DEFM14A 1 defm14a_tortoiseacq.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

______________________________________

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

£

 

Preliminary Proxy Statement

£

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

S

 

Definitive Proxy Statement

£

 

Definitive Additional Materials

£

 

Soliciting Material under §240.14a-12

Tortoise Acquisition Corp.
(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

£

 

No fee required.

£

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

   

(1)

 

Title of each class of securities to which transaction applies:

       

 

   

(2)

 

Aggregate number of securities to which transaction applies:

       

 

   

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

       

 

   

(4)

 

Proposed maximum aggregate value of transaction:

       

 

   

(5)

 

Total fee paid:

       

 

S

 

Fee paid previously with preliminary materials.

£

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

   

(1)

 

Amount Previously Paid:

       

 

   

(2)

 

Form, Schedule or Registration Statement No.:

       

 

   

(3)

 

Filing Party:

       

 

   

(4)

 

Date Filed:

       

 

____________

(1)      Our estimate of the transaction value is based on the following estimated values: 100,000,000 shares of the registrant’s Class A common stock valued at a fixed price of $10.00 per share.

(2)      The amount is the product of $1,000,000,000 multiplied by the Securities and Exchange Commission’s filing fee of $129.80 per million.

 

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF
TORTOISE Acquisition Corp.

Dear Stockholders of Tortoise Acquisition Corp.:

You are cordially invited to attend the special meeting (the “special meeting”) of stockholders of Tortoise Acquisition Corp. (“TortoiseCorp,” “we,” “our,” “us” or the “Company”), which will be held at 9:30 a.m., Eastern time, on September 28, 2020, via live webcast. To participate in the special meeting, visit https://www.cstproxy.com/tortoiseacquisitioncorp/sm2020 and enter the 12 digit control number included on your proxy card. You may register for the meeting as early as 9:00 a.m. Eastern time on September 23, 2020. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the meeting, as described in this proxy statement. At the special meeting, TortoiseCorp stockholders will be asked to consider and vote upon the following proposals:

•        The Business Combination Proposal — To consider and vote upon a proposal to (a) approve and adopt the Business Combination Agreement and Plan of Reorganization, dated as of June 18, 2020 (the “Business Combination Agreement”), among TortoiseCorp, SHLL Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of TortoiseCorp (“Merger Sub”), and Hyliion Inc., a Delaware corporation (“Hyliion”), pursuant to which Merger Sub will merge with and into Hyliion, with Hyliion surviving the merger as a wholly owned subsidiary of TortoiseCorp and (b) approve such merger and the other transactions contemplated by the Business Combination Agreement (the “business combination” and such proposal, the “Business Combination Proposal”) (Proposal No. 1). A copy of the Business Combination Agreement is attached to this proxy statement as Annex A.

•        The Charter Proposals — To consider and vote upon each of the following proposals to amend TortoiseCorp’s amended and restated certificate of incorporation (the “Charter”) (collectively, the “Charter Proposals”):

•        The Authorized Share Charter Proposal — To increase the number of authorized shares of TortoiseCorp’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), from 200,000,000 shares to 250,000,000 shares (the “Authorized Share Charter Proposal”) (Proposal No. 2);

•        The Director Classification Charter Proposal — To reclassify the board of directors (the “TortoiseCorp Board”) of TortoiseCorp (the “Director Classification Charter Proposal”) (Proposal No. 3); and

•        The Additional Charter Proposal — To eliminate provisions in the Charter relating to TortoiseCorp’s initial business combination that will no longer be applicable to TortoiseCorp following the closing of the business combination (the “Closing”), change the post-combination company’s name to “Hyliion Holdings Corp.” and make certain other changes that the TortoiseCorp Board deems appropriate for a public operating company (the “Additional Charter Proposal”) (Proposal No. 4).

The full text of our proposed second amended and restated certificate of incorporation (the “Proposed Second A&R Charter”) reflecting each of the proposed amendments pursuant to the Charter Proposals is attached to this proxy statement as Annex B.

•        The NYSE Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (the “NYSE”), (a) the issuance (or reservation for issuance in respect of certain options issued in exchange for outstanding pre-merger Hyliion options) of 100,000,000 shares of Class A Common Stock in the business combination, (b) the issuance and sale of 30,750,000 shares of Class A Common Stock in the private offering of securities to certain investors in connection with the business combination and (c) the issuance and sale of 1,750,000 forward purchase units, consisting of 1,750,000 shares of Class A Common Stock and warrants to purchase 875,000 shares of Class A Common Stock to Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited liability company (“Atlas Point Fund”), pursuant to that certain Amended and Restated Forward

 

Purchase Agreement, dated as of June 18, 2020, by and among us, Tortoise Sponsor LLC, a Delaware limited liability company (our “Sponsor”), and Atlas Point Fund, as amended (the “NYSE Proposal”) (Proposal No. 5).

•        The 2020 Plan Proposal — To consider and vote upon a proposal to approve and adopt the New Hyliion 2020 Equity Incentive Plan (the “2020 Plan”) and material terms thereunder (the “2020 Plan Proposal”) (Proposal No. 6). A copy of the 2020 Plan is attached to this proxy statement as Annex C.

•        The Director Election Proposal — To consider and vote upon a proposal to elect two directors to serve until the 2021 annual meeting of stockholders, three directors to serve until the 2022 annual meeting of stockholders and two directors to serve until the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified, subject to such directors’ earlier death, resignation, retirement, disqualification or removal (the “Director Election Proposal”) (Proposal No. 7).

•        The Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposals, the NYSE Proposal, the 2020 Plan Proposal or the Director Election Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Proposals, the NYSE Proposal, the 2020 Plan Proposal and the Director Election Proposal, the “Proposals”) (Proposal No. 8).

The special meeting will be completely virtual. There will be no physical meeting location and the special meeting will only be conducted via live webcast at the following address:              .

The TortoiseCorp Board recommends that TortoiseCorp stockholders vote “FOR” each Proposal (or in the case of the Director Election Proposal, “FOR ALL NOMINEES”) being submitted to a vote of the stockholders at the special meeting. When you consider the recommendation of the TortoiseCorp Board in favor of each of the Proposals, you should keep in mind that certain of TortoiseCorp’s directors and officers have interests in the business combination that may conflict with your interests as a stockholder. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Each of the Proposals is more fully described in this proxy statement, which each TortoiseCorp stockholder is encouraged to review carefully.

TortoiseCorp’s Class A Common Stock and public warrants, which are exercisable for shares of Class A Common Stock under certain circumstances, are currently listed on the NYSE under the symbols “SHLL” and “SHLL WS,” respectively. In addition, certain of our shares of Class A Common Stock and warrants currently trade as units consisting of one share of Class A Common Stock and one-half of one warrant, and are listed on the NYSE under the symbol “SHLL.U.” The units will automatically separate into the component securities upon consummation of the business combination and, as a result, will no longer trade as a separate security. Upon the Closing, we intend to change our name from “Tortoise Acquisition Corp.” to “Hyliion Holdings Corp.,” and we have applied to continue the listing of our Class A Common Stock and warrants on the NYSE under the symbols “HYLN” and “HYLN WS,” respectively.

Pursuant to our Charter, we are providing the holders of shares of Class A Common Stock originally sold as part of the units issued in our initial public offering (the “IPO” and such holders, the “public stockholders”) with the opportunity to redeem, upon the Closing, shares of Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to TortoiseCorp to pay its franchise and income taxes) from the IPO and a concurrent private placement of warrants to our Sponsor. For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of June 30, 2020 of approximately $236,643,898, the estimated per share redemption price would have been approximately $10.16. Public stockholders may elect to redeem their shares whether or not they are holders as of the record date and whether or not they vote for the Business Combination Proposal. Notwithstanding the foregoing redemption rights, a public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the outstanding shares of Class A Common Stock sold in the IPO.

 

Holders of TortoiseCorp’s outstanding warrants sold in the IPO, which are exercisable for shares of Class A Common Stock under certain circumstances, do not have redemption rights in connection with the business combination. Our Sponsor, officers, directors and Atlas Point Fund have agreed to waive their redemption rights in connection with the consummation of the business combination with respect to any shares of Class A Common Stock they may hold, and our shares of Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), will be excluded from the pro rata calculation used to determine the per share redemption price. Currently, our Sponsor, officers, directors and Atlas Point Fund own approximately 20% of our outstanding Class A Common Stock and Class B Common Stock, including all of the shares of Class B Common Stock. Our Sponsor, officers, directors and Atlas Point Fund have agreed to vote any shares of Class A Common Stock and Class B Common Stock owned by them in favor of the business combination.

TortoiseCorp is providing this proxy statement and accompanying proxy card to its stockholders in connection with the solicitation of proxies to be voted at the special meeting and any adjournments or postponements of the special meeting. Your vote is very important. Whether or not you plan to attend the special meeting virtually, please submit your proxy card without delay.

We encourage you to read this proxy statement carefully. In particular, you should review the matters discussed under the section entitled “Risk Factors” beginning on page 29 of this proxy statement.

Approval of each of the Business Combination Proposal, the NYSE Proposal, the 2020 Plan Proposal and the Adjournment Proposal requires the affirmative vote (online or by proxy) of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote and actually cast thereon online at the special meeting, voting as a single class. Approval of the Charter Proposals requires the affirmative vote (online or by proxy) of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon at the special meeting, voting as a single class. Approval of the Director Election Proposal requires the affirmative vote of a plurality of the votes cast by holders of our Class A Common Stock and Class B Common Stock virtually present or represented by proxy at the special meeting and entitled to vote thereon, voting as a single class.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of Proposal Nos. 1, 2, 3, 4, 5, 6 and 8 and “FOR ALL NOMINEES” for Proposal No. 7. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not virtually attend the special meeting, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have no effect on the Business Combination Proposal, the NYSE Proposal, the 2020 Plan Proposal, the Director Election Proposal or the Adjournment Proposal, but will have the same effect as a vote “AGAINST” the Charter Proposals. If you are a stockholder of record and you virtually attend the special meeting and wish to vote , you may withdraw your proxy and vote online.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE TORTOISECORP REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO TORTOISECORP’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE VIRTUAL SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Thank you for your consideration of these matters.

Sincerely,

Vincent T. Cubbage

Chief Executive Officer, President and Chairman of the Board of Directors

Tortoise Acquisition Corp.

 

Whether or not you plan to attend the special meeting of TortoiseCorp stockholders online, please submit your proxy by completing, signing, dating and mailing the enclosed proxy card in the pre-addressed postage paid envelope or by using the telephone or Internet procedures provided to you by your broker or bank. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting of TortoiseCorp stockholders and vote online, you must obtain a proxy from your broker or bank.

Neither the Securities and Exchange Commission nor any state securities commission has passed upon the adequacy or accuracy of this proxy statement. Any representation to the contrary is a criminal offense.

This proxy statement is dated September 8, 2020 and is first being mailed to TortoiseCorp stockholders on or about September 8, 2020.

 

TORTOISE ACQUISITION CORP.

5100 W. 115th Place
Leawood, Kansas 66211

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF TORTOISE ACQUISITION CORP.

To Be Held On September 28, 2020

To the Stockholders of Tortoise Acquisition Corp.:

NOTICE IS HEREBY GIVEN that the special meeting (the “special meeting”) of stockholders of Tortoise Acquisition Corp. (“TortoiseCorp,” “we,” “our,” “us” or the “Company”) will be held at 9:30 a.m., Eastern time, on September 28, 2020, via live webcast. To participate in the meeting, visit https://www.cstproxy.com/tortoiseacquisitioncorp/sm2020 and enter the 12 digit control number included on your proxy card. You may register for the special meeting as early as 9:00 a.m. Eastern time on September 23, 2020. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the meeting, as described in the accompanying proxy statement. At the special meeting, TortoiseCorp stockholders will be asked to consider and vote upon the following proposals:

•        The Business Combination Proposal — To consider and vote upon a proposal to (a) approve and adopt the Business Combination Agreement and Plan of Reorganization, dated as of June 18, 2020 (the “Business Combination Agreement”), among TortoiseCorp, SHLL Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of TortoiseCorp (“Merger Sub”), and Hyliion Inc., a Delaware corporation (“Hyliion”), pursuant to which Merger Sub will merge with and into Hyliion, with Hyliion surviving the merger as a wholly owned subsidiary of TortoiseCorp and (b) approve such merger and the other transactions contemplated by the Business Combination Agreement (the “business combination” and such proposal, the “Business Combination Proposal”) (Proposal No. 1). A copy of the Business Combination Agreement is attached to the accompanying proxy statement as Annex A.

•        The Charter Proposals — To consider and vote upon each of the following proposals to amend TortoiseCorp’s amended and restated certificate of incorporation (the “Charter”) (collectively, the “Charter Proposals”):

•        The Authorized Share Charter Proposal — To increase the number of authorized shares of TortoiseCorp’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), from 200,000,000 shares to 250,000,000 shares (the “Authorized Share Charter Proposal”) (Proposal No. 2);

•        The Director Classification Charter Proposal — To reclassify the board of directors (the “TortoiseCorp Board”) of TortoiseCorp (the “Director Classification Charter Proposal”) (Proposal No. 3); and

•        The Additional Charter Proposal — To eliminate provisions in the Charter relating to TortoiseCorp’s initial business combination that will no longer be applicable to TortoiseCorp following the closing of the business combination (the “Closing”), change the post-combination company’s name to “Hyliion Holdings Corp.” and make certain other changes that the TortoiseCorp Board deems appropriate for a public operating company (the “Additional Charter Proposal”) (Proposal No. 4).

The full text of our proposed second amended and restated certificate of incorporation (the “Proposed Second A&R Charter”) reflecting each of the proposed amendments pursuant to the Charter Proposals is attached to the accompanying proxy statement as Annex B.

•        The NYSE Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange, (a) the issuance (or reservation for issuance in respect of certain options issued in exchange for outstanding pre-merger Hyliion options) of 100,000,000 shares of Class A Common Stock in the business combination, (b) the issuance and sale of 30,750,000 shares of Class A Common Stock in the private offering of securities to certain

 

investors in connection with the business combination and (c) the issuance and sale of 1,750,000 forward purchase units, consisting of 1,750,000 shares of Class A Common Stock and warrants to purchase 875,000 shares of Class A Common Stock, to Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited liability company (“Atlas Point Fund”), pursuant to that certain Amended and Restated Forward Purchase Agreement, dated as of June 18, 2020, by and among us, Tortoise Sponsor LLC, a Delaware limited liability company (our “Sponsor”), and Atlas Point Fund, as amended (the “NYSE Proposal”) (Proposal No. 5).

•        The 2020 Plan Proposal — To consider and vote upon a proposal to approve and adopt the New Hyliion 2020 Equity Incentive Plan (the “2020 Plan”) and material terms thereunder (the “2020 Plan Proposal”) (Proposal No. 6). A copy of the 2020 Plan is attached to the accompanying proxy statement as Annex C.

•        The Director Election Proposal — To consider and vote upon a proposal to elect two directors to serve until the 2021 annual meeting of stockholders, three directors to serve until the 2022 annual meeting of stockholders and two directors to serve until the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified, subject to such directors’ earlier death, resignation, retirement, disqualification or removal (the “Director Election Proposal”) (Proposal No. 7).

•        The Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposals, the NYSE Proposal, the 2020 Plan Proposal or the Director Election Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Proposals, the NYSE Proposal, the 2020 Plan Proposal and the Director Election Proposal, the “Proposals”) (Proposal No. 8).

The special meeting will be completely virtual. There will be no physical meeting location and the special meeting will only be conducted via live webcast at the following address: https://www.cstproxy.com/ tortoiseacquisitioncorp/sm2020.

Only holders of record of TortoiseCorp’s Class A Common Stock and Class B Common Stock at the close of business on August 24, 2020 are entitled to notice of the virtual special meeting and to vote at the virtual special meeting and any adjournments or postponements thereof. A complete list of TortoiseCorp’s stockholders of record entitled to vote at the virtual special meeting will be available at the virtual special meeting and for ten days before the virtual special meeting at TortoiseCorp’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the virtual special meeting.

Pursuant to our Charter, we are providing the holders of shares of Class A Common Stock originally sold as part of the units issued in our initial public offering (the “IPO” and such holders, the “public stockholders”) with the opportunity to redeem, upon the Closing, shares of Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to TortoiseCorp to pay its franchise and income taxes) from the IPO and a concurrent private placement of warrants to our Sponsor. For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of June 30, 2020 of approximately $236,643,898, the estimated per share redemption price would have been approximately $10.16. Public stockholders may elect to redeem their shares whether or not they are holders as of the record date and whether or not they vote for the Business Combination Proposal. Notwithstanding the foregoing redemption rights, a public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the outstanding shares of Class A Common Stock sold in the IPO. Holders of TortoiseCorp’s outstanding warrants sold in the IPO, which are exercisable for shares of Class A Common Stock under certain circumstances, do not have redemption rights in connection with the business combination. Our Sponsor, officers, directors and Atlas Point Fund have agreed to waive their redemption rights in connection with the consummation of the business combination with respect to any shares of Class A Common Stock they may hold, and our shares of Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), will be excluded from the pro rata calculation used to determine the per share redemption price. Currently, our Sponsor, officers, directors and Atlas Point Fund own approximately 20% of our outstanding Class A Common Stock and Class B

 

Common Stock, including all of the shares of Class B Common Stock. Our Sponsor, officers, directors and Atlas Point Fund have agreed to vote any shares of Class A Common Stock and Class B Common Stock owned by them in favor of the business combination.

We may not consummate the business combination unless the Business Combination Proposal, the Charter Proposals and the NYSE Proposal are approved at the special meeting. The Charter Proposals, the 2020 Plan Proposal and the Director Election Proposal are conditioned on the approval of the Business Combination Proposal and the NYSE Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement.

Your attention is directed to the proxy statement accompanying this notice (including the annexes thereto) for a more complete description of the proposed business combination and related transactions and each of our Proposals. We encourage you to read the accompanying proxy statement carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200 (banks and brokers call collect at (203) 658-9400).

