SEC Company Response from Hyliion Holdings Corp. (HYLN) (CIK 0001759631) (HYLN) — Nov 23, 2020
Hyliion Holdings Corp. (HYLN) (CIK 0001759631)
Date: Nov. 23, 2020 · CIK: 0001759631 · Accession: 0001213900-20-038849
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-249649
Letter
Re: Hyliion Holdings Corp.
November 23, 2020
Division of Corporation Finance
Office of Manufacturing
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Registration Statement on Form S-1
Filed on October 23, 2020
File No. 333-249649
Ladies and Gentlemen:
On behalf of Hyliion Holdings Corp. (the “Company,” “Hyliion,” “we,” “us” or “our”), set forth below are the responses to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter, dated November 13, 2020, with respect to the Company’s Registration Statement on Form S-1, File No. 333-249649, filed with the Commission on October 23, 2020 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing an Amendment No. 1 to the Registration Statement (the “Amendment No. 1”).
For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions included in the responses correspond to the Amendment No. 1, unless otherwise specified. All capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Amendment No. 1.
Registration Statement on Form S-1 filed October 23, 2020
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.
RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised the Registration Statement on the cover of the preliminary prospectus and pages 3 and 124 of Amendment No. 1 to remove the primary issuance of up to 875,000 shares of Common Stock that are issuable upon the exercise of 875,000 Forward Purchase Warrants from the registration under the Securities Act and to instead register the exercise of the Forward Purchase Warrants by purchasers of the Forward Purchase Warrants in this offering. Each whole Forward Purchase Warrant entitles the registered holder to purchase one share of our Common Stock at a price of $11.50 per share, subject to certain adjustments, 30 days after the closing of the Business Combination, provided in each case that we have an effective registration statement under the Securities Act, covering the shares of Common Stock issuable upon exercise of the Forward Purchase Warrants and a current prospectus relating to them is available (or we permit holders to exercise their Forward Purchase Warrants on a cashless basis under the circumstances specified in the Warrant Agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.
* * * * *
Cooley LLP 101 California Street, 5th Floor San Francisco, CA 94111-5800
t: (415) 693-2000 f: (415) 693-2222 cooley.com
Securities and Exchange Commission
November 23, 2020
Page 2
Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact me or Kristin VanderPas of Cooley LLP at (415) 693-2177 or (415) 693-2097, respectively.
Very truly yours,
COOLEY LLP
Show Raw Text
CORRESP
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filename1.htm
November 23, 2020
Division of Corporation Finance
Office of Manufacturing
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Re: Hyliion Holdings Corp.
Registration Statement on Form S-1
Filed on October 23, 2020
File No. 333-249649
Ladies and Gentlemen:
On behalf of Hyliion Holdings Corp. (the
“Company,” “Hyliion,” “we,” “us”
or “our”), set forth below are the responses to comments received from the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter, dated November 13, 2020, with respect to the Company’s Registration Statement on Form S-1, File No. 333-249649,
filed with the Commission on October 23, 2020 (the “Registration Statement”). Concurrently with the submission
of this letter, the Company is filing an Amendment No. 1 to the Registration Statement (the “Amendment No. 1”).
For your convenience, each response is prefaced
by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions
included in the responses correspond to the Amendment No. 1, unless otherwise specified. All capitalized terms not otherwise defined
herein shall have the meaning assigned to them in the Amendment No. 1.
Registration
Statement on Form S-1 filed October 23, 2020
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.
RESPONSE: The Company
acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised the Registration
Statement on the cover of the preliminary prospectus and pages 3 and 124 of Amendment No. 1 to remove the primary
issuance of up to 875,000 shares of Common Stock that are issuable upon the exercise of 875,000 Forward Purchase Warrants
from the registration under the Securities Act and to instead register the exercise of the Forward Purchase Warrants by
purchasers of the Forward Purchase Warrants in this offering. Each whole Forward Purchase Warrant entitles the registered
holder to purchase one share of our Common Stock at a price of $11.50 per share, subject to certain adjustments, 30 days
after the closing of the Business Combination, provided in each case that we have an effective registration statement under
the Securities Act, covering the shares of Common Stock issuable upon exercise of the Forward Purchase Warrants and a current
prospectus relating to them is available (or we permit holders to exercise their Forward Purchase Warrants on a cashless
basis under the circumstances specified in the Warrant Agreement) and such shares are registered, qualified or exempt from
registration under the securities, or blue sky, laws of the state of residence of the holder.
* * * * *
Cooley LLP 101
California Street, 5th Floor San Francisco, CA 94111-5800
t: (415) 693-2000
f: (415) 693-2222 cooley.com
Securities and Exchange Commission
November 23, 2020
Page 2
Please direct any questions that you have
with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact me or Kristin
VanderPas of Cooley LLP at (415) 693-2177 or (415) 693-2097, respectively.
Very truly yours,
COOLEY LLP
By:
/s/ David Peinsipp
Name:
David Peinsipp
Title:
Partner
Enclosures
cc: Thomas Healy, Hyliion Holdings Corp.
Jose Oxholm, Hyliion Holdings Corp.
Kristin VanderPas, Cooley LLP
Marianne Sarrazin, Cooley LLP
Cooley LLP 101
California Street, 5th Floor San Francisco, CA 94111-5800
t: (415) 693-2000
f: (415) 693-2222 cooley.com