WILMINGTON, Del., Feb. 3, 2025 /PRNewswire/ — 

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN RE XL FLEET (PIVOTAL)

STOCKHOLDER LITIGATION     

Consol. C.A. No. 2021-0808-KJSM

SUMMARY NOTICE OF PENDENCY AND PROPOSED

SETTLEMENT OF STOCKHOLDER CLASS ACTION,

SETTLEMENT HEARING, AND RIGHT TO APPEAR

TO: All record and beneficial holders of Pivotal Investment Corporation II (“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 all record and beneficial owners 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”), but excluding the Excluded Persons (as defined in the Stipulation and the Notice) (the “Classes”).¹

PLEASE READ THIS SUMMARY NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the “Court”), that the above-captioned stockholder class action (the “Action”) is pending in the Court.

YOU ARE ALSO NOTIFIED that (i) Plaintiffs Cody Laidlaw and Irfan Janmohamed (“Plaintiffs”), individually and on behalf of the Classes; (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”), a copy of which is available at www.PivotalXLFleetStockholderLitigation.com. The Settlement, if approved by the Court, will resolve all claims in the Action.

A hearing (the “Settlement Hearing”) will be held on March 21, 2025, at 1:30 p.m., before The Honorable Kathaleen St. Jude McCormick, Chancellor, either in person at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware, 19801, or remotely by telephone or videoconference (in the discretion of the Court), to, among other things: (i) determine whether to finally certify the Classes for settlement purposes only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) determine whether Plaintiffs and Plaintiffs’ Counsel have adequately represented the Classes, and whether Plaintiffs should be finally appointed as Class representatives for the Classes and Plaintiffs’ Counsel should be finally appointed as Class counsel for the Classes; (iii) determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to the Classes and in the best interests of the Classes; (iv) determine whether the Action should be dismissed with prejudice and the Releases provided under the Stipulation should be granted; (v) determine whether the Order and Final Judgment approving the Settlement should be entered; (vi) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vii) determine whether and in what amount any Fee and Expense Award should be paid to Plaintiffs’ Counsel out of the Settlement Fund; (viii) determine whether and in what amount any Representative Party Award should be paid to Plaintiffs out of the Fee and Expense Award; (ix) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or Plaintiffs’ Counsel’s application for a Fee and Expense Award; and (x) consider any other matters that may properly be brought before the Court in connection with the Settlement. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website, www.PivotalXLFleetStockholderLitigation.com.

If you are a member of one or both of the Classes, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund. If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator at XL Fleet (Pivotal) Stockholder Litigation, c/o A.B. Data, Ltd., P.O. Box 170500, Milwaukee, WI 53217. A copy of the Notice can also be downloaded from the Settlement website, www.PivotalXLFleetStockholderLitigation.com.

If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to Eligible Class Members in accordance with the terms of the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court. Pursuant to the proposed Plan of Allocation, each Eligible Class Member will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (a) the Net Settlement Fund; and (b) a fraction, the numerator of which is the number of Eligible Shares held by the Eligible Class Member, and the denominator of which is a number representing the total number of Eligible Shares (“Cash Payment”). As explained in further detail in the Notice at Paragraphs 35-43, Eligible Class Members do not have to submit a claim form to receive a payment from the Settlement.

Any objections to the Settlement, the proposed Plan of Allocation, or Plaintiffs’ Counsel’s application for the Fee and Expense Award must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiffs’ Counsel, Defendants’ Counsel, and Company Counsel such that they are received no later than March 7, 2025, in accordance with the instructions set forth in the Notice.

Please do not contact the Court or the Office of the Register in Chancery regarding this Summary Notice. All questions about this Summary Notice, the Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Lead Counsel.

Requests for the Notice should be made to the Settlement Administrator:

XL Fleet (Pivotal) Stockholder Litigation c/o A.B. Data, Ltd.

P.O. Box 170500

Milwaukee, WI 53217

Telephone: 877-888-4955

Email: info@PivotalXLFleetStockholderLitigation.com

Website:

www.PivotalXLFleetStockholderLitigation.com

Inquiries, other than requests for the Notice, should be made to Plaintiffs’ Counsel:

Michael J. Barry, Esq.

Grant & Eisenhofer P.A.

123 Justison Street

Wilmington, DE 19801

Telephone: (302) 622-7000

Email: mbarry@gelaw.com

BY ORDER OF THE COURT OF

CHANCERY OF THE STATE OF

DELAWARE:

Dated: January 16, 2025

¹ Any capitalized terms used in this Notice that are not otherwise defined in this Notice shall have the meanings given to them in the Amended Stipulation and Agreement of Compromise, Settlement, and Release between Plaintiffs, Defendants, and the Company, dated January 10, 2025 (the “Stipulation”). Copies of the Stipulation and the full Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear (the “Notice”) are available at the Settlement website, www.PivotalXLFleetStockholderLitigation.com.

SOURCE Grant & Eisenhofer P.A.