HYLIION HOLDINGS CORP. Item 7.01. Regulation FD Disclosure.
On
A copy of the press release is attached as Exhibit 99.1 hereto. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of TortoiseCorp under the Securities Act of 1933, as amended, or the Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K includes certain statements that are not
historical facts but are forward-looking statements for purposes of the safe
harbor provisions under the United States Private Securities Litigation Reform
Act of 1995. Forward-looking statements generally are accompanied by words such
as "believe," "may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "predict," "potential," "seem," "seek,"
"future," "outlook," and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters. These
statements are based on various assumptions and on the current expectations of
TortoiseCorp's and Hyliion's management and are not predictions of actual
performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any
investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of TortoiseCorp and Hyliion. These
forward-looking statements are subject to a number of risks and uncertainties,
including general economic, financial, legal, political and business conditions
and changes in domestic and foreign markets; the inability of the parties to
enter into definitive agreements or successfully or timely consummate the
Proposed Transactions or to satisfy the other conditions to the closing of the
Proposed Transactions; the risk that the approval of the TortoiseCorp
stockholders for the Proposed Transactions is not obtained; failure to realize
the anticipated benefits of the Proposed Transactions, including as a result of
a delay in consummating the Proposed Transaction or difficulty in, or costs
associated with, integrating the businesses of TortoiseCorp and Hyliion; the
amount of redemption requests made by the TortoiseCorp stockholders; the
occurrence of events that may give rise to a right of one or both of
TortoiseCorp and Hyliion to terminate the Business Combination Agreement; risks
related to the rollout of Hyliion's business and the timing of expected business
milestones; the effects of competition on Hyliion's business; and those factors
discussed in TortoiseCorp's Annual Report on Form 10-K for the fiscal year ended
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Important Information and Where to Find It
In connection with the Proposed Transactions, TortoiseCorp has filed the Proxy
Statement with the
Participants in the Solicitation
TortoiseCorp and its directors and executive officers may be considered
participants in the solicitation of proxies with respect to the Proposed
Transactions. Information about the directors and executive officers of
TortoiseCorp is set forth in the Proxy Statement. Additional information
regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, is included in
the Proxy Statement and other relevant materials filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit 99.1 Press Release, datedSeptember 28, 2020 . 2
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