SEC Comment Letter for Hyliion Holdings Corp. (HYLN) (CIK 0001759631) (HYLN) — Nov 13, 2020
Hyliion Holdings Corp. (HYLN) (CIK 0001759631)
Date: Nov. 13, 2020 · CIK: 0001759631 · Accession: 0000000000-20-010879
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-249649
Letter
United States securities and exchange commission logo November 13, 2020 Thomas Healy Chief Executive Officer Hyliion Holdings Corp. 1202 BMC Drive Suite 100 Cedar Park, Texas 78613 Re:Hyliion Holdings Corp. Registration Statement on Form S-1 Filed October 23, 2020 File No. 333-249649 Dear Mr. Healy: We have limited our review of your registration statement to those issues we have addressed in our 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 amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-1 General 1.We note that you are registering the primary issuance of up to 875,000 shares of Common Stock that are issuable upon the exercise of 875,000 Forward Purchase Warrants. Please note that a transaction that commenced privately cannot be converted to a registered offering. Please advise us of the exercise provisions of the warrants referenced above. If you do not believe the warrants were immediately exercisable (i.e., within one year) when issued privately, please explain why. Refer to Securities Act Sections Compliance and Disclosure Interpretations Questions 103.04 and 134.02. We remind you that the company and its management are responsible for the accuracy
FirstName LastNameThomas Healy Comapany NameHyliion Holdings Corp. November 13, 2020 Page 2 FirstName LastName Thomas Healy Hyliion Holdings Corp. November 13, 2020 Page 2 and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Asia Timmons-Pierce, Special Counsel, at 202-551-3754 or Jay Ingram, Legal Branch Chief, at 202-551-3397 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
Show Raw Text
United States securities and exchange commission logo
November 13, 2020
Thomas Healy
Chief Executive Officer
Hyliion Holdings Corp.
1202 BMC Drive
Suite 100
Cedar Park, Texas 78613
Re:Hyliion Holdings Corp.
Registration Statement on Form S-1
Filed October 23, 2020
File No. 333-249649
Dear Mr. Healy:
We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
General
1.We note that you are registering the primary issuance of up to 875,000 shares of Common
Stock that are issuable upon the exercise of 875,000 Forward Purchase Warrants. Please
note that a transaction that commenced privately cannot be converted to a registered
offering. Please advise us of the exercise provisions of the warrants referenced above. If
you do not believe the warrants were immediately exercisable (i.e., within one year) when
issued privately, please explain why. Refer to Securities Act Sections Compliance and
Disclosure Interpretations Questions 103.04 and 134.02.
We remind you that the company and its management are responsible for the accuracy
FirstName LastNameThomas Healy
Comapany NameHyliion Holdings Corp.
November 13, 2020 Page 2
FirstName LastName
Thomas Healy
Hyliion Holdings Corp.
November 13, 2020
Page 2
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Asia Timmons-Pierce, Special Counsel, at 202-551-3754 or Jay Ingram,
Legal Branch Chief, at 202-551-3397 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing