8-K

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): September 26, 2023

___________________________________

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)
475 Quaker Meeting House Road Honeoye Falls, NY		14472
(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 Capital 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 Capital 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 7.01.     Regulation FD Disclosure.

On September 26, 2023, Hyzon Motors Inc. (the “Company”) announced a final resolution, subject to court approval, of the investigation by the Securities and Exchange Commission (the “SEC”) initially reported by the Company on its Current Report on Form 8-K on January 12, 2022, and as further reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. On September 26, 2023, the SEC filed a complaint in the U.S. District Court for the Western District of New York under the caption SECURITIES AND EXCHANGE COMMISSION, Plaintiff, v. HYZON MOTORS INC., CRAIG M. KNIGHT, and MAX C.B. HOLTHAUSEN 23-CV-06553, naming the Company, Craig Knight, the Company’s former Chief Executive Officer and a former director, and Max C.B. Holthausen, a former managing director of the Company’s European subsidiary, Hyzon Motors Europe B.V., as defendants.

As to the Company, the Commission’s complaint alleges violations of Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B) and 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rules 10b-5, 12b-20, 13a-1, 13a-11, 13a-13, 13a-15(a) and 14a-9 thereunder, and Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 (the “Securities Act”).

Without admitting or denying the allegations in the Commission’s complaint, the Company has consented to the entry of a final judgment, subject to court approval, that would permanently restrain and enjoin the Company from violating Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B) and 14(a) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1, 13a-11, 13a-13, 13a-15(a) and 14a-9 thereunder, and Sections 17(a)(2) and 17(a)(3) of the Securities Act, and would require the Company to pay a civil penalty of $25,000,000 as follows: $8,500,000 within 30 days of entry of the final judgment; (2) $8,500,000 by December 31, 2024; and (3) $8,000,000 within 730 days of entry of the final judgment.

Mr. Knight and Mr. Holthausen also separately consented to the entry of final judgments, subject to court approval, resolving the SEC’s allegations.

Further, the Company announced that Mr. Knight and Mr. Mark Gordon, the Company’s former Chief Financial Officer and a former director, have voluntarily returned $252,000 and $122,500, respectively, to the Company pursuant to Section 304 of the Sarbanes Oxley Act of 2002 relating to certain incentive compensation that the Company previously paid to Mr. Knight and Mr. Gordon.

The Company issued a press release on September 26, 2023 providing an update on its resolution with the SEC. A copy of the press release is being furnished herewith as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

The information set forth in Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.     Financial Statements and Exhibits

(d) Exhibits:

Exhibit Number	Description
99.1	Press release, dated September 26, 2023 issued by the Company.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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: September 26, 2023	By:	/s/ John Zavoli
	Name:	John Zavoli
	Title:	General Counsel & Chief Legal Officer

EX-99.1

Exhibit 99.1    

News release	September 26, 2023

HYZON MOTORS CONFIRMS AGREEMENT RESOLVING SEC INVESTIGATION

ROCHESTER, N.Y., – SEPTEMBER 26, 2023– Hyzon Motors Inc. (Hyzon or the company) (NASDAQ: HYZN), a high-power hydrogen fuel cell technology developer and global supplier of zero-emission heavy-duty fuel cell electric vehicles, today announced a final resolution of the investigation by the U.S. Securities and Exchange Commission (SEC), subject to court approval. The investigation was previously reported by the company on its Current Report on Form 8-K on January 12, 2022, and updated in its Annual Report on Form 10-K for the year ended December 31, 2022 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

“Hyzon is pleased to put this chapter behind us, and continue our disciplined execution of operational milestones including commercial vehicle deployments and fuel cell technology developments,” said Hyzon Motors’ Chief Executive Officer (CEO) Parker Meeks. “With a strengthened Board of Directors and leadership team, a streamlined product offering, and a rationalized geographic footprint, we look forward to accelerating the hydrogen industry.”

Without admitting or denying the allegations in the SEC’s complaint, Hyzon has agreed to pay a civil monetary penalty of $25 million in three installments: $8.5 million within 30 days of entry of final judgment; $8.5 million by December 31, 2024; and $8 million within 730 days of entry of final judgment. In the second quarter of 2023, Hyzon accrued a $22 million loss contingency, based upon management’s assessment of the SEC investigation.

Also named in the SEC’s complaint were Craig Knight, the company’s former CEO and a former director, and Max C.B. Holthausen, a former managing director of the company’s European subsidiary, Hyzon Motors Europe B.V. Knight and Holthausen also separately consented to the entry of final judgments, subject to court approval, resolving the SEC’s allegations.

Further, former CEO Knight and Mark Gordon, Hyzon’s former Chief Financial Officer and a former director, have voluntarily returned $252,000 and $122,500, respectively, to Hyzon relating to certain incentive compensation that the company previously paid them.

Further details regarding the resolution can be found in the SEC’s complaint and proposed final judgments, which are publicly available.

# # #

About Hyzon

Hyzon Motors is a global supplier of high-power fuel cell technology focused on integrating its solutions into zero-emission heavy-duty fuel cell electric vehicles. Utilizing its proven and proprietary hydrogen fuel cell technology, Hyzon aims to supply zero-emission heavy duty trucks to customers in North America, Europe, Australia, and New Zealand to mitigate emissions from diesel transportation - one of the single largest sources of global carbon emissions. Hyzon collaborates with partners across the hydrogen value chain to bring clean hydrogen to the market to support fuel cell vehicle deployments. Hyzon is contributing to the adoption of fuel cell electric vehicles through its demonstrated technology advantage, fuel cell performance and history of rapid innovation. Visit www.hyzonmotors.com.

Accelerating the
Energy Transition	hyzonmotors.com

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, are forward-looking statements. When used in this press release, the words "aims", “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements, including statements about the adoption of liquid hydrogen powered fuel cell electric vehicles, the viability of on-board liquid hydrogen to fuel long-distance, zero-emission transport and comparisons to diesel truck range requirements, are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Hyzon disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.Hyzon cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Hyzon, including risks and uncertainties described in the "Risk Factors" sections of Hyzon's Form 10-K for the year ended December 31, 2022 filed with the SEC on May 31, 2023, Form 10-Q for the quarter ended June 30, 2023 filed on August 8, 2023, and in other documents filed by Hyzon from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements, such as risks related to the ability to convert non-binding memoranda of understanding or vehicle trial agreements into binding orders or sales (including because of the current or prospective financial resources of the counterparties to Hyzon's non-binding memoranda of understanding and letters of intent), or the ability to identify additional potential customers and convert them to paying customers. Hyzon gives no assurance that Hyzon will achieve its expectations.

Hyzon Motors, Inc. Contact

For media inquiries:

Hyzon@Kivvit.com

For investors:

ir@hyzonmotors.com

Accelerating the
Energy Transition	hyzonmotors.com

XML

Cover	Sep. 26, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 26, 2023
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	NY
Entity Address, Postal Zip Code	14472
Entity Address, City or Town	Honeoye Falls
Entity Address, Address Line One	475 Quaker Meeting House 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