What changed in this filing

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Item 9A. Controls and Procedures

2021-02-26 compared with 2020-03-23 · 266 added, 856 removed, 28 unchanged (98% of the section changed)

and Procedures.

CONTROLS AND PROCEDURES

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed

in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures

designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated

and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding

required disclosure.

required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out

an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2019.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and

procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Evaluation of Disclosure

Controls and Procedures

Based on our management’s

evaluation (with the participation of our Principal Executive Officer and Principal Financial Officer) of the effectiveness of

our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the

“Exchange Act”), our Principal Executive Officer and Principal Financial Officer have concluded that, as of December

31, 2020, in light of the material weaknesses described below, certain of our disclosure controls and procedures (as defined in

Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective to ensure that the information required to be disclosed

in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods

specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate

to allow timely decisions regarding required disclosure as of December 31, 2020.

See the material weaknesses discussed below in

Management’s Annual Report on Internal Control over Financial Reporting.

Management’s

Report on Internal Control over Financial Reporting

Our management is

responsible for establishing and maintaining adequate internal controls over financial reporting, as such term is defined in Rule 13a-15(f)

under the Exchange Act.

Based on our management’s evaluation (with the participation of our Principal Executive Officer

and Principal Financial Officer), of the effectiveness of our internal controls over financial reporting as of December 31,

2020, which was based on the framework in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations

of the Treadway Commission, our Principal Executive Officer and Principal Financial Officer have concluded that, as of December

31, 2020, in light of the material weaknesses described below, our internal control over financial reporting was not effective

as of December 31, 2020.

As a result of the

assessment described above, we identified control deficiencies that constitute material weaknesses in the design and operation

of our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal

control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s

annual or interim financial statements will not be prevented or detected on a timely basis.

The following material

weaknesses, which were discovered to be material during 2020, were present at December 31, 2020:

(a) segregation of duties (resulting

from the small number of individuals performing the accounting functions), including the lack of a formal journal entry review

and approval process;

and (b) the design and operation of our information technology general controls.

During 2020, we also

had a material weakness in our overall closing and financial reporting processes, including accounting for significant and unusual

transactions.

Of these, we consider the last material weakness mentioned to have been fully remediated with the hiring of additional

internal legal and accounting personnel.

Our remediation plans regarding the remaining two material weaknesses are addressed below.

To remediate the

remaining material weaknesses described above, we are implementing and/or plan to implement the following:

alleviate the information technology controls issue, the Company plans to implement NetSuite,

an Oracle cloud-based ERP and financial solution.

This solution will allow personnel

to implement workflow controls.

To alleviate the segregation of duties issue, the Company plans to leverage NetSuite configuration and workflow while expanding the accounting team and reviewing roles;

To alleviate the lack of a formal journal entry review and approval process, the Company will be implementing workflow steps within NetSuite to ensue all journal entries are approved before posting to the general ledger.

When fully implemented

and operational, we believe the measures described above will remediate the remaining material weaknesses we have identified and

strengthen our internal control over financial reporting, however, the material weakness will not be considered remediated until

management has concluded, through testing, that these controls are effective.

Notwithstanding the identified material weaknesses,

management believes that the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all

material respects, our financial position, results of operations, and cash flows as of and for the periods presented in accordance

Changes in Internal

Control over Financial Reporting

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial

reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established

by rules of the SEC for newly public companies.

the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has

materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Executive Officers and Corporate Governance.

current officers and directors are as follows:

Chief Executive Officer, President and Chairman of the Board of Directors

Stephen Pang* (1)

Chief Financial Officer and Director

Independent Director

Vice President, General Counsel and Secretary

Darrell Brock, Jr.*

Vice President, Business Development

January 23, 2020, Connie Savage resigned as Chief Financial Officer and Chief Accounting

Officer of the Company and the board of directors of the Company appointed Stephen Pang

as Chief Financial Officer of the Company.

an executive officer.

Cubbage —

Chief Executive Officer, President and Chairman of the Board of Directors.

Cubbage has served as our

Chief Executive Officer, President and director since November 2018 and as Chairman of our Board of Directors since the completion

of our Initial Public Offering on March 4, 2019.

He has served as Managing Director –

Private Energy of Tortoise Capital

Advisors, L.L.C.

since January 2019.

Cubbage has served as the Chief Executive Officer and a member of the Board of Managers

of Lightfoot Capital Partners GP LLC, the general partner of Lightfoot Capital Partners, LP, from its formation in 2006 through

its wind-up in December 2019.

He served as Chief Executive Officer, Director and Chairman of the Board of Arc Logistics GP LLC,

the general partner of Arc Logistics Partners LP (NYSE:

ARCX), formerly a publicly traded partnership engaged in the midstream

business, from October 2013 to the date of its sale in December 2017.

From 2007 to 2011, Mr.

Cubbage also served on the board

of managers of the general partner of International Resources Partners LP, a private partnership founded by Lightfoot Capital

that was engaged in the mining of natural resources.

Prior 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 from 1998 to 2006.

Before joining

Banc of America Securities, Mr.

Cubbage was a Vice President at Salomon Smith Barney in the Global Energy and Power Group where

he worked from 1994 to 1998.

Cubbage received an M.B.A.

from the American Graduate School of International Management and

from Eastern Washington University.

Cubbage’s extensive knowledge of the energy industry, as well as his substantial business, leadership and management

experience, including serving on the board of directors of a publicly traded partnership, bring important and valuable skills

to our board of directors.

Chief Financial Officer and Director.

Pang has served as a director since the completion of our Initial Public

Offering on March 4, 2019 and has served as our Chief Financial Officer since January 2020.

Pang is a Managing Director and

Portfolio Manager at Tortoise, and is responsible for Tortoise’s public and private direct investments across its energy

strategies, where he has served as Vice President of Tortoise Pipeline & Energy Fund, Inc., a closed-end fund, since May 2017.

Prior to joining Tortoise in 2014, Mr.

Pang was a Director in Credit Suisse Securities (USA) LLC’s Equity Capital Markets

Before joining Credit Suisse Securities (USA) LLC in 2012, he spent eight years in Citigroup Global Markets Inc.’s

Investment Banking Division, where he focused on equity underwriting and corporate finance in the energy sector.

Since October

Pang has served as a member of the board of managers of Mexico Pacific Limited LLC.

Pang received a B.S.

Administration from the University of Richmond and is a CFA charterholder.

