SecProbe.io

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 March 3, 2026

Thomas Healy
Chief Executive Officer
Hyliion Holdings Corp.
1202 BMC Drive, Suite 100
Cedar Park, TX 78613

 Re: Hyliion Holdings Corp.
 Registration Statement on Form S-3
 Filed February 25, 2026
 File No. 333-293712
Dear Thomas Healy:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 HYLIION HOLDINGS CORP. 1202 BMC Drive, Suite 100
Cedar Park, Texas 78613 ph: (833) 495-4466

 March 2, 2026

 Via EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Kristin Baldwin (baldwinkr@sec.gov)

 Re: Acceleration Request of Hyliion Holdings Corp. ("Registrant")
 Registration
Statement on Form S-3 (File No. 333-293712)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the United States
Securities Act of 1933, as amended, and on behalf of the Registrant, the Registrant hereby requests that the effectiveness of the
above-captioned Registration Statement be accelerated so that it may become effective on Thursday, March 5, 2026, at 3:00 p.m., Eastern
Time, or as soon thereafter as practicable.

 Please call Brenda Lenahan of Vinson & Elkins
L.L.P. at (212) 237-0133 with any questions regarding this matter.

 Very truly yours,

 HYLIION HOLDINGS CORP.

 By:
 /s/ Thomas Healy

 Thomas Healy

 Chief Executive Officer

 cc: Jose Oxholm, Hyliion Holdings Corp.

 Brenda Lenahan, Vinson & Elkins L.L.P.

CORRESP
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HYLIION
HOLDINGS CORP.

1202 BMC Drive, Suite 100

Cedar Park, Texas 78613

November
24, 2020

Division
of Corporation Finance

Office of Manufacturing

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 RE: Hyliion
                                         Holdings Corp.

                                         Registration Statement on Form S-1

                                         File No. 333-249649

Ladies
and Gentlemen:

Hyliion
Holdings Corp. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on November 27, 2020,
at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request
via telephone call to the staff of the Commission. The Registrant hereby authorizes each of David Peinsipp and Kristin VanderPas
of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once
the Registration Statement has been declared effective, please orally confirm that event with David Peinsipp of Cooley LLP, counsel
to the Registrant, at (415) 693-2177, or in his absence, Kristin VanderPas at (415) 693-2097.

[Signature
Page Follows]

    Very truly yours,

    HYLIION HOLDINGS CORP.

    By:
    /s/ Thomas Healy

    Name:
    Thomas Healy

    Title:
    Chief Executive Officer

    cc:
    Jose Oxholm, Hyliion Holdings
    Corp.

    David Peinsipp, Cooley LLP

    Kristin VanderPas, Cooley LLP

    Marianne Sazzarin, Cooley LLP

CORRESP
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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

CORRESP
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November 20, 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:

Set forth below are
the proposed responses of Hyliion Holdings Corp. (the “Company,” “Hyliion,”
“we,” “us” or “our”) 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”)
for the Staff’s consideration.

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 Registration Statement. All capitalized terms not otherwise
defined herein shall have the meaning assigned to them in the Registration Statement.

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 that the Regulation D private placement for the Forward Purchase Warrants
occurred on October 1, 2020 and that the Forward Purchase Warrants are exercisable within a year; however, the Company
believes that it can register the original issuance of shares issuable upon exercise of the Forward Purchase Warrants that
are sold to a holder following the initial issuance and did not receive them in the Regulation D private placement.
Furthermore, the Company is aware of precedents for registering the original issuance by an issuer upon exercise by a
warrant holder other than the initial holder following a transfer of the Forward Purchase Warrants.

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 20, 2020

Page 2

America West Holdings
Corporation (“America West”) (Registration No. 333-88588)

In the registration
statement on Form S-3 filed on August 8, 2020, by America West (Registration No. 333-88588), the issuer registered for resale “the
class B common stock issuable upon conversion of the notes or exercise of any of the warrants. In
addition, this prospectus covers the issuance of class B common stock upon the exercise of the warrant by the holders other than
the initial holder.”, which refers to the Air Transportation Stabilization Board
(“ATSB”) warrant and ASTB as the initial holder, as indicated later in the registration statement, “The issuance
by Holdings of shares of class B common stock upon exercise of the ATSB warrant by holders other than the ATSB.” The ASTB
warrant was immediately exercisable (i.e., within one year) because it was issued on January 18, 2022 and was exercisable at any
time for a period of ten years from the initial issuance date.

China Architectural
Engineering, Inc. (“CAE”) (Registration Nos. 333-138603; 333-146851; 333-150832)

In connection with
CAE’s registration statement on Form S-1 filed on June 7, 2007 (Registration No. 333-138603) related to the resale registration
of “(iii) 800,000 warrants issued by the Registrant to a selling security holder on April 12, 2007 to purchase an aggregate
of 800,000 shares of the Registrant’s common stock (the “Bond Warrants”), and (iv) 800,000 shares of the Registrant’s
common stock, subject to adjustment, issuable upon exercise of the Bond Warrants (the “Bond and Warrant Resale Prospectus”).”
In response with this registration statement, the Staff issued a comment letter notifying CAE that “[i]f [CAE] register[s]
the resale of the warrants, [CAE] must also register the exercise of the warrants by persons who purchase them from the selling
securityholder as they will make a separate investment decision as to the exercise of the warrants.” The Staff additionally
requested that CAE “clarify on the cover page of the prospectus and elsewhere that [CAE is] registering the exercise by these
persons as well as the resale of the warrants and the resale of the underlying common stock by the selling securityholder.”

