Form POS AM - Post-Effective amendments for registration statement
December 20 2023 - 8:45AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on December 20, 2023
Registration No. 333-257496
Registration No. 333-264346
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 REGISTRATION
STATEMENT NO. 333-257496
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-1 REGISTRATION
STATEMENT NO. 333-264346
UNDER
THE SECURITIES ACT OF 1933
PROTERRA INC
(Exact name of registrant as specified in its charter)
Delaware |
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3711 |
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98-1551379 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(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:
John C. Kennedy
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
United States
(212) 373-3025
Approximate date of commencement of proposed sale to the public: Not
applicable.
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, check the following box: ¨
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 post-effective amendment filed pursuant to Rule 462(d) 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. ¨
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a 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.
Large accelerated filer |
x |
Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
¨ |
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Emerging growth company |
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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. ¨
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments
(these “Post-Effective Amendments”) filed by Proterra Inc. (the “Company”) relate to the following
registration statements (together, “Registration Statements”):
| 1. | Registration Statement on Form S-1 No. 333-257496, which was filed with the U.S. Securities and Exchange
Commission (the “Commission”) on June 29, 2021 and declared effective by the Commission on July 9, 2021, registering
219,085,674 shares of the Company’s common stock par value, $0.0001 per share (the “Common Stock”); and |
| 2. | Registration Statement on Form S-1 No. 333-264346, which constitutes Post-Effective Amendment No.1 to
Registration Statement on Form S-1 No. 333-257496 and was filed with the Commission on April 18, 2022 and declared effective by the Commission
on April 26, 2022, as amended by Post-Effective Amendment No. 1, which was filed with the Commission on November 4, 2022 and declared
effective by the Commission on November 15, 2022, and Post-Effective Amendment No. 2, which was filed with the Commission on May 26, 2023
and declared effective by the Commission on June 1, 2023, registering up to 125,389,111 shares of Common Stock. |
As previously disclosed
on August 7, 2023, the Company and its subsidiary Proterra Operating Company, Inc. filed voluntary petitions (the “Chapter 11
Cases”) under Chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware.
As a result of the Chapter 11 Cases, the Company has terminated any and all offerings and sales of securities pursuant to each Registration
Statement. In accordance with an undertaking made by the Company in each Registration Statement to remove from registration, by means
of a post-effective amendment, any of the securities of the Company that had been registered under such Registration Statement which remain
unsold at the termination of such offering, the Company hereby removes from registration by means of this Post-Effective Amendment any
and all such securities registered but unsold under each Registration Statement. Each Registration Statement is hereby amended, as appropriate,
to reflect the deregistration of such securities and the Company hereby terminates the effectiveness of each Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the registrant has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Burlingame, State of California, on December 20, 2023.
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PROTERRA INC |
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By: |
/s/ Gareth T. Joyce |
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Gareth T. Joyce |
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Chief Executive Officer |
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Pursuant to Rule 478 under the Securities Act of 1933,
as amended, no other person is required to sign these Post-Effective Amendments to the Registration Statements.
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