Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 5, 2024

___________________________________

Hyzon Motors Inc.

(Exact name of registrant as specified in its charter)

___________________________________


Delaware	001-3962	82-2726724
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
599 South Schmidt Road Bolingbrook, IL		60440
(Address of principal executive offices)		(Zip Code)
(585)-484-9337
(Registrant's telephone number, including area code)
Not Applicable (Former name or former address, if changed since last report)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	HYZN	NASDAQ Global Select Market
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	HYZNW	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.05 Costs Associated with Exit or Disposal Activities.

On June 24, 2024, Hyzon Motors Inc. (the “Company” or “Hyzon”) issued a press release announcing that it had started realigning its strategic priorities to focus on the Company’s core North American markets and the refuse industry. As part of these efforts, the Company determined on July 7, 2024, to wind down its operations in the Netherlands and Australia.

In connection with the planned exit activities, the Company expects to incur charges of approximately $17 million, of which approximately $7 million is expected to be in cash. Components of the charges include non-cash inventory write-downs of approximately $7 million, employee-related costs of approximately $3 million, other exit related costs of approximately $4 million, and non-cash impairment charges of approximately $3 million. The Company expects to incur these costs in the second and third quarters of 2024 and make the related cash payments in the third and fourth quarters of 2024. Further, the Company anticipates derecognition of certain liabilities that may result in non-cash gains in the third and fourth quarters of 2024. The Company is presently unable to estimate these non-cash gains. The Company expects to complete the wind down of its operations in the Netherlands and Australia by the end of 2024.

In comparison to North American efforts to accelerate the hydrogen transition and adoption of zero-emission, fuel cell technology, government support for fuel cell-powered transportation in Europe and Australia has waned, including the disbandment in many European countries of hydrogen subsidies. Hyzon currently intends to maintain the potential to return to the European and Australian markets as a fuel cell system supplier to Original Equipment Manufacturers (OEMs).

Despite its decision to halt the Netherlands and Australian operations, the Company reaffirms its commitment, subject to its success with respect to capital raising and various other strategic alternatives, to better position its first-to-market, zero-emission single stack 200kW hydrogen fuel cell technology for North American Class 8 and refuse truck FCEV platforms – which will both be featured in significant large fleet trial programs throughout the United States and Canada this summer. Additionally, the Company continues to optimize its operations in China.

The implementation of the planned exit activities and the timing and estimated charges noted above are subject to certain assumptions and risks, including those described below. The Company may incur other or additional charges or cash expenditures not currently contemplated, or the cash charges currently contemplated could be greater than anticipated, due to unanticipated events that may occur. Should underlying assumptions prove incorrect or risks materialize, actual amounts and timing may differ materially from those expected. Any additional cash charges could heighten the liquidity risk described below.

Item 8.01 Other Events

Strategic Alternatives; Bankruptcy

The Company continues to pursue its previously disclosed efforts to secure capital via the capital markets and explore various other strategic alternatives. These alternatives include a sale of all or a portion of the Company, a divestiture of its Europe and Australia/New Zealand businesses and subsidiaries, cost reductions, liquidity management, a reduction in workforce and other significant corporate transactions. The Company is also evaluating the need to pursue bankruptcy protection or other in-court relief if its financing efforts or other strategic alternatives are not successful.

The Company can provide no assurances that these or other steps will result in the Company pursuing a transaction or that any transaction, if pursued, will be completed on attractive terms or at all. The Company has not set a timetable for the completion of any transaction and does not commit to comment further unless and until the Company enters into a definitive transaction agreement or otherwise determines that further disclosure is appropriate or necessary. Even if successful, the Company may need to pursue other measures, including (without limitation) one or a combination of such transactions and/or measures described above.

Nasdaq Compliance

On January 23, 2024, the Company received a letter (the “Notice”) from the listing qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rules 5550(a)(2) (the “Bid Price Rule”) for continued listing. The Bid Price Rule requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) (the “Compliance Period Rule”) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The Notice had no immediate effect on the listing of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), which has traded on The Nasdaq Global Select Market under the symbol “HYZN.”

In accordance with the Compliance Period Rule, the Company has 180 calendar days to regain compliance. If, at any time before the end of this 180-day period, or through July 22, 2024, the closing bid price of the Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, subject to the Staff’s discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(H), the Staff will provide written notification that the Company has achieved compliance with the Bid Price Rule.

