Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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).
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 7.01. Regulation
FD Disclosure.
On September 28, 2020, Tortoise
Acquisition Corp. (“TortoiseCorp”) issued a press release announcing that its stockholders voted to approve the
proposed business combination with Hyliion Inc. (“Hyliion”) and certain related proposals, and that it has
adjourned its virtual Special Meeting of Stockholders to September 30, 2020 at 1:00 p.m., Eastern time, to provide its stockholders with additional time to vote on
one of the ancillary proposals described in its definitive proxy statement, dated September 8, 2020 (the “Proxy Statement”).
A copy of the press release is attached
as Exhibit 99.1 hereto. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit
99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to
be incorporated by reference into the filings of TortoiseCorp under the Securities Act of 1933, as amended, or the Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K includes
certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions
under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied
by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“predict,” “potential,” “seem,” “seek,” “future,” “outlook,”
and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These
statements are based on various assumptions and on the current expectations of TortoiseCorp’s and Hyliion’s management
and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and
are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions.
Many actual events and circumstances are beyond the control of TortoiseCorp and Hyliion. These forward-looking statements are subject
to a number of risks and uncertainties, including general economic, financial, legal, political and business conditions and changes
in domestic and foreign markets; the inability of the parties to enter into definitive agreements or successfully or timely consummate
the Proposed Transactions or to satisfy the other conditions to the closing of the Proposed Transactions; the risk that the approval
of the TortoiseCorp stockholders for the Proposed Transactions is not obtained; failure to realize the anticipated benefits of
the Proposed Transactions, including as a result of a delay in consummating the Proposed Transaction or difficulty in, or costs
associated with, integrating the businesses of TortoiseCorp and Hyliion; the amount of redemption requests made by the TortoiseCorp
stockholders; the occurrence of events that may give rise to a right of one or both of TortoiseCorp and Hyliion to terminate the
Business Combination Agreement; risks related to the rollout of Hyliion’s business and the timing of expected business milestones;
the effects of competition on Hyliion’s business; and those factors discussed in TortoiseCorp’s Annual Report on Form
10-K for the fiscal year ended December 31, 2019 under the heading “Risk Factors,” and other documents of TortoiseCorp
filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There may be additional risks that neither TortoiseCorp nor Hyliion
presently know or that TortoiseCorp and Hyliion currently believe are immaterial that could also cause actual results to differ
from those contained in the forward-looking statements. In addition, forward-looking statements reflect TortoiseCorp’s and
Hyliion’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K.
TortoiseCorp and Hyliion anticipate that subsequent events and developments will cause their assessments to change. However, while
TortoiseCorp and Hyliion may elect to update these forward-looking statements at some point in the future, TortoiseCorp and Hyliion
specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing TortoiseCorp’s
or Hyliion’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance
should not be placed upon the forward-looking statements.
Important Information and Where to Find It
In connection with
the Proposed Transactions, TortoiseCorp has filed the Proxy Statement with the SEC and distributed it to holders of TortoiseCorp’s
common stock in connection with TortoiseCorp’s solicitation of proxies for the vote by the TortoiseCorp stockholders with
respect to the Proposed Transactions and other matters as described in the Proxy Statement. TortoiseCorp Stockholders and other
interested parties are urged to read the Proxy Statement, any amendments thereto and any other documents filed with the SEC carefully
and in their entirety when they become available because they will contain important information about TortoiseCorp, Hyliion and
the Proposed Transactions. TortoiseCorp stockholders and other interested parties may obtain free copies of the Proxy Statement
and other documents filed with the SEC by TortoiseCorp through the website maintained by the SEC at http://www.sec.gov or by directing
a request to: Tortoise Acquisition Corp., 5100 W. 115th Place, Leawood, KS or (913) 981-1020.
Participants in the Solicitation
TortoiseCorp and its
directors and executive officers may be considered participants in the solicitation of proxies with respect to the Proposed Transactions.
Information about the directors and executive officers of TortoiseCorp is set forth in the Proxy Statement. Additional information
regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings
or otherwise, is included in the Proxy Statement and other relevant materials filed with the SEC regarding the Proposed Transactions.
TortoiseCorp stockholders and other interested persons should read the Proxy Statement carefully before making any voting decisions.
These documents can be obtained free of charge from the sources indicated above.
Item 9.01. Financial Statements
and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 28, 2020
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TORTOISE ACQUISITION CORP.
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By:
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/s/ Vincent T. Cubbage
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Name:
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Vincent T. Cubbage
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Title:
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Chief Executive Officer and President
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Exhibit 99.1
Tortoise Acquisition Corp. Announces Approval of Business
Combination and Adjourns Special Meeting of Stockholders to September 30, 2020
NEW YORK, September 28, 2020 – Tortoise Acquisition Corp.