Pang’s extensive background in capital markets, finance and investing in the energy industry brings important

and valuable skills to our board of directors.

Orekar —

Orekar has served as a director since the completion of our Initial Public Offering on March

Orekar is the Chief Executive Officer of GasLog Partners LP.

He has held the position of Chief Executive Officer

since the partnership’s initial public offering in 2014 and was appointed a Director in 2016.

Prior to joining GasLog Partners

Orekar served as Managing Director at Goldman Sachs & Co.

LLC, where he advised global natural resources and energy

companies on mergers and acquisitions, corporate finance and capital markets transactions.

Orekar joined Goldman Sachs &

LLC in 1998 and held positions of increasing responsibility within the Investment Banking Division during his 15-year career,

and was appointed Managing Director in 2009.

Orekar received a B.S.

in Finance and a B.A.

in English from the University of

Pennsylvania.

Orekar’s extensive background in capital markets, finance and mergers and acquisitions in the energy industry,

as well as his substantial experience and knowledge in the operations and management of a publicly traded partnership, brings

important and valuable skills to our board of directors.

Semple —

Semple has served as a director since the completion of our Initial Public Offering on March

Semple is the retired Chairman, President and Chief Executive Officer of MarkWest Energy Partners, L.P.

joined MarkWest Energy Partners, L.P.

in 2003 as President and Chief Executive Officer and was elected Chairman of the Board in

Prior to joining MarkWest Energy Partners, L.P., Mr.

Semple completed a 22-year career with The Williams Companies, Inc.

and WilTel Communications Group Inc., where he held various officer positions.

Prior to his time at The Williams Companies, Inc.,

Semple served as an officer in the U.S.

Navy submarine force from 1974 to 1980.

Semple also serves on the Board of Directors

of the general partner of MPLX LP and served on the Board of Directors of the general partner of Andeavor Logistics LP from October

2018 to July 2019.

Semple is also invited to attend meetings of the board of directors of Marathon Petroleum Corporation in

his capacity as a board observer on behalf of MPLX LP.

Semple earned a B.S.

in Mechanical Engineering from the United States

Naval Academy and completed the Program for Management Development at Harvard Business School.

Semple’s significant experience in operations, strategic planning, finance and corporate governance matters

brings important and valuable skills to our board of directors.

Tassin —

Tassin has served as a director since the completion of our Initial Public Offering on March

Tassin is the founder and President of Carta Energy LLC, a firm that originates private equity investments in the

energy field.

Prior to founding Carta Energy LLC in 2006, Mr.

Tassin was President and a founding partner of Energy Spectrum Capital

LP, a private equity fund in the energy industry, from its inception in 1996 until 2006.

Prior to founding Energy Spectrum Capital

Tassin held executive financial positions with MESA Inc.

and predecessor companies from 1980 to 1994, including serving

as chief financial officer from 1989 to 1994.

Prior to joining MESA Inc., Mr.

Tassin was a CPA with Arthur Andersen & Co.

in Houston where he worked in the Audit Division, specializing in energy companies from 1977 to 1980.

Tassin served as a Director

of Arc Logistics GP LLC, the general partner of Arc Logistics Partners LP (NYSE:

ARCX), formerly a publicly traded partnership

engaged in the midstream business, from November 2013 to the date of its sale in December 2017, serving as lead director, chair

of the audit committee and chair of the conflicts committee.

Tassin also served as a Director of Clipper Windpower Plc from

2002 to 2011 and was a member of the audit committee.

In addition, Mr.

Tassin served as a Director of Bayard Drilling Technologies,

from 1998 to 2000 and was a member of the audit committee.

Tassin received a B.A.

in Accounting from Northeast Louisiana

Tassin’s substantial experience and knowledge regarding financial issues related to energy companies and the

energy industries, as well as his experience serving on audit committees, brings important and valuable skills to our board of

Schnitzer —

Vice President, General Counsel and Secretary.

Schnitzer has served as our Vice President, General

Counsel and Secretary since the completion of our Initial Public Offering on March 4, 2019 and has served as Director and Private

Energy –

General Counsel of Tortoise Capital Advisors, L.L.C.

since January 2019.

Schnitzer served as Senior Vice President,

General Counsel and Secretary of Lightfoot Capital Partners GP LLC, the general partner of Lightfoot Capital Partners, LP, from

February 2014 through its wind-up in December 2019, and served as Senior Vice President, General Counsel and Secretary of Arc

Logistics GP LLC, the general partner of Arc Logistics Partners LP, formerly a publicly traded partnership (NYSE:

February 2014 until its sale in December 2017.

Prior to joining Lightfoot Capital Partners GP LLC, Mr.

Schnitzer practiced law

with the firm of Katten Muchin Rosenman LLP, where he served as the Chair of the Corporate Group of the firm’s Washington,

DC office from 2001 to January 2014 and specialized in corporate law, including mergers and acquisitions, corporate finance and

securities matters.

Prior to joining Katten Muchin Rosenman LLP, Mr.

Schnitzer was an Associate from 1994 and a Partner from 1997

to 2000 in the Corporate Group of Crowell & Moring LLP in Washington, DC.

Prior to joining Crowell & Moring LLP, Mr.

was an Associate from 1988 to 1994 in the Corporate Finance Department of Debevoise & Plimpton LLP in New York City.

received a Bachelor of Arts from the University of Maryland and a Juris Doctor degree from Touro College Jacob D.

Fuchsberg Law

Center, where he graduated cum laude and served as Editor-in-Chief of the law review.

Vice President, Business Development.

Brock has served as our Vice President of Business Development

since the completion of our Initial Public Offering on March 4, 2019 and has served as Director –

Private Energy of Tortoise

Capital Advisors, L.L.C.

since January 2019.

Brock served as a Vice President of Lightfoot Capital Partners GP LLC and as

Vice President of Business Development of Arc Logistics GP LLC, the general partner of Arc Logistics Partners LP (NYSE:

formerly a publicly traded partnership engaged in the midstream business, from July 2014 until the sale of Arc Logistics Partners

LP in December 2017.

From 2010 to June 2014, Mr.

Brock served as a consultant to Arc Logistics GP LLC and Lightfoot Capital Partners

Prior to joining Arc Logistics GP LLC, Mr.

Brock was a Managing Partner at The Cumberland Group from 2009 to 2014.

2007 to 2009, Mr.

Brock was President and Chief Executive Officer of the midstream company DTX Oil, LLC.

Brock served as Commissioner

of the Kentucky Governor’s Office of Development from 2003 to 2005, where he oversaw state infrastructure and development,

and also served as Senior Policy Advisor to the Governor.

Brock received a B.B.A.

in Accounting and an M.B.A.

Kentucky University.

and Terms of Office of Officers and Directors

have five directors.

Our board of directors is divided into three classes with only one class of directors being elected in each

year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year

The term of office of the first class of directors, consisting of Stephen Pang, will expire at our first annual meeting

of stockholders.

The term of office of the second class of directors, consisting of Andrew J.

Orekar and Frank M.

expire at the second annual meeting of stockholders.

The term of office of the third class of directors, consisting of Vincent

Cubbage and Sidney L.

Tassin, will expire at the third annual meeting of stockholders.

We may not hold an annual meeting of

stockholders until after we consummate our initial business combination.

officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific

terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, President, Chief Financial

Officer, Vice Presidents, Secretary, Treasurer and such other offices as may be determined by the board of directors.

of the Board of Directors

board of directors has three standing committees:

an audit committee, a compensation committee and a nominating and corporate

governance committee.

Subject to phase-in rules and a limited exception, the rules of the NYSE and Rule 10A under the Exchange

Act require that the audit committee of a listed company be comprised solely of independent directors.

Subject to phase-in rules

and a limited exception, the rules of the NYSE require that the compensation and nominating and corporate governance committees

of a listed company be comprised solely of independent directors.

The charter of each committee is available on our website.

board of directors has established an audit committee of the board of directors.

Tassin, Frank M.

Semple and Andrew

Orekar serve as members of our audit committee.

Under the NYSE listing standards and applicable SEC rules, we are required

to have at least three members of the audit committee, all of whom must be independent.

Tassin, Frank M.

Orekar are independent.

Tassin serves as chair of the audit committee.

Each member of the audit committee is financially literate and our board of

directors has determined that Sidney L.

Tassin qualifies as an “audit committee financial expert”

as defined in applicable

board of directors has adopted an audit committee charter, which details the principal functions of the audit committee, including:

appointment, compensation, retention, replacement, and oversight of the work of the independent

auditors and any other independent registered public accounting firm engaged by us;

● pre-approving

all audit and permitted non-audit services to be provided by the independent auditors

or any other registered public accounting firm engaged by us, and establishing pre-approval

policies and procedures;

and discussing with the independent auditors all relationships the auditors have with

us in order to evaluate their continued independence;

clear hiring policies for employees or former employees of the independent auditors;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent auditors describing (i)

the independent auditor’s internal quality-control procedures and (ii) any material

issues raised by the most recent internal quality-control review, or peer review, of

the audit firm, or by any inquiry or investigation by governmental or professional authorities

within the preceding five years respecting one or more independent audits carried out

by the firm and any steps taken to deal with such issues;

and approving any related party transaction required to be disclosed pursuant to Item

404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

with management, the independent auditors, and our legal advisors, as appropriate, any

legal, regulatory or compliance matters, including any correspondence with regulators

or government agencies and any employee complaints or published reports that raise material

issues regarding our financial statements or accounting policies and any significant

changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory

board of directors has established a compensation committee of the board of directors.

Tassin, Frank M.

Semple and Andrew

Orekar serve as members of our compensation committee.

Under the NYSE listing standards and applicable SEC rules, we are required

to have at least two members of the compensation committee, all of whom must be independent.

Tassin, Frank M.

and Andrew J.

Orekar are independent.

Orekar serves as chair of the compensation committee.

board of directors has adopted a compensation committee charter, which details the principal functions of the compensation committee,

and approving on an annual basis the corporate goals and objectives relevant to our chief

executive officer’s compensation, evaluating our chief executive officer’s

performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our chief executive officer based on such evaluation;

and approving on an annual basis the compensation of all of our other officers;

on an annual basis our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit

arrangements for our officers and employees;

required, producing a report on executive compensation to be included in our annual proxy

evaluating and recommending changes, if appropriate, to the remuneration for directors.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation

consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the

work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel

or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required

by the NYSE and the SEC.

and Corporate Governance Committee

board of directors has established a nominating and corporate governance committee of the board of directors.

Semple and Andrew J.

Orekar serve as members of our nominating and corporate governance committee.

Semple serves

as chair of the nominating and corporate governance committee.

primary purposes of our nominating and corporate governance committee are to assist the board in:

● identifying,

screening and reviewing individuals qualified to serve as directors and recommending

to the board of directors candidates for nomination for election at the annual meeting

of stockholders or to fill vacancies on the board of directors;

● developing,

recommending to the board of directors and overseeing implementation of our corporate

governance guidelines;

● coordinating

and overseeing the annual self-evaluation of the board of directors, its committees,

individual directors and management in the governance of the company;

on a regular basis our overall corporate governance and recommending improvements as

and when necessary.

nominating and corporate governance committee is governed by a charter that complies with the rules of the NYSE.

nominating and corporate governance committee will recommend to the board of directors candidates for nomination for election

at the annual meeting of the stockholders.

The board of directors will also consider director candidates recommended for nomination

by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of

stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders that wish to nominate a director for election

to our board of directors should follow the procedures set forth in our bylaws.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors

In general, in identifying and evaluating nominees for director, our board of directors considers educational background,

diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and

the ability to represent the best interests of our stockholders.

Prior to our initial business combination, holders of our public

shares will not have the right to recommend director candidates for nomination to our board of directors.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires

our officers, directors and persons who beneficially own more than ten percent of any class of equity security which is registered

pursuant to Section 12 of the Exchange Act to file reports of ownership and changes in ownership with the SEC.

These reporting

persons are also required to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of the copies

of the forms furnished to us, we believe that, during the year ended December 31, 2019, our directors, officers and ten percent

holders complied with all filing requirements under Section 16(a) of the Exchange Act, with the following exception:

had one delinquent Form 4 filing on May 6, 2019 relating to the forfeiture of certain shares of Class B common stock for cancellation

following the partial exercise of the over-allotment option granted to the underwriters in our Initial Public Offering.

Code of Ethics and Committee Charters

We have adopted a Code of Ethics applicable

to our directors, officers and employees.

We filed a copy of our Code of Ethics and our audit and compensation committee charters

as exhibits to the registration statement related to our Initial Public Offering.

You may review these documents by accessing our

public filings at the SEC’s web site at www.sec.gov.

In addition, a copy of the Code of Ethics will be provided without charge

upon request from us in writing at 5100 W.