Subsequent to receipt
of the above referenced comment letter, CAE filed a registration statement on Form S-1 on November 29, 2007 (Registration No. 333-146851)
(the “November 2007 CAE Registration Statement”), in which it registered for resale “(iii) 800,000 warrants issued
by us in a private placement to a selling security holder on April 12, 2007 to purchase an aggregate of 800,000 shares of [CAE’s] common
stock, subject to adjustment (the “Bond Warrants”), (iv) 800,000 shares of [CAE’s] common stock issuable upon exercise
of the Bond Warrants, subject to adjustment, and (v) 2,962,325 shares of common stock held by other selling security holders. In
addition, this prospectus covers the issuance of [CAE’s] common stock upon the exercise of Bond Warrants by the holders other than
the initial holder.” The November 2007 CAE Registration Statement was declared effective on February 7, 2008.

Afterwards, CAE filed
a registration statement on Form S-1 on May 12, 2008 (Registration No. 333-150832) (the “2008 CAE Registration Statement”),
in which it registered for resale additional warrants: “(iii) 300,000 warrants issued by [CAE] in a private placement to
selling security holders on April 15, 2008 to purchase an aggregate of 300,000 shares of [CAE’s] common stock, subject to
adjustment (the “Bond Warrants”), and (iv) 300,000 shares of [CAE’s] common stock issuable upon exercise of the
Bond Warrants, subject to adjustment. In addition, this prospectus covers the issuance of [CAE’s] common stock upon the exercise
of the Bond Warrants by holders other than the initial holders.” The Bond Warrants registered under the 2008 Registration
Statement were immediately exercisable (i.e. within one year) because they were issued on April 15, 2008 and were exercisable on
such date. The November 2007 CAE Registration Statement was declared effective on October 7, 2008.

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 20, 2020

Page 3

Proposed Response

For your consideration,
the Company is proposing to make the following revisions to the Registration Statement to clarify that the primary issuance by
Hyliion of the shares of Common Stock underlying the Forward Purchase Warrants applies only to holders other than the initial holder
as follows:

Cover page

“This
prospectus relates to the issuance by us of up to an aggregate of up to 19,185,637 shares of our common stock, $0.0001 par value
per share (“Common Stock”), which consists of (i) up to 6,660,183 shares of Common Stock that are issuable upon the
exercise of 6,660,183 warrants (the “Private Placement Warrants”) originally issued in a private placement in connection
with the initial public offering of Tortoise Acquisition Corp. (“TortoiseCorp”) by the
holders thereof, (ii) up to 875,000 shares of Common Stock that are issuable upon the exercise of 875,000 warrants
(the “Forward Purchase Warrants” and together with the Private Placement Warrants, the “Private Warrants”)
originally issued in a private placement at the closing of the Business Combination (as defined below) by
the holders thereof other than the initial holder and (iii) up to 11,650,454 shares of Common Stock that are issuable
upon the exercise of 11,650,454 warrants (the “Public Warrants” and, together with the Private Warrants, the “Warrants”)
originally issued in the initial public offering of TortoiseCorp by the holders thereof.
We will receive the proceeds from any exercise of any Warrants for cash.”

Offering Summary
(page 3)

“Issuance
of Common Stock

        Shares
of Common Stock Offered by us

    19,185,637 shares of Common Stock, including shares of Common
    Stock issuable upon exercise of the Warrants, consisting of (i) 6,660,183 shares of Common Stock that are issuable upon the
    exercise of 6,660,183 Private Placement Warrants by the holders thereof, (ii) 875,000
    shares of Common Stock that are issuable upon the exercise of 875,000 Forward Purchase Warrants by
    the holders thereof other than Atlas Point Fund and (iii) 11,650,454 shares of Common Stock that are issuable upon
    the exercise of 11,650,454 Public Warrants by the holders thereof.”

Plan of Distribution
(page 123)

“We
are registering the issuance by us of (i) up to 6,660,183 shares of Common Stock
that are issuable upon the exercise of the Private Placement Warrants by the holders thereof, (ii) up to 875,000 shares of Common Stock that are issuable upon the exercise of the Forward
Purchase Warrants by the holders thereof other than Atlas Point Fund and (iii) up to 11,650,454 shares of Common Stock
that are issuable upon the exercise of the Public Warrants by the holders thereof. We are also registering the resale by the Selling
Securityholders or their permitted transferees from time to time of (i) up to 132,637,517 shares of Common Stock (including up
to 7,535,183 shares of Common Stock that may be issued upon exercise of the Private Warrants and 20,000 shares of Common Stock
that may be issued upon exercise of 20,000 Public Warrants), (ii) up to 7,535,183 Private Warrants and (iii) up to 20,000 Public
Warrants.”

