly
to purchasers, including our affiliates and stockholders, in a
rights offering or otherwise;
•through
agents;
•broker-dealers
may agree with the Selling Securityholders to sell a specified
number of such shares of common stock at a stipulated price per
share; and
•through
a combination of any of these methods or any other method permitted
by applicable law.
The Selling Securityholders may effect the distribution of our
common stock from time to time in one or more transactions
either:
•at
a fixed price or prices, which may be changed from time to
time;
•at
market prices prevailing at the time of sale;
•at
prices relating to the prevailing market prices; or
•at
negotiated prices.
The Selling Securityholders may, from time to time, pledge or grant
a security interest in some shares of our common stock owned by
them and, if a Selling Securityholder defaults in the performance
of its secured obligations, the pledgees or secured parties may
offer and sell such shares of common stock, from time to time,
under this prospectus, or under an
amendment or supplement to this prospectus under Rule 424(b)(3) or
other applicable provision of the Securities Act amending the list
of the Selling Securityholders to include the pledgee, transferee
or other successors in interest as the Selling Securityholders
under this prospectus. The Selling Securityholders also may
transfer shares of our common stock in other circumstances, in
which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this
prospectus.
We and the Selling Securityholders may agree to indemnify an
underwriter, broker-dealer or agent against certain liabilities
related to the sale of our common stock, including liabilities
under the Securities Act. The Selling Securityholders have advised
us that they have not entered into any agreements, understandings
or arrangements with any underwriters or broker-dealers regarding
the sale of their common stock. Upon our notification by a Selling
Securityholder that any material arrangement has been entered into
with an underwriter or broker-dealer for the sale of common stock
through a block trade, special offering, exchange distribution,
secondary distribution or a purchase by an underwriter or
broker-dealer, we will file a supplement to this prospectus, if
required, pursuant to Rule 424(b) under the Securities Act,
disclosing certain material information, including:
•the
name of the selling security holder;
•the
number of common stock being offered;
•the
terms of the offering;
•the
names of the participating underwriters, broker-dealers or
agents;
•any
discounts, commissions or other compensation paid to underwriters
or broker-dealers and any discounts, commissions or concessions
allowed or reallowed or paid by any underwriters to
dealers;
•the
public offering price;
•the
estimated net proceeds to us from the sale of the common
stock;
•any
delayed delivery arrangements; and
•other
material terms of the offering.
In addition, upon being notified by a Selling Securityholder that a
donee, pledgee, transferee or other successor-in-interest intends
to sell common stock, we will, to the extent required, promptly
file a supplement to this prospectus to name specifically such
person as a Selling Securityholder.
Agents, broker-dealers and underwriters or their affiliates may
engage in transactions with, or perform services for, the Selling
Securityholders (or their affiliates) in the ordinary course of
business. The Selling Securityholders may also use underwriters or
other third parties with whom such selling stockholders have a
material relationship. The Selling Securityholders (or their
affiliates) will describe the nature of any such relationship in
the applicable prospectus supplement.
There can be no assurances that the Selling Securityholders will
sell, nor are the Selling Securityholders required to sell, any or
all of the common stock offered under this prospectus.
In connection with the sale of shares of our common stock or
interests therein, the Selling Securityholder may enter into
hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of our common
stock in the course of hedging the positions they assume. The
Selling Securityholders may also sell shares of our common stock
short and deliver these securities to close out their short
positions, or loan or pledge shares of our common stock to
broker-dealers that in turn may sell these securities. The Selling
Securityholders may also enter into option or other transactions
with broker-dealers or other financial institutions or the creation
of one or more derivative securities that require the delivery to
such broker-dealer or other financial institution of shares of our
common stock offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to
this prospectus (as supplemented or amended to reflect such
transaction).
The aggregate proceeds to the Selling Securityholders from the sale
of shares of our common stock offered by them will be the purchase
price of such shares of our common stock less discounts or
commissions, if any. The Selling Securityholders reserve the right
to accept and, together with their agents from time to time, to
reject, in whole or in part, any proposed
purchase of share of our common stock to be made directly or
through agents. We will not receive any of the proceeds from any
offering by the Selling Securityholders.
