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 30, 2020

 

Hyliion Holdings Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   001-38823   82-2538002
(State or Other Jurisdiction of
Incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

1202 BMC Drive, Suite 100
Cedar Park, TX
  78613
(Address of principal executive offices)   (Zip Code)

 

(833) 495-4466

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value per share   HYLN   New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   HYLN WS   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 8.01 Other Events. 

 

On November 30, 2020, Hyliion Holdings Corp. (the “Company”) issued a press release announcing the redemption of all of its outstanding warrants, other than the Private Placement Warrants (as defined in the Warrant Agreement), to purchase shares of the Company’s common stock that were issued under (i) the Warrant Agreement, dated as of February 27, 2019, by and between Tortoise Acquisition Corp. (“TortoiseCorp”) and Continental Stock Transfer & Trust Company, as warrant agent, as part of the units sold in TortoiseCorp’s initial public offering and (ii) the Amended and Restated Forward Purchase Agreement, dated February 6, 2019, among TortoiseCorp, Tortoise Sponsor LLC and Atlas Point Energy Infrastructure Fund, LLC, as amended by the First Amendment to Amended and Restated Forward Purchase Agreement, dated June 18, 2020. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

 

A copy of the Notice of Redemption delivered by the Company is filed 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 or the Notice of Redemption attached hereto as Exhibit 99.2 shall constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

 

Item 9.01. Financial Statements and Exhibits.

  

(d) Exhibits.

 

Exhibit Number 

 

Description 

99.1   Press release, dated November 30, 2020.
99.2   Notice of Redemption, dated November 30, 2020.

 

1 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 30, 2020 HYLIION HOLDINGS CORP.
     
  By: /s/ Thomas Healy
    Thomas Healy
Chief Executive Officer

 

  

2

 

Exhibit 99.1

 

 

Hyliion Announces Redemption of Public Warrants

 

November 30, 2020

 

AUSTIN, Texas — Hyliion Holdings Corp. (NYSE: HYLN; HLYN WS) (“Hyliion”), a leader in electrified powertrain solutions for Class 8 commercial vehicles, today announced that holders of its approximately 12.5 million outstanding warrants (the “Public Warrants”) to purchase shares of its common stock, $0.0001 par value per share (the “Common Stock”) will have until 5:00 p.m., New York City time, on December 30, 2020 to exercise their Public Warrants. The Public Warrants are exercisable for an aggregate of approximately 12.5 million shares of Common Stock at a price of $11.50 per share, representing a total of approximately $144.0 million in potential proceeds to Hyliion. Pursuant to the terms of the agreements governing the rights of the holders of the Public Warrants, Hyliion is entitled to redeem all of the outstanding Public Warrants for a redemption price of $0.01 per Public Warrant (the “Redemption Price”) if the last sales price of the Common Stock is at least $18.00 per share on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which a notice of redemption is given. This share price performance target has been met. Any Public Warrants that remain unexercised immediately after 5:00 p.m., New York City time, on December 30, 2020 will be void and no longer exercisable, and the holders of those Public Warrants will be entitled to receive $0.01 per Public Warrant. Holders of Public Warrants in “street name” should immediately contact their broker to determine their broker’s procedure for exercising their Public Warrants since the process to exercise is voluntary.

 

The Public Warrants were issued under (i) the Warrant Agreement, dated as of February 27, 2019 (the “Warrant Agreement”), by and between Tortoise Acquisition Corp. (“TortoiseCorp”) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”) and (ii) the Amended and Restated Forward Purchase Agreement, dated February 6, 2019, among TortoiseCorp, Tortoise Sponsor LLC and Atlas Point Energy Infrastructure Fund, LLC, as amended by the First Amendment to Amended and Restated Forward Purchase Agreement, dated June 18, 2020. Warrants to purchase Common Stock that were issued under the Warrant Agreement in a private placement and still held by the initial holders thereof or their permitted transferees are not subject to this redemption.

 

None of Hyliion, its board of directors or employees has made or is making any representation or recommendation to any holder of the Public Warrants as to whether to exercise or refrain from exercising any Public Warrants.

 

The shares of Common Stock underlying the Public Warrants have been registered by Hyliion under the Securities Act of 1933, as amended, and are covered by a registration statement filed on Form S-1 with, and declared effective by, the Securities and Exchange Commission (Registration No. 333-249649).

