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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): February 17, 2023
Proterra Inc
(Exact name of registrant as specified in its charter)
Delaware
001-39546
90-2099565
(State or other jurisdiction of
incorporation or organization)		(Commission
File Number)		(I.R.S. Employer
Identification Number)
1815 Rollins Road
Burlingame, California 94010
(Address of registrant’s principal executive offices, and 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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  ☐Pre-commencement communication 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per sharePTRAThe Nasdaq Stock Market LLC

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

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 1.01 Entry into a Material Definitive Agreement

On February 17, 2023, Proterra Inc (the “Company”) entered into a Waiver (the “Waiver”) with CSI Prodigy Holdco LP, CSI Prodigy Co-Investment LP, CS GP I LLC and CSI PRTA Co-Investment LP (collectively, the “Cowen Parties”) to that certain previously disclosed Note Purchase Agreement, dated as of August 4, 2020 (as amended), by and among Proterra Operating Company, Inc., as issuer (the “Issuer”), the Investors (as defined therein) from time to time party thereto, the Guarantors (as defined therein) from time to time party thereto and CSI GP I LLC, as collateral agent (the “Purchase Agreement”), and the senior secured convertible promissory notes issued with respect thereto (the “Notes”).

Pursuant to Section 7.1(k) of the Purchase Agreement, the Company is required to maintain Liquidity (as defined therein) as of the last day of each quarter of not less than the greater of (a) seventy-five million dollars and (b) an amount equal to the product of multiplying (i) the amount of Cash Burn (as defined therein) from operations for the three-month period ending on the end of such month by (ii) four (“Minimum Liquidity Covenant”), and pursuant to Section 7.1(a) of the Purchase Agreement, the Company is required to provide Investors (as defined therein) certain financial and other information with respect to each completed fiscal period (“Reporting Covenant”).

Pursuant to the Waiver, the Required Holders (as defined therein) have agreed to a limited waiver of (i) the Minimum Liquidity Covenant and the related obligations under Section 7.1(k) of the Purchase Agreement for the quarter ending December 31, 2022, and the related obligations under the Notes, requiring Liquidity of at least four times the Cash Burn defined in the Purchase Agreement and of the Reporting Covenant pursuant to Section 7.1(a) for specified fiscal period, and (ii) the Reporting Covenant under Section 7.1(a) of the Purchase Agreement and the related obligations under the Notes with respect to the fiscal periods ending March 31, 2021 through and including December 31, 2022. The Waiver provides for retroactive effect, such that, no default or event of default shall have occurred due to the Company’s or any Guarantor’s failure to observe or perform any covenant under the foregoing sections of the Purchase Agreement for the foregoing periods.

The description of the Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the Waiver, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit NumberExhibit Description
10.1
104Inline XBRL for the cover page of this Current Report on Form 8-K.

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

Date: February 24, 2023

PROTERRA INC
By:/s/ Karina F. Padilla
Name:
Karina F. Padilla
Title:Chief Financial Officer
EX 10.1
Proterra Inc
February 17, 2023
PRIVATE AND CONFIDENTIAL
Via: Email
CSI I Prodigy Holdco LP
CSI Prodigy Co-Investment LP
CSI GP I LLC
CSI PRTA Co-Investment LP
599 Lexington Avenue, 20th Floor
New York, NY 10022
Re: Waiver Pursuant to Note Purchase Agreement and Secured Convertible Promissory Notes
Ladies and Gentlemen:
We refer to that certain Note Purchase Agreement, dated as of August 4, 2020, by and among Proterra Inc (the “Company”), the Investors (as defined therein) from time to time party thereto, the Guarantors (as defined therein) from time to time party thereto and CSI GP I LLC, as collateral agent (the “Purchase Agreement”), and the Secured Convertible Promissory Notes in the initial aggregate principal amount of $200,000,000.00 issued pursuant thereto (the “Notes”). CSI Prodigy Holdco LP, CSI Prodigy Co-Investment LP, CS GP I LLC and CSI PRTA Co-Investment LP (collectively, the “Cowen Parties”) purchased and continue to hold Notes in initial aggregate principal amount of $150,000,000.00. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement.
The Company requests a limited waiver pursuant to Section 10.11 of the Purchase Agreement of: (a) Section 7.1(a) of the Purchase Agreement and the related obligations under the Notes for the periods ending March 31, 2021 through and including December 31, 2022, and (b) Section 7.1(k) of the Purchase Agreement and the related obligations under the Notes for the quarter ending December 31, 2022. The waiver in the foregoing sentence shall, where applicable and as permitted by Section 10.11 of the Purchase Agreement, be given retroactive effect notwithstanding the date of this letter and, notwithstanding any terms set forth the Purchase Agreement and for the avoidance of doubt, no Default or Event of Default shall have occurred due to the Company’s or any Guarantor’s failure to observe or perform any covenant under Section 7.1(a) and/or Section 7.1(k) for the periods set forth in the foregoing sentence.
Section 10.11 of the Purchase Agreement provides that any term of the Financing Documents may be amended and the observance of any term of the Financing Documents may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and (a) the holders of Notes representing the majority of the aggregate Principal Balances (as defined in the Notes) of all the Notes then outstanding and (b) if the Cowen Investors, in the aggregate, hold Notes having an aggregate stated principal amount (excluding any increase thereto for PIK interest) in excess of fifty million Dollars ($50,000,000), the Cowen Investors holding a majority of the aggregate Principal Balances (as defined in the Notes) of all of the Notes held by Cowen Investors ((a) and (b) together, the “Required Holders”), and that any such amendment or waiver shall be binding upon each holder of the Notes then outstanding, each future holder of such securities, and the Company.
By the signatures of the Required Holders below, the Required Holders, subject to the terms and conditions described herein, grant the limited waiver under Section 7.1(a) and Section 7.1(k) of the Purchase Agreement. For


the avoidance of doubt, except as otherwise expressly provided herein, this waiver does not change, modify, amend or waive any other terms and conditions of the Notes, the Purchase Agreement or any other documents or instruments related to any of the foregoing.
This waiver may be executed in two or more counterparts, including delivery by electronic transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
This waiver shall be governed by and construed in accordance with the internal laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.
[Signature Page Follows]



If you are in agreement with the foregoing, please sign a counterpart copy of this waiver and return same to my attention.
Very truly yours,
PROTERRA INC
By:/s/ Gareth Joyce
Name:Gareth Joyce
Title:CEO

ACCEPTED AND AGREED TO:
CSI I PRODIGY HOLDCO LP
By: CSI GP I LLC, its general partner
By:/s/ Vusal Najafov
Name:Vusal Najafov
Title:Co-head of Cowen Sustainable Investment
ACCEPTED AND AGREED TO:
CSI PRODIGY CO-INVESTMENT LP
By: CSI GP I LLC, its general partner
By:/s/ Vusal Najafov
Name:Vusal Najafov
Title:Co-head of Cowen Sustainable Investment
CSI PRTA CO-INVESTMENT LP
By: CSI GP I LLC, its general partner
By:/s/ Vusal Najafov
Name:Vusal Najafov
Title:Co-head of Cowen Sustainable Investment
CSI GP I LLC
By:/s/ Vusal Najafov
Name:Vusal Najafov
Title:Co-head of Cowen Sustainable Investment