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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): February
17, 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.
As previously disclosed on its Form 8-K filed February 14, 2023, 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 (“DGCL”). The Petition seeks
validation of an amendment to the Company’s certificate of
incorporation increasing the authorized common stock of the Company
and validation of the Company’s restated certificate of
incorporation, 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. A copy of the Petition is available at
www.hyliion.com under Investors, Events & Presentations.
Concurrently with the Petition, the Company filed a motion to
expedite the hearing on the Petition.
On February 14, 2023, the Court of Chancery granted the motion to
expedite and set a hearing date on the Petition of March 6, 2023 at
10:00 a.m. Eastern Time at the Leonard L. Williams Justice Center,
500 N. King Street, Wilmington, Delaware 19801.
This Form 8-K constitutes notice of the hearing on the Petition. If
any stockholder of the Company wishes to express a position on the
Petition, such stockholders of the Company may (i) appear at the
hearing or (ii) file a written submission with the Register in
Chancery, Leonard L. Williams Justice Center, 500 North King
Street, Wilmington, Delaware 19801, referring to the case
caption,
In re Hyliion Holdings Corp.,
C.A. No. 2023-0176-LWW (Del. Ch.), in advance of the hearing, and
any such written submission should be emailed to the Company’s
counsel, Srinivas Raju, Richards, Layton & Finger, P.A., at
raju@rlf.com.
The information that may be obtained solely through the websites
referenced in this report is not incorporated by reference
herein.
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 17, 2023
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Thomas Healy |
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President and Chief Executive Officer |
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