If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e),
§240.13d-1(f) or §240.13d-1(g), check the following box. ☐
The information required on the remainder of this cover
page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1.
|
Names of reporting persons.
Axioma Ventures, LLC
|
|
2.
|
Check the appropriate box if a member of a group (see instructions)
|
(a) ☐
(b) ☒
|
3.
|
SEC use only
|
|
4.
|
Source of funds (see instructions)
WC
|
|
5.
|
Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
|
☐
|
6.
|
Citizenship or place of organization
Florida
|
|
Number of
Shares
Beneficially
owned by
each
Reporting
person
with
|
7.
|
Sole voting power
0
|
|
8.
|
Shared voting power
12,656,790
|
|
9.
|
Sole dispositive power
0
|
|
10.
|
Shared dispositive power
12,656,790
|
|
11.
|
Aggregate amount beneficially owned by each reporting person
12,656,790
|
|
12.
|
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
|
☐
|
13.
|
Percent of class represented by amount in Row (11)
7.34% (1)
|
|
14.
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Type of reporting person (see instructions)
OO
|
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(1)
|
Based on 172,321,708 shares of the Issuer’s common stock, par value $0.0001 per share (the “Common Stock”), outstanding as of May 14, 2021.
|
1.
|
Names of reporting persons.
Axioma Holdings, LLC
|
|
2.
|
Check the appropriate box if a member of a group (see instructions)
|
(a) ☐
(b) ☒
|
3.
|
SEC use only
|
|
4.
|
Source of funds (see instructions)
AF
|
|
5.
|
Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
|
☐
|
6.
|
Citizenship or place of organization
Florida
|
|
Number of
Shares
Beneficially
owned by
each
Reporting
person
with
|
7.
|
Sole voting power
0
|
|
8.
|
Shared voting power
12,656,790
|
|
9.
|
Sole dispositive power
0
|
|
10.
|
Shared dispositive power
12,656,790
|
|
11.
|
Aggregate amount beneficially owned by each reporting person
12,656,790
|
|
12.
|
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
|
☐
|
13.
|
Percent of class represented by amount in Row (11)
7.34% (1)
|
|
14.
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Type of reporting person (see instructions)
HC
|
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(1)
|
Based on 172,321,708 shares of Common Stock outstanding as of May 14, 2021.
|
1.
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Names of reporting persons.
Axioma Management, LLC
|
|
2.
|
Check the appropriate box if a member of a group (see instructions)
|
(a) ☐
(b) ☒
|
3.
|
SEC use only
|
|
4.
|
Source of funds (see instructions)
AF
|
|
5.
|
Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
|
☐
|
6.
|
Citizenship or place of organization
Florida
|
|
Number of
Shares
Beneficially
owned by
each
Reporting
person
with
|
7.
|
Sole voting power
0
|
|
8.
|
Shared voting power
12,656,790
|
|
9.
|
Sole dispositive power
0
|
|
10.
|
Shared dispositive power
12,656,790
|
|
11.
|
Aggregate amount beneficially owned by each reporting person
12,656,790
|
|
12.
|
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
|
☐
|
13.
|
Percent of class represented by amount in Row (11)
7.34% (1)
|
|
14.
|
Type of reporting person (see instructions)
HC
|
|
(1)
|
Based on 172,321,708 shares of Common Stock outstanding as of May 14, 2021.
|
1.
|
Names of reporting persons.
Howard M. Jenkins
|
|
2.
|
Check the appropriate box if a member of a group (see instructions)
|
(a) ☐
(b) ☒
|
3.
|
SEC use only
|
|
4.
|
Source of funds (see instructions)
AF
|
|
5.
|
Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
|
☐
|
6.
|
Citizenship or place of organization
United States
|
|
Number of
Shares
Beneficially
owned by
each
Reporting
person
with
|
7.
|
Sole voting power
0
|
|
8.
|
Shared voting power
12,656,790
|
|
9.
|
Sole dispositive power
0
|
|
10.
|
Shared dispositive power
12,656,790
|
|
11.
|
Aggregate amount beneficially owned by each reporting person
12,656,790
|
|
12.
|
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
|
☐
|
13.
|
Percent of class represented by amount in Row (11)
7.34% (1)
|
|
14.
|
Type of reporting person (see instructions)
IN
|
|
(1)
|
Based on 172,321,708 shares of Common Stock outstanding as of May 14, 2021.
|
1.
|
Names of reporting persons.
Alexander H. Jenkins
|
|
2.
|
Check the appropriate box if a member of a group (see instructions)
|
(a) ☐
(b) ☒
|
3.
|
SEC use only
|
|
4.
|
Source of funds (see instructions)
AF
|
|
5.
|
Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
|
☐
|
6.
|
Citizenship or place of organization
United States
|
|
Number of
Shares
Beneficially
owned by
each
Reporting
person
with
|
7.
|
Sole voting power
4,000,000
|
|
8.
|
Shared voting power
12,656,790
|
|
9.
|
Sole dispositive power
4,000,000
|
|
10.
|
Shared dispositive power
12,656,790
|
|
11.
|
Aggregate amount beneficially owned by each reporting person
16,656,790
|
|
12.
|
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
|
☐
|
13.
|
Percent of class represented by amount in Row (11)
9.67% (1)
|
|
14.
|
Type of reporting person (see instructions)
IN
|
|
(1)
|
Based on 172,321,708 shares of Common Stock outstanding as of May 14, 2021.
|
1.
|
Names of reporting persons.