115th Place, Leawood, KS or by telephone at (913) 981-1020.

We intend to disclose any

amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Tortoise manages several investment vehicles.

Tortoise and its affiliates may compete with us for acquisition opportunities.

If these entities or companies decide to pursue

any such opportunity, we may be precluded from procuring such opportunities.

In addition, investment ideas generated within Tortoise

may be suitable for both us and for current or future Tortoise Funds and may be directed to such affiliates rather than to us.

Neither Tortoise nor members of our management team who are also employed by Tortoise have any obligation to present us with any

opportunity for a potential business combination of which they become aware.

Tortoise and/or our management, in their capacities

as partners, officers or employees of Tortoise or in their other endeavors, may be required to present potential business combinations

to the related entities described above, current or future affiliates of Tortoise, or third parties, before they present such opportunities

Notwithstanding the foregoing, we may pursue

an Affiliated Joint Acquisition opportunity with any affiliates of Tortoise or the Tortoise Funds.

Such entities 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.

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 opportunity to such entity.

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 such other entity.

We do not believe, however, that the fiduciary duties or contractual obligations

of our officers or directors will materially affect our ability to complete our business combination.

In addition, 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.

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.

Our Sponsor, officers and directors may become

involved with subsequent blank check companies similar to our company, although they have agreed, pursuant to a written letter

agreement, not to participate in the formation of, or become an officer or director of, any other blank check company 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.

Investors and potential investors should also

be aware of the following other potential conflicts of interest:

● None of our officers or directors is required to commit

his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various

business activities.

● In the course of their other business activities, our

officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to

us as well as the other entities with which they are affiliated.

Our management may have conflicts of interest in determining

to which entity a particular business opportunity should be presented.

● Our initial stockholders have agreed to waive their redemption

rights with respect to any Founder Shares and any public shares held by them in connection with the consummation of our initial

business combination.

Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any

Founder Shares held by them if we fail to consummate our initial business combination within 24 months after the closing

of our Initial Public Offering.

If we do not complete our initial business combination within such applicable time period, the

proceeds of the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of our public

shares, and the Private Placement Warrants will expire worthless.

Furthermore, our initial stockholders have agreed not to transfer,

assign or sell any Founder Shares held by them until one year after the date of the consummation of our initial business combination

or earlier if, subsequent to our initial business combination, (i) the last sale price of our Class A common stock equals or exceeds

$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading

days within any 30-trading day period commencing at least 150 days after our initial business combination or (ii) we consummate

a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having

the right to exchange their shares of common stock for cash, securities or other property.

With certain limited exceptions, the

Private Placement Warrants and the Class A common stock underlying such warrants will not be transferable, assignable or saleable

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

Since our Sponsor and officers and directors directly

or indirectly own common stock and warrants, our officers and 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.

● 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

was included by a target business as a condition to any agreement with respect to our initial business combination.

● Our Sponsor, officers or directors may have a conflict

of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our Sponsor

or an affiliate of our Sponsor or any of our officers or 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 at a price of $1.00 per warrant

at the option of the lender.

Such warrants would be identical to the Private Placement Warrants, including as to exercise price,

exercisability and exercise period.

The conflicts described above may not be

resolved in our favor.

In general, officers and directors of a corporation

incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

● the corporation could financially undertake the opportunity;

● the opportunity is within the corporation’s line

● it would not be fair to our company and its stockholders

for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business

affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting

the above-listed criteria to multiple entities.

Furthermore, our amended and restated certificate of incorporation provides

that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors in circumstances where

the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have.

We are not prohibited from pursuing an initial

business combination with a company that is affiliated with our Sponsor, officers or directors or 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 from an independent accounting firm that such 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.

Furthermore, in no event will our Sponsor or

any of our existing officers or directors, or any of their respective affiliates, be paid by the company any finder’s fee,

consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial

business combination.

Further, we pay an amount equal to $10,000 per month to our Sponsor for office space, utilities, secretarial

support and administrative services provided to us.

On March 29, 2019, our Sponsor assigned all of its rights, interests and obligations

under the administrative services agreement to Tortoise Capital Advisors, L.L.C.

We cannot assure you that any of the above

mentioned conflicts will be resolved in our favor.

In the event that we submit our initial business

combination to our public stockholders for a vote, 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 initial business combination.

Our initial stockholders have

agreed to vote any Founder Shares held by them and any public shares held by them in favor of our initial business combination,

and our officers and directors have also agreed to vote any public shares held by them in favor of our initial business combination.

Limitation on Liability and Indemnification

of Officers and Directors

Our amended and restated certificate of incorporation

provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now

exists or may in the future be amended.

In addition, our amended and restated certificate of incorporation provides that our directors

will not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as directors,

unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the

law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal

benefit from their actions as directors.

We have entered into agreements with our

officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and

restated certificate of incorporation.

Our bylaws also permit us to secure insurance on behalf of any officer, director or employee

for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification.

Our officers and directors have agreed, and

any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title,

interest or claim of any kind in or to any monies in the Trust Account, and to waive any right, title, interest or claim of any

kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against

the Trust Account for any reason whatsoever.

Accordingly, any indemnification provided will only be able to be satisfied by us

if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination.

Our indemnification obligations may discourage

stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

These provisions also

may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an

action, if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely

affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification

We believe that these provisions, the insurance

and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

As discussed above,

we are implementing certain measures to remediate the material weaknesses identified in the design and operation of our internal

control over financial reporting.

Other than those measures, there have been no changes in our internal control over financial

reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December

31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

The Company currently

plans to hold its 2021 Annual Meeting of Stockholders on June 8, 2021.

Pursuant to the terms of the Company’s Bylaws, for

any stockholder to bring business (other than pursuant to and in compliance with Exchange Act Rule 14a-8) or make a nomination

before the annual meeting, the stockholder must deliver notice to the Secretary of the Company not later than the close of business

on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding

annual meeting of stockholders;

provided, however, that in the event that the annual meeting is more than 30 days before or more

than 60 days after such anniversary date, notice by the stockholder to be timely must be so received no earlier than the close

of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before

the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual

meeting is first made by the Company.

Because the Company did not hold an annual meeting last year, the Company has determined

that the date by which stockholders must deliver such notice for the purposes of the 2021 Annual Meeting of Stockholders is March

10, 2021, which is 90 days prior to the anticipated date of the 2021 Annual Meeting of Stockholders.

