HYLIION HOLDINGS CORP. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Changes in Registrant's Certifying Accountant, Changes in Control or Registrant, Change in Directors or Principal Officers, Change in Shell Company Status, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Registration Rights Agreement

In connection with the transactions contemplated by the Business Combination Agreement (the "Transactions"), on October 1, 2020, the Company, certain persons and entities holding securities of the Company and certain persons and entities receiving Common Stock pursuant to the Merger entered into an Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement"). The terms of the Registration Rights Agreement are described in the Proxy Statement in the section entitled " Proposal No. 1-The Business Combination Proposal " beginning on page 88 of the Proxy Statement.

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The foregoing description of the Registration Rights Agreement is qualified in its entirety by the full text of the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 4.4 and incorporated herein by reference.

Lock-Up Agreements

In connection with the Transactions, on October 1, 2020, the Company and certain stockholders of Legacy Hyliion and executives of the Company (the "Legacy Holders") entered into a Lock-Up Agreement (each, a "Lock-Up Agreement"). The terms of the Lock-Up Agreements provide for the Common Stock held by the Legacy Holders as of immediately after the Effective Time to be locked-up for a period of 180 days after the Closing Date, subject to certain exceptions. Thomas Healy also agreed not to transfer more than 10% of the number of shares of Common Stock held by him immediately after the Effective Time, or issuable upon the exercise of options to purchase shares of Common Stock held by him immediately after the Effective Time, until two years after the Closing Date.

The foregoing description of the Lock-Up Agreements is qualified in its entirety by the full text of the form of Lock-Up Agreement, a copy of which is attached hereto as Exhibit 4.5 and incorporated herein by reference.

The foregoing description of the Lock-Up Agreement by and between the Company and Mr. Healy is qualified in its entirety by the full text of the Lock-Up Agreement, a copy of which is attached hereto as Exhibit 4.6 and incorporated herein by reference.

Indemnification Agreements

In connection with the Transactions, on October 1, 2020, the Company entered into indemnification agreements with each of its directors and executive officers. These indemnification agreements require the Company to indemnify its directors and executive officers for certain expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company's directors or executive officers or any other company or enterprise to which the person provides services at the Company's request.

The foregoing description of the indemnification agreements is qualified in its entirety by the full text of the form of indemnification agreement, which is attached hereto as Exhibit 10.4 and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 2.01.

At a special meeting of stockholders held on September 28, 2020 (the "Special Meeting"), the Company's stockholders approved the Business Combination. The Business Combination was completed on October 1, 2020.

As of the Closing Date and following the completion of the Business Combination, the Company had the following outstanding securities:

? approximately 153,901,829 shares of Common Stock; and

? approximately 19,185,641 warrants, each exercisable for one share of Common

Stock at a price of $11.50 per share (the "Warrants").

                              FORM 10 INFORMATION

Prior to the Closing, the Company was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with no operations, formed as a vehicle to effect a business combination with one or more operating businesses. After the Closing, the Company became a holding company whose only assets consist of equity interests in Legacy Hyliion.

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Cautionary Note Regarding Forward-Looking Statements

The Company makes forward-looking statements in this Current Report on Form 8-K and in documents incorporated herein by reference. All statements, other than statements of present or historical fact included in or incorporated by reference in this Current Report on Form 8-K, regarding the Company's future financial performance, as well as the Company's strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Current Report on Form 8-K, the words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" 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, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company, incident to its business.

These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements in this Current Report on Form 8-K and in any document incorporated herein by reference should not be relied upon as representing the Company's views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect . . .

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 3.02.

The securities issued in connection with the Business Combination Agreement, Subscription Agreements and Forward Purchase Agreement have not been registered under the Securities Act of 1933 (the "Securities Act") in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

The issuance of Class A Common Stock upon automatic conversion of Class B Common Stock at the Closing has not been registered under the Securities Act in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 4.01 Changes in Registrant's Certifying Accountant.

On October 1, 2020, after the recommendation of the Audit Committee of the Board, the Board approved the engagement of Grant Thornton LLP ("Grant Thornton") as the Company's independent registered public accounting firm to audit the Company's consolidated financial statements for the year ending December 31, 2020. Grant Thornton served as the independent registered public accounting firm of Legacy Hyliion prior to the Business Combination. Accordingly, WithumSmith+Brown, PC ("Withum"), the Company's independent registered public accounting firm prior to the Business Combination, was informed on October 1, 2020 that it would be replaced by Grant Thornton as the Company's independent registered public accounting firm following completion of the Company's review of the quarter ended September 30, 2020, which consists only of the accounts of the pre-Business Combination special purpose acquisition company, TortoiseCorp.

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Withum's report of independent registered public accounting firm, dated March 20, 2020, on the Company's balance sheets as of December 31, 2019 and 2018, the related statements of operations, stockholders' equity and cash flows for the year ended December 31, 2019 and for the period from November 7, 2018 (inception) to December 31, 2018, and the related notes to the financial statements (collectively, the "financial statements") did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles other than the Company's ability to continue as a going concern due to Company's obligation to either complete a business combination by the close of business on March 4, 2021, or cease all operations except for the purpose of winding down and liquidating.

During the period from November 7, 2018 (inception) to December 31, 2019 and the subsequent period through October 1, 2020, there were no: (i) disagreements with Withum on any matter of accounting principles or practices, financial statement disclosures or audited scope or procedures, which disagreements if not resolved to Withum's satisfaction would have caused Withum to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

During the period from November 7, 2018 (inception) to December 31, 2018, and the interim period through October 1, 2020, the Company did not consult Grant Thornton with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and no written report or oral advice was provided to the Company by Grant Thornton that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions to Item 304 of Regulation S-K under the Exchange Act, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.

