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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): March 19, 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 March 19, 2023, Proterra Operating Company, Inc. (“Proterra OpCo”), a wholly owned subsidiary of Proterra Inc (the “Company” or “Proterra”) entered into a binding letter of intent (the “Binding Letter of Intent”) with CSI I Prodigy Holdco LP, CSI Prodigy Co-Investment LP, CSI GP I LLC and CSI PRTA Co-Investment LP (collectively, the “Cowen Parties”). Pursuant to the Binding Letter of Intent, Proterra OpCo and the Cowen Parties have agreed to the amendment of certain provisions contained in the Note Purchase Agreement, dated as of August 4, 2020 (the “Existing Purchase Agreement” and, as amended, the “Purchase Agreement”), by and among Proterra OpCo, the investors from time to time party thereto, the guarantors from time to time party thereto and CSI GP I LLC, as collateral agent (the “Collateral Agent”) pursuant to which secured convertible promissory notes in the initial aggregate principal amount of $200 million were issued (the “Existing Notes”), as well as the amendment of certain provisions to the Existing Notes held by the Cowen Parties in the aggregate principal amount of $150 million (the “Cowen Notes”). The Binding Letter of Intent sets forth the key provisions of the proposed amendments to the Existing Purchase Agreement and the Cowen Notes.
The proposed amendments to the Existing Purchase Agreement include: (i) providing for a waiver of the minimum Liquidity (as defined in the Existing Purchase Agreement) covenant in the Existing Purchase Agreement through May 31, 2024, and requiring a minimum Liquidity of $125,000,000 as of the last day of each quarter from the Effective Date through and including May 31, 2024, and (ii) waiving the requirement that the financial statements delivered by the Company be certified by the Company’s auditor without qualification (or similar notation) as to going concern for the Company’s consolidated financial statements for fiscal years 2022 and 2023.
The proposed amendments to the Cowen Notes also would extend the maturity date of the Cowen Notes to August 4, 2028 and include an increase in the annual interest rate of the Cowen Notes to 12.0% per annum, consisting of 5.0% in cash and 7.0% payment-in-kind (“PIK”) with the PIK default rate proportionally increased to 9%.
The proposed amendments also include (i) amending the mandatory conversion provision to provide for mandatory conversion only on or after the one-year anniversary of the effective date of the Purchase Agreement (the “Effective Date”) if the daily volume weighted average price of the Company’s common stock (the “Common Stock”) equals or exceeds (a) $15.00 after the first anniversary of the Effective Date to but not including the second anniversary of the Effective Date, or (b) $12.00 after the second anniversary of the Effective Date, in each case, over a period of 20 consecutive trading days and providing that if the mandatory conversion trigger is met, 1/3 of the aggregate principal amount of the Cowen Notes (plus interest accrued thereon) shall convert at $4.00 per share of Common Stock, 1/3 of the aggregate principal amount of the Cowen Notes (plus interest accrued thereon) shall convert at $5.00 per share of Common Stock, and 1/3 of the aggregate principal amount of the Cowen Notes (plus interest accrued thereon) shall convert at $6.00 per share of Common Stock, resulting in the conversion of all principal and interest due, and (ii) amending the optional conversion provision of the Cowen Notes to provide that the Cowen Parties shall have an additional option, at any time on or after the one-year anniversary of the Effective Date until maturity of the Cowen Notes, to convert 1/3 of the aggregate principal amount of the Cowen Notes (plus interest accrued thereon) at $4.00 per share of Common Stock, 1/3 of the aggregate principal amount of the Cowen Notes (plus interest accrued thereon) at $5.00 per share of Common Stock, and 1/3 of the aggregate principal amount of the Cowen Notes (plus interest accrued thereon) at $6.00 per share of Common Stock, which conversion right shall be exercisable in whole or in part from time to time; provided, however, that conversions may occur at any time or from time to time on or after the one-year anniversary of the Effective Date at a conversion price equal to a 25% discount to the lowest issuance price of an equity-linked instrument from the Effective Date to the date of conversion, subject to a $1.016 floor price.
In addition, the Binding Letter Agreement provides that upon conversion of the Cowen Notes, the number of shares of Common Stock deliverable upon conversion will be subject to certain limitations to be set forth in the Purchase Agreement until the time, if any, that the Company’s stockholders have approved (i) the issuance of more than 19.99% of the Company's outstanding Common Stock in accordance with Nasdaq listing standards and (ii) an amendment to the Company’s certification of incorporation to increase the number of authorized shares of Common Stock.