*      *      *      *      *

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 20, 2020

Page 4

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,

    By:
    /s/ David Peinsipp

    David Peinsipp

cc: Kristin VanderPas, Cooley LLP

Cooley LLP   101 California Street, 5th Floor   San Francisco, CA   94111-5800

t: (415) 693-2000  f: (415) 693-2222  cooley.com

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

United States securities and exchange commission logo
September 8, 2020
Vincent T. Cubbage
Chief Executive Officer
Tortoise Acquisition Corp.
5100 W. 115th Place
Leawood, Kansas 66211
Re:Tortoise Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed July 10, 2020
File No. 001-38823
Dear Mr. Cubbage:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Brenda Lenahan

CORRESP
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Tortoise Acquisition
Corp.

5100 W. 115th
Place

Leawood, KS 66211

August 31, 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:
    Tortoise Acquisition Corp.

    Amendment No. 1 to

    Preliminary Proxy Statement on Schedule 14A

    Filed on August 14, 2020

    File No. 001-38823

Ladies and Gentlemen:

Set forth below are
the responses of Tortoise Acquisition Corp. (the “Company,” “TortoiseCorp,”
“we,” “us” or “our”) 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 August 25, 2020, with respect to the Company’s Amendment
No. 1 to the preliminary proxy statement, File No. 001-38823, filed with the Commission on August 14, 2020 (the “Preliminary
Proxy Statement”). Concurrently with the submission of this letter, the Company is filing an Amendment No. 2 to the
Preliminary Proxy Statement (“Amendment No. 2”).

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 Amendment No. 2, unless otherwise specified. All capitalized
terms not otherwise defined herein shall have the meaning assigned to them in Amendment No. 2.

Amendment No. 1 to Preliminary
Proxy Statement on Schedule 14A filed August 14, 2020

Information About Hyliion, page
151

 1. We note your response to comment 12, and reissue our comment. Please expand your disclosure,
here and elsewhere, to include all material terms of all material agreements entered into by Hyliion, including but not limited
to, duties and responsibilities of all relevant parties, consideration paid and services to be rendered, and timelines of significant
milestones. In the alternative, please provide us with a detailed legal analysis why you believe that such information is not material.

RESPONSE:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has concluded that all
of the material terms of the material agreements of Hyliion are described in the proxy statement. However, the Company has
revised the disclosure on pages 170-173 of Amendment No. 2 to provide additional information to investors regarding certain
of the agreements and non-binding letters of intent that Hyliion has entered into and which are referred to in
Hyliion’s investor presentation. The Company respectfully advises the staff that it has concluded that the agreement
with Dana Limited (the “Dana Commercial Agreement”), the agreements with Sensata Technologies, Inc. (the
“Sensata Collaboration Agreement” and the “Sensata Data Sharing Agreement”) and each of the
non-binding letters of intent with FEV North America Inc., IAV Automotive Engineering Inc., Lonestar Specialty Vehicles and
Fontaine Modification Company (collectively, the “Non-Binding LOIs”), are not material because they either (a) do
not create material rights or obligations of Hyliion, (b) were entered into in the ordinary course of Hyliion’s
business or (c) are agreements upon which Hyliion is not substantially dependent.

Securities and Exchange Commission

August 31, 2020

Page 2

The Dana Commercial
Agreement primarily relates to potential purchases of components, products or services in connection with the manufacture of Hyliion’s
solutions, and unless Dana is capable and willing to supply a reasonably competitive component, product or service on reasonably
competitive terms including as to timeline, quality and volume requirements, Hyliion has no obligation to purchase any such component,
product or service from Dana. Hyliion is currently evaluating the suitability of certain Dana components and products and has currently
identified only one component that is suitable for use in its solutions. The amounts payable by Hyliion under this agreement will
be largely based on manufacturing and sales needs of Hyliion in the future and are not material to Hyliion. Similarly, the sourcing
and service arrangements under the Dana Commercial Agreement are not material to Hyliion. Hyliion believes that there are sufficient
alternative suppliers and therefore Hyliion is not substantially dependent upon Dana.

Additionally, the Sensata
Collaboration Agreement is primarily an agreement to collaborate with respect to the development and supply of power distribution
units for use in certain of Hyliion’s products. Hyliion has not yet sourced a power distribution unit from Sensata for use
in its solutions. There are no material rights or obligations of Hyliion under this agreement. Accordingly, the Sensata Collaboration
Agreement is not a material agreement.

The Sensata Data Sharing
Agreement is primarily an agreement to collaborate in connection with predictive maintenance and data capture from trucks operated
by Hyliion. This data sharing arrangement does not create any material rights or obligations, and accordingly, such agreement is
not material.

Each of the Non-Binding
LOIs represents a framework for the negotiation of future contracts, purchase orders or other arrangements that are not currently
material to Hyliion. While the Company believes these Non-Binding LOIs are evidence of commercial traction with strategic partners,
and therefore helpful to investors in understanding Hyliion’s development, manufacturing and potential growth trajectory,
the Company does not believe that any individual Non-Binding LOI is material to Hyliion. These Non-Binding LOIs do not create any
material rights or obligations and are in the ordinary course. Accordingly, these Non-Binding LOIs are not material agreements.

