Filing summary
Issuer identity: The supplied filing is Tortoise Acquisition Corp.’s Form 10-Q, not a filing by Hyliion Holdings Corp. Tortoise was a blank-check company seeking a business combination; the filing does not report Hyliion operating results.
Business context and reporting period
The filing covers the quarter and six months ended June 30, 2019, and was signed August 12, 2019. Tortoise completed its IPO on March 4, 2019 and was evaluating potential acquisition targets. It had no operating revenue or commenced operations. No prior-year comparable-period results are presented.
Financial results and position
| Metric | Three months ended June 30, 2019 | Six months ended June 30, 2019 |
|---|---|---|
| Operating revenue | None | None |
| Trust investment income | $1.306 million | $1.697 million |
| Operating loss | $233,340 | $359,416 |
| Net income | $808,915 | $1.002 million |
| Net income per Class A share | $0.03 | $0.04 |
- At June 30, total assets were $235.9 million, including $234.4 million in the Trust Account and $1.28 million in operating cash.
- Current liabilities were $300,746. Total liabilities were $8.58 million, including $8.13 million of deferred underwriting commissions and $150,000 of deferred legal fees. The Sponsor note had been repaid; the company reported no long-term debt.
- Redeemable Class A shares of $222.34 million were classified as temporary equity, outside permanent stockholders’ equity. Stockholders’ equity was $5.00 million.
- For the six months, operating cash used was $465,645; investing cash used was $232.70 million, primarily reflecting the Trust Account deposit; financing cash provided was $234.45 million. Ending cash was $1.28 million.
- The filing gives no operating margin; the company had no operating revenue.
Changes, outlook, risks and unusual items
- The March IPO raised approximately $233.0 million gross, and a concurrent private placement of warrants raised approximately $6.66 million. Approximately $233.0 million was deposited in the Trust Account. IPO costs were approximately $13.36 million, including deferred underwriting commissions.
- Management said available working capital and borrowing capacity should meet needs through the earlier of a business combination or one year from the filing. It expected to use funds for public-company costs and target identification, diligence and transaction expenses; this is not operating-business guidance.
- The company had no definitive business-combination agreement. Its 24-month combination period ran through March 4, 2021. Failure to complete a combination would generally require redemption of public shares and liquidation; warrants could expire worthless.
- A forward purchase agreement could provide up to $150 million at a combination, but Atlas Point Fund’s purchase was conditional and entirely at its discretion.
- Management identified risks including failure to find or complete a suitable transaction, availability of financing, potential claims against Trust Account assets, and conflicts arising from management’s other activities. The filing reported no material change to previously disclosed risk factors and no legal proceedings.
- Disclosure controls were assessed as effective, with no material change in internal control over financial reporting reported.
Investor verification points
- Confirm issuer identity: this filing is for Tortoise Acquisition Corp., not Hyliion Holdings Corp.
- Verify the status, terms and eventual outcome of any business combination; none was definitive as of this filing.
- Check Trust Account balances, redemption terms, and the deferred underwriting commission payable upon a completed combination.
- Assess whether the conditional forward purchase funding was obtained and how public-share redemptions affected transaction financing.
- Distinguish trust-generated investment income from operating revenue: the filing reports no operating business revenue.