UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~January~~February 251, 2024

Proterra Inc
(Exact name of registrant as specified in its charter)

Delaware	001-39546	90-2099565
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1815 Rollins Road Burlingame, California 94010
(Address of principal executive offices, including zip code)

(864) 438-0000
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 72.01 ~~Regulation~~Completion FDof ~~Disclosure~~Acquisition or Disposition of Assets

As previously disclosed, on August 7, 2023, Proterra Inc, a Delaware corporation (the “Company”), and its subsidiary Proterra Operating Company, Inc. (collectively, the “Debtors”) filed voluntary petitions under Chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (such court, the “Bankruptcy Court” and such proceedings, the “Chapter 11 Cases”). The Chapter 11 Cases are currently jointly administered under the caption In re Proterra Inc, Case No. 23-11120 (BLS). The Debtors continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

As previously disclosed, ~~(i)~~ on ~~December~~November 179, 2023, ~~the~~following ~~Debtors~~a Bankruptcy ~~filed~~Court-supervised ~~the~~process ~~Joint~~pursuant ~~Chapter~~to 11Bankruptcy ~~Plan~~Court-approved ofbidding ~~Reorganization~~procedures, ~~for~~the ~~Proterra~~Debtors ~~Inc~~entered ~~and~~into ~~its Debtor Affiliate and~~ a ~~related~~certain ~~proposed~~asset ~~form~~purchase ~~of disclosure~~agreement ~~statement with~~ (the ~~Bankruptcy~~“Powered ~~Court, (ii~~APA”) onwith ~~January~~Volvo 2,Battery ~~2024,~~Solutions ~~the~~LLC ~~Debtors~~(“Volvo”), ~~filed~~part ~~the First Amended Joint Chapter 11 Plan~~ of ~~Reorganization for~~Volvo ~~Proterra~~Group, ~~Inc~~ and ~~its~~Mack ~~Debtor~~Trucks, ~~Affiliate and a related~~Inc., ~~amended~~as guarantor ~~proposed~~of ~~form~~certain obligations of ~~disclosure~~Volvo ~~statement~~under ~~with~~ the ~~Bankruptcy~~Powered ~~Court~~APA, ~~(iii)~~ onfor ~~January~~the ~~15,~~sale ~~2024,~~of ~~the~~substantially ~~Debtors~~all ~~filed~~of the ~~Second~~Debtors’ ~~Amended~~assets ~~Joint~~used ~~Chapter~~in the 11conduct ~~Plan~~ of ~~Reorganization~~the ~~for~~ Proterra ~~Inc~~Powered ~~and~~business ~~its~~(the ~~Debtor Affiliate~~“Powered ~~and~~Assets”) ato ~~related,~~Volvo ~~amended~~as ~~proposed~~described ~~form~~in ~~of disclosure statement with~~ the ~~Bankruptcy~~Powered ~~Court~~APA ~~and~~ (ivthe “Powered Sale”). onThe ~~January~~Powered ~~22,~~Sale ~~2024,~~was ~~the Debtors~~subject ~~filed~~to the ~~Third~~approval ~~Amended Joint Chapter 11 Plan~~ of ~~Reorganization~~the ~~for~~Bankruptcy ~~Proterra~~Court. ~~Inc~~The ~~and~~Bankruptcy ~~its~~Court ~~Debtor~~entered ~~Affiliate~~an ~~and~~order aapproving ~~related,~~the ~~amended~~Powered ~~proposed~~Sale ~~form~~on ofNovember ~~disclosure~~29, ~~statement with the Bankruptcy Court~~2023.

On ~~January~~February 251, 2024, the Debtors ~~filed with the Bankruptcy Court a solicitation version of the proposed Third Amended Joint Chapter 11 Plan of Reorganization for Proterra Inc~~ and ~~its~~Volvo ~~Debtor~~consummated ~~Affiliate, dated as of January 25, 2024 (~~the ~~“Proposed Plan”), and a solicitation version of a related disclosure statement (the “Disclosure~~Powered ~~Statement”)~~Sale. The ~~Proposed~~purchase ~~Plan~~price ~~and~~for the ~~related~~Powered ~~Disclosure~~Assets ~~Statement~~was ~~describe,~~approximately ~~among~~$223 ~~other things~~million, plus the ~~terms~~assumption of ~~the Proposed Plan; the events leading up to the Chapter 11 Cases;~~ certain ~~events~~liabilities ~~that~~and ~~have occurred or are anticipated to occur during~~ the ~~Chapter 11 Cases,~~payment ~~including the ongoing solicitation~~ of ~~votes to approve the Proposed Plan from~~ certain ofcure ~~the Debtors’ creditors~~amounts. The terms of the Proposed Plan continue to provide that holders of the Company’s common stock will not receive any recovery on account of those shares following the conclusion of the Chapter 11 Cases.