Kiran Lingam
|
|
2.
|
Check the appropriate box if a member of a group (see instructions)
|
(a) ☐
(b) ☒
|
3.
|
SEC use only
|
|
4.
|
Source of funds (see instructions)
AF
|
|
5.
|
Check if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
|
☐
|
6.
|
Citizenship or place of organization
United States
|
|
Number of
Shares
Beneficially
owned by
each
Reporting
person
with
|
7.
|
Sole voting power
0
|
|
8.
|
Shared voting power
12,656,790
|
|
9.
|
Sole dispositive power
0
|
|
10.
|
Shared dispositive power
12,656,790
|
|
11.
|
Aggregate amount beneficially owned by each reporting person
12,656,790
|
|
12.
|
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
|
☐
|
13.
|
Percent of class represented by amount in Row (11)
7.34% (1)
|
|
14.
|
Type of reporting person (see instructions)
IN
|
|
(1)
|
Based on 172,321,708 shares of Common Stock outstanding as of May 14, 2021.
|
Explanatory Note
This Amendment No. 1 to Schedule 13D
(this “Amendment No. 1”) amends the Statement on Schedule 13D (the “Schedule 13D”) of Axioma Ventures,
LLC, a Florida limited liability company (“Axioma Ventures”), Axioma Holdings, LLC, a Florida limited liability company
(“Axioma Holdings”), Axioma Management, LLC, a Florida limited liability company (“Axioma Management”),
Howard M. Jenkins, Alexander H. Jenkins, and Kiran Lingam filed with the Securities and Exchange Commission on October 13, 2021, to reflect
the bona fide gift of 4,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of
Hyliion Holdings Corp., a Delaware corporation (formerly Tortoise Acquisition Corp.) (the “Issuer”) from Axioma Ventures
to Alexander H. Jenkins.
Except as specifically amended by this Amendment
No. 1, the Schedule 13D remains in full force and effect. Capitalized terms used and not otherwise defined in this Amendment No. 1 shall
have the meanings given to them in the Schedule 13D. The information set forth in response to each separate Item shall be deemed to be
a response to all Items where such information is relevant.
The following Items of the Schedule 13D are
amended as follows:
Item 2. Identity and Background.
The persons filing this statement and the persons enumerated
in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive
officers and controlling persons and the information regarding them, are as follows:
|
(a)
|
This Schedule 13D is filed by:
|
|
·
|
Axioma Ventures, LLC, a Florida limited liability company (“Axioma
Ventures”);
|
|
·
|
Axioma Holdings, LLC, a Florida limited liability company (“Axioma
Holdings”);
|
|
·
|
Axioma Management, LLC, a Florida limited liability company (“Axioma
Management”);
|
|
·
|
Howard M. Jenkins, a director of the Issuer;
|
|
·
|
Alexander H. Jenkins; and
|
The foregoing persons are hereinafter sometimes collectively
referred to as the “Reporting Persons.”
The shares of Common Stock to which this Schedule 13D relates
are held of record by the following Reporting Persons:
Axioma Ventures: 12,656,790
Alexander H. Jenkins: 4,000,000
Not included in this Schedule 13D are 10,000 restricted
stock units awarded to Howard M. Jenkins on March 2, 2021 as compensation for his services as director of the Issuer, as Mr. Jenkins has
no voting or dispositive power with respect to the underlying shares and the award will not commence vesting until March 26, 2022.
The sole member of Axioma Ventures is Axioma Holdings and
the managers of Axioma Ventures are Alexander Jenkins and Kiran Lingam. The sole manager of Axioma Holdings is Axioma Management. Howard
Jenkins, Alexander Jenkins and Kiran Lingam are managers of Axioma Management. Each of Axioma Holdings, Axioma Management, Howard
Jenkins, Alexander Jenkins and Kiran Lingam therefore may be deemed to share voting and dispositive power with respect to the shares of
Common Stock held of record by Axioma Ventures. In addition, Howard M. Jenkins serves as Class II director of the Issuer, with his
term expiring at the Issuer’s 2022 annual meeting of stockholders.
|
(b)
|
The business address of the Reporting Persons is c/o Axioma Management,
LLC, 601 South Boulevard, Tampa, FL 33606.
|
|
(c)
|
The present principal occupation or employment
of each of the Reporting Persons and the name, principal business and address of any corporation or other organization in which such
employment is conducted is as follows:
|
|
·
|
Axioma Ventures is a venture capital firm with its address at 601 South Boulevard, Tampa, FL 33606.
|
|
·
|
Axioma Holdings and Axioma Management are holding companies engaged, through their subsidiaries, in investments.
|
|
·
|
Howard Jenkins, Alexander
Jenkins and Kiran Lingam are each managers at Axioma Management, which is engaged, through its subsidiaries, in investments, and has
its principal business address at 601 South Boulevard, Tampa, FL 33606.
|
|
(d)
|
During the last five years, none of the Reporting
Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
|
(e)
|
During the last five years, none of the Reporting Persons was
a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
|
|
(f)
|
The citizenship or place of organization for each of the Reporting Persons is listed in Row 6 of the cover pages hereto.
|
Item 3. Source and Amount of Funds or Other Consideration.