 

Questions concerning redemption and exercise of the Public Warrants can be directed to Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004, Attention: Compliance Department, telephone number (212) 509-4000.

 

No Offer or Solicitation

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer of any of Hyliion’s securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

 

 

 

 

About Hyliion Holdings Corp.

 

Hyliion’s mission is to reduce the carbon intensity and greenhouse gas (GHG) emissions of commercial transportation Class 8 vehicles by being a leading provider of electrified powertrain solutions. Leveraging advanced software algorithms and data analytics capabilities, Hyliion offers fleets an easy, efficient system to decrease fuel and operating expenses while seamlessly integrating with their existing fleet operations. Headquartered in Austin, Texas, it designs, develops and sells electrified powertrain solutions that are designed to be installed on most major Class 8 commercial vehicles, with the goal of transforming the commercial transportation industry’s environmental impact at scale. For more information, visit www.hyliion.com.

 

Contacts

 

For media inquiries please contact:

 

Mustafa Riffat / Jeremy Cohen
Edelman
mustafa.riffat@edelman.com / jeremy.cohen@edelman.com

 

For Investor Relations inquiries please contact:

 

Bob Gujavarty
bob.gujavarty@hyliion.com

 

 

Exhibit 99.2

 

November 30, 2020

 

NOTICE OF REDEMPTION OF CERTAIN WARRANTS (CUSIP 449109115)

 

Dear Public Warrant Holder,

 

Hyliion Holdings Corp. (the “Company”) hereby gives notice that it is redeeming, at 5:00 p.m. New York City time on December 30, 2020 (the “Redemption Date”), all of the Company’s outstanding warrants (the “Public Warrants”) to purchase shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) for a redemption price of $0.01 per Public Warrant (the “Redemption Price”), that were issued under (i) the Warrant Agreement, dated as of February 27, 2019 (the “Warrant Agreement”), by and between the Company’s predecessor company, Tortoise Acquisition Corp. (“TortoiseCorp”) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), as part of the units sold in TortoiseCorp s initial public offering (the “IPO”) and (ii) the Amended and Restated Forward Purchase Agreement, dated February 6, 2019, among TortoiseCorp, Tortoise Sponsor LLC and Atlas Point Energy Infrastructure Fund, LLC, as amended by the First Amendment to Amended and Restated Forward Purchase Agreement, dated June 18, 2020. Each Public Warrant entitles the holder thereof to purchase one share of Common Stock for a purchase price of $11.50 per share, subject to adjustment. Any Public Warrants that remain unexercised at 5:00 p.m. New York City time on the Redemption Date will be void and no longer exercisable and their holders will have no rights with respect to those Public Warrants, except to receive the Redemption Price or as otherwise described in this notice for holders who hold their Public Warrants in “street name.” Warrants to purchase Common Stock that were issued under the Warrant Agreement in a private placement simultaneously with the IPO and are still held by the initial holders thereof or their permitted transferees are not subject to this notice of redemption.

 

The Public Warrants are listed on the New York Stock Exchange under the symbol “HYLN WS” and the Common Stock is listed on New York Stock Exchange under the symbol “HYLN.” On November 24, 2020, the last reported sale price of the Public Warrants was $9.70 and the last reported sale price of the Common Stock was $24.85.

 

TERMS OF REDEMPTION; CESSATION OF RIGHTS

 

The rights of the Public Warrant holders to exercise their Public Warrants will terminate immediately prior to 5:00 p.m. New York City time on the Redemption Date. At 5:00 p.m. New York City time on the Redemption Date and thereafter, holders of unexercised Public Warrants will have no rights with respect to those warrants, except to receive the Redemption Price or as otherwise described in this notice for holders who hold their Public Warrants in “street name.” We encourage you to consult with your broker, financial advisor and/or tax advisor to consider whether or not to exercise your Public Warrants. Note that the act of exercising is VOLUNTARY, meaning holders must instruct their broker to submit the Public Warrants for exercise.

 

The Company is exercising this right to redeem the Public Warrants pursuant to Section 6 of the Warrant Agreement. Pursuant to Section 6.1 of the Warrant Agreement, the Company has the right to redeem all of the outstanding Public Warrants if the last sales price of the Common Stock equals or exceeds $18.00 per share on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which a notice of redemption is given. The last sales price of the Common Stock has been at least $18.00 per share on each of 20 trading days within the 30-day trading period ending on November 24, 2020 (which is the third trading day prior to the date of this redemption notice).

