The information contained on this web page is only a summary of information presented in more detail in the Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear, which you can access by clicking here. Because this website is just a summary, you should review the Notice for additional details.

Notice of Pendency of Class Action: Please be advised that your rights will be affected by the above-captioned stockholder class action (the “Action”) pending in the Court of Chancery of the State of Delaware (the “Court”) if you were (a) a public stockholder of Pivotal Investment Holdings II, LLC (“Pivotal II” or the “Company”) common stock at any time during the period between the close of business on December 7, 2020 and December 21, 2020 (the “Redemption Class Period”) and/or (b) a public stockholder of Pivotal II as of December 21, 2020 and who hold such stock (as holders of Spruce Power Holding Corp.) as of the date Settlement is approved by the Court and becomes Final (the “Charter Violation Class Period” and together with the Redemption Class Period, the “Class Periods”).

Notice of Settlement: Please also be advised that Plaintiffs Cody Laidlaw and Irfan Janmohamed (“Plaintiffs”), individually and on behalf of the Classes (defined in Paragraph 21 below); (ii) defendants Jonathan J. Ledecky, Kevin Griffin, Sarah Sclarsic, Efrat Epstein, Katrina Adams (collectively, the “Individual Defendants”), Pivotal Investment Holdings II, LLC (together with the Individual Defendants, the “Defendants”); and (iii) defendant XL Fleet Corp. (“XL Fleet” or the “Company”), now renamed Spruce Power Holding Corp. (“Spruce” and together with Plaintiffs and Defendants, the “Parties,” and each a “Party”) have reached a proposed settlement for $4,750,000 in cash (the “Settlement Amount”) as set forth in the Stipulation (the “Settlement”). The Settlement, if approved, will resolve all claims in the Action.

If you are a member of one or both of the Classes, you are subject to the Settlement. The Classes are preliminary certified by the Court solely for purpose of the Settlement, consisting of:

The Redemption Class: All record and beneficial holders of Pivotal II Class A Common Stock, whether held as separate shares of Common Stock or as part of Public Units, directly or indirectly, who held such stock between the close of business on December 7, 2020 (the “Record Date”) and December 21, 2020 (the “Closing Date”) (the “Redemption Class Period”), and their successors in interest, who were injured by Defendants’ breaches of fiduciary duties and other violations of law, but excluding: (i) stockholders who redeemed 100% of their shares in connection with the Merger; (ii) holders of Pivotal II Class A Common Stock who did not have the right to exercise redemption rights; (iii) (a) Defendants; (b) members of the immediate family of any Individual Defendant; (c) any person who was a manager or managing member  of any Defendant during the Class Periods and any members of their immediate family; (d) any parent, subsidiary, or affiliate of Defendants; (e) any entity in which any Defendant or any other excluded person or entity has, or had during the Class Periods, a controlling interest; and (f) the legal representatives, agents, affiliates, heirs, estates, successors, or assigns of any such excluded persons or entities; and (iv) (a) the Company; and (b) any person who was an officer or director of the Company during the Class Periods and any members of their immediate family;

The Charter Violation Class: All record and beneficial holders of Pivotal II Class A Common Stock, whether held as separate shares of Common Stock or as part of Public Units, directly or indirectly, who held such stock as of the Closing Date and who hold such stock (as stockholders of Spruce) as of the date the Settlement is approved by the Court and becomes Final (as defined in the Stipulation) (the “Charter Violation Class Period”), but excluding: (i) stockholders who redeemed 100% of their shares in connection with the Merger; (ii) holders of Pivotal II Class A Common Stock who did not have the right to exercise redemption rights; (iii) (a) Defendants; (b) members of the immediate family of any Individual Defendant; (c) any person who was a manager or managing member of any Defendant during the Class Periods and any members of their immediate family; (d) any parent, subsidiary, or affiliate of Defendants; (e) any entity in which any Defendant or any other excluded person or entity has, or had during the Class Periods, a controlling interest; and (f) the legal representatives, agents, affiliates, heirs, estates, successors, or assigns of any such excluded persons or entities; and (iv) (a) the Company; and (b) any person who was an officer or director of the Company during the Class Periods and any members of their immediate family.

PLEASE NOTE: The Classes are non-opt-out settlement class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Accordingly, Class Members do not have the right to exclude themselves from the Classes.

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. The Notice explains how Class members will be affected by the Settlement. 

 If you have questions, you may call the XL Fleet (Pivotal) Stockholder Litigation Help Line at 1-877-888-4955 or email info@PivotalXLFleetStockholderLitigation.com