The consideration
used to acquire beneficial ownership of the shares of Common Stock of the Issuer consisted of securities of Hyliion Inc. (“Legacy
Hyliion”). The Reporting Persons acquired the shares of Common Stock pursuant to the Business Combination Agreement and Plan
of Reorganization, dated as of June 18, 2020 (the “Business Combination Agreement”), by and among Tortoise Acquisition
Corp. (“Tortoise”), Legacy Hyliion and SHLL Merger Sub Inc., a wholly-owned subsidiary of Tortoise (“Merger
Sub”), pursuant to which Merger Sub merged (the “Merger”) with and into Legacy Hyliion, with Legacy Hyliion
surviving the merger as a wholly-owned subsidiary of Tortoise (which subsequently changed its name to “Hyliion Holdings Corp.”).
Axioma Ventures used working capital in order to acquire the securities of Legacy Hyliion. Effective May 21, 2021, 4,000,000 of the shares
of Common Stock of the Issuer held of record by Axioma Ventures were transferred to Alexander H. Jenkins by gift.
Item 5. Interest in Securities of the Issuer.
|
(a) – (b)
|
The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 172,321,708 shares of Common Stock outstanding as of May 14, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 17, 2021.
|
|
|
|
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(c)
|
Except as set forth in Item 2 or 3 hereof, the Reporting Persons have
not effected any transactions in the Common Stock in the sixty (60) days preceding the date of this Schedule 13D.
|
|
(d)
|
Except as set forth in Item 6 hereof, no person has the right
to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein.
|
|
|
|
|
(e)
|
Not applicable.
|
The information in Items 4 and 6 hereof is incorporated
by reference herein.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
The information in Items 2 and 3 is incorporated by reference
herein.
In connection with the Merger, on October 1, 2020, the Issuer
and certain stockholders of Legacy Hyliion, including Axioma Ventures, and executives of the Company (the “Legacy Holders”)
entered into a Lock-Up Agreement (each, a “Lock-Up Agreement”). The terms of the Lock-Up Agreements provide for the
Common Stock held by the Legacy Holders as of immediately after the Merger to be locked-up for a period of 180 days after the closing
of the Merger, subject to certain exceptions.
In connection with the Merger, the Issuer entered into
an Amended and Restated Registration Rights Agreement with several parties (the “Holders”), including Axioma Ventures,
pursuant to which the Holders, subject to certain conditions, are entitled to registration rights with respect to securities of the Issuer
(the “Registrable Securities”). Pursuant to this agreement, the Issuer agreed that, within 30 calendar days after the
consummation of the Merger, it will file with the SEC a registration statement registering the resale of the Registrable Securities, and
use its reasonable best efforts to have such registration statement declared effective by the SEC as soon as reasonably practicable after
the filing thereof. Certain of the Holders were granted demand underwritten offering registration rights and all of the Holders were granted
piggyback registration rights. The agreement terminates upon the earlier of (a) ten years following the Merger or (b) the date as of which
the Holders cease to hold any registrable securities.
The Reporting Persons are parties to an agreement with respect
to the joint filing of this Schedule 13D and any amendments hereto. A copy of such agreement was attached as Exhibit 1 to Schedule 13D
and is incorporated by reference herein.
SIGNATURES
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
DATED: May 24, 2021
|
AXIOMA VENTURES, LLC
|
|
By: AXIOMA HOLDINGS, LLC, its sole member
|
|
By: AXIOMA MANAGEMENT, LLC, its manager
|
|
|
|
By: /s/ Howard M. Jenkins
|
|
Howard M. Jenkins, manager
|
|
|
|
|
|
AXIOMA HOLDINGS, LLC
|
|
By: AXIOMA MANAGEMENT, LLC, its manager
|
|
|
|
By: /s/ Howard M. Jenkins
|
|
Howard M. Jenkins, manager
|
|
|
|
|
|
AXIOMA MANAGEMENT, LLC
|
|
|
|
By: /s/ Howard M. Jenkins
|
|
Howard M. Jenkins, manager
|
|
|
|
|
|
/s/ Howard M. Jenkins
|
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Howard M. Jenkins
|
|
|
|
|
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/s/ Alexander H. Jenkins
|
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Alexander H. Jenkins
|
|
|
|
|
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/s/ Kiran Lingam
|
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Kiran Lingam
|
Page 11 of 11