What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2021-02-26 compared with 2020-03-23 · 785 added, 1073 removed, 0 unchanged (100% of the section changed)

are a blank check company incorporated on November 7, 2018 as a Delaware corporation and formed for the purpose of effecting a

merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or

more businesses.

We have reviewed, and continue to review, a number of opportunities to enter into an initial business combination

with an operating business, but we are not able to determine at this time whether we will complete an initial business combination

with any of the target businesses that we have reviewed or with any other target business.

November 2018, our Sponsor purchased 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”)

for $25,000, or approximately $0.004 per share.

In February 2019, we effected a stock dividend of 718,750 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 of our Initial Public Offering did not exercise their over-allotment option).

Also in February 2019, our Sponsor transferred 1,265,625 Founder Shares to Tortoise Borrower, LLC, a Delaware limited liability

company (“Tortoise Borrower”) and an affiliate of our Sponsor.

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 March 4, 2019, Tortoise Borrower transferred

1,265,625 Founder Shares to 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, pursuant to the Forward Purchase Agreement (as defined below)

and our Sponsor transferred 40,000 Founder Shares to each of our independent directors.

The holders of our Founder Shares prior

to our Initial Public Offering are referred to herein as our “initial stockholders.”

the Closing Date, we consummated our 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.

Each Unit consists of one share

of our Class A common stock and one-half of one warrant.

Each whole warrant (a “public warrant”) entitles the holder

thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment, and only whole

warrants are exercisable.

The public warrants will become exercisable on the later of 30 days after the completion of our initial

business combination and 12 months from the closing of our Initial Public Offering, and will expire five years after the completion

of our initial business combination or earlier upon redemption or liquidation.

March 4, 2019, simultaneously with the consummation of our Initial Public Offering, we completed the private sale of 6,660,183

private placement warrants (the “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.

Each Private Placement Warrant entitles the holder to

purchase one share of our Class A common stock at $11.50 per share.

The Private Placement Warrants (including the Class A common

stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the

holder until 30 days after the completion of our initial business combination.

Approximately

$233.0 million of the net proceeds from our Initial Public Offering and the sale of the Private Placement Warrants has been deposited

in a trust account established for the benefit of our public stockholders (the “Trust Account”).

connection with our Initial Public Offering, Atlas Point Fund entered into an amended and restated forward purchase agreement

(the “Forward Purchase Agreement”) with us that provides for the purchase by Atlas Point fund of 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 our initial business combination.

The Forward Purchase

Agreement also provides that Atlas Point Fund will be entitled to certain registration rights with respect to the Forward Purchase

The Forward Purchase Agreement is subject to conditions, including Atlas Point Fund giving the Company its irrevocable

written consent, which Atlas Point Fund may grant or withhold in its sole discretion, 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.

received gross proceeds from our Initial Public Offering and the sale of the Private Placement Warrants of approximately $233.0

million and $6.66 million, respectively, for an aggregate of approximately $239.66 million.

Approximately $233.0 million of the

gross proceeds were deposited into the Trust Account.

The approximately $233.0 million of net proceeds held in the Trust Account

includes approximately $8.13 million of deferred underwriting discounts and commissions that will be released to the underwriters

of our Initial Public Offering upon completion of our initial business combination.

Of the gross proceeds from our Initial Public

Offering and the sale of the Private Placement Warrants that were not deposited in the Trust Account, approximately $4.64 million

was used to pay underwriting discounts and commissions in connection with our Initial Public Offering, approximately $580,000

was used to repay loans and advances from our Sponsor, and the balance was reserved to pay accrued offering and formation costs,

business, legal and accounting due diligence expenses on prospective acquisitions and continuing general and administrative expenses.

shares of our Class B common stock that we issued prior to the Closing Date will automatically convert into shares of our Class

A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment for stock splits,

stock dividends, reorganizations, recapitalizations and the like.

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 our Initial Public Offering and related

to the closing of the initial business combination (other than the Forward Purchase Securities), the ratio at which the shares

of our Class B common stock will convert into shares of our Class A common stock will be adjusted (unless the holders of a majority

of the outstanding shares of our 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 issued and outstanding 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 our Initial Public Offering plus all shares of Class A common stock and equity-linked

securities issued or deemed issued in connection with the business combination (excluding the Forward Purchase Securities and

any shares or equity-linked securities issued, or to be issued, to any seller in the business combination).

April 19, 2019, we announced that, commencing April 22, 2019, holders of the Units sold in our Initial Public Offering may elect

to separately trade the shares of Class A common stock and public warrants included in the Units.

The shares of Class A common

stock and public warrants that are separated trade on the New York Stock Exchange (the “NYSE”) under the symbols “SHLL”

and “SHLL WS,”

respectively.

Those Units not separated will continue to trade on the NYSE under the symbol “SHLL.U.”

are a recently organized blank check company incorporated as a Delaware corporation in November 2018 and formed for the purpose

of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination

with one or more businesses, which we refer to throughout this Annual Report on Form 10-K as our initial business combination.

We intend to acquire and operate a business in the energy industry and believe our management team together with Tortoise, an

affiliate of our Sponsor, are well suited to identify opportunities that have the potential to generate attractive risk-adjusted returns

for our stockholders, although we may pursue a business combination opportunity in any business or industry.

intend to identify and acquire a business that could benefit from a hands-on owner with extensive operational experience

in the energy sector and that presents potential for an attractive risk-adjusted return profile under our stewardship.

fundamentally sound companies can often under-perform their potential due to a temporary period of dislocation in the markets

in which they operate, inefficient capital allocation, over-levered capital structures, excessive cost structures, incomplete

management teams or inappropriate business strategies.

Our management team has extensive experience in the energy industry, ranging

from acquiring and developing assets and companies, managing companies, including a publicly traded company, and making joint

venture investments to selling companies in private sales or public transactions.

Additionally, affiliates of our Sponsor have

a long track record of making investments in publicly traded and privately held companies operating in the energy sector.

this experience makes us very well situated to identify, source, negotiate and execute an initial business combination with an

attractive energy-related target.

believe a key advantage in sourcing potential business combination targets is our extensive network of contacts which include

senior contacts in the energy industry, investment banking, private equity and other financial sponsors and owners of private

Sponsor, Tortoise Sponsor LLC, is an entity owned by an affiliate of Tortoise and members of our management.

Founded in 2002,

Tortoise has a family of investment funds with over $21.3 billion of assets under management as of December 31, 2019.

For more than sixteen years, Tortoise has distinguished itself by being a market innovator and introduced the first direct placement,

SEC-registered midstream oriented closed-end fund and North American pipeline fund.

