--- schema_version: "secwatch.filing_event.v1" accession: "0000950142-24-000680" form_type: "8-K" ticker: null cik: "0001820630" company_name: "Proterra Inc" filed_at: "2024-03-14T23:59:59+00:00" generated_at: "2026-06-04T21:31:30.452030+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Proterra emerges from Chapter 11; old common stock cancelled with no recovery ## Summary - Effective date March 13, 2024; all pre-emergence common stock cancelled and worthless. - 1,000,000 shares of New Common Stock issued to former Second Lien Convertible Notes holders. - Entire board and officers replaced; new board members are all Anthelion Capital affiliates. - Ewa Kozicz appointed President, Secretary, Treasurer; Gareth Joyce and Justin Pugh departed. - Company filed Form 15 to deregister common stock and suspend SEC reporting obligations. ## SEC filing metadata - accession: 0000950142-24-000680 - form_type: 8-K - cik: 0001820630 - company_name: Proterra Inc - filed_at: 2024-03-14T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 1.03, 3.02, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/0000950142-24-000680-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/eh240457480_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950142-24-000680 - JSON: https://secwatch.observer/filing/0000950142-24-000680.json - Plain text: https://secwatch.observer/filing/0000950142-24-000680.txt ## Key facts - Distress & Bankruptcy Proterra Inc entered chapter 11 in Bankruptcy Court (petition 2024-03-13). - Proceeding: chapter 11 - Court: Bankruptcy Court - Petition: 2024-03-13 source text: On March 13, 2024, the Debtors filed a Notice of Occurrence of Effective Date as to the Company (the “Notice of Effective Date”) with the Bankruptcy Court. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/0000950142-24-000680-index.htm - Executive change Brook F. Porter departed as Director at Proterra Inc. - Action: ceased to be director - Role: Director source text: Each of the Company’s directors, Jan. R. Hauser, Gareth T. Joyce, Michael D. Smith, Mary Louise Krakaeur, Roger M. Nielsen, Jeannine P. Sargent, Brook F. Porter and Constance E. Skidmore ceased to be directors of the Company on the Effective Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/0000950142-24-000680-index.htm - Executive change Jordan Jaffe was appointed as Director at Proterra Inc. - Action: appointed - Role: Director source text: As of the Effective Date, the board of directors of the Company (the “Board”) consists of the following five directors who were appointed: Vusal Najafov, Ewa Kozicz, Artem Mariychin, Michelle Barone, and Jordan Jaffe. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/0000950142-24-000680-index.htm - Executive change Jan R. Hauser departed as Director at Proterra Inc. - Action: ceased to be director - Role: Director source text: Each of the Company’s directors, Jan. R. Hauser, Gareth T. Joyce, Michael D. Smith, Mary Louise Krakaeur, Roger M. Nielsen, Jeannine P. Sargent, Brook F. Porter and Constance E. Skidmore ceased to be directors of the Company on the Effective Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/0000950142-24-000680-index.htm - Executive change Vusal Najafov was appointed as Director at Proterra Inc. - Action: appointed - Role: Director source text: As of the Effective Date, the board of directors of the Company (the “Board”) consists of the following five directors who were appointed: Vusal Najafov, Ewa Kozicz, Artem Mariychin, Michelle Barone, and Jordan Jaffe. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/0000950142-24-000680-index.htm - Executive change Gareth T. Joyce departed as Chief Executive Officer and President at Proterra Inc. - Action: replaced - Role: Chief Executive Officer and President source text: On the Effective Date, the Debtors’ officers, including Mr. Gareth T. Joyce, Chief Executive Officer and President of the Company, and Mr. Justin Derek Pugh, Acting Chief Financial Officer of the Company, were replaced pursuant to the Plan by the Reorganized Debtors’ new officers, each effective as of March 13, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/0000950142-24-000680-index.htm - Executive change Artem Mariychin was appointed as Director at Proterra Inc. - Action: appointed - Role: Director source text: As of the Effective Date, the board of directors of the Company (the “Board”) consists of the following five directors who were appointed: Vusal Najafov, Ewa Kozicz, Artem Mariychin, Michelle Barone, and Jordan Jaffe. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/0000950142-24-000680-index.htm - Executive change Gareth T. Joyce departed as Director at Proterra Inc. - Action: ceased to be director - Role: Director source text: Each of the Company’s directors, Jan. R. Hauser, Gareth T. Joyce, Michael D. Smith, Mary Louise Krakaeur, Roger M. Nielsen, Jeannine P. Sargent, Brook F. Porter and Constance E. Skidmore ceased to be directors of the Company on the Effective Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/0000950142-24-000680-index.htm - Executive change Michelle Barone was appointed as Director at Proterra Inc. - Action: appointed - Role: Director source text: As of the Effective Date, the board of directors of the Company (the “Board”) consists of the following five directors who were appointed: Vusal Najafov, Ewa Kozicz, Artem Mariychin, Michelle Barone, and Jordan Jaffe. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/0000950142-24-000680-index.htm - Executive change Mary Louise Krakaeur departed as Director at Proterra Inc. - Action: ceased to be director - Role: Director source text: Each of the Company’s directors, Jan. R. Hauser, Gareth T. Joyce, Michael D. Smith, Mary Louise Krakaeur, Roger M. Nielsen, Jeannine P. Sargent, Brook F. Porter and Constance E. Skidmore ceased to be directors of the Company on the Effective Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/0000950142-24-000680-index.htm - Executive change Michael D. Smith departed as Director at Proterra Inc. - Action: ceased to be director - Role: Director source text: Each of the Company’s directors, Jan. R. Hauser, Gareth T. Joyce, Michael D. Smith, Mary Louise Krakaeur, Roger M. Nielsen, Jeannine P. Sargent, Brook F. Porter and Constance E. Skidmore ceased to be directors of the Company on the Effective Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/0000950142-24-000680-index.htm - Executive change Jeannine P. Sargent departed as Director at Proterra Inc. - Action: ceased to be director - Role: Director source text: Each of the Company’s directors, Jan. R. Hauser, Gareth T. Joyce, Michael D. Smith, Mary Louise Krakaeur, Roger M. Nielsen, Jeannine P. Sargent, Brook F. Porter and Constance E. Skidmore ceased to be directors of the Company on the Effective Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/0000950142-24-000680-index.htm - Executive change Justin Derek Pugh departed as Acting Chief Financial Officer at Proterra Inc. - Action: replaced - Role: Acting Chief Financial Officer source text: On the Effective Date, the Debtors’ officers, including Mr. Gareth T. Joyce, Chief Executive Officer and President of the Company, and Mr. Justin Derek Pugh, Acting Chief Financial Officer of the Company, were replaced pursuant to the Plan by the Reorganized Debtors’ new officers, each effective as of March 13, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/0000950142-24-000680-index.htm - Executive change Ewa Kozicz was appointed as Director at Proterra Inc. - Action: appointed - Role: Director source text: As of the Effective Date, the board of directors of the Company (the “Board”) consists of the following five directors who were appointed: Vusal Najafov, Ewa Kozicz, Artem Mariychin, Michelle Barone, and Jordan Jaffe. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/0000950142-24-000680-index.htm - Executive change Roger M. Nielsen departed as Director at Proterra Inc. - Action: ceased to be director - Role: Director source text: Each of the Company’s directors, Jan. R. Hauser, Gareth T. Joyce, Michael D. Smith, Mary Louise Krakaeur, Roger M. Nielsen, Jeannine P. Sargent, Brook F. Porter and Constance E. Skidmore ceased to be directors of the Company on the Effective Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/0000950142-24-000680-index.htm - Executive change Constance E. Skidmore departed as Director at Proterra Inc. - Action: ceased to be director - Role: Director source text: Each of the Company’s directors, Jan. R. Hauser, Gareth T. Joyce, Michael D. Smith, Mary Louise Krakaeur, Roger M. Nielsen, Jeannine P. Sargent, Brook F. Porter and Constance E. Skidmore ceased to be directors of the Company on the Effective Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/0000950142-24-000680-index.htm - Governance Changes Proterra Inc: Company adopted amended and restated bylaws removing provisions for stockholder nomination/business at annual meetings and increasing amendment vote requirement from two-thirds to 80%. - Change: bylaw amendment source text: Also on the Effective Date, and pursuant to the terms of the Plan, the Company adopted the Amended and Restated Bylaws of the Company (the “Bylaws”). evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/0000950142-24-000680-index.htm - Governance Changes Proterra Inc: Company filed amended and restated certificate of incorporation changing authorized shares from 510,000,000 to 1,000,000, adding bankruptcy-code voting restriction, indemnification provisions, and renouncement of business opportunities. - Change: charter amendment source text: On the Effective Date, pursuant to the terms of the Plan, the Company filed the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) with the office of the Secretary of State of Delaware. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/0000950142-24-000680-index.htm - M&A Transactions Proterra Inc underwent a change of control (closed 2024-03-13). - Action: change of control - Closing: 2024-03-13 source text: On the Effective Date, all of the Second Lien Convertible Notes Claims and equity interests in the Company were cancelled. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/0000950142-24-000680-index.htm - Material Agreements Proterra Inc terminated Second Amended and Restated Chapter 11 Plan Support Agreement with Anthelion Prodigy Co-Investment LP, Anthelion I Prodigy Holdco LP, Anthelion PRTA Co-Investment LP, and the Official Committee of Unsecured Creditors. - Action: termination - Counterparty: Anthelion Prodigy Co-Investment LP, Anthelion I Prodigy Holdco LP, Anthelion PRTA Co-Investment LP, and the Official Committee of Unsecured Creditors source text: that certain Second Amended and Restated Chapter 11 Plan Support Agreement entered into among the Debtors, the Official Committee of Unsecured Creditors appointed in the Chapter 11 Cases and Anthelion Prodigy Co-Investment LP, Anthelion I Prodigy Holdco LP, and Anthelion PRTA Co-Investment LP was automatically terminated pursuant to its terms evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000095014224000680/0000950142-24-000680-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.