SEC Form SC 13G/A filed by XL Fleet Corp. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)

Under the Securities Exchange Act of 1934

XL FLEET CORP.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

9837FR 100

(CUSIP Number)

December 31, 2021

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

CUSIP No. 9837FR 100

CUSIP No. 9837FR 100

CUSIP No. 9837FR 100

Item 1.

XL FLEET CORP. (the “Issuer”)

145 Newton Street Boston, MA 20135

Item 2.

(a)-(c) Name, Address and Citizenship of Reporting Persons

Bargelaan 20,
2333CT Leiden,
the Netherlands

Place of Organization: The Netherlands

Bargelaan 20,
2333CT Leiden,
the Netherlands

Citizenship: The Netherlands

Citizenship: The Netherlands

Common Stock, $0.0001 par value per share (“Common Stock”)

9837FR 100

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership.

Please refer to items 5-9 of the cover pages attached hereto for the amounts beneficially owned by the reporting persons as of December 31, 2021.

Juvencio Pablo Maeztu Herrera (“Mr. Juvencio”) represents Ingka Investments Ventures US B.V. as a jointly authorized managing director, and may be deemed to have shared voting control and investment discretion over securities owned by Ingka Investments Ventures US B.V.

Bertil Krister Mattsson (“Mr. Mattsson”) represents Ingka Investments Ventures US B.V. as a jointly authorized managing director, and may be deemed to have shared voting control and investment discretion over securities owned by Ingka Investments Ventures US B.V.

The foregoing should not be construed in and of itself as an admission by Mr. Juvencio or Mr. Mattsson to beneficial ownership of the securities owned by Ingka Investments Ventures US B.V.

Please refer to item 11 of the cover pages attached hereto

Please refer to items 5-8 of the cover pages attached hereto

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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