Current Report Filing (8-k)
March 08 2023 - 8:01AM
Edgar (US Regulatory)
0001759631
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0001759631
2023-03-06
2023-03-06
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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): March
6, 2023
HYLIION HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-38823 |
|
83-2538002 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
1202 BMC Drive, Suite 100
Cedar Park, TX |
|
78613 |
(Address of principal executive offices) |
|
(Zip Code) |
(833) 495-4466
(Registrant’s telephone number,
including area code)
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.0001 par value per share |
|
HYLN |
|
New York Stock Exchange |
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 8.01
Other Events.
As previously disclosed, on February 13, 2023, Hyliion Holdings Corp.
(the “Company” or “Hyliion”) filed a petition (the “Petition”) in the Delaware Court of Chancery (the
“Court of Chancery”) pursuant to Section 205 of the Delaware General Corporation Law. The Petition sought to validate an amendment
to the Company’s certificate of incorporation increasing the authorized common stock of the Company (“Class A Increase Amendment”)
and validate the Company’s restated certificate of incorporation (the “New Charter”), which gave effect to that amendment
and certain other approved amendments, and also reclassified the Company’s Class A common stock into “common stock”,
all in connection with the Company’s (then operating under the name Tortoise Acquisition Corp.) business combination with Hyliion
Inc. that closed on October 1, 2020.
On March 6, 2023, the Court of Chancery held a hearing on the Petition
and issued an order granting the Petition, validating the New Charter and the Class A Increase Amendment as of October 1, 2020, the date
the New Charter was initially filed with the Secretary of State of Delaware, and validating all shares of common stock of the Company
issued in reliance on the effectiveness of the New Charter and Class A Increase Amendment as of the date of original issuance of any such
shares.
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:March 8, 2023 |
|
Thomas Healy |
|
|
President and Chief Executive Officer |
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