The proposed amendments include an obligation that the Company use its best efforts to seek stockholder approval as promptly as practicable and no later than the Company’s 2023 annual meeting of stockholders; provided that if shareholder approval is not received at such meeting, the Company must receive any such approvals as promptly as practicable by calling a special meeting of stockholders every 6 months thereafter until such approvals are received). The proposed amendments also provide that no “person” or “group” (within the meaning of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) will be entitled to receive any Common Stock otherwise deliverable pursuant to the Cowen Notes to the extent that such receipt would cause such person or group to become, directly or indirectly, a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 40% of the Common Stock outstanding at such time.
The terms of the Cowen Notes and Purchase Agreement not otherwise provided for in the Binding Letter of Intent are expected to be substantially the same as the Existing Purchase Agreement and the Existing Notes.
The Binding Letter of Intent also provides that the execution of definitive documents reflecting the proposed amendments is subject to Proterra OpCo and the Cowen Parties obtaining an amendment to that certain Intercreditor Agreement, dated as of August 4, 2020, by and between the Collateral Agent and Bank of America and acknowledged by Proterra OpCo (the “Intercreditor Agreement”), on terms mutually satisfactory to the parties. The Binding Letter of Intent may be terminated at any time prior to the Effective Date by mutual written agreement of the parties.
The parties intend to negotiate and enter into definitive agreements reflecting the foregoing terms; however, there is no assurance that the parties will obtain an amendment to the Intercreditor Agreement or execute definitive agreements in a timely manner, on the foregoing terms or at all.

A copy of the Binding Letter of Intent is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Binding Letter of Intent does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant

See Item 1.01 above, which is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure
On March 20, 2023, the Company issued a press release announcing the entry into the Binding Letter of Intent. A copy of the press release issued by the Company described above is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events

On March 17, 2023, the Company filed its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”), which included Exhibit 23.1 for the consent of KPMG LLP. Although the date of the audit opinion (the “Audit Opinion”) included in the Form 10-K was correctly dated March 17, 2023, and the consent provided by KPMG LLP correctly referenced such date, due to a clerical error in the filing process, the exhibit inadvertently included a reference to an incorrect date of the Audit Opinion. Exhibit 23.1 has been corrected to reflect the actual language in the consent of KPMG LLP, is attached hereto as Exhibit 23.1, and does not change any previously reported financial results or any other disclosures contained in the Form 10-K.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.


Forward-looking statements include, but are not limited to, statements regarding the execution of amendments to the Existing Purchase Agreement, Cowen Notes and Intercreditor Agreement, including the timing and final terms thereof; the parties’ ability to enter into definitive agreements in a timely manner, on the terms set forth in the Binding Letter of Intent or at all; the Company's ability to satisfy covenants contained in the Purchase Agreement, including the minimum liquidity requirement and requirement to deliver unqualified financial statements; the timing and outcome of any shareholder meetings and related shareholder approvals; and expectations regarding the Company’s potential and future activities and performance. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, 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 SEC on March 17, 2023 or the Company’s other filings with the SEC. The forward-looking statements included in this press release 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.