Pursuant to Rule 14a-8, for

a stockholder to submit a proposal for inclusion in the Company’s proxy materials for the 2021 Annual Meeting of Stockholders,

the stockholder must comply with the requirements set forth in Rule 14a-8 including with respect to the subject matter of such

proposal and must deliver the proposal and all required documentation to the Company a reasonable time before the Company begins

to print and sent its proxy materials for the meeting.

For the purposes of the 2021 Annual Meeting of Stockholders, the Company

has determined that March 6, 2021 is a reasonable time before the Company plans to begin printing and mailing its proxy materials.

The public announcement of an adjournment or postponement of the 2021 Annual Meeting date will not commence a new time period (or

extend any time period) for giving such notice under the Company’s Bylaws or submitting a proposal pursuant to Rule 14a-8.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required

by Item 10 will be contained in, and is hereby incorporated by reference to, our definitive proxy statement for the 2021 Annual

Meeting of Stockholders (the “2021 Proxy Statement”), which we will file pursuant to Regulation 14A with the Commission

within 120 days after the close of the year ended December 31, 2020.

This includes information regarding our Code of Business Conduct

EXECUTIVE COMPENSATION

None of our officers or directors have received

any cash compensation for services rendered to us.

Commencing on the date that our securities were first listed on the NYSE through

the earlier of consummation of our initial business combination and our liquidation, we 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.

our Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence

on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor,

officers or directors, or our or their affiliates.

Any such payments prior to an initial business combination will be made using

funds held outside the Trust Account.

Other than quarterly audit committee review of such reimbursements, we do not expect to have

any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses

incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be

paid by the company to our Sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial

business combination.

After the completion of our initial business

combination, directors or members of our management team who remain with us may be paid consulting or management fees from the

combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation

or tender offer materials (as applicable) furnished to our stockholders in connection with a proposed business combination.

have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members

of management.

It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because

the directors of the post-combination business will be responsible for determining officer and director compensation.

compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either

by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board

of directors.

We do not intend to take any action to ensure

that members of our management team maintain their positions with us after the consummation of our initial business combination,

although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain

with us after our initial business combination.

The existence or terms of any such employment or consulting arrangements to retain

their positions with us may influence our management’s motivation in identifying or selecting a target business but we do

not believe that the ability of our management to remain with us after the consummation of our initial business combination will

be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements

with our officers and directors that provide for benefits upon termination of employment.

The information required

by Item 11 will be contained in, and is hereby incorporated by reference to, the 2021 Proxy Statement, which we will file pursuant

to Regulation 14A with the Commission within 120 days after the close of the year ended December 31, 2020.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information

regarding the beneficial ownership of our common stock as of March 20,

● each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

● each of our named executive officers and directors that beneficially owns shares of our common stock;

● all our executive officers and directors as a group.

Unless otherwise indicated, we believe

that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially

owned by them.

The following table does not reflect record or beneficial ownership of the public warrants or the Private Placement

Name and Address of Beneficial Owner (1)

Number of Shares Beneficially Owned

Approximate Percentage of Outstanding Common Stock

Tortoise Sponsor LLC (our Sponsor) (2)(3)

Adage Capital Partners, L.P.

Alyeska Investment Group, L.P.

Deep Basin Capital LP (6)

Karpus Management, Inc.

Darrell Brock, Jr.

All directors and executive officers as a group (7 individuals)

* Less than one percent.

(1) This table is based on 29,126,147 shares of common stock outstanding

at March 20, 2020, of which 23,300,917 were shares of Class A common stock and 5,825,230 were shares of Class B common stock.

otherwise noted, the business address of each of the following entities or individuals is 5100 W.

115th Place, Leawood, KS 66211.

(2) Interests shown consist solely of Founder Shares, classified as shares of Class B common stock.

Such shares will automatically

convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to

(3) Tortoise Sponsor LLC is the record holder of the shares reported

Tortoise Borrower LLC is the managing member of Tortoise Sponsor LLC.

Tortoise Parent Holdco LLC is the sole member of

Tortoise Borrower LLC, and Tortoise Investments, LLC is the sole member of Tortoise Parent Holdco LLC.

Tortoise Investments, LLC

is controlled by a board of directors, which consists of Jeffrey Lovell, Robert M.

Belke, Brad Armstrong, H.

Kevin Birzer, Gary

Henson and Brad Hilsabeck.

Accordingly, the members of the board of directors of Tortoise Investments, LLC may be deemed to

have or share beneficial ownership of the common stock held directly by Tortoise Sponsor LLC.

In addition, Vincent T.

Stephen Pang, Steven C.

Schnitzer and Darrell Brock, Jr.

are members of Tortoise Sponsor LLC.

Brock have no voting or dispositive power over such securities and hereby disclaim beneficial ownership of such securities.

(4) According to a Schedule 13G filed with the SEC on March 11, 2019 on behalf of Adage Capital Partners, L.P., Adage Capital Partners

GP, L.L.C., Adage Capital Advisors, L.L.C., Robert Atchinson and Phillip Gross, the shares reported herein are directly owned by

Adage Capital Partners, L.P.

Adage Capital Partners GP, L.L.C.

is the general partner of Adage Capital Partners, L.P., Adage Capital

Advisors, L.L.C.

is the managing member of Adage Capital Partners GP, L.L.C., and Messrs.

Atchinson and Gross are managing members

of Adage Capital Advisors, L.L.C.

Adage Capital Partners, L.P.

has the power to dispose of and the power to vote the shares of

common stock beneficially owned by it, which power may be exercised by its general partner, Adage Capital Partners GP, L.L.C.

Capital Advisors, L.L.C., as managing member of Adage Capital Partners GP, L.L.C., directs Adage Capital Partners GP, L.L.C.’s

Atchinson and Gross, as managing members of Adage Capital Advisors, L.L.C., have shared power to vote the shares

of common stock beneficially owned by Adage Capital Partners, L.P.

The business address of this stockholder is 200 Clarendon Street,

52nd Floor, Boston, MA 02116.

(5) According to a Schedule 13G filed with the SEC on February 14, 2020 on behalf of Alyeska Investment Group, L.P., Alyeska Fund

GP, LLC, Alyeska Fund 2 GP, LLC and Anand Parekh.

The business address of this stockholder is 77 West Wacker Drive, 7th Floor,

Chicago, IL 60601.

