424B3 1 a424b382621.htm 424B3 Document

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-249649
PROSPECTUS SUPPLEMENT NO. 5
(To Prospectus Dated July 15, 2021)
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Up to 91,394,533 Shares of Common Stock
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This Prospectus Supplement No. 5 supplements and amends the prospectus dated July 15, 2021 (as amended and supplemented to date, the “Prospectus”) relating to the offer and sale from time to time by the selling security holders named in the Prospectus (the “Selling Security holders”) of up to 91,394,533 shares of Common Stock.
On August 26, 2021, we filed with the U.S. Securities and Exchange Commission the attached Current Report on Form 8-K, which is incorporated in the Prospectus.
This Prospectus Supplement No. 5 should be read in conjunction with the Prospectus and is qualified by reference to the Prospectus except to the extent that the information in this Prospectus Supplement No. 5 supersedes the information contained in the Prospectus.
Our Common Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “HYLN.” On August 25, 2021, the closing price of our Common Stock was $8.78.
Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 6 of the Prospectus, as well as those risk factors contained in any amendments or supplements to the Prospectus and the documents included or incorporated by reference herein or therein.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities that may be offered under the Prospectus and this Prospectus Supplement No. 4, nor have any of these organizations determined if this Prospectus Supplement No. 5 is truthful or complete. Any representation to the contrary is a criminal offense.
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The date of this Prospectus Supplement No. 5 is August 26, 2021.






UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 24, 2021
HYLIION HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Delaware001-3882382-2538002
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

1202 BMC Drive, Suite 100
Cedar Park, TX
78613
(Address of principal executive offices)(Zip Code)
(833) 495-4466
(Registrant’s telephone number,
including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareHYLNNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).
Emerging growth company ☒ 



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




Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 24, 2021, the Board of Directors of Hyliion Holdings Corp. (the “Company”) appointed Mary Elizabeth Gustanski, age 59, to the Board of Directors. Ms. Gustanski will serve as a Class III director with a term that expires at the Company’s 2023 Annual Meeting of Stockholders or until her successor is elected and qualified. Further, Ms. Gustanski was appointed to serve on the Compensation Committee of the Board. With this appointment, the Board now has nine directors.

Ms. Gustanski was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person, and there are no transactions between the Company and Ms. Gustanski that would require disclosure under Item 404(a) of Regulation S-K.

Ms. Gustanski will be compensated for her services on the Board on the same basis as each of the Company’s other non-employee directors. Annual compensation for non-employee directors is comprised of cash and stock-based equity compensation. The cash compensation consists of an annual retainer and the stock-based equity compensation consists of awards of restricted stock units. A more detailed description of the compensation of directors of the Company was previously reported in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2021, under “Director Compensation,” and that section of the Definitive Proxy Statement is incorporated herein by reference.

The Company has entered into an indemnification agreement with Ms. Gustanski on the same basis as each of the Company’s other directors. This agreement, among other things, requires the Company to indemnify its directors for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director in any action or proceeding arising out of their services as one of the Company’s directors or any other company or enterprise to which the person provides services at the Company’s request. The foregoing description of the indemnification agreement is qualified in its entirety by the full text of the form of indemnification agreement, which was previously filed with the Securities and Exchange Commission on October 7, 2020, as Exhibit 10.4 to its Form 8-K, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.
   Description
99.1
Press Release dated August 26, 2021




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned hereunto duly authorized.
 HYLIION HOLDINGS CORP.
   
 By:/s/ Thomas Healy
Date:August 26, 2021 Thomas Healy
  Chief Executive Officer