Tortoise has built a successful

track record through a disciplined investment framework with expertise that spans across the entire energy value chain in addition

to sustainable infrastructure, including wind, solar and battery storage assets.

Tortoise has a robust deal flow track record

and a long history of partnering with public and private equity investors across many of the leading companies in the energy sector,

completing over 80 prior direct investment transactions through various vehicles across the firm.

As a result of its investment

activities, Tortoise has developed deep industry relationships within the broad energy sector.

We believe the reputation and expertise

of Tortoise and our management team in the energy industry will make us a preferred partner for potential business combination

objective is to generate attractive returns for our stockholders.

We will seek to do this by utilizing a disciplined investment

process when reviewing candidates for our initial business combination.

Our management team includes industry experts with the

ability to identify attractive business combination candidates and capitalize on favorable industry trends.

The breadth and depth

of our operating and investing experience will enable us to consider candidates in multiple sectors within the energy industry

and target the area with the most compelling potential returns.

We believe this flexibility increases the probability of successfully

executing our business strategy.

will seek to capitalize on the approximately 25 years of experience in the energy industry of our Chief Executive Officer, Vincent

Cubbage founded Lightfoot Capital Partners LP (together with its general partner, “Lightfoot

Capital”), an energy-focused private investment vehicle, to make opportunistic investments in energy related companies

or assets, raising private capital for investments from a number of leading energy investors that were part of Lightfoot Capital’s

private investor group, including Tortoise, Blackrock, Magnetar Capital, GE Energy Financial Services and Atlas Energy.

Chief Executive Officer of Lightfoot Capital, Mr.

Cubbage led the investment strategy of the firm and oversaw the evaluation

and detailed diligence process of hundreds of potential acquisition and investment opportunities across the broad natural resources

and industrial sectors.

2007 to 2017, Mr.

Cubbage was responsible for overseeing the acquisition, development and sale of two operating companies

following the completion of 14 bolt-on acquisitions.

Cubbage spearheaded Lightfoot Capital’s development of

International Resource Partners LP, a natural resources mining company that was sold in 2011 for $475 million.

In 2013, after

developing an initial set of terminal assets into a public company scale business, Mr.

Cubbage guided the initial public

offering of Arc Logistics Partners (NYSE:

ARCX), and served as its Chief Executive Officer and Chairman of the Board.

Arc Logistics

Partners grew under Mr.

Cubbage’s leadership from its initial asset base of seven terminals and 1.5 million barrels

of storage capacity in 2007 to 21 terminals located throughout the United States with 7.8 million barrels of storage capacity

Cubbage managed the process for the sale of Arc Logistics Partners, which had an enterprise value of approximately

$692.5 million when sold at the end of 2017.

to founding Lightfoot Capital, Mr.

Cubbage was a Senior Managing Director and Head of the Midstream sector in the investment

banking division of Banc of America Securities, where he led the origination and execution of numerous transactions across a broad

array of strategic opportunities and capital market issuers.

Prior to joining Banc of America Securities, Mr.

a Vice President at Salomon Smith Barney in the Global Energy and Power Group.

his experience as founder and Chief Executive Officer of Lightfoot Capital and Chief Executive Officer and Chairman of the Board

of Arc Logistics Partners, together with his experience as an energy-sector investment banker for over 12 years, Mr.

developed deep contacts within the energy and private equity industries and with investment and commercial banking firms.

these contacts will help us source our initial business combination.

Cubbage also developed significant practical experience

and strong leadership abilities in operating both publicly traded and privately held companies as well as considerable commercial

and technical knowledge of companies operating within the energy sector.

In particular, Mr.

Cubbage’s prior experience

in energy-related merger and acquisition transactions makes him well suited to direct and oversee our management team to:

potential attractive acquisition candidates or assets for our initial business combination and capitalize on favorable industry

● simultaneously

evaluate multiple acquisition and investment opportunities;

detailed due diligence analysis of both industry and business issues affecting acquisition candidates on a timely basis;

negotiate the terms of and consummate complex transactions, including any debt or equity financing for our initial business combination.

respect to the foregoing examples, past performance of Tortoise or Lightfoot Capital, including by our management team, is not

a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify

a suitable candidate for our initial business combination.

You should not rely on the historical record of Tortoise or Lightfoot

Capital or our management’s performance as indicative of our future performance.

have entered into a Forward Purchase Agreement pursuant to which Atlas Point Fund, which is a fund managed by CIBC National Trust

but is not affiliated with us or our Sponsor, agreed to purchase up to an aggregate maximum amount of $150,000,000 of either (i)

a number of Forward Purchase Units for $10.00 per unit or (ii) a number of Forward Purchase Shares for $9.67 per share, in a private

placement that will close simultaneously with the closing of our initial business combination.

Whether we will issue Atlas Point

Fund Forward Purchase Units valued at $10.00 per unit or Forward Purchase Shares valued at $9.67 per share will be determined

at our election, and in our sole discretion, at least 10 business days prior to the closing of our initial business combination.

Each whole forward purchase warrant is exercisable to purchase one share of our Class A common stock at $11.50 per share.

Forward Purchase Warrants have the same terms as the public warrants and the Forward Purchase Shares are identical to the shares

of Class A common stock included in the Units sold in our Initial Public Offering, except the Forward Purchase Shares and the

Forward Purchase Warrants are subject to transfer restrictions and certain registration rights.

The funds 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 for the working capital needs of the post-transaction company.

This agreement is independent of

the percentage of stockholders electing to redeem their public shares and may provide us with an increased minimum funding level

for the 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 it of our

intention to meet to consider entering into a definitive agreement for a proposed 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.

Please see the risk factor entitled “In

evaluating a prospective target business for our initial business combination, our management may consider the availability of

funds from the sale of the Forward Purchase Securities, which may be used as part of the consideration to the sellers in the initial

business combination.

If Atlas Point Fund decides not to exercise its right to purchase all or some of the Forward Purchase Securities,

we may decide not to consummate our initial business combination, or if we decide to, we may lack sufficient funds to consummate

our initial business combination”

for more information.

Additionally, pursuant to the terms of the Forward Purchase Agreement,

we granted Atlas Point Fund the right to appoint a single observer to our board of directors until the consummation of our initial

business combination.

Such observer does not have voting rights or otherwise have any of the powers of a member of our board of

believe our ability to complete an initial business combination will be enhanced by our entering into this Forward Purchase Agreement

with Atlas Point Fund.

of our officers or directors has served as a sponsor, director or officer of any blank check companies or special purpose acquisition

companies in the past.

business strategy is to identify, combine with and maximize the value of a company with operations in the energy industry.

will focus our efforts on opportunities where we feel we have a competitive advantage and are best situated to enhance the value

of the business after completion of the initial business combination.

The ultimate goal of this business strategy is to maximize

stockholder value.

believe that current market conditions in the energy sector present an opportunity for attractive acquisitions, including but

not limited to reverse IPOs, non-core asset sales, undervalued or underperforming assets, restructuring transactions and

distressed corporate divestitures.

We believe that the deep industry and investing experience of our Sponsor, combined with the

extensive experience of our Chief Executive Officer as the prior leader of a NYSE-listed company in the energy sector, founder

and Chief Executive Officer of a private investment vehicle in the energy sector and senior energy-sector investment banker,

makes us very well positioned to identify, source, negotiate and execute a business combination with attractive risk-adjusted returns

for our stockholders.

management team also includes other selected former employees of Lightfoot Capital who have extensive experience in identifying,

evaluating, negotiating and completing the types of transactions that we plan to pursue for our initial business combination.

Cubbage and the other members of our management team that were formerly affiliated with Lightfoot Capital are principally

dedicated to executing our business plan, which we believe is a key competitive advantage.

management team and the investment professionals at Tortoise have an extensive network of senior contacts within the energy industry

including corporate executives, investment banking professionals, private equity and other financial sponsors, and owners of private

In addition, Tortoise has a long history of partnering with leading public and private equity investors in the energy

We believe this network is a key competitive advantage in sourcing attractive business combination targets that meet our

criteria, and that the reputation and expertise of our management team and Tortoise in the energy industry will make us a preferred

partner for potential business combination counterparties.

management team brings a diversity of transactional and investing experience that will enable us to evaluate opportunities across

multiple sectors within the energy industry.

Tortoise’s expertise spans energy investing across the entire energy value

chain in addition to sustainable infrastructure including wind, solar and water infrastructure, credit investing, direct lending

to social infrastructure projects and index construction.

Tortoise has deep industry relationships and a robust deal flow track

record, completing over 80 prior direct investment transactions through various investment vehicles across the firm.

we believe Tortoise’s extensive track record of public and private investments, including PIPEs, provides valuable expertise

in evaluating and executing capital markets transactions.

As an investment banker and the Chief Executive Officer of Lightfoot

Capital and Arc Logistics Partners, our Chief Executive Officer oversaw the evaluation of hundreds of acquisitions and investments

in the energy sector.

We believe the breadth of Tortoise’s and our Chief Executive Officer’s investment activities

in the energy industry is a competitive advantage.

believe that the operational experience of our management team should enable us to enhance the strategic and operational performance

of the assets and businesses that we acquire in order to maximize value for stockholders.

This may include improving operating

efficiencies and margins, driving revenue growth, investing in organic growth projects and pursuing future strategic acquisitions

or divestitures.

We believe our expertise in identifying and sourcing undervalued investment opportunities combined with our operational

proficiency in unlocking value provides a competitive advantage relative to other strategic and financial buyers.

Sponsor and management team have a deep understanding of capital markets, which we believe is an important aspect of a special

purpose acquisition company management team.

We believe that the combination of Mr.

Cubbage and Tortoise’s experience

and network in the public equity markets will allow us to effectively finance and structure the business combination transaction.

believe our management team whose collective experience and network, combined with resources available to us from Tortoise, will

allow us to pursue a number of transaction opportunities concurrently and expedite the time required from initial identification

of an opportunity to transaction announcement.

Combination Criteria

with our business strategy, we have identified the following general criteria and guidelines that we believe are important in

evaluating candidates for our initial business combination.

We will use these criteria and guidelines in evaluating business combination

opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these

criteria and guidelines.

We intend to focus on candidates that we believe:

benefit from our team’s operating expertise, technical expertise, structuring expertise, extensive network, insight and

capital markets expertise in the energy industry;

unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s

growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review;

at an inflection point, such as requiring additional management expertise, are able to innovate through new operational techniques,

or where we believe we can drive improved financial performance;

opportunities to grow the business through organic growth projects and third-party acquisitions;

be well received by public investors and are expected to have good access to the public capital markets;

engaged in activities that are consistent with Tortoise’s view of macro trends in the energy industry;

expected to generate attractive risk-adjusted returns for our stockholders.

criteria are not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination

may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our

management may deem relevant.

In the event that we decide to enter into our initial business combination with a target business

that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria

in our stockholder communications related to our initial business combination, which would be in the form of proxy solicitation

materials or tender offer documents that we would file with the SEC.

Business Combination

NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80%

of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding

the amount of any deferred underwriting discount held in the Trust Account).

Our board will make the determination as to the fair

market value of a target business or businesses.

If our board is not able to independently determine the fair market value of

a target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the

Financial Industry Regulatory Authority (“FINRA”), or an independent accounting firm with respect to the satisfaction

of such criteria.

While we consider it unlikely that our board will not be able to make an independent determination of the fair

market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the

target company’s business or there is a significant amount of uncertainty as to the value of the company’s assets

or prospects.

amended and restated certificate of incorporation requires the affirmative vote of a majority of our board of directors, which

must include a majority of our independent directors and each of the non-independent directors nominated by our Sponsor,

to approve our initial business combination.

may, at our option, pursue a business combination opportunity jointly with one or more entities affiliated with Tortoise and/or

one or more investors in funds or separate accounts managed by Tortoise, which we refer to as an “Affiliated Joint Acquisition.”

Any such parties would co-invest only if (i) permitted by applicable regulatory and other legal limitations;

Tortoise considered such a transaction to be mutually beneficial to us as well as the affiliated entity;

and (iii) other business

reasons exist to do so, such as the strategic merits of including such co-investors, the need for additional capital beyond the

amount held in our Trust Account to fund the business combination transaction and/or the desire to obtain committed capital for

closing the business combination transaction.

An Affiliated Joint Acquisition may be effected through a co-investment with

us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the

business combination by issuing to such parties a class of equity or equity-linked securities.

We refer to this potential

future issuance, or a similar issuance to other specified purchasers, as a “specified future issuance.”

and other terms and conditions of any such specified future issuance would be determined at the time thereof.

We are not obligated

to make any specified future issuance and may determine not to do so.

This is not an offer for any specified future issuance.

Pursuant to the anti-dilution provisions of our Class B common stock, any such specified future issuance (other than the

Forward Purchase Securities) would result in an adjustment to the conversion ratio such that our initial stockholders and their

permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all

shares of common stock outstanding upon completion of our Initial Public Offering plus all shares issued in the specified future

issuance (excluding the Forward Purchase Securities and any shares or equity-linked securities issued, or to be issued, to

any seller in the business combination), unless the holders of a majority of the then-outstanding shares of Class B common

stock agreed to waive such adjustment with respect to the specified future issuance at the time thereof.