September 8, 2020

By Order of the Board of Directors

Vincent T. Cubbage

Chief Executive Officer, President and Chairman of the Board of Directors

 

TABLE OF CONTENTS

CERTAIN DEFINED TERMS

 

ii

SUMMARY TERM SHEET

 

v

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR TORTOISECORP STOCKHOLDERS

 

1

SUMMARY OF THE PROXY STATEMENT

 

13

SELECTED HISTORICAL FINANCIAL INFORMATION OF TORTOISECORP

 

25

SELECTED HISTORICAL FINANCIAL INFORMATION OF HYLIION

 

26

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

27

RISK FACTORS

 

29

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

72

COMPARATIVE SHARE INFORMATION

 

81

CAPITALIZATION

 

82

SPECIAL MEETING OF TORTOISECORP STOCKHOLDERS

 

83

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

 

88

PROPOSAL NO. 2 — THE AUTHORIZED SHARE CHARTER PROPOSAL

 

123

PROPOSAL NO. 3 — THE DIRECTOR CLASSIFICATION CHARTER PROPOSAL

 

124

PROPOSAL NO. 4 — THE ADDITIONAL CHARTER PROPOSAL

 

126

PROPOSAL NO. 5 — THE NYSE PROPOSAL

 

127

PROPOSAL NO. 6 — THE 2020 PLAN PROPOSAL

 

128

PROPOSAL NO. 7 — THE DIRECTOR ELECTION PROPOSAL

 

135

PROPOSAL NO. 8 — THE ADJOURNMENT PROPOSAL

 

136

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF HYLIION

 

137

INFORMATION ABOUT HYLIION

 

154

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF TORTOISECORP

 

174

INFORMATION ABOUT TORTOISECORP

 

178

EXECUTIVE COMPENSATION

 

189

MANAGEMENT AFTER THE BUSINESS COMBINATION

 

194

DESCRIPTION OF SECURITIES

 

202

SHARES ELIGIBLE FOR FUTURE SALE

 

214

BENEFICIAL OWNERSHIP OF SECURITIES

 

216

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

220

INDEPENDENT REGISTERED ACCOUNTING FIRM

 

223

HOUSEHOLDING INFORMATION

 

223

TRANSFER AGENT AND REGISTRAR

 

223

SUBMISSION OF STOCKHOLDER PROPOSALS

 

223

FUTURE STOCKHOLDER PROPOSALS

 

223

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

224

INDEX TO FINANCIAL STATEMENTS

 

F-1

ANNEX A: BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION

 

A-1

ANNEX B: SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

B-1

ANNEX C: NEW HYLIION 2020 EQUITY INCENTIVE PLAN

 

C-1

i

CERTAIN DEFINED TERMS

Unless the context otherwise requires, references in this proxy statement to:

•        “Atlas Point Fund” are to Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited liability company;

•        “business combination” are to the transactions contemplated by the Business Combination Agreement;

•        “Business Combination Agreement” are to that certain Business Combination Agreement and Plan of Reorganization, dated as of June 18, 2020, by and among TortoiseCorp, Merger Sub and Hyliion;

•        “Charter” are to TortoiseCorp’s Amended and Restated Certificate of Incorporation;

•        “Class A Common Stock” are to our Class A Common Stock, par value $0.0001 per share;

•        “Class B Common Stock” are to our Class B Common Stock, par value $0.0001 per share;

•        “Closing” are to the closing of the business combination;

•        “Closing Date” are to the date on which the Closing occurs;

•        “Exchange Act” are to the Securities Exchange Act of 1934, as amended;

•        “Exchange Ratio” are to the quotient obtained by dividing (a) 100,000,000 by (b) the total number of shares of Hyliion Common Stock outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as converted to Hyliion Common Stock basis, and including, without limitation or duplication, the number of shares of Hyliion Common Stock issuable upon conversion of the Hyliion Preferred Stock and Hyliion Convertible Notes pursuant to the Business Combination Agreement, and the number of shares of Hyliion Common Stock subject to unexpired, issued and outstanding Hyliion Options and Hyliion Options that Hyliion has committed to grant but has not yet granted as of immediately prior to the Effective Time;

•        “First Amendment to Forward Purchase Agreement” are to that certain First Amendment to Amended and Restated Forward Purchase Agreement, dated as of June 18, 2020, by and among us, our Sponsor and Atlas Point Fund;

•        “Forward Purchase Agreement” are to the IPO Forward Purchase Agreement, as amended by the First Amendment to Forward Purchase Agreement;

•        “Forward Purchase Units” are to the units issued and sold to Atlas Point Fund pursuant to the Forward Purchase Agreement, each consisting of one share of Class A Common Stock and one-half of one Forward Purchase Warrant;

•        “Forward Purchase Warrants” are to the warrants issued and sold as part of the Forward Purchase Units;

•        “Founder Shares” are to the outstanding shares of our Class B Common Stock;

•        “Historical Rollover Stockholders” are to the holders of shares of Class A Common Stock that will be issued in exchange for all outstanding shares of Hyliion Common Stock in the business combination;

•        “Hyliion” are to Hyliion Inc., a Delaware corporation;

•        “Hyliion Common Stock” are to Hyliion’s common stock, with a par value of $0.001 per share;

•        “Hyliion Convertible Notes” are to the convertible notes issued pursuant to (a) the Bridge Note Purchase Agreement, dated December 31, 2019, by and between Hyliion and HYL Investors, LP, (b) the Bridge Note Purchase Agreement, dated June 26, 2019, by and between Hyliion and Sensata Technologies, Inc., (c) the Bridge Note Purchase Agreement, dated September 14, 2018, by and between Hyliion and Dana Limited, (d) the Bridge Note Purchase Agreement, dated February 15, 2019, by and between Hyliion and Dana Limited and (e) the several Bridge Note Purchase Agreements, dated on and around February 15, 2019, by and between Hyliion and various purchasers;

ii

•        “Hyliion Holdings” are to “Hyliion Holdings Corp.,” the new name of TortoiseCorp after giving effect to the business combination;

•        “Hyliion Options” are to all options to purchase outstanding shares of Hyliion Common Stock, whether or not exercisable and whether or not vested, immediately prior to the Closing under the Hyliion Inc. 2016 Equity Incentive Plan, as such may have been amended, supplemented or modified from time to time;

•        “Hyliion Preferred Stock” are to Hyliion’s Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock, designated as such in the second amended and restated certificate of incorporation of Hyliion, dated August 29, 2019, as amended, supplemented or modified from time to time;

•        “Initial Business Combination” are to our initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;

•        “initial stockholders” are to the holders of our Founder Shares prior to our IPO, which includes our Sponsor, Tortoise Borrower, Atlas Point Fund and our independent directors;

•        “Initial Public Offering” or “IPO” are to TortoiseCorp’s initial public offering of units, which closed on March 4, 2019;

•        “IPO Forward Purchase Agreement” are to that certain Amended and Restated Forward Purchase Agreement, dated February 6, 2019, by and among, us, our Sponsor and Atlas Point Fund.

•        “IRS” are to the Internal Revenue Service;

•        “management” or our “management team” are to our officers and directors;

•        “Merger Sub” are to SHLL Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of TortoiseCorp;

•        “Merger Sub Common Stock” are to Merger Sub’s common stock, with a par value of $0.0001 per share;

•        “New Hyliion” are to (a) prior to giving effect to the business combination, TortoiseCorp, and (b) after giving effect to the business combination, Hyliion Holdings;

•        “NYSE” are to the New York Stock Exchange;

•        “PIPE Financing” are to the private offering of securities of New Hyliion to certain investors in connection with the business combination;

•        “PIPE Funds” are to the proceeds from the PIPE Financing;

•        “PIPE Shares” are to the shares of Class A Common Stock that are issued in the PIPE Financing;

•        “private placement warrants” are to the warrants issued to Tortoise Borrower in a private placement simultaneously with the closing of our IPO;

•        “public shares” are to shares of our Class A Common Stock sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

•        “public stockholders” are to the holders of our public shares;

•        “public warrants” are to the warrants sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

•        “SEC” are to the U.S. Securities and Exchange Commission;

•        “Securities Act” are to the Securities Act of 1933, as amended;

•        “special meeting” are to the special meeting of stockholders of TortoiseCorp that is the subject of this proxy statement and any adjournments or postponements thereof;

iii

•        “Sponsor” are to Tortoise Sponsor LLC, a Delaware limited liability company, which is owned by Tortoise and our management;

•        “Subscribers” are to investors purchasing PIPE Shares pursuant to a subscription agreement;

•        “Tortoise” are to Tortoise Investments, LLC, a Delaware limited liability company, and its consolidated subsidiaries;

•        “Tortoise Borrower” are to Tortoise Borrower, LLC, a Delaware limited liability company and an affiliate of our Sponsor;

•        “Tortoise Funds” are to the investment vehicles for which Tortoise provides asset management services;

•        “TortoiseCorp,” “we,” “our,” “us” or the “Company” are to Tortoise Acquisition Corp., a Delaware corporation;

•        “TortoiseCorp Board” are to the board of directors of TortoiseCorp;

•        “Trust Account” are to the trust account that holds the proceeds (including interest not previously released to TortoiseCorp to pay its franchise and income taxes) from the IPO and a concurrent private placement of private placement warrants to Tortoise Borrower;

•        “units” are to our units sold in the IPO, each of which consists of one share of Class A Common Stock and one-half of one public warrant; and

•        “voting common stock” are to our Class A Common Stock and Class B Common Stock prior to the consummation of the business combination, and to our Class A Common Stock following the Closing.

Unless otherwise specified, the voting and economic interests of TortoiseCorp stockholders set forth in this proxy statement (a) assume that (i) no public stockholders elect to have their public shares redeemed, (ii) 1,750,000 Forward Purchase Units, consisting of 1,750,000 shares of Class A Common Stock and Forward Purchase Warrants to purchase 875,000 shares of Class A Common Stock, are issued and sold to Atlas Point Fund pursuant to the Forward Purchase Agreement, (iii) 30,750,000 shares of Class A Common Stock are issued in the PIPE Financing, (iv) 100,000,000 shares of Class A Common Stock are issued to the Historical Rollover Stockholders in the business combination, (v) all pre-merger Hyliion Options have vested and been exercised prior to the merger (however, for a discussion of the actual adjustment provisions applicable to the Hyliion Options, see “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conversion of Securities”), (vi) none of TortoiseCorp’s initial stockholders or the Historical Rollover Stockholders purchase shares of Class A Common Stock in the open market and (vii) there are no other issuances of equity interests of TortoiseCorp and (b) do not take into account private placement warrants and public warrants that will remain outstanding following the business combination and may be exercised at a later date.

iv

SUMMARY TERM SHEET

This Summary Term Sheet, together with the sections entitled “Questions and Answers About the Proposals for TortoiseCorp Stockholders” and “Summary of the Proxy Statement,” summarizes certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached annexes, for a more complete understanding of the matters to be considered at the special meeting.

•        TortoiseCorp is a blank check company incorporated on November 7, 2018 as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. For more information about TortoiseCorp, see the sections entitled “Information About TortoiseCorp” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of TortoiseCorp.”

•        There are currently 23,300,917 shares of TortoiseCorp’s Class A Common Stock and 5,825,230 shares of TortoiseCorp’s Class B Common Stock issued and outstanding. In addition, there are currently 18,310,641 warrants of TortoiseCorp outstanding, consisting of 11,650,458 public warrants and 6,660,183 private placement warrants. Each whole warrant entitles the holder to purchase one whole share of Class A Common Stock for $11.50 per share. The warrants will become exercisable 30 days after the completion of an Initial Business Combination and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, TortoiseCorp may redeem the outstanding warrants in whole and not in part, for cash or stock in accordance with, and subject to the terms of, the warrant agreement. The private placement warrants, however, are non-redeemable so long as they are held by Tortoise Borrower or its permitted transferees. For more information about the terms of the warrants, see the section entitled “Description of Securities — Warrants.”

•        Hyliion, a Delaware corporation, designs, develops and sells electrified powertrain solutions that can be installed on Class 8 trucks from most major commercial vehicle original equipment manufacturers (“OEMs”). Hyliion’s headquarters are located in Cedar Park, Texas. For more information about Hyliion, see the sections entitled “Information About Hyliion” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Hyliion.”

•        On June 18, 2020, we and our wholly owned subsidiary, Merger Sub, entered into the Business Combination Agreement with Hyliion. A copy of the Business Combination Agreement is attached to this proxy statement as Annex A.

•        Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, Merger Sub will merge with and into Hyliion, with Hyliion surviving the merger as a wholly owned subsidiary of New Hyliion. For more information about the Business Combination Agreement and the business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

•        At the Closing, 100,000,000 shares of Class A Common Stock will be issued to the Historical Rollover Stockholders in the business combination in exchange for all outstanding shares of Hyliion Common Stock, or reserved for issuance in respect of New Hyliion options issued in exchange for outstanding pre-merger Hyliion Options. For more information about the Business Combination Agreement and the business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

•        Unless waived by the parties to the Business Combination Agreement, the Closing is subject to a number of conditions set forth in the Business Combination Agreement, including, among others, receipt of the requisite stockholder approval of the Business Combination Agreement and the business combination as contemplated by this proxy statement. For more information about the closing conditions to the business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination Agreement.”

•        The Business Combination Agreement may be terminated at any time prior to the consummation of the business combination upon agreement of the parties thereto, or for other reasons in specified circumstances. For more information about the termination rights under the Business Combination Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Termination.”

v

•        The proposed business combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

•        Under our Charter, in connection with the business combination, our public stockholders may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with our Charter. As of June 30, 2020, this would have amounted to approximately $10.16 per share. If a holder exercises its redemption rights, then such holder will be exchanging its public shares for cash and will no longer own shares of TortoiseCorp following the completion of the business combination and will not participate in the future growth of New Hyliion, if any. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the special meeting. For more information regarding these procedures, see the section entitled “Special Meeting of TortoiseCorp Stockholders — Redemption Rights.”

•        Atlas Point Fund has agreed to purchase from TortoiseCorp 1,750,000 Forward Purchase Units, consisting of 1,750,000 shares of Class A Common Stock and Forward Purchase Warrants to purchase 875,000 shares of Class A Common Stock, for an aggregate purchase price of $17,500,000, pursuant to the Forward Purchase Agreement. The Subscribers have committed to purchase from TortoiseCorp 30,750,000 shares of Class A Common Stock, for an aggregate purchase price of $307,500,000 in the PIPE Financing. For more information about the Forward Purchase Agreement and the PIPE Financing, please see the sections entitled “Certain Relationships and Related Party Transactions — Forward Purchase Agreement” and “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Subscription Agreements.”

•        We anticipate that, upon the Closing, the ownership of New Hyliion will be as follows:

•        the Historical Rollover Stockholders will own 100,000,000 shares of our Class A Common Stock, representing a 61.87% interest;

•        the public stockholders (not including any initial stockholders that own public shares) will own 23,260,917 shares of our Class A Common Stock, representing a 14.39% interest;

•        the Subscribers will own 30,750,000 shares of our Class A Common Stock, representing a 19.03% interest; and

•        the initial stockholders (including Atlas Point Fund) will own 7,615,230 shares of our Class A Common Stock, representing a 4.71% interest.

The number of shares and the interests set forth above assume that (a) no public stockholders elect to have their public shares redeemed, (b) 1,750,000 shares of Class A Common Stock are issued and sold to Atlas Point Fund pursuant to the Forward Purchase Agreement as part of the Forward Purchase Units, (c) 30,750,000 shares of Class A Common Stock are issued in the PIPE Financing, (d) 100,000,000 shares of Class A Common Stock are issued to the Historical Rollover Stockholders in the business combination, (e) all pre-merger Hyliion Options have vested and been exercised prior to the merger (however, for a discussion of the actual adjustment provisions applicable to the Hyliion Options, see “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conversion of Securities”), (f) none of TortoiseCorp’s initial stockholders or the Historical Rollover Stockholders purchase shares of Class A Common Stock in the open market and (g) there are no other issuances of equity interests of New Hyliion. If we assume that 23,300,917 shares of Class A Common Stock held by our public stockholders are redeemed and (b) – (g) remain true, the ownership of New Hyliion upon the Closing will be as follows:

•         the Historical Rollover Stockholders will own 100,000,000 shares of our Class A Common Stock, representing a 72.29% interest;

•         the Subscribers will own 30,750,000 shares of our Class A Common Stock, representing a 22.23% interest; and

•         the initial stockholders (including Atlas Point Fund) will own 7,575,230 shares of our Class A Common Stock, representing a 5.48% interest.

vi

The ownership percentages with respect to New Hyliion set forth above do not take into account warrants to purchase Class A Common Stock that will remain outstanding immediately following the business combination, but do include the Founder Shares, which will convert into Class A Common Stock upon an Initial Business Combination. If the facts are different than these assumptions, the percentage ownership retained by TortoiseCorp’s existing stockholders in New Hyliion following the business combination will be different. For example, if we assume that all outstanding 11,650,458 public warrants, 6,660,183 private placement warrants and 875,000 Forward Purchase Warrants were exercisable and exercised following completion of the business combination and further assume that no public stockholders elect to have their public shares redeemed, then the ownership of New Hyliion would be as follows:

•        the Historical Rollover Stockholders will own 100,000,000 shares of our Class A Common Stock, representing a 55.31% interest;

•        the public stockholders (not including any initial stockholders that own public shares) will own 34,891,375 shares of our Class A Common Stock, representing a 19.30% interest;

•        the Subscribers will own 30,750,000 shares of our Class A Common Stock, representing a 17.01% interest; and

•        the initial stockholders (including Atlas Point Fund) will own 15,170,413 shares of our Class A Common Stock, representing a 8.39% interest.

The public warrants, private placement warrants and Forward Purchase Warrants will become exercisable 30 days after the completion of an Initial Business Combination and will expire five years after the completion of an Initial Business Combination or earlier upon their redemption or liquidation.

Please see the section entitled “Summary of the Proxy Statement — Ownership of New Hyliion After the Closing” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

•        The TortoiseCorp Board considered various factors in determining whether to approve the Business Combination Agreement and the business combination. For more information about the TortoiseCorp Board’s decision-making process, see the section entitled “Proposal No. 1 — The Business Combination Proposal — TortoiseCorp Board’s Reasons for the Approval of the Business Combination.”

•        In addition to voting on the proposal to approve and adopt the Business Combination Agreement and the business combination (the “Business Combination Proposal”) at the special meeting, TortoiseCorp’s stockholders will also be asked to vote on the approval of:

•        an amendment to our Charter to increase the number of authorized shares of Class A Common Stock from 200,000,000 shares to 250,000,000 shares (the “Authorized Share Charter Proposal”);

•        an amendment to our Charter to reclassify the TortoiseCorp Board (the “Director Classification Charter Proposal”);

•        amendments to our Charter to eliminate provisions in the Charter relating to an Initial Business Combination that will no longer be applicable to us following the Closing, change the post-combination company’s name to “Hyliion Holdings Corp.” and make certain other changes that the TortoiseCorp Board deems appropriate for a public operating company (the “Additional Charter Proposal” and, together with the Authorized Share Charter Proposal and the Director Classification Charter Proposal, the “Charter Proposals”);

•        for purposes of complying with applicable listing rules of the NYSE, (a) the issuance, or reservation for issuance in respect of New Hyliion options issued in exchange for outstanding pre-merger Hyliion Options, of 100,000,000 shares of Class A Common Stock to the Historical Rollover Stockholders in the business combination, (b) the issuance and sale of 30,750,000 shares of Class A Common Stock in the PIPE Financing and (c) the issuance and sale of 1,750,000 Forward Purchase Units, consisting of 1,750,000 shares of Class A Common Stock and Forward Purchase Warrants to purchase 875,000 shares of Class A Common Stock, to Atlas Point Fund pursuant to the Forward Purchase Agreement (the “NYSE Proposal”);

vii

•        the New Hyliion 2020 Equity Incentive Plan (the “2020 Plan”) and material terms thereunder (the “2020 Plan Proposal”);

•        the election of two directors to serve until the 2021 annual meeting of stockholders, three directors to serve until the 2022 annual meeting of stockholders and two directors to serve until the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified, subject to such directors’ earlier death, resignation, retirement, disqualification or removal (the “Director Election Proposal”); and

•        the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposals, the NYSE Proposal, the 2020 Plan Proposal or the Director Election Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Proposals, the NYSE Proposal, the 2020 Plan Proposal and the Director Election Proposal, the “Proposals”).

For more information, see the sections entitled “Proposal No. 2 — The Authorized Share Charter Proposal,” “Proposal No. 3 — The Director Classification Charter Proposal,” “Proposal No. 4 — The Additional Charter Proposal,” “Proposal No. 5 — The NYSE Proposal,” “Proposal No. 6 — The 2020 Plan Proposal,” “Proposal No. 7 — The Director Election Proposal” and “Proposal No. 8 — The Adjournment Proposal.”

viii

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
FOR TORTOISECORP STOCKHOLDERS

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the special meeting of stockholders of TortoiseCorp, including the proposed business combination. The following questions and answers do not include all the information that is important to TortoiseCorp stockholders. We urge TortoiseCorp stockholders to carefully read this entire proxy statement, including the annexes and other documents referred to herein.

Q:     Why am I receiving this proxy statement?

A:     TortoiseCorp stockholders are being asked to consider and vote upon, among other things, a proposal to (a) approve and adopt the Business Combination Agreement, pursuant to which Merger Sub will merge with and into Hyliion, with Hyliion surviving the merger as a wholly owned subsidiary of New Hyliion, (b) approve such merger and the other transactions contemplated by the Business Combination Agreement and (c) approve, for purposes of complying with applicable listing rules of the NYSE, (i) the issuance, or reservation for issuance in respect of New Hyliion options issued in exchange for outstanding pre-merger Hyliion Options, of 100,000,000 shares of Class A Common Stock to the Historical Rollover Stockholders in the business combination, (ii) the issuance and sale of 30,750,000 shares of Class A Common Stock in the PIPE Financing and (iii) the issuance and sale of 1,750,000 Forward Purchase Units, consisting of 1,750,000 shares of Class A Common Stock and Forward Purchase Warrants to purchase 875,000 shares of Class A Common Stock, to Atlas Point Fund pursuant to the Forward Purchase Agreement. Subject to the terms and conditions set forth in the Business Combination Agreement, all outstanding shares of Hyliion Common Stock will be exchanged for shares of Class A Common Stock of New Hyliion.

A copy of the Business Combination Agreement is attached to this proxy statement as Annex A. This proxy statement and its annexes contain important information about the proposed business combination and the other matters to be acted upon at the special meeting. You should read this proxy statement and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its annexes.

Q:     What is being voted on at the special meeting?

A:     TortoiseCorp stockholders will vote on the following proposals at the special meeting.

•        The Business Combination Proposal — To consider and vote upon a proposal to approve and adopt the Business Combination Agreement and the transactions contemplated thereby (Proposal No. 1).

