September 30, 2022 Delaware (IRS Employer 2. Summary of Significant Accounting Policies Coronavirus Pandemic these balances to date. The Proceedings health, employment and other matters. The Company Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS report and our audited consolidated financial statements and related notes thereto in our 2021 Annual Report. CONTROLS AND PROCEDURES DEFAULTS UPON SENIOR SECURITIES MINE SAFETY DISCLOSURES OTHER INFORMATION Thomas Healy Chief Financial OfficerMarch 31, 2019TORTOISE ACQUISITIONDelaware83-253800283-2538002 (State or Other Jurisdiction
of Incorporation)
Identification No.)11550 Ash Street, Suite 300Leawood, KS6621178613 (Address of Principal Executive Offices) (Zip Code) (913) 981-1020☐x No ☒** The registrant became subject to such requirements on February 27, 2019, and it has filed all reports so required since that date.☒x No ☐Large accelerated filer x ☐Accelerated filer ☐ Non-accelerated filer ☐ ☒Smaller reporting company ☒☐Emerging growth company ☒☐☒☐ No ☐xTitle of each class Trading symbol(s) Name of each exchange on which registered Units, each consisting of one share of Class A common stock and one-half of one redeemable warrantSHLL.UNew YorkCommon Stock, ExchangeClass A common stock, par value $0.0001 per shareSHLLHYLNThe New York Stock Exchange Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per shareSHLL WSNew York Stock ExchangeMay 8, 2019, 23,300,917November 1, 2022, 179,714,124 shares of Class A common stock, par value $0.0001 per share, and 5,825,230 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.
outstanding.TORTOISE ACQUISITION CORP.Form 10-QPage No.Page PART I. FINANCIAL INFORMATION Condensed Balance Sheets as of March 31, 2019 (Unaudited) and December 31, 20181Unaudited 2Unaudited Condensed StatementConsolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2019Unaudited Notes to Unaudited Condensed Financial Statements5151919PART II. OTHER INFORMATION 20Item 1A.Risk Factors20202020Item 5. 20ExhibitsiI—I. FINANCIAL INFORMATIONItemFinancial StatementsTORTOISE ACQUISITIONFINANCIAL STATEMENTS March 31, 2019 December 31, 2018 (Unaudited) Assets: Current assets: Cash $ 1,416,892 $ — Prepaid expenses 308,013 — Total current assets 1,724,905 — Investments held in Trust Account 233,399,676 — Deferred offering costs associated with initial public offering — 400,143 Total assets $ 235,124,581 $ 400,143 Liabilities and Stockholders’ Equity: Current liabilities: Accounts payable $ 31,809 $ 10,804 Accrued expenses 161,853 303,500 Note payable to Sponsor — 61,430 Accrued franchise tax 50,000 — Accrued income tax 71,506 — Total current liabilities 315,168 375,734 Deferred legal fees associated with initial public offering 150,000 — Deferred underwriting commissions associated with initial public offering 8,128,108 — Total liabilities 8,593,276 375,734 Commitments: Class A common stock, $0.0001 par value; 22,153,130 and -0- shares subject to possible redemption at $10.00 per share as of March 31, 2019 and December 31, 2018, respectively 221,531,300 — Stockholders’ Equity: Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2019 and December 31, 2018 — — Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 1,147,787 and -0- shares issued and outstanding (excluding 22,153,130 and -0- shares subject to possible redemption) as of March 31, 2019 and December 31, 2018, respectively 115 — Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,825,230 and 6,468,750 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively(1)(2) 583 647 Additional paid-in capital 4,806,974 24,353 Retained earnings (accumulated deficit) 192,333 (591 ) Total stockholders’ equity 5,000,005 24,409 Total Liabilities and Stockholders’ Equity $ 235,124,581 $ 400,143 (1)Share amounts have been retroactively restated to reflect the stock dividend of 718,750 shares of Class B common stock in February 2019 (see Note 4).(2)Share amounts include up to 843,750 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On March 4, 2019, the underwriters partially exercised their over-allotment option and on March 7, 2019, the underwriters waived the remainder of their over-allotment option. In connection therewith, the Sponsor forfeited 643,520 shares of Class B common stock for cancellation by the Company.September 30,
2022December 31,
2021(Unaudited) Assets Current assets Cash and cash equivalents $ 154,161 $ 258,445 Accounts receivable 894 70 Inventory 140 114 Prepaid expenses and other current assets 5,876 9,068 Short-term investments 232,917 118,787 Total current assets 393,988 386,484 Property and equipment, net 5,772 2,235 Operating lease right-of-use assets 6,792 7,734 Intangible assets, net 195 235 Other assets 1,730 1,535 Long-term investments 68,422 180,217 Total assets $ 476,899 $ 578,440 Liabilities and stockholders’ equity Current liabilities Accounts payable $ 2,279 $ 7,455 Current portion of operating lease liabilities 325 21 Accrued expenses and other current liabilities 14,168 7,759 Total current liabilities 16,772 15,235 Operating lease liabilities, net of current portion 7,399 8,623 Other liabilities 1,492 667 Total liabilities 25,663 24,525 Commitments and contingencies (Note 11) Stockholders’ equity 18 17 Additional paid-in capital 396,085 374,795 Retained earnings 55,133 179,103 Total stockholders’ equity 451,236 553,915 Total liabilities and stockholders’ equity $ 476,899 $ 578,440 TORTOISE ACQUISITIONSTATEMENTCONSOLIDATED STATEMENTS OF OPERATIONS For The Three Months
Ended March 31,
2019 General and administrative expenses $ 66,076 Administrative expenses - related party 10,000 Franchise tax expense 50,000 Loss from operations (126,076 ) Investment income from investments held in Trust Account 390,506 Income before income tax expense 264,430 Income tax expense 71,506 Net income $ 192,924 Weighted average shares outstanding of Class A common stock 23,300,917 Basic and diluted net income per share, Class A $ 0.01 Weighted average shares outstanding of Class B common stock 5,825,230 Basic and diluted net income per share, Class B $ — Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues Product sales and other $ 499 $ — $ 1,011 $ — Total revenues 499 — 1,011 — Cost of revenues Product sales and other 2,916 — 7,160 — Total cost of revenues 2,916 — 7,160 — Gross loss (2,417) — (6,149) — Operating expenses Research and development (52,678) (18,150) (88,543) (40,871) Selling, general and administrative (10,264) (8,660) (32,255) (26,111) Total operating expenses (62,942) (26,810) (120,798) (66,982) Loss from operations (65,359) (26,810) (126,947) (66,982) Interest income 1,926 195 3,066 561 Gain (Loss) on disposal of assets 46 — (89) — Net loss $ (63,387) $ (26,615) $ (123,970) $ (66,421) Net loss per share, basic and diluted $ (0.36) $ (0.15) $ (0.71) $ (0.39) Weighted-average shares outstanding, basic and diluted 174,345,022 172,987,672 173,945,156 171,842,664 2TORTOISE ACQUISITIONSTATEMENTCONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY For the Three Months Ended March 31, 2019 Common Stock Additional Retained earnings Total Class A Class B(1)(2) Paid-In (Accumulated Stockholders’ Shares Amount Shares Amount Capital Deficit) Equity Balances - December 31, 2018 — $ — 6,468,750 $ 647 $ 24,353 $ (591 ) $ 24,409 Sale of units in initial public offering, gross 23,300,917 2,330 — — 233,006,840 — 233,009,170 Offering costs — — — — (13,355,381 ) — (13,355,381 ) Sale of private placement warrants to Sponsor in private placement — — — — 6,660,183 — 6,660,183 Forfeiture of Class B common stock — — (643,520 ) (64 ) 64 — — Common stock subject to possible redemption (22,153,130 ) (2,215 ) — — (221,529,085 ) — (221,531,300 ) Net income — — — — — 192,924 192,924 Balances - March 31, 2019 (unaudited) 1,147,787 $ 115 5,825,230 $ 583 $ 4,806,974 $ 192,333 $ 5,000,005 (1)Share amounts have been retroactively restated to reflect the stock dividend of 718,750 shares of Class B common stock in February 2019 (see Note 4).(2)Share amounts include up to 843,750 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On March 4, 2019, the underwriters partially exercised their over-allotment option and on March 7, 2019, the underwriters waived the remainder of their over-allotment option. In connection therewith, the Sponsor forfeited 643,520 shares of Class B common stock for cancellation by the Company.Nine Months Ended September 30, 2022 Common Stock Additional
Paid-In
CapitalRetained Earnings Total
Stockholders’
EquityShares Amount Balance at December 31, 2021 173,468,979 $ 17 $ 374,795 $ 179,103 $ 553,915 Exercise of common stock options and vesting of restricted stock units, net 336,155 — (92) — (92) Share-based compensation — — 1,563 — 1,563 Net loss — — — (27,108) (27,108) Balance at March 31, 2022 173,805,134 17 376,266 151,995 528,278 Exercise of common stock options and vesting of restricted stock units, net 193,834 — 15 — 15 Share-based compensation — — 1,922 — 1,922 Net loss — — — (33,475) (33,475) Balance at June 30, 2022 173,998,968 17 378,203 118,520 496,740 Issuance of common stock for acquisition 5,500,000 1 16,114 — 16,115 Exercise of common stock options and vesting of restricted stock units, net 146,905 — (15) — (15) Share-based compensation — — 1,783 — 1,783 Net loss — — — (63,387) (63,387) Balance at September 30, 2022 179,645,873 $ 18 $ 396,085 $ 55,133 $ 451,236 Nine Months Ended September 30, 2021 Common Stock Additional
Paid-In
CapitalRetained Earnings Total
Stockholders’
EquityShares Amount Balance at December 31, 2020 169,316,421 $ 19 $ 364,998 $ 275,151 $ 640,168 Common stock issued for warrants exercised, net of issuance costs 371,535 — 4,282 — 4,282 Exercise of common stock options and vesting of restricted stock units, net 1,831,855 — 287 — 287 Share-based compensation — — 1,510 — 1,510 Net loss — — — (16,562) (16,562) Balance at March 31, 2021 171,519,811 19 371,077 258,589 629,685 Exercise of common stock options and vesting of restricted stock units, net 1,278,527 1 215 — 216 Share-based compensation — — 1,917 — 1,917 Net loss — — — (23,244) (23,244) Balance at June 30, 2021 172,798,338 20 373,209 235,345 608,574 Exercise of common stock options and vesting of restricted stock units, net 322,650 — 50 — 50 Share-based compensation — — 545 — 545 Net loss — — — (26,615) (26,615) Balance at September 30, 2021 173,120,988 $ 20 $ 373,804 $ 208,730 $ 582,554 3TORTOISE ACQUISITIONSTATEMENTCONSOLIDATED STATEMENTS OF CASH FLOWS For The Three Months
Ended March 31,
2019 Cash Flows from Operating Activities: Net income $ 192,924 Adjustments to reconcile net income to net cash used in operating activities: General and administrative expenses paid by Sponsor 4,218 Investment income from investments held in Trust Account (390,506 ) Changes in operating assets and liabilities: Prepaid expenses (55,213 ) Accounts payable 31,218 Accrued expenses 76,853 Accrued franchise tax 50,000 Accrued income tax 71,506 Net cash used in operating activities (19,000 ) Cash Flows from Investing Activities: Cash deposited in Trust Account (233,009,170 ) Net cash used in investing activities (233,009,170 ) Cash Flows from Financing Activities: Gross proceeds received from initial public offering 233,009,170 Proceeds received from sale of private placement warrants 6,660,183 Repayment of note payable to Sponsor (579,658 ) Offering costs paid (4,644,633 ) Net cash provided by financing activities 234,445,062 Net increase in cash 1,416,892 Cash - beginning of the period — Cash - end of the period $ 1,416,892 Supplemental Disclosure of Noncash Activities: Reduction of accounts payable paid by Sponsor included in note payable $ 10,213 Offering costs included in accrued expenses $ 85,000 Offering costs included in note payable $ 250,997 Deferred underwriting commissions associated with the initial public offering $ 8,128,108 Deferred legal fees associated with the initial public offering $ 150,000 Prepaid expenses included in note payable $ 252,800 Value of common stock subject to possible redemption $ 221,531,300 Nine Months Ended September 30, 2022 2021 Cash flows from operating activities Net loss $ (123,970) $ (66,421) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 823 657 Amortization and accretion of investments 1,300 1,318 Noncash lease expense 922 720 Inventory write-down 5,634 — Loss on disposal of assets 89 — Share-based compensation 5,268 3,972 Acquired in-process research and development (Note 3) 28,752 — Changes in operating assets and liabilities: Accounts receivable (824) (267) Inventory (5,660) — Prepaid expenses and other assets 3,097 3,646 Accounts payable (5,201) 5,617 Accrued expenses and other liabilities 7,228 1,309 Operating lease liabilities (900) (373) Net cash used in operating activities (83,442) (49,822) Cash flows from investing activities Purchase of property and equipment and other (2,621) (2,213) Proceeds from sale of property and equipment 33 — Purchase of in-process research and development (14,428) — Payments for security deposit, net — (29) Purchase of investments (160,116) (268,714) Proceeds from sale and maturity of investments 156,382 205,355 Net cash used in investing activities (20,750) (65,601) Cash flows from financing activities Proceeds from exercise of stock warrants, net of issuance costs — 16,257 Payments for Paycheck Protection Program loan — (908) Proceeds from exercise of common stock options 65 553 Taxes paid related to net share settlement of equity awards (157) — Net cash (used in) provided by financing activities (92) 15,902 Net decrease in cash and cash equivalents and restricted cash (104,284) (99,521) Cash and cash equivalents and restricted cash, beginning of period 259,110 389,705 Cash and cash equivalents and restricted cash, end of period $ 154,826 $ 290,184 Supplemental disclosure of noncash investing and financing activities: Common stock issued for purchase of assets $ 16,115 $ — Acquisitions of property and equipment included in accounts payable and other $ 66 $ 20 TORTOISE ACQUISITIONDescription of OrganizationOverviewBusiness OperationsOrganization and GeneralTortoise Acquisition Corp. (the “Company”) was incorporated in Delaware on November 7, 2018. its wholly-owned subsidiary, unless expressly indicated or the context otherwise requires.was formeddesigns and develops hybrid and fully electric powertrain systems for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization Class 8 semi-trucks which modify semi-tractors into hybrid and range-extending electric vehicles, respectively. The Company’s hybrid system utilizes intelligent electric drive axles with advanced algorithms and battery technology to optimize vehicle performance, enabling fleets to access an easy, efficient way to decrease fuel expenses, lower emissions and/or similar business combination with one or more businesses (the “Initial Business Combination”improve vehicle performance (“Hybrid”). The Hypertruck ERXTM system utilizes an intelligent electric powertrain with advanced algorithms to optimize emissions performance and efficiency with no new infrastructure required. The Hypertruck ERX system enables fleets to reduce the cost of ownership while providing the ability to deliver net-negative carbon emissions and operate fully electric when needed. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).As of March 31, 2019, the Company had not commenced any operations. All activity for the period from November 7, 2018 (date of inception) to March 31, 2019 relates to the Company’s formationrecently launched its commercial Hybrid system, and the initial public offering (the “Initial Public Offering”) described below, and sinceHypertruck ERX system is in the closing of the Initial Public Offering, the identification and evaluation of prospective acquisition targets for an Initial Business Combination and ongoing administrative and compliance matters.design verification phase. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income earned on investments from the net proceeds derived from the Initial Public Offering. The Company has selected December 31st as its fiscal year end.Sponsor and Initial Public OfferingThe Company’s sponsor is Tortoise Sponsor LLC, a Delaware limited liability company (the “Sponsor”). As described in Note 3, on March 4, 2019, the Company consummated the Initial Public Offering of 23,300,917 of its units (the “Units”), including 800,917 Units that were issued pursuant to the underwriters’ partial exercise of their over-allotment option, generating gross proceeds of approximately $233.0 million. As described in Note 4, on March 4, 2019, simultaneously with the closing of the Initial Public Offering, Tortoise Borrower LLC, a Delaware limited liability company and an affiliate of the Sponsor (“Tortoise Borrower”), purchased an aggregate of 6,660,183 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per warrant, generating gross proceeds to the Company of approximately $6.66 million (the “Private Placement”).The Company intends to finance its Initial Business Combination with proceeds from the Initial Public Offering, the Private Placement, the private placement of forward purchase securities (described in Note 5), and from additional issuances, if any, of the Company’s capital stock, debt or a combination of the foregoing.Trust AccountUpon the closing of the Initial Public Offering and the Private Placement, approximately $233.0 million was placed in a trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee. The proceeds held in the Trust Account are invested only in U.S. government securities with a maturity of 180 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and general and administrative expenses.The Company’s amended and restated certificate of incorporation provides that, except for the withdrawal of interest to pay franchise and income taxes, none of the funds held in the Trust Account (including the interest earned on the funds in the Trust Account) will be released from the Trust Account until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units sold in the Initial Public Offering (the “Public Shares”) that have been properly tendered in connection with a stockholder vote seeking to amend the Company’s amended and restated certificate of incorporation to affect the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”); or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Combination Period. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.5Initial Business CombinationThe Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The New York Stock Exchange (the “NYSE”) rules require that the Initial Business Combination occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. There is no assurance that the Company will be able to successfully effect an Initial Business Combination.The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connectionrecently acquired new fuel agnostic capable generator technology with which stockholders may seekit plans to redeem their Public Shares, regardless of whether they vote for or againstdevelop and commercialize the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes, or (ii) provide stockholders the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NYSE rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead would search for an alternate Initial Business Combination.If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a stockholder will have the right to redeem such holder’s Public Shares for an amount in cash equal to such holder’s pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. As a result, such Public Shares are recorded as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”Notwithstanding the foregoing, the Company’s amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming their shares with respect to more than an aggregate of 20% or more of the shares of Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.The Sponsor, Tortoise Borrower, the Company’s officers and directors and Atlas Point Energy Infrastructure Fund, LLC (“Atlas Point Fund”) (collectively, the “Initial Stockholders”) agreed not to propose an amendment to the amended and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete an Initial Business Combination, unless the Company provides the public stockholders the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment.Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete an Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish the public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders have entered into a letter agreement with the Company, pursuant to which they agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Combination Period. However, if any of the Initial Stockholders acquire shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the Combination Period.In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes, upon the completion of the Initial Business Combination, subject to the limitations described herein.Commencing April 22, 2019, holders of the Units were permitted to elect to separately trade the shares of Class A common stock and Warrants (as defined below) included in the Units. No fractional shares will be issued upon separation of the Units and only whole Warrants will trade.LiquidityAs of March 31, 2019, the Company had approximately $1.4 million in cash in its operating account and approximately $391,000 of investment income in the Trust Account available to pay franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses).Through March 31, 2019, the Company’s liquidity needs have been satisfied through a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (as defined below and described in 4) to the Sponsor, an approximately $580,000 loan from the Sponsor pursuant to an unsecured promissory note (the “Note”), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note to the Sponsor in full on March 29, 2019.Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet the Company’s needs through the earlier of the consummation of an Initial Business Combination or one year from this filing. Over this time period, the Company will use these funds for payment of general and administrative expenses as well as expenses associated with identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses and structuring, negotiating and consummating the Initial Business Combination.The accompanying unauditedfinancialconsolidated statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States generally accepted accounting principlesof America (“GAAP”GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”), which permit reduced disclosure for interim periods. All intercompany transactions and balances have been eliminated upon consolidation. The condensed consolidated balance sheet at December 31, 2021 was derived from audited financial information and Article 8 of Regulation S-X. Accordingly, they dostatements for the fiscal year then ended, but does not include all of the information and footnotesnecessary disclosures required by GAAP.with respect to annual financial statements. In the opinion of management,the Company, these condensed consolidated financial statements include all recurring adjustments (consisting ofand normal accruals) consideredaccruals necessary for a fair presentation have been included. Operatingof the Company’s financial position, results of operations and cash flows for the three months ended March 31, 2019dates and periods presented. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s 2021 Annual Report. Results for interim periods are not necessarily indicative of the results that mayto be expected for thea full fiscal year ending December 31, 2019.The accompanying unauditedor for any future period.should be read in conjunction withhave been prepared on a going concern basis, which contemplates the audited financial statementsrealization of assets and notes thereto includedsettlement of liabilities in the prospectus filed bynormal course of business. The Company is an early-stage growth company and has generated negative cash flows from operating activities since inception. At September 30, 2022, the Company with the U.S. Securities and Exchange Commission (the “SEC”) on March 1, 2019 and the audited balance sheet filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2019.Emerging Growth CompanySection 102(b)(1)had total equity of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.7Net Income (Loss) Per Share of Common StockThe Company’s condensed statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Basic and diluted net income per share of Class A common stock for the three months ended March 31, 2019 is calculated by dividing the investment income earned on the investments held in the Trust Account of approximately $391,000, net of funds available to be withdrawn from the Trust Account for payment of taxes, resulting in a total of approximately $193,000, by the weighted average shares of Class A common stock outstanding for the period. Basic and diluted net income per share of Class B common stock for the three months ended March 31, 2019 is calculated by dividing the net income, less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period.The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per share of common stock is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the Warrants sold in the Initial Public Offering and the Private Placement Warrants to purchase an aggregate 18,310,641 shares of Class A common stock in the calculation of diluted loss per share, since inclusion would be anti-dilutive under the treasury stock method as of March 31, 2019.Concentration of Credit RiskFinancial instruments that potentially subject the Company to concentration of credit risk consist$451.2 million, inclusive of cash accounts in a financial institution which, at times, may exceed the federal depository insurance coverageand cash equivalents of $250,000. As$154.2 million and investments of March 31, 2019 and December 31, 2018,$301.3 million. Based on this, the Company has not experienced losses on these accountssufficient funds to continue to execute its business strategy for the next twelve months.management believes the Company is not exposed to significant risk on such accounts.Financial InstrumentsThe fair valueUncertainty of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets.Fair Value MeasurementsFASB ASC 820, “Fair Value Measurements and Disclosures,” defines fair value and requires disclosures on fair value measurements. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:●Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;●Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and●Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.FASB ASC 825, “Financial Instruments,” requires all entities to disclose the fair value of financial instruments, both assets and liabilities for which it is practicable to estimate fair value. As of March 31, 2019 and December 31, 2018, the recorded values of cash, prepaid expenses, accounts payable and accrued expenses approximate the fair values due to the short-term nature of the instruments.Use of Estimates the financial statements in conformity with GAAP requires the Company’s management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dateas of the balance sheet and thedate, as well as reported amounts of expenses during the reporting period. It is at least reasonably possible thatThe Company’s most significant estimates and judgments involve revenue recognition, inventory, warranties, acquisitions, income taxes and valuation of share-based compensation. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable, the estimateresults of which form the effectbasis for making judgments about the carrying values of a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating its estimate, could change due to one or more future confirming events.assets and liabilities. Actual results could differ from estimates.8Offering CostsThe Company complies with the requirements of FASB ASC 340-10-S99-1those estimates, and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of expenses incurred in connection with preparation of the Initial Public Offering. These expenses, together with the underwriting discounts and commissions, were chargedsuch differences could be material to equity upon completion of the Initial Public Offering.Class A Common Stock Subject to Possible RedemptionThe Company accounts for its Class A common stock subject to possible redemption in accordance with FASB ASC 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability and measured at fair value. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, sharesfinancial statements.Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to beInternational Concern” and on March 11, 2020, declared the coronavirus outbreak a pandemic. In mid-March 2020, U.S. State Governors, local officials and leaders outside of the Company’s controlU.S. began ordering various “shelter-in-place” orders, which have had various impacts on the U.S. and subject toglobal economies. The lingering impacts of the occurrencecoronavirus pandemic primarily include ongoing shortages in the transportation industry supply chain.uncertain future events. Supplier Riskrecognizes changes in redemption value immediately as they occuris dependent on certain suppliers, the majority of which are single source suppliers, and will adjust the carrying valueinability of the security at the end of each reporting period. Increases or decreases in the carrying value amount of redeemable shares of Class A common stock shall be affected by charges against additional paid-in capital. Accordingly, as of March 31, 2019, 22,153,130 shares of Class A common stock subjectthese suppliers to conditional redemption are presented as temporary equity, outside of the stockholders’ equity sectiondeliver necessary components of the Company’s condensed balance sheet.Income TaxesThe Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the condensed balance sheets carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income during the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.FASB ASC 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be takenproducts in a tax return. For those benefitstimely manner at prices, quality levels and volumesbe recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2019 or December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2019 and December 31, 2018. The Company is currently not aware of any issues under review thatefficiently manage these components from these suppliers, could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.As of March 31, 2019 and December 31, 2018, the Company had gross deferred tax assets related to federal and state net operating loss carryforwards for income tax purposes of approximately $120 and $16,000, respectively. The Company has not performed a detailed analysis to determine whether an ownership change under Section 382 of the Internal Revenue Code has occurred. The effect of an ownership change would be the imposition of an annual limitation on the use of net operating loss carryforwards attributable to periods before the change. Any limitation may result in expiration of a portion of the net operating loss before utilization.In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. In case the deferred tax assets will not be realized in future periods, the Company has provided a valuation allowance for the full amount of the deferred tax assets as of March 31, 2019 and December 31, 2018.Recent Accounting PronouncementsManagement does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impactadverse effect on the Company’s condensedbusiness, prospects, financial statements.93. Initial Public Offeringsold 23,300,917 Units in the Initial Public Offering, including 800,917 Units that were issued pursuant to the underwriters’ partial exerciseconsiders all highly liquid investments with a maturity date of their over-allotment option, at a price of $10.00 per Unit, generating gross proceeds of approximately $233.0 million, and incurring offering costs of approximately $13.36 million, inclusive of approximately $8.13 million in deferred underwriting commissions.Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant (each, a “Warrant” and, collectively, the “Warrants”). Each whole Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share. No fractional shares will be issued upon separation of the Units and only whole Warrants will trade. Each Warrant will become exercisable on the later of 3090 days after the completion of the Company’s Initial Business Combination and 12 months from the closing of the Initial Public Offering and will expire five years after the completion of the Company’s Initial Business Combination or earlier upon redemption or liquidation. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole, but not in part, at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last reported sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sent the notice of redemption to the warrantholders.Of the Units sold in the Initial Public Offering, an aggregate of 77,750 Units (the “Affiliated Units”) were purchased by certain employees of affiliates of the Company.4. Related Party TransactionsFounder SharesIn November 2018, the Sponsor paid $25,000 in offering expenses on behalf of the Company in exchange for the issuance of 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”), or approximately $0.004 per share. In February 2019, the Company effected a stock dividend of 718,750 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 6,468,750 Founder Shares (up to 843,750 shares of which were subject to forfeiture to the extent the underwriters did not exercise their over-allotment option). On March 4, 2019, the underwriters partially exercised their over-allotment option and on March 7, 2019, the underwriters waived the remainder of their over-allotment option. In connection therewith, the Sponsor forfeited 643,520 Founder Shares for cancellation by the Company. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. The Founder Shares are identical to the shares of Class A common stock included in the Units sold in the Initial Public Offering except that the Founder Shares are shares of Class B common stock which automatically convert into shares of Class A common stockless at the time of the Initial Business Combinationpurchase to be cash and cash equivalents only if in checking, savings or money market accounts. Cash and cash equivalents include cash held in banks and money market accounts and are subjectcarried at cost, which approximates fair value. The Company maintains cash in excess of federally insured limits at financial institutions which it believes are of high credit quality and has not incurred any losses related to certain transfer restrictions, as described in more detail below.holdersCompany believes its credit risk, with respect to these financial institutions to be minimal.Founder Shares have agreed, subjectCompany's lease obligations, backed by a restricted cash deposit to limited exceptions, notpay any draws on the letter of credit by the lessor. Total cash and cash equivalents and restricted cash presented in the condensed consolidated statements of cash flows is summarized as follows:September 30, 2022 December 31, 2021 September 30, 2021 December 31, 2020 Cash and cash equivalents $ 154,161 $ 258,445 $ 289,486 $ 389,705 Restricted cash included in other non-current assets 665 665 698 — $ 154,826 $ 259,110 $ 290,184 $ 389,705 assigna liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or sellliability. As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:their Founder Shares untilobservable inputs and minimize the earlieruse of unobservable inputs.occur of: (i) one year afterdetermine the completionfair value of certain financial instruments could result in a different fair value measurement at the reporting date.Initial Business Combination and (ii) subsequentshort-term nature of the instruments. The fair values of investments are based on quoted prices for identical or similar instruments in markets that are not active. As a result, investments are classified within Level II of the fair value hierarchy.Initial Business Combination, (a) ifperformance obligations in the last reportedcontract; andCompany’sfourth quarter of fiscal 2021, we began taking deposits to secure future Hypertruck ERX production slots.A common stock equals8 semi-truck outfitted with a Hybrid system is resold to a customer, judgment is required to determine if we are the principal or exceeds $12.00 per share (as adjustedagent in the arrangement. We consider factors such as, but not limited to, which entity has the primary responsibility for stock splits, stock dividends, reorganizations, recapitalizationsfulfilling the promise to provide the specified good or service, which entity has inventory risk before the specified good or service has been transferred to a customer and which entity has discretion in establishing the like)price for any 20 trading days within any 30-trading daythe specified good or service. We have determined that we are the principal in transactions involving the resale of Class 8 semi-trucks outfitted with the Hybrid system.Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Hybrid systems and other $ 243 $ — $ 755 $ — Class 8 semi-truck prepared for Hybrid system upfit 256 — 256 — Total product sales and other $ 499 $ — $ 1,011 $ — commencing at least 150 days aftertypically extends for the consummationlesser of two years or 200,000 miles following transfer of control and solely relate to correction of product defects during the warranty period. We recognize the cost of the Initial Business Combination, or (b)warranty upon transfer of control based on estimated and historical claims rates and fulfillment costs, which are variable. Should product failure rates and fulfillment costs differ from these estimates, material revisions to the date on whichestimated warranty liability would be required. Warranty expense is recorded as a component of cost of revenue.Company completesdefinition of a liquidation, merger, stock exchange or other similar transaction that resultsbusiness combination and was accounted for as an asset acquisition. No goodwill was recognized and payments allocated to in-process research and development ("IPR&D") were recorded in allresearch and development expense as there was no alternative future use. Total consideration for the Acquisition was $32.3 million comprised of the Company’s stockholders having the right to exchange their$15.0 million in cash, 5,500,000 shares of common stock for cash, securities or other property.Private Placement WarrantsConcurrently withvalued at $16.1 million on the closing date and $1.2 million in direct transaction costs. $3.6 million was recorded as property and equipment with expected useful lives of primarily five years and $28.8 million was recorded as research and development expense. All assets were valued using level 3 inputs, with property and equipment valued using a market approach and IPR&D valued using an income approach based on Company management’s projections. The cash component of the Initial Public Offering, Tortoise Borrower purchased an aggregate of 6,660,183 Private Placement Warrants at a price of $1.00 per warrant, generating gross proceeds of approximately $6.66 million,consideration was recorded in the Private Placement. Each Private Placement Warrantstatement of cash flows and allocated between purchase of property and equipment and purchase of IPR&D under investing activities.Fair Value Measurements at September 30, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 80,215 $ — $ (290) $ 79,925 U.S. government agency bonds 4,450 — (315) 4,135 State and municipal bonds 30,485 — (756) 29,729 Corporate bonds and notes 186,189 — (4,016) 182,173 $ 301,339 $ — $ (5,377) $ 295,962 Fair Value Measurements at December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 73,908 $ 2 $ (31) $ 73,879 U.S. government agency bonds 4,450 — (7) 4,443 State and municipal bonds 17,797 — (115) 17,682 Corporate bonds and notes 202,849 3 (953) 201,899 $ 299,004 $ 5 $ (1,106) $ 297,903 September 30, 2022 December 31, 2021 Amortized Cost Fair Value Amortized Cost Fair Value Due in one year or less $ 232,917 $ 229,943 $ 118,787 $ 118,714 Due after one year through five years 68,422 66,019 180,217 179,189 $ 301,339 $ 295,962 $ 299,004 $ 297,903 Fair Value Measurements at September 30, 2022 Level I Level II Level III Total Cash and cash equivalents $ 154,161 $ — $ — $ 154,161 Restricted cash 665 — — 665 Held-to-maturity investments: Commercial paper — 79,925 — 79,925 U.S. government agency bonds — 4,135 — 4,135 State and municipal bonds — 29,729 — 29,729 Corporate bonds and notes — 182,173 — 182,173 $ 154,826 $ 295,962 $ — $ 450,788 Fair Value Measurements at December 31, 2021 Level I Level II Level III Total Cash and cash equivalents $ 258,445 $ — $ — $ 258,445 Restricted cash 665 — — 665 Held-to-maturity investments: Commercial paper — 73,879 — 73,879 U.S. government agency bonds — 4,443 — 4,443 State and municipal bonds — 17,682 — 17,682 Corporate bonds and notes — 201,899 — 201,899 $ 259,110 $ 297,903 $ — $ 557,013 exercisable for one sharesummarized as follows:September 30, 2022 December 31, 2021 Raw materials $ — $ — Work in process 5 4 Finished goods 135 110 $ 140 $ 114 Company’s Class A common stockthree and nine months ended September 30, 2021, we recorded no inventory write-downs. These write-downs are included in cost of revenues.an exercise price of $11.50 per share. A portion ofSeptember 30, 2022 and December 31, 2021 is summarized as follows:September 30, 2022 December 31, 2021 Production machinery and equipment $ 5,684 $ 1,717 Vehicles 932 720 Leasehold improvements 1,037 1,077 Office furniture and fixtures 159 155 Computers and related equipment 1,336 1,219 9,148 4,888 Less: accumulated depreciation (3,376) (2,653) Total property and equipment, net $ 5,772 $ 2,235 purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law)nine months ended September 30, 2022 and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by Tortoise Borrower or its permitted transferees.Tortoise Borrower agreed, subject to limited exceptions, not to transfer, assign or sell any of its Private Placement Warrants until 30 days after the completion of the Initial Business Combination.Note Payable to SponsorOn November 7, 2018, the Sponsor agreed to loan2021, the Company fundsgranted 2.2 million and 3.8 million, respectively, restricted stock units which will vest over a period of one to cover expenses related to the Initial Public Offering pursuant to the Note. This Note was non-interest bearing and payablefour years, some of which include performance criteria based on the earlierachievement of 180 dayskey Company milestones. During the nine months ended September 30, 2022 and the closing of the Initial Public Offering. The Company borrowed approximately $580,000 under the Note,2021, 0.8 million and repaid the Note in full on March 29, 2019.Administrative Services AgreementPursuant to an Administrative Services Agreement between the Companythe Sponsor, dated February 27, 2019 (the “Administrative Services Agreement”), the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the agreement will terminate. The Company incurred $10,000 for expenses in connection with the Administrative Services Agreementoptions were forfeited. Share-based compensation expense for the three and nine months ended March 31, 2019, which is reflected in the accompanying condensed statement of operations. On March 29, 2019, the Sponsor assigned all of its rights, interestsSeptember 30, 2022 was $1.8 million and obligations under the Administrative Services Agreement to Tortoise Capital Advisors, L.L.C.5. Commitments & ContingenciesForward Purchase AgreementThe Company entered into an amended and restated forward purchase agreement (the “Forward Purchase Agreement”) with Atlas Point Fund, pursuant to which Atlas Point Fund, which is a fund managed by CIBC National Trust but is not affiliated with the Company or the Sponsor, agreed to purchase up to an aggregate maximum amount of $150,000,000 of either (i) a number of units (the “Forward Purchase Units”), consisting of one share of Class A common stock (the “Forward Purchase Shares”) and one-half of one redeemable warrant (the “Forward Purchase Warrants”), for $10.00 per unit or (ii) a number of Forward Purchase Shares for $9.67 per share (such Forward Purchase Shares valued at $9.67 per share or the Forward Purchase Units, as the case may be, the “Forward Purchase Securities”), in a private placement that will close simultaneously with the closing of the Initial Business Combination. The Forward Purchase Warrants will have the same terms as the Warrants and the Forward Purchase Shares will be identical to the shares of Class A common stock included in the Units sold in the Initial Public Offering, except the Forward Purchase Shares and the Forward Purchase Warrants will be subject to transfer restrictions and certain registration rights. The proceeds from the sale of the Forward Purchase Securities may be used as part of the consideration to the sellers in the Initial Business Combination, and any excess funds may be used$5.3 million, respectively. Share-based compensation expense for the working capital needs of the post-transaction company. This agreement is independent of the percentage of stockholders electing to redeem their Public Sharesthree and may provide