(d) Exhibits.
Exhibit NumberExhibit Description
10.1
23.1
99.1
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: March 20, 2023


PROTERRA INC
By:
/s/ Gareth T. Joyce
Name:
Gareth T. Joyce
Title:Chief Executive Officer
Exhibit 10.1
BINDING LETTER OF INTENT
DATED AS OF MARCH 19, 2023
Reference is made to that certain Note Purchase Agreement, dated as of August 4, 2020, by and among Proterra Operating Company, Inc., a Delaware corporation formerly known as 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 “Existing Purchase Agreement” and, as amended, the “Purchase Agreement”), and the Secured Convertible Promissory Notes in the initial aggregate principal amount of $200,000,000.00 issued pursuant thereto (the “Existing Notes” and, as amended, 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 Existing 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 Existing Purchase Agreement.
The terms of the Purchase Agreement and Notes, to the extent not otherwise provided for in this term sheet, shall be substantially the same as the Existing Purchase Agreement and Existing Notes, as adjusted to reflect the amendments below and with such other mechanical changes as are mutually and reasonably agreed between the parties.
In consideration of the terms and conditions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


CURRENT
AMENDMENT
COUPON / DIVIDEND
9.5% per annum (5% cash / 4.5% PIK), with the PIK default rate being 6.5%
12.0% per annum (5.0% cash / 7.0% PIK), with the PIK default rate being 9%
MANDATORY CONVERSION
$9.86 (met if volume weighted average price exceeds the applicable level over a period of 20 consecutive trading days)
Mandatory conversion provisions amended to provide for mandatory conversion only on or after the one-year anniversary of the amendment effective date and only if the daily volume weighted average price of the Common Stock equals or exceeds (i) $15.00 after the first anniversary of the amendment effective date to but not including the second anniversary of the amendment effective date, or (ii) $12.00 after the second anniversary of the amendment effective date, in each case, over a period of 20 consecutive trading days. If mandatory conversion trigger is met, 1/3 of outstanding principal amount of Notes (plus interest accrued thereon) shall convert at each of $4.00, $5.00 and $6.00 per share of Common Stock, resulting in the conversion of all principal and interest due.


OPTIONAL CONVERSION
Option to convert at 25% discount to new equity-linked instrument.
Cowen Parties to have an additional option, at any time on or after the one-year anniversary of the amendment effective date until maturity of the Notes, to convert 1/3 of the aggregate principal amount of the Notes (plus interest accrued thereon) at $4.00 per share of Common Stock, 1/3 of the aggregate principal amount of the Notes (plus interest accrued thereon) at $5.00 per share of Common Stock, and 1/3 of the aggregate principal amount of the Notes (plus interest accrued thereon) at $6.00 per share of Common Stock, which conversion right shall be exercisable in whole or in part from time to time. Option to convert at a 25% discount to new equity-linked instrument is retained; provided, however, that conversion may occur at any time or from time to time on or after the one-year anniversary of the amendment effective date at a Conversion Price equal to a 25% discount to the lowest issuance price of an equity-linked instrument from the amendment effective date to the date of conversion; provided further that the Conversion Price shall not be adjusted below $1.016.

For the avoidance of doubt, if the Company has issued an equity-linked instrument after the amendment effective date, as specified above in this section, payments to the holders of Notes upon a liquidation event pursuant to clause (ii) of Section 2.2 of the Notes shall be calculated with reference to the lowest of the above Conversion Prices (including a 25% discount to the lowest issuance price of such equity-linked instrument) despite the holders having not converted at the time of such equity-linked instrument.


STOCKHOLDER APPROVAL
N/A
The Company shall use its best efforts to, as promptly as practicable after amendment effective date, and in any case no later than the Company’s 2023 annual meeting of stockholders, the Company shall cause to be held a meeting of the Company’s stockholders and shall cause to be presented to the Company’s stockholders for their approval at such meeting, and recommend the approval of, (i) an amendment to the Company’s certificate of incorporation, increasing the number of authorized shares of Common Stock to an amount that is sufficient, in the Company’s sole judgment, to issue shares of Common Stock pursuant to the terms of any then outstanding convertible or exchangeable securities or contractual obligations (other than the Notes), to settle the conversion of all then-outstanding Notes at the applicable Conversion Price then applicable (the “Authorized Share Amendment”), and (ii) the issuance of more than 19.99% of the Company’s outstanding shares of Common Stock at an issue price below the “minimum price” in payment of interest and settlement of conversions of the Notes in accordance with Nasdaq Stock Market Rule 5635 (the ”Nasdaq Stockholder Approval”). If such approvals are not received as provided in the immediately preceeding sentence, the Company shall continue to use its best efforts to receive such approvals as promptly as practicable, including by calling and holding a meeting of stockholders at which the Company seeks such stockholder approvals every six months thereafter until such stockholder approvals are received.


