Filed Pursuant to Rule 424(b)(3)
Registration No. 333-258340
PROSPECTUS SUPPLEMENT NO. 9
(to prospectus dated August 10, 2021)
Up to 19,300,751 Shares of Class A Common Stock Issuable Upon the
Exercise of Warrants Up to 77,272,414 Shares of Class A Common
Stock Up to 8,014,500 Warrants
to Purchase Class A Common Stock
This prospectus supplement is being filed to update and supplement
the information contained in the prospectus dated August 10, 2021
(as supplemented or amended from time to time, the “Prospectus”),
with the information contained in in our Current Report on Form
8-K, filed with the Securities and Exchange Commission (“SEC”) on
May 10, 2022 (the “Current Report”). Accordingly, we have attached
the Quarterly Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the
issuance by us of up to an aggregate of 19,300,751 shares of Class
A Common Stock, par value $0.0001 per share (“Class A Common
Stock”), which consists of (i) up to 8,014,500 shares of Class A
Common Stock that are issuable upon the exercise of 8,014,500
warrants (the “private placement warrants”) issued in a private
placement in connection with the initial public offering of
Decarbonization Plus Acquisition Corporation (“DCRB”) and upon the
conversion of a working capital loan by the Sponsor (as defined in
the Prospectus) to DCRB and (ii) up to 11,286,251 shares of Class A
Common Stock that are issuable upon the exercise of 11,286,251
warrants originally issued in DCRB’s initial public
offering.
The Prospectus and this prospectus supplement also relate to the
offer and sale from time to time by the selling securityholders
named in the Prospectus, or their permitted transferees, of (i) up
to 77,272,414 shares of Class A Common Stock (including up to
5,293,958 shares of Class A Common Stock issuable upon the
satisfaction of certain triggering events (as described in the
Prospectus) and up to 326,048 shares of Class A Common Stock that
may be issued upon exercise of the Ardour Warrants (as defined in
the Prospectus)) and (ii) up to 8,014,500 private placement
warrants.
This prospectus supplement updates and supplements the information
in the Prospectus and is not complete without, and may not be
delivered or utilized except in combination with, the Prospectus,
including any amendments or supplements thereto. This prospectus
supplement should be read in conjunction with the Prospectus and if
there is any inconsistency between the information in the
Prospectus and this prospectus supplement, you should rely on the
information in this prospectus supplement.
Our Class A Common Stock and warrants are traded on the Nasdaq
Global Select Market under the symbols “HYZN” and “HYZNW,”
respectively. On May 10, 2022 the closing price of our Class A
Common Stock was $3.07 and the closing price for our public
warrants was $0.5334.
Investing in our securities involves risks that are described in
the “Risk Factors” section beginning on page 7 of the
Prospectus.
Neither the SEC nor any state securities commission has approved or
disapproved of the securities to be issued under the Prospectus or
determined if the Prospectus or this prospectus supplement is
truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus supplement is May 10,
2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 10,
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) |
___________________________________
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.
☐
Item 1.01. Entry into a Material Agreement
On May 5, 2022, Hyzon Motors Inc. (the "Company") entered into a
Stock Purchase Agreement (the “Agreement”) with Holthausen Clean
Technology Investments B.V., a private limited liability company
registered in the Netherlands (the “Seller”) and the other sellers
party thereto, whereby the Company agreed to purchase from Seller
735,000 shares of stock Seller holds in Hyzon Motors Europe B.V., a
private limited company registered in the Netherlands and operated
as a joint venture between the Company and the Seller (“Hyzon
Europe”).
Immediately prior to the transaction, the Company and the Seller
held a 50.5% and 49.5% ownership stake in Hyzon Europe,
respectively. When the transaction closes, the Company will own 75%
of the issued and outstanding shares of Hyzon Europe, and Seller
will own 25%.
As part of the Agreement, the Sellers agreed to transfer or cause
to be transferred to Hyzon Europe all of the shares of stock of
Holthausen Clean Technology B.V, private limited liability company
registered in the Netherlands.
The Company agreed to a purchase price of €27,000,000, payable in a
combination of cash and equity of the Company.
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.
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: May 10, 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 |
Hyzon Motors (NASDAQ:HYZN)
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