We cannot determine at

this time whether a majority of the holders of our Class B common stock would then agree to so waive such adjustment to the conversion

They may waive such adjustment due to (but not limited to) the following:

(i) closing conditions which are part of the

agreement for our initial business combination;

(ii) negotiation with Class A stockholders on structuring an initial business

(iii) negotiation with parties providing financing which would trigger the anti-dilution provisions of the Class

B common stock;

or (iv) as part of the Affiliated Joint Acquisition.

If such adjustment is not waived, the specified future issuance

would not reduce the percentage ownership of holders of our Class B common stock, but would reduce the percentage ownership of

holders of our Class A common stock.

If such adjustment is waived, the specified future issuance would reduce the percentage ownership

of holders of both classes of our common stock.

anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in

which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or

businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests

or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other

reasons, including an Affiliated Joint Acquisition.

However, we will only complete a business combination if the post-transaction company

owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in

the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,

as amended (the “Investment Company Act”).

Even if the post-transaction company owns or acquires 50% or more

of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest

in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding

capital stock of a target.

In this case, we would acquire a 100% controlling interest in the target.

However, as a result of the

issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own

less than a majority of our outstanding shares subsequent to our initial business combination.

If less than 100% of the equity

interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion

of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test.

the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value

of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of

a tender offer or for seeking stockholder approval, as applicable.

Business Combination Process

evaluating prospective business combinations, we expect to conduct a thorough due diligence review process.

This due diligence

review process will be specific to the target business, but will include, among other things, a review of historical and projected

financial and operating data, meetings with management and their financial sponsors (if applicable), an assessment of the commodity

price risk of the business and our ability to mitigate such risks with hedges, on-site inspection of assets, discussion with

customers, legal and environmental reviews and other reviews as we deem appropriate.

We will also utilize our expertise and Tortoise’s

expertise operating energy-related assets and evaluating operating projections, financial projections and determining the

appropriate return expectations given the risk profile of the target business.

are not prohibited from pursuing an initial business combination with a company that is affiliated with Tortoise or our officers

or directors.

In the event we seek to complete our initial business combination with a company that is affiliated with Tortoise

or our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment

banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our

company from a financial point of view.

of our management team and our independent directors own (directly or indirectly) Founder Shares and/or Private Placement Warrants.

Accordingly, members of our management team and our board of directors may have a conflict of interest in determining whether

a particular target business is an appropriate business with which to effectuate our initial business combination.

Further, each

of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if

the retention or resignation of any such officers and directors were to be included as a condition to any agreement with respect

to our initial business combination.

and each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual

obligations to other entities pursuant to which such officer or director is or will be required to present a business combination

For example, Tortoise and certain of its officers currently are obligated by contract to offer or allocate certain

investment opportunities first to specific private funds managed by them.

Accordingly, if any of our officers or directors becomes

aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary

or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to

We believe, however, that the fiduciary duties or contractual obligations of Tortoise and our officers or directors

will not materially affect our ability to complete our initial business combination.

In addition, we may, at our option, pursue

an Affiliated Joint Acquisition opportunity with an entity to which Tortoise or an officer or director has a fiduciary or contractual

Any such entity may co-invest with us in the target business at the time of our initial business combination,

or we could raise additional proceeds to complete the business combination by making a specified future issuance to any such entity.

Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered

to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director

or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise

be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without

violating another legal obligation.

officers and directors have agreed not to become an officer or director of any other special purpose acquisition company with

a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), until

we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial

business combination within 24 months after the closing of our Initial Public Offering.

Management Team

of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much

of their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time

that any members of our management team will devote in any time period will vary based on whether a target business has been selected

for our initial business combination and the current stage of the business combination process.

believe our management team’s operating and transaction experience and relationships with companies provides us with a substantial

number of potential business combination targets.

Over the course of their careers, the members of our management team have developed

a broad network of contacts and corporate relationships around the world.

This network has grown through the activities of our

management team sourcing, acquiring and financing businesses, our management team’s relationships with sellers, financing

sources and target management teams and the experience of our management team in executing transactions under varying economic

and financial market conditions.

See “Part III, Item 10.

Directors, Executive Officers and Corporate Governance”

a more complete description of our management team’s experience.

as a Public Company

believe our structure will make us an attractive business combination partner to target businesses.

As an existing public company,

we offer a target business an alternative to the traditional initial public offering through a merger or other business combination

In a business combination transaction with us, the owners of the target business may, for example, exchange their shares

of stock in the target business for shares of our Class A common stock (or shares of a new holding company) or for a combination

of shares of our Class A common stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.

Although there are various costs and obligations associated with being a public company, we believe target businesses will find

this method a more certain and cost effective method to becoming a public company than the typical initial public offering.

typical initial public offering process takes a significantly longer period of time than the typical business combination transaction

process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions,

that may not be present to the same extent in connection with a business combination with us.

once a proposed business combination is completed, the target business will have effectively become public, whereas an initial

public offering is always subject to the underwriters’

ability to complete the offering, as well as general market conditions,

which could delay or prevent the offering from occurring or could have negative valuation consequences.

Once public, we believe

the target business would then have greater access to capital, an additional means of providing management incentives consistent

with stockholders’

interests and the ability to use its equity as currency for acquisitions.

Being a public company can

offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting

talented employees.

we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential

target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek

stockholder approval of any proposed initial business combination, negatively.

are 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 such, we are eligible

to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not “emerging growth companies”

including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act”), reduced disclosure obligations

regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding

a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously

If some investors find our securities less attractive as a result, there may be a less active trading market for our

securities and the prices of our securities may be more volatile.

addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition

period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words,

an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply

to private companies.

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary

of the completion of our Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion

(as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer,

which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the

prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities

during the prior three-year period.

our Initial Business Combination

intend to effectuate our initial business combination using cash from the proceeds of our Initial Public Offering and the private

placement of the Private Placement Warrants and Forward Purchase Securities, our capital stock, debt or a combination of the foregoing.

We may seek to complete our initial business combination with a company or business that may be financially unstable or in its

early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

our initial business combination is paid for using equity or debt securities, or not all of the funds released from the Trust

Account are used for payment of the consideration in connection with our business combination or used for redemptions of purchases

of our Class A common stock, we may apply the balance of the cash released to us from the Trust Account for general corporate

purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal

or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies

or for working capital.

our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you

that this assessment will result in our identifying all risks that a target business may encounter.

Furthermore, some of those

risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely

affect a target business.

may need to obtain additional financing to complete our initial business combination, either because the transaction requires

more cash than is available from the proceeds held in the Trust Account or because we become obligated to redeem a significant

number of our public shares upon completion of the business combination, or if Atlas Point Fund decides not to exercise its right

to purchase all of the Forward Purchase Securities, in which case we may issue additional securities or incur debt in connection

with such business combination.

There are no prohibitions on our ability to issue securities or incur debt in connection with

our initial business combination.

We are not currently a party to any arrangement or understanding with any third party with respect

to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.

of Target Businesses

anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment

market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises.

Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls

These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited

Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that

they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have,

as well as attending trade shows or conventions.

In addition, we expect to receive a number of proprietary deal flow opportunities

that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers

and directors.

While we do not presently anticipate engaging the services of professional firms or other individuals that specialize

in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we

may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based

on the terms of the transaction.

We will engage a finder only to the extent our management determines that the use of a finder

may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with

a potential transaction that our management determines is in our best interest to pursue.

Payment of a finder’s fee is customarily

tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the Trust Account.

event, however, will our Sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be

paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in

order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is).

have agreed to pay our Sponsor (or an affiliate thereof) a total of $10,000 per month for office space, utilities, secretarial

support and administrative services and to reimburse our Sponsor for any out-of-pocket expenses related to identifying, investigating

and completing an initial business combination.

Some of our officers and directors may enter into employment or consulting agreements

with the post-transaction company following our initial business combination.

The presence or absence of any such fees or

arrangements will not be used as a criterion in our selection process of an acquisition candidate.

are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our

Sponsor, officers or directors, or from making the acquisition through a joint venture or other form of shared ownership with

our Sponsor, officers or directors.

In the event we seek to complete our initial business combination with a business combination

target that is affiliated with our Sponsor, officers or directors, we, or a committee of independent directors, would obtain an

opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that such an

initial business combination is fair to our company from a financial point of view.

We are not required to obtain such an opinion

in any other context.

any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of

any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present

such business combination opportunity to such entity prior to presenting such business combination opportunity to us.

and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties

We may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary

or contractual obligation.

Any such entity may co-invest with us in the target business at the time of our initial business

combination, or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or

equity-linked securities.

of a Target Business and Structuring of our Initial Business Combination

NYSE rules require that our initial business combination must occur with one or more target businesses that together have an aggregate

fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working

capital purposes and excluding the amount of any deferred underwriting discount held in the Trust Account).

The fair market value

of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the

financial community, such as discounted cash flow valuation or value of comparable businesses.

If our board is not able to independently

determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment

banking firm that is a member of FINRA or from an independent accounting firm with respect to the satisfaction of such criteria.

We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more

prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank

check company or a similar company with nominal operations.

any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting

securities of the target or otherwise acquire an interest in the target sufficient for the post-transaction company not to

be required to register as an investment company under the Investment Company Act.

If we own or acquire less than 100% of the

equity interests or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired

by the post-transaction company is what will be valued for purposes of the NYSE’s 80% of net assets test.

the extent we effect our business combination with a company or business that may be financially unstable or in its early stages

of development or growth, we may be affected by numerous risks inherent in such company or business.

Although our management will

endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain

or assess all significant risk factors.

evaluating a prospective target business, we expect to conduct a thorough due diligence review, which may encompass, among other

things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection

of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available

If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business

combination transaction.

costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with

which our business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can

use to complete another business combination.

The company will not pay any consulting fees to members of our management team,

or any of their respective affiliates, for services rendered to or in connection with our initial business combination.

of Business Diversification

an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend

entirely on the future performance of a single business.

Unlike other entities that have the resources to complete business combinations

with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations

and mitigate the risks of being in a single line of business.

In addition, we intend to focus our search for an initial business

combination in a single industry.

By completing our business combination with only a single entity, our lack of diversification

us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on

the particular industry in which we operate after our initial business combination, and

us to depend on the marketing and sale of a single product or limited number of products or services.

Ability to Evaluate the Target’s Management Team

we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting

our business combination with that business, our assessment of the target business’s management may not prove to be correct.

In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with

any certainty.

The determination as to whether any of the members of our management team will remain with the combined company

will be made at the time of our initial business combination.

While it is possible that one or more of our directors will remain

associated in some capacity with us following our business combination, it is unlikely that any of them will devote their full

efforts to our affairs subsequent to our business combination.

Moreover, we cannot assure you that members of our management team

will have significant experience or knowledge relating to the operations of the particular target business.

cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.

The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our

initial business combination.

a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.

We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite

skills, knowledge or experience necessary to enhance the incumbent management.

May Not Have the Ability to Approve our Initial Business Combination

may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC, subject to the provisions of

our amended and restated certificate of incorporation.

However, we will seek stockholder approval if it is required by law or

applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons.

the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder

approval is currently required under Delaware law for each such transaction.

Type of Transaction

Purchase of assets

Purchase of stock of target not involving a merger with the company

Merger of target into a subsidiary of the company

Merger of the company with a target

the NYSE’s listing rules, stockholder approval would be required for our initial business combination if, for example:

issue shares of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock

then outstanding;

of our directors, officers or substantial security holders (as defined by the NYSE rules) has a 5% or greater interest, directly

or indirectly, in the target business or assets to be acquired and if the number of shares of common stock to be issued, or if

the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either (a) 1% of the

number of shares of common stock or 1% of the voting power outstanding before the issuance in the case of any of our directors

or officers or (b) 5% of the number of shares of common stock or 5% of the voting power outstanding before the issuance in the

case of any substantial security holders;

issuance or potential issuance of common stock will result in our undergoing a change of control.

Purchases of our Securities

the event we seek stockholder approval of our business combination and we do not conduct redemptions in connection with our business

combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors, Atlas Point Fund or their affiliates

may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following

the completion of our initial business combination.

There is no limit on the number of shares our Sponsor, directors, officers,

advisors, Atlas Point Fund or their affiliates may purchase in such transactions, subject to compliance with applicable law and

the rules of the NYSE.

However, they have no current commitments, plans or intentions to engage in such transactions and have

not formulated any terms or conditions for any such transactions.

None of the funds in the Trust Account will be used to purchase

shares or public warrants in such transactions.

If they engage in such transactions, they will not make any such purchases when

they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited

by Regulation M under the Exchange Act.