Securities and Exchange Commission

August 31, 2020

Page 3

Finally, Hyliion has
entered into a non-binding collaboration with American Natural Gas and has been engaged in ongoing discussions with Faurecia Systèmes
d’Echappement and Symbio for future commercial agreements, but none of these collaborations or discussions constitute binding
contractual obligations on Hyliion and are therefore not material agreements.

Notwithstanding the
determination that the Company does not believe any of these arrangements constitute material agreements, the Company does believe
that an understanding of these arrangements and broader disclosure around some of the terms of these arrangements, when taken together,
may be helpful to investors in better understanding Hyliion’s business and future potential growth. Accordingly, the Company
has expanded the disclosure in Amendment No. 2 to provide additional information that it believes will be beneficial to investors.

 2. We note the Investor Presentation available on Hyliion’s website. Please revise this
section to ensure consistency with the disclosure provided in the presentation.

RESPONSE:	The
Company acknowledges the Staff’s comment and has revised the disclosure on pages 39, 137, 154-155, 157, 162 and 170-173
of Amendment No. 2 in response to the Staff’s comment.

*      *      *      *      *

Securities and Exchange Commission

August 31, 2020

Page 4

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
Brenda K. Lenahan of Vinson & Elkins L.L.P. at (212) 237-0133.

    Very truly yours,

    TORTOISE ACQUISITION CORP.

    By:
    /s/ Vincent T. Cubbage

    Name:
    Vincent T. Cubbage

    Title:
    Chief Executive Officer

Enclosures

    cc:
    Brenda K. Lenahan, Vinson & Elkins L.L.P.

    E. Ramey Layne, Vinson & Elkins L.L.P.

    Thomas Healy, Hyliion Inc.

    David Peinsipp, Cooley LLP

United States securities and exchange commission logo
August 25, 2020
Vincent T. Cubbage
Chief Executive Officer
Tortoise Acquisition Corp.
5100 W. 115th Place
Leawood, Kansas 66211
Re:Tortoise Acquisition Corp.
Amendment No. 1 to
Preliminary Proxy Statement on Schedule 14A
Filed August 14, 2020
File No. 001-38823
Dear Mr. Cubbage:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A filed August 14, 2020
Information About Hyliion, page 151
1.We note your response to comment 12, and reissue our comment.  Please expand your
disclosure, here and elsewhere, to include all material terms of all material agreements
entered into by Hyliion, including but not limited to, duties and responsibilities of all
relevant parties, consideration paid and services to be rendered, and timelines of
significant milestones.  In the alternative, please provide us with a detailed legal analysis
why you believe that such information is not material.
2.We note the Investor Presentation available on Hyliion's website.  Please revise this
section to ensure consistency with the disclosure provided in the presentation.

 FirstName LastNameVincent T. Cubbage
 Comapany NameTortoise Acquisition Corp.
 August 25, 2020 Page 2
 FirstName LastName
Vincent T. Cubbage
Tortoise Acquisition Corp.
August 25, 2020
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Ernest Greene, Staff Accountant, at (202) 551-3733 or Kevin Stertzel,
Staff Accountant, at (202) 551-3723 if you have questions regarding comments on the financial
statements and related matters.  Please contact Sergio Chinos, Staff Attorney, at (202) 551-
7844 or Asia Timmons-Pierce, Special Counsel, at (202) 551-3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Brenda Lenahan

CORRESP
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Tortoise Acquisition Corp.

5100 W. 115th Place

Leawood, KS 66211

August 14, 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: Tortoise Acquisition Corp.

Preliminary Proxy Statement on
Schedule 14A

Filed on July 10, 2020

File No. 001-38823

Ladies and Gentlemen:

Set forth below are
the responses of Tortoise Acquisition Corp. (the “Company,” “TortoiseCorp,”
“we,” “us” or “our”) 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 August 6, 2020, with respect to the Company’s preliminary
proxy statement, File No. 001-38823, filed with the Commission on July 10, 2020 (the “Preliminary Proxy Statement”).
Concurrently with the submission of this letter, the Company is filing an Amendment No. 1 to the Preliminary Proxy Statement (the
“Amended Proxy Statement”).

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 Amended Proxy Statement, unless otherwise specified. All
capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Amended Proxy Statement.

Preliminary Proxy Statement on
Schedule 14A filed July 10, 2020

General, page 1

 1. Please note the updating requirements of Rule 3-12 of Regulation S-X, as applicable.

RESPONSE: The
Company respectfully advises the Staff that it has included second quarter financial statements in the Amended Proxy Statement.

Securities and Exchange Commission

August 14, 2020

Page 2

 2. We note that you plan to issue shares of Class A Common Stock and Forward Purchase Units
assuming the Business Proposal is approved. Please tell us what exemption from the Securities Act you are relying upon and the
facts supporting your use of the exemption.

