XL Fleet Corp. (XL) Misled Shareholders About its Business Prospects
XL Fleet formed via merger of XL Hybrids, Inc. and Pivotal Investment Corporation II, a special purpose acquisition company, on December 22, 2020. In its Registration Statement seeking shareholder approval of the merger, Pivotal stated that XL Hybrids relies on a limited number of customers for a large portion of its revenue and that the loss of one or more customers could materially and adversely impact its business operations. The Registration Statement also indicated that delays in design, production, and launch of its products could also harm its business, financial condition, and operating results. After the merger, XL Fleet touted its financial results, stating, “the third quarter of 2020 was the highest for a single quarter in the Company’s history,” as well as its contracts and product offerings.
On March 3, 2021, Muddy Waters Research published a report alleging that salespeople at XL Fleet Corp. “were pressured to inflate their sales pipelines materially in order to mislead XL’s board and investors” and that “customer reorder rates are in reality quite low” due to “poor performance and regulatory issues.” Citing interviews with former employees, the report alleges, “at least 18 of 33 customers XL featured were inactive.” Muddy Waters also claims that XL Fleet did not generate claimed ROIs for customers and that its technology is “weak.” On this news, the Company’s share price fell $2.09, or 13%, to close at $13.86 per share on March 3, 2021. The price share continued to decline over two trading sessions to close at $11.17 per share on March 5, 2021.
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