Proterra : Regulation FD Disclosure - Form 8-K

Item 7.01.

Regulation FD Disclosure.

As previously disclosed, on August 7, 2023 (the "Petition Date"), Proterra Inc, a Delaware corporation (the "Company"), and its subsidiary Proterra Operating Company, Inc. (collectively, the "Debtors") filed voluntary petitions under Chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Delaware (such court, the "Bankruptcy Court" and such proceedings, the "Chapter 11 Cases"). The Chapter 11 Cases are currently jointly administered under the caption In re Proterra Inc, Case No. 23-11120 (BLS). The Debtors continue to operate their businesses as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

September 2023 Monthly Operating Report

On September 21, 2023, each of the Debtors filed with the Bankruptcy Court their monthly operating reports for the period beginning August 7, 2023 and ending August 31, 2023 (the "Monthly Operating Reports"). This Current Report on Form 8-K (the "Form 8-K") will not be deemed an admission as to the materiality of any information disclosed herein. The Monthly Operating Reports and other documents filed with the Bankruptcy Court are available for review and free of charge online at https://www.kccllc.net/proterra/document/list/5955. Documents and other information available on such website are not part of this Form 8-K and are not deemed to be incorporated by reference in this Form 8-K.

Future Monthly Operating Reports

The Debtors are required, and will continue, to file monthly operating reports with the Bankruptcy Court at or around the end of each month during which the Chapter 11 Cases remain pending. Future monthly operating reports will be similarly available for review and free of charge online at https://www.kccllc.net/proterra/document/list/5955. Such reports may be filed with the Bankruptcy Court without the filing of an accompanying Current Report on Form 8-K. In addition, investors are directed to visit https://www.kccllc.net/proterrafor other materials that are provided with respect to the Debtors from time to time in connection with the Chapter 11 cases.

The information included in this Form 8-K under Item 7.01 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities of that Section, and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings unless the registrant specifically states that the information is to be considered "filed" under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

Cautionary Statement Regarding the Monthly Operating Reports

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, which were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Reports are limited in scope, cover a limited time period, and have been prepared solely for the purpose of complying with the reporting requirements of the Bankruptcy Court. The Monthly Operating Reports were not audited or reviewed by independent accountants, were not prepared in accordance with generally accepted accounting principles, are in a format prescribed by applicable bankruptcy rules and guidelines, and are subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company's securities, the Monthly Operating Reports are complete. Results and projections set forth in the Monthly Operating Reports should not be viewed as indicative of future results.