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SEC Company Response from Hyliion Holdings Corp. (HYLN) (CIK 0001759631) (HYLN) — Feb 25, 2019

Hyliion Holdings Corp. (HYLN) (CIK 0001759631)
Date: Feb. 25, 2019 · CIK: 0001759631 · Accession: 0001213900-19-003077

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File numbers found in text: 333-229537

Date
February 25, 2019
Author
Not clearly detected
Form
CORRESP
Company
Hyliion Holdings Corp. (HYLN) (CIK 0001759631)

Letter

VIA EDGAR Office of Financial Services United States Securities and Exchange Commission Division of Corporation Finance Attention: David Gessert, Attorney-Advisor Office of Financial Services Re: Tortoise Acquisition Corp. Form S-1 Registration Statement File No. 333-229537

Dear Mr. Gessert:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), each of the undersigned, for itself and the several underwriters, hereby joins in the request of Tortoise Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on February 27, 2019, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that as of the date hereof, 3,328 copies of the Preliminary Prospectus dated February 15, 2019 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[signature page follows]

Very truly yours,
BARCLAYS CAPITAL INC.

Show Raw Text
CORRESP
1
filename1.htm

February 25, 2019

VIA EDGAR

Office of Financial Services

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention: David Gessert, Attorney-Advisor

  Office of Financial
Services

Re: Tortoise Acquisition Corp.

Form S-1 Registration
Statement

File No. 333-229537

Dear Mr. Gessert:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Act”), each of the undersigned, for itself and the several underwriters,
hereby joins in the request of Tortoise Acquisition Corp. that the effective date of the above-referenced Registration Statement
be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on February 27, 2019, or as soon thereafter
as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under
the Act, the undersigned advise that as of the date hereof, 3,328 copies of the Preliminary Prospectus dated February 15, 2019
have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advise that they have complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[signature page follows]

    Very truly yours,

    BARCLAYS CAPITAL INC.

    GOLDMAN SACHS & CO. LLC

    UBS SECURITIES LLC,

    as Representatives of the Several Underwriters

    BARCLAYS CAPITAL INC.

    By:
     /s/
    Victoria Hale

    Name: Victoria Hale

    Title: Vice President

    GOLDMAN SACHS & CO. LLC

    By:
     /s/
    Olympia McNerney

    Name: Olympia McNerney

    Title: Managing Director

    UBS SECURITIES LLC

    By:
     /s/
    Saawan Pathange

    Name: Saawan Pathange

    Title: Managing Director

    By:
     /s/
    Harris Baltch

    Name: Harris Baltch

    Title: Executive Director

[Signature Page to Underwriter Acceleration
Request Letter]