Such a purchase may include a contractual acknowledgement that such stockholder, although

still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption

the event that our Sponsor, directors, officers, advisors, Atlas Point Fund or their affiliates purchase shares in privately negotiated

transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders

would be required to revoke their prior elections to redeem their shares.

We do not currently anticipate that such purchases,

if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction

subject to the going-private rules under the Exchange Act;

however, if the purchasers determine at the time of any such purchases

that the purchases are subject to such rules, the purchasers will comply with such rules.

purpose of any such purchases of shares could be to (i) vote such shares in favor of the business combination and thereby increase

the likelihood of obtaining stockholder approval of the business combination or (ii) to satisfy a closing condition in an agreement

with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our business combination,

where it appears that such requirement would otherwise not be met.

The purpose of any such purchases of public warrants could

be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders

for approval in connection with our initial business combination.

Any such purchases of our securities may result in the completion

of our business combination that may not otherwise have been possible.

addition, if such purchases are made, the public “float”

of our common stock or public warrants may be reduced and

the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation,

listing or trading of our securities on a national securities exchange.

Sponsor, officers, directors, Atlas Point Fund and/or their affiliates anticipate that they may identify the stockholders with

whom our Sponsor, officers, directors, Atlas Point Fund or their affiliates may pursue privately negotiated purchases by either

the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders (in the case of shares

of Class A common stock) following our mailing of proxy materials in connection with our initial business combination.

extent that our Sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify

and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share

of the Trust Account or vote against our initial business combination, whether or not such stockholder has already submitted a

proxy with respect to our initial business combination but only if such shares have not already been voted at the stockholder

meeting related to our initial business combination.

Our Sponsor, officers, directors, advisors or any of their affiliates will

select which stockholders to purchase shares from based on the negotiated price and number of shares and any other factors that

they may deem relevant, and will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the

other federal securities laws.

purchases by our Sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under

the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a

safe harbor from liability for manipulation under Section 9(a)(2) of and Rule 10b-5 under the Exchange Act.

Rule 10b-18 has

certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser.

officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2)

of or Rule 10b-5 under the Exchange Act.

Rights for Public Stockholders upon Completion of our Initial Business Combination

will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon

the completion of our initial business combination at a per-share price, payable in cash, equal to 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 earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes,

divided by the number of then-outstanding public shares, subject to the limitations described herein.

The per-share amount

we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting discounts and

commissions we will pay to the underwriters of our Initial Public Offering.

Our Sponsor, officers and directors and Atlas Point

Fund have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect

to any Founder Shares held by them and any public shares held by them in connection with the completion of our business combination.

on Redemptions

amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that

would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock”

However, the proposed business combination may require (i) cash consideration to be paid to the target or its owners,

(ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash

to satisfy other conditions in accordance with the terms of the proposed business combination.

In the event the aggregate cash

consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus

any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate

amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of Class A

common stock submitted for redemption will be returned to the holders thereof.

of Conducting Redemptions

will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock

upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve

the business combination or (ii) by means of a tender offer.

The decision as to whether we will seek stockholder approval of a

proposed business combination or conduct a tender offer will be made by us, solely in our 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 require us to seek stockholder

approval under applicable law or stock exchange listing requirement.

Asset acquisitions and stock purchases would not typically

require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue

more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require

stockholder approval.

If we structure a business combination transaction with a target business in a manner that requires stockholder

approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed business combination.

currently intend to conduct redemptions in connection with a stockholder vote unless stockholder approval is not required by applicable

law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for

business or other legal reasons.

we hold a stockholder vote to approve our initial business combination, we will, pursuant to our amended and restated certificate

of incorporation:

the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the

solicitation of proxies, and not pursuant to the tender offer rules, and

proxy materials with the SEC.

the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection

therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business

we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of

common stock voted are voted in favor of the business combination.

A quorum for such meeting will consist of the holders present

in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all

outstanding shares of capital stock of the company entitled to vote at such meeting.

Our initial stockholders will count toward

this quorum and have agreed to vote their Founder Shares and any public shares purchased during or after our Initial Public Offering

in favor of our initial business combination.

For purposes of seeking approval of the majority of our outstanding shares of common

stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.

As a result, in addition to our initial stockholders’

Founder Shares, we would need 8,737,844, or 37.5%, of the 23,300,917

public shares sold in our Initial Public Offering to be voted in favor of a transaction (assuming all outstanding shares are voted)

in order to have our initial business combination approved.

We intend to give approximately 30 days (but not less than 10 days

nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial

business combination.

These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more

likely that we will consummate our initial business combination.

Each public stockholder may elect to redeem its public shares

irrespective of whether it votes for or against the proposed transaction.

In addition, our Sponsor, officers and directors and

Atlas Point Fund have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights

with respect to any Founder Shares and any public shares held by them in connection with the completion of a business combination.

we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated certificate

of incorporation:

the redemptions pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, which regulate issuer tender offers, and

tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same

financial and other information about the initial business combination and the redemption rights as is required under Regulation

14A under the Exchange Act, which regulates the solicitation of proxies.

the public announcement of our business combination, we or our Sponsor will terminate any plan established in accordance with

Rule 10b5-1 to purchase shares of our Class A common stock in the open market if we elect to redeem our public shares through

a tender offer, to comply with Rule 14e-5 under the Exchange Act.

the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business

days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination

until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on public stockholders not

tendering more than the number of public shares we are permitted to redeem.

If public stockholders tender more shares than we

have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

on Redemption upon Completion of our Initial Business Combination if we Seek Stockholder Approval

we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business

combination pursuant to the tender offer rules, our 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(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more

than an aggregate of 20% of the shares sold in our Initial Public Offering, which we refer to as the “Excess Shares.”

We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by

such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force

us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable

Absent this provision, a public stockholder holding more than an aggregate of 20% of the shares sold in our Initial Public

Offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our Sponsor or

our management at a premium to the then-current market price or on other undesirable terms.

By limiting our stockholders’

ability to redeem no more than 20% of the shares sold in our Initial Public Offering without our prior consent, we believe we

will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our business

combination, particularly in connection with a business combination with a target that requires as a closing condition that we

have a minimum net worth or a certain amount of cash.

However, we would not be restricting our stockholders’

vote all of their shares (including Excess Shares) for or against our business combination.

of Public Shares and Liquidation if no Initial Business Combination

amended and restated certificate of incorporation provides that we have 24 months from the closing of our Initial Public

Offering to complete our initial business combination.