~~Copies~~The offinancial ~~the~~impact ~~Proposed~~to ~~Plan~~the ~~and~~Company of the ~~Disclosure~~disposition ~~Statement~~of ~~are~~the ~~attached hereto~~Powered asAssets ~~Exhibits~~will ~~99.1~~be ~~and~~reflected ~~99.2,~~in ~~respectively,~~the tomonthly ~~this~~operating ~~Current~~reports ~~Report~~of onthe ~~Form~~Company ~~8-K~~commencing ~~(“Form~~for ~~8-K”)~~the ~~and~~month ~~incorporated~~of ~~into~~February ~~this Item 7~~2024.~~01 by reference.~~

The ~~information~~Company ~~contained~~expects inthat ~~Item~~no ~~7.01~~proceeds ~~and~~from ~~Exhibits~~the ~~99.1~~Powered Sale will –be ~~99.2~~distributed to ~~this~~the ~~report~~Company’s ~~shall~~stockholders. ~~not~~The beChapter ~~deemed~~11 ~~“filed”~~Cases ~~for~~remain ~~purposes~~pending. ofThe ~~Section 18~~terms of the ~~Securities~~proposed ~~Exchange~~Third ~~Act~~Amended ofJoint ~~1934,~~Chapter as11 ~~amended~~Plan ~~(the~~of ~~“Exchange~~Reorganization ~~Act”),~~for Proterra Inc and ~~shall~~its ~~not~~Debtor beAffiliate, ~~incorporated~~as byfiled ~~reference~~with ~~into~~the ~~any~~Bankruptcy ~~previous~~Court oron ~~future~~January ~~registration~~25, 2024, ~~statement~~provide ~~filed~~that ~~under~~holders of the ~~Securities~~Company’s ~~Act~~common ofstock ~~1933,~~will asnot ~~amended~~receive ~~(the~~any ~~“Securities~~recovery ~~Act”),~~on ~~unless~~account ~~specifically~~of ~~identified~~those ~~therein~~shares following the conclusion asof ~~being~~the ~~incorporated~~Chapter by11 ~~reference~~Cases.

The Powered APA, as well as other filings for the Debtors’ bankruptcy proceedings and further information regarding such proceedings can be accessed free of charge at a website maintained by the Debtors’ claims, noticing, and solicitation agent, Kurtzman Carson Consultants LLC, at www.kccllc.net/proterra. The information in that website or available elsewhere is not incorporated by reference and does not constitute part of this Current Report on Form 8-K (“Form 8-K”).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

Resignation of David S. Black as Chief Financial Officer

On February 1, 2024, in connection with the closing of the Powered Sale, David S. Black resigned as Chief Financial Officer of the Company.

Resignation of Christopher L. Bailey as Chief Business Officer

On February 1, 2024, in connection with the closing of the Powered Sale, Christopher L. Bailey resigned as Chief Business Officer of the Company.

Resignation of Jeffrey D. Embt as Chief Accounting Officer

On February 1, 2024, in connection with the closing of the Powered Sale, Jeffrey D. Embt resigned as Chief Accounting Officer of the Company.

Resignation of Julian R. Soell as Chief Operating Officer

As previously disclosed, Julian R. Soell resigned as Chief Operating Officer of the Company, effective March 15, 2024. Mr. Soell’s resignation has been revised to take effect February 2, 2024.

(c)

Appointment of Justin Derek Pugh as Acting Chief Financial Officer

Justin Pugh, has served as Chief Transformation Officer of the Debtors since August 7, 2023. In his capacity as Chief Transformation Officer of the Debtors, Mr. Pugh has authority to act on behalf of the Debtors in connection with activities related to operational analysis and reporting, negotiation with counterparties, and any other activities related to the Debtors Chapter 11 Cases, in each case as may be requested by the Debtors’ Chief Executive Officer.

Effective as of February 1, 2024, the Restructuring Committee of the Boards of Directors of the Debtors (which has been vested with the full power and authority of the Boards of Directors of the Debtors with respect to certain activities related to the Debtors’ Chapter 11 Cases) approved that Mr. Pugh, in his capacity as the Debtors’ Chief Transformation Officer, shall assume all of the responsibilities, and the authority to act on behalf of the Debtors, of the Debtors’ acting Chief Financial Officer until a permanent Chief Financial Officer is appointed; provided that, for the avoidance of doubt, Mr. Pugh’s compensation as Chief Transformation Officer shall continue to be governed by the terms of that certain Chief Transformation Officer and Support Personnel agreement, dated as of August 7, 2023, between the Debtors and FTI Consulting, Inc. (“FTI”).

Mr. Pugh, age 42, is a Senior Managing Director at FTI, a global consulting firm, where he has worked since 2017. Mr. Pugh earned a bachelor’s degree in finance and a master’s degree in finance and mathematics from Louisiana State University and an MBA from the University of Rochester. He is a chartered financial analyst and certified public accountant. As previously disclosed by the Company in its Third Amended Disclosure Statement for Third Amended Proposed Joint Chapter 11 Plan of Reorganization for Proterra Inc and its Debtor Affiliate (Solicitation Version), attached as Exhibit 99.2 to a Current Report on Form 8-K filed on January 29, 2024, FTI serves as financial advisor to the Company to support their contingency planning efforts.

There is no family relationship between Mr. Pugh and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer, nor are there any arrangements between any of Mr. Pugh and any other persons pursuant to which Mr. Pugh was selected to serve as an officer.

Item 8.01 Other Events

AtResignation a hearing on January 23, 2024, the Bankruptcy Court announced, among other things, that it would approve the Debtors’ Disclosure Statement and the procedures to be used in connection with the solicitation of ~~votes~~Jeffrey ~~on the Proposed Plan (the “Solicitation and Voting Procedures”)~~E. OnMitchell ~~January~~as ~~25,~~General ~~2024, the Bankruptcy Court entered an order approving the Disclosure Statement and the Solicitation and Voting Procedures.~~Counsel

~~Now~~On ~~the~~February ~~Debtors~~1, ~~can~~2024, ~~commence~~in ~~solicitation~~connection ofwith ~~votes from their creditors for approval of~~ the ~~Proposed~~closing ~~Plan. Consummation~~ of the ~~Proposed Plan remains subject to Bankruptcy Court approval and satisfaction~~Powered ofSale, ~~other~~Jeffrey ~~conditions~~E. ~~The~~Mitchell ~~Debtors’~~resigned ~~proposed~~as ~~confirmation~~General ~~timeline,~~Counsel ~~which is subject to change by the Bankruptcy Court, currently contemplates that a hearing to consider confirmation~~ of the ~~Proposed Plan will begin on March 5, 2024~~Company.

Although the Debtors intend to pursue the objectives and the terms set forth in the Proposed Plan and the Disclosure Statement, there can be no assurance that the Proposed Plan will be approved by the Bankruptcy Court or that the Debtors will be successful in consummating the transactions set forth in the Proposed Plan or any similar transaction, on different terms or at all. This Form 8-K does not constitute a solicitation of votes to accept or reject the Proposed Plan. Any such solicitation will be made pursuant to and in accordance with the Solicitation and Voting Procedures approved by the Bankruptcy Court and applicable law, including orders of the Bankruptcy Court.

Information contained in the Proposed Plan is subject to change, whether as a result of amendments or supplements to the Proposed Plan, third-party actions, or otherwise, and should not be relied upon by any party. Such amendments and supplements will also be available for review and free of charge online at www.kccllc.net/proterra. Such amendments and supplements may be filed with the Bankruptcy Court without the filing of an accompanying current report on Form 8-K. The documents and other information available via website or elsewhere are not part of this Form 8-K and shall not be deemed incorporated herein.

Cautionary Note Regarding Trading in the Company’s Common Stock

The Company’s stockholders are cautioned that trading in shares of the Company’s common stock during the pendency of the Company’s bankruptcy proceedings will be highly speculative and will pose substantial risks. The terms of the ~~Proposed~~proposed Third Amended Joint Chapter 11 Plan of Reorganization for Proterra Inc and its Debtor Affiliate, as filed with the Bankruptcy Court on January 25, 2024, provide that holders of the Company’s common stock will not receive any recovery on account of those shares following the conclusion of the bankruptcy proceedings. As a result, the shares of common stock may have little or no value. Trading prices for the Company’s common stock may bear little or no relation to the absence of any recovery by holders thereof in the Company’s bankruptcy proceedings. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock.

Cautionary Note Regarding Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors, including risks and uncertainties relating to the Company’s Chapter 11 Cases. Many factors could cause actual future events to differ materially from the forward-looking statements in this Form 8-K, including risks and uncertainties set forth in the sections entitled “Risk Factors” in the Company’s Annual Report for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2023, as amended on May 1, 2023, the Company’s quarterly report for the three and nine months ended September 30, 2023, filed on November 6, 2023 or the Company’s other filings with the SEC. The forward-looking statements included in this Form 8-K speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its expectations.

~~Item 9.01 Financial Statements and Exhibits~~SIGNATURES

~~(d)~~Pursuant ~~Exhibits~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit		Description
99.1		Debtors’ Third Amended Proposed Joint Chapter 11 Plan of Reorganization For Proterra Inc and its Debtor Affiliate (Solicitation Version).
99.2		Debtors’ Third Amended Disclosure Statement for Debtors’ Third Amended Proposed Joint Chapter 11 Plan of Reorganization For Proterra Inc and its Debtor Affiliate (Solicitation Version).
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Date: February 1, 2024

~~SIGNATURES~~PROTERRA INC By: /s/ Gareth T. Joyce Name: Gareth T. Joyce Title: Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 29, 2024

PROTERRA, INC. By: /s/ Gareth T. Joyce Name: Gareth T. Joyce Title: Chief Executive Officer

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