(NYSE: SHLL) (“TortoiseCorp”) today announced that its stockholders voted to approve the proposed business combination
between TortoiseCorp and Hyliion Inc. (“Hyliion”) and certain related proposals and that it has adjourned its virtual
Special Meeting of Stockholders to September 30, 2020 at 1:00 p.m., Eastern time (the “Special Meeting”) to provide
its shareholders additional time to vote on one of the ancillary proposals described in TortoiseCorp’s definitive proxy statement,
dated September 8, 2020 (the “Proxy Statement”). To attend the reconvened virtual meeting, please visit https://www.cstproxy.com/tortoiseacquisitioncorp/sm2020.
TortoiseCorp urges its stockholders who have not voted
to do so as soon as possible. TortoiseCorp received overwhelming support from stockholders for the proposed business
combination with Hyliion. A sufficient number of votes to approve the business combination were received and TortoiseCorp
expects to close the transaction on Thursday, October 1, 2020. However, TortoiseCorp values the input of all stockholders and
has adjourned the Special Meeting to provide stockholders who have not voted with additional time to vote their shares on one
of the ancillary proposals. If you have any questions regarding the Special Meeting or need assistance voting your shares,
please contact TortoiseCorp’s proxy solicitor, Morrow Sodali LLC, by telephone at (800) 662-5200 or by email at
SHLL.info@investor.morrowsodali.com.
In connection with the proposed business combination, TortoiseCorp
filed the Proxy Statement with the U.S. Securities and Exchange Commission (the “SEC”) on September 8, 2020, and the
Proxy Statement and proxy card were mailed shortly thereafter to stockholders of record as of the close of business on August 24,
2020. The Proxy Statement is available on the Investor Information section of TortoiseCorp’s website, as well as www.sec.gov.
TortoiseCorp stockholders are encouraged to read the definitive proxy materials, including, among other things, the reasons for
TortoiseCorp’s Board of Directors’ unanimous recommendation that stockholders vote “FOR” the business combination
and the other stockholder proposals set forth in the proxy materials as well as the background of the process that led to the pending
business combination with Hyliion.
About Tortoise Acquisition Corp.
Tortoise Acquisition Corp. (NYSE: SHLL) is a special purpose
acquisition company formed for the purpose of effecting a merger, stock exchange, acquisition, reorganization or similar business
combination with one or more businesses. Our strategy has been to combine with a company to take advantage of the global opportunities
created by the energy transition including clean energy generation and storage, alternative fuels and transportation, technological
advances and changes in energy policies.
Forward-Looking Statements
The information in this press release includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),
and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical
fact included in this press release, regarding TortoiseCorp’s proposed acquisition of Hyliion and TortoiseCorp’s ability
to consummate the transaction are forward-looking statements. When used in this press release, the words “could,” “should,”
“will,” “may,” “believe,” “anticipate,” “intend,” “estimate,”
“expect,” “project,” the negative of such terms and other similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements
are based on management’s current expectations and assumptions about future events and are based on currently available information
as to the outcome and timing of future events. 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 press release. 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.
In addition, TortoiseCorp cautions you that the forward-looking statements contained in this press release are subject to the following
factors: (i) the occurrence of any event, change or other circumstances that could delay the business combination or give rise
to the termination of the agreements related thereto; (ii) the outcome of any legal proceedings that may be instituted against
TortoiseCorp or Hyliion; (iii) the inability to complete the business combination due to the failure to obtain approval of the
stockholders of TortoiseCorp, or other conditions to closing in the transaction agreement; (iv) the risk that the proposed business
combination disrupts TortoiseCorp’s or Hyliion’s current plans and operations; (v) 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 Hyliion to grow and manage growth profitably following the business combination; (vi) costs related to the business combination;
(vii) changes in applicable laws or regulations; and (viii) the possibility that Hyliion may be adversely affected by other economic,
business and/or competitive factors. Should one or more of the risks or uncertainties described in this press release, or should
underlying assumptions prove incorrect, actual results and plans could different 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 TortoiseCorp’s periodic filings with the SEC, including its Annual Report on Form 10-K for the fiscal
year ended December 31, 2019 and its Quarterly Reports on Form 10-Q for the periods ended March 31, 2020 and June 30, 2020. TortoiseCorp's
SEC filings are available publicly on the SEC’s website at www.sec.gov.
Investor Contact:
Morrow Sodali LLC
Donna Corso or Ryan Loveless
(800) 662-5200
(Banks and Brokers call collect at (203) 658-9400)
SHLL.info@investor.morrowsodali.com
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