EQUITY ISSUANCE CAP
N/A
Notwithstanding anything herein to the contrary, unless and until the Company obtains Nasdaq Stockholder Approval, upon conversion of the Notes in accordance with the listing standards of The Nasdaq Global Select Market, the number of shares of Common Stock deliverable upon conversion of all Notes in the aggregate will be subject to, and shall not exceed the Share Cap (as defined below). Any conversions that will exceed the Share Cap shall, at the election of the noteholder, either (i) be retained as Notes or (ii) be payable in cash in an amount equal to the number of shares of Common Stock in excess of such cap multiplied by the simple average of the daily volume weighted average price of the Common Stock for the 20 trading days ending on and including the trading day immediately preceding the applicable conversion date.

”Share Cap” means, as of any time prior to the receipt of Nasdaq Stockholder Approval, 45,257,360 shares of Common Stock, and following the receipt of Nasdaq Stockholder Approval and prior to the Authorized Share Amendment, 177,782,000 shares of Common Stock, which amount shall in each case, shall be subject to the same adjustments as the Conversion Price.
GENERAL OWNERSHIP BLOCKER
N/A
Notwithstanding anything to the contrary in the Existing Notes or the Notes, no “person” or “group” (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) will be entitled to receive any Common Stock otherwise deliverable upon conversion of the Notes to the extent that such receipt would cause such person or group to become, directly or indirectly, a “beneficial owner” as defined in Rule 13d-3 under the Exchange Act of more than 40% of the Common Stock outstanding at such time.
CASH COVENANT
(Section 7.1(k))
The Company and its Subsidiaries shall maintain Liquidity as of the last day of each quarter of not less than the greater of (i) seventy-five million Dollars ($75,000,000) and (ii) an amount equal to the product of multiplying (x) the amount of “Cash Burn” from operations for the three (3) month period ending on the end of such month by (y) four (4).
The Minimum Liquidity covenant (Section 7.1(k)) is waived through and including May 31, 2024. From the amendment effective date through and including May 31, 2024, the Company and its Subsidiaries shall maintain Liquidity as of the last day of each quarter of not less than $125,000,000.00.


GOING CONCERN COVENANT
(Section 7.1(a)(i))
As soon as available, and in any event within 120 days after the close of each fiscal year, balance sheets as of the end of such fiscal year and the related statements of income, cash flow and shareholders equity for such fiscal year, on consolidated and consolidating bases for Obligors and Subsidiaries, which consolidated statements shall be audited and certified (without qualification (or similar notation) as to scope or going concern (it being understood that any qualification with respect to the stated maturity date of the Notes or the Senior Bank Debt is permissible)).
The requirement that the financial statements to be delivered in accordance with Section 7.1(a)(i) of the Purchase Agreement be certified (without qualification (or similar notation) as to going concern shall be waived for the FY2022 and FY2023 financial statements.
TRANSFER RESTRICTIONS
The Note may be Transferred, in whole or in part, without the Company’s prior written consent to a Person that is not a Competitor.
The Note may be Transferred, in whole or in part, without the Company’s prior written consent to a Person that is not a Competitor.
MATURITY
August 4, 2025
August 4, 2028