•        The Charter Proposals — To consider and vote upon each of the following proposals to amend the Charter:

•        The Authorized Share Charter Proposal — To increase the number of authorized shares of TortoiseCorp’s Class A Common Stock from 200,000,000 shares to 250,000,000 shares (Proposal No. 2);

•        The Director Classification Charter Proposal — To reclassify the TortoiseCorp Board (Proposal No. 3); and

•        The Additional Charter Proposal — To eliminate provisions in the Charter relating to TortoiseCorp’s Initial Business Combination that will no longer be applicable to TortoiseCorp following the Closing, change the post-combination company’s name to “Hyliion Holdings Corp.” and make certain other changes that the TortoiseCorp Board deems appropriate for a public operating company (Proposal No. 4).

The full text of our proposed second amended and restated certificate of incorporation (the “Proposed Second A&R Charter”) reflecting each of the proposed amendments pursuant to the Charter Proposals is attached to this proxy statement as Annex B.

1

•        The NYSE Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the NYSE, (a) the issuance, or reservation for issuance in respect of New Hyliion options issued in exchange for outstanding pre-merger Hyliion Options, of 100,000,000 shares of Class A Common Stock to the Historical Rollover Stockholders in the business combination, (b) the issuance and sale of 30,750,000 shares of Class A Common Stock in the PIPE Financing and (c) the issuance and sale of 1,750,000 Forward Purchase Units, consisting of 1,750,000 shares of Class A Common Stock and Forward Purchase Warrants to purchase 875,000 shares of Class A Common Stock, to Atlas Point Fund pursuant to the Forward Purchase Agreement (Proposal No. 5).

•        The 2020 Plan Proposal — To consider and vote upon a proposal to approve and adopt the 2020 Plan and material terms thereunder (Proposal No. 6). A copy of the 2020 Plan is attached to this proxy statement as Annex C.

•        The Director Election Proposal — To consider and vote upon a proposal to elect two directors to serve until the 2021 annual meeting of stockholders, three directors to serve until the 2022 annual meeting of stockholders and two directors to serve until the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified, subject to such directors’ earlier death, resignation, retirement, disqualification or removal (Proposal No. 7).

•        The Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposals, the NYSE Proposal, the 2020 Plan Proposal or the Director Election Proposal (Proposal No. 8).

Q:     Are the Proposals conditioned on one another?

A:     We may not consummate the business combination unless the Business Combination Proposal, the Charter Proposals and the NYSE Proposal are approved at the special meeting. The Charter Proposals, the 2020 Plan Proposal and the Director Election Proposal are conditioned on the approval of the Business Combination Proposal and the NYSE Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement.

Q:     Why is TortoiseCorp providing stockholders with the opportunity to vote on the business combination?

A:     In connection with the business combination, Forward Purchase Agreement and PIPE Financing, we may issue up to an aggregate of 133,375,000 shares of Class A Common Stock, representing up to 458% of the shares of Class A Common Stock and Class B Common Stock outstanding on the date of this proxy statement. NYSE Listing Rules require stockholder approval of certain transactions that result in the issuance of 20% or more of a company’s outstanding voting power or shares of common stock outstanding before the issuance of stock or securities. Because we may issue 20% or more of our outstanding voting power and outstanding common stock in connection with the business combination, we are required to obtain stockholder approval of such issuances pursuant to NYSE Listing Rules. The Closing is conditioned on the approval of the Business Combination Proposal, the Charter Proposals and the NYSE Proposal at the special meeting.

Q:     What will happen in the business combination?

A:     On June 18, 2020 TortoiseCorp and Merger Sub entered into the Business Combination Agreement with Hyliion. Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, Merger Sub will merge with and into Hyliion, with Hyliion surviving the merger. After giving effect to the merger, Hyliion will become a wholly owned subsidiary of New Hyliion. At the Closing, 100,000,000 shares of Class A Common Stock will be issued to the Historical Rollover Stockholders in the business combination in exchange for all outstanding shares of Hyliion Common Stock, or reserved for issuance in respect of New Hyliion options issued in exchange for outstanding pre-merger Hyliion Options. For more information about the Business Combination Agreement and the business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

2

Q:     How were the transaction structure and consideration for the business combination determined?

Following our IPO, representatives of TortoiseCorp and our Sponsor contacted and were contacted by a number of individuals and entities with respect to business combination opportunities. Our Director and Chief Financial Officer, Stephen Pang, initially approached Hyliion’s sell-side advisor to express interest in reviewing the opportunity to acquire Hyliion. After initial conversations, Hyliion and TortoiseCorp agreed to a term sheet, which included an initial pre-money valuation of $1 billion, on a debt-free, cash-free basis. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Background of the Business Combination” for additional information.

Q:     What conditions must be satisfied to complete the business combination?

A:     There are a number of closing conditions in the Business Combination Agreement, including the approval by our stockholders of the Business Combination Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination Agreement.”

Q:     How will we be managed and governed following the business combination?

Immediately after the Closing, the TortoiseCorp Board will be divided into three separate classes, with Class I comprised of Vincent T. Cubbage and Thomas Healy, Class II comprised of Andrew H. Card, Jr. Howard Jenkins and Stephen Pang and Class III comprised of Edward Olkkola and Robert M. Knight, Jr. It is anticipated that Edward Olkkola will be designated Chairman of the Board upon the Closing.

Please see the section entitled “Management After the Business Combination” for additional information.

Q:     Will TortoiseCorp obtain new financing in connection with the business combination?

A:     In connection with our IPO, Atlas Point Fund entered into the IPO Forward Purchase Agreement. The IPO Forward Purchase Agreement provided for the purchase by Atlas Point Fund of up to an aggregate maximum amount of $150,000,000 of either (a) a number of Forward Purchase Units, consisting of one share of Class A Common Stock and one-half of one Forward Purchase Warrant, for $10.00 per unit or (b) a number of shares of Class A Common Stock for $9.67 per share (such Forward Purchase Units or shares of Class A Common Stock, as the case may be, the “Forward Purchase Securities”), in a private placement that will close simultaneously with the closing of an Initial Business Combination. On June 18, 2020, TortoiseCorp, our Sponsor and Atlas Point Fund entered into the First Amendment to Forward Purchase Agreement. Pursuant to the Forward Purchase Agreement, Atlas Point Fund agreed to purchase 1,750,000 Forward Purchase Units, consisting of 1,750,000 shares of Class A Common Stock and Forward Purchase Warrants to purchase 875,000 shares of Class A Common Stock, for an aggregate purchase price of $17,500,000.

In addition, the Subscribers have committed to purchase from TortoiseCorp 30,750,000 shares of Class A Common Stock, for an aggregate purchase price of $307,500,000 in the PIPE Financing.

Q:     What equity stake will our current stockholders and the holders of our Founder Shares hold in New Hyliion following the consummation of the business combination?

A:     We anticipate that, upon completion of the business combination, the ownership of New Hyliion will be as follows:

•        the Historical Rollover Stockholders will own 100,000,000 shares of our Class A Common Stock, representing a 61.87% interest;

•        the public stockholders (not including any initial stockholders that own public shares) will own 23,260,917 shares of our Class A Common Stock, representing a 14.39% interest;

•        the Subscribers will own 30,750,000 shares of our Class A Common Stock, representing a 19.03% interest; and

•        the initial stockholders (including Atlas Point Fund) will own 7,615,230 shares of our Class A Common Stock, representing a 4.71% interest.

3

The number of shares and the interests set forth above assume that (a) no public stockholders elect to have their public shares redeemed, (b) 1,750,000 shares of Class A Common Stock are issued and sold to Atlas Point Fund pursuant to the Forward Purchase Agreement as part of the Forward Purchase Units, (c) 30,750,000 shares of Class A Common Stock are issued in the PIPE Financing, (d) 100,000,000 shares of Class A Common Stock are issued to the Historical Rollover Stockholders in the business combination, (e) all pre-merger Hyliion Options have vested and been exercised prior to the merger (however, for a discussion of the actual adjustment provisions applicable to the Hyliion Options, see “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conversion of Securities”), (f) none of TortoiseCorp’s initial stockholders or the Historical Rollover Stockholders purchase shares of Class A Common Stock in the open market and (g) there are no other issuances of equity interests of New Hyliion. As a result of the business combination, the economic and voting interests of our public stockholders will decrease.

The ownership percentages with respect to New Hyliion set forth above do not take into account warrants to purchase Class A Common Stock that will remain outstanding immediately following the business combination, but do include the Founder Shares, which will convert into Class A Common Stock upon an Initial Business Combination. If the facts are different than these assumptions, the percentage ownership retained by TortoiseCorp’s existing stockholders in New Hyliion following the business combination will be different. For example, if we assume that all outstanding 11,650,458 public warrants, 6,660,183 private placement warrants and 875,000 Forward Purchase Warrants were exercisable and exercised following completion of the business combination, then the ownership of New Hyliion would be as follows:

•        the Historical Rollover Stockholders will own 100,000,000 shares of our Class A Common Stock, representing a 55.31% interest;

•        the public stockholders (not including any initial stockholders that own public shares) will own 34,891,375 shares of our Class A Common Stock, representing a 19.30% interest;

•        the Subscribers will own 30,750,000 shares of our Class A Common Stock, representing a 17.01% interest; and

•        the initial stockholders (including Atlas Point Fund) will own 15,170,413 shares of our Class A Common Stock, representing a 8.39% interest.

The public warrants, private placement warrants and Forward Purchase Warrants will become exercisable 30 days after the completion of an Initial Business Combination and will expire five years after the completion of an Initial Business Combination or earlier upon their redemption or liquidation.

Please see the sections entitled “Summary of the Proxy Statement — Ownership of New Hyliion After the Closing” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Q:     Why is TortoiseCorp proposing the amendments to the Charter set forth in the Charter Proposals?

A:     TortoiseCorp is proposing amendments to the Charter to approve certain items required to effectuate the business combination and other matters the TortoiseCorp Board believes are appropriate for the operation of New Hyliion, including providing for, among other things, (a) an increase in the number of authorized shares of Class A Common Stock from 200,000,000 shares to 250,000,000 shares, (b) the reclassification of the TortoiseCorp Board and (c) the elimination of certain provisions relating to an Initial Business Combination that will no longer be applicable to TortoiseCorp following the Closing, change the post-combination company’s name to “Hyliion Holdings Corp.” and make certain other changes that the TortoiseCorp Board deems appropriate for a public operating company. Under the Charter and Delaware law, stockholder approval is required in order to effect the Charter Proposals. See the sections entitled “Proposal No. 2 — The Authorized Share Charter Proposal,” “Proposal No. 3 — The Director Classification Charter Proposal” and “Proposal No. 4 — The Additional Charter Proposal” for additional information.

Q:     Why is TortoiseCorp proposing the NYSE Proposal?

A:     TortoiseCorp is proposing the NYSE Proposal in order to comply with NYSE Listing Rules, which require stockholder approval of certain transactions that result in the issuance of 20% or more of a company’s outstanding voting power or shares of common stock outstanding before the issuance of stock or securities.

4

In connection with the business combination, issuance pursuant to the Forward Purchase Agreement and PIPE Financing, we may issue up to an aggregate of 133,375,000 shares of Class A Common Stock, representing up to 458% of the shares of Class A Common Stock and Class B Common Stock outstanding on the date of this proxy statement. Because we may issue 20% or more of our outstanding voting power and outstanding common stock in connection with the business combination, we are required to obtain stockholder approval of such issuances pursuant to NYSE Listing Rules. See the section entitled “Proposal No. 5 — The NYSE Proposal” for additional information.

Q:     Did the TortoiseCorp Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the business combination?

A:     No. The TortoiseCorp Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the business combination. TortoiseCorp’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of TortoiseCorp’s advisors, enabled them to make the necessary analyses and determinations regarding the business combination. In addition, TortoiseCorp’s officers, directors and advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the TortoiseCorp Board in valuing Hyliion and assuming the risk that the TortoiseCorp Board may not have properly valued the business.

Q:     What happens if I sell my shares of Class A Common Stock before the special meeting?

A:     The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your shares of Class A Common Stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares of Class A Common Stock because you will no longer be able to deliver them for cancellation upon consummation of the business combination in accordance with the provisions described in this proxy statement. If you transfer your shares of Class A Common Stock prior to the record date, you will have no right to vote those shares at the special meeting or seek redemption of those shares.

Q:     How has the announcement of the business combination affected the trading price of TortoiseCorp units, Class A Common Stock and warrants?

A:     On June 18, 2020, the last trading date before the public announcement of the business combination, TortoiseCorp’s public units, Class A Common Stock and public warrants closed at $10.70, $10.22 and $1.44, respectively. On September 4, 2020, the trading date immediately prior to the date of this proxy statement, TortoiseCorp’s public units, Class A Common Stock and public warrants closed at $59.29, $50.35 and $19.22, respectively.

Q:     Following the business combination, will TortoiseCorp’s securities continue to trade on a stock exchange?

A:     Yes. We anticipate that, following the business combination, our Class A Common Stock and public warrants will continue trading on the NYSE under the new symbols “HYLN” and “HYLN WS,” respectively. Our units will automatically separate into the component securities upon consummation of the business combination and, as a result, will no longer trade as a separate security following the business combination.

Q:     What vote is required to approve the Proposals presented at the special meeting?

A:     Approval of each of the Business Combination Proposal, the NYSE Proposal, the 2020 Plan Proposal and the Adjournment Proposal requires the affirmative vote (online or by proxy) of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote and actually virtually cast thereon, voting as a single class. Approval of the Charter Proposals requires the affirmative vote (online or by proxy) of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon at the special meeting, voting as a single class.

Approval of the Director Election Proposal requires the affirmative vote of a plurality of the votes cast by holders of our Class A Common Stock and Class B Common Stock virtually present or represented by proxy at the special meeting and entitled to vote thereon. This means that the seven director nominees will be

5

elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Assuming a valid quorum is established, abstentions will have no effect on the Director Election Proposal.

Q:     May TortoiseCorp’s Sponsor, directors, officers, advisors or any of their respective affiliates purchase public shares in connection with the business combination?

A:     In connection with the stockholder vote to approve the proposed business combination, our Sponsor, directors, officers, advisors and any of their respective affiliates may privately negotiate to purchase public shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account. Our Sponsor, directors, officers, advisors and any of their respective affiliates will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such public shares or during a restricted period under Regulation M under the Exchange Act. Such a purchase could include a contractual acknowledgement that such stockholder, although still the record holder of such public shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that our Sponsor, directors, officers, advisors or any of their respective affiliates purchase public shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account.

Q:     How many votes do I have at the special meeting?

A:     Our stockholders are entitled to one vote at the special meeting for each share of Class A Common Stock or Class B Common Stock held of record as of August 24, 2020, the record date for the special meeting. As of the close of business on the record date, there were 23,300,917 outstanding shares of Class A Common Stock, which are held by our public stockholders, and 5,825,230 outstanding shares of Class B Common Stock, which are held by our initial stockholders.

Q:     What constitutes a quorum at the special meeting?

A:     Holders of a majority in voting power of Class A Common Stock and Class B Common Stock issued and outstanding and entitled to vote at the special meeting, virtually present or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the special meeting. As of the record date for the special meeting, 14,563,074 shares of Class A Common Stock and Class B Common Stock, in the aggregate, would be required to achieve a quorum. Abstentions will count as present for the purposes of establishing a quorum with respect to each Proposal.

Q:     How will TortoiseCorp’s Sponsor, directors and officers vote?

A:     Our Sponsor, directors and officers have agreed to vote any shares of Class A Common Stock and Class B Common Stock owned by them in favor of the business combination. Currently, our initial stockholders own approximately 20% of our issued and outstanding shares of Class A Common Stock and Class B Common Stock, in the aggregate.

Q:     What interests do the current officers and directors have in the business combination?

A:     In considering the recommendation of the TortoiseCorp Board to vote in favor of the business combination, stockholders should be aware that, aside from their interests as stockholders, our Sponsor and certain of our directors and officers have interests in the business combination that are different from, or in addition to, those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to stockholders that they approve the business combination. Stockholders should take these interests into account in deciding whether to approve the business combination. These interests include, among other things:

•        the fact that Tortoise Borrower holds 6,660,183 private placement warrants that would expire worthless if a business combination is not consummated;

6

•        the fact that our Sponsor, officers and directors have agreed not to redeem any of the shares of our common stock held by them in connection with a stockholder vote to approve the business combination;

•        the fact that our Sponsor paid an aggregate of $25,000 for the Founder Shares, including 1,385,625 Founder Shares which were subsequently transferred to Atlas Point Fund and to our independent directors in connection with the closing of our IPO, and such securities will have a significantly higher value at the time of the business combination, which if unrestricted and freely tradable would be valued at approximately $233,009,200, based on the closing price of our Class A Common Stock of $40.00 per share on August 24, 2020, the record date for the special meeting;

•        if the Trust Account is liquidated, including in the event we are unable to complete an Initial Business Combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser amount per public share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than our independent public accountants) for services rendered or products sold to us or (b) a prospective target business with which we have entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

•        the anticipated continuation of Vincent T. Cubbage and Stephen Pang as directors after the business combination;

•        the fact that each of our independent directors owns 40,000 Founder Shares that were transferred from our Sponsor in connection with the closing of our IPO, which if unrestricted and freely tradeable would be valued at approximately $1,600,000, based on the closing price of our Class A Common Stock of $40.00 per share on August 24, 2020, the record date for the special meeting;

•        the fact that our Sponsor, officers and directors may not participate in the formation of, or become a director or officer of, any other blank check company until we have entered into a definitive agreement regarding an Initial Business Combination or fail to complete an Initial Business Combination by March 4, 2021;

•        the fact that our Sponsor, officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations; and

•        the fact that our Sponsor, officers and directors will lose their entire investment in us if an Initial Business Combination is not completed.

Q:     What happens if I vote against the Business Combination Proposal?

A:     Under our Charter, if the Business Combination Proposal is not approved and we do not otherwise consummate an alternative business combination by March 4, 2021, we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to our public stockholders.

Q:     Do I have redemption rights?

A:     If you are a holder of public shares, you may elect to have your public shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the business combination, including interest not previously released to us to pay our franchise and income taxes, by (b) the total number of then outstanding shares of Class A Common Stock included as part of the units sold in the IPO; provided that we will not redeem any public shares to the extent that such redemption would result in TortoiseCorp having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act ) of less than $5,000,001. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the public shares (the “20% threshold”). Unlike some other blank check companies, other than the net tangible asset requirement and the 20% threshold described above, we have

7

no specified maximum redemption threshold and there is no other limit on the amount of public shares that you can redeem. Holders of our outstanding public warrants do not have redemption rights in connection with the business combination. Our Sponsor, officers, directors and Atlas Point Fund have agreed to waive their redemption rights with respect to any shares of our common stock they may hold in connection with the consummation of the business combination. For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of June 30, 2020 of approximately $236,643,898, the estimated per share redemption price would have been approximately $10.16. Additionally, shares properly tendered for redemption will only be redeemed if the business combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of franchise and income taxes payable) (a) in connection with a stockholder vote to approve an amendment to our Charter that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an Initial Business Combination by March 4, 2021, (b) in connection with the liquidation of the Trust Account or (c) if we subsequently complete a different business combination on or prior to March 4, 2021.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether you vote your shares of Class A Common Stock for or against or abstain from voting on the Business Combination Proposal or any other proposal described in this proxy statement. As a result, the business combination can be approved by stockholders who will redeem their shares and no longer remain stockholders.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must (a) if you hold your shares of Class A Common Stock through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares and (b) prior to 5:00 p.m., Eastern time, on September 24, 2020 (two business days before the special meeting), tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

Notwithstanding the foregoing, a public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to his, her or its shares or, if part of such a group, the group’s shares, in excess of the 20% threshold. Accordingly, all public shares in excess of the 20% threshold beneficially owned by a public stockholder or group will not be redeemed for cash. In order to determine whether a stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) with any other stockholder, TortoiseCorp will require each public stockholder seeking to exercise redemption rights to certify to TortoiseCorp whether such stockholder is acting in concert or as a group with any other stockholder. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, we do not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Holders of our outstanding units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company with written instructions to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units.

8

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using The Depository Trust Company’s (“DTC”) DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

You do not have to be a record date holder in order to exercise your redemption rights. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the business combination. If you delivered your shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the email address or address listed under the question “Who can help answer my questions?” below.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     The U.S. federal income tax consequences of a redemption depend on a holder’s particular facts and circumstances. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Q:     If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

A:     No. The holders of our warrants have no redemption rights with respect to our warrants.

