Item 7.01 Regulation FD Disclosure.
OnOctober 12, 2021 ,Proterra Inc , aDelaware corporation (the "Company"), issued a press release announcing the "Redemption Fair Market Value" in connection with its previously announced redemption of its outstanding warrants. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. OnSeptember 27, 2021 , the Company announced it was redeeming all of its outstanding 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 the Company's common stock (the "Common Stock") that are governed by the Amended and Restated Warrant Agreement, datedJune 14, 2021 , by and among the Company,Computershare Trust Company, N.A. , a federally chartered trust company, andComputershare Inc. , aDelaware corporation (collectively, "Computershare"), as warrant agent and transfer agent (the "Warrant Agreement"). In connection with the redemption, Computershare previously delivered a redemption notice (the "Redemption Notice") on the Company's behalf, and the Company committed to inform holders of Warrants of the calculation of the Redemption Fair Market Value (as defined in the Warrant Agreement). The Redemption Notice was previously filed as Exhibit 99.2 to the Company's Current Report on Form 8-K filed onSeptember 27, 2021 . Further to the above, Computershare, in its capacity as warrant agent, has delivered a notice (the "Redemption Fair Market Value Notice") to each of the registered holders of the outstanding Warrants on behalf of the Company informing holders: a.that the Redemption Fair Market Value is$9.8542 ; and b.as a result, holders who exercise their Warrants on "cashless basis" will be entitled to receive 0.255 shares of Common Stock per Warrant. A copy of the Redemption Fair Market Value Notice delivered by Computershare on behalf of the Company is furnished as Exhibit 99.2 hereto and is incorporated herein by reference. None of this Current Report on Form 8-K, the press release attached hereto as Exhibit 99.1 nor the Redemption Fair Market Value Notice attached hereto as Exhibit 99.2 constitutes an offer to sell or the solicitation of an offer to buy any Company securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. The information in this Current Report and Exhibits 99.1 and 99.2 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933 as amended (the "Securities Act"), except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.
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Exhibit Number Exhibit Description Press Release, datedOctober 12, 2021 (as amended onOctober 14 , 99.1 2021) Redemption Fair Market Value Notice, datedOctober 12, 2021 (as 99.2 amended onOctober 14, 2021 ) 104 Inline XBRL for the cover page of this Current Report on Form 8-K.
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