PTRA / Proterra Inc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Proterra Inc
US ˙ NASDAQ
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
LEI 549300KN6Y54A0I8GX14
CIK 1820630
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Proterra Inc
SEC Filings (Chronological Order)
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March 14, 2024 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROTERRA INC

EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROTERRA INC Proterra Inc, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY THAT: 1. The name of the Corporation is Proterra Inc and that the Corporation was originally incorporated pursuant to the General Corporation Law of the S

March 14, 2024 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39546 Proterra Inc (Exact name of registrant as specified in its charter

March 14, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 13, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 13, 2024 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation) (Commission File Number) (I.

March 14, 2024 EX-99.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EXHIBIT 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) PROTERRA INC, et al.,1 ) Case No. 23-11120 (BLS) ) Debtors. ) (Jointly Administered) ) NOTICE OF (I) ENTRY OF CONFIRMATION ORDER, (II) OCCURRENCE OF EFFECTIVE DATE, AND (III) FINAL DEADLINES FOR FILING CERTAIN CLAIMS PLEASE TAKE NOTICE that on March 6, 2024, the United States Bankruptcy Court fo

March 14, 2024 EX-3.2

AMENDED AND RESTATED BYLAWS PRODIGY INVESTMENTS HOLDINGS, INC. (hereinafter called the “Corporation”) Article I MEETINGS OF STOCKHOLDERS

EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF PRODIGY INVESTMENTS HOLDINGS, INC. (hereinafter called the “Corporation”) Article I MEETINGS OF STOCKHOLDERS Section 1.1. Place of Meetings. Meetings of the stockholders of the Corporation for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from

March 8, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 6, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 6, 2024 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation) (Commission File Number)

March 8, 2024 EX-2.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EXHIBIT 2.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) PROTERRA INC, et al.,1 ) Case No. 23-11120 (BLS) ) Debtors. ) (Jointly Administered) ) FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER CONFIRMING THE FIFTH AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF PROTERRA INC AND ITS DEBTOR AFFILIATE WHEREAS the above-captioned debtors and debtors in p

March 1, 2024 S-8 POS

As filed with the Securities and Exchange Commission on March 1, 2024

As filed with the Securities and Exchange Commission on March 1, 2024 Registration Statement File No.

March 1, 2024 S-8 POS

As filed with the Securities and Exchange Commission on March 1, 2024

As filed with the Securities and Exchange Commission on March 1, 2024 Registration Statement File No.

March 1, 2024 S-8 POS

As filed with the Securities and Exchange Commission on March 1, 2024

As filed with the Securities and Exchange Commission on March 1, 2024 Registration Statement File No.

February 22, 2024 EX-99.1

Case 23-11120-BLS Doc 1092 Filed 02/21/24 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re. Proterra Inc AS Case No. 23-11120 AS AS Lead Case No. 23-11120 Debtor(s) AS Jointly Administered Monthly Operating Report Chapter 11 Reportin

EXHIBIT 99.1 Case 23-11120-BLS Doc 1092 Filed 02/21/24 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re. Proterra Inc AS Case No. 23-11120 AS AS Lead Case No. 23-11120 Debtor(s) AS Jointly Administered Monthly Operating Report Chapter 11 Reporting Period Ended: 01/31/2024 Petition Date: 08/07/2023 Months Pending: Reporting Method: Industry Classification: Accrual Basis Cash Basis

February 22, 2024 EX-99.2

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re. Proterra Operating Company, Inc. SS Case No. 23-11121 SS SS Lead Case No. 23-11120 Debtor(s) SS Jointly Administered Monthly Operating Report Chapter 11 Reporting Period Ended: 01/31/

EXHIBIT 99.2 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re. Proterra Operating Company, Inc. SS Case No. 23-11121 SS SS Lead Case No. 23-11120 Debtor(s) SS Jointly Administered Monthly Operating Report Chapter 11 Reporting Period Ended: 01/31/2024 Petition Date: 08/07/2023 Months Pending: Reporting Method: Industry Classification: Accrual Basis Cash Basis Debtor's Full-Time Emp

February 22, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 21, 2024 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation) (Commission File Num

February 13, 2024 EX-99.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EXHIBIT 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) PROTERRA INC, et al.,1 ) Case No. 23-11120 (BLS) ) Debtors. ) (Jointly Administered) ) FOURTH AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION FOR PROTERRA INC AND ITS DEBTOR AFFILIATE PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Paul M. Basta (admitted pro hac vice) Robert A. Britton (admitted p

February 13, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 8, 2024 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation) (Commission File Numb

February 8, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 7, 2024 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation) (Commission File Numb

February 1, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 1, 2024 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation) (Commission File Numb

January 29, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 25, 2024 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation) (Commission File Numb

January 29, 2024 EX-99.2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EXHIBIT 99.2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) PROTERRA INC, et al.,1 ) Case No. 23-11120 (BLS) ) Debtors. ) (Jointly Administered) ) THIRD AMENDED DISCLOSURE STATEMENT FOR THIRD AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION FOR PROTERRA INC AND ITS DEBTOR AFFILIATE Paul M. Basta (admitted pro hac vice) Robert A. Britton (admitted pro hac

January 29, 2024 EX-99.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EXHIBIT 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) PROTERRA INC, et al.,1 ) Case No. 23-11120 (BLS) ) Debtors. ) (Jointly Administered) ) THIRD AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION FOR PROTERRA INC AND ITS DEBTOR AFFILIATE PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Paul M. Basta (admitted pro hac vice) Robert A. Britton (admitted pr

January 25, 2024 EX-99.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EXHIBIT 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) PROTERRA INC, et al.,1 ) Case No. 23-11120 (BLS) ) Debtors. ) (Jointly Administered) ) THIRD AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION FOR PROTERRA INC AND ITS DEBTOR AFFILIATE PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Paul M. Basta (admitted pro hac vice) Robert A. Britton (admitted pr

January 25, 2024 EX-99.2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EXHIBIT 99.2 THIS PROPOSED DISCLOSURE STATEMENT IS NOT A SOLICITATION OF VOTES ON THE PLAN. ACCEPTANCES AND REJECTIONS OF THE PLAN MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT. THIS PROPOSED DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL BUT HAS NOT YET BEEN APPROVED BY THE BANKRUPTCY COURT. THE DEBTORS RESERVE THE RIGHT TO AMEND, SUPPLEMENT, OR

January 25, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 22, 2024 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation) (Commission File Numb

January 23, 2024 EX-99.2

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re. Proterra Operating Company, Inc. § Case No. 23-11121 § § Lead Case No. 23-11120 Debtor(s) § Jointly Administered Monthly Operating Report Chapter 11 Reporting Period Ended: 12/31/2023

EXHIBIT 99.2 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re. Proterra Operating Company, Inc. § Case No. 23-11121 § § Lead Case No. 23-11120 Debtor(s) § Jointly Administered Monthly Operating Report Chapter 11 Reporting Period Ended: 12/31/2023 Petition Date: 08/07/2023 Months Pending: Reporting Method: Industry Classification: Accrual Basis Cash Basis Debtor's Full-Time Employe

January 23, 2024 EX-99.1

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re. Proterra Inc § Case No. 23-11120 § § Lead Case No. 23-11120 Debtor(s) § Jointly Administered Monthly Operating Report Chapter 11 Reporting Period Ended: 12/31/2023 Petition Date: 08/0

EXHIBIT 99.1 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re. Proterra Inc § Case No. 23-11120 § § Lead Case No. 23-11120 Debtor(s) § Jointly Administered Monthly Operating Report Chapter 11 Reporting Period Ended: 12/31/2023 Petition Date: 08/07/2023 Months Pending: Reporting Method: Industry Classification: Accrual Basis Cash Basis Debtor's Full-Time Employees (current): 0 Debt

January 23, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 22, 2024 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation) (Commission File Numb

January 17, 2024 EX-99.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EXHIBIT 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) PROTERRA INC, et al.,1 ) Case No. 23-11120 (BLS) ) Debtors. ) (Jointly Administered) ) SECOND AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION FOR PROTERRA INC AND ITS DEBTOR AFFILIATE PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Paul M. Basta (admitted pro hac vice) Robert A. Britton (admitted p

January 17, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 15, 2024 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation) (Commission File Numb

January 17, 2024 EX-99.2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EXHIBIT 99.2 THIS PROPOSED DISCLOSURE STATEMENT IS NOT A SOLICITATION OF VOTES ON THE PLAN. ACCEPTANCES AND REJECTIONS OF THE PLAN MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT. THIS PROPOSED DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL BUT HAS NOT YET BEEN APPROVED BY THE BANKRUPTCY COURT. THE DEBTORS RESERVE THE RIGHT TO AMEND, SUPPLEMENT, OR

January 12, 2024 EX-99.1

Proterra Receives Court Approval for Sale of Proterra Transit Business Line

EXHIBIT 99.1 Proterra Receives Court Approval for Sale of Proterra Transit Business Line BURLINGAME, Calif., Jan. 08, 2024 – Proterra Inc (OTC: PTRAQ) (“Proterra” or the “Company”), a leading innovator in commercial vehicle electrification technology, today announced that the Company has received approval from the U.S. Bankruptcy Court for the sale of the Company’s Proterra Transit business line t

January 12, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 8, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 8, 2024 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation) (Commission File Number) (I.