(6) According to a Schedule 13G/A filed with the SEC on February 14, 2020, Deep Basin Capital LP acts as investment manager to,

and exercises investment discretion with respect to the shares of common stock directly owned by, a number of accounts and investment

Accordingly, Deep Basin Capital LP may be deemed to have or share beneficial ownership of the shares reported herein.

The business address of this stockholder is 484 Pacific Street, Floor 2, Stamford, CT 06902.

(7) According to a Schedule 13G filed with the SEC on February 14, 2020 on behalf of Karpus Management, Inc.

d/b/a Karpus Investment

Management, the shares of common stock reported herein are held by certain accounts managed by Karpus Management, Inc.

address of this stockholder is 183 Sully’s Trail, Pittsford, NY 14534.

The information required by Item 12 will be contained in, and

is hereby incorporated by reference to, the 2021 Proxy Statement, which we will file pursuant to Regulation 14A with the Commission

within 120 days after the close of the year ended December 31, 2020.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Founder Shares

In November 2018, 5,750,000 Founder Shares

were issued to our Sponsor in exchange for a capital contribution of $25,000, or approximately $0.004 per share.

In February 2019,

we effected a stock dividend with respect to our Class B common stock of 718,750 shares thereof, resulting in our Sponsor

holding an aggregate of 6,468,750 Founder Shares.

The number of Founder Shares issued was determined based on the expectation that

such Founder Shares would represent 20% of the outstanding shares upon completion of our Initial Public Offering.

In February 2019,

our Sponsor transferred 1,265,625 Founder Shares to Tortoise Borrower.

In connection with the closing of our Initial Public Offering,

Tortoise Borrower transferred 1,265,625 Founder Shares to Atlas Point Fund pursuant to the Forward Purchase Agreement and our Sponsor

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

In March 2019, the underwriters of our Initial Public Offering

partially exercised their over-allotment option and waived the remainder of their over-allotment option.

In connection therewith,

our Sponsor forfeited 643,520 Founder Shares for cancellation by the Company.

Private Placement Warrants

Tortoise Borrower purchased an aggregate

of 6,660,183 Private Placement Warrants for a purchase price of $1.00 per warrant in a private placement that occurred simultaneously

with the closing of our Initial Public Offering.

As such, our Sponsor’s interest in this transaction is valued at approximately

Each Private Placement Warrant entitles the holder to purchase one share of our Class A common stock at $11.50 per

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.

Conflicts of Interest

As more fully discussed in “Part

III, Item 10.

Directors, Executive Officers and Corporate Governance—Conflicts of Interest,”

if 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 then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations

to present such business combination opportunity to such entity.

Our officers and directors currently have certain relevant fiduciary

duties or contractual obligations that may take priority over their duties to us.

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.

Forward Purchase Agreement

We 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.

Atlas Point Fund’s obligation to purchase

the Forward Purchase Securities will, among other things, be conditioned on 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 and on a requirement that such initial business combination

is approved by a majority of our board and a majority of the independent directors of our board.

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.

The Forward Purchase Warrants will have

the same terms as the public warrants and the Forward Purchase Shares will be 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 will be

subject to transfer restrictions and certain registration rights.

The Forward Purchase Agreement also provides

that Atlas Point Fund is entitled to certain registration rights with respect to its Forward Purchase Securities.

Additionally,

pursuant to the terms of the Forward Purchase Agreement, we have 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 will not have voting rights

or otherwise have any of the powers of a member of our board of directors.

Administrative Services Agreement

On February 27, 2019, we entered into an

administrative services agreement with our Sponsor, pursuant to which we agreed to pay our Sponsor a total of $10,000 per month

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

Upon completion of our initial business combination

or our liquidation, we will cease paying these monthly fees.

On March 29, 2019, our Sponsor assigned all of its rights, interests

and obligations under the administrative services agreement to Tortoise Capital Advisors, L.L.C.

Other than these monthly fees, no compensation

of any kind, including finder’s and consulting fees, will be paid by the company to our Sponsor, officers and directors,

or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities

on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their

affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on

the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

After our initial business combination, members

of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and

all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials

(as applicable) furnished to our stockholders.

It is unlikely that the amount of such compensation will be known at the time of

distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination,

as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

Related Party Loans and Advances

Until the consummation of our Initial Public

Offering, our only source of liquidity was an initial sale of Founder Shares to our Sponsor.

Additionally, our Sponsor advanced

us funds totaling approximately $580,000 to cover expenses related to our Initial Public Offering and certain operating expenses.

On March 29, 2019, we repaid our Sponsor in full.

In addition, in order to finance transaction

costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our

officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete an initial business combination,

we would repay such loaned amounts.

In the event that our initial business combination does not close, we may use a portion of

the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be

used for such repayment.

Up to $1,500,000 of such loans may be convertible into warrants 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 as set forth above, the terms of such loans by our officers and directors, if any, have not been determined

and no written agreements exist with respect to such loans.

Prior to the completion of our initial business combination, we do

not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties

will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

Registration Rights

The holders of the Founder Shares, Private

Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Class A common stock

issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital

loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement,

dated February 27, 2019, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion

to our Class A common stock).

The holders of these securities, having a value of at least $25 million in the aggregate, are

entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders

have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to our completion

of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under

the Securities Act.

However, the registration rights agreement provides that we will not permit any registration statement filed

under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (a) in the case

of the Founder Shares, on the earlier of (A) one year after the completion of our initial business combination or (B) subsequent

to our business combination, (i) if the last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted

for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day

period commencing at least 150 days after our initial business combination or (ii) the date on which we complete a liquidation,

merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the

right to exchange their shares of common stock for cash, securities or other property and (b) in the case of the Private Placement

Warrants and the respective Class A common stock underlying such warrants, 30 days after the completion of our initial business

We will bear the expenses incurred in connection with the filing of any such registration statements.

Director Independence

The NYSE listing standards require that

a majority of our board of directors be independent.

An “independent director”

is defined generally as a person who

has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization

that has a relationship with the company).

Our board of directors has determined that Sidney L.

Tassin, Frank M.

Semple and Andrew

Orekar are “independent directors”

as defined in the NYSE listing standards and applicable SEC rules.

Our independent

directors have regularly scheduled meetings at which only independent directors are present.

Principal Accountant Fees and Services.

Fees for professional services provided

by our independent registered public accounting firm since inception include:

For the period from November 7, 2018 (date of inception) through December 31, 2019

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (4)

(1) Audit Fees .