Q:     Do I have appraisal rights if I object to the proposed business combination?

A:     No. There are no appraisal rights available to holders of Class A Common Stock or Class B Common Stock in connection with the business combination.

Q:     What happens to the funds deposited in the Trust Account after consummation of the business combination?

A:     If the Business Combination Proposal is approved, we intend to use a portion of the funds held in the Trust Account to pay (a) a portion of our aggregate costs, fees and expenses in connection with the consummation of the business combination, (b) tax obligations and deferred underwriting discounts and commissions from the IPO and (c) for any redemptions of public shares. The remaining balance in the Trust Account, together with PIPE Funds and proceeds from the private placement to Atlas Point Fund, will be used for general corporate purposes of New Hyliion. See the section entitled “Proposal No. 1 — The Business Combination Proposal” for additional information.

Q:     What happens if the business combination is not consummated or is terminated?

A:     There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Termination” for additional information regarding the parties’ specific termination rights. In accordance with our Charter, if an Initial Business Combination is not consummated by March 4, 2021, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to

9

applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the TortoiseCorp Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

We expect that the amount of any distribution our public stockholders will be entitled to receive upon our dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the business combination, subject in each case to our obligations under the General Corporation Law of the State of Delaware (“DGCL”) to provide for claims of creditors and other requirements of applicable law. Holders of our Founder Shares have waived any right to any liquidating distributions with respect to those shares.

In the event of liquidation, there will be no distribution with respect to our outstanding warrants. Accordingly, the warrants will expire worthless.

Q:     When is the business combination expected to be consummated?

A:     It is currently anticipated that the business combination will be consummated promptly following the special meeting of our stockholders to be held on September 28, 2020, provided that all the requisite stockholder approvals are obtained and other conditions to the consummation of the business combination have been satisfied or waived. For a description of the conditions for the completion of the business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination Agreement.”

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement, including the section entitled “Risk Factors” and the annexes attached to this proxy statement, and to consider how the business combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you were a holder of record of Class A Common Stock or Class B Common Stock on August 24, 2020, the record date for the special meeting of our stockholders, you may vote with respect to the proposals online at the virtual special meeting or by completing signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to virtually attend the special meeting and vote online, obtain a proxy from your broker, bank or nominee.

Q:     What will happen if I abstain from voting or fail to vote at the special meeting?

A:     At the special meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will have no effect on the Business Combination Proposal, the NYSE Proposal, the 2020 Plan Proposal, the Director Election Proposal or the Adjournment Proposal, but will have the same effect as a vote AGAINST the Charter Proposals.

Q:     What will happen if I sign and submit my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each Proposal (or in the case of the Director Election Proposal, “FOR ALL NOMINEES”) being submitted to a vote of the stockholders at the special meeting.

10

Q:     If I am not going to attend the special meeting virtually, should I submit my proxy card instead?

A:     Yes. Whether you plan to attend the special meeting or not, please read the enclosed proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the Proposals presented to our stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     May I change my vote after I have submitted my executed proxy card?

A:     Yes. You may change your vote by sending a later-dated, signed proxy card to our secretary at the address listed below so that it is received by our secretary prior to the special meeting or virtually attending the special meeting and voting online. You also may revoke your proxy by sending a notice of revocation to our secretary, which must be received prior to the special meeting.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact our proxy solicitor at:

Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Telephone: (800) 662-5200
(banks and brokers call collect at (203) 658-9400)
Email: SHLL.info@investor.morrowsodali.com

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find Additional Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to our transfer agent at least two business days prior to the special meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

11

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     The TortoiseCorp Board is soliciting your proxy to vote your shares of Class A Common Stock and Class B Common Stock on all matters scheduled to come before the special meeting. We will pay the cost of soliciting proxies for the special meeting. We have engaged Morrow Sodali LLC to assist in the solicitation of proxies for the special meeting. We will pay Morrow Sodali LLC a fee of $20,000. We will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Class A Common Stock and Class B Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Class A Common Stock and Class B Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

12

SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this proxy statement and does not contain all of the information that is important to you. To better understand the business combination and the proposals to be considered at the special meeting, you should read this entire proxy statement carefully, including the annexes. See also the section entitled “Where You Can Find Additional Information.”

Parties to the Business Combination

Tortoise Acquisition Corp.

TortoiseCorp is a Delaware corporation formed on November 7, 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving TortoiseCorp and one or more businesses. Upon the Closing, we intend to change our name from “Tortoise Acquisition Corp.” to “Hyliion Holdings Corp.”

Our Class A Common Stock, public warrants and units, consisting of one share of Class A Common Stock and one-half of one warrant, are traded on the NYSE under the ticker symbols “SHLL,” “SHLL WS” and “SHLL.U,” respectively. We have applied to continue the listing of our Class A Common Stock and warrants on the NYSE under the symbols “HYLN” and “HYLN WS,” respectively, upon the Closing. The units will automatically separate into the component securities upon consummation of the business combination and, as a result, will no longer trade as a separate security.

The mailing address of our principal executive office is 5100 W. 115th Place, Leawood, Kansas 66211, and its telephone number is (913) 981-1020.

Hyliion Inc.

Hyliion designs, develops and sells electrified powertrain solutions that can be installed on Class 8 trucks from most major commercial vehicle OEMs. Hyliion’s mission is to be the leading provider of electrified powertrain solutions for the commercial vehicle industry. Hyliion’s goal is to reduce the carbon intensity and the greenhouse gas (“GHG”) emissions of the transportation sector by providing electrified powertrain solutions for Class 8 commercial vehicles at the lowest total cost of ownership (“TCO”). Hyliion’s solutions utilize its proprietary battery systems, control software and data analytics, combined with fully integrated electric motors and power electronics, to produce electrified powertrain systems that either augment, in the case of Hyliion’s hybrid electric powertrain (“Hybrid”) systems, or fully replace, in the case of the fully electric Hypertruck Electric Range Extender (“Hypertruck ERX”) system, traditional diesel or natural gas fueled powertrains and improve their performance. By reducing both GHG emissions and TCO, Hyliion’s environmentally conscious solutions support its customers’ pursuit of their sustainability and financial objectives.

The mailing address of Hyliion’s principal executive office is 1202 BMC Drive, Suite 100, Cedar Park, Texas 78613, and its telephone number is (833) 495-4466.

For more information about Hyliion, see the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Hyliion” and “Information About Hyliion.”

The Business Combination

On June 18, 2020, we entered into the Business Combination Agreement with Merger Sub and Hyliion. Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, Merger Sub will merge with and into Hyliion, with Hyliion surviving the merger. After giving effect to the merger, Hyliion will become a wholly owned subsidiary of New Hyliion. At the Closing, all outstanding shares of Hyliion Common Stock shall be exchanged for shares of Class A Common Stock of New Hyliion.

Immediately prior to the effective time of the merger (the “Effective Time”), Hyliion shall cause each share of Hyliion Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be automatically converted into a number of shares of Hyliion Common Stock in accordance with the terms of Hyliion’s certificate of incorporation. All of the shares of Hyliion Preferred Stock converted into shares of Hyliion Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Hyliion Preferred Stock shall thereafter cease to have any rights with respect to such securities.

13

Immediately prior to the Effective Time, Hyliion shall cause the outstanding principal and unpaid accrued interest due on the Hyliion Convertible Notes immediately prior to the Effective Time to be automatically converted into a number of shares of Hyliion Common Stock at the per share conversion price set forth in the section entitled “Next Financing” of the applicable Hyliion Convertible Note. All of the Hyliion Convertible Notes converted into shares of Hyliion Common Stock shall no longer be outstanding and shall cease to exist, any liens securing obligations under the Hyliion Convertible Notes shall be released and each holder of Hyliion Convertible Notes shall thereafter cease to have any rights with respect to such securities.

At the Effective Time, by virtue of the merger and without any action on the part of TortoiseCorp, Merger Sub, Hyliion or the holders of any of Hyliion’s securities:

•        each share of Hyliion Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive the number of shares of Class A Common Stock equal to the Exchange Ratio;

•        all shares of Hyliion Common Stock and Hyliion Preferred Stock held in the treasury of Hyliion will be canceled without any conversion thereof and no payment or distribution will be made with respect thereto;

•        each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for one validly issued, fully paid and nonassessable share of Hyliion Common Stock;

•        each Hyliion Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into an option to purchase a number of shares of Class A Common Stock (such option, an “Exchanged Option”) equal to the product (rounded up or down to the nearest whole number, with a fraction of 0.5 rounded up) of (a) the number of shares of Hyliion Common Stock subject to such Hyliion Option immediately prior to the Effective Time and (b) the Exchange Ratio, at an exercise price per share (rounded up or down to the nearest whole cent, with a fraction of $0.005 rounded up) equal to (i) the exercise price per share of such Hyliion Option immediately prior to the Effective Time divided by (ii) the Exchange Ratio. Except as specifically provided in the Business Combination Agreement, following the Effective Time, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Hyliion Option immediately prior to the Effective Time; and

•        in lieu of any fractional share of Class A Common Stock to which holders of Hyliion Common Stock would otherwise be entitled, fractional shares shall be rounded up or down to the nearest whole share of Class A Common Stock (with a fraction of 0.5 rounded up), and no cash settlements shall be made with respect to fractional shares eliminated by rounding.

Pursuant to our Charter, each share of Class B Common Stock will convert into one share of Class A Common Stock at the Closing.

Following the consummation of the business combination, the Proposed Second A&R Charter will be filed with the Office of the Secretary of State of the State of Delaware. Immediately upon the Proposed Second A&R Charter becoming effective, each share of Class A Common Stock that was issued and outstanding immediately prior to the Proposed Second A&R Charter becoming effective will automatically be reclassified, redesignated and changed into one validly issued, fully paid and non-assessable share of Common Stock of New Hyliion, par value $0.0001 per share (the “New Hyliion Common Stock”), without any further action by New Hyliion or any stockholder thereof.

For more information about the Business Combination Agreement and the business combination and other transactions contemplated thereby, see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

14

Conditions to the Closing

The obligations of TortoiseCorp, Merger Sub and Hyliion to consummate the business combination are subject to the satisfaction or waiver (where legally permissible) at or prior to the Closing of each of the following mutual conditions:

•        the Written Consent (as defined below) shall have been delivered to TortoiseCorp;

•        the Proposals shall have been approved and adopted by the requisite affirmative vote of the TortoiseCorp stockholders in accordance with this proxy statement, the DGCL, the TortoiseCorp organizational documents and the rules and regulations of the NYSE;

•        no governmental authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the business combination illegal or otherwise prohibiting consummation of the business combination;

•        all required filings under the Hart-Scott-Rodino Act, as amended (the “HSR Act”), shall have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the business combination under the HSR Act shall have expired or been terminated;

•        certain specified consents, approvals and authorizations shall have been obtained from and made with certain governmental authorities;

•        as of the Closing, after consummation of the PIPE Financing and the transactions contemplated by the Forward Purchase Agreement, and after distribution of the Trust Account, deducting all amounts to be paid pursuant to the exercise of redemption rights, TortoiseCorp shall have cash on hand equal to or in excess of $235,000,000 (without, for the avoidance of doubt, taking into account any transaction fees, costs and expenses paid or required to be paid in connection with the business combination, the PIPE Financing and the Forward Purchase Agreement); and

•        the shares of Class A Common Stock shall be listed on the NYSE, or another national securities exchange mutually agreed to by the parties, as of the Closing Date.

The obligations of TortoiseCorp and Merger Sub to consummate the business combination are subject to the satisfaction or waiver (where legally permissible) at or prior to the Closing of the following additional conditions:

•        the representations and warranties of Hyliion contained in the sections entitled (a) “Organization and Qualification; Subsidiaries,” (b) “Capitalization,” (c) “Authority Relative to the Business Combination Agreement” and (d) “Brokers” in the Business Combination Agreement shall each be true and correct in all material respects as of the date of the Business Combination Agreement and the Effective Time, except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier specified date. Certain of the representations and warranties of Hyliion contained in the section entitled “Absence of Certain Changes or Events” in the Business Combination Agreement shall be true and correct in all respects as of the date of the Business Combination Agreement and the Effective Time. Certain of the representations and warranties in the section entitled “Capitalization” in the Business Combination Agreement shall be true and correct in all respects as of the date of the Business Combination Agreement and as of the Effective Time as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such specified date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, be reasonably expected to result in more than de minimis additional cost, expense or liability to Hyliion, TortoiseCorp, Merger Sub or any of their respective affiliates. The other representations and warranties of Hyliion contained in the Business Combination Agreement shall be true and correct in all respects (without giving effect to any “materiality,” “Hyliion Material Adverse Effect” (as defined below) or similar qualifiers contained in any such representations and warranties) as of the date of the Business Combination Agreement and as of the Effective Time as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which

15

case such representation and warranty shall be true and correct as of such earlier date), except where the failures of any such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a Hyliion Material Adverse Effect;

•        Hyliion shall have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it at or prior to the Effective Time;

•        Hyliion shall have delivered to TortoiseCorp a customary officer’s certificate, dated the date of the Closing, certifying as to the satisfaction of certain conditions;

•        no Hyliion Material Adverse Effect shall have occurred between the date of the Business Combination Agreement and the Closing Date;

•        other than those persons identified as continuing directors in the Business Combination Agreement, all members of the Hyliion board of directors, as required pursuant to the Business Combination Agreement, shall have executed written resignations effective as of the Effective Time;

•        all parties to the A&R Registration Rights Agreement (as defined below) (other than TortoiseCorp and the TortoiseCorp stockholders party thereto) shall have delivered, or caused to be delivered, to TortoiseCorp copies of the A&R Registration Rights Agreement duly executed by all such parties;

•        all parties to the Lock-Up Agreements (as defined below) shall have delivered, or caused to be delivered, to TortoiseCorp copies of the Lock-Up Agreements duly executed by all such parties;

•        at least two days prior to the Closing, Hyliion shall have delivered to TortoiseCorp in a form reasonably acceptable to TortoiseCorp a properly executed certification that shares of Hyliion Common Stock are not “U.S. real property interests” in accordance with Treasury Regulation Section 1.1445-2(c)(3), together with a notice to the IRS (which will be filed by New Hyliion with the IRS following the Closing) in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury Regulations;

•        TortoiseCorp shall have at least $5,000,001 of net tangible assets following the exercise of redemption rights in accordance with TortoiseCorp’s organizational documents; and

•        Hyliion shall have delivered to TortoiseCorp its audited financial statements for the years ended December 31, 2018 and 2019.

The obligations of Hyliion to consummate the business combination are subject to the satisfaction or waiver (where legally permissible) at or prior to the Closing of the following additional conditions:

•        the representations and warranties of TortoiseCorp and Merger Sub contained in the sections entitled (a) “Corporate Organization,” (b) “Capitalization,” (c) “Authority Relative to the Business Combination Agreement” and (d) “Brokers” in the Business Combination Agreement shall each be true and correct in all material respects as of the date of the Business Combination Agreement and the Effective Time, except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier specified date. Certain of the representations and warranties of TortoiseCorp and Merger Sub contained in the section entitled “Absence of Certain Changes or Events” in the Business Combination Agreement shall be true and correct in all respects as of the date of the Business Combination Agreement and the Effective Time. Certain of the representations and warranties in the section entitled “Capitalization” in the Business Combination Agreement shall be true and correct in all respects as of the date of the Business Combination Agreement and as of the Effective Time as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such specified date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, be reasonably expected to result in more than de minimis additional cost, expense or liability to Hyliion, TortoiseCorp, Merger Sub or any of their respective affiliates. The other representations and warranties of TortoiseCorp and Merger Sub contained in the Business Combination Agreement shall be true and correct in all respects (without giving effect to any “materiality,” “TortoiseCorp

16

Material Adverse Effect” (as defined below) or similar qualifiers contained in any such representations and warranties) as of the date of the Business Combination Agreement and as of the Effective Time as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failures of any such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a TortoiseCorp Material Adverse Effect;

•        TortoiseCorp and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it at or prior to the Effective Time;

•        TortoiseCorp shall have delivered to Hyliion a customary officer’s certificate (signed by the President of TortoiseCorp), dated the date of the Closing, certifying as to the satisfaction of certain conditions;

•        no TortoiseCorp Material Adverse Effect shall have occurred between the date of the Business Combination Agreement and the Closing Date;

•        TortoiseCorp shall have delivered a copy of the A&R Registration Rights Agreement duly executed by TortoiseCorp and the TortoiseCorp stockholders party thereto; and

•        TortoiseCorp shall have made all necessary and appropriate arrangements with Continental Stock Transfer & Trust Company, acting as trustee, to have all of the funds in the Trust Account disbursed to TortoiseCorp immediately prior to the Effective Time, and all such funds released from the Trust Account shall be available to TortoiseCorp in respect of all or a portion of the payment obligations set forth in the Business Combination Agreement and the payment of TortoiseCorp’s fees and expenses incurred in connection with the Business Combination Agreement and the business combination.

Regulatory Matters

Neither TortoiseCorp nor Hyliion is aware of any material regulatory approvals or actions that are required for completion of the business combination other than as required under the HSR Act. On July 14, 2020, we received notice of early termination of the waiting period under the HSR Act. It is presently contemplated that if any additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any such additional approvals or actions will be obtained.

Other Agreements

Stockholder Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, on June 18, 2020, TortoiseCorp entered into a stockholder support agreement with certain of the stockholders of Hyliion (the “Stockholder Support Agreement”) pursuant to which such Hyliion stockholders agreed to vote all of their shares of Hyliion Common Stock and Hyliion Preferred Stock in favor of the approval and adoption of the business combination and the Business Combination Agreement. Additionally, such Hyliion stockholders agreed not to (a) sell, assign, transfer (including by operation of law), pledge, dispose of, permit to exist any material lien with respect to or otherwise encumber any of their shares of Hyliion Common Stock and Hyliion Preferred Stock (or enter into any arrangement with respect thereto), subject to certain exceptions, or (b) deposit any of their shares of Hyliion Common Stock and Hyliion Preferred Stock into a voting trust or enter into any voting arrangement that is inconsistent with the Stockholder Support Agreement.

A&R Registration Rights Agreement

In connection with the Closing, we will enter into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”) with our Sponsor, Tortoise Borrower and certain of the Historical Rollover Stockholders (collectively, the “Holders”), pursuant to which the Holders will be entitled to registration rights. Pursuant to the A&R Registration Rights Agreement, we will agree that, within 30 calendar days after the consummation of the business combination, we will file with the SEC (at our sole cost and expense) a registration

17

statement registering the resale of certain of the Holders’ securities of TortoiseCorp (collectively, the “Registrable Securities”), and we will use our reasonable best efforts to have such registration statement declared effective by the SEC as soon as reasonably practicable after the filing thereof. Certain of the Holders will be granted demand underwritten offering registration rights and all of the Holders will be granted piggyback registration rights. The A&R Registration Rights Agreement does not provide for the payment of any cash penalties by TortoiseCorp if it fails to satisfy any of its obligations under the A&R Registration Rights Agreement.

The A&R Registration Rights Agreement will terminate upon the earlier of (a) ten years following the Closing or (b) the date as of which the Holders cease to hold any Registrable Securities.

For more information about the A&R Registration Rights Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — A&R Registration Rights Agreement.”

Lock-Up Agreement

In connection with the Closing, certain existing Hyliion investors will agree, subject to certain exceptions, not to (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, any shares of Class A Common Stock held by them immediately after the Effective Time, or issuable upon the exercise of options to purchase shares of Class A Common Stock held by them immediately after the Effective Time, or securities convertible into or exercisable or exchangeable for Class A Common Stock held by them immediately after the Effective Time, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such shares of Class A Common Stock or securities convertible into or exercisable or exchangeable for Class A Common Stock, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”) until 180 days after the Closing Date. Thereafter until two years after the Closing Date, subject to certain exceptions, Thomas Healy will also agree not to Transfer more than 10% of the number of shares of Class A Common Stock held by him immediately after the Effective Time, or issuable upon the exercise of options to purchase shares of Class A Common Stock held by him immediately after the Effective Time.

For more information about the Lock-Up Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Lock-Up Agreement.”

Proposed Second Amended and Restated Charter

Pursuant to the terms of the Business Combination Agreement, upon the Closing, we will amend and restate our Charter to, among other things, (a) increase the number of authorized shares of our Class A Common Stock from 200,000,000 shares to 250,000,000 shares, (b) reclassify the TortoiseCorp Board, (c) eliminate certain provisions in the Charter relating to an Initial Business Combination that will no longer be applicable to us following the Closing, (d) change the post-combination company’s name to “Hyliion Holdings Corp.” and (e) make certain other changes that the TortoiseCorp Board deems appropriate for a public operating company.

