POS AM 1 eh230431279_posam-496.htm POS AM

As filed with the Securities and Exchange Commission on December 20, 2023

Registration No. 333-257496

Registration No. 333-264346

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT NO. 333-257496

POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT NO. 333-264346

UNDER
THE SECURITIES ACT OF 1933

PROTERRA INC

(Exact name of registrant as specified in its charter)

Delaware

3711

98-1551379

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

1815 Rollins Road

Burlingame, California 94010

Tel.: (864) 438-0000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gareth T. Joyce

Chief Executive Officer

1815 Rollins Road

Burlingame, California 94010

Tel.: (864) 438-0000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

John C. Kennedy

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

United States

(212) 373-3025

Approximate date of commencement of proposed sale to the public: Not applicable.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	¨

		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 7(a)(2)(B) of the Securities Act. ¨

DEREGISTRATION OF SECURITIES

These Post-Effective Amendments (these “Post-Effective Amendments”) filed by Proterra Inc. (the “Company”) relate to the following registration statements (together, “Registration Statements”):

Registration Statement on Form S-1 No. 333-257496, which was filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 29, 2021 and declared effective by the Commission on July 9, 2021, registering 219,085,674 shares of the Company’s common stock par value, $0.0001 per share (the “Common Stock”); and

Registration Statement on Form S-1 No. 333-264346, which constitutes Post-Effective Amendment No.1 to Registration Statement on Form S-1 No. 333-257496 and was filed with the Commission on April 18, 2022 and declared effective by the Commission on April 26, 2022, as amended by Post-Effective Amendment No. 1, which was filed with the Commission on November 4, 2022 and declared effective by the Commission on November 15, 2022, and Post-Effective Amendment No. 2, which was filed with the Commission on May 26, 2023 and declared effective by the Commission on June 1, 2023, registering up to 125,389,111 shares of Common Stock.

As previously disclosed on August 7, 2023, the Company and its subsidiary Proterra Operating Company, Inc. filed voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. As a result of the Chapter 11 Cases, the Company has terminated any and all offerings and sales of securities pursuant to each Registration Statement. In accordance with an undertaking made by the Company in each Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities of the Company that had been registered under such Registration Statement which remain unsold at the termination of such offering, the Company hereby removes from registration by means of this Post-Effective Amendment any and all such securities registered but unsold under each Registration Statement. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities and the Company hereby terminates the effectiveness of each Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burlingame, State of California, on December 20, 2023.

	PROTERRA INC

	By:	/s/ Gareth T. Joyce
		Gareth T. Joyce
		Chief Executive Officer

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments to the Registration Statements.

SEC Form POS AM filed by Proterra Inc.