RESPONSE: The
Company respectfully advises the Staff that it is relying upon the exemption from registration provided by Section 4(a)(2) of the
Securities Act with respect to its proposed issuance of shares of Class A Common Stock and Forward Purchase Units (collectively,
the “Third-Party Issuance”) in connection with the Business Combination Agreement, Subscription Agreements
and Forward Purchase Agreement (collectively, the “Agreements”) and Section 3(a)(9) of the Securities
Act with respect to the issuance of shares of Class A Common Stock upon conversion of shares of Class B Common Stock upon consummation
of the business combination (the “Sponsor Issuance”) as provided in the Charter.

With respect to the
Third-Party Issuance, the Company determined, based in part on the manner of the Third-Party Issuance and the nature and limited
number of recipients participating in the Third-Party Issuance, that the proposed Third-Party Issuance under the Agreements does
not involve a “public offering” within the meaning of Section 4(a)(2) of the Securities Act. Based upon due diligence
conducted in connection with the business combination, the Company determined that each of the Historical Rollover Stockholders,
the Subscribers and Atlas Point Fund have sufficient knowledge and experience in financial and business matters that it, he or
she, as applicable, is capable of evaluating the merits and risks of the prospective investment in the Class A Common Stock and
Forward Purchase Units, as applicable. Additionally, the limited number of investors participating allowed negotiations with, and
offers to, the Historical Rollover Stockholders, the Subscribers and Atlas Point Fund to be conducted privately.

With respect to the
Sponsor Issuance, the Charter provides that each share of Class B Common Stock will convert into one share of Class A Common Stock
upon consummation of the business combination. The conversion is automatic, contingent only upon the closing of the business combination.

For the reasons stated
above, the Company determined that the Third-Party Issuance in connection with the Agreements and the Sponsor Issuance will be
exempt from registration under the Securities Act pursuant to Sections 4(a)(2) and 3(a)(9), respectively, thereof.

Cautionary Note Regarding Forward-Looking
Statements, page 27

 3. The second bullet on page 28 notes the risk that TortoiseCorp may not be able to obtain the
financing necessary to consummate the business combination. Please revise to clarify the financing referenced here.

RESPONSE: The
Company respectfully advises the Staff that it has revised the disclosure on page 28 of the Amended Proxy Statement to clarify
that the financing mentioned in this risk relates to the PIPE Financing and the sale of the Forward Purchase Units pursuant to
the Forward Purchase Agreement.

Securities and Exchange Commission

August 14, 2020

Page 3

Unaudited Pro Forma Condensed Combined
Financial Information, page 70

 4. You disclosed that notwithstanding the legal form of the business combination pursuant to
the Business Combination Agreement, the business combination is “intended” to be accounted for as a reverse recapitalization
in accordance with GAAP. You indicate that you “believe” that Hyliion will be the accounting acquirer based on evaluation
of your facts and circumstances. Please provide us with a comprehensive analysis as to how you determined that Hyliion, Inc. is
the accounting acquirer. Refer to ASC 805-10-55-10 through 15.

RESPONSE: The
Company respectfully advises the Staff that it has considered the provisions of ASC 805 and other pertinent accounting guidance
in making the statements that the business combination is intended to be accounted for as a reverse recapitalization in accordance
with GAAP and that we believe Hyliion will be the accounting acquirer. ASC 805 provides that in a business combination involving
the exchange of equity interests, all pertinent facts and circumstances should be considered. Under ASC 805, control is defined
as a controlling financial interest within the meaning of ASC 810-10-15-8. Pursuant to the Business Combination Agreement, at the
Closing, 100,000,000 shares of Class A Common Stock will be issued to the Historical Rollover Stockholders (inclusive of Hyliion
shares issued for the conversion of Hyliion Preferred Stock and Hyliion Convertible Notes) in the business combination in exchange
for all outstanding shares of Hyliion Common Stock, or reserved for issuance in respect of New Hyliion options issued in exchange
for outstanding pre-merger Hyliion Options. Assuming no redemptions from TortoiseCorp’s stockholders, Hyliion will receive
approximately $540 million, net of transaction costs, in exchange for an approximately 40% equity interest in its business at the
Closing. Additionally, there are 19.1 million public warrants that are in-the-money, that if exercised would require an additional
investment of approximately $219 million, which would, at the maximum potential amount, bring the TortoiseCorp stockholders’
ownership percentage to approximately 45%.

For the purposes of
ASC 805-10-55-12, TortoiseCorp is the issuer of equity interests, and in a business combination effected primarily by exchanging
equity interests, the acquirer usually is the entity that issues its equity interests. However, in some business combinations,
commonly called reverse acquisitions, the issuing entity may be the acquiree. Because of this, TortoiseCorp considered other pertinent
facts and circumstances in identifying the acquirer in the Business Combination Agreement, which will be effected by exchanging
equity interests. As part of this analysis, TortoiseCorp considered the following indicators in determining that Hyliion is the
accounting acquirer:

 ● No individual equity holder or affiliates will have a majority of the voting power – TortoiseCorp
also considered ASC 805-10-55-12(a): assuming there are no redemptions of Class A Common Stock and 100% exercise of public warrants
(which, from a sensitivity perspective, would result in the maximum potential dilution to Hyliion stockholders) the stockholders
of Hyliion and TortoiseCorp would hold, on a combined basis, 55.3% and 44.7%, respectively. As Hyliion’s stockholders are
representative of the group that retains or receives the largest portion of voting rights, this factor supports Hyliion as the
accounting acquirer.