The Company has not yet achieved compliance with the Bid Price Rule. As a result, pursuant to NASDAQ Marketplace Rule 4450(i), on July 5, 2024, the Company applied to transfer the listing of its Common Stock from The Nasdaq Global Select Market to The NASDAQ Capital Market. Provided that it satisfies all of the criteria for such transfer, upon listing on The Nasdaq Capital Market, the Company will be afforded an additional 180 calendar days to regain compliance with the Bid Price Rule, subject to Nasdaq’s ability to shorten such 180-day period under certain circumstances.

The Press Release is attached hereto and filed herewith as Exhibit 99.1 and is incorporated by reference into this Current Report. The description of this strategic review process in this Current Report is qualified in its entirety by the attached Press Release.

Updates for Risk Factors

In connection with the Company’s efforts to seek additional capital, the Company is providing as Exhibit 99.2 to this Current Report, which is incorporated by reference to this Item 8.01, certain updates to the risk factors described in (i) Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and (ii) Part II, Item 1A of the Company’s Quarterly Report for the quarterly period ended March 31, 2024.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
99.1						Press Release, dated July 8, 2024, issued by the Company.
99.2						Risk Factors
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, express or implied forward-looking statements relating to Hyzon’s ability to pursue and enter into a strategic transaction, raise additional capital, and achieve the goals and benefits of its cost cutting and liquidity management initiatives, and the impact if such actions are not achieved. You are cautioned that such statements are not guarantees of future performance and that the Company’s actual results may differ materially from those set forth in the forward-looking statements. All of these forward-looking statements are subject to risks and uncertainties that may change at any time. Factors that could cause the Company’s actual expectations to differ materially from these forward-looking statements include the Company’s ability to improve its capital structure; Hyzon’s liquidity needs to operate its business and execute its strategy, and related use of cash; its ability to raise capital through equity issuances, asset sales or the incurrence of debt; the possibility that Hyzon may need to seek bankruptcy protection; Hyzon’s ability to fully execute actions and steps that would be probable of mitigating the existence of substantial doubt regarding its ability to continue as a going concern; our ability to enter into any desired strategic alternative on a timely basis or on acceptable terms; our ability to maintain the listing of our common stock on Nasdaq; our ability to retain or recruit, or changes required in, our officers, key employees, or directors; retail and credit market conditions; higher cost of capital and borrowing costs; impairments; changes in general economic conditions; and the other factors under the heading “Risk Factors” set forth in the Company’s Annual Report on Form 10-K, as supplemented by the Company’s quarterly reports on Form 10-Q and current reports on Form 8-K. Such filings are available on our website or at www.sec.gov. You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise forward-looking statements to reflect subsequent developments, events, or circumstances, except as may be required under applicable securities laws.

SIGNATURE

Pursuant to the requirements 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 hereunto duly authorized.


	HYZON MOTORS INC.

Date: July 8, 2024	By:	/s/ Parker Meeks
	Name:	Parker Meeks
	Title:	Chief Executive Officer

Exhibit 99.1




News release

HYZON TO FOCUS ON CORE NORTH AMERICAN MARKETS AND REFUSE INDUSTRY AND STRATEGICALLY HALT NETHERLANDS AND AUSTRALIAN OPERATIONS

Company to Continue Pursuit of New Capital and Adoption of Market-Leading Fuel Cell Technology in North America

BOLINGBROOK, Ill., July 8, 2024 – Hyzon (NASDAQ: HYZN) (Hyzon or the Company), a U.S.-based manufacturer and global supplier of high-performance hydrogen fuel cell systems focused on providing zero-emission power to decarbonize the most demanding industries, today announced that after considering its options as well as completing its assessment of the challenging market conditions across Europe and Australia, the Company will halt its operations in the Netherlands and Australia.

In comparison to North American efforts to accelerate the hydrogen transition and adoption of zero-emission, fuel cell technology, Hyzon said the government support for fuel cell-powered transportation in Europe and Australia has waned, including the disbandment in many European countries of hydrogen subsidies. Hyzon currently intends to maintain the potential to return to the European and Australian markets as a fuel cell system supplier to Original Equipment Manufacturers (OEMs).

“I would like to express my utmost gratitude to our dedicated European and Australian teams who have tirelessly worked toward advancing the hydrogen transition,” said Hyzon Chief Executive Officer Parker Meeks. This was a complex and difficult decision. Given the challenges of bringing new technology to market in an emerging industry, we believe we need to focus our efforts on the North American market and refuse industry as well as overseeing our large fleet trial programs which commence this summer, added Meeks.

In connection with the planned exit activities, the Company expects to incur charges of approximately $17 million, of which approximately $7 million is expected to be in cash. Components of the charges include non-cash inventory write-downs of approximately $7 million, employee-related costs of approximately $3 million, other exit related costs of approximately $4 million and non-cash impairment charges of approximately $3 million. The Company expects to incur these costs in the second and third quarters of 2024 and make the related cash payments in the third and fourth quarters of 2024. Further, the Company anticipates derecognition of certain liabilities, which may result in non-cash gains in the third and fourth quarters of 2024. The Company is presently unable to estimate these non-cash gains.

Nasdaq Capital Market Application

On January 23, 2024, the Company received a letter (the “Notice”) from the listing qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rules 5550(a)(2) (the “Bid Price Rule”) for continued listing. The Bid Price Rule requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) (the “Compliance Period Rule”) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of thirty consecutive business days. The Notice had no immediate effect on the listing of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), which has traded on The Nasdaq Global Select Market under the symbol “HYZN.” In accordance with the Compliance Period Rule, the Company has 180 calendar days to regain compliance. If, at any time before the end of this 180-day period, or through July 22, 2024, the closing bid price of the Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, subject to the Staff’s discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(H), the Staff will provide written notification that the Company has achieved compliance with the Bid Price Rule. The Company has not yet achieved compliance with the Bid Price Rule. Pursuant to Nasdaq Marketplace Rule 4450(i), on July 5, 2024, the Company applied to transfer the listing of its Common Stock from The Nasdaq Global Select Market to The Nasdaq Capital Market. Provided that it satisfies all of the criteria for such transfer, upon listing on The Nasdaq Capital Market, the Company will be afforded an additional 180 calendar days to comply with the Bid Price Rule and regain compliance if it meets certain criteria and notifies Nasdaq of its intent to cure the deficiency.

Strategic Capital Efforts and Liquidity Management

The Company continues to pursue its previously disclosed efforts to secure capital via the capital markets and explore various other strategic alternatives. These alternatives include a sale of all or a portion of the Company, a potential divestiture of its Europe and / or Australia/New Zealand businesses and subsidiaries, additional cost reductions, liquidity management, a reduction in workforce and other significant corporate transactions. The Company is also evaluating the need to pursue bankruptcy protection or other in-court relief if its financing efforts or other strategic alternatives are not successful.

In closing, despite its decision to halt the Netherlands and Australian operations, the Company reaffirms its commitment -- subject to its success with respect to capital raising and various other strategic alternatives -- to better position its first-to-market, zero-emission single stack 200kW hydrogen fuel cell technology for the North American Class 8 and refuse truck FCEV platforms. These platforms will both be featured in significant large-fleet trial programs throughout the United States and Canada starting this summer. Additionally, the Company continues to optimize its operations in China.




						hyzonfuelcell.com

About Hyzon

Hyzon is a global supplier of high-performance hydrogen fuel cell technology focused on providing zero-emission power to decarbonize demanding industries. With agile, high-power technology designed for heavy-duty applications, Hyzon is at the center of a new industrial revolution fueled by hydrogen, an abundant and clean energy source. Hyzon focuses on deploying its fuel cell technology in heavy-duty commercial vehicles across North America, Europe, and Australia/New Zealand today and in tomorrow's power generation and energy storage, mining, construction, rail, marine, and airport ecosystems. To learn more about how Hyzon partners across the hydrogen value chain to accelerate the clean energy transition, visit www.hyzonfuelcell.com.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, express or implied forward-looking statements relating to Hyzon’s ability to pursue and enter into a strategic transaction, raise additional capital, and achieve the goals and benefits of its cost cutting and liquidity management initiatives, and the impact if such actions are not achieved. You are cautioned that such statements are not guarantees of future performance and that the Company’s actual results may differ materially from those set forth in the forward-looking statements. All of these forward-looking statements are subject to risks and uncertainties that may change at any time. Factors that could cause the Company’s actual expectations to differ materially from these forward-looking statements include the Company’s ability improve its capital structure; Hyzon’s liquidity needs to operate its business and execute its strategy, and related use of cash; its ability to raise capital through equity issuances, asset sales or the incurrence of debt; the possibility that Hyzon may need to seek bankruptcy protection; Hyzon’s ability to fully execute actions and steps that would be probable of mitigating the existence of substantial doubt regarding its ability to continue as a going concern; our ability to enter into any desired strategic alternative on a timely basis, on acceptable terms; our ability to maintain the listing of our common stock on the Nasdaq Global Select Market; our ability to retain or recruit, or changes required in, our officers, key employees, or directors; retail and credit market conditions; higher cost of capital and borrowing costs; impairments; changes in general economic conditions; and the other factors under the heading “Risk Factors” set forth in the Company’s Annual Report on Form 10-K, as supplemented by the Company’s quarterly reports on Form 10-Q and current reports on Form 8-K. Such filings are available on our website or at www.sec.gov. You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise forward-looking statements to reflect subsequent developments, events, or circumstances, except as may be required under applicable securities laws.