For more information about the amendments to our Charter, see the sections entitled “Proposal No. 2 — The Authorized Share Charter Proposal,” “Proposal No. 3 — The Director Classification Charter Proposal” and “Proposal No. 4 — The Additional Charter Proposal.”

Subscription Agreements

In connection with the execution of the Business Combination Agreement, on June 18, 2020, TortoiseCorp entered into separate subscription agreements (collectively, the “Subscription Agreements”) with a number of Subscribers, pursuant to which the Subscribers agreed to purchase, and TortoiseCorp agreed to sell to the Subscribers, an aggregate of 30,750,000 PIPE Shares, for a purchase price of $10.00 per share and an aggregate purchase price of $307,500,000 million, in the PIPE Financing. TortoiseCorp agreed to give certain customary registration rights to the Subscribers with respect to the PIPE Shares pursuant to the Subscription Agreements.

18

Pursuant to the registration rights granted to the Subscribers in connection with the Subscription Agreements, New Hyliion will be obligated, subject to the terms thereof and in the manner contemplated thereby, to file a registration statement registering for resale under the Securities Act all of the PIPE Shares acquired by the Subscribers within 30 days after the consummation of the business combination, and to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the 60th day following the Closing and (b) the tenth business day after the date New Hyliion is notified by the SEC that such registration will not be reviewed or will not be subject to further review.

Additionally, upon the occurrence of certain specified events of default, including if the registration statement has not been declared effective by the SEC by a specified date, New Hyliion has agreed to pay to each Subscriber, as partial liquidated damages and not as a penalty, on each date of such event of default (the “Default Date”) and on each monthly anniversary of such Default Date until such event of default is cured, an amount equal to 0.5% of the aggregate purchase price paid by such Subscriber pursuant to a Subscription Agreement for any shares of Class A Common Stock held by such Subscriber on such Default Date, provided, however, that in no event shall New Hyliion be required to pay a Subscriber an aggregate amount that exceeds 5.0% of the aggregate purchase price paid by such Subscriber pursuant to a Subscription Agreement for its shares of Class A Common Stock.

The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements is expected to occur immediately prior to the Closing and is contingent upon, among other customary closing conditions, the satisfaction or waiver of all conditions precedent to the Closing. The purpose of the PIPE Financing is to raise additional capital for use by the post-combination company following the Closing.

For more information about the Subscription Agreements, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Subscription Agreements.”

Stockholders Rights Agreement

On June 18, 2020, Vincent T. Cubbage, Stephen Pang, certain stockholders of Hyliion and TortoiseCorp entered into the Stockholder Rights Agreement (the “Stockholders Rights Agreement”), pursuant to which TortoiseCorp agreed to take all necessary action so that immediately after the Effective Time, the TortoiseCorp Board, including its committees, is comprised of the individuals set forth in the Business Combination Agreement. Pursuant to the Stockholders Rights Agreement, New Hyliion will also take all necessary action to cause the New Hyliion board of directors (the “New Hyliion Board”) to nominate and recommend for election at New Hyliion’s annual meeting of stockholders in 2021 Vincent T. Cubbage and Thomas Healy. The stockholders party to the Stockholders Rights Agreement agreed to vote in favor of Messrs. Cubbage and Healy at New Hyliion’s annual meeting of stockholders in 2021.

Forward Purchase Agreement

On June 18, 2020, Atlas Point Fund and Tortoise entered into the First Amendment to Forward Purchase Agreement, an amendment to the IPO Forward Purchase Agreement. Pursuant to the Forward Purchase Agreement, Atlas Point Fund agreed to purchase 1,750,000 Forward Purchase Units, consisting of 1,750,000 shares of Class A Common Stock and Forward Purchase Warrants to purchase 875,000 shares of Class A Common Stock, for an aggregate purchase price of $17,500,000. At the Closing, if (a) Atlas Point Fund does not fund the $17,500,000 purchase price, Atlas Point Fund will transfer 900,000 Founder Shares back to Tortoise Borrower, such that Atlas Point Fund will retain 365,625 Founder Shares and (b) if Atlas Point Fund does fund the $17,500,000 purchase price, Atlas Point Fund will transfer 894,375 Founder Shares back to Tortoise Borrower. The shares of Class A Common Stock purchased as part of the Forward Purchase Units will be identical to the shares of Class A Common Stock included in the units sold in the Initial Public Offering, except the shares comprising the Forward Purchase Units will be subject to transfer restrictions and certain registration rights. Each whole Forward Purchase Warrant is exercisable to purchase one share of Class A Common Stock at $11.50 per share. The Forward Purchase Warrants will have the same terms as the public warrants, except that the Forward Purchase Warrants are subject to transfer restrictions and certain registration rights.

19

Interests of Certain Persons in the Business Combination

In considering the recommendation of the TortoiseCorp Board to vote in favor of the business combination, stockholders should be aware that, aside from their interests as stockholders, our Sponsor and certain of our directors and officers have interests in the business combination that are different from, or in addition to, those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to stockholders that they approve the business combination. Stockholders should take these interests into account in deciding whether to approve the business combination. These interests include, among other things:

•        the fact that Tortoise Borrower holds 6,660,183 private placement warrants that would expire worthless if a business combination is not consummated;

•        the fact that our Sponsor, officers and directors have agreed not to redeem any of the shares of our common stock held by them in connection with a stockholder vote to approve the business combination;

•        the fact that our Sponsor paid an aggregate of $25,000 for the Founder Shares, including 1,385,625 Founder Shares which were subsequently transferred to Atlas Point Fund and to our independent directors in connection with the closing of our IPO, and such securities will have a significantly higher value at the time of the business combination, which if unrestricted and freely tradable would be valued at approximately $233,009,200, based on the closing price of our Class A Common Stock of $40.00 per share on August 24, 2020, the record date for the special meeting;

•        if the Trust Account is liquidated, including in the event we are unable to complete an Initial Business Combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser amount per public share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than our independent public accountants) for services rendered or products sold to us or (b) a prospective target business with which we have entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

•        the anticipated continuation of Vincent T. Cubbage and Stephen Pang as directors after the business combination;

•        the fact that each of our independent directors owns 40,000 Founder Shares that were transferred from our Sponsor in connection with the closing of our IPO, which if unrestricted and freely tradeable would be valued at approximately $1,600,000, based on the closing price of our Class A Common Stock of $40.00 per share on August 24, 2020, the record date for the special meeting;

•        the fact that our Sponsor, officers and directors may not participate in the formation of, or become a director or officer of, any other blank check company until we have entered into a definitive agreement regarding an Initial Business Combination or fail to complete an Initial Business Combination by March 4, 2021;

•        the fact that our Sponsor, officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations; and

•        the fact that our Sponsor, officers and directors will lose their entire investment in us if an Initial Business Combination is not completed.

Reasons for the Approval of the Business Combination

After careful consideration, the TortoiseCorp Board recommends that our stockholders vote “FOR” the approval of the Business Combination Proposal.

For a more complete description of our reasons for the approval of the business combination and the recommendation of the TortoiseCorp Board, see the section entitled “Proposal No. 1 — The Business Combination Proposal — TortoiseCorp Board’s Reasons for the Approval of the Business Combination.”

20

Redemption Rights

Under our Charter, holders of our Class A Common Stock may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the business combination, including interest not previously released to us to pay our franchise and income taxes, by (b) the total number of shares of Class A Common Stock issued in the IPO; provided that we will not redeem any public shares to the extent that such redemption would result in TortoiseCorp having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. As of June 30, 2020, this would have amounted to approximately $10.16 per share. Under our Charter, in connection with an Initial Business Combination, a public stockholder, together with any affiliate or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), is restricted from seeking redemption rights with respect to more than 20% of the public shares. In order to determine whether a stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) with any other stockholder, TortoiseCorp will require each public stockholder seeking to exercise redemption rights to certify to TortoiseCorp whether such stockholder is acting in concert or as a group with any other stockholder.

If a holder exercises its redemption rights, then such holder will be exchanging its shares of Class A Common Stock for cash and will no longer own shares of Class A Common Stock and will not participate in our future growth, if any. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent in accordance with the procedures described herein. See the section entitled “Special Meeting of TortoiseCorp Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Ownership of New Hyliion After the Closing

We anticipate that, upon completion of the business combination, the ownership of New Hyliion will be as follows:

•        the Historical Rollover Stockholders will own 100,000,000 shares of our Class A Common Stock, representing a 61.87% interest;

•        the public stockholders (not including any initial stockholders that own public shares) will own 23,260,917 shares of our Class A Common Stock, representing a 14.39% interest;

•        the Subscribers will own 30,750,000 shares of our Class A Common Stock, representing a 19.03% interest; and

•        the initial stockholders (including Atlas Point Fund) will own 7,615,230 shares of our Class A Common Stock, representing a 4.71% interest.

The number of shares and the interests set forth above assume that (a) no public stockholders elect to have their public shares redeemed, (b) 1,750,000 shares of Class A Common Stock are issued and sold to Atlas Point Fund pursuant to the Forward Purchase Agreement as part of the Forward Purchase Units, (c) 30,750,000 shares of Class A Common Stock are issued in the PIPE Financing, (d) 100,000,000 shares of Class A Common Stock are issued to the Historical Rollover Stockholders in the business combination, (e) all pre-merger Hyliion Options have vested and been exercised prior to the merger (however, for a discussion of the actual adjustment provisions applicable to the Hyliion Options, see “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conversion of Securities”), (f) none of TortoiseCorp’s initial stockholders or the Historical Rollover Stockholders purchase shares of Class A Common Stock in the open market and (g) there are no other issuances of equity interests of New Hyliion. As a result of the business combination, the economic and voting interests of our public stockholders will decrease.

The ownership percentages with respect to New Hyliion set forth above do not take into account warrants to purchase Class A Common Stock that will remain outstanding immediately following the business combination, but do include the Founder Shares which will convert into Class A Common Stock upon an Initial Business Combination. If the facts are different than these assumptions, the percentage ownership retained by TortoiseCorp’s existing stockholders in New Hyliion following the business combination will be different. For example, if we

21

assume that all outstanding 11,650,458 public warrants, 6,660,183 private placement warrants and 875,000 Forward Purchase Warrants were exercisable and exercised following completion of the business combination, then the ownership of New Hyliion would be as follows:

•        the Historical Rollover Stockholders will own 100,000,000 shares of our Class A Common Stock, representing a 55.31% interest;

•        the public stockholders (not including any initial stockholders that own public shares) will own 34,891,375 shares of our Class A Common Stock, representing a 19.30% interest;

•        the Subscribers will own 30,750,000 shares of our Class A Common Stock, representing a 17.01% interest; and

•        the initial stockholders (including Atlas Point Fund) will own 15,170,413 shares of our Class A Common Stock, representing a 8.39% interest.

The public warrants, private placement warrants and Forward Purchase Warrants will become exercisable 30 days after the completion of an Initial Business Combination and will expire five years after the completion of an Initial Business Combination or earlier upon their redemption or liquidation.

Please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Board of Directors of New Hyliion Following the Business Combination

Assuming the Director Election Proposal is approved at the special meeting, we expect the New Hyliion Board to be comprised of Thomas Healy, Andrew H. Card, Jr., Vincent T. Cubbage, Howard Jenkins, Edward Olkkola, Stephen Pang and Robert M. Knight, Jr. following the completion of the business combination.

Accounting Treatment

The business combination will be accounted for as a business combination under the scope of the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification 805, Business Combinations, or ASC 805 in which Hyliion will be the accounting acquirer.

Appraisal Rights

Appraisal rights are not available to holders of shares of Class A Common Stock and Class B Common Stock in connection with the business combination.

Other Proposals

In addition to the proposal to approve and adopt the Business Combination Agreement and the business combination, our stockholders will be asked to vote on proposals to amend and restate our Charter to, among other things, (a) increase the number of authorized shares of Class A Common Stock from 200,000,000 shares to 250,000,000 shares, (b) reclassify the TortoiseCorp Board, (c) eliminate provisions in the Charter relating to an Initial Business Combination that will no longer be applicable to us following the Closing, (d) change the post-combination company’s name to “Hyliion Holdings Corp.” and (e) make certain other changes that the TortoiseCorp Board deems appropriate for a public operating company. A copy of our Proposed Second A&R Charter reflecting the proposed amendments pursuant to the Authorized Share Charter Proposal, the Director Classification Charter Proposal and the Additional Charter Proposal is attached to this proxy statement as Annex B. For more information about the Authorized Share Charter Proposal, the Director Classification Charter Proposal and the Additional Charter Proposal, see the sections entitled “Proposal No. 2 — The Authorized Share Charter Proposal,” “Proposal No. 3 — The Director Classification Charter Proposal” and “Proposal No. 4 — The Additional Charter Proposal.”

In addition, our stockholders will be asked to vote on (a) a proposal to approve, for purposes of complying with applicable NYSE listing rules, (i) the issuance, or reservation for issuance in respect of New Hyliion options issued in exchange for outstanding pre-merger Hyliion Options, of 100,000,000 shares of Class A Common Stock

22

to the Historical Rollover Stockholders in the business combination, (ii) the issuance and sale of 30,750,000 shares of Class A Common Stock in the PIPE Financing and (iii) the issuance and sale of 1,750,000 Forward Purchase Units, consisting of 1,750,000 shares of Class A Common Stock and Forward Purchase Warrants to purchase 875,000 shares of Class A Common Stock, to Atlas Point Fund pursuant to the Forward Purchase Agreement, (b) a proposal to approve and adopt the 2020 Plan, (c) a proposal to elect two directors to serve until the 2021 annual meeting of stockholders, three directors to serve until the 2022 annual meeting of stockholders and two directors to serve until the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified, subject to such directors’ earlier death, resignation, retirement, disqualification or removal and (d) a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposals, the NYSE Proposal, the 2020 Plan Proposal or the Director Election Proposal.

See the sections entitled “Proposal No. 5 — The NYSE Proposal,” “Proposal No. 6 — The 2020 Plan Proposal,” “Proposal No. 7 — The Director Election Proposal” and “Proposal No. 8 — The Adjournment Proposal” for more information.

Date, Time and Place of Special Meeting

The special meeting will be held at 9:30 a.m., Eastern time, on September 28, 2020, via live webcast at https://www.cstproxy.com/tortoiseacquisitioncorp/sm2020, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the virtual special meeting if you owned shares of Class A Common Stock or Class B Common Stock at the close of business on August 24, 2020, which is the record date for the special meeting. You are entitled to one vote for each share of Class A Common Stock or Class B Common Stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 29,126,147 shares of Class A Common Stock and Class B Common Stock outstanding in the aggregate, of which 23,300,917 were public shares and 5,825,230 were Founder Shares held by the initial stockholders. Certain initial stockholders hold 40,000 of the public shares in the aggregate, which were purchased in the IPO.

Proxy Solicitation

Proxies may be solicited by mail. We have engaged Morrow Sodali LLC to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares online if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of TortoiseCorp Stockholders — Revoking Your Proxy.”

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of our stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if holders of a majority of the outstanding shares of our Class A Common Stock and Class B Common Stock entitled to vote thereat attend virtually or are represented by proxy at the special meeting. Abstentions will count as present for the purposes of establishing a quorum.

The approval of the Business Combination Proposal, the NYSE Proposal, the 2020 Plan Proposal and the Adjournment Proposal requires the affirmative vote (online or by proxy) of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote and actually cast thereon online at the special meeting, voting as a single class. Approval of the Charter Proposals requires the affirmative vote (online or by proxy) of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon at the special meeting, voting as a single class. Accordingly, a stockholder’s failure to vote by proxy or to vote online at the special meeting will not be counted towards the number of shares of

23

Class A Common Stock and Class B Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Business Combination Proposal, the NYSE Proposal, the 2020 Plan Proposal or the Adjournment Proposal, but will have the same effect as a vote AGAINST the Charter Proposals.

Approval of the election of each director nominee pursuant to the Director Election Proposal requires the affirmative vote (online or by proxy) of a plurality of the votes cast by holders of our Class A Common Stock and Class B Common Stock entitled to vote and actually cast thereon online at the special meeting. This means that the seven director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Assuming a valid quorum is established, abstentions will have no effect on the Director Election Proposal.

The Closing is conditioned on the approval of the Business Combination Proposal, the Charter Proposals and the NYSE Proposal at the special meeting. The Charter Proposals, the Director Election Proposal and the 2020 Plan Proposal are conditioned on the approval of the Business Combination Proposal and the NYSE Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement.

Recommendation to TortoiseCorp Stockholders

The TortoiseCorp Board believes that each of the Business Combination Proposal, the Authorized Share Charter Proposal, the Director Classification Charter Proposal, the Additional Charter Proposal, the NYSE Proposal, the 2020 Plan Proposal, the Director Election Proposal and the Adjournment Proposal is in the best interests of TortoiseCorp and our stockholders and recommends that our stockholders vote “FOR” each Proposal (or in the case of the Director Election Proposal, “FOR ALL NOMINEES”) being submitted to a vote of the stockholders at the special meeting.

When you consider the recommendation of the TortoiseCorp Board in favor of approval of these Proposals, you should keep in mind that, aside from their interests as stockholders, our Sponsor and certain of our directors and officers have interests in the business combination that are different from, or in addition to, your interests as a stockholder. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Risk Factors

In evaluating the proposals set forth in this proxy statement, you should carefully read this proxy statement, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.”

24

SELECTED HISTORICAL FINANCIAL INFORMATION OF TORTOISECORP

The following table shows selected historical financial information of TortoiseCorp for the periods and as of the dates indicated. This information was derived from the unaudited interim financial statements of TortoiseCorp for the six months ended and as of June 30, 2020, and the audited financial statements of TortoiseCorp for the year ended and as of December 31, 2019 and for the period from November 7, 2018 (date of inception) to December 31, 2018 included elsewhere in this proxy statement. The following table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of TortoiseCorp” and our historical financial statements and the notes and schedules related thereto, included elsewhere in this proxy statement.

 

For the
Six Months
Ended
June 30,
2020

 

For the Year
Ended
December 31,
2019

 

For the
Period from
November 7,
2018
(date of
inception) to
December 31,
2018

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

Total expenses

 

$

2,686,202

 

 

$

764,782

 

 

$

591

 

Other income – investment income on Trust Account and interest

 

$

869,602

 

 

$

3,857,176

 

 

$

 

Income tax provision

 

$

162,399

 

 

$

768,006

 

 

$

 

Net income (loss) attributable to common stockholders

 

$

(1,978,999

)

 

$

2,324,388

 

 

$

(591

)

Per Share Data:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding of Class A Common Stock

 

 

23,300,917

 

 

 

23,300,917

 

 

 

 

Basic and diluted net income per share, Class A Common Stock

 

$

0.03

 

 

$

0.12

 

 

 

 

Weighted average shares outstanding of Class B Common Stock

 

 

5,825,230

 

 

 

5,825,230

 

 

 

5,625,000

 

Basic and diluted net income per share, Class B Common Stock

 

$

(0.44

)

 

$

(0.10

)

 

$

(0.00

)

 

As of
June 30,
2020

 

As of
December 31,
2019

Balance Sheet Data:

 

 

   

 

 

Total assets

 

$

236,999,147

 

$

237,148,974

Total liabilities

 

$

10,315,377

 

$

8,486,205

Value of Class A Common Stock that may be redeemed in connection with an Initial Business Combination (approximately $10.00 per share)

 

$

221,683,760

 

$

223,662,761

Total stockholders’ equity

 

$

5,000,010

 

$

5,000,008

25

SELECTED HISTORICAL FINANCIAL INFORMATION OF HYLIION

The following table shows selected historical financial information of Hyliion for the periods and as of the dates indicated. This information was derived from the unaudited condensed interim financial statements of Hyliion for the six months ended and as of June 30, 2020, and the audited financial statements of Hyliion for the years ended December 31, 2019 and December 31, 2018 and as of December 31, 2019 included elsewhere in this proxy statement. The following table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Hyliion” and Hyliion’s historical financial statements and the notes and schedules related thereto, included elsewhere in this proxy statement.