Securities and Exchange Commission

August 14, 2020

Page 4

 ● No individual equity holder or affiliate holds a significant minority interest – TortoiseCorp
also considered ASC 805-10-55-12(b): the largest minority voting interest will be held by Hyliion’s founder and Chief Executive
Officer, Thomas Healy. Assuming there are no redemptions of Class A Common Stock, Mr. Healy will hold 19.4% of the post-merger
voting interest of New Hyliion. Additionally, no individual or entity among the Subscribers will hold over 5% of the post-merger
voting interest of New Hyliion. TortoiseCorp determined this factor supports Hyliion as the accounting acquirer.

 ● The initial seven member New Hyliion Board will consist in part of four Hyliion appointed directors
– TortoiseCorp also considered ASC 805-10-55-12(c): upon consummation of the business combination, TortoiseCorp anticipates
that the New Hyliion Board will consist of seven members divided into three separate classes, designated as follows:

 o Class I comprised of one director appointed by Hyliion and one director appointed by TortoiseCorp;

 o Class II comprised of two directors appointed by Hyliion and one director appointed by TortoiseCorp;
and

 o Class III comprised of one director appointed by Hyliion and an independent director that will
be mutually agreed upon by Hyliion and TortoiseCorp.

Further, it is expected
that one of the directors appointed by Hyliion will be designated Chairman of the New Hyliion Board upon the Closing. As such,
the Company believes that Hyliion will have board representation at a ratio of 4:7, expects to exert significant influence in determining
the remaining independent director and does not anticipate a change in strategic priorities based on the governing body. TortoiseCorp
determined this factor supports Hyliion as the accounting acquirer.

 ● Hyliion’s senior management will remain as the senior management of New Hyliion – TortoiseCorp
considered ASC 805-10-55-12(d): Hyliion’s current Chief Executive Officer, Chief Financial Officer and other key executives
will continue in such executive positions of New Hyliion. No TortoiseCorp executives will continue in such executive officer positions
at New Hyliion. TortoiseCorp determined this factor supports Hyliion as the accounting acquirer.

 ● TortoiseCorp believes that the indicators under ASC 805-10-55-12(e) and 55-13 are not determinative.

Although TortoiseCorp
will issue equity pursuant to the Business Combination Agreement, TortoiseCorp believes that Hyliion will have the ability to influence
the business affairs of New Hyliion because Hyliion’s senior management will constitute the senior management of New Hyliion
and because Hyliion will appoint four of the seven board members it will have a stronger board representation than TortoiseCorp.
Additionally, existing Hyliion stockholders will continue to hold a majority voting interest in New Hyliion following the business
combination. Accordingly, TortoiseCorp respectfully advises the Staff that it has determined that, pursuant to ASC 805, and based
on the factors discussed above, Hyliion is the accounting acquirer.

Securities
and Exchange Commission

August 14, 2020

Page 5

Unaudited Pro Forma Condensed Combined
Balance Sheet, page 72

 5. Please revise your balance sheet to show the historical and pro forma common stock issued
and outstanding on the face of the pro forma balance sheet.

RESPONSE: The
Company respectfully advises the Staff that it has revised the balance sheet on page 72 of the Amended Proxy Statement to show
the historical and pro forma common stock issued and outstanding on its face.

Notes to Unaudited Pro Forma Condensed
Combined Financial Statements

Adjustments to Unaudited Pro Forma
Condensed Combined Statements of Operations, page 78

 6. In regards to note 1(c), you indicate that this amount reflects the income tax effect of
pro forma adjustments. Please revise your disclosure to discuss the income tax rate used to determine the tax effect of your adjustments.
Refer to Instruction 7 of Rule 11-02(b) of Regulation S-X for guidance.

RESPONSE: The
Company respectfully advises the Staff that it has incurred income tax expenses primarily related to investment income held in
the Trust Account. The Company is eliminating this income tax expense because this income tax expense would not have been incurred
if the business combination had been consummated on January 1, 2019. The Company has revised page 77 of the Amended Proxy Statement
accordingly.

Satisfaction of 80% Test, page
80

 7. Please expand your disclosure to address how the board concluded that the fair market value
of Hyliion meets this test.

RESPONSE: The
Company advises the Staff that it has revised the disclosure on page 109 of the Amended Proxy Statement in response to the Staff’s
comment.

Proposal No. 4—The Additional
Charter Proposal, page 123

 8. We note that you plan to amend your charter to make such other changes that the TortoiseCorp
Board deems appropriate for a public operating company. Please identify all of the amendments proposed to be made to your charter,
the reasons for and the general effect of such amendment in the proxy statement. For example, we note that your second amended
and restated certificate of incorporation includes a new federal forum provision for Securities Act claims in Article VII B that
is not identified in this section.