January 4, 2024 EX-99.2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EXHIBIT 99.2 THIS PROPOSED DISCLOSURE STATEMENT IS NOT A SOLICITATION OF VOTES ON THE PLAN. ACCEPTANCES AND REJECTIONS OF THE PLAN MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT. THIS PROPOSED DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL BUT HAS NOT YET BEEN APPROVED BY THE BANKRUPTCY COURT. THE DEBTORS RESERVE THE RIGHT TO AMEND, SUPPLEMENT, OR

January 4, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 2, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 2, 2024 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation) (Commission File Number) (I.

January 4, 2024 EX-99.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EXHIBIT 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) PROTERRA INC, et al.,1 ) Case No. 23-11120 (BLS) ) Debtors. ) (Jointly Administered) ) FIRST AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION FOR PROTERRA INC AND ITS DEBTOR AFFILIATE PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Paul M. Basta (admitted pro hac vice) Robert A. Britton (admitted pr

December 27, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 20, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation) (Commission File Number) (I.

December 22, 2023 EX-99.1

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re. Proterra Inc § § § Debtor(s) § Monthly Operating Report Reporting Period Ended: 10/31/2023 Months Pending: 3 Reporting Method: Accrual Basis Debtor's Full-Time Employees (current): De

EXHIBIT 99.1 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re. Proterra Inc § § § Debtor(s) § Monthly Operating Report Reporting Period Ended: 10/31/2023 Months Pending: 3 Reporting Method: Accrual Basis Debtor's Full-Time Employees (current): Debtor's Full-Time Employees (as of date of order for relief): Case No. 23-11120 Lead Case No. 23-11120 Jointly Administered Petition Date:

December 22, 2023 EX-99.3

Case 23-11120-BLS Doc 602 Filed 11/21/23 Debtor's Name Proterra Operating Company, inc. Case No. 23-11121 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re. Proterra Operating Company, Inc. § Case No. 23-11121 § § Lead Case No. 23-111

EXHIBIT 99.3 Case 23-11120-BLS Doc 602 Filed 11/21/23 Debtor's Name Proterra Operating Company, inc. Case No. 23-11121 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re. Proterra Operating Company, Inc. § Case No. 23-11121 § § Lead Case No. 23-11120 Debtor(s) § Jointly Administered Monthly Operating Report Chapter 11 Reporting Period Ended: 10/31/2023 Petition Date: 08/07/2023 Mont

December 22, 2023 EX-99.2

Case 23-11120-BLS Doc 761 Filed 12/21/23 Page 1 of 24 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re. Proterra Inc § Case No. 23-11120 § § Lead Case No. 23-11120 Debtor(s) § Jointly Administered Monthly Operating Report Chapter 11

EXHIBIT 99.2 Case 23-11120-BLS Doc 761 Filed 12/21/23 Page 1 of 24 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re. Proterra Inc § Case No. 23-11120 § § Lead Case No. 23-11120 Debtor(s) § Jointly Administered Monthly Operating Report Chapter 11 Reporting Period Ended: 11/30/2023 Months Pending: 4 Reporting Method: Accrual Basis Debtor's Full-Time Employees (current): Debtor's Ful

December 22, 2023 EX-99.4

Case 23-11120-BLS Doc 762 Filed 12/21/23 Page 1 of 12 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re. Proterra Operating Company, Inc. Monthly Operating Report Reporting Period Ended: 11/30/2023 Months Pending: 4 Reporting Method:

EXHIBIT 99.4 Case 23-11120-BLS Doc 762 Filed 12/21/23 Page 1 of 12 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re. Proterra Operating Company, Inc. Monthly Operating Report Reporting Period Ended: 11/30/2023 Months Pending: 4 Reporting Method: Accrual Basis Debtor's Full-Time Employees (current): Debtor's Full-Time Employees (as of date of order for relief): Supporting Documenta

December 22, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 22, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation) (Commission File Number) (I.

December 20, 2023 POS AM

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

As filed with the Securities and Exchange Commission on December 20, 2023 Registration No.

December 20, 2023 POS AM

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

As filed with the Securities and Exchange Commission on December 20, 2023 Registration No.

December 20, 2023 POS AM

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

As filed with the Securities and Exchange Commission on December 20, 2023 Registration No.

December 19, 2023 EX-99.2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EXHIBIT 99.2 THIS PROPOSED DISCLOSURE STATEMENT IS NOT A SOLICITATION OF VOTES ON THE PLAN. ACCEPTANCES AND REJECTIONS OF THE PLAN MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT. THIS PROPOSED DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL BUT HAS NOT YET BEEN APPROVED BY THE BANKRUPTCY COURT. THE DEBTORS RESERVE THE RIGHT TO AMEND, SUPPLEMENT, OR

December 19, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 15, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 15, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation) (Commission File Number) (I.

December 19, 2023 EX-99.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EXHIBIT 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) PROTERRA INC, et al.,1 ) Case No. 23-11120 (BLS) ) Debtors. ) (Jointly Administered) ) JOINT CHAPTER 11 PLAN OF REORGANIZATION FOR PROTERRA INC AND ITS DEBTOR AFFILIATE PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Paul M. Basta (admitted pro hac vice) Robert A. Britton (admitted pro hac vice) Mi

December 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 1, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 1, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation) (Commission File Number) (I.

November 16, 2023 EX-99.1

Proterra Announces Results of Chapter 11 Sale of the Proterra Powered Business Line

EXHIBIT 99.1 Proterra Announces Results of Chapter 11 Sale of the Proterra Powered Business Line Volvo Battery Solutions LLC Selected as Winning Bidder to Acquire Proterra Powered Track “A” Auction for Proterra Transit and Energy Business Lines to Take Place on November 13, 2023 BURLINGAME, Calif., Nov. 10, 2023 – Proterra Inc (OTC: PTRAQ) (“Proterra” or the “Company”), a leading innovator in comm

November 16, 2023 EX-99.2

Proterra Announces Results of Chapter 11 Sale of the Proterra Transit and Energy Business Lines Phoenix Motor, Inc. Selected as Winning Bidder to Acquire Proterra Transit CSI Selected as Winning Bidder to Acquire Proterra Energy Through Reorganizatio

EXHIBIT 99.2 Proterra Announces Results of Chapter 11 Sale of the Proterra Transit and Energy Business Lines Phoenix Motor, Inc. Selected as Winning Bidder to Acquire Proterra Transit CSI Selected as Winning Bidder to Acquire Proterra Energy Through Reorganization Sale Hearing Scheduled for November 28 for Bankruptcy Court to Approve Acquisitions BURLINGAME, Calif., Nov. 13, 2023 – Proterra Inc (O

November 16, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 16, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 16, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation) (Commission File Number) (I.

November 6, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39546 Proter

November 6, 2023 424B3

Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-264346 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated June 9, 2023) Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated June 9, 2023, which forms a part of our registration statement on Form S-1 (File No. 333-264

October 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 10, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 10, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation) (Commission File Number) (I.

September 22, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 21, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 21, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation) (Commission File Number) (I.

September 22, 2023 SC 13G/A

DE:6VL / Proterra Inc / FRANKLIN RESOURCES INC Passive Investment

prot23a3.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 74374T109 13G Page 1 of 12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Proterra Inc (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 74374T109 (CUSIP Number) August 31, 2023 (Date of Event W

September 11, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 7, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 7, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation) (Commission File Number) (I.

September 11, 2023 EX-99.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EXHIBIT 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) PROTERRA INC, et al.,1 ) Case No. 23-11120 (BLS) ) Debtors. ) (Jointly Administered) ) NOTICE OF FINAL ORDER (I) ESTABLISHING NOTIFICATION AND HEARING PROCEDURES FOR CERTAIN TRANSFERS OF AND DECLARATIONS OF WORTHLESSNESS WITH RESPECT TO COMMON STOCK OF PROTERRA INC AND CLAIMS AGAINST DEBTORS AND

August 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 18, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 18, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation) (Commission File Number) (I.

August 21, 2023 EX-99.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

EXHIBIT 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) PROTERRA INC, et al.,1 ) Case No. 23-11120 (BLS) ) Debtors. ) (Jointly Administered) ) NOTICE OF (I) DISCLOSURE PROCEDURES APPLICABLE TO CERTAIN HOLDERS OF COMMON STOCK OR OPTIONS, (II) DISCLOSURE PROCEDURES FOR CERTAIN TRANSFERS OF AND DECLARATIONS OF WORTHLESSNESS WITH RESPECT TO COMMON STOCK,

August 9, 2023 EX-10.2

Executive Offer Letter of Jeffrey D. Embt, dated May 31, 2023

Exhibit 10.2 May 31, 2023 Jeffrey Embt Dear Jeff: We are pleased to extend this offer letter to join Proterra Inc (collectively with its subsidiaries, the “Company” or “Proterra”) as the Chief Accounting Officer (CAO), subject to and effective upon (the “Effective Date") your appointment as CAO by the Board of Directors (the “Board”). Your employment with the Company will commence as soon as pract

August 9, 2023 424B3

Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-264346 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated June 9, 2023) Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated June 9, 2023, which forms a part of our registration statement on Form S-1 (File No. 333-264

August 9, 2023 EX-10.1

Severance Agreement of David S. Black, dated May 8, 2023

Exhibit 10.1 SEVERANCE AGREEMENT This Severance Agreement (the “Agreement”) is entered into as of 5/8/2023 (the “Effective Date”) by and between David Scott Black (the “Executive”) and Proterra Inc, a Delaware corporation (the “Company”). 1.Term of Agreement. This Agreement shall terminate on the date the Executive’s employment with the Company or its subsidiary, as applicable, terminates for a re