If we are unable to complete our business combination within such 24-month period

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than

10 business days thereafter, 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 us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number

of then-outstanding public shares, which redemption will completely extinguish 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 our remaining stockholders and our board of directors,

dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the

requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants,

which will expire worthless if we fail to complete our business combination within the 24-month time period.

Sponsor, officers and directors and Atlas Point Fund have entered into a letter agreement with us, pursuant to which they have

waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we

fail to complete our initial business combination within 24 months from the closing of our Initial Public Offering.

if our Sponsor, officers or directors acquire public shares in or after our Initial Public Offering, they will be entitled to

liquidating distributions from the Trust Account with respect to such public shares if we fail to complete our initial business

combination within the allotted 24-month time period.

Sponsor, officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose

any amendment to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation

to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the

closing of our Initial Public Offering, unless we provide our public stockholders with the opportunity to redeem their shares

of Class A common stock upon approval of any such amendment 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 us to pay our franchise and income taxes, divided by the number of then-outstanding public shares.

may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we

are not subject to the SEC’s “penny stock”

If this optional redemption right is exercised with respect

to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with

the amendment or the related redemption of our public shares at such time.

Pursuant to our amended and restated certificate of

incorporation, such an amendment would need to be approved by the affirmative vote of the holders of at least 65% of all then-outstanding shares

of our common stock.

expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors,

will be funded from amounts held outside the Trust Account, although we cannot assure you that there will be sufficient funds

for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing our

plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay franchise and income

taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional amount

of up to $100,000 of such accrued interest to pay those costs and expenses.

proceeds deposited in the Trust Account could become subject to the claims of our creditors, which would have higher priority

than the claims of our public stockholders.

We cannot assure you that the actual per-share redemption amount received by

stockholders will not be substantially less than $10.00.

Under Section 281(b) of the Delaware General Corporation Law (the “DGCL”),

our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in

full, as applicable, if there are sufficient assets.

These claims must be paid or provided for before we make any distribution

of our remaining assets to our stockholders.

While we intend to pay such amounts, if any, we cannot assure you that we will have

funds sufficient to pay or provide for all creditors’

we will seek to have all vendors (other than our independent public accountants), service providers, prospective target businesses

and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind

in or to any monies held in the Trust Account for the benefit of our public stockholders, there is no guarantee that they will

execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the

Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims,

as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim

against our assets, including the funds held in the Trust Account.

If any third party refuses to execute an agreement waiving

such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to

it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third

party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where

we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular

expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to

execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

In addition, there

is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,

any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason.

has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent public accountants)

for services rendered or products sold to us, or a prospective target business with which we have entered into a letter of intent,

confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account

to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the

liquidation of the Trust Account, due to reductions in value of the trust assets, in each case including interest earned on the

funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, less franchise and income

taxes payable, except as to any claims by a third party or prospective target business who executed a waiver of any and all rights

to the monies held in the Trust Account (whether or not such waiver is enforceable) and except as to any claims under our indemnity

of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether

our Sponsor has sufficient funds to satisfy its indemnity obligations, and we believe that our Sponsor’s only assets are

securities of our company.

Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.

if any such claims were successfully made against the Trust Account, the funds available for our initial business combination

and redemptions could be reduced to less than $10.00 per public share.

In such event, we may not be able to complete our initial

business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares.

None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors

and prospective target businesses.

the event that the proceeds in the Trust Account are reduced below (i) $10.00 per public share or (ii) such lesser amount per

public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the

trust assets, in each case including interest earned on the funds held in the Trust Account and not previously released to us

to pay our franchise and income taxes, less franchise and income taxes payable, and our Sponsor asserts that it is unable to satisfy

its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors

would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.

While we currently

expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification

obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so

if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable

or if the independent directors determine that a favorable outcome is not likely.

We have not asked our Sponsor to reserve for

such indemnification obligations and we cannot assure you that our Sponsor would be able to satisfy those obligations.

we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less

than $10.00 per public share.

will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring

to have all vendors, service providers (other than our independent public accountants), prospective target businesses or other

entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to

monies held in the Trust Account.

the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received

by them in a dissolution.

The pro rata portion of our Trust Account distributed to our public stockholders upon the redemption

of our public shares in the event we do not complete our business combination within 24 months from the closing of our Initial

Public Offering may be considered a liquidating distribution under Delaware law.

If the corporation complies with certain procedures

set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including

a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period

during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating

distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to

the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability

of the stockholder would be barred after the third anniversary of the dissolution.

if the pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our public shares in

the event we do not complete our business combination within 24 months from the closing of our Initial Public Offering is

not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant

to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption

distribution, instead of three years, as in the case of a liquidating distribution.

If we are unable to complete our business

combination within 24 months from the closing of our Initial Public Offering, we will:

(i) cease all operations except for

the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, 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 us to pay our franchise and income taxes

(less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which

redemption will completely extinguish 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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case

to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

it is our intention to redeem our public shares as soon as reasonably possible following our 24th month and, therefore, we do

not intend to comply with those procedures.

As such, our stockholders could potentially be liable for any claims to the extent

of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary

of such date.

we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us

at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against

us within the subsequent 10 years.

However, because we are a blank check company, rather than an operating company, and our operations

will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors

(such as lawyers, investment bankers, etc.) or prospective target businesses.

As described above, we will seek to have all vendors,

service providers (other than our independent public accountants), prospective target businesses or other entities with which

we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in

the Trust Account.

we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held

in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to

the claims of third parties with priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete the

Trust Account, we cannot assure you we will be able to return $10.00 per share to our public stockholders.

Additionally, if we

file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions

received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential

transfer”

or a “fraudulent conveyance.”

As a result, a bankruptcy court could seek to recover some or all amounts

received by our stockholders.

Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors

and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public stockholders

from the Trust Account prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought against

us for these reasons.

public stockholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our public

shares if we are unable to complete our business combination within 24 months from the closing of our Initial Public Offering,

subject to applicable law, (ii) in connection with a stockholder vote to approve an amendment to our amended and restated certificate

of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not

consummated an initial business combination within 24 months from the closing of our Initial Public Offering or (iii) if

they redeem their respective shares for cash upon the completion of the initial business combination.

In no other circumstances

will a stockholder have any right or interest of any kind to or in the Trust Account.

In the event we seek stockholder approval

in connection with our initial business combination, a stockholder’s voting in connection with the business combination

alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account.

Such stockholder must have also exercised its redemption rights described above.

These provisions of our amended and restated

certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with

a stockholder vote.

