SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

(Rule 13d-102)

 

 

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

HYZON MOTORS INC.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

44951Y102

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

 

 

 


CUSIP No. 44951Y102

 

  1    

  Name of Reporting Persons

 

  Decarbonization Plus Acquisition Sponsor, LLC

  2  

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☒

 

  3  

  SEC Use Only

 

  4  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

   5    

  Sole Voting Power

 

  0

   6  

  Shared Voting Power

 

  10,054,617 (1)

   7  

  Sole Dispositive Power

 

  0

   8  

  Shared Dispositive Power

 

  10,054,617 (1)

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  10,054,617 (1)

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☒ (2)

11  

  Percent of Class Represented by Amount in Row 9

 

  3.97% (3)

12  

  Type of Reporting Person

 

  OO (Delaware limited liability company)

 

(1)

Includes 5,462,909 shares of the Issuer’s Class A Common Stock which may be purchased by exercising warrants that are presently exercisable.

(2)

Does not include 1,320,970 shares of the Issuer’s Class A Common Stock which may be purchased by exercising warrants that are not presently exercisable.

(3)

The percentage set forth in Row 11 of this Cover Page is based on the 247,644,709 shares of the Issuer’s Class A Common Stock outstanding as of November 1, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021, and includes 5,462,909 shares of the Issuer’s Class A Common Stock which may be purchased by exercising warrants that are presently exercisable.

 

2


CUSIP No. 44951Y102

 

  1    

  Name of Reporting Persons

 

  Riverstone Holdings LLC

  2  

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☒

 

  3  

  SEC Use Only

 

  4  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

   5    

  Sole Voting Power

 

  0

   6  

  Shared Voting Power

 

  10,054,617 (1)

   7  

  Sole Dispositive Power

 

  0

   8  

  Shared Dispositive Power

 

  10,054,617 (1)

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  10,054,617 (1)

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☒ (2)

11  

  Percent of Class Represented by Amount in Row 9

 

  3.97% (3)

12  

  Type of Reporting Person

 

  OO (Delaware limited liability company)

 

(1)

Includes 5,462,909 shares of the Issuer’s Class A Common Stock which may be purchased by exercising warrants that are presently exercisable.

(2)

Does not include 1,320,970 shares of the Issuer’s Class A Common Stock which may be purchased by exercising warrants that are not presently exercisable.

(3)

The percentage set forth in Row 11 of this Cover Page is based on the 247,644,709 shares of the Issuer’s Class A Common Stock outstanding as of November 1, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021, and includes 5,462,909 shares of the Issuer’s Class A Common Stock which may be purchased by exercising warrants that are presently exercisable.

 

3


CUSIP No. 44951Y102

 

  1    

  Name of Reporting Persons

 

  David M. Leuschen

  2  

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☒

 

  3  

  SEC Use Only

 

  4  

  Citizenship or Place of Organization

 

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

   5    

  Sole Voting Power

 

  0

   6  

  Shared Voting Power

 

  11,054,617 (1)

   7  

  Sole Dispositive Power

 

  0

   8  

  Shared Dispositive Power

 

  11,054,617 (1)

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  11,054,617 (1)

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☒ (2)

11  

  Percent of Class Represented by Amount in Row 9

 

  4.37% (3)

12  

  Type of Reporting Person

 

  IN

 

(1)

Includes 5,462,909 shares of the Issuer’s Class A Common Stock which may be purchased by exercising warrants that are presently exercisable.

(2)

Does not include 1,320,970 shares of the Issuer’s Class A Common Stock which may be purchased by exercising warrants that are not presently exercisable.

(3)

The percentage set forth in Row 11 of this Cover Page is based on the 247,644,709 shares of the Issuer’s Class A Common Stock outstanding as of November 1, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021, and includes 5,462,909 shares of the Issuer’s Class A Common Stock which may be purchased by exercising warrants that are presently exercisable.

 

4


CUSIP No. 44951Y102

 

  1    

  Name of Reporting Persons

 

  Pierre F. Lapeyre, Jr.

  2  

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☒

 

  3  

  SEC Use Only

 

  4  

  Citizenship or Place of Organization

 

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

   5    

  Sole Voting Power

 

  0

   6  

  Shared Voting Power

 

  11,054,617 (1)

   7  

  Sole Dispositive Power

 

  0

   8  

  Shared Dispositive Power

 

  11,054,617 (1)

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  11,054,617 (1)

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☒ (2)

11  

  Percent of Class Represented by Amount in Row 9

 

  4.37% (3)

12  

  Type of Reporting Person

 

  IN

 

(1)

Includes 5,462,909 shares of the Issuer’s Class A Common Stock which may be purchased by exercising warrants that are presently exercisable.