August 9, 2023 EX-10.3

Severance Agreement of Jeffrey D. Embt, dated June 8, 2023

Exhibit 10.3 SEVERANCE AGREEMENT This Severance Agreement (the “Agreement”) is entered into as of 6/8/2023 (the “Effective Date”) by and between Jeffrey Donald Embt (the “Executive”) and Proterra Inc, a Delaware corporation (the “Company”). 1.Term of Agreement. This Agreement shall terminate on the date the Executive’s employment with the Company or its subsidiary, as applicable, terminates for a

August 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39546 Proterra In

August 9, 2023 424B3

Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-264346 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated June 9, 2023) Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated June 9, 2023, which forms a part of our registration statement on Form S-1 (File No. 333-264

August 9, 2023 424B3

Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-264346 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated June 9, 2023) Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated June 9, 2023, which forms a part of our registration statement on Form S-1 (File No. 333-264

August 8, 2023 EX-10.1

Form of Proterra Retention Award Letter

Exhibit 10.1 August 4, 2023 VIA EMAIL - - Dear -, Proterra Operating Company, Inc. (the “Company”) is pleased to offer you the opportunity to receive the retention benefit described below. Retention Bonus. To incentivize your continued employment with the Company through August 4, 2024 (the “Retention Date”), the Company will pay you a cash bonus in the total amount of $[] less applicable withhold

August 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2023 Proterra Inc (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation or organization) (Commis

August 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 7, 2023 Proterra Inc (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 7, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation or organization) (Commis

August 8, 2023 EX-99.1

Proterra Announces Strategic Initiatives to Strengthen Financial Position and Sharpen Technology Focus Files for Voluntary Chapter 11 Reorganization to Maximize Value of the Business & Product Line Potential Company Continues to Operate as a Leading

Exhibit 99.1 Proterra Announces Strategic Initiatives to Strengthen Financial Position and Sharpen Technology Focus Files for Voluntary Chapter 11 Reorganization to Maximize Value of the Business & Product Line Potential Company Continues to Operate as a Leading Commercial Vehicle EV Technology Provider BURLINGAME, Calif., August 7, 2023 – Proterra Inc (Nasdaq: PTRA) (“Proterra” or the “Company”),

June 28, 2023 424B3

Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-264346 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated June 9, 2023) Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated June 9, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-

June 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 23, 2023 Proterra Inc (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 23, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation or organization) (Commiss

June 28, 2023 EX-3.1

Certificate of Amendment to the Company’s Certificate of Incorporation, dated June 27, 2023.

EX 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF PROTERRA INC Proterra Inc (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: FIRST: The name of this corporation is Proterra Inc, and the date on which the Certificate of Incorporation of this corporation (

June 9, 2023 424B3

Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-264346 PROSPECTUS Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to 125,389,111 shares of common stock, par val

June 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 8, 2023 Proterra Inc (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 8, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation or organization) (Commissi

June 8, 2023 EX-99.1

Proterra Announces Appointment of Jeffrey Embt as Chief Accounting Officer

EX 99.1 Proterra Announces Appointment of Jeffrey Embt as Chief Accounting Officer BURLINGAME, Calif., - Proterra Inc (NASDAQ: PTRA), a leading innovator in commercial vehicle electrification technology, today announced the appointment of Jeffrey Embt as Chief Accounting Officer (CAO), effective June 8, 2023. As Proterra’s CAO, Mr. Embt will report directly to Proterra Chief Financial Officer Davi

May 31, 2023 EX-1.01

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

Exhibit 1.01 Proterra Inc Conflict Minerals Report For the Reporting Period January 1 to December 31, 2022 This Conflict Minerals Report (“Report”) of Proterra Inc (“Proterra”) has been prepared pursuant to Rule 13p-1 (the “Rule”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the reporting period January 1, 2022 to December 31, 2022 (the “Reporting Period”). The R

May 31, 2023 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Proterra Inc (Exact name of the registrant as specified in its charter) Delaware 001-39546 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Proterra Inc (Exact name of the registrant as specified in its charter) Delaware 001-39546 (State or other jurisdiction of incorporation) (Commission file number) 1815 Rollins Road, Burlingame, CA 94010 (Address of principle executive offices) (Zip code) (864) 438-0000 (Name and telephone

May 26, 2023 POS AM

As filed with the U.S. Securities and Exchange Commission on May 26, 2023.

As filed with the U.S. Securities and Exchange Commission on May 26, 2023. Registration No. 333-264346 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROTERRA INC (Exact name of registrant as specified in its charter) Delaware 3711 90-2099565 (State or other juris

May 24, 2023 EX-10.1

Amendment to Secured Convertible Promissory Note by and between the Company, Proterra OpCo, GenIM and the Cowen Parties, dated May 19, 2023

Exhibit 10.1 PROTERRA OPERATING COMPANY, INC. AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE This Amendment to Secured Convertible Promissory Note (this “Amendment”) is entered into as of May 19, 2023 (the “Amendment Effective Date”), by and among Proterra Operating Company, Inc. (formerly known as Proterra Inc.), a Delaware corporation (the “Company”), Proterra Inc., a Delaware corporation and

May 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 19, 2023 Proterra Inc (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 19, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation or organization) (Commissi

May 24, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 22, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 12, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION, DATED MAY [ ], 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 11, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 11, 2023 Proterra Inc (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 11, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation or organization) (Commissi

May 11, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION, DATED MAY [ ], 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 11, 2023 EX-99.1

Jack Allen to Retire as Proterra Board Chairman at the Annual Meeting of Stockholders; Roger Nielsen Appointed as Successor

EX 99.1 Jack Allen to Retire as Proterra Board Chairman at the Annual Meeting of Stockholders; Roger Nielsen Appointed as Successor BURLINGAME, Calif. – Proterra Inc (NASDAQ: PTRA), a leading innovator in commercial vehicle electrification technology, today announced that Jack Allen’s term as Non-Executive Chairman and Member of Proterra’s Board of Directors will expire at the company’s annual sto

May 10, 2023 EX-10.1

Letter Agreement by and between Proterra Inc and JoAnn Covington, dated March 2

Exhibit 10.1 March 23, 2023 VIA EMAIL JoAnn Covington Dear JoAnn: This letter agreement (“Agreement”) sets forth the terms and conditions of our agreement concerning your separation from Proterra Inc. and its subsidiary Proterra Operating Company, Inc. (collectively, “Proterra” or the “Company”). 1.Resignation of Officer Positions and Transition Services. Effective March 27, 2023 you have resigned

May 10, 2023 EX-10.6

Executive Offer Letter of David S. Black, dated May

EX 10.6 May 4, 2023 David Black 14846 Resolves Lane Charlotte, NC 28277 Dear David: We are pleased to extend this offer letter to join Proterra Inc (collectively with its subsidiaries, the “Company” or “Proterra”) as the Chief Financial Officer (CFO), subject to and effective upon (the “Effective Date”) your appointment as CFO by the Board of Directors (the “Board”). Your employment with the Compa

May 10, 2023 EX-10.5

Third Amendment to Loan, Guaranty and Security Agreement, dated as of April 3, 2023, by and among Proterra OpCo, and Bank of America, N,A. as lender, and Bank of America, N.A. as agent.

EX 10.5 THIRD AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT This THIRD AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”) dated as of April 3, 2023, is entered into by and among PROTERRA OPERATING COMPANY, INC, a Delaware corporation (formerly Proterra Inc.) (“Borrower”), the Lenders identified on the signature pages hereto, and BANK OF AMERICA, N.A., a national banking ass

May 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39546 Proterra I

May 9, 2023 EX-99.1

Proterra Inc Condensed Consolidated Statements of Operations (Unaudited) (in thousands, except per share data) Three Months Ended March 31, 2023 2022 Product revenue $ 69,996 $ 54,171 Parts and other service revenue 9,533 4,410 Total revenue 79,529 5

BURLINGAME, Calif. – May 9, 2023 – In the first few months of 2023, we made meaningful progress towards our top priorities in 2023, namely growing revenue as well as production at our new Powered 1 battery facility, which we believe paves a clearer path to gross margin improvement, and managing our cash. Revenue grew 36% year-over-year in Q1 2023 to $79.5 million, driven by 49% year-over-year grow

May 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2023 Proterra Inc (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation or organization) (Commissio

May 1, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

May 1, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 27, 2023 Proterra Inc (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 27, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation or organization) (Commis

May 1, 2023 EX-99.1

Proterra Announces Appointment of David Black as Chief Financial Officer Karina Padilla to Step Down as CFO

EX 99.1 Proterra Announces Appointment of David Black as Chief Financial Officer Karina Padilla to Step Down as CFO BURLINGAME, Calif. – Proterra Inc (NASDAQ: PTRA) (“Proterra” or the “Company”), a leading innovator in commercial vehicle electrification technology, today announced the appointment of David Black, a public company finance executive with more than 30 years’ experience in public corpo

May 1, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Proterra Inc (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.

May 1, 2023 S-8

As filed with the Securities and Exchange Commission on April 28, 2023

As filed with the Securities and Exchange Commission on April 28, 2023 Registration No.

May 1, 2023 EX-10.36

Executive Offer Letter of Karina F. Padilla,

EX10.36 December 7, 2021 Ms. Karina Franco Padilla Dear Karina: We are pleased to present you with this amended and restated offer letter to join Proterra Inc (collectively with its subsidiaries, the “Company” or “Proterra”) as Chief Financial Officer reporting to the CEO. Your appointment as Chief Financial Officer is subject to approval by the Board of Directors (the “Board”), which will be requ

April 3, 2023 EX-4.1

Form of Amended and Restated Convertible Note

Exhibit 4.1 CONFORMED TO AMENDMENT NO. 2 TO SECURED CONVERTIBLE PROMISSORY NOTES AND NOTE PURCHASE AGREEMENT DATED AS OF MARCH 31, 2023 NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THIS NOTE AND SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS O

April 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 31, 2023 Proterra Inc (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 31, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation or organization) (Commis

April 3, 2023 EX-10.1

Amendment No. 2 to Secured Convertible Promissory Notes and Note Purchase Agreement by and between the Cowen Parties, the Company and Proterra OpCo, dated March 31, 2023

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA INC IF PUBLICLY DISCLOSED. SUBJECT TO FED. R. EVID. 408 EXECUTION VERSION PROTERRA OPERATING COMPANY, INC. AMENDMENT NO. 2 TO SECURED CONVERTIBLE PROMISSORY NOTES AND NOTE PURCHASE AGREEMENT This Amendment No. 2 t

April 3, 2023 EX-10.2

Waiver pursuant to the Loan, Guaranty and Security Agreement, dated as of March 31, 2023, by and between Proterra OpCo

Exhibit 10.2 March 31, 2023 Proterra Operating Company, Inc. 1815 Rollins Road Burlingame, CA 94010 Re: Loan, Guaranty and Security Agreement, dated May 8, 2019 (as amended, restated or otherwise modified, the “Loan Agreement”), entered into by Proterra Operating Company, Inc. (the “Borrower”), the lenders party thereto (the “Lenders”) and Bank of America, N.A., as agent for the Lenders (the “Agen

April 3, 2023 EX-99.1

Proterra Finalizes Agreement with Cowen Convertible Note Holders

EX 99.1 Proterra Finalizes Agreement with Cowen Convertible Note Holders BURLINGAME, Calif., April 3, 2023 – Proterra Inc (Nasdaq: PTRA) (together with its subsidiary, Proterra Operating Company, Inc., “Proterra” or the “Company”), today announced that it has executed a definitive agreement with CSI Prodigy Holdco LP, CSI Prodigy Co-Investment LP and CSI PRTA Co-Investment LP (the “Cowen Parties”)

March 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 20, 2023 Proterra Inc (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 20, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation or organization) (Commis

March 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 19, 2023 Proterra Inc (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 19, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation or organization) (Commis

March 20, 2023 EX-10.1

Binding Letter of Intent, dated March 19, 2023

Exhibit 10.1 BINDING LETTER OF INTENT DATED AS OF MARCH 19, 2023 Reference is made to that certain Note Purchase Agreement, dated as of August 4, 2020, by and among Proterra Operating Company, Inc., a Delaware corporation formerly known as Proterra Inc. (the “Company”), the Investors (as defined therein) from time to time party thereto, the Guarantors (as defined therein) from time to time party t

March 20, 2023 EX-99.1

Proterra Reaches Binding Letter of Intent with Cowen Convertible Note Holders

Exhibit 99.1 Proterra Reaches Binding Letter of Intent with Cowen Convertible Note Holders BURLINGAME, Calif., March 20, 2023 – Proterra Inc (Nasdaq: PTRA) (together with its subsidiary, Proterra Operating Company, Inc., “Proterra” or the “Company”), a leading innovator in commercial vehicle electrification technology, today announced that the Proterra Operating Company, Inc. has reached a binding

March 17, 2023 EX-10.14

Amended and Restated Product Supply Agreement, dated November 3, 2017, by and between TPI Inc. and Proterra Inc as amended December 31, 2018, October 1, 2019, and May 13, 2020

EX 10.14 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA INC. IF PUBLICLY DISCLOSED.SUBJECT TO FED. R. EVID. 408 Amendment No. 4 to Amended and Restated Product Supply Agreement This Amendment No. 4 (“Amendment No. 4”) is entered into by and between Proterra Operating Compa

March 17, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-395

March 17, 2023 EX-10.43

Limited Waiver Pursuant to Note Purchase Agreement and Secured Convertible Promissory Notes, dated March 14, 2023, by and among Proterra Operating Company Inc. and the Cowen Parties

EX 10.43 Proterra Operating Company, Inc. March 14, 2023 PRIVATE AND CONFIDENTIAL Via: Email CSI I Prodigy Holdco LP CSI Prodigy Co-Investment LP CSI GP I LLC CSI PRTA Co-Investment LP 599 Lexington Avenue, 20th Floor New York, NY 10022 Re: Limited Waiver Pursuant to Note Purchase Agreement and Secured Convertible Promissory Notes Ladies and Gentlemen: We refer to that certain Note Purchase Agreem

March 17, 2023 EX-10.10

Lease Guaranty Agreement, dated November 8, 2011, by and between Proterra, Inc. and Carolina CC Venture XXXVII, LLC

EX 10.10 LEASE GUARANTY THIS LEASE GUARANTY (“Guaranty”) is made this day of , 2021, by PROTERRA, INC., a Delaware corporation (hereinafter referred to as “Guarantor”, whether one or more) in favor of Carolina CC Venture XXXVII, LLC, a Delaware limited liability company (“Landlord”). FOR VALUE RECEIVED, Guarantor hereby unconditionally, irrevocably and absolutely guarantees to Landlord the prompt

March 17, 2023 EX-10.36

Executive Offer Letter of

EX 10.36 December 7, 2021 Ms. Karina Franco Padilla Dear Karina: We are pleased to extend you an offer to join Proterra Inc (collectively with its subsidiaries, the “Company” or “Proterra”) as Chief Financial Officer reporting to the CEO. Your appointment as Chief Financial Officer is subject to approval by the Board of Directors (the “Board”), which will be requested from the Board of Directors a

March 17, 2023 EX-10.8

dated May 8, 2015, by and between PAC Operating Limited Partnership and Proterra Inc, as amended February 8, 2019

EX 10.8 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA INC. IF PUBLICLY DISCLOSED.SUBJECT TO FED. R. EVID. 408 FIFTH AMENDMENT TO LEASE AGREEMENT THIS FIFTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of 24 December 2022, by and between PAC Operating

March 17, 2023 EX-10.9

Lease Agreement, dated November 13, 2021, by and between Proterra Operating Company, Inc. and Carolina CC Venture XXXVII, LLC

EX 10.9 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA INC. IF PUBLICLY DISCLOSED.SUBJECT TO FED. R. EVID. 408 LEASE AGREEMENT THIS LEASE AGREEMENT (the “Lease”), made and entered into as of November 13, 2021 (the “date of this Lease”) by and between Proterra Operating Com

March 17, 2023 EX-10.5

dated April 23, 2015 and amended January 30, 2018, and further amended June 18, 2019 by and between G&T Properties and Proterra Inc

EX 10.5 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA INC.IF PUBLICLY DISCLOSED.SUBJECT TO FED. R. EVID. 408 Amendment NO. 3 TO LEASE AGREEMENT Lessor: G & T Properties, a limited partnership Lessee: Proterra Operating Company, Inc.,, a Delaware corporation formerly known

March 17, 2023 EX-10.37

Severance Agreement of Karina F. Padilla, dated January 3, 2022

EX 10.37 SEVERANCE AGREEMENT This Severance Agreement (the “Agreement”) is entered into as of (the “Effective Date”) by and between [ ] (the “Executive”) and Proterra Inc, a Delaware corporation (the “Company”). 1.Term of Agreement. This Agreement shall terminate on the date the Executive’s employment with the Company or its subsidiary, as applicable, terminates for a reason other than a Qualifyin

March 17, 2023 EX-10.7

dated May 8, 2015, by and between PAC Operating Limited Partnership and Proterra Inc, as amended February 8, 2019

EX 10.7 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA INC. IF PUBLICLY DISCLOSED.SUBJECT TO FED. R. EVID. 408 THIRD AMENDMENT TO LEASE AGREEMENT THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of , by and between PAC Operating Limited Partner

March 15, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 15, 2023 Proterra Inc (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 15, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation or organization) (Commis

March 15, 2023 EX-99.1

Three Months Ended December 31

EX-99.1 2 a2022q4prexhibit991.htm EX-99.1 In a year filled with its share of uncertainties, we closed out 2022 achieving our revenue guidance for the full year, while ably navigating continued parts shortages and completing our largest battery manufacturing capacity expansion to date. Revenue in Q4 2022 grew 17% compared to Q4 2021 to $80.0 million driven by Proterra Powered deliveries of 302 batt

March 13, 2023 EX-99.1

Proterra Statement on Minimal Exposure to Silicon Valley Bank

EX 99.1 Proterra Statement on Minimal Exposure to Silicon Valley Bank BURLINGAME, Calif. – Proterra Inc (NASDAQ: PTRA), a leading innovator in commercial vehicle electrification technology, today issued the following statement regarding Silicon Valley Bank’s (“SVB”) transition into receivership by the Federal Deposit Insurance Corporation (“FDIC”): “While we continue to proactively monitor the sit

March 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 12, 2023 Proterra Inc (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 12, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation or organization) (Commis

March 2, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

Commission File Number 001-39546 CUSIP Number 74374T109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 17, 2023 Proterra Inc (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 17, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 90-2099565 (State or other jurisdiction of incorporation or organization) (Com

