Current Report Filing (8-k)
June 14 2022 - 06:01AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 14,
2022
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Hyzon Motors Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
001-3962 |
82-2726724 |
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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475 Quaker Meeting House Road
Honeoye Falls, NY
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14472 |
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(Address of principal executive offices) |
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(Zip Code) |
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(585)-484-9337
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(Registrant's telephone number, including area code)
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Not Applicable |
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(Former name or former address, if changed since last
report) |
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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:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Class A common stock, par value $.001 per share |
HYZN |
NASDAQ Capital Market
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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
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 12b-2 of the Exchange Act.
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.
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Item 1.01. Entry into a Material Agreement
On June 10, 2022, Hyzon Motors Inc. (the "Company"), through its
majority-owned subsidiary and joint venture, Hyzon Motors Europe
B.V., a private limited company registered in the Netherlands,
entered into a Share Purchase and Transfer Agreement (the
“Agreement”) with Orten Holding GmbH, a German limited liability
company (“Orten”) and Mr. Robert Orten (“Mr. Orten”, together with
Orten, the “Sellers”), whereby the Company agreed to purchase from
the Sellers 100% of outstanding ownership interests in specified
target companies owned by the Sellers, including Orten Betriebs
GmbH and Orten Electric-Trucks GmbH, each a German limited
liability company. Orten is a German leader in manufacturing of
innovative truck and trailer bodies. The total purchase price is
€24,250,000 in cash, approximately $25,900,000 in USD subject to
customary purchase price adjustments.
The foregoing summary of the terms and conditions of the Agreement
does not purport to be complete and is qualified in its entirety by
reference to the complete text of the Agreement, a copy of which
will be filed with the Company’s Quarterly Report on Form 10-Q for
the quarter ending June 30, 2022.
Item 7.01. Regulation FD Disclosure.
On June 13, 2022, the Company issued a press release relating to
the matters described above in Item 1.01. A copy of the press
release is attached as Exhibit 99.1 and is incorporated herein by
reference. The information in this Item 7.01 of Form 8-K and
Exhibit 99.1 attached hereto are being furnished pursuant to Item
7.01 of Form 8-K and therefore shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such
filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit Number |
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101) |
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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.
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HYZON MOTORS INC. |
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Date: June 14, 2022 |
By:
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/s/ Samuel Chong |
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Name:
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Samuel Chong |
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Title:
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Chief Financial Officer |
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