Amended Current Report Filing (8-k/a)
November 12 2020 - 8:00AM
Edgar (US Regulatory)
united
states
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 2)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 12, 2020
Hyliion
Holdings Corp.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-38823
|
|
82-2538002
|
(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
|
Warrants,
each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
|
|
HYLN
WS
|
|
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. ☐
INTRODUCTORY
NOTE
This
Amendment No. 2 on Form 8-K/A (this “Amendment No. 2”) amends Item 9.01 of the Current Report on Form 8-K filed by
Hyliion Holdings Corp. (the “Company”) on October 7, 2020, as amended by the Amendment No. 1 on Form 8-K/A filed on
October 7, 2020 (collectively, the “Original Report”), in which the Company reported, among other events, the completion
of the Business Combination. This Amendment No. 2 amends the financial statements provided under Items 9.01(a) and 9.01(b) in
the Original Report to include (a) the unaudited condensed financial statements of Legacy Hyliion as of and for the nine months
ended September 30, 2020 and 2019 and the related notes and (b) the unaudited pro forma condensed combined financial information
of the Company as of and for the nine months ended September 30, 2020. This Amendment No. 2 does not amend any other item of the
Original Report or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date
of the Original Report.
Capitalized
terms used but not defined herein have the meanings given in the Original Report.
Item 9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired.
The
unaudited condensed financial statements of Legacy Hyliion as of and for the nine months ended September 30, 2020 and 2019
and related notes are filed herewith as Exhibit 99.1 and incorporated herein by reference.
Also
included herewith as Exhibit 99.2 and incorporated herein by reference is the Management’s Discussion and Analysis of Financial
Condition and Results of Operations of Legacy Hyliion for the nine months ended September 30, 2020.
(b) Pro Forma Financial Information.
The
unaudited pro forma condensed combined financial information of the Company as of and for the nine months ended September 30,
2020 is set forth in Exhibit 99.3 hereto and is incorporated herein by reference.
(d)
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.
Dated:
November 12, 2020
|
HYLIION HOLDINGS CORP.
|
|
|
|
|
By:
|
/s/
Thomas Healy
|
|
|
Thomas
Healy
|
|
|
Chief
Executive Officer
|
2
Hyliion (NYSE:HYLN)
Historical Stock Chart
From Sep 2024 to Oct 2024
Hyliion (NYSE:HYLN)
Historical Stock Chart
From Oct 2023 to Oct 2024