TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo August 6, 2021 John Zavoli General Counsel Hyzon Motors Inc. 475 Quaker Meeting House Road Honeoye Falls, New York 14472 Re: Hyzon Motors Inc. Registration Statement on Form S-1 Filed on July 30, 2021 File No. 333-258340 Dear Mr. Zavoli: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Anne McConnell at (202) 551-3709 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing