On December 22, 2020, XL Fleet formed as a merger of Pivotal Investment Corporation II and  XL Hybrids, Inc., a special purpose acquisition company. Pivotal stated in its Registration Statement seeking shareholder approval of the merger that XL Hybrids relies on a limited number of customers for a large portion of its revenue, noting that the loss of one or more customers could adversely and materially affect its business operations. It was also indicated in the Registration Statement that delays in design, production, and launch of its products could also harm its financial condition, business, and operating results. After the merger, XL Fleet touted its financial results, stating that “the third quarter of 2020 was the highest for a single quarter in the Company’s history,”, also touting its product offerings and contracts. On March 3, 2021, a report was published by Muddy Waters Research alleging that salespeople at XL Fleet Corp. “were pressured to inflate their sales pipelines materially in order to mislead XL’s board and investors” and that “customer reorder rates are in reality quite low” due to “poor performance and regulatory issues.” The report, citing interviews with former employees,  alleges that “at least 18 of 33 customers XL featured were inactive.” It is also claimed by Muddy Waters that XL Fleet did not generate claimed ROIs for customers and that its technology is “weak.” On March 3, 2021 XL’s share price fell $2.09, or 13%, on this news, to close at $13.86 per share. On March 5, 2021, the price share continued to decline over two trading sessions to close at $11.17.

XL Fleet Corp.

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