Audit fees consist of fees billed for professional services rendered by our independent registered public

accounting firm for the audit of our annual financial statements and review of financial statements included in our Quarterly Reports

on Form 10-Q or services that are normally provided by our independent registered public accounting firm in connection with statutory

and regulatory filings or engagements.

(2) Audit-Related Fees .

Audit-related fees consist of fees billed for assurance and related services that are reasonably

related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.”

These services include attest services that are not required by statute or regulation and consultation concerning financial accounting

and reporting standards.

(3) Tax Fees .

Tax fees consist of fees billed for professional services rendered by our independent registered public accounting

firm for tax compliance, tax advice, and tax planning.

(4) All Other Fees .

All other fees consist of fees billed for all other services.

Policy on Board Pre-Approval of Audit

and Permissible Non-Audit Services of the Independent Auditors

The audit committee is responsible for

appointing, setting compensation and overseeing the work of our independent registered public accounting firm.

In recognition of

this responsibility, the audit committee shall review and, in its sole discretion, pre-approve all audit and permitted non-audit

services to be provided by our independent registered public accounting firm as provided under the audit committee charter.

Exhibits and Financial Statement Schedules.

(a) The following documents are filed as part of this Annual

Report on Form 10-K:

Financial Statements:

See “Index

to Financial Statements”

at “Item 8.

Financial Statements and Supplementary Data”

(b) Exhibits:

The exhibits listed in the accompanying index

to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.

Exhibits not incorporated by reference

to a prior filing are designated by an asterisk (*);

all exhibits not so designated are incorporated by reference to a prior filing

as indicated.

Exhibit Number

Amended and Restated Certificate of Incorporation of Tortoise Acquisition Corp.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-38823) filed with the SEC on March 5, 2019).

Bylaws of Tortoise Acquisition Corp.

(incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No.

333-229537) filed with the SEC on February 6, 2019).

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No.

333-229537) filed with the SEC on February 6, 2019).

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No.

333-229537) filed with the SEC on February 6, 2019).

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No.

333-229537) filed with the SEC on February 6, 2019).

Warrant Agreement, dated February 27, 2019, between Tortoise Acquisition Corp.

and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

001-38823) filed with the SEC on March 5, 2019).

The information required

by Item 13 will be contained in, and is hereby incorporated by reference to, the 2021 Proxy Statement, which we will file pursuant

to Regulation 14A with the Commission within 120 days after the close of the year ended December 31, 2020.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required

by Item 14 will be contained in, and is hereby incorporated by reference to, the 2021 Proxy Statement, which we will file pursuant

to Regulation 14A with the Commission within 120 days after the close of the year ended December 31, 2020.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1) and (a)(2) Financial Statements and Financial Statement

Reference is made to the Index to Financial

Statements of the Company under Item 8 of Part II.

All financial statement schedules are omitted because they are not applicable,

or the amounts are immaterial, not required, or the required information is presented in the financial statements and notes thereto

in Item 8 of Part II above.

The exhibits listed in the accompanying

index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.

Exhibits not incorporated

by reference to a prior filing are designated by an asterisk (*);

all exhibits not so designated are incorporated by reference

to a prior filing as indicated.

Combination Agreement and Plan of Reorganization, dated as of June 18, 2020, by and among Tortoise Acquisition Corp., SHLL

Merger Sub Inc.

and Hyliion Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K

001-38823) filed with the SEC on June 19, 2020).

Amended and Restated Certificate of Incorporation of the Company, dated October 1, 2020 (incorporated by reference to Exhibit

3.1 to the Company’s Current Report on Form 8-K (File No.

001-38823) filed with the SEC on October 7, 2020).

and Restated Bylaws of the Company, dated October 1, 2020 (incorporated by reference to Exhibit 3.2 to the Company’s

Current Report on Form 8-K (File No.

001-38823) filed with the SEC on October 7, 2020).

of Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report

on Form 8-K (File No.

001-38823) filed with the SEC on October 7, 2020).

of Warrant Certificate of the Company (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form

8-K (File No.

001-38823) filed with the SEC on October 7, 2020).

Agreement, dated February 27, 2019, between the Company and Continental Stock Transfer & Trust Company, as warrant agent

(incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 5, 2019).

and Restated Registration Rights Agreement, dated October 1, 2020, by and among the Company and certain stockholders of the

Company (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K (File No.

001-38823) filed

with the SEC on October 7, 2020).

of Lock-Up Agreement (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K (File No.

001-38823) filed with the SEC on October 7, 2020).

Description of Securities.

Letter Agreement, dated February 27, 2019, among Tortoise Acquisition Corp., its officers and directors, Tortoise Sponsor LLC, Tortoise Borrower LLC and Atlas Point Energy Infrastructure Fund, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-38823) filed with the SEC on March 5, 2019).

Investment Management Trust Agreement, dated February 27, 2019, between Tortoise Acquisition Corp.

and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

Agreement, dated October 1, 2020, by and between the Company and Thomas Healy (incorporated by reference to Exhibit 4.6 to

the Company’s Current Report on Form 8-K (File No.

001-38823) filed with the SEC on October 7, 2020).

Agreement, dated February 5, 2018, by and between IGX Brushy Creek, LLC and Hyliion Inc.

(incorporated by reference to Exhibit

10.9 to the Current Report on form 8-K filed on October 7, 2020).

Agreement, dated February 27, 2019, among Tortoise Acquisition Corp., its officers and directors, Tortoise Sponsor LLC, Tortoise

Borrower LLC and Atlas Point Energy Infrastructure Fund, LLC (incorporated by reference to Exhibit 10.1 to the Company’s

Current Report on Form 8-K (File No.

001-38823) filed with the SEC on March 5, 2019).

Registration Rights Agreement, dated February 27, 2019, among Tortoise Acquisition Corp., its officers and directors, Tortoise Sponsor LLC, Tortoise Borrower LLC and Atlas Point Energy Infrastructure Fund, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No.

Management Trust Agreement, dated February 27, 2019, between Tortoise Acquisition Corp.

and Continental Stock Transfer &

Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File

001-38823) filed with the SEC on March 5, 2019).

Administrative Services Agreement, dated February 27, 2019, between Tortoise Acquisition Corp.

and Tortoise Sponsor LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No.

Rights Agreement, dated February 27, 2019, among Tortoise Acquisition Corp., its officers and directors, Tortoise Sponsor

LLC, Tortoise Borrower LLC and Atlas Point Energy Infrastructure Fund, LLC (incorporated by reference to Exhibit 10.3 to the

Company’s Current Report on Form 8-K (File No.

