SEC Comment Letter for Hyliion Holdings Corp. (HYLN) (CIK 0001759631) (HYLN) — Dec 17, 2018
Hyliion Holdings Corp. (HYLN) (CIK 0001759631)
Date: Dec. 17, 2018 · CIK: 0001759631 · Accession: 0000000000-18-038302
AI Filing Summary & Sentiment
Reasoning
Letter
December 17, 2018 Jeffrey S. Kruske, Esq. Agent for Service Tortoise Acquisition Corp. 11550 Ash Street, Suite 300 Leawood, KS 66211 Re:Tortoise Acquisition Corp. Draft Registration Statement on Form S-1 Submitted November 20, 2018 CIK No. 0001759631 Dear Mr. Kruske, Esq.: We have reviewed your draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Draft Registration Statement General 1.Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications. Description of Securities Certain Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and Bylaws Exclusive Forum For Certain Lawsuits, page 122
FirstName LastNameJeffrey S. Kruske, Esq. Comapany NameTortoise Acquisition Corp. December 17, 2018 Page 2 FirstName LastName Jeffrey S. Kruske, Esq. Tortoise Acquisition Corp. December 17, 2018 Page 2 2.We note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If this provision applies to claims arising under the Securities Act, then please disclose that there is uncertainty as to whether a court would enforce such provision and to state that shareholders will not be deemed to have waived the company’s compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly. Please also expand your disclosure to state that such a provision may limit a shareholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with the company and its directors, officers or other employees. Please make conforming changes to the disclosure presented in the risk factor "Provisions in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers" on page 56. Listing of Securities, page 124 3.Please revise to qualify the language conveying your expectation that the units will be listed on the NYSE on or promptly after the effective date of the registration statement or tell us why you think this is unnecessary. Refer to the Note to Item 202 of Regulation S-K for guidance. You may contact Michelle Miller at 202-551-3368 or Gus Rodriguez at 202-551-3752 if you have questions regarding comments on the financial statements and related matters. Please contact David Gessert at 202-551-2326 or Michael Clampitt at 202-551-3434 with any other questions. Sincerely, Division of Corporation Finance Office of Financial Services cc: Brenda Lenahan
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December 17, 2018
Jeffrey S. Kruske, Esq.
Agent for Service
Tortoise Acquisition Corp.
11550 Ash Street, Suite 300
Leawood, KS 66211
Re:Tortoise Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted November 20, 2018
CIK No. 0001759631
Dear Mr. Kruske, Esq.:
We have reviewed your draft registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement
General
1.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Description of Securities
Certain Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate
of Incorporation and Bylaws
Exclusive Forum For Certain Lawsuits, page 122
FirstName LastNameJeffrey S. Kruske, Esq.
Comapany NameTortoise Acquisition Corp.
December 17, 2018 Page 2
FirstName LastName
Jeffrey S. Kruske, Esq.
Tortoise Acquisition Corp.
December 17, 2018
Page 2
2.We note that your forum selection provision identifies the Court of Chancery of the
State of Delaware as the exclusive forum for certain litigation, including any
“derivative action.” Please disclose whether this provision applies to actions arising under
the Securities Act or Exchange Act. In that regard, we note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder. If this provision applies to claims arising under the
Securities Act, then please disclose that there is uncertainty as to whether a court would
enforce such provision and to state that shareholders will not be deemed to have waived
the company’s compliance with the federal securities laws and the rules and regulations
thereunder. If this provision does not apply to actions arising under the Securities Act or
Exchange Act, please also ensure that the exclusive forum provision in the governing
documents states this clearly. Please also expand your disclosure to state that such a
provision may limit a shareholder's ability to bring a claim in a judicial forum that it finds
favorable for disputes with the company and its directors, officers or other employees.
Please make conforming changes to the disclosure presented in the risk factor "Provisions
in our amended and restated certificate of incorporation and Delaware law may have the
effect of discouraging lawsuits against our directors and officers" on page 56.
Listing of Securities, page 124
3.Please revise to qualify the language conveying your expectation that the units will be
listed on the NYSE on or promptly after the effective date of the registration statement or
tell us why you think this is unnecessary. Refer to the Note to Item 202 of Regulation S-K
for guidance.
You may contact Michelle Miller at 202-551-3368 or Gus Rodriguez at 202-551-3752 if
you have questions regarding comments on the financial statements and related matters. Please
contact David Gessert at 202-551-2326 or Michael Clampitt at 202-551-3434 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services
cc: Brenda Lenahan