RESPONSE: The
Company advises the Staff that it has revised the disclosure on pages 123 and 198–199 of the Amended Proxy Statement in response
to the Staff’s comment to include a comparison of the additional amendments proposed to be made to the Company’s charter,
including amendments to the supermajority voting, corporate opportunity doctrine and exclusive forum provisions.

Securities
and Exchange Commission

August 14, 2020

Page 6

Overview, page 134

 9. Please clarify here and elsewhere that Agility Transport may terminate the Agility Pre-Launch
Agreement prior to purchasing all or any portion of the 1,000 Hypertruck ERX equipped trucks it pre-ordered.

RESPONSE: The
Company advises the Staff that it has revised the disclosure on pages 134, 137 and 159 of the Amended Proxy Statement in response
to the Staff’s comment.

Management’s Discussion and
Analysis of Financial Condition and Results of Operations of Hyliion

Liquidity and Capital Resources,
page 140

 10. In your discussion of cash flows for fiscal 2019, you state that cash used primarily related
to Hyliion’s net loss of $19.3 million, adjusted for changes in Hyliion’s working capital accounts and certain non-cash
expense. Please expand your narrative to more fully discuss and quantify such working capital changes, including the fluctuations
to accounts payable expenses and operating lease liabilities.

RESPONSE: The Company
advises the Staff that it has revised the disclosure on page 141 of the Amended Proxy Statement in response to the Staff’s
comment.

Critical Accounting Policies and
Estimates, page 143

 11. We note your critical accounting policy disclosures related to business combinations, share
based compensation, convertible notes payable derivative liabilities and income taxes appear to only reference the disclosures
in your significant accounting policies footnote. Please be advised these disclosures are meant to provide investors greater insight
into the quality and variability of information regarding your financ

United States securities and exchange commission logo
August 6, 2020
Vincent T. Cubbage
Chief Executive Officer
Tortoise Acquisition Corp.
5100 W. 115th Place
Leawood, Kansas 66211
Re:Tortoise Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed July 10, 2020
File No. 001-38823
Dear Mr. Cubbage:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed July 10, 2020
General, page 1
1.Please note the updating requirements of Rule 3-12 of Regulation S-X, as applicable.
2.We note that you plan to issue shares of Class A Common Stock and Forward Purchase
Units assuming the Business Proposal is approved.  Please tell us what exemption from
the Securities Act you are relying upon and the facts supporting your use of the
exemption.
Cautionary Note Regarding Forward-Looking Statements, page 27
3.The second bullet on page 28 notes the risk that TortoiseCorp may not be able to obtain
the financing necessary to consummate the business combination. Please revise to clarify
the financing referenced here.

 FirstName LastNameVincent T. Cubbage
 Comapany NameTortoise Acquisition Corp.
 August 6, 2020 Page 2
 FirstName LastName
Vincent T. Cubbage
Tortoise Acquisition Corp.
August 6, 2020
Page 2
Unaudited Pro Forma Condensed Combined Financial Information, page 70
4.You disclosed that notwithstanding the legal form of the business combination pursuant to
the Business Combination Agreement, the business combination is “intended” to be
accounted for as a reverse recapitalization in accordance with GAAP. You indicate that
you “believe” that Hyliion will be the accounting acquirer based on evaluation of your
facts and circumstances.  Please provide us with a comprehensive analysis as to how you
determined that Hyliion, Inc. is the accounting acquirer.  Refer to ASC 805-10-55-10
through 15.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 72
5.Please revise your balance sheet to show the historical and pro forma common stock
issued and outstanding on the face of the pro forma balance sheet.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations, page 78
6.In regards to note 1(c), you indicate that this amount reflects the income tax effect of pro
forma adjustments.  Please revise your disclosure to discuss the income tax rate used to
determine the tax effect of your adjustments.  Refer to Instruction 7 of Rule 11-02(b) of
Regulation S-X for guidance.
Satisfaction of 80% Test, page 80
7.Please expand your disclosure to address how the board concluded that the fair market
value of Hyliion meets this test.
Proposal No. 4—The Additional Charter Proposal, page 123
8.We note that you plan to amend your charter to make such other changes that the
TortoiseCorp Board deems appropriate for a public operating company. Please identify all
of the amendments proposed to be made to your charter, the reasons for and the general
effect of such amendment in the proxy statement. For example, we note that your second
amended and restated certificate of incorporation includes a new federal forum provision
for Securities Act claims in Article VII B that is not identified in this section.
Overview, page 134
9.Please clarify here and elsewhere that Agility Transport may terminate the Agility Pre-
Launch Agreement prior to purchasing all or any portion of the 1,000 Hypertruck ERX
equipped trucks it pre-ordered.