February 24, 2023 EX-10.1

Waiver Pursuant to the Note Purchase Agreement and Secured Convertible Promissory Notes, dated February 17, 2023, by and among Proterra Inc. and the Cowen Parties

EX 10.1 Proterra Inc February 17, 2023 PRIVATE AND CONFIDENTIAL Via: Email CSI I Prodigy Holdco LP CSI Prodigy Co-Investment LP CSI GP I LLC CSI PRTA Co-Investment LP 599 Lexington Avenue, 20th Floor New York, NY 10022 Re: Waiver Pursuant to Note Purchase Agreement and Secured Convertible Promissory Notes Ladies and Gentlemen: We refer to that certain Note Purchase Agreement, dated as of August 4,

February 14, 2023 EX-99.1

Proterra Announces Appointments of Julian Soell as Chief Operating Officer and Chris Bailey as Chief Business Officer

EX 99.1 Proterra Announces Appointments of Julian Soell as Chief Operating Officer and Chris Bailey as Chief Business Officer BURLINGAME, Calif. – Proterra Inc (NASDAQ: PTRA), a leading innovator in commercial vehicle electrification technology, today announced the appointments of Julian Soell as Chief Operating Officer and Chris Bailey as Chief Business Officer effective March 1, 2023. “Julian an

February 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 13, 2023 Proterra Inc (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 13, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation or organization) (Com

February 10, 2023 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 CUSIP No. 74374T109 Schedule 13G Page 1 1 of 11 Exhibit 1 EXHIBIT 1 TO SCHEDULE 13G JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person con

February 10, 2023 SC 13G/A

DE:6VL / Proterra, Inc. / Tao Pro LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 Under the Securities Exchange Act of 1934 (Amendment No. 1)* Proterra Inc (Name of Issuer) Common Stock, Par Value of $0.0001 Per Share (Title of Class of Securities) 74374T109 (CUSIP Number) December 31, 2022 Date of Event Which Requires Filing

February 9, 2023 SC 13G

DE:6VL / Proterra, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Proterra Inc. Title of Class of Securities: Common Stock CUSIP Number: 74374T109 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-

February 1, 2023 SC 13G/A

DE:6VL / Proterra, Inc. / FRANKLIN RESOURCES INC Passive Investment

prot22a21.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 74374T109 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Proterra Inc (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 74374T109 (CUSIP Number) December 31, 2022 (Date of Even

January 20, 2023 EX-99.1

Proterra to Concentrate Electric Bus and Battery Manufacturing in Larger South Carolina Facilities With 2023 Exit from City of Industry Plant

Proterra to Concentrate Electric Bus and Battery Manufacturing in Larger South Carolina Facilities With 2023 Exit from City of Industry Plant BURLINGAME, Calif.

January 20, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 13, 2023 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation or organization) (Comm

January 19, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Proterra Inc (Exact Name of Registrant as Specified in its Certificate of Incorporation) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, $0.

January 19, 2023 S-3/A

As filed with the U.S. Securities and Exchange Commission on January 19, 2023.

As filed with the U.S. Securities and Exchange Commission on January 19, 2023. Registration No. 333-268987 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROTERRA INC (Exact name of registrant as specified in its charter) Delaware 98-1551379 (State or other jurisdiction of incorporation or org

January 19, 2023 CORRESP

PROTERRA INC 1815 Rollins Road Burlingame, California 94010

PROTERRA INC 1815 Rollins Road Burlingame, California 94010 January 19, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

December 23, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Proterra Inc (Exact Name of Registrant as Specified in its Certificate of Incorporation) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, $0.

December 23, 2022 EX-4.3

Form of Indenture

Exhibit 4.3 PROTERRA INC, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [l], 20 Debt Securities 1 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities. 5 Section 2.02 Form of Securities and Trustee?s Certificate. 8 Section 2

December 23, 2022 EX-4.5

Form of Warrant Agreement

Exhibit 4.5 Proterra Inc and , As Warrant Agent Form of Common Stock Warrant Agreement Dated as of PROTERRA INC FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this ?Agreement?), dated as of [], between Proterra Inc, a Delaware corporation (the ?Company?), and [], a [corporation] [national banking association] organized and existing under the laws of [] and having a cor

December 23, 2022 EX-4.2

Specimen Common Stock Certificate

Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [l] PROTERRA INC INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF PROTERRA INC (THE ?COMPANY?) transferable on the books of the Company in person or by duly authorized attorney

December 23, 2022 EX-4.7

Form of Debt Securities Warrant Agreement and Warrant Certificate

Exhibit 4.7 Proterra Inc and , As Warrant Agent Form of Debt Securities Warrant Agreement Dated as of PROTERRA INC FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this ?Agreement?), dated as of [], between Proterra Inc, a Delaware corporation (the ?Company?), and [], a [corporation] [national banking association] organized and existing under the laws of [] and hav

December 23, 2022 EX-4.6

Form of Preferred Stock Warrant Agreement and Warrant Certificate

Exhibit 4.6 Proterra Inc and , As Warrant Agent Form of Preferred Stock Warrant Agreement Dated as of PROTERRA INC FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this ?Agreement?), dated as of [], between Proterra Inc, a Delaware corporation (the ?Company?), and [], a [corporation] [national banking association] organized and existing under the laws of [] and hav

December 23, 2022 S-3

As filed with the U.S. Securities and Exchange Commission on December 23, 2022.

As filed with the U.S. Securities and Exchange Commission on December 23, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROTERRA INC (Exact name of registrant as specified in its charter) Delaware 98-1551379 (State or other jurisdiction of incorporation or organization) (I.R.S. Em

November 15, 2022 424B3

Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-264346 PROSPECTUS Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to 125,389,111 shares of common stock, par val

November 4, 2022 POS AM

As filed with the U.S. Securities and Exchange Commission on November 4, 2022.

As filed with the U.S. Securities and Exchange Commission on November 4, 2022. Registration No. 333-264346 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROTERRA INC (Exact name of registrant as specified in its charter) Delaware 3711 98-1551379 (State or other j

November 3, 2022 424B3

Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-264346 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated April 26, 2022) Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated April 26, 2022, as supplemented by Prospectus Supplement No. 1, dated May 6, 2022, Prospec

November 3, 2022 EX-10.1

2022 Form of Stock Option Agreement under the Proterra Inc 2021 Equity Incentive Plan

Exhibit-10.1 PROTERRA INC 2021 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT You (the ?Optionee?) have been granted an option to purchase shares of Common Stock of the Company (the ?Option?) under the Proterra Inc (the ?Company?) 2021 Equity Incentive Plan (the ?Plan?) subject to the terms and conditions of the Plan, this Notice of Stock Option Grant (this ?Notice?), and the Stock Option Agre

November 3, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39546 Proter

November 2, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 2, 2022 Proterra Inc (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 2, 2022 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation or organization) (Comm

November 2, 2022 EX-99.1

Proterra Inc Condensed Consolidated Statements of Operations (Unaudited) (in thousands, except per share data) Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Product revenue $ 89,769 $ 59,907 $ 214,196 $ 167,401

The third quarter of 2022 was a breakthrough quarter for Proterra. We reported record quarterly revenue surpassing $96 million, representing growth of 55% compared to Q3 2021 and 29% compared to our prior record in Q2 2022. Proterra Transit deliveries rose to a new record of 60 new electric buses. Proterra Powered grew deliveries by 274% compared to Q3 2021 to 292 battery systems and has delivered

September 19, 2022 EX-99.1

• • • • • → → • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • UNMANAGED CHARGING can lead to higher utility bills with higher peak demand charges B U S & C H A R G E R S C H E D U L E B U S # P O W E R D E M A N D O N G R ID P O W E R

a8-k9x17x2022ex991 • • • • • → → • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • UNMANAGED CHARGING can lead to higher utility bills with higher peak demand charges B U S & C H A R G E R S C H E D U L E B U S # P O W E R D E M A N D O N G R ID P O W E R ( K W ) Utility bills include a peak (kW) demand charge OUR CHARGE MANAGEMENT SOFTWARE VALENCE is designed to lower utility bills

September 19, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 19, 2022(September 19, 2022) Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation

August 3, 2022 8-K/A

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 3, 2022 (May 26, 2022) Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of inco

August 3, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39546 Proterra In

August 3, 2022 EX-10.1

Executive Offer Letter of Juilan R. Soell, dated August 1, 2022

EXHIBIT 10.1 August 1, 2022 Mr. Julian R. Soell Dear Julian: This amended and restated offer letter amends and restates the offer letter between you and Proterra Operating Company, Inc. (the ?Company?) dated April 1, 2022 (the ?Prior Agreement?) effective as of August 1, 2022. You will continue to work in the role of President, Proterra Transit, reporting to the President of the Company. 1.Cash Co

August 3, 2022 424B3

Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-264346 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated April 26, 2022) Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated April 26, 2022, as supplemented by Prospectus Supplement No. 1, dated May 6, 2022, Prospec

August 3, 2022 424B3

Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-264346 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated April 26, 2022) Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated April 26, 2022, as supplemented by Prospectus Supplement No. 1, dated May 6, 2022, Prospec

August 2, 2022 EX-99.1

Proterra Inc Condensed Consolidated Statements of Operations (Unaudited) (in thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Product revenue $ 70,256 $ 56,072 $ 124,427 $ 107,494 Parts and o

In Q2 2022, we continued to demonstrate our ability to execute despite an unpredictable and volatile supply chain to report a strong quarter of deliveries and revenue.