The Company has provided Withum with a copy of the disclosures made by the Company in this Item 4.01 in response to Item 304(a) of Regulation S-K under the Exchange Act and has requested that Withum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the registrant in this Item 4.01 in response to Item 304(a) of Regulation S-K under the Exchange Act and, if not, stating the respects in which it does not agree. A letter from Withum is attached hereto as Exhibit 16.1.

Item 5.01 Changes in Control of the Registrant.

The information set forth in the section entitled "Introductory Note" and in the section entitled "Security Ownership of Certain Beneficial Owners and Management" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

The information set forth in the sections entitled "Directors and Executive Officers" and "Certain Relationships and Related Transactions" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Hyliion Holdings Corp. 2020 Equity Incentive Plan

At the Special Meeting, the stockholders of the Company considered and approved the Hyliion Holdings Corp. 2020 Equity Incentive Plan (the "2020 Plan"). The 2020 Plan was previously approved, subject to stockholder approval, by the Board on September 7, 2020. The 2020 Plan became effective immediately upon the Closing.

A description of the 2020 Plan is included in the Proxy Statement in the section entitled " Proposal No. 6-The 2020 Plan Proposal " beginning on page 128 of the Proxy Statement, which is incorporated herein by reference. The foregoing description of the 2020 Plan is qualified in its entirety by the full text of the 2020 Plan, which is attached hereto as Exhibit 10.5 and incorporated herein by reference.

Item 5.06 Change in Shell Company Status.

As a result of the Merger, which fulfilled the definition of a business combination as required by the Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Closing, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing. A description of the Business Combination and the terms of the Business Combination Agreement are included in the Proxy Statement in the section entitled " Proposal No. 1-The Business Combination Proposal " beginning on page 88 of the Proxy Statement, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The unaudited condensed financial statements of Legacy Hyliion as of and for the six months ended June 30, 2020 and June 30, 2019 and the related notes are included in the Proxy Statement beginning on page F-40 of the Proxy Statement and are incorporated herein by reference.

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The historical audited financial statements of Legacy Hyliion as of and for the year ended December 31, 2019 and December 31, 2018 and the related notes are included in the Proxy Statement beginning on page F-54 of the Proxy Statement and are incorporated herein by reference.

The unaudited condensed consolidated financial statements of the Company as of and for the six months ended June 30, 2020 and June 30, 2019 and the related notes are included in the Proxy Statement beginning on page F-2 of the Proxy Statement and are incorporated herein by reference.

The historical audited financial statements of the Company as of and for the year ended December 31, 2019 and December 31, 2018 and the related notes are included in the Proxy Statement beginning on page F-23 of the Proxy Statement and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of the Company for the year ended December 31, 2019 is included in the Proxy Statement in the section entitled " Unaudited Pro Forma Condensed Combined Financial Information " beginning on page 72 of the Proxy Statement and is incorporated herein by reference.

The unaudited pro forma condensed combined financial information of the Company as of and for the six months ended June 30, 2020 is included in the Proxy Statement in the section entitled " Unaudited Pro Forma Condensed Combined Financial Information " beginning on page 72 of the Proxy Statement and is incorporated herein by reference.

(d) Exhibits.




Exhibit No.   Description
2.1+            Business Combination Agreement and Plan of Reorganization, dated June
              18, 2020, by and among TortoiseCorp., Merger Sub and the Company
              (incorporated by reference to Exhibit 2.1 to the Current Report on Form
              8-K filed on June 19, 2020).
3.1             Second Amended and Restated Certificate of Incorporation of the
              Company, dated October 1, 2020.
3.2             Amended and Restated Bylaws of the Company, dated October 1, 2020.
4.1             Form of Common Stock Certificate of the Company.
4.2             Form of Warrant Certificate of the Company.
4.3             Warrant Agreement, dated February 27, 2019, between the Company and
              Continental Stock Transfer & Trust Company, as warrant agent
              (incorporated by reference to Exhibit 4.1 to the Current Report on Form
              8-K filed on March 5, 2019).
4.4             Amended and Restated Registration Rights Agreement, dated October 1,
              2020, by and among the Company and certain stockholders of the
              Company.
4.5             Form of Lock-Up Agreement.
4.6             Lock-Up Agreement, dated October 1, 2020, by and between the Company
              and Thomas Healy.
10.1            Form of Subscription Agreement (incorporated by reference to Exhibit
              10.3 to the Current Report on Form 8-K filed on June 19, 2020).
10.2            Amended and Restated Forward Purchase Agreement (incorporated by
              reference to Exhibit 10.10 to Amendment No. 1 to Registration Statement
              on Form S-1 filed on February 15, 2019).
10.3            First Amendment to Amended and Restated Forward Purchase Agreement
              (incorporated by reference to Exhibit 10.4 to the Current Report on Form
              8-K filed on June 19, 2020).
10.4#           Form of Indemnification Agreement by and between the Company and its
              directors and officers.
10.5#           Hyliion Holdings Corp. 2020 Equity Incentive Plan.
10.6#           Offer Letter, dated August 3, 2017, by and between Hyliion Inc. and
              Thomas Healy.
10.7#           Executive Employment Agreement, dated March 29, 2019, by and between
              Hyliion Inc. and Greg Van de Vere.
10.8#           Offer Letter, dated May 22, 2019, by and between Hyliion Inc. and
              Patrick Sexton.
10.9            Lease Agreement, dated February 5, 2018, by and between IGX Brushy
              Creek, LLC and Hyliion Inc.
16.1            Letter from WithumSmith+Brown, PC to the SEC, dated October 1, 2020.

+ The schedules and exhibits to this agreement have been omitted pursuant to Item

601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will

be furnished to the SEC upon request.

# Indicates management contract or compensatory plan or arrangement.

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