001-38823) filed with the SEC on March 5, 2019).

Private Placement Warrants Purchase Agreement, dated February 27, 2019, between Tortoise Acquisition Corp.

and Tortoise Borrower LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No.

Administrative

Services Agreement, dated February 27, 2019, between Tortoise Acquisition Corp.

and Tortoise Sponsor LLC (incorporated by

reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No.

001-38823) filed with the SEC on March

Forward Purchase Agreement, dated November 21, 2018, among Tortoise Acquisition Corp., Tortoise Sponsor LLC and Atlas Point Energy Infrastructure Fund, LLC (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No.

Placement Warrants Purchase Agreement, dated February 27, 2019, between Tortoise Acquisition Corp.

and Tortoise Borrower LLC

(incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No.

001-38823) filed with

the SEC on March 5, 2019).

Purchase Agreement, dated November 21, 2018, among Tortoise Acquisition Corp., Tortoise Sponsor LLC and Atlas Point Energy

Infrastructure Fund, LLC (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form

S-1 (File No.

333-229537) filed with the SEC on February 6, 2019).

Amended and Restated Forward Purchase Agreement, dated February 6, 2019, among Tortoise Acquisition Corp., Tortoise Sponsor LLC and Atlas Point Energy Infrastructure Fund, LLC (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No.

Amendment to Amended and Restated Forward Purchase Agreement, dated as of June 18, 2020, by and among Tortoise Acquisition

Corp., Tortoise Sponsor LLC and Atlas Point Energy Infrastructure Fund, LLC (incorporated by reference to Exhibit 10.4

to the Company’s Current Report on Form 8-K (File No.

001-38823) filed with the SEC on June 19, 2020).

and Restated Forward Purchase Agreement, dated February 6, 2019, among Tortoise Acquisition Corp., Tortoise Sponsor LLC and

Atlas Point Energy Infrastructure Fund, LLC (incorporated by reference to Exhibit 10.10 to the Company’s Registration

Statement on Form S-1 (File No.

333-229537) filed with the SEC on February 6, 2019).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No.

001-38823) filed with the SEC on March 5, 2019).

Support Agreement, dated as of June 18, 2020, by and among Tortoise Acquisition Corp.

and the stockholders of the Company

named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

filed with the SEC on June 19, 2020).

Stockholders Rights Agreement, dated as of June 18 ,2020, by and among Tortoise Acquisition Corp., Vincent T.

Cubbage, Stephen Pang and the stockholders of the Company named therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-38823) filed with the SEC on June 19, 2020).

Form of Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No.

001-38823) filed with the SEC on June 19, 2020).

Form of Indemnification Agreement between the Company and its directors and officers (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No.

001-38823) filed with the SEC on October 7, 2020).

10.13&dagger;

2016 Equity Incentive Plan (incorporate by references to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 (File No.

333-251328) filed with the SEC on December 14, 2020 ).

10.13(a)&dagger;

2016 Equity Incentive Plan, Form of Incentive Stock Option Agreement (incorporated by reference to Appendix D to the foregoing 2016 Equity Incentive Plan).

10.13(b)&dagger;

2016 Equity Incentive Plan, Form of Non-statutory Stock Option Agreement (incorporated by reference to Appendix E to the foregoing 2016 Equity Incentive Plan).

10.13(c)&dagger;

2016 Equity Incentive Plan, Form of Stock Restriction Agreement (incorporated by reference to Appendix F to the foregoing 2016 Equity Incentive Plan).

10.14&dagger;

Hyliion Holdings Corp.

2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No.

001-38823) filed with the SEC on October 7, 2020).

10.14(a)&dagger;

Hyliion 2020 Equity Incentive Plan, Form of Stock Option Agreement (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 (File No.

333-251328) filed with the SEC on December 14, 2020).

10.14(b)&dagger;

Hyliion 2020 Equity Incentive Plan, Form of RSU Award Agreement (incorporated by reference to Exhibit 99.4 to the Company’s Registration Statement on Form S-8 (File No.

333-251328) filed with the SEC on December 14, 2020).

10.15&dagger;

Employment Agreement, dated October 23, 2020, by and between the Company and Greg Van de Vere (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No.

333-249649) filed with the SEC on October 23, 2020).

10.16&dagger;

Employment Agreement, dated December 2, 2020, by and between Hyliion Holdings Corp.

and Thomas Healy (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-38823) filed with the SEC on December 7, 2020).

10.17&dagger;

Employment Agreement, dated December 2, 2020, by and between Hyliion Holdings Corp.

and Patrick Sexton (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-38823) filed with the SEC on December 7, 2020).

10.18*&dagger;

Employment Agreement, dated January 8, 2021, by and between Hyliion Holdings Corp.

and Sherri Baker.

Code of Business Conduct and Ethics.

Letter from WithumSmith+Brown, PC to the SEC, dated October 1, 2020 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K (File No.

001-38823) filed with the SEC on October 7, 2020) .

List of Subsidiaries.

Consent of Grant Thornton Independent Registered Public Accounting Firm.

Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

10 unchanged sentences

XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as inline XBRL)

* Filed herewith.

Indicates a management contract or compensatory plan or arrangement,

as required by Item 15(a)(3).

+ The schedules and exhibits to this agreement have been

omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule and/or exhibit will be furnished to the SEC

upon request.

FORM 10-K SUMMARY

Pursuant to the requirements of Section

13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned, thereunto duly authorized.

TORTOISE ACQUISITION CORP.

March 23, 2020

/s/ Vincent T.

Chief Executive Officer

(Principal Executive Officer)

13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

HYLIION HOLDINGS CORP.

February 25, 2021

/s/ Thomas Healy

President and Chief Executive Officer

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the

registrant in the capacities and on the dates indicated.

Chief Executive Officer, President and

Chairman of the Board of Directors

March 23, 2020

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities

and on the dates indicated.

/s/ Thomas Healy

President and Chief Executive Officer and Director

(Principal Executive Officer)

Chief Financial Officer and Director

March 23, 2020

February 25, 2021

/s/ Sherri Baker

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

March 23, 2020

February 25, 2021

/s/ Andrew H.

February 25, 2021

/s/ Vincent T.

February 25, 2021

/s/ Howard Jenkins

February 25, 2021

Howard Jenkins

/s/ Edward Olkkola

February 25, 2021

Edward Olkkola

/s/ Stephen Pang

February 25, 2021

/s/ Robert M.

February 25, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures