Tortoise 2 SNPRU = 1C + 1/4W


Prospectus 9-14-20

Tortoise 1 Shll / HYLN

IPO Trust $10.00. $345mm w overalot. 

24 months. 27 with LOI.

Closed September 15, 2020

Barclays - Goldman

We have entered into a forward purchase agreement pursuant to which we may elect, in our sole and absolute discretion, to offer CIBC National Trust the opportunity to purchase forward purchase units, consisting of one Class A ordinary share and one-fourth of one warrant, where each whole redeemable warrant is exercisable to purchase one Class A ordinary share at an exercise price of $11.50 per share, and, if CIBC National Trust accepts such offer...$100mm

We will be led by our co-founder Vincent Cubbage, who serves as our Chief Executive Officer, President, and Chairman of the Board and has over 26 years of investment experience. Mr. Cubbage also co-founded and currently serves as Chief Executive Officer, President and Chairman of the Board of Tortoise Acquisition I and will continue to serve on the board of Tortoise Acquisition I following the closing of its business combination with Hyliion. Mr. Cubbage joined Tortoise Capital Advisors, L.L.C. in January 2019 and is a Managing Director on the Private Energy Transition team. Prior to joining Tortoise Capital Advisors, L.L.C., Mr. Cubbage founded private equity firm Lightfoot Capital Partners LP (together with its general partner, “Lightfoot Capital”) in 2006 and served as its Chief Executive Officer and Managing Partner from 2006 to 2019. Mr. Cubbage also served as the Chief Executive Officer and Chairman of the Board of Arc Logistics GP LLC, the general partner of Arc Logistics Partners LP (NYSE: ARCX) (together with its general partner, “Arc Logistics”), a portfolio company formed by Lightfoot Capital in 2007 and sold in 2017. Prior to founding Lightfoot Capital, Mr. Cubbage was an investment banker and, among other positions, was a Senior Managing Director and sector head in the Investment Banking Division of Banc of America Securities (“Banc of America Securities”).

Our management team will include all of the members of the management team of Tortoise Acquisition I. Mr. Stephen Pang serves as our Chief Financial Officer and will serve as a Director on our Board following the completion of this offering. He currently serves as Chief Financial Officer and a board member of Tortoise Acquisition I and will continue to serve on Tortoise Acquisition I’s board following the closing of its business combination with Hyliion. Mr. Pang is a Managing Director on the Private Energy Transition team at Tortoise Capital Advisors, L.L.C. and is responsible for the firm’s public and private direct investments, including private investment in public equities (“PIPEs”). Throughout its history, Tortoise Capital Advisors, L.L.C. has been involved in over 85 PIPEs across various investment vehicles. Mr. Darrell Brock serves as our Vice President of Business Development and Mr. Steven Schnitzer serves as our Vice President, General Counsel and Secretary, each of whom currently serves in the same capacities for Tortoise Acquisition I. Mr. Evan Zimmer, an employee of Tortoise who was dedicated to the business combination activities of Tortoise Acquisition I, serves as our Vice President of Finance. Messrs. Brock, Schnitzer and Zimmer served in similar capacities at Lightfoot Capital and Arc Logistics under Mr. Cubbage’s leadership. The members of our entire management team have extensive experience identifying, evaluating, negotiating and completing the types of transactions that we plan to pursue for our initial business combination.

We will further be supported by our board of directors, comprised of former senior executives who have been at the forefront of forward thinking on climate change, sustainability policies and companies leading the transition to a cleaner future. They come from a wide range of sub-sectors and functional areas and will provide us with access to their expertise and extensive industry networks from which we intend to source and evaluate targets as well as devise plans to optimize any business that we acquire.

Our management team will also draw upon the resources and support of Tortoise and the Tortoise Ecofin Platform, the latter of which brings decades of investing expertise in the areas of sustainability, energy transition, infrastructure, water and clean energy. Founded in 2002, Tortoise has a family of investment funds with over $8.1 billion of assets under management as of July 31, 2020. Tortoise has built a successful track record through a disciplined investment framework, with expertise that spans across the entire energy value chain in addition to sustainable infrastructure, including wind, solar and battery storage assets and social infrastructure. Tortoise is a signatory to the United Nations’ Principles for Responsible Investment and incorporates United Nations Sustainable Development Goals (“SDGs”) and ESG factor analysis into its investment strategy, policies and practices firmwide. Tortoise’s “Teal Energy Deal” promotes a reduction in carbon emissions globally by adopting a transition to a cleaner energy future. The Teal Energy Deal principally aligns with the following four SDGs: (1) No poverty; (7) Affordable and Clean Energy; (9) Industry, Innovation and Infrastructure; and (13) Climate Action.

approximately $353.9 million if the underwriters’ over-allotment option is exercised in full, $300.0 million ($10.00 per unit), or approximately $345.0 million if the underwriters’ over-allotment option is exercised in full ($10.00 per unit), will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental