If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e),
§240.13d-1(f) or §240.13d-1(g), check the following box. ☐
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
1.
|
Names of reporting persons.
Axioma Ventures, LLC
|
|
2.
|
Check the appropriate box if a member of a group (see instructions)
|
(a) ☐
(b) ☒
|
3.
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SEC use only
|
|
4.
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Source of funds (see instructions)
WC
|
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5.
|
Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
|
☐
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6.
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Citizenship or place of organization
Florida
|
|
Number of
Shares
Beneficially
owned by
each
Reporting
person
with
|
7.
|
Sole voting power
0
|
|
8.
|
Shared voting power
16,656,790 (1)
|
|
9.
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Sole dispositive power
0
|
|
10.
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Shared dispositive power
16,656,790 (1)
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|
11.
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Aggregate amount beneficially owned by each reporting person
16,656,790 (1)
|
|
12.
|
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
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☐
|
13.
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Percent of class represented by amount in Row (11)
10.82% (1)
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|
14.
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Type of reporting person (see instructions)
OO
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(1)
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Based on 153,901,829 shares of common stock, par value $0.0001 per share (the “Common
Stock”), outstanding as of October 1, 2020.
|
1.
|
Names of reporting persons.
Axioma Holdings, LLC
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|
2.
|
Check the appropriate box if a member of a group (see instructions)
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(a) ☐
(b) ☒
|
3.
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SEC use only
|
|
4.
|
Source of funds (see instructions)
AF
|
|
5.
|
Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
|
☐
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6.
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Citizenship or place of organization
Florida
|
|
Number of
Shares
Beneficially
owned by
each
Reporting
person
with
|
7.
|
Sole voting power
0
|
|
8.
|
Shared voting power
16,656,790 (1)
|
|
9.
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Sole dispositive power
0
|
|
10.
|
Shared dispositive power
16,656,790 (1)
|
|
11.
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Aggregate amount beneficially owned by each reporting person
16,656,790 (1)
|
|
12.
|
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
|
☐
|
13.
|
Percent of class represented by amount in Row (11)
10.82% (1)
|
|
14.
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Type of reporting person (see instructions)
HC
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(1)
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Based on 153,901,829 shares of Common Stock outstanding as of October 1, 2020.
|
1.
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Names of reporting persons.
Axioma Management, LLC
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|
2.
|
Check the appropriate box if a member of a group (see instructions)
|
(a) ☐
(b) ☒
|
3.
|
SEC use only
|
|
4.
|
Source of funds (see instructions)
AF
|
|
5.
|
Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
|
☐
|
6.
|
Citizenship or place of organization
Florida
|
|
Number of
Shares
Beneficially
owned by
each
Reporting
person
with
|
7.
|
Sole voting power
0
|
|
8.
|
Shared voting power
16,656,790 (1)
|
|
9.
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Sole dispositive power
0
|
|
10.
|
Shared dispositive power
16,656,790 (1)
|
|
11.
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Aggregate amount beneficially owned by each reporting person
16,656,790 (1)
|
|
12.
|
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
|
☐
|
13.
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Percent of class represented by amount in Row (11)
10.82%
|
|
14.
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Type of reporting person (see instructions)
HC
|
|
(1)
|
Based on 153,901,829 shares of Common Stock outstanding as of October 1, 2020.
|
1.
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Names of reporting persons.
Howard M. Jenkins
|
|
2.
|
Check the appropriate box if a member of a group (see instructions)
|
(a) ☐
(b) ☒
|
3.
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SEC use only
|
|
4.
|
Source of funds (see instructions)
AF
|
|
5.
|
Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
|
☐
|
6.
|
Citizenship or place of organization
United States
|
|
Number of
Shares
Beneficially
owned by
each
Reporting
person
with
|
7.
|
Sole voting power
0
|
|
8.
|
Shared voting power
16,656,790 (1)
|
|
9.
|
Sole dispositive power
0
|
|
10.
|
Shared dispositive power
16,656,790 (1)
|
|
11.
|
Aggregate amount beneficially owned by each reporting person
16,656,790 (1)
|
|
12.
|
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
|
☐
|
13.
|
Percent of class represented by amount in Row (11)
10.82% (1)
|
|
14.
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Type of reporting person (see instructions)
IN
|
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(1)
|
Based on 153,901,829 shares of Common Stock outstanding as of October 1, 2020.
|
1.
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Names of reporting persons.
Alexander H. Jenkins
|
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2.
|
Check the appropriate box if a member of a group (see instructions)
|
(a) ☐
(b) ☒
|
3.
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SEC use only
|
|
4.
|
Source of funds (see instructions)
AF
|
|
5.
|
Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
|
☐
|
6.
|
Citizenship or place of organization
United States
|
|
Number of
Shares
Beneficially
owned by
each
Reporting
person
with
|
7.
|
Sole voting power
0
|
|
8.
|
Shared voting power
16,656,790 (1)
|
|
9.
|
Sole dispositive power
0
|
|
10.
|
Shared dispositive power
16,656,790 (1)
|
|
11.
|
Aggregate amount beneficially owned by each reporting person
16,656,790 (1)
|
|
12.
|
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
|
☐
|
13.
|
Percent of class represented by amount in Row (11)
10.82% (1)
|
|
14.
|
Type of reporting person (see instructions)
IN
|
|
(1)
|
Based on 153,901,829 shares of Common Stock outstanding as of October 1, 2020.
|
1.
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Names of reporting persons.
Kiran Lingam
|
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2.
|
Check the appropriate box if a member of a group (see instructions)
|
(a) ☐
(b) ☒
|
3.
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SEC use only
|
|
4.
|
Source of funds (see instructions)
AF
|
|
5.
|
Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
|
☐
|
6.
|
Citizenship or place of organization
United States
|
|
Number of
Shares
Beneficially
owned by
each
Reporting
person
with
|
7.
|
Sole voting power
0
|
|
8.
|
Shared voting power
16,656,790 (1)
|
|
9.
|
Sole dispositive power
0
|
|
10.
|
Shared dispositive power
16,656,790 (1)
|
|
11.
|
Aggregate amount beneficially owned by each reporting person
16,656,790 (1)
|
|
12.
|
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
|
☐
|
13.
|
Percent of class represented by amount in Row (11)
10.82% (1)
|
|
14.
|
Type of reporting person (see instructions)
IN
|
|
(1)
|
Based on 153,901,829 shares of Common Stock outstanding as of October 1, 2020.
|
Item 1. Security
and Issuer.
This Schedule 13D (this “Schedule 13D”)
relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Hyliion Holdings Corp., a
Delaware corporation (formerly Tortoise Acquisition Corp.) (the “Issuer”). The principal executive offices of
the Issuer are located at 1202 BMC Drive, Suite 100, Cedar Park, TX 78613.
Item 2. Identity
and Background.
The persons filing this statement and the persons
enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors,
executive officers and controlling persons and the information regarding them, are as follows:
(a) This
Schedule 13D is filed by:
·
Axioma Ventures, LLC, a Florida limited liability company (“Axioma Ventures”);
·
Axioma Holdings, LLC, a Florida limited liability company (“Axioma Holdings”);
·
Axioma Management, LLC, a Florida limited liability company (“Axioma Management”);
·
Howard M. Jenkins, a director of the Issuer;
·
Alexander H. Jenkins; and
·
Kiran Lingam.
The foregoing persons are hereinafter sometimes collectively
referred to as the “Reporting Persons.” The shares of Common Stock to which this Schedule 13D relates
are held of record by Axioma Ventures. The sole member of Axioma Ventures is Axioma Holdings and the managers of Axioma Ventures
are Alexander Jenkins and Kiran Lingam. The sole manager of Axioma Holdings is Axioma Management. Howard
Jenkins, Alexander Jenkins and Kiran Lingam are managers of Axioma Management. Each of Axioma Holdings, Axioma Management,
Howard Jenkins, Alexander Jenkins and Kiran Lingam therefore may be deemed to share voting and dispositive power with respect to
the shares of Common Stock held of record by Axioma Ventures. In addition, Howard M. Jenkins serves as Class II director
of the Issuer, with his term expiring at the Issuer’s 2022 annual meeting of stockholders.
|
(b)
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The business address of the Reporting Persons is c/o Axioma Management, LLC, 601 South Boulevard, Tampa, FL 33606.
|
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(c)
|
The present principal occupation or employment of each of the Reporting Persons
and the name, principal business and address of any corporation or other organization in which such employment is conducted is
as follows:
|
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·
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Axioma Ventures is a venture capital firm with its address at 601 South Boulevard,
Tampa, FL 33606.
|
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·
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Axioma Holdings and Axioma Management are holding companies engaged, through
their subsidiaries, in investments.
|
|
·
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Howard Jenkins, Alexander Jenkins and Kiran Lingam are each managers at Axioma
Management, which is engaged, through its subsidiaries, in investments, and has its principal business address at 601 South Boulevard,
Tampa, FL 33606.
|
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(d)
|
During the last five years, none of the Reporting Persons has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
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(e)
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During the last five years, none of the Reporting Persons was a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
|
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(f)
|
The citizenship or place of organization for each of the Reporting Persons is listed in Row 6
of the cover pages hereto.
|
Item 3. Source
and Amount of Funds or Other Consideration.
The consideration
used to acquire beneficial ownership of the shares of Common Stock of the Issuer consisted of securities of Hyliion Inc. (“Legacy
Hyliion”). The Reporting Persons acquired the shares of Common Stock pursuant to the Business Combination Agreement and
Plan of Reorganization, dated as of June 18, 2020 (the “Business Combination Agreement”), by and among
Tortoise Acquisition Corp. (“Tortoise”), Legacy Hyliion and SHLL Merger Sub Inc., a wholly-owned subsidiary
of Tortoise (“Merger Sub”), pursuant to which Merger Sub merged (the “Merger”) with and into
Legacy Hyliion, with Legacy Hyliion surviving the merger as a wholly-owned subsidiary of Tortoise (which subsequently changed its
name to “Hyliion Holdings Corp.”). Axioma Ventures used working capital in order to acquire the securities of
Legacy Hyliion.
