0001759631FALSE00017596312023-02-132023-02-13
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): February
13, 2023
HYLIION HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-38823 |
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83-2538002 |
(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) |
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o 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:
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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 |
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.
On February 13, 2023, Hyliion Holdings Corp. (the “Company” or
“Hyliion”) filed a petition in the Delaware Court of Chancery (the
“Court of Chancery”) pursuant to Section 205 of the Delaware
General Corporation Law (“DGCL”), seeking validation of an
amendment to its certificate of incorporation increasing the
authorized common stock of the Company (as further described below)
and of 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”.
On September 28, 2020, Hyliion Holdings Corp, (the “Company” or
“Hyliion”), then operating under the name Tortoise Acquisition
Corp. (“SPAC”), held a special meeting of the stockholders of the
Company (the “Special Meeting”), to approve the proposed business
combination with Hyliion Inc. (the “Business Combination”) and
certain other matters relating thereto. Among them were several
proposals to amend the SPAC’s certificate of incorporation (the
“Old Charter”), including an amendment to increase the number of
authorized shares of Class A common stock from 200,000,000 shares
to 250,000,000 shares (the “Class A Increase Amendment”). At the
Special Meeting, all proposals presented, including the Class A
Increase Amendment, were approved by a majority of the
then-outstanding shares of the Company’s Class A common stock and
Class B common stock, voting as a single class. On October 1, 2020,
the Business Combination closed and the New Charter became
effective.
A recent ruling by the Delaware Court of Chancery has created
uncertainty as to whether Section 242(b)(2) of the DGCL would have
required the Class A Increase Amendment Proposal to be approved by
separate votes of the Class A common stock and Class B common
stock.
The Company continues to believe that a separate vote of Class A
common stock was not required to approve the Class A Increase
Amendment.
In light of this recent ruling, however, the Company filed a
petition in the Court of Chancery pursuant to Section 205 of the
DGCL on February 13, 2023 seeking validation of the Class A
Increase Amendment, the validation and declaration of effectiveness
of the New Charter (including its filing and effectiveness), and
for the avoidance of doubt the validation of the reclassification
of shares pursuant thereto], in each case as of October 1, 2020).
Section 205 of the DGCL permits the Court of Chancery, in its
discretion, to ratify and validate potentially defective corporate
acts after considering a variety of factors.
If the Company is not successful in the Section 205 proceeding, the
uncertainty with respect to its capitalization resulting from the
Delaware Court of Chancery’s ruling referenced above could have a
material adverse impact on the Company, including on its ability to
issue stock-based compensation to its employees, directors and
officers, pursue strategic transactions or complete future equity
or debt financing transactions, until the underlying issues are
definitively resolved.
Forward-Looking Statements
This report contains “forward-looking statements” within the
meaning of the safe harbor provisions of the United States Private
Securities Litigation Reform Act of 1995. When used in this report,
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.
These forward-looking statements include, but are not limited to,
statements regarding the outcome or the timing of the Section 205
proceeding described above, which is subject to uncertainties
inherent in such a process and may not be resolved timely, or at
all, or regarding the consequences if the Company is unsuccessful
in the Section 205 proceeding and the effects of uncertainty on the
Company’s business and operations until the matter is
resolved.
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. Additional information concerning factors that may impact
Hyliion’s results and operations can be found in its filings with
the SEC. Hyliion’s SEC filings are available publicly on the SEC’s
website at www.sec.gov, and readers are urged to carefully review
and consider the various disclosures made in such
filings.
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.
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HYLIION HOLDINGS CORP. |
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By: |
/s/ Thomas Healy |
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Date: |
February 13, 2023
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Thomas Healy |
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President and Chief Executive Officer |
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