(in thousands, except share and per share data)

 

Six
Months
Ended
June 30,
2020

 



Year Ended December 31,

2019

 

2018 (As Restated)

   

(unaudited)

       

Statements of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

(5,225

)

 

$

(9,269

)

 

$

(15,733

)

Selling, general and administrative expenses

 

 

(1,565

)

 

 

(2,730

)

 

 

(4,122

)

Loss from operations

 

 

(6,790

)

 

 

(11,999

)

 

 

(19,855

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(3,228

)

 

 

(3,260

)

 

 

(366

)

Change in fair value of convertible notes payable derivative liabilities

 

 

455

 

 

 

1,119

 

 

 

(268

)

Gain on bargain purchase

 

 

 

 

 

 

 

 

1,197

 

Other income

 

 

 

 

 

27

 

 

 

11

 

Total other (expense) income

 

 

(2,773

)

 

 

(2,114

)

 

 

574

 

Net loss

 

$

(9,563

)

 

$

(14,113

)

 

$

(19,281

)

Cumulative dividends on convertible preferred stock

 

 

(884

)

 

 

(1,702

)

 

 

(1,416

)

Net loss attributable to common stockholder

 

$

(10,447

)

 

$

(15,815

)

 

$

(20,697

)

   

 

 

 

 

 

 

 

 

 

 

 

Per Share Data:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share, basic and diluted

 

$

(0.40

)

 

$

(0.62

)

 

 

(0.86

)

Weighted-average shares outstanding, basic and diluted

 

 

26,124,230

 

 

 

25,501,235

 

 

 

24,190,623

 

(in thousands, except share and per share data)

 

As of
June 30,
2020

 

As of
December 31,
2019

   

(unaudited)

   

Balance Sheet Data:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,301

 

 

$

6,285

 

Working capital

 

$

(21,878

)

 

$

(5,514

)

Total assets

 

$

12,075

 

 

$

14,096

 

Total liabilities

 

$

39,591

 

 

$

32,165

 

Total stockholders’ deficit

 

$

(53,303

)

 

$

(43,856

)

26

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact included in this proxy statement, regarding the proposed business combination, TortoiseCorp’s ability to consummate the business combination, the benefits of the transaction, Hyliion’s future financial performance, strategy, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “goal,” “project” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Except as otherwise required by applicable law, TortoiseCorp disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this proxy statement. TortoiseCorp cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of TortoiseCorp.

Forward-looking statements in this proxy statement may include, for example, statements about:

•        our ability to consummate the business combination;

•        the benefits of the business combination;

•        New Hyliion’s financial and business performance following the business combination, including financial projections and business metrics;

•        Hyliion’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

•        the implementation, market acceptance and success of Hyliion’s business model;

•        Hyliion’s ability to scale in a cost-effective manner;

•        developments and projections relating to Hyliion’s competition and industry;

•        Hyliion’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

•        Hyliion’s ability to obtain funding for its operations;

•        Hyliion’s business, expansion plans and opportunities; and

•        the outcome of any known and unknown litigation and regulatory proceedings.

In addition, TortoiseCorp cautions you that the forward-looking statements regarding TortoiseCorp and Hyliion, which are contained in this proxy statement, are subject to the following factors:

•        the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the Business Combination Agreement;

•        the outcome of any legal proceedings that may be instituted against TortoiseCorp following announcement of the business combination;

•        the inability to complete the business combination due to the failure to obtain approval of the stockholders of TortoiseCorp, or satisfy the other conditions to the Closing in the Business Combination Agreement;

27

•        the risk that TortoiseCorp may not be able to consummate the PIPE Financing or the sale of the Forward Purchase Units pursuant to the Forward Purchase Agreement;

•        the ability to obtain or maintain the listing of New Hyliion Common Stock on the NYSE following the business combination;

•        the risk that the proposed business combination disrupts current plans and operations of Hyliion or TortoiseCorp as a result of the announcement and consummation of the business combination;

•        New Hyliion’s ability to realize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of New Hyliion to grow and manage growth profitably following the business combination;

•        costs related to the business combination;

•        New Hyliion’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the business combination;

•        the possibility of third-party claims against TortoiseCorp’s Trust Account;

•        changes in applicable laws or regulations;

•        the ability of Hyliion to execute its business model, including market acceptance of its planned products and services;

•        that Hyliion has identified a material weakness in its internal control over financial reporting which, if not corrected, could affect the reliability of Hyliion’s consolidated financial statements;

•        the possibility that the novel coronavirus (“COVID-19”) may hinder TortoiseCorp’s ability to consummate the business combination;

•        the possibility that COVID-19 may adversely affect the results of operations, financial position and cash flows of New Hyliion or Hyliion; and

•        the possibility that New Hyliion or Hyliion may be adversely affected by other economic, business or competitive factors.

Should one or more of the risks or uncertainties described in this proxy statement, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the section entitled “Risk Factors” and in TortoiseCorp’s periodic filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and the subsequent Quarterly Reports on Form 10-Q. TortoiseCorp’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

28

RISK FACTORS

The following risk factors will apply to our business and operations following the completion of the business combination. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, prospects, financial condition and operating results of Hyliion and our business, prospects, financial condition and operating results following the completion of the business combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” before deciding how to vote your shares of Class A Common Stock and Class B Common Stock. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business, prospects, financial condition or operating results. The following discussion should be read in conjunction with our financial statements and the financial statements of Hyliion and notes to the financial statements included herein.

Risks Related to Hyliion

Risks Related to Hyliion’s Business and Industry

Hyliion is an early stage company with a history of losses, and expects to incur significant expenses and continuing losses for the foreseeable future.

Hyliion incurred a net loss of $9.6 million for the six months ended June 30, 2020 and has incurred a net loss of approximately $43.0 million from January 1, 2018 through June 30, 2020. Hyliion believes that it will continue to incur operating and net losses each quarter until at least the time it begins commercial deliveries of both of its Hybrid systems and its Hypertruck ERX system, which are not expected to begin until 2021 and 2022, respectively, and may occur later or not at all. Even if Hyliion is able to successfully develop and sell its electrified powertrain solutions, there can be no assurance that they will be commercially successful. Hyliion’s potential profitability is dependent upon the successful development and successful commercial introduction and acceptance of its electrified powertrain solutions, which may not occur.

Hyliion expects the rate at which it will incur losses to be significantly higher in future periods as Hyliion:

•        continues to market its first generation (“V1”) Hybrid system and design, develop and produce its second generation (“V2”) Hybrid system as well as its Hypertruck ERX system;

•        hires additional employees across all divisions of the company;

•        continues to utilize its third-party partners for design, testing and commercialization;

•        expands its production capabilities to produce its electrified powertrain solutions, including costs associated with outsourcing the production of its electrified powertrain solutions;

•        builds up inventories of parts and components for its electrified powertrain solutions;

•        produces an inventory of its electrified powertrain solutions;

•        expands its design, development, installation and servicing capabilities;

•        increases its sales and marketing activities and develops its distribution infrastructure; and

•        increases its general and administrative functions to support its growing operations.

Because Hyliion will incur the costs and expenses from these efforts before it receives any incremental revenues with respect thereto, Hyliion’s losses in future periods will be significant. In addition, Hyliion may find that these efforts are more expensive than it currently anticipates or that these efforts may not result in revenues, which would further increase Hyliion’s losses.

29

Hyliion’s financial results may vary significantly from period to period due to fluctuations in its operating costs and other factors.

Hyliion expects its period-to-period financial results to vary based on its operating costs, which Hyliion anticipates will fluctuate as the pace at which it continues to design, develop and produce new products and increase production capacity. Additionally, Hyliion’s revenues from period to period may fluctuate as it introduces existing products to new markets for the first time and as it develops and introduces new products. As a result of these factors, Hyliion believes that quarter-to-quarter comparisons of its financial results, especially in the short term, are not necessarily meaningful and that these comparisons cannot be relied upon as indicators of future performance. Moreover, Hyliion’s financial results may not meet expectations of equity research analysts, ratings agencies or investors, who may be focused only on quarterly financial results. If any of this occurs, the trading price of New Hyliion Common Stock could fall substantially, either suddenly or over time.

Hyliion may be unable to adequately control the costs associated with its operations.

Hyliion will require significant capital to develop and grow its business, including developing and producing its electrified powertrain solutions and building Hyliion’s brand. Hyliion expects to incur significant expenses which will impact its profitability, including research and development expenses (including developing Hyliion’s V2 Hybrid system as well as its Hypertruck ERX system), raw material procurement costs, sales and distribution expenses as Hyliion builds its brand and markets its electrified powertrain solutions, and general and administrative expenses as Hyliion scales its operations and incurs costs as a public company. In addition, Hyliion may incur significant costs servicing its electrified powertrain solutions. Hyliion’s ability to become profitable in the future will not only depend on its ability to complete the design and development of its electrified powertrain solutions to meet projected performance metrics and successfully market its electrified powertrain solutions and services, but also to sell its products at prices to achieve its expected margins and control its costs. If Hyliion is unable to efficiently design, produce, market, sell, distribute and service its electrified powertrain solutions, Hyliion’s margins, profitability and prospects would be materially and adversely affected.

Hyliion’s business model has yet to be tested and any failure to commercialize its strategic plans would have a material adverse effect on its operating results and business, harm Hyliion’s reputation and could result in substantial liabilities that exceed its resources.

Investors should be aware of the difficulties normally encountered by a new enterprise, many of which are beyond Hyliion’s control, including substantial risks and expenses in the course of establishing or entering new markets, organizing operations and undertaking marketing activities. The likelihood of Hyliion’s success must be considered in light of these risks, expenses, complications, delays and the competitive environment in which it operates. Therefore, there can be no assurances that Hyliion’s business plan will prove successful. Hyliion may not be able to generate significant revenue, raise additional capital or operate profitably. Hyliion will continue to encounter risks and difficulties frequently experienced by early stage companies, including scaling up its infrastructure and headcount, and may encounter unforeseen expenses, difficulties or delays in connection with its growth. In addition, as a result of the capital-intensive nature of Hyliion’s business, Hyliion can be expected to continue to sustain substantial operating expenses without generating sufficient revenues to cover expenditures. Any investment in Hyliion is therefore highly speculative and could result in the loss of your entire investment.

Hyliion’s limited operating history makes evaluating its business and future prospects difficult and may increase the risk of your investment.

You must consider the risks and difficulties Hyliion faces as an early stage company with a limited operating history. If Hyliion does not successfully address these risks, its business, prospects, financial condition and operating results will be materially and adversely harmed. Hyliion was incorporated in January 2016 and has a very limited operating history on which investors can base an evaluation of its business, prospects, financial condition and operating results. Hyliion intends to derive the majority of its revenues from the sale of its electrified powertrain solutions, of which commercial deliveries of the Hybrid systems and the Hypertruck ERX system are not expected to begin until 2021 and 2022 respectively, and may occur later or not at all. There are no assurances that Hyliion will be able to secure future business with customers, such as the major commercial vehicle OEMs, trucking companies and other fleet owners.

30

It is difficult to predict Hyliion’s future revenues and appropriately budget for its expenses, and Hyliion has limited insight into trends that may emerge and affect its business. In the event that actual results differ from Hyliion’s estimates or Hyliion adjusts its estimates in future periods, Hyliion’s operating results and financial position could be materially affected. The projected financial information appearing elsewhere in this proxy statement has been prepared by Hyliion management and reflects current estimates of future performance. The projected results depend on the successful implementation of Hyliion management’s growth strategies and are based on assumptions and events over which Hyliion has only partial or no control. The assumptions underlying such projected information require the exercise of judgement and may not occur, and the projections are subject to uncertainty due to the effects of economic, business, competitive, regulatory, legislative, political and other changes.

Hyliion has identified material weaknesses in its internal control over financial reporting which, if not corrected, could affect the reliability of Hyliion’s consolidated financial statements and have other adverse consequences.

Hyliion has identified material weaknesses in internal control over financial reporting, which relate to: (a) the design and operation of Hyliion’s information technology general controls; (b) Hyliion’s overall closing and financial reporting processes, including accounting for significant and unusual transactions; and (c) general segregation of duties, including the review and approval of journal entries.

In the course of preparing the financial statements that are included in this proxy statement, Hyliion has identified a number of adjustments to its financial statements that resulted in a restatement of previously issued financial statements. These adjustments relate to accounting for a business acquisition, accounting for issuance of convertible notes payable and embedded derivative liabilities, accounting for costs associated with materials and supplies purchased for research and development activities and other miscellaneous adjustments.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its financial statements would not be prevented or detected on a timely basis. These deficiencies could result in additional misstatements to its financial statements that would be material and would not be prevented or detected on a timely basis.

Hyliion’s management has concluded that these material weaknesses in Hyliion’s internal control over financial reporting are due to the fact that, prior to this proxy statement, Hyliion was a private company with limited resources and did not have the necessary business processes and related internal controls formally designed and implemented; coupled with the appropriate resources, level of experience and technical expertise to oversee Hyliion’s business processes and controls surrounding: information technology general controls, and Hyliion’s closing and financial reporting processes to address the accounting and financial reporting requirements related to significant and unusual transactions.

Hyliion’s management is in the process of developing a remediation plan. The material weaknesses will not be considered remediated until management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. Hyliion’s management will monitor the effectiveness of Hyliion’s remediation plans and will make changes management determines to be appropriate.

If not remediated, these material weaknesses could result in further material misstatements to Hyliion’s annual or interim financial statements that would not be prevented or detected on a timely basis, or in delayed filing of required periodic reports. If Hyliion is unable to assert that its internal control over financial reporting is effective, or when required in the future, if New Hyliion’s independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of the internal control over financial reporting, investors may lose confidence in the accuracy and completeness of New Hyliion’s financial reports, the market price of New Hyliion Common Stock could be adversely affected and New Hyliion could become subject to litigation or investigations by the NYSE, the SEC or other regulatory authorities, which could require additional financial and management resources.

Hyliion plans to accept reservation orders for the sale of its electrified powertrain solutions that are cancellable, and Hyliion’s initial pre-launch sales order for Hypertruck ERX equipped trucks is cancellable.

Hyliion’s electrified powertrain solutions are still in the development and testing phase and commercial deliveries of the Hybrid systems and the Hypertruck ERX system are not expected to begin until 2021 and 2022, respectively, and may occur later or not at all. As a result, Hyliion plans to accept reservation orders for its electrified powertrain

31

solutions that will be cancellable by customers without penalty. Given the anticipated lead times between reservation orders and the date of delivery of Hyliion’s electrified powertrain solutions, there is a heightened risk that customers who place reservation orders may ultimately decide not to convert such reservation orders into binding contracts and take delivery of their ordered Hyliion electrified powertrain solutions due to potential changes in customer preferences, competitive developments and other factors. As a result, no assurance can be made that reservations will not be cancelled or that reservations will result in the purchase of Hyliion’s electrified powertrain solutions, and any such cancellations could harm Hyliion’s business, prospects, financial condition and operating results.

Hyliion may also enter into contracts for the sale of its electrified powertrain solutions that include various cancellation rights in favor of the customer. For example, in May 2020, Hyliion entered into a pre-launch sales agreement (the “Agility Pre-Launch Agreement”) with Agility Logistics Cargo Transport Co. WLL (“Agility Transport”), a company organized under the laws of and based in Kuwait and a subsidiary of Agility Public Warehousing Company K.S.C.P. Under the Agility Pre-Launch Agreement, Agility Transport agreed to order 1,000 trucks equipped with Hyliion’s Hypertruck ERX system in one or more future purchase orders, subject to certain testing and performance requirements and termination rights. If Hyliion is unable to deliver its Hypertruck ERX trucks according to the performance requirements and delivery timelines set forth in the contract, Agility Transport has the right to cancel its order. Additionally, even if Hyliion satisfies such performance requirements and delivery timelines, Agility Transport may terminate the Agility Pre-Launch Agreement by giving Hyliion 360-days’ advance notice after the date on which Hyliion has delivered a Hypertruck ERX demonstration truck. Furthermore, the Agility Pre-Launch Agreement does not specify the terms or periods upon which these purchase orders may be entered into, such that the sale of any Hypertruck ERX equipped trucks to Agility Transport is subject to the parties reaching an agreement on the terms of one or more purchase orders, including as to the amount of the deposit to be paid by Agility Transport to Hyliion in connection with such purchase order. Failure to reach agreement on the terms of such purchase order could result in Agility Transport refusing to purchase all or a portion of the 1,000 Hypertruck ERX equipped trucks that it pre-ordered. Should a dispute arise under the Agility Pre-Launch Agreement, Hyliion may face challenges enforcing the terms of such contract due to the jurisdictional challenges involved with instituting legal proceedings against a foreign entity and enforcing an award against such entity in a foreign jurisdiction. As a result, no assurance can be given that Agility Transport will not terminate the Agility Pre-Launch Agreement prior to purchasing all or any portion of the 1,000 Hypertruck ERX equipped trucks it pre-ordered under such agreement or that Hyliion would be able to enforce such agreement against Agility Transport. Any of these adverse actions related to the Agility Pre-Launch Agreement or any future customer contracts could harm Hyliion’s business, prospects, financial condition and operating results.

Hyliion may not be able to successfully engage target customers or convert early trial deployments with truck fleets into meaningful orders or additional deployments in the future.

Hyliion’s success, and its ability to increase revenue and operate profitably, depends in part on its ability to identify target customers and to convert early trial deployments with truck fleets into meaningful orders or additional deployments in the future. Hyliion’s V1 Hybrid system has been delivered to certain customers on an early trial deployment basis, where such customers have the ability to evaluate whether the V1 Hybrid system meets such customers’ performance and other requirements before such customers commit to meaningful orders or additional deployments in the future. If Hyliion is unable to meet its customers’ performance requirements or industry specifications, identify target customers or convert early trial deployments in truck fleets into meaningful orders or obtain additional deployments in the future, Hyliion’s business, prospects, financial condition and operating results would be materially adversely affected.

Certain of Hyliion’s strategic, development and deployment arrangements could be terminated or may not materialize into long-term contract partnership arrangements.

Hyliion has arrangements with strategic, development and deployment partners and collaborators. Some of these arrangements are evidenced by non-binding letters of intent, early stage agreements that are used for design and development purposes but will require renegotiation at later stages of development or production or master agreements that have yet to be implemented under separately negotiated statements of work, each of which could be terminated or may not materialize into next-stage contracts or long-term contract partnership arrangements. For instance, Hyliion has entered into non-binding letters of intent with FEV North America Inc., IAV Automotive Engineering Inc., Lonestar Specialty Vehicles and Fontaine Modification Company. If these arrangements are terminated or if Hyliion is unable to enter into next-stage contracts or long-term operational contracts, its business, prospects, financial condition and operating results may be materially adversely affected.

32

Hyliion may need to raise additional funds and these funds may not be available to Hyliion when it needs them. If Hyliion cannot raise additional funds when it needs them, its business, prospects, financial condition and operating results could be negatively affected.

The design, production, sale and servicing of Hyliion’s electrified powertrain solutions is capital-intensive. Hyliion expects that following the Closing no additional capital will be needed prior to commercialization and production. However, Hyliion may subsequently determine that additional funds are necessary earlier than anticipated. This capital may be necessary to fund Hyliion’s ongoing operations, continue research, development and design efforts, create new products and improve infrastructure. Hyliion may raise additional funds through the issuance of equity, equity related or debt securities or through obtaining credit from government or financial institutions. Hyliion cannot be certain that additional funds will be available to it on favorable terms when required, or at all. If Hyliion cannot raise additional funds when it needs them, its business, prospects, financial condition and operating results could be materially adversely affected.

If Hyliion fails to manage its growth effectively, including failing to attract and integrate qualified personnel, it may not be able to develop, produce, market and sell its electrified powertrain solutions successfully.

Any failure to manage Hyliion’s growth effectively could materially and adversely affect Hyliion’s business, prospects, operating results and financial condition. Hyliion intends to expand its operations significantly. Hyliion expects its future expansion to include:

•        expanding the management team;

•        hiring and training new personnel;

•        leveraging consultants to assist with company growth and development;

•        forecasting production and revenue;

•        controlling expenses and investments in anticipation of expanded operations;

•        establishing or expanding design, production, sales and service facilities;

•        implementing and enhancing administrative infrastructure, systems and processes; and

•        expanding into international markets, including Europe.

Hyliion intends to continue to hire a significant number of additional personnel, including software engineers, design and production personnel and service technicians for its electrified powertrain solutions. Because Hyliion’s electrified powertrain solutions are based on a different technology platform than traditional internal combustion engines, individuals with sufficient training in alternative fuel and electric vehicles may not be available to hire, and as a result, Hyliion will need to expend significant time and expense training any newly hired employees. Competition for individuals with experience designing, producing and servicing electrified vehicles and their software is intense, and Hyliion may not be able to attract, integrate, train, motivate or retain additional highly qualified personnel, particularly with respect to software engineers in the Austin, Texas area. The failure to attract, integrate, train, motivate and retain these additional employees could seriously harm Hyliion’s business, prospects, financial condition and operating results.