Item 4. Purpose of Transaction.
The information provided in response to Items 2 and 3 hereof is incorporated herein by reference.
The Reporting Persons acquired the Common Stock
for investment purposes in the Reporting Persons’ ordinary course of business. In pursuing such investment purposes, the
Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at times, and in such
manner (including pursuant to hedging transactions), as they deem advisable to benefit from changes in market prices of the Common
Stock, changes in the Issuer’s operations, business strategy or prospects, or from a sale or merger of the Issuer. To evaluate
such alternatives, the Reporting Persons routinely will monitor the Issuer’s operations, prospects, business development,
management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment
opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with their investment
research methods and evaluation criteria, the Reporting Persons may discuss such matters with management or directors of the Issuer,
other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals,
sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Reporting Persons’
modifying their ownership of the Common Stock, exchanging information with the Issuer pursuant to appropriate confidentiality or
similar agreements, proposing changes in the Issuer’s operations, governance or capitalization, or in proposing one or more
of the other actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right
to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer, including
any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional shares of Common
Stock or dispose of all shares of Common Stock beneficially owned by them, in the public market or privately negotiated transactions.
The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.
Item 5. Interest
in Securities of the Issuer.
|
(a) – (b)
|
The information
relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover
pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated
based upon 153,901,829 shares of Common Stock outstanding, as set forth in the Issuer’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on October 7, 2020.
|
|
|
|
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(c)
|
Except as set forth in Item 4 hereof, the Reporting Persons have not effected any transactions
in the Common Stock in the sixty (60) days preceding the date of this Schedule 13D.
|
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(d)
|
Except as set forth in Item 6 hereof, no person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein.
|
The information in Items 4 and 6 hereof is incorporated
by reference herein.
Item 6. Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information in Items 2 and 3 is incorporated by reference
herein.
In connection with the Merger, on October 1, 2020, the
Issuer and certain stockholders of Legacy Hyliion, including Axioma Ventures, and executives of the Company (the “Legacy
Holders”) entered into a Lock-Up Agreement (each, a “Lock-Up Agreement”). The terms of the Lock-Up
Agreements provide for the Common Stock held by the Legacy Holders as of immediately after the Merger to be locked-up for a period
of 180 days after the closing of the Merger, subject to certain exceptions.
In connection with the Merger, the Issuer entered
into an Amended and Restated Registration Rights Agreement with several parties (the “Holders”), including
Axioma Ventures, pursuant to which the Holders, subject to certain conditions, are entitled to registration rights with respect
to securities of the Issuer (the “Registrable Securities”). Pursuant to this agreement, the Issuer agreed that,
within 30 calendar days after the consummation of the Merger, it will file with the SEC a registration statement registering the
resale of the Registrable Securities, and use its reasonable best efforts to have such registration statement declared effective
by the SEC as soon as reasonably practicable after the filing thereof. Certain of the Holders were granted demand underwritten
offering registration rights and all of the Holders were granted piggyback registration rights. The agreement terminates upon
the earlier of (a) ten years following the Merger or (b) the date as of which the Holders cease to hold any registrable securities.
The Reporting Persons are parties to an agreement with
respect to the joint filing of this Schedule 13D and any amendments hereto. A copy of such agreement is attached as Exhibit 1 to
this Schedule 13D and is incorporated by reference herein.
Item 7. Material
to Be Filed as Exhibits.
* Filed herewith.
SIGNATURES
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATED: October
13, 2020
|
AXIOMA VENTURES, LLC
|
|
By: AXIOMA HOLDINGS, LLC, its sole member
|
|
By: AXIOMA MANAGEMENT, LLC, its manager
|
|
|
|
By: /s/ Howard M. Jenkins
|
|
Howard M. Jenkins, manager
|
|
|
|
|
|
AXIOMA HOLDINGS, LLC
|
|
By: AXIOMA MANAGEMENT, LLC, its manager
|
|
|
|
|
|
By: /s/ Howard M. Jenkins
|
|
Howard M. Jenkins, manager
|
|
|
|
|
|
AXIOMA MANAGEMENT, LLC
|
|
|
|
By: /s/ Howard M. Jenkins
|
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Howard M. Jenkins, manager
|
|
|
|
|
|
/s/ Howard M. Jenkins
|
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Howard M. Jenkins
|
|
|
|
|
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/s/ Alexander H. Jenkins
|
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Alexander H. Jenkins
|
|
|
|
|
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/s/ Kiran Lingam
|
|
Kiran Lingam
|
Page 11 of 11