 

EXERCISE PROCEDURE

 

Public Warrant holders have until 5:00 p.m. New York City time on the Redemption Date to exercise their Public Warrants to purchase Common Stock. Public Warrants may only be exercised for cash. Each Public Warrant entitles the holder thereof to purchase one share of Common Stock at a cash price of $11.50 per Public Warrant exercised (the “Exercise Price”).

 

Payment of the exercise funds may be made by wire transfer of immediately available funds. Wire instructions will be provided to the Depository Trust Company and will otherwise be provided upon request.

 

 

 

 

Those who hold their Public Warrants in “street name” should immediately contact their broker to determine their broker’s procedure for exercising their Public Warrants since the process to exercise is VOLUNTARY.

 

Persons who are holders of record of their Public Warrants may exercise their Public Warrants by sending:

 

1. The Warrant Certificate;

 

2. A fully and properly completed “Election to Purchase” (a form of which is attached hereto as Annex A), duly executed and indicating, among of things, the number of Public Warrants being exercised; and

 

3. The exercise funds via wire transfer,

 

to:

 

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attention: Compliance Department
Telephone: (212) 509-4000

 

The method of delivery of the Public Warrants is at the option and risk of the holder, but if mail is used, registered mail properly insured is suggested.

 

The Warrant Certificate, the fully and properly completed Election to Purchase and the exercise funds must be received by Continental Stock Transfer & Trust Company prior to 5:00 p.m. New York City time on the Redemption Date. Subject to the following paragraph, any failure to deliver a fully and properly completed Election to Purchase together with the related Warrant Certificate and exercise funds before such time will result in such holder’s Public Warrants being redeemed at the Redemption Price of $0.01 per Public Warrant and not exercised.

 

For holders of Public Warrants who hold their Public Warrants in “street name,” provided that the Exercise Price for the Public Warrants being exercised and a Notice of Guaranteed Delivery and the exercise funds are received by the Warrant Agent prior to 5:00 p.m. New York City time on the Redemption Date, broker-dealers shall have two business days from the Redemption Date, or 5:00 p.m. New York City time on December 30, 2020, to deliver the Public Warrants to the Warrant Agent. Any such Public Warrant received without an Election to Purchase and a Notice of Guaranteed Delivery having been duly executed and fully and properly completed or the exercise funds being submitted will be deemed to have been delivered for redemption at the Redemption Price of $0.01 per Public Warrant, and not for exercise.

 

PROSPECTUS

 

A prospectus covering the Common Stock issuable upon the exercise of the Warrants (and the supplements thereto) is included in a registration statement filed with, and declared effective by, the Securities and Exchange Commission (Registration No. 333-249649) (the “SEC”). The SEC also maintains an Internet website that contains a copy of this prospectus. The address of this site is www.sec.gov. Alternatively, to obtain a copy of the prospectus (and the supplements thereto), please visit our investor relations website at investors.hyliion.com.

 

REDEMPTION PROCEDURE

 

Payment of the Redemption Price will be made by the Company upon presentation and surrender of a Public Warrant for payment after 5:00 p.m. New York City time on the Redemption Date. Those who hold their shares in “street name” should contact their broker to determine their broker’s procedure for redeeming their Public Warrants.

 

*********************************

 

 

 

 

Any questions you may have about redemption and exercising your Public Warrants may be directed to the Warrant Agent at its address and telephone number set forth above.

 

  Sincerely,
   
  HYLIION HOLDINGS CORP.
   
  /s/ Thomas Healy
  Thomas Healy
  Chief Executive Officer

 

 

 

 

ANNEX A

 

HYLIION HOLDINGS CORP.

 

Election to Purchase

 

(To Be Executed Upon Exercise of Warrant)

 

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ shares of Common Stock and herewith tenders payment for such shares of Common Stock, $0.0001 par value per share (the “Common Stock”) to the order of Hyliion Holdings Corp. (the “Company”) in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of __________, whose address is ____________________ and that such shares of Common Stock be delivered to __________ whose address is ____________________.

 

 

  (Date)
   
   
  (Signature)
   
   
   
   
  (Address)
   
   
  (Tax Identification Number)

  

Signature Guaranteed:

 

 

 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE)) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.