The performance characteristics of Hyliion’s electrified powertrain solutions, including fuel economy and emissions levels, may vary, including due to factors outside of its control.

The performance characteristics of Hyliion’s electrified powertrain solutions, including fuel economy and emissions levels, may vary, including due to factors outside of its control. Hyliion’s electrified powertrain solutions are still being designed and developed, and there are no assurances that they will be able to meet their projected performance characteristics, including fuel economy and emissions levels. External factors may also impact the performance characteristics of Hyliion’s electrified powertrain solutions. For instance, the estimated fuel savings and fuel economy of vehicles installed with Hyliion’s electrified powertrain solutions may vary depending on factors including, but not limited to, driver behavior, speed, terrain, hardware efficiency, payload, vehicle and weather conditions. Additionally, GHG emissions of vehicles installed with Hyliion’s electrified powertrain solutions may vary due to external factors, including the type of fuel, driver behavior, the efficiency and certification of the engine,

33

where the engine is being operated and the characteristics of the vehicle itself, including but not limited to the vehicle’s software controls, drivetrain efficiency, aerodynamics and rolling resistance. These external factors as well as any operation of Hyliion’s electrified powertrain solutions other than as intended, may result in emissions levels that are greater than Hyliion expects. Additionally, the amount of GHG emissions of both the Hybrid and Hypertruck ERX solutions will vary due to, but not limited to, the factors mentioned above. The ability of Hyliion’s electrified powertrain solutions to have a net carbon negative profile, will depend on the availability of renewable natural gas (“RNG”) as well as the infrastructure necessary to purchase RNG through fuel providers. Any limitation on the ability to purchase RNG, such as a decrease or a limitation on the number of natural gas fueling stations or limitation on the production of natural gas and RNG in particular, will negatively impact the anticipated carbon intensity profile of Hyliion’s electrified powertrain solutions. In addition, the carbon intensity profiles could vary based on the source of RNG, which could reduce a fleet’s ability to have favorable carbon intensity scores. Due to these factors, there can be no guarantee that the operators of vehicles using Hyliion’s electrified powertrain solutions will realize the expected fuel savings and fuel economy and GHG emission reductions.

Hyliion’s success will depend on its ability to economically outsource the production, assembly and installation of its electrified powertrain solutions at scale, and its ability to develop and produce electrified powertrain solutions of sufficient quality and appeal to customers on schedule and at scale is unproven.

Hyliion’s business depends in large part on its ability to execute its plans to develop, produce, assemble, market, sell, install and service its electrified powertrain solutions. Hyliion currently designs, assembles and tests its electrified powertrain solutions at its facility in Cedar Park, Texas and in the future, plans to outsource the majority of the production, assembly and installation of its electrified powertrain solutions. Hyliion anticipates that a significant concentration of this production, assembly and installation will be performed by a small number of outsourcing partners. While these arrangements can lower operating costs, they also reduce Hyliion’s direct control over production and distribution. Such diminished control may have an adverse effect on the quality or quantity of products or services, or Hyliion’s flexibility to respond to changing conditions.

Hyliion relies on single-source suppliers to supply and produce many components, and anticipates relying on outsourcing partners for assembly and installation of its electrified powertrain solutions. Any failure of these suppliers or outsourcing partners to perform could require Hyliion to seek alternative suppliers or to expand its production capabilities, which could incur additional costs and have a negative impact on its cost or supply of components or finished goods. In addition, production or logistics in supply or production areas or transit to final destinations can be disrupted for a variety of reasons including, but not limited to, natural and man-made disasters, information technology system failures, commercial disputes, military actions, economic, business, labor, environmental, public health or political issues or international trade disputes.

Hyliion’s continued development of its electrified powertrain solutions is and will be subject to risks, including with respect to:

•        the equipment Hyliion plans to use being able to accurately produce its electrified powertrain solutions within specified design tolerances;

•        the compatibility of Hyliion’s electrified powertrain solutions with existing and future commercial vehicle designs;

•        long- and short-term durability of the components in Hyliion’s electrified powertrain solutions in the day-to-day wear and tear of the commercial trucking environment;

•        compliance with environmental, workplace safety and similar regulations;

•        securing necessary components on acceptable terms and in a timely manner;

•        delays in delivery of final component designs to Hyliion’s suppliers;

•        Hyliion’s ability to attract, recruit, hire and train skilled employees;

•        quality controls, particularly as Hyliion plans to expand its production capabilities;

•        delays or disruptions in Hyliion’s supply chain;

34

•        other delays and cost overruns; and

•        Hyliion’s ability to secure additional funding if necessary.

Hyliion and its future production partners have no experience to date in high volume production of Hyliion’s electrified powertrain solutions. Hyliion does not know whether it or its future production partners will be able to develop efficient, automated, low-cost production capabilities and processes and reliable sources of component supply, that will enable Hyliion to meet the quality, price, engineering, design and production standards, as well as the production volumes, required to successfully mass market Hyliion’s electrified powertrain solutions. Even if Hyliion and its future production partners are successful in developing its high volume production capability and processes and reliably source its component supply, Hyliion does not know whether it will be able to do so in a manner that avoids significant delays and cost overruns, including as a result of factors beyond its control such as problems with suppliers and vendors, or in time to meet Hyliion’s vehicle commercialization schedules or to satisfy the requirements of customers. Any failure to develop such production processes and capabilities within Hyliion’s projected costs and timelines could have a material adverse effect on its business, prospects, financial condition and operating results.

Hyliion may experience significant delays in the design, production and launch of its electrified powertrain solutions, which could harm its business, prospects, financial condition and operating results.

Hyliion’s electrified powertrain solutions are still in the development and testing phase, and commercial deliveries of the Hybrid systems and the Hypertruck ERX system are not expected to begin until 2021 and 2022, respectively, and may occur later or not at all. Any delay in the financing, design, production and launch of Hyliion’s electrified powertrain solutions, including future production of Hyliion’s V2 Hybrid system and Hypertruck ERX system at its outsourcing partners, could materially damage Hyliion’s brand, business, prospects, financial condition and operating results. There are often delays in the design, production and commercial release of new products, and to the extent Hyliion delays the launch of its electrified powertrain solutions, its growth prospects could be adversely affected as it may fail to grow its market share. Hyliion will rely on its outsourcing partners to produce its electrified powertrain solutions at scale, and if they are not able produce products that meet Hyliion’s specifications, Hyliion may need to expand its production capabilities, which would cause Hyliion to incur additional costs. Furthermore, Hyliion relies on third-party suppliers for the provision and development of many of the key components and materials used in its electrified powertrain solutions, and to the extent they experience any delays, Hyliion may need to seek alternative suppliers. If Hyliion experiences delays by its third-party outsourcing partners or suppliers, it could experience delays in delivering on its timelines.

Hyliion, its outsourcing partners and suppliers may rely on complex machinery for Hyliion’s production, which involves a significant degree of risk and uncertainty in terms of operational performance and costs.

Hyliion, its outsourcing partners and suppliers may rely on complex machinery, for the production, assembly and installation of Hyliion’s electrified powertrain solutions, which will involve a significant degree of uncertainty and risk in terms of operational performance and costs. Hyliion’s production facilities and the facilities of its outsourcing partners and suppliers consist of large-scale machinery combining many components. These components may suffer unexpected malfunctions from time to time and will depend on repairs and spare parts to resume operations, which may not be available when needed. Unexpected malfunctions of these components may significantly affect the intended operational efficiency. Operational performance and costs can be difficult to predict and are often influenced by factors outside of Hyliion’s control, such as, but not limited to, scarcity of natural resources, environmental hazards and remediation, costs associated with decommissioning of machines, labor disputes and strikes, difficulty or delays in obtaining governmental permits, damages or defects in electronic systems, industrial accidents, fire, seismic activity and natural disasters. Should operational risks materialize, it may result in the personal injury to or death of workers, the loss of production equipment, damage to production facilities, monetary losses, delays and unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all which could have a material adverse effect on Hyliion’s business, prospects, financial condition or operating results.

35

If Hyliion is unable to successfully produce its electrified powertrain solutions, its business will be harmed.

Hyliion currently produces its V1 Hybrid system at its facility in Cedar Park, Texas and expects to begin production of its V2 Hybrid system in 2021, at the earliest, and its Hypertruck ERX system in 2022, at the earliest, in each case at its outsourcing partners’ facilities. Hyliion’s production facilities, the production facilities of its outsourcing partners and suppliers and the equipment used to produce Hyliion’s electrified powertrain solutions would be costly to replace and could require substantial lead time to replace and qualify for use. Hyliion’s production facilities and the production facilities of its outsourcing partners and suppliers may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, flooding, fire and power outages, or by health epidemics, such as the recent COVID-19 pandemic, which may render it difficult or impossible for Hyliion to produce its electrified powertrain solutions for some period of time. The inability to produce Hyliion’s electrified powertrain solutions or the backlog that could develop if Hyliion’s production facilities and the production facilities of its outsourcing partners and suppliers are inoperable for even a short period of time may result in the loss of customers or harm Hyliion’s reputation. Although Hyliion maintains insurance for damage to its property and the disruption of its business, this insurance may not be sufficient to cover all of Hyliion’s potential losses and may not continue to be available to Hyliion on acceptable terms, if at all.

Hyliion is dependent on large commercial vehicle OEMs and producers of glider kits and rolling chassis to provide vehicles for its electrified powertrain solutions.

Because Hyliion does not manufacture complete commercial vehicles, it is dependent on commercial vehicle OEMs and producers of glider kits and rolling chassis to provide vehicle chassis for its electrified powertrain solutions. If OEMs are unable or unwilling to integrate the installation of Hyliion’s electrified powertrain solutions into their commercial vehicle production lines, Hyliion may have to rely on producers of glider kits and rolling chassis and commercial truck upfitting and modification companies. To the extent that there are limitations on the availability of glider kits or rolling chassis, either due to the unwillingness or inability of OEMs and producers to produce and provide them to Hyliion or its installation partners, or a change in governmental regulations or policies, Hyliion would need to develop its own commercial vehicle on which to install its electrified powertrain solutions. Either case could have a negative impact on Hyliion’s ability to sell its electrified powertrain solutions at the prices, or achieve the margins, or in the timeframes that it anticipates. Additionally, if commercial vehicle OEMs limit or fail to provide a warranty on vehicles with Hyliion’s electrified powertrain solutions, Hyliion will incur additional costs by contracting with a third party to provide warranty services. Any of the foregoing would have a material adverse effect on Hyliion’s business, prospects, financial condition and operating results.

Hyliion will rely on third parties, including commercial truck upfitting and modification companies and commercial vehicle OEMs, to install its electrified powertrain solutions in vehicles, which is subject to risks.

Hyliion intends to enter into agreements with commercial truck upfitting and modification companies and commercial vehicle OEMs to install its electrified powertrain solutions. Using third-party contract manufacturers and installers for the production and installation of Hyliion’s electrified powertrain solutions is subject to risks with respect to operations that are outside Hyliion’s control. Hyliion could experience delays if its outsourcing partners do not meet agreed upon timelines or experience capacity constraints that make it impossible for Hyliion to fulfill purchase orders on time or at all. The installation of Hyliion’s solutions may also void the warranty of a vehicle or a vehicle’s components, such as its engine and transmission, which may reduce customer demand for Hyliion’s solutions. Additionally, Hyliion may permit returns of vehicles installed with Hyliion’s electrified powertrain solutions, which may result in significant additional costs to Hyliion if it is required to convert the vehicles back to their original form. There is risk of potential disputes with Hyliion’s outsourcing partners, and Hyliion could be affected by negative publicity related to its partners whether or not such publicity is related to their collaboration with Hyliion. Hyliion’s ability to successfully build a premium brand could also be adversely affected by perceptions about the quality of Hyliion’s outsourcing partners’ products. In addition, although Hyliion is involved in each step of the supply chain, production and installation processes, because Hyliion also relies on its outsourcing partners and third parties to meet its quality standards, there can be no assurance that the final product will meet expected quality standards.

Hyliion may be unable to enter into new agreements or extend existing agreements with third-party contract manufacturers and installers on terms and conditions acceptable to Hyliion and therefore may need to contract with other third parties or significantly add to its own production capacity. There can be no assurance that in such event Hyliion would be able to engage other third parties or establish or expand its own production capacity to meet its

36

needs on acceptable terms or at all. The expense and time required to complete any transition, and to assure that Hyliion’s electrified powertrain solutions produced at facilities of new producers comply with Hyliion’s quality standards and regulatory requirements, may be greater than anticipated. Any of the foregoing could adversely affect Hyliion’s business, prospects, financial condition and operating results.

Hyliion intends to sell its electrified powertrain solutions to large commercial vehicle OEM customers and large volume customers, and the failure to obtain such customers, loss of sales to such customers or failure to negotiate acceptable terms in contract renewal negotiations could have an adverse impact on Hyliion’s business.

Although Hyliion intends to sell its electrified powertrain solutions to commercial vehicle OEMs and other large volume customers, Hyliion may not be able to establish relationships with such OEMs or large volume customers if customer demand is not as high as it expects or if commercial vehicle OEMs face pressure from their existing suppliers not to purchase Hyliion’s electrified powertrain solutions. Hyliion may enter into long-term contracts with certain of these commercial vehicle OEMs and other large volume customers, who have substantial bargaining power with respect to price and other commercial terms, and any long-term contracts would be subject to renegotiation and renewal from time to time. Failure to obtain new customers, loss of all or a substantial portion of sales to any future customers for whatever reason (including, but not limited to, loss of contracts or failure to negotiate acceptable terms in contract renewal negotiations, loss of market share by these customers, insolvency of such customers, reduced or delayed customer requirements, plant shutdowns, strikes or other work stoppages affecting production by such customers) or continued reduction of prices to these customers could have a significant adverse effect on Hyliion’s financial results. There can be no assurance that Hyliion will be able to obtain large volume customers, not lose all or a portion of sales to any future large volume customers or that Hyliion will be able to offset any reduction of prices to these customers with reductions in its costs or by obtaining new customers.

The level of any future sales to commercial vehicle OEMs, including the realization of future sales from awarded business or obtaining new business or customers, is inherently subject to a number of risks and uncertainties, including the number of vehicles that these commercial vehicle OEMs actually manufacture and sell. Further, to the extent that the financial condition, including bankruptcy or market share, of any of Hyliion’s largest customers deteriorates or their sales otherwise continue to decline, Hyliion’s business, prospects, financial position and operating results could be adversely affected. Accordingly, Hyliion may not in fact realize all of the future sales represented by its awarded business. Any failure to realize these sales could have a material adverse effect on Hyliion’s business, prospects, financial condition and operating results.

Hyliion is dependent on its suppliers, some of which are single or limited source suppliers, and the inability of these suppliers to deliver necessary components of Hyliion’s vehicles at prices and volumes, performance and specifications acceptable to Hyliion could have a material adverse effect on Hyliion’s business, prospects, financial condition and operating results.

Hyliion relies on third-party suppliers for the provision and development of many of the key components and materials used in its electrified powertrain solutions, such as natural gas generators. While Hyliion plans to obtain components from multiple sources whenever possible, some of the components used in its vehicles will be purchased by Hyliion from a single source. Hyliion’s third-party suppliers may not be able to meet their product specifications and performance characteristics or Hyliion’s desired specifications, performance and pricing, which would impact Hyliion’s ability to achieve its product specifications and performance characteristics as well. Additionally, Hyliion’s third-party suppliers may be unable to obtain required certifications for their products for which Hyliion plans to use or provide warranties that are necessary for Hyliion’s solutions. If Hyliion is unable to obtain components and materials used in its electrified powertrain solutions from its suppliers or if its suppliers decide to create or supply a competing product, Hyliion’s business could be adversely affected. Additionally, Hyliion has entered into a commercial matters agreement with Dana Limited (“Dana”), pursuant to which Hyliion agreed to exclusively purchase from Dana and its affiliates, unless Hyliion is directed by a customer to use a different vendor, any component, product or service required or utilized by Hyliion that Dana or any of its affiliates manufactures, sells or provides so long as Dana or any of its affiliates are capable and willing to supply or provide a reasonably competitive component, product or service to Hyliion on reasonably competitive terms and conditions. While Hyliion believes that it may be able to establish alternate supply relationships and can obtain or engineer replacement components for its single source components, Hyliion may be unable to do so in the short term (or at all) at prices or quality levels that are favorable to Hyliion, which could have a material adverse effect on its business, prospects, financial condition and operating results.

37

Hyliion’s future growth is dependent upon the commercial trucking industry’s willingness to adopt alternative fuel, hybrid and electric vehicles.

Hyliion’s growth is highly dependent upon the adoption of alternative fuel, hybrid and electric vehicles by the commercial trucking industry. If the market for alternative fuel, hybrid and electric vehicles and Hyliion’s electrified powertrain solutions does not develop at the rate or in the manner or to the extent that Hyliion expects, or if critical assumptions Hyliion has made regarding the efficiency of its electrified powertrain solutions are incorrect or incomplete, Hyliion’s business, prospects, financial condition and operating results will be harmed. The market for alternative fuels, hybrid and electric vehicles is new and untested and is characterized by rapidly changing technologies, price competition, numerous competitors, evolving government regulation and industry standards and uncertain customer demands and behaviors.

Factors that may influence the adoption of alternative fuel, hybrid and electric vehicles include:

•        perceptions about alternative fuel, hybrid and electric vehicle quality, safety, design, performance, reliability and cost, especially if adverse events or accidents occur that are linked to the quality or safety of alternative fuel, hybrid or electric vehicles;

•        perceptions about vehicle safety in general, including the use of advanced technology, such as vehicle electronics, alternative fuel and regenerative braking systems;

•        the decline of vehicle efficiency resulting from deterioration over time in the ability of the battery to hold a charge;

•        changes or improvements in the fuel economy of internal combustion engines, the vehicle and the vehicle controls or competitors’ electrified systems;

•        the availability of service and associated costs for alternative fuel, hybrid or electric vehicles;

•        volatility in the cost of energy, oil, gasoline, natural gas, hydrogen and renewable fuels could affect buying decisions, which could affect the carbon profile of Hyliion’s solutions;

•        the availability of refueling stations, particularly compressed natural gas (“CNG”) stations;

•        government regulations and economic incentives promoting fuel efficiency and alternate forms of energy, including new regulations mandating zero tailpipe emissions compared to overall carbon reduction;

•        the availability of tax and other governmental incentives to purchase and operate alternative fuel, hybrid and electric vehicles or future regulation requiring increased use of nonpolluting trucks;

•        the availability of rebates provided by natural gas fueling stations and natural gas providers to offset the costs of natural gas and natural gas vehicles;

•        the ability of Hyliion, fleets, utilities and others to purchase and take credit for renewable fuel and energy, specifically RNG, through low carbon fuel standards (“LCFS”) programs or similar programs that take advantage of RNG credits in approved states;

•        the availability of tax and other governmental incentives to sell natural gas;

•        perceptions about and the actual cost of alternative fuel itself, as well as hybrid and electric vehicles; and

•        macroeconomic factors.

For example, the market price of oil has dropped since March 2020, and it is unknown to what extent any corresponding decreases in the cost of diesel fuel may impact the market for electric vehicles. Moreover, travel restrictions and social distancing efforts in response to the COVID-19 pandemic may negatively impact the commercial trucking industry, such as reduced consumer demand for products carried by the commercial trucking industry, for an unknown, but potentially lengthy, period of time. Additionally, Hyliion may become subject to regulations that may require it to alter the design of its electrified powertrain solutions, which could negatively impact customer interest in Hyliion’s products.

38

Although Hyliion hopes to be the first to bring electrified powertrain solutions to market, competitors have already displayed electrified vehicle prototypes and may enter the market before Hyliion.

Hyliion faces intense competition in trying to be the first to bring its electrified powertrain solutions to market. Most of Hyliion’s current and potential competitors have greater financial, technical, manufacturing, marketing and other resources than Hyliion does. They may be able to deploy greater resources to the design, development, manufacturing, distribution, promotion, sales, marketing and support of their alternative fuel and electric truck programs. Additionally, Hyliion’s competitors also have greater name recognition, longer operating histories, larger sales forces, broader customer and industry relationships and other resources than Hyliion does. These competitors also compete with Hyliion in recruiting and retaining qualified research and development, sales, marketing and management personnel, as well as in acquiring technologies complementary to, or necessary for, Hyliion’s products. Additional mergers and acquisitions may result in even more resources being concentrated in Hyliion’s competitors. Hyliion cannot provide assurances that its electrified systems will be the first to market. Even if Hyliion’s electrified systems are first to market, there are no assurances that customers will choose vehicles with its electrified systems over those of its competitors, or over diesel powered trucks.