the Company with an increased minimum funding levelnine months ended September 30, 2021 was $0.5 million and $4.0 million, respectively.September 30, 2022 December 31, 2021 Accrued professional services and other $ 7,819 $ 3,681 Accrued compensation and related benefits 5,565 3,460 Other accrued liabilities 784 618 $ 14,168 $ 7,759 Initial Business Combination. The Forward Purchase Agreementthree and nine months ended September 30, 2022 and 2021 is subject to conditions, including Atlas Point Fund giving the Company its irrevocable written consent to purchase the Forward Purchase Securities no later than five days after the Company notifies it of the Company’s intention to meet to consider entering into a definitive agreement for a proposed Initial Business Combination. Atlas Point Fund may grant or withhold its consent to the purchase entirely within its sole discretion. Accordingly, if Atlas Point Fund does not consent to the purchase, it will not be obligated to purchase the Forward Purchase Securities.Registration RightsThe holders of the Founder Shares, the Private Placement Warrantssummarized as follows:Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Balance at beginning of period $ 348 $ — $ 44 $ — Provision for new warranties 186 — 517 — Net changes in accrual related to pre-existing warranties — — — — Warranty costs incurred (122) — (149) — Balance at end of period $ 412 $ — $ 412 $ — Warrants that may be issued upon conversion of working capital loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to a registration rights agreement entered into on February 27, 2019 (the “Registration Rights Agreement”). The holders of these securities are entitled to make up to three demands, excluding short-form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. However, the Registration Rights Agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.Underwriting AgreementThe Company granted the underwriters a 45-day option to purchase up to 3,375,000 additional Units to cover any over-allotments at the Initial Public Offering price of $10.00 per Unit, less the underwriting discounts and commissions. On March 4, 2019, the underwriters partially exercised their over-allotment option to purchase 800,917 additional Units, and on March 7, 2019, the underwriters notified the Company of their intent to waive the remainder of their over-allotment option.The underwriters were entitled to an underwriting discount for each Unit sold in the Initial Public Offering, except for the Affiliated Units. An aggregate of approximately $4.64 million (or $0.20 per Unit), was paid to the underwriters upon the closing of the Initial Public Offering. An additional fee of approximately $8.13 million (or $0.35 per Unit), will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement.11Deferred Legal Fees Associated with the Initial Public OfferingThe Company entered into an engagement letter to obtain legal advisory services, pursuant to which the Company’s legal counsel agreed to defer half of their fees until the closing of the Initial Business Combination. As of March 31, 2019, the Company recorded an aggregate of $150,000 in connection with such arrangement as deferred legal fees in the accompanying condensed balance sheets.6. Stockholders’ EquityClass A Common Stockauthorizedperiodically involved in legal proceedings, legal actions and claims arising in the normal course of business, including proceedings relating to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. No Class A common stock was issued or outstanding as of December 31, 2018. As of March 31, 2019, there were 23,300,917 shares of Class A common stock issuedproduct liability, intellectual property, safety and outstanding, including 22,153,130 shares of Class A common stock subject to conditional redemption.Class B Common Stockis authorized to issue 20,000,000 sharesbelieves that the outcome of Class B common stock withsuch legal proceedings, legal actions and claims will not have a par valuesignificant adverse effect on the Company’s financial position, results of $0.0001 per share. Holdersoperations or cash flows.Class B common stock are entitled to one votebasic and diluted net loss per share of Class Bfor the three and nine months ended September 30, 2022 and 2021 is summarized as follows (in thousands, except share and per share data):Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss attributable to common stockholders $ (63,387) $ (26,615) $ (123,970) $ (66,421) Denominator: Weighted average shares outstanding, basic and diluted 174,345,022 172,987,672 173,945,156 171,842,664 Net loss per share, basic and diluted $ (0.36) $ (0.15) $ (0.71) $ (0.39) stock. In November 2018, the Company issued 5,750,000 shares of Class B common stock. In February 2019, the Company effected a stock dividend of 718,750 shares of Class B common stock. As of March 4, 2019, there were 6,468,750 shares of Class B common stock outstanding (up to 843,750 shares of which were subject to forfeiture to the extent the underwriters did not exercise their over-allotment option). On March 4, 2019, the underwriters partially exercised their over-allotment option to purchase 800,917 additional Units. On March 7, 2019, the underwriters waived the remainder of their over-allotment option and in connection therewith, the Sponsor forfeited 643,520 shares of Class B common stock for cancellation by the Company. As of March 31, 2019 and December 31, 2018, there were 5,825,230 and 6,468,750 shares of Class B common stock outstanding, respectively.Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law or stock exchange rule; provided that only holders of Class B common stock have the right to vote on the election of the Company’s directors prior to the Initial Business Combination.The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding the Forward Purchase Securities and any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination).Preferred StockThe Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2019 and December 31, 2018, there were no shares of preferred stock issued or outstanding.WarrantsThe Warrants will become exercisable on the later of (i) 30 days after the completion of the Initial Business Combination or (ii) 12 monthsexcluded from the closingcomputation of the Initial Public Offering; provided in each case that the Company hasdiluted net loss per share because including them would have had an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available 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 (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statementanti-dilutive effect for the registration, under the Securities Act, of thethree and nine months ended September 30, 2022 and 2021 are summarized as follows:Three and Nine Months Ended September 30, 2022 2021 Unexercised stock options 2,682,228 3,551,320 Unvested restricted stock units* 3,808,665 3,604,614 6,490,893 7,155,934 of Class A commonfrom unvested restricted stock issuable upon exercise of the Warrants. The Company will use its best efforts to cause the same to become effective, but in no event later than 60 business days after the closing of the Initial Business Combination, and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Warrants will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation.The Private Placement Warrants are identical to the Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by Tortoise Borrower or Tortoise Borrower’s permitted transferees. If the Private Placement Warrants are held by someone other than Tortoise Borrower or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants.The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a share capitalization, or recapitalization, reorganization, merger or consolidation. In addition, if the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price.The Company may call the Warrants for redemption for cash (except with respect to the Private Placement Warrants):●in whole and not in part;●at a price of $0.01 per Warrant;●upon a minimum of 30 days’ prior written notice of redemption; and●if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrantholders.Commencing 90 days after the Warrants become exercisable, the Company may redeem the outstanding Warrants (including both the Warrants and the Private Placement Warrants) in whole and not in part, at a price equal to a number of shares of Class A common stock to be determined by reference to the table set forth in the Company’s prospectus relating to the Initial Public Offering based on the redemption date and the “fair market value” of the Company’s Class A common stock, upon a minimum of 30 days’ prior written notice of redemption and if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrantholders. The “fair market value” of the Company’s Class A common stock is the average last reported sale price of the Company’s Class A common stockunits for the 10 trading days ending on the third trading day prior to theperiods ended September 30, 2022 and 2021 include 1,261,667on which the noticehas been established.7. Fair Value MeasurementsThe following table presents information about the Company’s assets that are measured on a recurring basis as of March 31, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.March 31, 2019 Description Investments held in Trust Account $ 233,399,676 $ — $ — As of March 31, 2019, the investments held in the Trust Account were held in marketable securities.8. Subsequent EventsThe Company evaluated subsequent events and transactions that occurred after the balance sheet date up to May 8, 2019. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.ItemManagement’s Discussion and Analysis of Financial Condition and Results of Operations.“us,” “our”or “us” in this report refer to Hyliion Holdings Corp. and its wholly-owned subsidiary Hyliion Inc., unless expressly indicated or the “Company” are to Tortoise Acquisition Corp., except where the context requires otherwise.otherwise requires. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this report.Cautionary Note Regarding Forward-Looking Statementsof 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).Act. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about:●our ability to select an appropriate target business or businesses;●our ability to complete our initial business combination;●our expectations around the performance of the prospective target business or businesses;●our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;●our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;●our potential ability to obtain additional financing to complete our initial business combination;●our pool of prospective target businesses;●the ability of our officers and directors to generate a number of potential acquisition opportunities;●our public securities’ potential liquidity and trading;●the lack of a market for our securities;●the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;●the proceeds from the sale of the forward purchase securities being available to us;●the trust account not being subject to claims of third parties; or●our financial performance in the future.Quarterly Report on Form 10-Qreport are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, thoseour status as an early stage company with a history of losses, and our expectation of incurring significant expenses and continuing losses for the foreseeable future; our ability to develop key commercial relationships with suppliers and customers; our ability to retain the services of Thomas Healy, our Chief Executive Officer; our ability to disrupt the powertrain market; the effects of our dynamic and proprietary solutions on commercial truck customers; our ability to incorporate existing and new technologies into products; the ability to accelerate the commercialization of the Hypertruck ERXTM; our ability to meet 2022 and future product milestones; the impact of an inflationary environment and COVID-19 on long-term objectives; the ability of our solutions to reduce carbon intensity and greenhouse gas emissions, the expected performance and integration of the KARNO generator and system, and the other risks and uncertainties described under the heading “Risk Factors” in our other U.S. Securities and Exchange Commission (the “SEC”) filings. filings including in our 2021 Annual Report (See Item 1A. Risk Factors). Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.blank check company incorporatednew vehicle prior to entering fleet service or retrofit to an existing in-service vehicle. The Hypertruck ERX system leverages the experience and operating data from our Hybrid systems to offer a solution to replace the traditional diesel or compressed natural gas (“CNG”) powertrain installed in new vehicles.Delaware corporationfully electric drive truck that can travel long distance between refuels and formedcan leverage existing natural gas infrastructure.Our Hypertruck ERX systems are designed to have their batteries recharged by an onboard CNG generator.Our Hypertruck ERX system can offer commercial vehicle owners and operators a net carbon negative capable electrified powertrain option, whenpurpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). On March 4, 2019 (the “IPO Closing Date”), we completed our initial public offering (the “Initial Public Offering”) of 23,300,917 units (the “Units”), including 800,917 Units that were issued pursuant to the underwriters’ partial exercise of their over-allotment option. The Units were sold at a price of $10.00 per unit, generating gross proceeds to us of approximately $233.0 million. We incurred offering costs of approximately $13.36 million, inclusive of approximately $8.13 million in deferred underwriting commissions.On March 4, 2019, simultaneously with the consummation of the Initial Public Offering, we completed the private sale (the “Private Placement”) of 6,660,183 private placement warrants at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) to Tortoise Borrower, LLC, a Delaware limited liability company (“Tortoise Borrower”) and an affiliate of Tortoise Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds to us of approximately $6.66 million.Approximately $233.0 million of the net proceeds from the Initial Public Offering and the Private Placement has been deposited in a trust account established for the benefit of our public stockholders (the “Trust Account”).Our certificate of incorporation provides that, other than the withdrawal of interest to pay franchise and income taxes, none of the funds heldHypertruck platform in the Trust Account willfuture.released until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock includedrefueled with CNG through existing, geographically diverse and third-party accessible natural gas refueling stations established across North America. Globally, RNG, CNG and liquified natural gas (“LNG”) are used widely for land-based transport and trucking and we believe there are established, geographically diverse and third-party accessible stations available in the Units sold in the Initial Public Offering (the “Public Shares”)certain areas that have been properly tenderedmay be leveraged in connection with the use of our electrified powertrain solutions in the future. We believe there is opportunity for adoption of our electrified powertrain solutions across Europe and other countries around the globe. This existing and accessible infrastructure will significantly reduce the buildout time and cost required to utilize our Hypertruck ERX system as compared to other proposed potential electrified solutions.stockholder votemeaningful efficiency improvement over today’s conventional generators and could be more efficient than most available fuel cells. These efficiency improvements should, in turn, enable fuel cost reductions and improved vehicle range. The technology should also provide for significant reductions in noise, vibration, moving parts and maintenance as compared to amendcurrent combustion engines. The KARNO power system is expected to be capable of operating on over 20 different fuels including hydrogen, natural gas, propane, ammonia and conventional fuels. The technology uses heat to drive a sealed linear generator to produce electricity. The heat is produced by reacting fuels through flameless oxidation or other heat sources including renewables.certificateperformance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including but not limited to those discussed below and referenced in Item 1A “Risk Factors.”incorporationOur Drivetrain Solutionsaffectprevious Hyliion systems, the substance orHybrid system offers fleets a lighter solution that is easier to install, service and operate. The Hybrid system draws upon the real-world feedback we have received from customers and the millions of miles logged with the previous system. Due to shortages of various components caused by global supply chain disruptions, we are experiencing longer delivery times for a portion of the orders we have received on new Hybrid systems. In addition, we continually assess the potential demand impact for the Hybrid system offering in light of recent changes within the competitive landscape.obligationfuture funding requirements, if any, will depend on many factors, including the pace and results of our research and development efforts, as well as factors that are outside of our control.redeem 100%certain early adopters who we expect to become customers in the future, including leaders in the transportation and logistics sector as well as companies committed to reducing the overall environmental impact and fuel costs of such Public Shares iftheir owned and operated trucking fleets. Further, we have not consummated an Initial Business Combination within 24 months frombegan selling the closingHybrid system in the fourth quarter of 2021.Initial Public Offering; or (iii)largest fleets who will be assisting us along the redemption of 100%development journey and will have been among the first to experience the Hypertruck ERX through our “Ride and Drive” events.The successful launch program and deployment of the Public Shares if we are unable to complete an Initial Business Combination within 24 monthsHypertruck ERX met with positive feedback from the closing of the Initial Public Offering, or March 4, 2021 (the “Combination Period”). The proceeds depositedcustomer operations teams and drivers and generated further interest in the Trust Account could become subjectHypertruck ERX solution and longer-term commercial relationships with us.claimsHypertruck ERX.creditors, if any,electrified powertrain solutions, which could have priority over the claims of our public stockholders.In connection with the Initial Public Offering, Atlas Point Energy Infrastructure Fund, LLC (“Atlas Point Fund”), which is a fund managed by CIBC National Trust but is not affiliated with us or our Sponsor, entered into an amendedinclude:restated forward purchase agreement (the “Forward Purchase Agreement”) with us that providesshare-based compensation, for the purchase by Atlas Point Fund of uppersonnel performing research and development activities;an aggregate maximum amount of $150,000,000 of either (i) a number of units (the “Forward Purchase Units”), consisting of one share of Class A common stock (the “Forward Purchase Shares”)third parties such as consultants and one-half of one redeemable warrant (the “Forward Purchase Warrants”),contractors for $10.00 per unit or (ii) a number of Forward Purchase Shares for $9.67 per share (such Forward Purchase Shares valued at $9.67 per share or the Forward Purchase Units, as the case may be, the “Forward Purchase Securities”), in a private placement that will close simultaneously with the closing of our Initial Business Combination. The Forward Purchase Agreement is subject to conditions, including Atlas Point Fund giving us its irrevocable written consent to purchase the Forward Purchase Securities no later than five days after we notify Atlas Point Fund of our intention to meet to consider entering into a definitive agreement for a proposed Initial Business Combination. Atlas Point Fund may grant or withhold its consent to the purchase entirely within its sole discretion. Accordingly, if Atlas Point Fund does not consent to the purchase, it will not be obligated to purchase the Forward Purchase Securities.We are currently in the process of locating suitable targets for an Initial Business Combination. We intend to effectuate an Initial Business Combination using cash from the proceeds of the Initial Public Offering, the Private Placement, the private placement of Forward Purchase Securities, and from additional issuances, if any, of our capital stock, debt or a combination of cash, stock and debt. We are pursuing acquisition opportunities and, at any given time, may be in various stages of due diligence or preliminary discussions with respect to a number of potential acquisitions. From time to time, we may enter into non-binding letters of intent, but we are currently not subject to any definitive merger or acquisition (or similar) agreement with respect to any business combination. However, we cannot assure you that we will identify any suitable target candidates or, if identified, that we will be able to complete the acquisition of such candidates on favorable terms or at all.Results of OperationsWe have neither engaged in any significant operations nor generated any operating revenue to date. Our only activities from inception through the IPO Closing Dateoutsourced engineering services;our formationmaterials, supplies and the Initial Public Offering. Although we have not generated operating revenue, we have generated non-operating incomethird-party services;the formresearch and development activities;investment income from investments held in the Trust Account. general overhead costs.incur increasedcontinue to invest in research and development activities to achieve operational and commercial goals.beingoperating as a public company, as well as costs inincluding compliance with the pursuitrules and regulations of the U.S. Securities and Exchange Commission, legal, audit, additional insurance expenses, investor relations activities and other administrative and professional services.plans. For the three months ended March 31, 2019, we had net income of approximately $193,000, which consisted of approximately $391,000 in investment income, offset by approximately $76,000 in general and administrative expenses, $50,000 in franchise tax expense and approximately $72,000 in income tax expense.Liquidity and Capital ResourcesUntil the consummation of the Initial Public Offering, our only sourceKARNO generator technology, we plan to assume a government contract with the United States Office of liquidity was an initial sale of shares of Class B common stock (the “Founder Shares”), par value $0.0001 per share,Naval Research that is not expected to our Sponsor. Additionally, our Sponsor advanced funds totaling $580,000 pursuant to an unsecured promissory note (the “Note”) to cover administrative and offering expenses. On March 29, 2019, we repaid the Note in full. Subsequent to the IPO Closing Date, our liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account.As of March 31, 2019, we had approximately $1.4 million in our operating account and approximately $391,000 of investment income earned from investments held in the Trust Account that may be released to us to pay our franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses).Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of the Initial Business Combination or one year from this filing. Over this time period, these funds will be used for payment of general and administrative expenses as well as expenses associated with identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses and structuring, negotiating and consummating the Initial Business Combination.Related Party TransactionsFounder SharesIn November 2018, our Sponsor paid $25,000 in offering expensesa material impact on our behalf in exchange for the issuancebusiness.5,750,000 Founder Shares. In February 2019, we effected a stock dividendOperations718,750 Founder Shares, resulting in our Sponsor holding an aggregateThree Months Ended September 30, 2022 to Three Months Ended September 30, 20216,468,750 Founder Shares (up to 843,750 shares of which were subject to forfeiture to the extent the underwriters did not exercise their over-allotment option). On March 4, 2019, the underwriters partially exercised their over-allotment option and on March 7, 2019, the underwriters waived the remainder of their over-allotment option. In connection therewith, our Sponsor forfeited 643,520 Founder Shares for cancellation by us. The Founder Shares are identical to the shares of Class A common stock included in the Units sold in the Initial Public Offering except that the Founder Shares are shares of Class B common stock which automatically convert into shares of Class A common stock at the time of the Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below.The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the Initial Business Combination and (ii) subsequent to the Initial Business Combination, (a) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation of the Initial Business Combination, or (b) the date on which we complete a liquidation, merger, stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.Private Placement WarrantsSimultaneously with the consummation of the Initial Public Offering, we completed the Private Placement of the Private Placement Warrants to Tortoise Borrower, generating gross proceeds of approximately $6.66 million. Each Private Placement Warrant is exercisable for one share of the Company’s Class A common stock at an exercise price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by Tortoise Borrower or its permitted transferees.Tortoise Borrower agreed, subject to limited exceptions, not to transfer, assign or sell any of its Private Placement Warrants until 30 days after the completion of the Initial Business Combination.Note Payable to Our SponsorOn November 7, 2018, our Sponsor agreed to loan us funds to cover expenses related to the Initial Public Offering pursuant to the Note. This Note was non-interest bearing and payable on the earlier of 180 days and the closing of the Initial Public Offering. The Company borrowed approximately $580,000 under the Note, and repaid the Note in full on March 29, 2019.Administrative Services AgreementPursuant to an Administrative Services Agreement between us and our Sponsor dated February 27, 2019 (the “Administrative Services Agreement”), we agreed to pay our Sponsor a total of $10,000 per month for office space, utilities and administrative support. Upon completion of the Initial Business Combination or our liquidation, the agreement will terminate. We incurred $10,000 for expenses in connection with the Administrative Services Agreementoperations for the three months ended March 31, 2019, which is reflectedSeptember 30, 2022 (the “current quarter”) and 2021 on a consolidated basis are summarized as follows (in thousands, except share and per share data):Three Months Ended September 30, 2022 2021 $ Change % Change Revenues Product sales and other $ 499 $ — $ 499 N/A Total revenues 499 — 499 N/A Cost of revenues Product sales and other 2,916 — 2,916 N/A Total cost of revenues 2,916 — 2,916 N/A Gross loss (2,417) — (2,417) N/A Operating expenses Research and development (52,678) (18,150) (34,528) 190.2 % Selling, general and administrative expenses (10,264) (8,660) (1,604) 18.5 % Total operating expenses (62,942) (26,810) (36,132) 134.8 % Loss from operations (65,359) (26,810) (38,549) 143.8 % Interest income 1,926 195 1,731 887.7 % Gain on disposal of assets 46 — 46 N/A Net loss $ (63,387) $ (26,615) $ (36,772) 138.2 % Net loss per share, basic and diluted $ (0.36) $ (0.15) $ (0.21) 140.0 % Weighted-average shares outstanding, basic and diluted 174,345,022 172,987,672 1,357 0.8 % accompanying condensed statementcurrent quarter, driven by sales associated with our Hybrid products. We continue to pursue the sale of operations. On March 29, 2019,both Hybrid systems as well as complete vehicles installed with our Sponsor assigned allHybrid system.rights, interestsnet realizable value; obligations underAdministrative Services Agreementwarranty program for labor, transportation and parts, excluding any contribution from vendors.Tortoise Capital Advisors, L.L.C.Critical Accounting Policieshydrogen and EstimatesThis management’s discussionfuel agnostic capable generator technology (“KARNO”) acquired in September 2022 from General Electric Company's GE Additive business to develop and analysiscommercialize the fuel agnostic Hypertruck KARNO; andfinancial conditionHypertruck system including an increase in expenses related to components, services and personnel as we build out our engineering, operations and supply chain teams and associated capabilities.Nine Months Ended September 30, 2022 2021 $ Change % Change Revenues Product sales and other $ 1,011 $ — $ 1,011 N/A Total revenues 1,011 — 1,011 N/A Cost of revenues Product sales and other 7,160 — 7,160 N/A Total cost of revenues 7,160 — 7,160 N/A Gross loss (6,149) — (6,149) N/A Operating expenses Research and development (88,543) (40,871) (47,672) 116.6 % Selling, general and administrative expenses (32,255) (26,111) (6,144) 23.5 % Total operating expenses (120,798) (66,982) (53,816) 80.3 % Loss from operations (126,947) (66,982) (59,965) 89.5 % Interest income 3,066 561 2,505 446.5 % Loss on disposal of assets (89) — (89) N/A Net loss $ (123,970) $ (66,421) $ (57,549) 86.6 % Net loss per share, basic and diluted $ (0.71) $ (0.39) $ (0.32) 82.1 % Weighted-average shares outstanding, basic and diluted 173,945,156 171,842,664 2,102 1.2 % basedstrong and will provide sufficient liquidity to satisfy operating requirements, working capital purposes and strategic initiatives. The unrealized gains and losses of the portfolio may remain volatile as changes in the general interest environment and supply and demand fluctuations of the securities within our portfolio impact daily market valuations. To mitigate the risk associated with this market volatility, we deploy a relatively conservative investment strategy focused on capital preservation and liquidity whereby no investment security may have a final maturity of more than 36 months from the date of acquisition or a weighted average maturity exceeding 18 months. Eligible investments under the Company’s investment policy bearing a minimum credit rating of A1, A-1, F1 or higher for short-term investments and A2, A, or higher for longer-term investments include money market funds, commercial paper, certificates of deposit and municipal securities. Additionally, all of our debt securities are classified as held-to-maturity as we have the intent and ability to hold these investment securities to maturity, which minimizes any realized losses that we would recognize prior to maturity. However, even with this approach we may incur investment losses as a result of unusual or unpredictable market developments, and we may experience reduced investment earnings if the yields on investments deemed to be low risk remain low or decline further due to unpredictable market developments. In addition, these unusual and unpredictable market developments may also create liquidity challenges for certain of the assets in our investment portfolio.financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparationpast performance, we believe our current assets will be sufficient to continue and execute on our business strategy and meet our capital requirements for the next twelve months. Our primary short-term cash needs are Hypertruck ERX product development costs and components purchased to support the stated of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues andproduction, operating expenses and production and related costs of Hybrid systems. We plan to stay asset-light and utilize third parties to perform assembly and manufacturing at scale.disclosureshort term, as we continue to execute on our strategic initiatives by (i) completing the development and commercialization of contingent assetsthe electrified drive systems for Class 8 semi-trucks, (ii) scaling the Company’s operations to meet anticipated demand and liabilities in our financial statements. On(iii) hiring personnel. Further, we plan to develop and commercialize the fuel agnostic Hypertruck KARNO with an ongoing basis, we evaluate our estimatesanticipated commercial launch a few years after the Hypertruck ERX. However, actual results could vary materially and judgments,negatively as a result of a number of factors including, those relatedbut not limited to, fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe there have been no significant changes in our critical accounting policies asthose discussed in our final prospectus filed withPart II, Item 1A. "Risk Factors."SEC on March 1, 2019 and with the audited balance sheet included as an exhibit to our Current Report on Form 8-K filed with the SEC on March 8, 2019. Off-Balance Sheet ArrangementsAs of March 31, 2019 and December 31, 2018,periods presented, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, which were established for the purpose of facilitating off-balance sheet arrangementsarrangements.definedfollows (in thousands):Nine Months Ended September 30, 2022 2021 Cash from operating activities $ (83,442) $ (49,822) Cash from investing activities (20,750) (65,601) Cash from financing activities (92) 15,902 $ (104,284) $ (99,521) Item 303(a)(4)(ii)operating activities were $83.4 million. Cash used primarily related to a net loss of Regulation S-K.Contractual ObligationsAs$124.0 million, adjusted for changes in working capital accounts and certain non-cash expenses of March 31, 2019,$40.5 million (including $28.8 million related to acquired in-process research and development $5.3 million related to share-based compensation, $3.1 million related to prepaid expenses and other assets, $3.0 million related to depreciation, amortization and