The Selling Securityholders also may in the future resell a portion
of our common stock in open market transactions in reliance upon
Rule 144 under the Securities Act, provided that they meet the
criteria and conform to the requirements of that rule, or pursuant
to other available exemptions from the registration requirements of
the Securities Act.
The Selling Securityholders and any underwriters, broker-dealers or
agents that participate in the sale of shares of our common stock
or interests therein may be “underwriters” within the meaning of
Section 2(11) of the Securities Act. Any discounts, commissions,
concessions or profit they earn on any resale of shares of our
common stock may be underwriting discounts and commissions under
the Securities Act. If any Selling Securityholder is an
“underwriter” within the meaning of Section 2(11) of the Securities
Act, then the Selling Securityholder will be subject to the
prospectus delivery requirements of the Securities Act.
Underwriters and their controlling persons, dealers and agents may
be entitled, under agreements entered into with us and the Selling
Securityholders, to indemnification against and contribution toward
specific civil liabilities, including liabilities under the
Securities Act.
To the extent required, our common stock to be sold, the respective
purchase prices and public offering prices, the names of any agent,
dealer or underwriter, and any applicable discounts, commissions,
concessions or other compensation with respect to a particular
offer will be set forth in an accompanying prospectus supplement
or, if appropriate, a post-effective amendment to the registration
statement that includes this prospectus.
To facilitate the offering of shares of our common stock offered by
the Selling Securityholders, certain persons participating in the
offering may engage in transactions that stabilize, maintain or
otherwise affect the price of our common stock. This may include
over-allotments or short sales, which involve the sale by persons
participating in the offering of more shares of common stock than
were sold to them. In these circumstances, these persons would
cover such over-allotments or short positions by making purchases
in the open market or by exercising their over-allotment option, if
any. In addition, these persons may stabilize or maintain the price
of our common stock by bidding for or purchasing shares of common
stock in the open market or by imposing penalty bids, whereby
selling concessions allowed to dealers participating in the
offering may be reclaimed if shares of common stock sold by them
are repurchased in connection with stabilization transactions. The
effect of these transactions may be to stabilize or maintain the
market price of our common stock at a level above that which might
otherwise prevail in the open market. These transactions may be
discontinued at any time. These transactions may be effected on any
exchange on which the securities are traded, in the
over-the-counter market or otherwise.
Under the Amended and Restated Registration Rights Agreement and
the Subscription Agreements, we have agreed to indemnify the
applicable Selling Securityholders party thereto against certain
liabilities that they may incur in connection with the sale of the
securities registered hereunder, including liabilities under the
Securities Act, and to contribute to payments that the Selling
Securityholders may be required to make with respect thereto. In
addition, we and the Selling Securityholders may agree to indemnify
any underwriter, broker-dealer or agent against certain liabilities
related to the selling of the securities, including liabilities
arising under the Securities Act.
Under the Amended and Restated Registration Rights Agreement, we
have agreed to maintain the effectiveness of this registration
statement with respect to any securities registered hereunder
pursuant to such agreement until (i) all such securities have been
sold, transferred, disposed of or exchanged under this registration
statement; (ii) such securities have been otherwise transferred,
new certificates or book entry positions for such securities not
bearing a legend restricting further transfer have been delivered
by us and subsequent public distribution of such securities does
not require registration under the Securities Act; (iii) such
securities shall have ceased to be outstanding; (iv) such
securities have been sold to, or through, a broker, dealer or
underwriter in a public distribution or other public securities
transaction; or (v) with respect to a Selling Securityholder that
is party to the Amended and Restated Registration Rights Agreement,
when all such securities held by such Selling Securityholder could
be sold without restriction on volume or manner of sale in any
three-month period without registration under Rule 144. Under the
Subscription Agreements, we have agreed to maintain the
effectiveness of this registration statement with respect to the
PIPE shares until the earliest of (i) the third anniversary of the
Closing; (ii) the date on which the PIPE Investor ceases to hold
any PIPE shares; or (iii) on the first date on which each PIPE
Investor is able to sell all of its PIPE Shares under Rule 144
within 90 days without limitation as to the amount of such
securities that may be sold, provided that at such time, we are in
compliance with the current public information requirement under
Rule 144 and we continue to be in compliance with such requirement.