August 2, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 2, 2022 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation or organization) (Commis

June 15, 2022 EX-99.1

Proterra Announces Appointment of Jan Hauser to Board of Directors

Proterra Announces Appointment of Jan Hauser to Board of Directors BURLINGAME, Calif ? Proterra Inc (NASDAQ: PTRA), a leading innovator in commercial vehicle electrification technology, today announced the appointment of Jan Hauser to the company?s board of directors effective June 9, 2022.

June 15, 2022 424B3

Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-264346 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated April 26, 2022) Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated April 26, 2022, as supplemented by Prospectus Supplement No. 1, dated May 6, 2022, and Pro

June 15, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 15, 2022 (June 9, 2022) Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation or organiz

June 2, 2022 424B3

Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-264346 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated April 26, 2022) Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated April 26, 2022, as supplemented by Prospectus Supplement No. 1, dated May 6, 2022 (the ?Pr

June 2, 2022 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2022 (May 26, 2022) Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation or organiza

May 6, 2022 424B3

Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-264346 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated April 26, 2022) Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated April 26, 2022 (the ?Prospectus?), which forms a part of our registration statement on For

May 6, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39546 Proterra I

May 4, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 4, 2022 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation or organization) (Commissio

May 4, 2022 EX-99.1

Three Months Ended March 31,

As we highlighted in our last quarterly letter, we expect our total revenue growth in 2022 to be driven by Proterra Powered & Energy revenue more than doubling year-over-year to above $100 million, while Proterra Transit revenue is constrained by extended supply chain challenges.

April 26, 2022 424B3

Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-264346 PROSPECTUS Proterra Inc 125,389,111 Shares of Common Stock 26,317,092 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the ?Selling Securityholders?) of up to 125,389,111 shares of common stock, par val

April 22, 2022 CORRESP

Proterra Inc 1815 Rollins Road Burlingame, California 94010

Proterra Inc 1815 Rollins Road Burlingame, California 94010 April 22, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

April 19, 2022 EX-99.1

Proterra Announces Appointment of Julian Soell as President of Proterra Transit

Exhibit 99.1 Proterra Announces Appointment of Julian Soell as President of Proterra Transit BURLINGAME, Calif. ? Proterra Inc (NASDAQ: PTRA), a leading innovator in commercial vehicle electrification technology, today announced the appointment of Julian Soell as president of its Proterra Transit business unit effective May 2, 2022. As president of Proterra Transit, Julian will oversee Proterra?s

April 19, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 19, 2022 (April 19, 2022) Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation or orga

April 19, 2022 424B3

Proterra Inc 161,169,124 Shares of Common Stock 28,941,556 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-257496 PROSPECTUS SUPPLEMENT NO. 13 (to Prospectus dated July 9, 2021) Proterra Inc 161,169,124 Shares of Common Stock 28,941,556 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated July 9, 2021, as supplemented by Prospectus Supplement No. 1, dated August 11, 2021, Prospe

April 18, 2022 EX-10.37

Executive Offer Letter of JoAnn C. Covington, dated April 13, 2022

Exhibit 10.37 April 13, 2022 Ms. JoAnn Covington Dear JoAnn: This letter agreement amends and restates the offer letter between you and Proterra Operating Company, Inc. (the ?Company?) dated March 1, 2017 (the ?Prior Agreement?) effective as of April 13, 2022. You will continue to work in the role of Chief Legal Officer, reporting to the Chief Executive Officer of the Company. 1.Cash Compensation.

April 18, 2022 EX-10.34

Executive Offer Letter of Joshua P. Ensign, dated September 20, 2021

Exhibit 10.34 9/9/2021 Joshua Ensign Dear Joshua, We are pleased to offer you the position President of Proterra Transit, reporting to Jack Allen. We are offering you an annual salary of $400,000. The effective date is September 1st, 2021. Effective for Fiscal Year 2021, you will continue to be eligible to participate in Proterra?s Annual Bonus Program. Your bonus percentage will adjust as of Sept

April 18, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 Proterra Inc Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.

April 18, 2022 S-1

As filed with the Securities and Exchange Commission on April 18, 2022.

As filed with the Securities and Exchange Commission on April 18, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT 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 Stan

April 18, 2022 EX-10.36

Executive Offer Letter of Christopher L. Bailey, dated November 9, 2021

Exhibit 10.36 November 4, 2021 Mr. Christopher Bailey Dear Chris: This letter agreement amends and restates the offer letter between you and Proterra Operating Company, Inc. (the ?Company?) dated April 30, 2021 (the ?Prior Agreement?) effective as of November 4, 2021. You will continue to work in the role of President, Proterra Powered and Energy, reporting to the President of the Company. 1.Cash

April 13, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

DEF 14A 1 tm2211485-1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Chec

April 13, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 15, 2022 424B3

Proterra Inc 161,169,124 Shares of Common Stock 28,941,556 Shares of Common Stock Underlying Warrants and Convertible Notes

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-257496 PROSPECTUS SUPPLEMENT NO. 12 (to Prospectus dated July 9, 2021) Proterra Inc 161,169,124 Shares of Common Stock 28,941,556 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated July 9, 2021, as supplemented by Prospectus Supplement No. 1, dated Augus

March 15, 2022 S-8

As filed with the Securities and Exchange Commission on March 14, 2022

As filed with the Securities and Exchange Commission on March 14, 2022 Registration No.

March 15, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation Of Filing Fee Tables Form S-8 Proterra Inc (Exact Name of Registrant as specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0.

March 14, 2022 EX-10.28

Severance Agreement of Gareth T. Joyce, dated January 1, 2022

Exhibit 10.28 SEVERANCE AGREEMENT This Severance Agreement (the ?Agreement?) is entered into as January 1, 2022 (the ?Effective Date?) by and between Gareth T. Joyce (the ?Executive?) and Proterra Inc, a Delaware corporation (the ?Company?). 1.Term of Agreement. This Agreement shall terminate on the date the Executive?s employment with the Company or its subsidiary, as applicable, terminates for a

March 14, 2022 EX-10.31

Executive Offer Letter of Joshua P.

Exhibit 10.31 March 23, 2021 Mr. Josh Ensign Dear Josh: This letter agreement amends and restates the offer letter between you and Proterra Inc. (the ?Company?), dated August 29, 2016 (the ?Prior Agreement?) effective March 1, 2021. You will continue to work in the role of Chief Operating Officer, reporting to the Company?s Chief Executive Officer. 1.Cash Compensation. In this position, the Compan

March 14, 2022 EX-10.33

Retention Agreement of Joshua P. Ensign, dated September 1

Exhibit 10.33 RETENTION AGREEMENT Proterra Inc September 15, 2021 Dear Josh Ensign: Proterra Inc, a Delaware corporation (the ?Company?) is very pleased to offer you the opportunity to receive the retention benefit described below. Retention Bonus. Subject to your continued employment with the Company or its subsidiaries through to September 13, 2022 (the ?Retention Date?), the Company will pay yo

March 14, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-395

March 14, 2022 EX-10.32

Severance Agreement of Joshua P. Ensign, dated September 11, 2018

Exhibit 10.32 SEVERANCE AGREEMENT This Severance Agreement (the ?Agreement?) is entered into as of September 11, 2018 (the ?Effective Date?) by and between Josh Ensign (the ?Executive?) and Proterra Inc, a Delaware corporation (the ?Company?). 1.Term of Agreement. This Agreement shall terminate on the date the Executive?s employment with the Company or its subsidiary, as applicable, terminates for

March 14, 2022 EX-21.1

List of Subsidiaries

EXHIBIT 21.1 SUBSIDIARY OF PROTERRA INC Name of Subsidiary Jurisdiction Proterra Operating Company, Inc. Delaware

March 14, 2022 EX-4.1

Description of Registrant’s Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Authorized Capitalization The total amount of our authorized capital stock consists of 500,000,000 shares of common stock, par value $0.0001 per share and 10,000,000 shares of preferred stock, par value $0.0001 per share. The following summary describes the ma

March 14, 2022 EX-10.34

Retention Agreement of JoAnn C. Covington, dated September 15, 2021

Exhibit 10.34 RETENTION AGREEMENT Proterra Inc September 15, 2021 Dear JoAnn Covington: Proterra Inc, a Delaware corporation (the ?Company?) is very pleased to offer you the opportunity to receive the retention benefit described below. Retention Bonus. Subject to your continued employment with the Company or its subsidiaries through to September 13, 2022 (the ?Retention Date?), the Company will pa

March 14, 2022 EX-10.27

Executive Offer Letter of Gareth T. Joyce, dated December 7, 2021

EXHIBIT 10.27 December 7, 2021 Mr. Gareth Joyce Dear Gareth: We are pleased to extend this offer to serve as President and Chief Executive Officer of Proterra Inc (collectively with its subsidiaries, the ?Company? or ?Proterra?), effective January 1, 2022 (?Effective Date?), subject to your election by the Board of Directors. 1.Position and Duties. As of the Effective Date, you will serve as the P

March 2, 2022 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

Commission File Number 001-39546 CUSIP Number 74374T109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 2, 2022 424B3

Proterra Inc 161,169,124 Shares of Common Stock 28,941,556 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-257496 PROSPECTUS SUPPLEMENT NO. 11 (to Prospectus dated July 9, 2021) Proterra Inc 161,169,124 Shares of Common Stock 28,941,556 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated July 9, 2021, as supplemented by Prospectus Supplement No. 1, dated August 11, 2021, Prospe

March 1, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 1, 2022 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation or organization) (Commiss

March 1, 2022 EX-99.1

Year Ended December 31,

2021 was a seminal year for both the growth of Proterra and for commercial vehicle electrification.