Tesla, Inc. (“Tesla”) and Nikola Corporation (“Nikola”) have announced their plans to bring Class 8 long haul battery electric vehicles (“BEVs”) and fuel cell electric vehicles (“FCEVs”) to the market over the coming years. Tesla announced its BEV and Nikola announced its plug-in BEVs. Cummins Inc. (“Cummins”), Daimler AG (“Daimler”), parent of Freightliner Trucks, Dana, Navistar International Corporation (“Navistar”), PACCAR Inc. (“PACCAR”), parent of Kenworth Trucks, Inc. and Peterbilt Motors Company, Volvo Group (“Volvo”), XOS Trucks (“XOS”) and other commercial vehicle manufacturers have announced their plans to bring Class 8 BEVs or FCEVs to the market. Furthermore, Hyliion will also face competition from manufacturers of internal combustion engines powered by diesel fuel. Hyliion expects additional competitors to enter the industry as well.

Hyliion expects competition in its industry to intensify from its existing and future competitors in the future in light of increased demand and regulatory push for alternative fuel and electric vehicles.

The unavailability, reduction or elimination of government and economic incentives due to policy changes or government regulation could have a material adverse effect on Hyliion’s business, prospects, financial condition and operating results.

Any reduction, elimination or discriminatory application of government subsidies and economic incentives because of policy changes, the reduced need for such subsidies and incentives due to the perceived success of the electric vehicle industry or other reasons may result in the diminished competitiveness of the alternative fuel and electric vehicle industry generally or Hyliion’s electrified powertrain solutions. While certain tax credits and other incentives for alternative energy production, alternative fuel and electric vehicles have been available in the past, there is no guarantee these programs will be available in the future. If current tax incentives are not available in the future, Hyliion’s financial position could be harmed.

In particular, Hyliion is influenced by federal, state and local tax credits, rebates, grants and other government programs and incentives that promote the use of RNG and natural gas as a vehicle fuel. These include various government programs that make grant funds available for the purchase of natural gas vehicles, as well as D3 RIN and LCFS programs, which encourage low carbon “compliant” transportation fuels (including CNG) in the California and Oregon marketplace by allowing producers of these fuels to generate LCFS Credits that can be sold to noncompliant regulated parties and the Alternative Fuel Tax Credit (“AFTC”) under which a tax credit is available for natural gas vehicle fuel sales made through the end of 2020 but which may not be available for vehicle fuel sales made after December 31, 2020, particularly if other legislative priorities result in insufficient focus on this program during upcoming congressional sessions. Additionally, Hyliion is influenced by laws, rules and regulations that require reductions in carbon emissions or the use of renewable fuels, such as the California Low Carbon Fuel Standards and the Oregon Clean Fuels Program. These programs and regulations, which have the effect of encouraging the use of natural gas as a vehicle fuel, could expire or be repealed or amended for a variety of reasons. For example, parties with an interest in gasoline and diesel, electric or other alternative vehicles or vehicle fuels, including lawmakers, regulators, policymakers, environmental or advocacy organizations, OEMs, trade groups, suppliers or other powerful groups, may invest significant time and money in efforts to delay, repeal or otherwise negatively influence regulations and programs that promote natural gas. Many of these parties have substantially greater resources and influence than Hyliion has. Further, changes in federal, state or local political,

39

social or economic conditions, including a lack of legislative focus on these programs and regulations, could result in their modification, delayed adoption or repeal. Any failure to adopt, delay in implementation, expiration, repeal or modification of these programs and regulations, or the adoption of any programs or regulations that encourage the use of other alternative fuels or alternative vehicles over natural gas, would reduce the market for natural gas as a vehicle fuel and harm Hyliion’s operating results, liquidity and financial condition. For instance, California lawmakers and regulators have implemented various measures designed to increase the use of electric, hydrogen and other zero-emission vehicles, including establishing firm goals for the number of these vehicles operating on state roads by specified dates and enacting various laws and other programs in support of these goals. Although the influence and applicability of these or similar measures on Hyliion’s business and natural gas vehicle adoption in general remains uncertain, a focus by these groups on zero tailpipe emissions vehicles over vehicles with an overall net carbon negative emissions profile, but with some tailpipe emissions operating on RNG, could adversely affect the market for natural gas vehicles, including those powered by Hyliion’s electrified powertrain solutions. If these economic incentives are reduced or eliminated, there could be a reduction of the supply of natural gas, a corresponding increase in the price of natural gas, and Hyliion’s electrified powertrain solutions may not be net carbon negative, which could have a material adverse effect on Hyliion’s business, prospects, financial condition and operating results.

Additionally, other changes to governmental regulations and policies could impact the competitiveness of natural gas as a fuel source. For instance, a limitation or ban on extraction methods like fracking, could have a negative impact on the availability and price of natural gas and may adversely affect the growth of the alternative fuel automobile markets. Additionally, an increase in the economic incentives for other fuel sources or BEVs, such as through the subsidization of other fuel sources or higher permitted weight limits for BEVs or FCEVs or the reduction or elimination of the higher permitted weight limits for natural gas vehicles, could make Hyliion’s products less competitive. Such changes in regulations and policies could materially and adversely affect Hyliion’s business, prospects, financial condition and operating results.

Hyliion’s business could be negatively affected by unfavorable changes to federal or state tax laws or the adoption of federal or state laws or regulations mandating new or additional limits on the production of GHG emissions, the cost of natural gas and “tailpipe” emissions.

Federal or state laws or regulations may be adopted that would impose new or additional limits on the emissions of GHG. The potential effects of GHG emission limits on Hyliion’s business are subject to significant uncertainties based on, among other things, the timing of the implementation of any new requirements, the required levels of emission reductions, the nature of any market-based or tax-based mechanisms adopted to facilitate reductions, the relative availability of GHG emission reduction offsets, the development of cost-effective, commercial-scale carbon capture and storage technology and supporting regulations and liability mitigation measures, the range of available compliance alternatives, and Hyliion’s ability to demonstrate that its products qualify as a compliance alternative under any new statutory or regulatory programs to limit GHG emissions. If Hyliion’s solutions are not able to meet future GHG emission limits or perform as well as BEV, FCEV or other alternative fuel vehicles, for instance due to unavailability of RNG in a particular area or a decline in RNG production or an increase in its cost, Hyliion’s solutions could be less competitive. Additionally, federal, state or road taxes could be added to natural gas fuel, which would increase the operating cost of Hyliion’s products. Furthermore, additional federal or state taxes could be implemented on “tailpipe” emissions, which would have a negative impact on the cost of Hyliion’s products and a positive impact on the cost of BEVs and FCEVs relative to Hyliion’s solutions. Such new federal or state laws or regulations could have a material adverse impact on Hyliion’s business, prospects, financial condition and operating results.

Hyliion, its outsourcing partners and its suppliers are or may be subject to substantial regulation and unfavorable changes to, or failure by Hyliion, its outsourcing partners or its suppliers to comply with, these regulations could substantially harm Hyliion’s business and operating results.

Hyliion’s electrified powertrain solutions, and the sale of motor vehicles in general, its outsourcing partners and its suppliers are or may be subject to substantial regulation under international, federal, state and local laws. Hyliion continues to evaluate requirements for licenses, approvals, certificates and governmental authorizations necessary to manufacture, sell or service its electrified powertrain solutions in the jurisdictions in which it plans to operate and intends to take such actions necessary to comply. Hyliion may experience difficulties in obtaining or complying with various licenses, approvals, certifications and other governmental authorizations necessary to manufacture, sell or service their electrified powertrain solutions in any of these jurisdictions. For instance,

40

Hyliion’s electrified powertrain solutions are novel technology that may not be readily classified into categories by governmental agencies. If Hyliion, its outsourcing partners or its suppliers are unable to obtain or comply with any of the licenses, approvals, certifications or other governmental authorizations necessary to carry out its operations in the jurisdictions in which they currently operate, or those jurisdictions in which they plan to operate in the future, Hyliion’s business, prospects, financial condition and operating results could be materially adversely affected. Hyliion expects to incur significant costs in complying with these regulations. For example, if the battery packs installed in Hyliion’s electrified powertrain solutions are deemed to be transported, they will need to comply with the mandatory regulations governing the transport of “dangerous goods,” and any deficiency in compliance may result in Hyliion being prohibited from selling its electrified powertrain solutions until compliant batteries are installed. Additionally, although Hyliion does not believe that its Hybrid system is required to obtain certifications from the EPA and the California Air Resources Board (“CARB”), in the event that regulators determine that certifications are necessary, Hyliion may be prohibited from selling its Hybrid system until such time as it obtains the required certifications. Any such required changes to Hyliion’s battery packs or Hybrid system will require additional expenditures and may delay the shipment of vehicles. In addition, regulations related to the electric and alternative energy vehicle industry are evolving and Hyliion faces risks associated with changes to these regulations, including but not limited to:

•        increased subsidies for corn and ethanol production, which could reduce the operating cost of vehicles that use ethanol or a combination of ethanol and gasoline;

•        increased support for other alternative fuel systems, which could have an impact on the acceptance of Hyliion’s electric powertrain system; and

•        increased sensitivity by regulators to the needs of established automobile manufacturers with large employment bases, high fixed costs and business models based on the internal combustion engine, which could lead them to pass regulations that could reduce the compliance costs of such established manufacturers or mitigate the effects of government efforts to promote alternative fuel vehicles.

To the extent the laws change, Hyliion’s electrified powertrain solutions and its suppliers’ products may not comply with applicable international, federal, state or local laws, which would have an adverse effect on Hyliion’s business. Compliance with changing regulations could be burdensome, time consuming and expensive. To the extent compliance with new regulations is cost prohibitive, Hyliion’s business, prospects, financial condition and operating results would be adversely affected.

If Hyliion’s electrified powertrain solutions fail to perform as expected, Hyliion’s ability to develop, market and sell its electrified powertrain solutions could be harmed.

Hyliion’s electrified powertrain solutions may contain defects in design and production that may cause them not to perform as expected or may require repair. Hyliion currently has a limited frame of reference by which to evaluate the performance of its electrified powertrain solutions upon which its business prospects depend. There can be no assurance that Hyliion will be able to detect and fix any defects in its electrified powertrain solutions. Hyliion may experience recalls in the future, which could adversely affect Hyliion’s brand and could adversely affect its business, prospects, financial condition and operating results. Hyliion’s electrified powertrain solutions may not perform consistent with customers’ expectations or consistent with other vehicles which may become available. Any product defects or any other failure of Hyliion’s electrified powertrain solutions and software to perform as expected could harm Hyliion’s reputation and result in adverse publicity, lost revenue, delivery delays, product recalls, negative publicity, product liability claims and significant warranty and other expenses and could have a material adverse impact on Hyliion’s business, prospects, financial condition and operating results. Additionally, problems and defects experienced by other alternative fuel truck companies or electric consumer vehicles could by association have a negative impact on perception and customer demand for Hyliion’s electrified powertrain solutions.

Hyliion may become subject to product liability claims, which could harm its financial condition and liquidity if it is not able to successfully defend or insure against such claims.

Product liability claims, even those without merit or those that do not involve Hyliion’s products, could harm Hyliion’s business, prospects, financial condition and operating results. The automobile industry in particular experiences significant product liability claims, and Hyliion faces inherent risk of exposure to claims in the event Hyliion’s electric powertrain solutions do not perform or are claimed to not have performed as expected. As is true

41

for other commercial vehicle suppliers, Hyliion expects in the future that its electrified powertrain solutions will be installed on vehicles that will be involved in crashes resulting in death or personal injury. Additionally, product liability claims that affect Hyliion’s competitors may cause indirect adverse publicity for Hyliion and its products.

A successful product liability claim against Hyliion could require Hyliion to pay a substantial monetary award. Hyliion’s risks in this area are particularly pronounced given the relatively limited number of electrified powertrain solutions delivered to date and limited field experience of Hyliion’s products. Moreover, a product liability claim against Hyliion or its competitors could generate substantial negative publicity about Hyliion’s products and business and could have a material adverse effect on Hyliion’s brand, business, prospects, financial condition and operating results. In most jurisdictions, Hyliion generally self-insures against the risk of product liability claims for vehicle exposure, meaning that any product liability claims will likely have to be paid from company funds, not by insurance.

Hyliion’s electrified powertrain solutions rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if Hyliion is unsuccessful in addressing or mitigating technical limitations in its systems, Hyliion’s business could be adversely affected.

Hyliion’s electrified powertrain solutions rely on software and hardware, including software and hardware developed or maintained internally or by third parties, that is highly technical and complex and will require modification and updates over the life of the vehicle. In addition, Hyliion’s electrified powertrain solutions depend on the ability of such software and hardware to store, retrieve, process and manage immense amounts of data. Hyliion’s software and hardware may contain, errors, bugs or vulnerabilities, and Hyliion’s systems are subject to certain technical limitations that may compromise Hyliion’s ability to meet its objectives. Some errors, bugs or vulnerabilities inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use. Errors, bugs, vulnerabilities, design defects or technical limitations may be found within Hyliion’s software and hardware. Although Hyliion attempts to remedy any issues it observes in its products as effectively and rapidly as possible, such efforts may not be timely, may hamper production or may not be to the satisfaction of Hyliion’s customers. Additionally, if Hyliion is able to deploy updates to the software addressing any issues but Hyliion’s over-the-air update procedures fail to properly update the software, Hyliion’s customers would then be responsible for installing such updates to the software and their software will be subject to these vulnerabilities until they do so. If Hyliion is unable to prevent or effectively remedy errors, bugs, vulnerabilities or defects in its software and hardware, Hyliion may suffer damage to its reputation, loss of customers, loss of revenue or liability for damages, any of which could adversely affect Hyliion’s business and financial results.

If Hyliion is unable to establish and maintain confidence in its long-term business prospects among customers and analysts and within its industry or is subject to negative publicity, then Hyliion’s financial condition, operating results, business prospects and access to capital may suffer materially.

Customers may be less likely to purchase Hyliion’s electric powertrain solutions if they are not convinced that Hyliion’s business will succeed or that its service and support and other operations will continue in the long term. Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with Hyliion if they are not convinced that its business will succeed. Accordingly, in order to build and maintain its business, Hyliion must maintain confidence among customers, suppliers, analysts, ratings agencies and other parties in its products, long-term financial viability and business prospects. Maintaining such confidence may be particularly complicated by certain factors including those that are largely outside of Hyliion’s control, such as its limited operating history, customer unfamiliarity with its electric powertrain solutions, any delays in scaling production, delivery and service operations to meet demand, competition and uncertainty regarding the future of hybrid electric and electric vehicles or Hyliion’s other services and its production and sales performance compared with market expectations.

Developments in alternative technology or improvements in the internal combustion engine may adversely affect the demand for Hyliion’s electrified powertrain solutions.

Significant developments in alternative technologies, such as battery cell technology, advanced diesel, ethanol or natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect Hyliion’s business, prospects, financial condition and operating results in ways Hyliion does not currently anticipate. Existing and other battery cell technologies, fuels or sources of energy may emerge as customers’ preferred alternative to Hyliion’s electrified powertrain solutions. Any failure by Hyliion to develop new or

42

enhanced technologies or processes, or to react to changes in existing technologies, could materially delay Hyliion’s development and introduction of new and enhanced alternative fuel and electric vehicles, which could result in the loss of competitiveness of Hyliion’s electrified powertrain solutions, decreased revenue and a loss of market share to competitors. Hyliion’s research and development efforts may not be sufficient to adapt to changes in alternative fuel and electric vehicle technology. As technologies change, Hyliion plans to upgrade or adapt its electrified powertrain solutions with the latest technology, in particular battery cell technology, which may also negatively impact the adoption of other Hyliion products. However, Hyliion’s electrified powertrain solutions may not compete effectively with alternative systems if Hyliion is not able to source and integrate the latest technology into its electrified powertrain solutions.

Hyliion has limited experience servicing its electrified powertrain solutions and its integrated software. If Hyliion is unable to address the service requirements of its customers, Hyliion’s business, prospects, financial condition and operating results may be materially and adversely affected.

Hyliion has limited experience in servicing its electrified powertrain solutions and expects to increase its servicing capabilities as it begins commercial production of its electrified powertrain solutions. Servicing hybrid and electric vehicles is different than servicing vehicles with internal combustion engines and requires specialized skills, including high voltage training and servicing techniques. Hyliion plans to partner with a third party to perform some or all of the servicing on its electrified powertrain solutions, and there can be no assurance that Hyliion will be able to enter into an acceptable arrangement with any such third-party provider. Hyliion’s customers will also depend on Hyliion’s customer support team to resolve technical and operational issues relating to the integrated software underlying Hyliion’s electrified powertrain solutions. Hyliion’s ability to provide effective customer support is largely dependent on its ability to attract, train and retain qualified personnel with experience in supporting customers on platforms such as Hyliion’s. As Hyliion continues to grow, additional pressure may be placed on Hyliion’s customer support team, and Hyliion may be unable to respond quickly enough to accommodate short-term increases in customer demand for technical support. Hyliion also may be unable to modify the future scope and delivery of its technical support to compete with changes in the technical support provided by its competitors. Increased customer demand for support, without corresponding revenue, could increase costs and negatively affect Hyliion’s operating results. If Hyliion is unable to successfully address the service requirements of its customers or establish a market perception that Hyliion does not maintain high-quality support, Hyliion may be subject to claims from its customers, including loss of revenue or damages, and Hyliion’s business, prospects, financial condition and operating results may be materially and adversely affected.

In addition, the motor vehicle industry laws in many states require that service facilities be available to service vehicles physically sold from locations in their state. While Hyliion anticipates developing a service program that would satisfy regulators in these circumstances, the specifics of Hyliion’s service program are still in development, and at some point may need to be restructured to comply with state law, which may impact Hyliion’s business, prospects, financial condition and operating results.

Hyliion is highly dependent on the services of Thomas Healy, its Chief Executive Officer, and if Hyliion is unable to retain Mr. Healy, attract and retain key employees and hire qualified management, technical and vehicle engineering personnel, its ability to compete could be harmed.

Hyliion’s success depends, in part, on its ability to retain its key personnel. Hyliion is highly dependent on the services of Thomas Healy, its Chief Executive Officer, and largest stockholder. Mr. Healy is the source of many, if not most, of the ideas and execution driving Hyliion. If Mr. Healy were to discontinue his service to Hyliion due to death, disability or any other reason, Hyliion would be significantly disadvantaged. The unexpected loss of or failure to retain one or more of Hyliion’s key employees could adversely affect Hyliion’s business.

Hyliion’s success also depends, in part, on its continuing ability to identify, hire, attract, train and develop other highly qualified personnel, in particular software engineers. Experienced and highly skilled employees are in high demand and competition for these employees can be intense, and Hyliion’s ability to hire, attract and retain them depends on its ability to provide competitive compensation. Hyliion may not be able to attract, assimilate, develop or retain qualified personnel in the future, and its failure to do so could adversely affect Hyliion’s business, including the execution of its global business strategy. Hyliion does not currently maintain key man life insurance policies with respect to Thomas Healy or any other officer and following the completion of the business

43

combination, New Hyliion will evaluate whether to obtain such key man life insurance policies. Any failure by Hyliion’s management team and Hyliion’s employees to perform as expected may have a material adverse effect on Hyliion’s business, prospects, financial condition and operating results.

Hyliion faces significant barriers to produce its electrified powertrain solutions, and if Hyliion cannot successfully overcome those barriers its business will be negatively impacted.

The commercial trucking industry has traditionally been characterized by significant barriers to entry, including the ability to meet performance requirements or industry specifications, acceptance by OEMs and Hyliion’s end users, large capital requirements, investment costs of design and production, long lead times to bring components to market from the concept and design stage, the need for specialized design and development expertise, regulatory requirements, establishing a brand name and image and the need to establish sales capabilities. If Hyliion is not able to overcome these barriers, its business, prospects, financial condition and operating results will be negatively impacted and Hyliion’s ability to grow its business will be harmed.

Future product recalls could materially adversely affect Hyliion’s business, prospects, financial condition and operating results.

Any product recall in the future, whether it involves Hyliion’s or a competitor’s