Filed
Pursuant to Rule 424(b)(3)
Registration No. 333-249649
PROSPECTUS
SUPPLEMENT NO. 6
(To Prospectus Dated July 15, 2021)
Up
to 91,394,533 Shares of Common Stock
This
Prospectus Supplement No. 6 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 securityholders named in the Prospectus
(the “Selling Securityholders”) of up to 91,394,533 shares of Common Stock.
On
October 14, 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. 6 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. 6 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 October 13, 2021,
the closing price of our Common Stock was $7.14.
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. 6, nor have any of these organizations determined if this Prospectus
Supplement No. 6 is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this Prospectus Supplement No. 6 is October 14, 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): October 13, 2021
Hyliion
Holdings Corp.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38823
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82-2538002
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1202 BMC Drive, Suite 100
Cedar Park, TX
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78613
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(Address
of principal executive offices)
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(Zip
Code)
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(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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.0001 par value per share
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HYLN
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New
York Stock Exchange
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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
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Patrick
Sexton has served as Chief Technology Officer of Hyliion Holdings Corp. (the “Company”) since December 2020. During that
time, Mr. Sexton and the Company’s Board of Directors have considered the appropriate scope of duties and responsibilities for
this role and have decided that the Chief Technology Officer’s primary focus moving forward will be on forward-looking product
strategies and development. The Company’s newly hired Vice President of Engineering, Shiva Duraiswamy, will primarily focus on
commercialization.
In
light of these decisions, on October 13, 2021, the Company and Mr. Sexton entered into an amendment to that certain employment agreement,
entered into on December 2, 2020 and retroactively effective as of October 1, 2020, the material terms of which were previously described
in a Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2020. The amendment sets Mr. Sexton’s
annual base annual salary at $325,000.
The
foregoing is only a brief description of the above-specified compensatory arrangement, which does not purport to be a complete description
of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the amendment to Mr. Sexton’s
employment agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item
9.01
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Financial
Statements and Exhibits.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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HYLIION
HOLDINGS CORP.
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By:
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/s/
Thomas Healy
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Date:
October 13, 2021
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Thomas
J. Healy
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Founder
and CEO
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Exhibit 10.1
AMENDMENT
TO
Employment AGREEMENT
This
AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”)
is made and entered into on October 13, 2021, by and between Hyliion Holdings Corp., a Delaware corporation (the “Company”),
and Patrick Sexton (“Employee”).
Capitalized terms used herein without definition have the meanings given to them in the Agreement (as defined below).
WHEREAS,
the parties entered into that certain Employment Agreement on December 2, 2020, which was retroactively effective as of October 1, 2020
(as amended, the “Agreement”);
and
WHEREAS,
the parties desire to make certain amendments to the Agreement to reflect their mutual understanding and agreement with respect to Employee’s
compensation.
NOW, THEREFORE, in
consideration of the promises and mutual covenants contained herein, the parties agree as follows:
1. Amendment.
Section 3(a) of the Agreement is hereby amended and restated in its entirety as follows:
“(a) Base
Salary. During the Employment Period, the Company shall pay to Employee an annualized base salary of $325,000 (the “Base
Salary”) in consideration for
Employee’s services under this Agreement, payable in
substantially equal installments in conformity with the Company’s
customary payroll practices for similarly situated employees as may exist from time to time, but no less frequently than monthly.
Employee’s Base Salary will be reviewed annually by the CEO
based on the performance of the Employee and the Company. The CEO may, but will not be required to, increase the Base Salary during
the Initial and any Renewal Term.”
2. Miscellaneous.
This Amendment shall constitute an amendment pursuant to and in accordance with Section 16 of the Agreement. Except as specifically modified
by this Amendment, the terms of the Agreement shall remain in full force and effect after the date hereof, and any reference to the Agreement
shall mean the Agreement, as amended and modified hereby. The provisions of Sections 14-20 and 26 of the Agreement shall apply to this
Amendment, mutatis mutandis.
[Signature Page Follows]
HYLN - Amendment to P. Sexton Employment Agreement
IN WITNESS WHEREOF,
the parties have duly executed this Amendment as of the date first above written.
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EMPLOYEE
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/s/ Patrick Sexton
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HYLIION HOLDINGS CORP.
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By:
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/s/ Thomas Healy
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Name:
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Thomas Healy
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Title:
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Founder and CEO
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[Signature Page to Amendment to Employment Agreement]
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