February 23, 2022 EX-99.1

Proterra announces appointment of automotive industry leader Roger Nielsen to its Board of Directors

Proterra announces appointment of automotive industry leader Roger Nielsen to its Board of Directors BURLINGAME, Calif.

February 23, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 23, 2022 (February 16, 2022) Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation o

February 23, 2022 424B3

Proterra Inc 161,169,124 Shares of Common Stock 28,941,556 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-257496 PROSPECTUS SUPPLEMENT NO. 10 (to Prospectus dated July 9, 2021) Proterra Inc 161,169,124 Shares of Common Stock 28,941,556 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated July 9, 2021, as supplemented by Prospectus Supplement No. 1, dated August 11, 2021, Prospe

February 17, 2022 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d315207dex991.htm EX-99.1 CUSIP No. 74374T109 Schedule 13G Page 11 of 11 Exhibit 1 EXHIBIT 1 TO SCHEDULE 13G JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information

February 17, 2022 SC 13G

DE:6VL / Proterra, Inc. / Tao Pro LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 Under the Securities Exchange Act of 1934 (Amendment No. )* Proterra Inc (Name of Issuer) Common Stock, Par Value of $0.0001 Per Share (Title of Class of Securities) 74374T109 (CUSIP Number) December 31, 2021 Date of Event Which Requires Filing of the St

February 14, 2022 SC 13G/A

DE:6VL / Proterra, Inc. / ArcLight CTC Holdings, L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Proterra Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 74374T109 (CUSIP Number) (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pursuant to

February 14, 2022 EX-99.A

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, $0.

February 11, 2022 SC 13G

US74374T1170 / PROTERRA INC WT EXPIRATION: 09/22/27 / KPCB GREEN GROWTH FUND LLC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Proterra Inc (Name of Issuer) Common Stock (Title of Class of Securities) 74374T117 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of

February 10, 2022 SC 13G/A

DE:6VL / Proterra, Inc. / ADAGE CAPITAL PARTNERS GP, L.L.C. - PROTERRA INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Proterra Inc. (formerly known as ArcLight Clean Transition Corp.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74374T109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the a

January 24, 2022 424B3

PROSPECTUS SUPPLEMENT NO. 9 (to Prospectus dated July 9, 2021) Proterra Inc 161,169,124 Shares of Common Stock 28,941,556 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-257496 PROSPECTUS SUPPLEMENT NO. 9 (to Prospectus dated July 9, 2021) Proterra Inc 161,169,124 Shares of Common Stock 28,941,556 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated July 9, 2021, as supplemented by Prospectus Supplement No. 1, dated August 11, 2021, Prospec

January 24, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 24, 2022 (January 24, 2022) Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation or

January 10, 2022 SC 13G/A

DE:6VL / Proterra, Inc. / FRANKLIN RESOURCES INC Passive Investment

SC 13G/A 1 prot21a1.htm CUSIP NO. 74374T109 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Proterra Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 74374T109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this S

December 16, 2021 424B3

PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated July 9, 2021) Proterra Inc 161,169,124 Shares of Common Stock 28,941,556 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-257496 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated July 9, 2021) Proterra Inc 161,169,124 Shares of Common Stock 28,941,556 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated July 9, 2021, as supplemented by Prospectus Supplement No. 1, dated August 11, 2021, Prospec

December 16, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 16, 2021 ( December 12, 2021) Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation

December 9, 2021 EX-99.1

Proterra Announces Leadership Succession Plan Gareth Joyce to Succeed Jack Allen as Chief Executive Officer, effective January 1, 2022; Jack Allen to Transition to Non-Executive Chairman of the Board Karina Franco Padilla Appointed Chief Financial Of

EX-99.1 2 pressreleasedateddecember9.htm EX-99.1 Exhibit 99.1 Proterra Announces Leadership Succession Plan Gareth Joyce to Succeed Jack Allen as Chief Executive Officer, effective January 1, 2022; Jack Allen to Transition to Non-Executive Chairman of the Board Karina Franco Padilla Appointed Chief Financial Officer ML Krakauer Appointed to the Proterra Board; Ryan Popple to Step Down as Director

December 9, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 9, 2021 (December 7, 2021) Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation or

December 9, 2021 424B3

PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated July 9, 2021) Proterra Inc 161,169,124 Shares of Common Stock 28,941,556 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-257496 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated July 9, 2021) Proterra Inc 161,169,124 Shares of Common Stock 28,941,556 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated July 9, 2021, as supplemented by Prospectus Supplement No. 1, dated August 11, 2021, Prospec

November 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39546 Proter

November 12, 2021 EX-10.2

Cederoth, dated September 13, 2021

EXHIBIT 10.2 PROTERRA OPERATING COMPANY INC EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) by and between Proterra Operating Company, Inc, (?Company?) and AJ Cederoth (?Executive? or ?you?) (collectively, the ?parties?) is entered into, and is effective as of, the date Executive?s employment commences (?Effective Date?), which is intended to be no later than Monday, September 13

November 12, 2021 424B3

Proterra Inc 161,169,124 Shares of Common Stock 28,941,556 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-257496 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated July 9, 2021) Proterra Inc 161,169,124 Shares of Common Stock 28,941,556 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated July 9, 2021, as supplemented by Prospectus Supplement No. 1, dated August 11, 2021, Prospec

November 12, 2021 EX-10.3

Employee Agreement of Christopher Bailey, dated November 4, 2021

EXHIBIT 10.3 November 4, 2021 Mr. Christopher Bailey Dear Chris: This letter agreement amends and restates the offer letter between you and Proterra Operating Company, Inc. (the ?Company?) dated April 30, 2021 (the ?Prior Agreement?) effective as of November 4, 2021. You will continue to work in the role of President, Proterra Powered and Energy, reporting to the President of the Company. 1.Cash C

November 12, 2021 EX-10.1

Letter Agreement by and between Proterra Inc and Amy

EXHIBIT 10.1 VIA ELECTRONIC DELIVERY September 25, 2021 Amy Ard Dear Amy: This letter agreement ("Agreement") sets forth the terms and conditions of our agreement concerning your separation from Proterra Inc and its subsidiary Proterra Operating Company, Inc. (collectively, "Proterra" or "Company"). 1.Transition Agreement. September 15, 2021 will be your last day of employment as Chief Financial O

November 10, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 10, 2021 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation or organization) (Com

November 10, 2021 EX-99.1

NET INCOME (LOSS) TO ADJUSTED EBITDA RECONCILIATION

In the third quarter of 2021, we demonstrated continued execution even in the face of extensive supply chain disruptions across the global industrial sector.

October 29, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 28, 2021 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation or organization) (Comm

October 29, 2021 EX-99.2

NOTICE OF EXTENSION OF REDEMPTION DATE TO THE HOLDERS OF PROTERRA INC PUBLIC WARRANTS (CUSIP No. 74374T117)* AND PRIVATE WARRANTS

EX-99.2 3 proterra-ptraxnoticeofrede.htm EX-99.2 Exhibit 99.2 October 28, 2021 NOTICE OF EXTENSION OF REDEMPTION DATE TO THE HOLDERS OF PROTERRA INC PUBLIC WARRANTS (CUSIP No. 74374T117)* AND PRIVATE WARRANTS NOTICE IS HEREBY GIVEN, as of October 28, 2021, that Proterra Inc, a Delaware corporation (the “Company”), has determined to and hereby does extend the period during which its Warrants (as de

October 29, 2021 EX-99.1

Proterra Announces Extension of Redemption Date for its Warrants

EX-99.1 2 pressrelease-proterraannou.htm EX-99.1 Exhibit 99.1 Proterra Announces Extension of Redemption Date for its Warrants BURLINGAME, CA — October 28, 2021 —Proterra Inc (Nasdaq: PTRA) (“Proterra” or the “Company”), a leading innovator in commercial vehicle electrification technology, today announced that it is extending the redemption date of its public warrants (the “Public Warrants”) and p

October 15, 2021 424B3

Proterra Inc 168,719,124 Shares of Common Stock 7,550,000 Warrants to Purchase Shares of Common Stock 50,366,550 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-257496 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated July 9, 2021) Proterra Inc 168,719,124 Shares of Common Stock 7,550,000 Warrants to Purchase Shares of Common Stock 50,366,550 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated July 9, 2021, as supplemented by Prosp

October 15, 2021 EX-99.1

Proterra Announces Chris Bailey as President of Proterra Powered & Energy

Exhibit 99.1 Proterra Announces Chris Bailey as President of Proterra Powered & Energy BURLINGAME, Calif. ? Proterra Inc (NASDAQ: PTRA), a leading innovator in commercial vehicle electrification technology, today announced the appointment of Chris Bailey as president of its Proterra Powered and Energy business units. Previously Senior Vice President of Proterra Energy, Chris will now lead Proterra

October 15, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 15, 2021 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation or organization) (Comm

October 14, 2021 8-K/A

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 12, 2021 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation or

October 14, 2021 EX-99.2

NOTICE OF “REDEMPTION FAIR MARKET VALUE” TO THE HOLDERS OF PROTERRA INC PUBLIC WARRANTS (CUSIP NO. 74374T117) PRIVATE WARRANTS