						hyzonfuelcell.com

Exhibit 99.2

RISK FACTORS

We may be required to seek bankruptcy protection or other in-court relief or restructuring.

While we continue to pursue efforts to raise capital and restructure our operations to reduce our cash spend, there is no assurance that we will succeed. Without further sources of funding, the Company anticipates that its existing cash resources will be depleted by the end of fiscal year 2024. If we fail in our efforts to raise necessary additional capital (whether through the sale of equity or assets, the issuance of debt, the entry into strategic partnerships or otherwise) sufficiently in advance of the end of the fiscal year, as we determine to be appropriate under the circumstances, then we may seek bankruptcy protection or other in-court relief, which could have a material negative impact on our stockholders. In the event of an insolvency proceeding, or restructuring of our capital structure, holders of the Company’s Class A Common Stock could suffer a total loss of their investment. An investment in our Class A Common Stock is highly speculative and there can be no assurance if or when we might take any of these actions. Additionally, we have a limited number of authorized but unissued or reserved shares of Class A Common Stock, which could make raising additional equity capital more challenging

We may be delisted from The Nasdaq, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We are at risk of being delisted from Nasdaq Global Select Market as a result of our current stock price.

On January 23, 2024, the Company received a new letter from The Nasdaq Stock Market notifying the Company that it no longer complies with the Bid Price Rule for continued listing on The Nasdaq Global Select Market. The Bid Price Rule requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq’s Compliance Period Rule provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days.

In accordance with the Compliance Period Rule, the Company has 180 calendar days, or until July 22, 2024, to regain compliance. If, at any time before the end of this 180-day period, or through July 22, 2024, the closing bid price of the Class A Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, subject to the Staff’s discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(H), the Staff will provide written notification that the Company has achieved compliance with the Bid Price Rule. If the Company does not regain compliance during this 180-day period, then the Staff may grant the Company a second 180 calendar day period to regain compliance. However, we have been advised by the Staff that, in order to be eligible to receive the second 180 calendar day period to regain compliance, we must file an application to transfer our listing from The Nasdaq Global Select Market to The Nasdaq Capital Market. In connection with such application, we will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement. In addition, the Company would be required to notify Nasdaq of its intent to cure the minimum bid price deficiency during the second compliance period, which may include, if necessary, implementing a reverse stock split. On July 5, 2024, the Company filed an application with Nasdaq to transfer from The Nasdaq Global Select Market to The Nasdaq Capital Market. Nasdaq has the ability to shorten the second 180-day cure period under certain circumstances, including if a security has a closing bid price of $0.10 or less for ten consecutive trading days.

If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

•a limited availability of market quotations for our securities;

•reduced liquidity for our securities;

•a determination that our Class A Common Stock is a “penny stock” which will require brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•a limited amount of news and analyst coverage; and

•a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our Class A Common Stock and public warrants are listed on The Nasdaq Global Select Market, our Class A Common Stock and public warrants qualify as covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed on The Nasdaq Global Select Market or The Nasdaq Capital Market, our securities would not be covered securities, and we would be subject to regulation in each state in which we offer our securities.




						hyzonfuelcell.com

Cover	Jul. 05, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 05, 2024
Entity Registrant Name	Hyzon Motors Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-3962
Entity Tax Identification Number	82-2726724
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60440
Entity Address, City or Town	Bolingbrook
Entity Address, Address Line One	599 South Schmidt Road
Local Phone Number	484-9337
City Area Code	585
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001716583
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	HYZN
Security Exchange Name	NASDAQ
Warrant
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	HYZNW
Security Exchange Name	NASDAQ