Under the Amended and Restated Warrant Agreement, we agreed to
maintain the effectiveness of this registration statement in
respect of the shares of common stock issuable upon the exercise of
the public warrants and the private placement warrants until the
expiration or redemption of such warrants. On October 29, 2021, we
redeemed our remaining outstanding public warrants and the private
placement warrants at a redemption price of
$0.10 per public warrant and private placement warrant, as
applicable. We have agreed to pay all expenses in connection with
this offering, other than underwriting fees, discounts, selling
commissions, stock transfer taxes and certain legal expenses. The
Selling Securityholders will pay, on a pro rata basis, any
underwriting fees, discounts, selling commissions, stock transfer
taxes and certain legal expenses relating to the
offering.
Selling Securityholders may use this prospectus in connection with
resales of shares of our common stock. This prospectus and any
accompanying prospectus supplement will identify the Selling
Securityholders, the terms of our common stock and any material
relationships between us and the Selling Securityholders. Selling
Securityholders may be deemed to be underwriters under the
Securities Act in connection with shares of our common stock they
resell and any profits on the sales may be deemed to be
underwriting discounts and commissions under the Securities Act.
Unless otherwise set forth in a prospectus supplement, the Selling
Securityholders will receive all the net proceeds from the resale
of shares of our common stock.
A Selling Securityholder that is an entity may elect to make an
in-kind distribution of common stock to its members, partners or
stockholders pursuant to the registration statement of which this
prospectus is a part by delivering a prospectus, as amended or
supplemented. To the extent that such transferees are not
affiliates of ours, such transferees will receive freely tradable
shares of common stock pursuant to the distribution effected
through this registration statement.
Our common stock is listed on the Nasdaq Global Select Market and
trades under the symbol “PTRA”.
LEGAL MATTERS
The validity of the securities offered hereby has been passed upon
for us by Fenwick & West LLP. Any underwriters or agents will
be advised about other issues relating to the offering by counsel
to be named in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements of Proterra Inc as of
December 31, 2021 and 2020 and for each of the years in the
three-year period ended December 31, 2021 have been incorporated by
reference herein and in the registration statement in reliance upon
the report of KPMG LLP, independent registered public accounting
firm, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information reporting requirements of the
Exchange Act and we are required to file reports, proxy statements
and other information with the SEC. These reports, proxy
statements, and other information are available for inspection and
copying at the SEC’s website referred to above. We also maintain a
website at www.proterra.com, at which you may access these
materials free of charge as soon as reasonably practicable after
they are electronically filed with, or furnished to, the SEC.
Information contained on or accessible through our website is not a
part of this prospectus, and the inclusion of our website address
in this prospectus is an inactive textual reference only. You can
read our SEC filings, including the registration statement, over
the internet at the SEC’s website at www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information we
file with it, which means that we can disclose important
information to you by referring you to those documents. The
information incorporated by reference is considered to be part of
this prospectus and information we file later with the SEC will
automatically update and supersede this information. Any statement
contained in this prospectus or a previously filed document
incorporated by reference will be deemed to be modified or
superseded for purposes of this prospectus to the extent that a
statement contained in this prospectus or a subsequently filed
document incorporated by reference modifies or replaces that
statement. The documents we are incorporating by reference as of
their respective dates of filing are:
•our
Annual Report on
Form 10-K
for the year ended December 31, 2021, filed with the SEC on March
14, 2022 (including the portions of our Definitive Proxy Statement
on
Schedule 14A,
filed with the SEC on April 13, 2022, incorporated by reference
therein);
•our
Current Reports on Form 8-K filed with the SEC on
January 24, 2022,
February 23, 2022
(as to Item 5.02 only),
April 19, 2022
(as to Item 5.02 only),
June 2,
2022,
and
June 15, 2022
(as to Item 5.02 only), and our Current Report on Form 8-K/A filed
with the SEC on
August 3, 2022;
and
•the
description of securities contained in
Exhibit 4.1
of our Annual Report on Form 10-K for the year ended December 31,
2021 filed with the SEC on March 14, 2022, and any amendment or
report filed with the SEC for the purpose of updating such
description.
All documents we subsequently file pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of
this offering, including all such documents we may file after the
date of the initial registration statement and prior to the
effectiveness of the registration statement, but excluding any
information furnished to, rather than filed with, the SEC, will
also be incorporated by reference into this prospectus and deemed
to be part of this prospectus from the date of the filing of such
reports and documents.