EX-99.2 3 redemptionfairmarketvaluen.htm EX-99.2 Exhibit 99.2 BY FIRST CLASS MAIL October 14, 2021 NOTICE OF “REDEMPTION FAIR MARKET VALUE” TO THE HOLDERS OF PROTERRA INC PUBLIC WARRANTS (CUSIP NO. 74374T117) AND PRIVATE WARRANTS Reference is made to that certain Notice of Redemption (as defined below) under which Proterra Inc. (the “Company”) committed to inform registered holders of the Company’

October 14, 2021 EX-99.1

Proterra Announces Redemption Fair Market Value in Connection With Redemption of its Outstanding Warrants

Exhibit 99.1 Proterra Announces Redemption Fair Market Value in Connection With Redemption of its Outstanding Warrants Burlingame, Calif. ? October 12, 2021 ? Proterra Inc. (Nasdaq: PTRA) today announced the ?Redemption Fair Market Value? in connection with its previously announced redemption of its outstanding warrants. The Redemption Fair Market Value will be used to determine the number of shar

October 12, 2021 EX-99.1

Proterra Announces Redemption Fair Market Value in Connection With Redemption of its Outstanding Warrants

Exhibit 99.1 Proterra Announces Redemption Fair Market Value in Connection With Redemption of its Outstanding Warrants Burlingame, Calif. ? October 12, 2021 ? Proterra Inc. (Nasdaq: PTRA) today announced the ?Redemption Fair Market Value? in connection with its previously announced redemption of its outstanding warrants. The Redemption Fair Market Value will be used to determine the number of shar

October 12, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 12, 2021 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation or organization) (Comm

October 12, 2021 EX-99.2

NOTICE OF “REDEMPTION FAIR MARKET VALUE” TO THE HOLDERS OF PROTERRA INC PUBLIC WARRANTS (CUSIP NO. 74374T117) PRIVATE WARRANTS

Exhibit 99.2 BY FIRST CLASS MAIL October 12, 2021 NOTICE OF ?REDEMPTION FAIR MARKET VALUE? TO THE HOLDERS OF PROTERRA INC PUBLIC WARRANTS (CUSIP NO. 74374T117) AND PRIVATE WARRANTS Reference is made to that certain Notice of Redemption (as defined below) under which Proterra Inc. (the ?Company?) committed to inform registered holders of the Company?s Warrants (as defined below) of the following in

September 28, 2021 EX-99.2

NOTICE OF REDEMPTION TO THE HOLDERS OF Proterra Inc Public Warrants (CUSIP No. 74374T117)* PRIVATE WARRANTS

EX-99.2 3 ex992.htm EX-99.2 Exhibit 99.2 BY FIRST CLASS MAIL September 27, 2021 NOTICE OF REDEMPTION TO THE HOLDERS OF Proterra Inc Public Warrants (CUSIP No. 74374T117)* AND PRIVATE WARRANTS NOTICE IS HEREBY GIVEN, as of September 27, 2021, that Proterra Inc, a Delaware corporation (the “Company”), has elected to redeem, at 5:00 p.m. New York City time on October 27, 2021 (the “Redemption Date”),

September 28, 2021 EX-99.1

Proterra Announces Redemption of Public Warrants and Private Placement Warrants

Exhibit 99.1 Proterra Announces Redemption of Public Warrants and Private Placement Warrants Burlingame, Calif. ? September 27, 2021 ? Proterra Inc (Nasdaq: PTRA) today announced that it will redeem all of its public warrants (the ?Public Warrants?) and private placement warrants (the ?Private Placement Warrants? and, together with the Public Warrants, the ?Warrants?) to purchase shares of Proterr

September 28, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 27, 2021 (September 22, 2021) Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation

September 14, 2021 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 13, 2021 (September 10,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 13, 2021 (September 10, 2021) Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation

September 14, 2021 424B3

Proterra Inc 168,719,124 Shares of Common Stock 7,550,000 Warrants to Purchase Shares of Common Stock 50,366,550 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-257496 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated July 9, 2021) Proterra Inc 168,719,124 Shares of Common Stock 7,550,000 Warrants to Purchase Shares of Common Stock 50,366,550 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated July 9, 2021, as supplemented by Prosp

September 8, 2021 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 7, 2021 (August 31, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 7, 2021 (August 31, 2021) Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation or

September 8, 2021 424B3

Proterra Inc 168,719,124 Shares of Common Stock 7,550,000 Warrants to Purchase Shares of Common Stock 50,366,550 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-257496 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated July 9, 2021) Proterra Inc 168,719,124 Shares of Common Stock 7,550,000 Warrants to Purchase Shares of Common Stock 50,366,550 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated July 9, 2021, as supplemented by Prosp

August 16, 2021 EX-99.5

Form of Stock Appreciation Right Agreement under the Proterra Inc 2021 Equity Incentive Plan

Exhibit 99.5 NOTICE OF STOCK APPRECIATION RIGHT AWARD PROTERRA INC 2021 EQUITY INCENTIVE PLAN Unless otherwise defined herein, the terms defined in the Proterra Inc (the ?Company?) 2021 Equity Incentive Plan (the ?Plan?) shall have the same meanings in this Notice of Stock Appreciation Right Award (the ?Notice of Grant?) and the attached Stock Appreciation Right Agreement (the ?SAR Agreement?). Yo

August 16, 2021 EX-99.8

Form of Stock Bonus Agreement under the Proterra Inc 2021 Equity Incentive Plan

Exhibit 99.8 NOTICE OF STOCK BONUS AWARD PROTERRA INC 2021 EQUITY INCENTIVE PLAN Unless otherwise defined herein, the terms defined in the Proterra Inc (the ?Company?) 2021 Equity Incentive Plan (the ?Plan?) shall have the same meanings in this Notice of Stock Bonus Award (the ?Notice?) and the attached Stock Bonus Award Agreement (the ?Stock Bonus Agreement?). You have been granted an award of Sh

August 16, 2021 EX-99.4

Form of Restricted Stock Agreement under the Proterra Inc 2021 Equity Incentive Plan

Exhibit 99.4 NOTICE OF RESTRICTED STOCK AWARD PROTERRA INC 2021 EQUITY INCENTIVE PLAN Unless otherwise defined herein, the terms defined in the Proterra Inc (the ?Company?) 2021 Equity Incentive Plan (the ?Plan?) shall have the same meanings in this Notice of Restricted Stock Award (the ?Notice?) and the attached Restricted Stock Agreement (the ?Restricted Stock Agreement?). You have been granted

August 16, 2021 EX-99.2

Form of Stock Option Agreement under the Proterra Inc 2021 Equity Incentive Plan

Exhibit 99.2 PROTERRA INC 2021 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT You (the ?Optionee?) have been granted an option to purchase shares of Common Stock of the Company (the ?Option?) under the Proterra Inc (the ?Company?) 2021 Equity Incentive Plan (the ?Plan?) subject to the terms and conditions of the Plan, this Notice of Stock Option Grant (this ?Notice?), and the Stock Option Agre

August 16, 2021 EX-99.3

Agreement under the Proterra Inc 2021 Equity Incentive

Exhibit 99.3 PROTERRA INC 2021 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD You (the ?Participant?) have been granted an award of Restricted Stock Units (?RSUs?) under the Proterra Inc (the ?Company?) 2021 Equity Incentive Plan (the ?Plan?), subject to the terms and conditions of the Plan, this Notice of Restricted Stock Unit Award (the ?Notice?) and the attached Restricted Stock Un

August 16, 2021 S-8

Form S-8

As filed with the Securities and Exchange Commission on August 16, 2021 Registration No.

August 16, 2021 EX-99.6

Form of Performance Shares Award Agreement under the Proterra Inc 2021 Equity Incentive Plan

Exhibit 99.6 NOTICE OF PERFORMANCE SHARES AWARD PROTERRA INC 2021 EQUITY INCENTIVE PLAN Unless otherwise defined herein, the terms defined in the Proterra Inc (the ?Company?) 2021 Equity Incentive Plan (the ?Plan?) shall have the same meanings in this Notice of Performance Shares Award (the ?Notice?) and the attached Performance Shares Award Agreement (the ?Performance Shares Agreement?). You have

August 16, 2021 EX-99.7

Form of Global Stock Option Agreement under the Proterra Inc 2021 Equity Incentive Plan

Exhibit 99.7 PROTERRA INC 2021 EQUITY INCENTIVE PLAN GLOBAL NOTICE OF STOCK OPTION GRANT You (the ?Optionee?) have been granted an option to purchase shares of Common Stock of the Company (the ?Option?) under the Proterra Inc (the ?Company?) 2021 Equity Incentive Plan (the ?Plan?) subject to the terms and conditions of the Plan, this Global Notice of Restricted Stock Unit Award (this ?Notice?), an

August 13, 2021 424B3

Proterra Inc 168,719,124 Shares of Common Stock 7,550,000 Warrants to Purchase Shares of Common Stock 50,366,550 Shares of Common Stock Underlying Warrants and Convertible Notes

Filed pursuant to Rule 424(b)(3) Registration No. 333-257496 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated July 9, 2021) Proterra Inc 168,719,124 Shares of Common Stock 7,550,000 Warrants to Purchase Shares of Common Stock 50,366,550 Shares of Common Stock Underlying Warrants and Convertible Notes This prospectus supplement supplements the prospectus dated July 9, 2021, as supplemented by Prosp

August 13, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39546 Proterra In

August 13, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 13, 2021 Proterra Inc (Exact name of registrant as specified in its charter) Delaware 001-39546 98-1551379 (State or other jurisdiction of incorporation or organization) (Commi

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