Filing Overview
Registrant: XL Fleet Corp., not Spruce Power Holding Corp. The Form 8-K was filed October 21, 2022, reporting an event dated October 20, 2022. The filing concerns NYSE continued-listing compliance and does not report a financial period or operating results.
Material Event and Listing Status
- The NYSE notified XL Fleet that it was not in compliance with Section 802.01C of the NYSE Listed Company Manual because its average closing share price was below $1.00 for 30 consecutive trading days.
- The company stated that it would notify the NYSE by November 3, 2022, that it intended to cure the deficiency.
- XL Fleet had six months from receipt of the NYSE notice to regain compliance. Compliance could be achieved if, on the last trading day of a calendar month during the cure period, both the closing price and the preceding 30-trading-day average closing price were at least $1.00.
- The company stated that it would consider available alternatives, including a potential reverse stock split requiring stockholder approval, no later than its next annual meeting if necessary.
- The common stock was expected to remain listed and traded on the NYSE during the cure period, subject to compliance with other NYSE listing standards.
Financial Metrics and Liquidity
The filing does not provide revenue, profit or loss, cash flow, margins, debt, liquidity, or other operating or financial metrics. It also does not provide guidance or an earnings outlook.
Risks and Forward-Looking Statements
- Management’s plans to regain compliance are forward-looking and depend on the company’s ability to satisfy the NYSE price requirements within the applicable cure period.
- Failure to regain compliance, or failure to meet other NYSE continued-listing standards, could result in additional listing consequences, including potential delisting.
- The filing incorporates by reference risks described in the company’s Form 10-K filed March 31, 2022, subsequent Form 10-Q filings, and future SEC filings.
- Exhibit 99.1 is identified as a press release dated October 21, 2022, but its substantive contents are not included in the provided filing text.
Key Facts to Verify
- Confirm that the intended company is XL Fleet Corp.; the request metadata identifies Spruce Power Holding Corp.
- Verify the date the NYSE deficiency notice was received and the precise six-month cure-period deadline.
- Monitor XL Fleet’s closing share price and 30-trading-day average against the $1.00 NYSE thresholds.
- Determine whether the company pursued a reverse stock split or another stockholder-approved action.
- Review Exhibit 99.1 and subsequent SEC filings for updates on listing compliance or delisting risk.