accretion charges and $2.0 million related to accounts payable, accrued expenses and other liabilities).didapplied the same critical accounting policies as described in our 2021 Annual Report, supplemented with those below, that affect judgments and estimates of amounts recorded for certain assets, liabilities, revenues and expenses.any long-term debt, capital lease obligations, operating lease obligationsan alternative future use is charged to expense at the acquisition date, and no goodwill is recorded.long-term liabilities. On February 27, 2019,asset acquisition, as well as estimated asset lives, can materially affect our consolidated results of operations. All assets acquired in 2022 were valued using level 3 inputs with property and equipment valued using a cost approach and IPR&D valued using an income approach based on management’s projections. The fair values of assets, including acquired IPR&D, are determined using information available near the acquisition date based on estimates and assumptions that are deemed reasonable by management. Significant estimates and assumptions include, but are not limited to, probability of technical success, revenue growth, future revenues and expenses and discount rate.entered into an Administrative Services Agreement pursuantare the principal or agent in the arrangement. We consider factors such as, but not limited to, which entity has the primary responsibility for fulfilling the promise to provide the specified good or service, which entity has inventory risk before the specified good or service has been transferred to a customer and which entity has discretion in establishing the price for the specified good or service. We have determined that we have agreed to pay our Sponsor a totalare the principal in transactions involving the resale of $10,000 per month for office space, utilities and administrative support. Upon completion ofClass 8 semi-trucks outfitted with the Initial Business Combination or our liquidation, the agreement will terminate. On March 29, 2019, our Sponsor assigned all of its rights, interests and obligations under the Administrative Services Agreement to Tortoise Capital Advisors, L.L.C.The underwriters of the Initial Public Offering were entitled to underwriting discounts and commissions of 5.5%, of which 2.0% (approximately $4.64 million) was paid at the closing of the Initial Public Offering and 3.5% (approximately $8.13 million) was deferred. The deferred underwriting discounts and commissions will become payable to the underwriters upon the consummation of the Initial Business Combination and will be paid from the amounts held in the Trust Account. The underwriters are not entitled to any interest accrued on the deferred underwriting discounts and commissions.JOBS ActThe Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.Hybrid system. We are electingin early stages of development, continue to delayrefine our business plans and consider the adoptionresale of newClass 8 semi-trucks outfitted with Hybrid systems to constitute ordinary activities from our ongoing major or revised accounting standards, and as a result,central operations.not comply with new or revised accounting standards on the relevant dates on which adoptionrecord receipts from sales of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncementsClass 8 semi-trucks as of public company effective dates.Additionally, we arenon-operating income in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the JOBS Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting and Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of our Chief Executive Officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the IPO Closing Date or until we are no longer an “emerging growth company,” whichever is earlier.18ItemQuantitativeQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKRiskThe net proceeds from the Initial Public Offering and the Private Placement held in the Trust Account are invested only in U.S. government securities with a maturityRisk” section of 180 days or less or in moneyour 2021 Annual Report. There have been no material changes to our market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940,risks as amended, which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there is no associated material exposure to interest rate risk.ItemControls and ProceduresDisclosureare designedas defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, our Principal Executive Officer and Principal Financial Officer have concluded that, at September 30, 2022, our disclosure controls and procedures were effective to ensureprovide reasonable assurance that information required to be disclosed by us in ourthe reports filedthat we file or submittedsubmit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controlsforms and procedures include, without limitation, controls and procedures designed to ensureprovide reasonable assurance that such information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our ChiefPrincipal Executive Officer and ChiefPrincipal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2019. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.As of March 31, 2019, there hasno changechanges in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2022 that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.19II—II. OTHER INFORMATIONItemLegal ProceedingsNone.ItemRisk FactorsAsRISK FACTORSdaterisk factors associated with our business is contained in the “Risk Factors” section of this Quarterly Report on Form 10-Q, thereour 2021 Annual Report. There have been no material changes to the risk factors disclosed in our prospectus filed with the SEC on March 1, 2019.Risk Factors as therein previously reported.ItemUnregistered SalesUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSEquity Securitiesassets from General Electric Company, acting solely by and Usethrough its GE Additive business unit on September 26, 2022, we issued an aggregate of ProceedsUnregistered SalesIn November 2018, our Sponsor purchased 5,750,000 Founder Shares for $25,000, or approximately $0.004 per share. The Founder Shares will automatically convert into5,500,000 shares of our Class A common stock at the time of the Initial Business Combination. In February 2019, we effected a stock dividend of 718,750to General Electric Company. Such shares of our Class B common stock, resulting in our Sponsor holding an aggregate of 6,468,750 Founder Shares (up to 843,750 shares of which were subject to forfeiture to the extent the underwriters did not exercise their over-allotment option). On March 4, 2019, the underwriters partially exercised their over-allotment option and on March 7, 2019, the underwriters waived the remainder of their over-allotment option. In connection therewith, our Sponsor forfeited 643,520 Founder Shares for cancellation by us. On February 27, 2019, our Sponsor transferred 1,265,625 Founder Shares to Tortoise Borrower. On March 4, 2019, Tortoise Borrower transferred 1,265,625 Founder Shares to Atlas Point Fund pursuant to the Forward Purchase Agreement and our Sponsor transferred 40,000 Founder Shares to each of our independent directors. The Founder Shares were issued in connection with our organization pursuant to an exemption from registration contained inprovided by Section 4(a)(2) of the Securities Act.Simultaneously with the consummationAct of the Initial Public Offering, Tortoise Borrower purchased from us an aggregate of 6,660,183 Private Placement Warrants in the Private Placement (for a purchase price of approximately $6.66 million). Each Private Placement Warrant entitles the holder thereof to purchase one share of our Class A common stock at an exercise price of $11.50 per share. The sale of the Private Placement Warrants was made pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act.Use of ProceedsOn the IPO Closing Date, we consummated the Initial Public Offering of 23,300,917 Units, including 800,917 Units that were issued pursuant to the underwriters’ partial exercise of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of approximately $233.0 million.On March 4, 2019, simultaneously with the consummation of the Initial Public Offering, we completed the private sale of 6,660,183 Private Placement Warrants at a purchase price of $1.00 per warrant to Tortoise Borrower, generating gross proceeds to us of approximately $6.66 million.Barclays Capital Inc., Goldman Sachs & Co. LLC and UBS Securities LLC served1933, as underwriters for the Initial Public Offering. The securities sold in the Initial Public Offering were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-229537) (the “Registration Statement”). The SEC declared the Registration Statement effective on February 27, 2019.From November 7, 2018 (date of inception) through the IPO Closing Date, we incurred approximately $13.36 million for costs and expenses related to the Initial Public Offering. In connection with the closing of the Initial Public Offering, we paid a total of approximately $4.64 million in underwriting discounts and commissions. In addition, the underwriters agreed to defer approximately $8.13 million in underwriting discounts and commissions, which amount will be payable upon consummation of the Initial Business Combination. Prior to the closing of the Initial Public Offering, our Sponsor advanced us $580,000 to be used for a portion of the expenses of the Initial Public Offering. On March 29, 2019, a total of $580,000 was repaid to our Sponsor out of the $1,000,000 of proceeds from our Initial Public Offering that were allocated for the payment of offering expenses other than underwriting discounts and commissions. There has been no material change in the planned use of proceeds from the Initial Public Offering as described in our final prospectus filed with the SEC on March 1, 2019.After deducting the underwriting discounts and commissions (excluding the deferred portion of approximately $8.13 million, which amount will be payable upon consummation of the Initial Business Combination) and offering expenses, the total net proceeds from our Initial Public Offering and the Private Placement were approximately $234.4 million, of which approximately $233.0 million (or $10.00 per Unit sold in the Initial Public Offering) was placed in the Trust Account.ItemDefaults Upon Senior SecuritiesItemMine Safety DisclosuresItemOther InformationItemExhibitsExhibits not incorporated by reference to a prior filing are designated by an asterisk (*); all exhibits not so designated are incorporated by reference to a prior filing as indicated.Exhibit NumberDescription31.1*31.2* 31.2*32.1** 32.1*32.2** 32.2*101.INS* 101.INSXBRL Instance Document 101.SCH101.SCH*XBRL Taxonomy Extension Schema Document 101.CAL101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF101.DEF*XBRL Taxonomy Extension Definition Linkbase Document 101.LAB101.LAB*XBRL Taxonomy Extension Label Linkbase Document 101.PRE101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101)
* Filed herewith.authorized on this 13th day of May, 2019.authorized.TORTOISE ACQUISITION CORP.Date: November 8, 2022 HYLIION HOLDINGS CORP. /s/ Vincent T. CubbageName:Vincent T. Cubbage/s/ Thomas HealyTitle:Name: Title: President and Chief Executive Officer
(Principal Executive Officer)/s/ Connie SavageJon PanzerName: Connie SavageJon PanzerTitle:
(Principal Financial Officer)23