(2)

Does not include 1,320,970 shares of the Issuer’s Class A Common Stock which may be purchased by exercising warrants that are not presently exercisable.

(3)

The percentage set forth in Row 11 of this Cover Page is based on the 247,644,709 shares of the Issuer’s Class A Common Stock outstanding as of November 1, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021, and includes 5,462,909 shares of the Issuer’s Class A Common Stock which may be purchased by exercising warrants that are presently exercisable.

 

5


Item 1.

 

  (a)

Name of Issuer:

Hyzon Motors Inc. (the “Issuer”)

 

  (b)

Address of Issuer’s Principal Executive Offices:

475 Quaking Meeting House Road

Honeoye Falls, NY 14472

 

Item 2.

 

  (a)

Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

Decarbonization Plus Acquisition Sponsor, LLC (“Sponsor”)

Riverstone Holdings LLC (“Riverstone”)

David M. Leuschen

Pierre F. Lapeyre, Jr.

 

  (b)

Address or Principal Business Office:

The address of each of the Reporting Persons is c/o Riverstone Holdings LLC, 712 Fifth Avenue, 36th Floor, New York, NY 10019.

 

  (c)

Citizenship of each Reporting Person is:

Both the Sponsor and Riverstone are organized in the State of Delaware. David M. Leuschen and Pierre F. Lapeyre, Jr. are each citizens of the United States.

 

  (d)

Title of Class of Securities:

Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”).

 

  (e)

CUSIP Number:

44951Y102

 

Item 3.

Not applicable.

 

Item 4.

Ownership.

(a)-(c)

The ownership information presented below represents beneficial ownership of shares of Class A Common Stock of the Issuer as of December 31, 2021, based upon 247,644,709 shares of Class A Common Stock outstanding as of November 1, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021, and includes 5,462,909 shares of the Issuer’s Class A Common Stock which may be purchased by exercising warrants that are presently exercisable.

 

6


Reporting Person

   Amount
beneficially
owned
     Percent
of class:
    Sole
power to
vote or
to direct
the vote:
     Shared
power to
vote or to
direct the
vote:
     Sole power
to dispose
or to
direct the
disposition
of:
     Shared
power to
dispose or to
direct the
disposition
of:
 

Decarbonization Plus Acquisition Sponsor, LLC

     10,054,617        3.97     0        10,054,617        0        10,054,617  

Riverstone Holdings LLC

     10,054,617        3.97     0        10,054,617        0        10,054,617  

David M. Leuschen

     11,054,617        4.37     0        11,054,617        0        11,054,617  

Pierre F. Lapeyre Jr.

     11,054,617        4.37     0        11,054,617        0        11,054,617  

Sponsor is the record holder of 4,591,708 shares of Class A Common Stock and warrants to purchase 5,462,909 shares of the Issuer’s Class A Common Stock that are presently exercisable. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone, which is the managing member of Sponsor. As a result, each of these persons and entities may be deemed to share beneficial ownership of the shares held by Sponsor. Each such person or entity disclaims any such beneficial ownership.

REL Batavia Partnership, LP (“REL”) is the record holder of 1,000,000 shares of Class A Common Stock. Mr. Leuschen and Mr. Lapeyre are the sole members of the ultimate general partner of REL. As a result, Mr. Leuschen and Mr. Lapeyre may be deemed to share beneficial ownership of the shares held by REL. Each such person disclaims any such beneficial ownership.

 

Item 5.

Ownership of Five Percent or Less of a Class.

As of December 31, 2021, the Reporting Persons no longer beneficially own more than five percent of the outstanding shares of Class A Common Stock.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certification.

Not applicable.

 

7


SIGNATURE

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.

 

Date: February 14, 2022      DECARBONIZATION PLUS ACQUISITION SPONSOR, LLC
     By:   

/s/ Peter Haskopoulos

     Name:    Peter Haskopoulos
     Title:    Authorized Person
     RIVERSTONE HOLDINGS LLC
     By:   

/s/ Peter Haskopoulos

     Name:    Peter Haskopoulos
     Title:    Authorized Person
    

/s/ Peter Haskopoulos, attorney-in-fact

     David M. Leuschen
    

/s/ Peter Haskopoulos, attorney-in-fact

     Pierre F. Lapeyre, Jr.

 

8


LIST OF EXHIBITS

 

Exhibit No.   

Description

24    Power of Attorney
99   

Joint Filing Agreement.

 

9

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