Pivotal Investment Corp II

The Exchange Ratio remains 100,000,000 shares, less 1,125,000 withheld for convertible debt of XL Fleet redeemed, divided by XL's fully diluted share count immediately before the effective time, estimated at approximately 0.758 assuming no options or warrants are exercised or forfeited and the convertible notes convert. Because the numerator is fixed, dilution created at XL before closing is borne by XL's own shareholders rather than by Pivotal's. The vote is still taken at Pivotal's annual meeting rather than a special meeting.

The consideration is a fixed pool rather than a per-share price: the Exchange Ratio is 100,000,000 shares, less 1,125,000 withheld for convertible debt of XL Fleet redeemed, divided by XL's fully diluted share count immediately before the effective time. Every option, warrant and converting note at XL therefore reduces what each XL share receives instead of enlarging the pool. Assuming no options or warrants are exercised or forfeited and the convertible notes convert, Pivotal estimates the ratio at approximately 0.758.

The 100,000,000 shares is a numerator, not an estimate: the Exchange Ratio is 100,000,000 divided by XL's fully-diluted share count immediately before the effective time, including shares issuable on conversion of XL's preferred stock and on the exercise, conversion or exchange of its convertible promissory notes, options and warrants. The pool to XL's holders is fixed, so every further XL instrument dilutes XL's own holders rather than Pivotal's. XL options and warrants are assumed at the same ratio with exercise prices divided by it, and XL's convertible notes are satisfied in full.

What changed: Exhibit 99.1 to an 8-K of Spruce Power Holding Corporation (NYSE: SPRU): the August 12, 2026 press release reporting Q2 2026 results. Revenues were $30.3 million versus $33.3 million, which the company attributes to lower Solar Renewable Energy Credit and Performance Based Incentive revenue. Total operating expenses fell to $20.6 million from $24.4 million and core operating expenses to $13.8 million from $17.4 million, with SG&A at $11.3 million versus $15.2 million following a headcount reduction implemented in the third quarter of 2025. Why it matters: Profitability came from a $3.8 million cut in operating expenses against a $3.0 million revenue decline, so the swing to net income is cost-driven. Debt of $679.5 million is non-recourse at the project level as the company states, and it is being amortised while a broader portfolio refinancing is described as still being pursued.

What changed: Spruce Power Holding Corporation (NYSE: SPRU) reported that on August 11, 2026 it convened its 2026 annual meeting and stockholders voted only on Proposal Six, the adjournment proposal, approving it by 11,832,946 votes for, 890,184 against and 92,408 abstentions out of 18,369,300 shares outstanding on the June 16, 2026 record date. Following that approval the meeting was adjourned until August 25, 2026 at 11:00 a.m. Eastern Time. Why it matters: The company took the adjournment vote first and put nothing else to a vote, so the director elections and the other four proposals are unresolved for another two weeks with the same record date and the same proxies in place. Roughly 12.8 million of 18.4 million shares were represented on the one item voted.

What changed: Spruce Power Holding Corporation filed as additional definitive proxy materials the same disclosure as its Form 8-K: at the 2026 annual meeting convened on August 11, 2026, stockholders voted only on Proposal Six, the adjournment proposal, approving it 11,832,946 to 890,184 with 92,408 abstentions against 18,369,300 shares outstanding on the June 16, 2026 record date. The meeting was adjourned to August 25, 2026 at 11:00 a.m. Why it matters: Filing the adjournment as soliciting material keeps the proxy campaign live for the two weeks to the reconvened meeting on the same record date — the votes already cast stay in the box, and only new or changed instructions move the count.

What changed: Spruce Power Holding Corporation, the successor to Pivotal Investment Corporation II, filed definitive additional proxy materials (Amendment No. 1) stating that on July 28, 2026 the company sent a letter to certain of its stockholders, attached to the filing as Exhibit 1. The filing directs stockholders to the definitive proxy statement and proxy card already filed with the SEC for the company's 2026 Annual Meeting, and urges holders to read them. The letter's contents are in the exhibit and are not reproduced in the filing body. Why it matters: A company writing directly to selected stockholders after the definitive proxy is already out is a solicitation step, not a disclosure of new terms — it usually signals management is chasing votes on a contested or close item at the 2026 Annual Meeting. Nothing here changes a trust, a redemption right or a deadline, and the substance sits in Exhibit 1 rather than in the filed text, so the vote outcome rather than this filing is what a holder should track. Confidence is limited because the exhibit letter itself is not in the captured text.

What changed: Spruce Power Holding Corporation, the Pivotal Investment Corporation II successor, appointed Bobby L. Owens as General Counsel effective July 13, 2026. Owens was Deputy General Counsel of OXEA Corporation from September 2025 to July 2026 and Global General Counsel of OCI Methanol from 2018 to 2025, with earlier roles at Owens Moss PLLC, Ryerson Inc. and Mayer Brown LLP. The selection was not pursuant to any arrangement, there are no family relationships and no Item 404(a) transactions. An offer letter dated June 22, 2026 governs his employment, which continues until terminated by either party. Why it matters: Routine officer hiring with no trust, redemption right or deadline in play. The context is what gives it any weight: Spruce is simultaneously soliciting stockholders ahead of its 2026 annual meeting and sending letters to selected holders, and installing a General Counsel with an M&A and corporate governance background at that moment is consistent with a company preparing for contested governance or transactional work. The compensation terms sit in the offer letter rather than in the captured text.

What changed: Item 5.02: on June 17, 2026 Ja-chin Audrey Lee notified Spruce Power Holding Corporation that she was resigning as a director, effective immediately. She had served as a Class C director with a term expiring at the 2026 annual meeting of stockholders. The filing states no reason for the resignation, names no successor, and gives no information about board or committee composition after the departure. It was signed by Chief Legal Officer Jonathan M. Norling. Why it matters: An immediate director resignation with no stated reason is worth noting precisely because the customary language - that the departure did not arise from any disagreement with the company - is absent here. That omission is the only signal available, and it is a weak one. The term was expiring at the 2026 annual meeting in any event, so the practical effect on board continuity is limited. Nothing here bears on results, guidance or capital structure.