 FirstName LastNameVincent T. Cubbage
 Comapany NameTortoise Acquisition Corp.
 August 6, 2020 Page 3
 FirstName LastName
Vincent T. Cubbage
Tortoise Acquisition Corp.
August 6, 2020
Page 3
Management’s Discussion and Analysis of Financial Condition and Results of Operations of
Hyliion
Liquidity and Capital Resources, page 140
10.In your discussion of cash flows for fiscal 2019, you state that cash used primarily related
to Hyliion’s net loss of $19.3 million, adjusted for changes in Hyliion’s working capital
accounts and certain non-cash expense.  Please expand your narrative to more fully
discuss and quantify such working capital changes, including the fluctuations to accounts
payable expenses and operating lease liabilities.
Critical Accounting Policies and Estimates, page 143
11.We note your critical accounting policy disclosures related to business combinations,
share based compensation, convertible notes payable derivative liabilities and income
taxes appear to only reference the disclosures in your significant accounting policies
footnote. Please be advised these disclosures are meant to provide investors greater insight
into the quality and variability of information regarding your financial condition and
operating performance. While accounting policy notes in financial statements generally
describe the methods used to apply an accounting principle, the discussion in MD&A
should present a company's analysis of the uncertainties involved in applying a principle
at a given time or the variability that is reasonably likely to result from application over
time. Please expand your disclosures to quantify and discuss the impact of your estimates
related to these critical accounting policies during each period presented. Refer to SEC
Interpretive Release 33-8350 for guidance on MD&A disclosures.
Information about Hyliion, page 147
12.We note your disclosure that you plan to expand into international markets. We also note
your disclosure that there already exists a worldwide fueling infrastructure to support
fleets equipped with Hyliion’s solutions. Please revise to include disclosure regarding
your expansion and the CNG fueling stations infrastructure in those markets.
13.We note your disclosure that you have entered into strategic alliances.  Please disclose
the nature of those alliances and any material terms related to such agreements.
CNG and RNG as a Fuel, page 152
14.We note your disclosure that there 700 currently available CNG fueling stations in North
America for Class 8 commercial vehicles. We also note that your Class 8 commercial
vehicle will have up to 1,300 miles of range before refueling. Please elaborate on the
geographic locations of the refueling stations in which your potential customers serve. For
example, please discuss whether there are states or countries that have limited or no
refueling stations.

 FirstName LastNameVincent T. Cubbage
 Comapany NameTortoise Acquisition Corp.
 August 6, 2020 Page 4
 FirstName LastName
Vincent T. Cubbage
Tortoise Acquisition Corp.
August 6, 2020
Page 4
Exclusive Forum, page 201
15.We note your disclosure that your exclusive forum provision applies to "derivative actions
brought in our name, actions against directors, officers and employees for breach of
fiduciary duty and other similar actions (other than actions arising under the Securities Act
or the Exchange Act)." We also note that in Article VII B you have designated the federal
district courts of the United States of America as the exclusive forum for the resolution of
any complaint asserting a cause of action arising under the Securities Act of 1933, as
amended. Please revise to ensure that your disclosure is consistent with the scope of your
exclusive forum provisions.  If your 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, or tell us how you will inform investors in
future filings that the provision does not apply to any actions arising under the Securities
Act or Exchange Act. Please consider including appropriate risk factor disclosure related
to your exclusive forum provisions.
Registration Rights, page 209
16.Please disclose any potential cash penalties under the registration rights agreement, if
applicable.  Please also disclose any additional penalties that could result from delays in
registering your common stock.  Refer to FASB ASC 825-20-50-1.
Financial Statements
8. Subsequent Events, page F-17
17.Please revise your disclosures here and on page F-35 to indicate the date through which
subsequent events were evaluated.  Refer to ASC 855-10-50-1a.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Ernest Greene, Staff Accountant, at (202) 551-3733 or Kevin Stertzel,
Staff Accountant, at (202) 551-3723 if you have questions regarding comments on the financial
statements and related matters.  Please contact Sergio Chinos, Staff Attorney, at (202) 551-
7844 or Asia Timmons-Pierce, Special Counsel, at (202) 551-3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Brenda Lenahan

CORRESP
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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]

CORRESP
1
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Tortoise Acquisition Corp.

452 Fifth Avenue, 14th Floor

New York, NY 10018

(913) 981-1020

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:

Tortoise Acquisition Corp. (the “Company”)
hereby requests that the effective date of the Company’s Registration Statement on Form S-1, as amended (File No. 333-229537),
be accelerated under Rule 461 of the Securities Act of 1933, as amended, so that it will be declared effective at 4:00 p.m. (Eastern
time) on February 27, 2019, or as soon thereafter as possible.

We request that we be notified of such
effectiveness by a telephone call to Brenda Lenahan of Vinson & Elkins L.L.P. at (212) 237-0133 and that such effectiveness
also be confirmed in writing.

[Remainder
of page intentionally left blank.]

    Sincerely,

    Tortoise
    Acquisition Corp.

    By:
    /s/
    Vincent     T. Cubbage

    Name:
    Vincent
    T. Cubbage

    Title:
    President
    and Chief Executive Officer

    cc:
    Skadden,
    Arps, Slate, Meagher & Flom LLP

    Gregg
    A. Noel

    Jonathan
    B. Ko

    Vinson
    & Elkins L.L.P.

    Brenda
    Lenahan

    E.
    Ramey Layne

[Signature
Page to Company Acceleration Request]

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