You may obtain any of the documents incorporated by reference in
this prospectus from the SEC through the SEC’s website at the
address provided above. You also may request a copy of any document
incorporated by reference in this prospectus (excluding any
exhibits to those documents, unless the exhibit is specifically
incorporated by reference in this document), at no cost, by writing
or telephoning us at the following address and phone
number:
Proterra Inc
1815 Rollins Road
Burlingame, California 94010
(864) 438-0000
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth all costs and expenses, other than
underwriting discounts and commissions, payable by us in connection
with the sale of the securities being registered. All amounts shown
are estimates except for the SEC registration fee.
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Amount |
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SEC registration fee |
$ 242,031+ |
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Accountants’ fees and expenses |
* |
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Legal fees and expenses |
* |
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Printing fees |
* |
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Miscellaneous fees and expenses |
* |
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Total expenses |
$ * |
__________________
+Previously
paid
*Except
for the SEC registration fee, estimated expenses are not presently
known. The foregoing sets forth the general categories of expenses
(other than underwriting discounts and commissions) that we
anticipate we will incur in connection with the offering of
securities under this registration statement. To the extent
required, any applicable prospectus supplement will set forth the
estimated aggregate amount of expenses payable in respect of any
offering of securities under the registration
statement.
Discounts, concessions, commissions and similar selling expenses
attributable to the sale of the securities covered by this
prospectus will be borne by the Selling Securityholders. We will
pay all expenses (other than discounts, concessions, commissions
and similar selling expenses) relating to the registration of the
securities with the SEC, as estimated in the table
above.
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a
court to award, or a corporation’s board of directors to grant,
indemnity to directors and officers under certain circumstances and
subject to certain limitations. The terms of Section 145 of the
Delaware General Corporation Law are sufficiently broad to permit
indemnification under certain circumstances for liabilities,
including reimbursement of expenses incurred, arising under the
Securities Act of 1933, as amended (the “Securities
Act”).
As permitted by the Delaware General Corporation Law, the
Registrant’s certificate of incorporation, as amended (the
“Certificate of Incorporation”) contains provisions that eliminate
the personal liability of its directors for monetary damages for
any breach of fiduciary duties as a director, except liability for
the following:
•any
breach of the director’s duty of loyalty to the Registrant or its
stockholders;
•acts
or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
•under
Section 174 of the Delaware General Corporation Law (regarding
unlawful dividends and stock purchases); or
•any
transaction from which the director derived an improper personal
benefit.
As permitted by the Delaware General Corporation Law, the
Registrant’s restated bylaws (the “Bylaws”) provide
that:
•the
Registrant is required to indemnify its directors and officers to
the fullest extent permitted by the Delaware General Corporation
Law, subject to very limited exceptions;
•the
Registrant is required to advance expenses, as incurred, to its
directors and officers in connection with a legal proceeding to the
fullest extent permitted by the Delaware General Corporation Law,
subject to limited exceptions; and
•the
rights conferred in the bylaws are not exclusive.
The Registrant has entered into indemnification agreements with its
directors and executive officers, which provide for indemnification
and advancements by the Registrant of certain expenses and costs
under certain circumstances. At present, there is no pending
litigation or proceeding involving a director or executive officer
of the Registrant for which indemnification is sought. The
indemnification provisions in the Registrant’s Certificate of
Incorporation, Bylaws and the indemnification agreements entered
into between the Registrant and each of its directors and executive
officers may be sufficiently broad to permit indemnification of the
Registrant’s directors and executive officers for liabilities
arising under the Securities Act.
The Registrant has directors’ and officers’ liability insurance for
securities matters.
Item 16. Exhibits and Financial Statement Schedules.
(a)Exhibits.
