Sec Form 13G Filing - Ingka Investments Ventures US B.V. filing for SPRUCE PWR HLDG CORP COM (SPRU) - 2020-12-30

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

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 21, 2020

(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

 

1.	NAMES OF REPORTING PERSONS   Ingka Investments Ventures US B.V.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   The Netherlands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   0
	6.	SHARED VOTING POWER   6,630,234
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   6,630,234

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,630,234
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.1%
12.	TYPE OF REPORTING PERSON (see instructions)   OO

 

 

CUSIP No. 9837FR 100

 

1.	NAMES OF REPORTING PERSONS   Juvencio Pablo Maeztu Herrera
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   The Netherlands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   0
	6.	SHARED VOTING POWER   6,630,234
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   6,630,234

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,630,234
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.1%
12.	TYPE OF REPORTING PERSON (see instructions)   IN

 

 

CUSIP No. 9837FR 100

 

1.	NAMES OF REPORTING PERSONS   Bertil Krister Mattsson
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   The Netherlands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   0
	6.	SHARED VOTING POWER   6,630,234
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   6,630,234

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,630,234
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.1%
12.	TYPE OF REPORTING PERSON (see instructions)   IN

 

 

Explanatory Note

 

This Schedule 13G is filed to report the Reporting Persons’ beneficial ownership of 6,630,234 shares of common stock, $0.0001 par value per share, of the Issuer (as defined herein). The Reporting Persons’ current beneficial ownership of the common stock is set forth on the cover pages hereto.

 

Item 1. (a) Name of Issuer: XL FLEET CORP. (the “Issuer”)

 

(b) Address of Issuer’s Principal Executive Offices: 145 Newton Street Boston, MA 20135

 

Item 2. (a) through (c):

 

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

 

(1)

Reporting Person:
Ingka Investments Ventures US B.V.

 

Address:
Bargelaan 20,
2333CT Leiden,
the Netherlands

 

Place of Organization:
The Netherlands

 

(2)

Reporting Person:
Juvencio Pablo Maeztu Herrera

 

Address:
Bargelaan 20,
2333CT Leiden,
the Netherlands

 

Citizenship:

The Netherlands

 

(3)
Reporting Person:
Bertil Krister Mattsson

 

Address:
Bargelaan 20,
2333CT Leiden,
the Netherlands

 

Citizenship:

The Netherlands

 

(d) Title of Class of Securities

 

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

 

(e) CUSIP Number

 

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.

 

(a) Amount Beneficially Owned:

 

As of the close of business on December 21, 2020, the Reporting Persons beneficially owned an aggregate of 6,630,234 shares of Issuer’s Common Stock.

 

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.

 

(b) Percent of Class

 

As of the close of business on December 21, 2020, the Reporting Persons may be deemed to have beneficially owned 6,630,234 shares of the Issuer’s Common Stock or 5.1% of the Issuer’s Common Stock outstanding, as per the information in Issuer’s Form 8-K dated December 23, 2020.

 

(c) Number of shares as to which such person has:

 

(i) Sole power to vote or to direct the vote

 

-0-

 

(ii) Shared power to vote or to direct the vote

 

6,630,234 (See Item 4(b))

 

(iii) Sole power to dispose or to direct the disposition of

 

-0-

 

(iv) Shared power to dispose or to direct the disposition of

 

6,630,234 (See Item 4(b))

 

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.

 

Date: December 30, 2020	Ingka Investments Ventures US B.V.
	By:	/s/ Edgar van Meenen
	Name:	Edgar van Meenen
	Title:	Business Development Investments Manager
	By:	/s/ Alexander van der Have
	Name:	Alexander van der Have
	Title:	Seniors Investments Manager
	/s/ Juvencio Pablo Maeztu Herrera
	Juvencio Pablo Maeztu Herrera
	/s/ Bertil Krister Mattsson
	Bertil Krister Mattsson

 

 

Exhibit Index

 

Exhibit 1.

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

 

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Date: December 30, 2020	Ingka Investments Ventures US B.V.
	By:	/s/ Edgar van Meenen
	Name:	Edgar van Meenen
	Title:	Business Development Investments Manager
	By:	/s/ Alexander van der Have
	Name:	Alexander van der Have
	Title:	Seniors Investments Manager
	/s/ Juvencio Pablo Maeztu Herrera
	Juvencio Pablo Maeztu Herrera
	/s/ Bertil Krister Mattsson
	Bertil Krister Mattsson