Payments to Insiders

will be no finder’s fees, reimbursements or cash payments made by the Company to our Sponsor, officers or directors, or

our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination,

other than the following payments, none of which will be made from the proceeds of our Initial Public Offering held in the Trust

Account prior to the completion of our initial business combination:

of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related

and organizational expenses;

● reimbursement

for office space, utilities, secretarial support and administrative services provided

to us by our Sponsor (or an affiliate thereof), in an amount equal to $10,000 per month;

● reimbursement

for any out-of-pocket expenses related to identifying, investigating, negotiating and

completing an initial business combination;

of loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of

our officers and directors to finance transaction costs in connection with an intended

initial business combination.

Up to $1,500,000 of such loans may be convertible into

warrants of the post business combination entity at a price of $1.00 per warrant at the

option of the lender.

The warrants would be identical to the Private Placement Warrants,

including as to exercise price, exercisability and exercise period.

Except for the foregoing,

the terms of such loans, if any, have not been determined and no written agreements exist

with respect to such loans.

identifying, evaluating and selecting a target business for our business combination, we may encounter intense competition from

other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged

buyout funds, and operating businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive

experience identifying and effecting business combinations directly or through affiliates.

Moreover, many of these competitors

possess greater financial, technical, human and other resources than we do.

Our ability to acquire larger target businesses will

be limited by our available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition

of a target business.

Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption

rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future

dilution they potentially represent, may not be viewed favorably by certain target businesses.

Either of these factors may place

us at a competitive disadvantage in successfully negotiating an initial business combination.

currently have four officers.

These individuals are not obligated to devote any specific number of hours to our matters but they

intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time that they will devote in any time period will vary based on whether a target business has been selected for

our initial business combination and the stage of the business combination process we are in.

Reporting and Financial Information

have registered our Units, Class A common stock and public warrants under the Exchange Act and have reporting obligations, including

the requirement that we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange

Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

will provide stockholders with audited financial statements of the prospective target business as part of the proxy solicitation

or tender offer materials (as applicable) sent to stockholders.

These financial statements may be required to be prepared in accordance

generally accepted accounting principles (“GAAP”), or reconciled to GAAP, or International Financial Reporting

Standards (“IFRS”), depending on the circumstances, and the historical financial statements may be required to be

audited in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”).

These financial

statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to

provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial

business combination within the prescribed time frame.

We cannot assure you that any particular target business identified by

us as a potential acquisition candidate will have financial statements prepared in accordance with the requirements outlined above,

or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined

To the extent that any applicable requirements cannot be met, we may not be able to acquire the proposed target business.

While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.

Corporate Information

Hyliion is a Delaware

corporation headquartered in Cedar Park, Texas.

On October 1, 2020 (the “Closing Date”), Tortoise Acquisition Corp.

(“TortoiseCorp”) entered into a business combination agreement (the “Business Combination”) with each of

the shareholders of Hyliion Inc.

(“Legacy Hyliion”), and consummated the merger contemplated by the Business Combination,

with Legacy Hyliion surviving the merger as a wholly-owned subsidiary of TortoiseCorp.

As a result of the Business Combination,

we became a NYSE listed company.

Our mission is to

be the leading provider of electrified powertrain solutions for the commercial vehicle industry.

Our goal is to reduce the carbon

intensity and Greenhouse Gas (“GHG”) emissions of the transportation sector by providing electrified powertrain solutions

for Class 8 commercial vehicles at the lowest total cost ownership (“TCO”).

Our solutions utilize our proprietary battery

systems, control software and data analytics, combined with fully integrated electric motors and power electronics, to produce

electrified powertrain systems that either augment, in the case of our Hybrid system, or fully replace, in the case of the Hypertruck

ERX system, a natural gas fueled engine powering the battery that improves their performance.

By reducing both GHG emissions and

TCO, our environmentally conscious solutions support our customers’

pursuit of their sustainability and financial objectives.

We are currently developing

two electrified powertrain systems for long-haul Class 8 commercial vehicles:

our Hybrid system and our Hypertruck ERX system.

Our Hybrid system has been installed in low volume on our initial customers’

commercial vehicles.

Across the customer installations

and over the entire Hyliion fleet we have accumulated millions of real world road miles on Class 8 commercial vehicles.

system can either be installed on a new vehicle during assembly and prior to entering fleet service or retrofit to an existing

in-service vehicle.

Our Hypertruck ERX system is in the development stage with vehicles being built for testing and validation.

Our Hypertruck ERX system’s design and technology leverages the experience and operating data from our Hybrid system to replace

the traditional diesel powertrain installed in new vehicles.

Our Hypertruck ERX system will offer commercial vehicle owners and

operators a net carbon negative electrified powertrain option for Class 8 commercial vehicles, when using certain Renewable Natural

Gas (“RNG”).

initial expected deliveries of our Hypertruck ERX systems to customers are designed to have their batteries recharged with Compressed

Natural Gas (“CNG”).

CNG fueled recharging is preferable due to both the current comparable cost of fuels and existing

availability of CNG refueling infrastructure.

Class 8 commercial vehicles can currently be refueled with CNG through existing,

geographically diverse and third-party accessible natural gas refueling stations established across North America.

Globally, RNG,

CNG and liquefied natural gas (“LNG”) are used widely for land-based transport and trucking and Hyliion believes there

are established, geographically diverse and third-party accessible refueling stations available in certain areas in which Hyliion

expects it may sell its electrified powertrain solutions in the future.

We believe there is opportunity for adoption of our electrified

powertrain solutions across Europe.

This existing and accessible refueling infrastructure will significantly reduce the buildout

time and cost required to utilize our Hypertruck ERX system as compared to other proposed potential electrified solutions.

“Risk Factors —

Our future growth is dependent upon the commercial trucking industry’s willingness to adopt

alternative fuel, hybrid and electric vehicles.”

Our Hybrid and Hypertruck

ERX systems are designed to be installed on most major Class 8 commercial vehicles, which gives our customers the flexibility

to continue using their preferred vehicle brands and maintain their existing fleet maintenance and operations strategies.

early Hybrid system deployments include leaders in the transportation and logistics sector.

We are focusing its initial

marketing efforts on large fleet operators as well as companies committed to reducing the overall environmental impact and fuel

costs of their owned and operated trucking fleets.

Market Opportunity

We estimate that

the global market opportunity for our products is $800 billion, based on ACT Research’s estimate of eight million Class

8 commercial vehicles currently in operation.

In addition, ACT Research estimates that the active Class 8 commercial vehicle population

will grow by approximately 4.5% annually from 2020 to 2024.

Challenges with

What changed 10-K

Item 1. Business