Explanatory Note
The Prospectus Supplement No. 4 filed with the EDGAR
filing system on May 11, 2021 immediately preceding this filing was incomplete and filed in error. It did not include the Form 8-K that
was to be incorporated by reference. This Prospectus Supplement No. 4 filing corrects and replaces in its entirety that prior filing,
which was made in error.
This Prospectus Supplement No. 4 supplements and
amends the prospectus dated November 27, 2020 (the “Prospectus”) relating to the issuance by us of up to an aggregate
of up to 19,185,637 shares of our common stock, $0.0001 par value per share (“Common Stock”), which consists of (i) up
to 6,660,183 shares of Common Stock that are issuable upon the exercise of 6,660,183 warrants (the “Private Placement Warrants”)
originally issued in a private placement in connection with the initial public offering of Tortoise Acquisition Corp. (“TortoiseCorp”)
by the holders thereof, (ii) up to 875,000 shares of Common Stock that are issuable upon the exercise of 875,000 warrants (the “Forward
Purchase Warrants” and together with the Private Placement Warrants, the “Private Warrants”) originally issued in a
private placement at the closing of the Business Combination (as defined below) by the holders thereof other than the initial holder,
and (iii) up to 11,650,454 shares of Common Stock that are issuable upon the exercise of 11,650,454 warrants (the “Public Warrants”
and, together with the Private Warrants, the “Warrants”) originally issued in the initial public offering of TortoiseCorp
by the holders thereof.
The Prospectus and this Prospectus Supplement No.
4 also relate to the offer and sale from time to time by the selling securityholders named in the Prospectus (the “Selling Securityholders”)
of (i) up to 132,637,517 shares of Common Stock (including up to 7,535,183 shares of Common Stock that may be issued upon exercise
of the Private Warrants and 20,000 shares of Common Stock that may be issued upon exercise of 20,000 Public Warrants), and (ii) up
to 7,555,183 Warrants, which consists of up to 7,535,183 Private Warrants and up to 20,000 Public Warrants.
On May 10, 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. 4 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. 4 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 May 10, 2021, the closing price of our Common Stock was $8.31.
Our Public Warrants were formerly listed on the NYSE under the symbol “HYLN WS.” On December 30, 2020, we redeemed all
of the outstanding Public Warrants and the NYSE filed a Form 25-NSE with respect to the Public Warrants; the formal delisting of
the Public Warrants became effective ten days thereafter.
Investing in our Common Stock involves a high
degree of risk. See “Risk Factors” beginning on page 4 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. 3, nor have any of these organizations determined if this Prospectus Supplement No. 4 is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No. 4
is May 11, 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): May
10, 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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(IRS Employer
Identification Number)
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1202 BMC Drive, Suite 100
Cedar Park, TX 78613
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, including
area code (833) 495-4466
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:
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☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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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 2.02. Results of Operations and
Financial Condition.
The information set forth
under Item 4.02 is incorporated into this Item 2.02 by reference. The information in Item 2.02 of this Current Report on Form 8-K shall
not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise
subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 4.02 Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
(a) On
April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange
Commission released a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies
(the SEC Statement”). The SEC Staff Statement highlighted potential accounting implications of certain terms that are common in
warrants issued in connection with initial public offerings of SPACs. The SEC Staff Statement clarified guidance for all SPAC-related
companies regarding the accounting and reporting for their warrants that could result in the warrants issued by SPACs being accounted
for as liabilities measured at fair value, rather than equity securities, with changes in fair value during each period reported in earnings.
Following consideration of the SEC Statement,
the Company re-evaluated its historical accounting for its public warrants and private placement warrants issued in connection with the
Company’s initial public offering (the “Warrants”) and determined that the Warrants should have been classified as liabilities
measured at fair value in the affected financial statements, with changes in fair value in each period reported in earnings.
On May 10, 2021, the
Audit Committee of the Board of Directors of the Company, after consultation with management, concluded that the Company’s previously
issued consolidated financial statements as of and for the year ended December 31, 2020 included in the Company’s Annual Report
on Form 10-K (collectively, the “Non-Reliance Periods”) should no longer be relied upon based on the reclassification described
above. Any report on the audited consolidated financial statements of the Company’s independent registered public accounting firm,
press releases, stockholder communications, investor presentations or other communications regarding the Non-Reliance Periods should no
longer be relied upon.
The Company will restate its historical financial
results for the Non-Reliance Periods to reflect the change in accounting treatment for the Warrants (the “Restatement”). The
Company will file an amendment to its Annual Report on Form 10-K for the year ended December 31, 2020 to reflect the Restatement as soon
as possible.
The Audit Committee has discussed the matters
disclosed in this Item 4.02(a) with the Grant Thornton LLP, the Company’s independent accountant.
Forward Looking Statements
Statements in this report, including all statements
regarding the Restatement, include “forward-looking statements” within the meaning of Section 27A of the Securities Act of
1933, as amended, 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 report, regarding Hyliion and its future financial and operational performance, as well as its strategy,
future operations, estimated financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management
are forward looking statements. When used in this report, including any oral statements made in connection therewith, 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, Hyliion expressly disclaims any duty to update any
forward-looking statements, all of which are expressly qualified by the statements herein, to reflect events or circumstances after the
date of this report. Hyliion 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 Hyliion. These risks include, but are not limited to, the
discovery of additional information relevant to the Non-Reliance Periods; changes in the effects of the Restatement on the Company’s
financial statements or financial results; higher than expected charges after completing the Restatement process; delays in filing amended
filings for the Non-Reliance Periods due to the Company’s efforts to complete the Restatement; and the other risks detailed from
time to time in the Company’s reports filed with the SEC including the risks and uncertainties set forth in “Risk Factors”
section of Hyliion’s annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February
26, 2021 for the year ended December 31, 2020. Should one or more of the risks or uncertainties described in this report occur, or should
underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking
statements.