The exhibits listed below are filed as part of this registration
statement
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Exhibit
Number
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Description |
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Incorporated by Reference |
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Form |
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Exhibit |
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Filing Date |
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2.1† |
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8-K |
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2.1 |
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1/12/2021 |
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3.1 |
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8-K |
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3.1 |
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6/17/2021 |
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3.1.1 |
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8-K |
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3.1.1 |
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6/17/2021 |
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3.2 |
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8-K |
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3.2 |
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6/17/2021 |
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4.1 |
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Specimen Common Stock Certificate |
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4.2 |
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8-K |
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4.1 |
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6/17/2021 |
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5.1 |
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S-1 |
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5.1 |
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4/18/2022 |
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10.1 |
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S-4/A |
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10.11 |
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5/7/2021 |
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10.2 |
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8-K |
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10.12 |
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6/17/2021 |
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23.1* |
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23.2 |
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24.1 |
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S-1 |
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Signature Page |
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4/18/2022 |
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107 |
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S-1 |
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107 |
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4/18/2022 |
__________________
*Filed
herewith.
†Certain
of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant
agrees to furnish supplementally a copy of all omitted exhibits and
schedules to the SEC upon its request.
(b)Financial
Statement Schedules.
Schedules not listed above have been omitted because the
information required to be set forth therein is not applicable or
is shown in the financial statements or notes thereto.
Item 17. Undertakings.
(a)The
undersigned registrant hereby undertakes:
(1)to
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
(i)to
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the “Securities
Act”);
(ii)to
reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the effective
registration statement; and
(iii)to
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (i), (ii) and (iii) do not apply
if the registration statement is on Form S-3 and the information
required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) that are incorporated by reference in the
registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration
statement;
(2)that,
for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof;
(3)to
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering;
(4)that,
for the purpose of determining liability under the Securities Act
to any purchaser: each prospectus filed pursuant to Rule 424(b) as
part of a registration statement relating to an offering, other
than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date
it is first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such date of first use;
and
(5)that,
for the purpose of determining liability of the registrant under
the Securities Act to any purchaser in the initial distribution of
the securities, the undersigned registrant undertakes that in a
primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:
(i)any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
(ii)any
free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii)the
portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of an
undersigned registrant; and
(iv)any
other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
(b)That,
for the purpose of determining liability of the registrant under
the Securities Act of 1933, each filing of the registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to
section 15(d) of the Exchange Act ) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(h)Insofar
as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense
of any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has
duly caused this Post-Effective Amendment No. 1 to Form S-1 on Form
S-3 to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Burlingame, State of California, on this
4th day of November, 2022.
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PROTERRA INC |
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By: |
/s/ Gareth T. Joyce |
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Name: |
Gareth T. Joyce |
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Title: |
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Gareth T.
Joyce and Karina F. Padilla, and each of them, as his or her true
and lawful attorneys-in-fact, proxies and agents, each with full
power of substitution and resubstitution and full power to act
without the other, for him or her in any and all capacities, to
sign any and all amendments to this registration statement
(including post-effective amendments or any abbreviated
registration statement and any amendments thereto filed pursuant to
Rule 462(b) increasing the number of securities for which
registration is sought), and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact, proxies and agents full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully for all intents and
purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact, proxies and agents,
or their or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Form S-1 on Form S-3 has
been signed by the following persons in the capacities and on the
dates indicated.
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Signature |
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Title |
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Date |
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/s/ Gareth T. Joyce |
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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November 4, 2022 |
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Gareth T. Joyce
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/s/ Karina F. Padilla |
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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November 4, 2022 |
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Karina F. Padilla
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* |
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Chairperson of the Board |
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November 4, 2022 |
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John J. Allen
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/s/ Jan Hauser |
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Director |
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November 4, 2022 |
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Jan Hauser
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* |
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Director |
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November 4, 2022 |
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Mary Louise Krakauer
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* |
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Director |
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November 4, 2022 |
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Roger M. Nielsen
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* |
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Director |
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November 4, 2022 |
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Brook F. Porter
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* |
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Director |
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November 4, 2022 |
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Joan Robinson-Berry |
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* |
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Director |
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November 4, 2022 |
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Jeannine P. Sargent
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* |
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Director |
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November 4, 2022 |
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Constance E. Skidmore
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* |
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Director |
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November 4, 2022 |
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Michael D. Smith
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* By: |
/s/ Gareth T. Joyce |
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Gareth T. Joyce, attorney in fact |
ArcLight Clean Transition (NASDAQ:ACTCU)
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From Feb 2023 to Mar 2023
ArcLight Clean Transition (NASDAQ:ACTCU)
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From Mar 2022 to Mar 2023