This Binding Letter of Intent 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.
Subject to the terms and conditions of this Binding Letter of Intent and to execution and delivery of an amendment to the Intercreditor Agreement (as defined in the Note Purchase Agreement) on terms mutually satisfactory to the Company and the Cowen Parties, from and after the date of this Binding Letter of Intent, each party will execute and deliver, or cause its Affiliates to execute and deliver, all such documents and instruments and will take, or cause its Affiliates to take, all such further actions, in each case as may be reasonably necessary to consummate the transactions contemplated by this Binding Letter of Intent.
This Binding Letter of Intent and the rights and obligations hereunder shall be binding upon and inure solely to the benefit of the parties hereto, their respective successors and permitted assigns. This Binding Letter of Intent shall not be assignable by any party hereto without the prior written consent of the other parties hereto. Other than as explicitly set forth herein, nothing contained herein is intended to confer upon any person, other than the parties to this Binding Letter of Intent and their respective successors and permitted assigns, any rights or remedies under or by reason of this Binding Letter of Intent.
The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law if any of the provisions of this Binding Letter of Intent were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Letter of Intent and to enforce specifically the terms and provisions of this Binding Letter of Intent against the other parties hereto without proof of actual damages, this being in addition to any other remedy to which any such party is entitled at law or in equity.
This Binding Letter of Intent 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.
This Binding Letter of Intent may be terminated at any time prior to the amendment effective date by mutual written agreement of the parties hereto.
[Signature Page Follows]

    




In consideration of the above terms and conditions and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby as of the date first set forth above, have set their hands below. .

PROTERRA OPERATING COMPANY, INC.


By:/s/ Gareth T. Joyce
Name:Gareth T. Joyce
Title:President, Proterra Inc



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
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
CSI PRTA CO-INVESTMENT LP
By: CSI GP I LLC, its general partner
By:/s/ Vusal Najafov
Name:Vusal Najafov
Title:Co-head
CSI GP I LLC
By:/s/ Vusal Najafov
Name:Vusal Najafov
Title:Co-head


EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm



We consent to the incorporation by reference in the registration statements Nos. 333‑258827 and 333-263549 on Form S‑8 and registration statements Nos. 333-268987 and 333-264346 on Form S-3 of our reports dated March 17, 2023, with respect to the consolidated financial statements of Proterra Inc and the effectiveness of internal control over financial reporting.


/s/ KPMG LLP
Santa Clara, California
March 17, 2023
Exhibit 99.1
Proterra Reaches Binding Letter of Intent with Cowen Convertible Note Holders


BURLINGAME, Calif., March 20, 2023 – Proterra Inc (Nasdaq: PTRA) (together with its subsidiary, Proterra Operating Company, Inc., “Proterra” or the “Company”), a leading innovator in commercial vehicle electrification technology, today announced that the Proterra Operating Company, Inc. has reached a binding letter of intent with CSI GP I LLC and its affiliates (the “Cowen Parties”) that sets forth proposed amendments to the Note Purchase Agreement, dated as of August 4, 2020, by and among Proterra Operating Company, Inc., the investors and guarantors from time to time party thereto and CSI GP I LLC, as collateral agent, and the convertible notes issued to the Cowen Parties pursuant thereto. The parties intend to enter into definitive agreements reflecting the terms in the binding letter of intent.

Please refer to the Company’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission today, for a description of the binding letter of intent, which is filed as an exhibit thereto.

About Proterra
Proterra is a leader in the design and manufacture of zero-emission electric transit vehicles and EV technology solutions for commercial applications. With industry-leading durability and energy efficiency based on rigorous U.S. independent testing, Proterra products are proudly designed, engineered, and manufactured in America, with offices in Silicon Valley, South Carolina, and Los Angeles. For more information, please visit www.proterra.com

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements regarding the execution of amendments to the Note Purchase Agreement and Cowen Notes, including the timing and final terms thereof; the parties’ ability to enter into definitive agreements in a timely manner, on the terms set forth in the binding letter of intent or at all. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, 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 SEC on March 17, 2023 or the Company’s other filings with the SEC. The forward-looking statements included in this press release 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. Proterra does not give any assurance that it will achieve its expectations.


Contacts
Investor Contact
IR@proterra.com

Media Contact
PR@proterra.com