Filing Summary
Business Context and Reporting Period
This Form 8-K was filed by Tortoise Acquisition Corp. on March 8, 2019, reporting events completed on March 4, 2019. Tortoise Acquisition Corp. was a special purpose acquisition company and is the registrant identified in this filing; the filing does not identify Hyliion as the registrant.
Transaction and Key Financial Metrics
- The company completed an initial public offering of 23,300,917 units at $10.00 per unit, including 800,917 units issued through a partial exercise of the underwriters’ over-allotment option.
- Each unit consisted of one Class A common share and one-half of a redeemable warrant. Each whole warrant permits the holder to purchase one Class A common share at $11.50 per share.
- The company also sold 6,660,183 private placement warrants to Tortoise Borrower LLC at $1.00 per warrant.
- Net IPO and private placement proceeds of $233,009,170 were deposited into a U.S.-based trust account at JPMorgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company serving as trustee.
- The trust account amount included $8,128,108.45 of deferred underwriting discounts and commissions.
- The filing reports no operating revenue, profit, cash flow, margins, debt balances, or liquidity metrics beyond the IPO proceeds and trust account deposit.
Material Changes Versus Prior Period
The material change was the completion of the company’s IPO and concurrent private placement, resulting in the deposit of $233.0 million into the trust account. The filing does not provide a prior comparable operating period or financial statement metrics for comparison.
Guidance, Outlook, Risks, and Unusual Items
- No financial guidance or operating outlook is provided.
- The trust account structure and redeemable warrants are notable features of the SPAC offering.
- Deferred underwriting discounts and commissions of $8.1 million were included in the reported trust account amount.
- The filing includes an audited balance sheet as of March 4, 2019 as Exhibit 99.1, but the supplied text does not provide its detailed line items.
Investor Verification Checklist
- Verify the audited March 4, 2019 balance sheet and the precise accounting for the trust account, warrants, and deferred underwriting discounts.
- Confirm the terms governing redemption rights, warrant exercise, and the eventual use of the trust proceeds.
- Verify the identity of the eventual target company and any subsequent business-combination disclosures; those matters are not addressed in this filing excerpt.