Form 8-K - Current report

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): November 14, 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 2.02. Results of Operations and Financial Condition.

On November 14, 2023, Hyzon Motors Inc. (the "Company") issued a press release announcing the financial results for the Company for the third quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02, including the Exhibit 99.1 attached hereto, is being furnished and 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 7.01. Regulation FD Disclosure.

The Company's management team will host a conference call on November 14, 2023 during which they will make a presentation on the Company's financial results for the third quarter ended September 30, 2023. The presentation has been made available on the Company's website at https://investors.hyzonmotors.com/ and is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this Item 7.01, including the Exhibit 99.2 attached hereto, is being furnished and 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.


Exhibit Number						Description
99.1						Press Release, dated Novem ber 14 , 2023, issued by the Company.
99.2						Investor Presentation.
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: November 14, 2023	By:	/s/ Parker Meeks
	Name:	Parker Meeks
	Title:	Chief Executive Officer

Exhibit 99.1




News release									November 14, 2023

HYZON MOTORS INC. ANNOUNCES THIRD QUARTER 2023 FINANCIAL AND OPERATING RESULTS

Announces first commercial delivery of fuel cell electric truck in the U.S.

ROCHESTER, N.Y., November 14, 2023 -- Hyzon Motors Inc. (NASDAQ: HYZN) (Hyzon or the Company), a leading hydrogen fuel cell technology developer and global supplier of zero-emission heavy-duty fuel cell electric vehicles (FCEVs), today announced its third quarter 2023 financial and operational results.

Recent Highlights

•Delivered first revenue-generating FCEV to a customer in North America at Port of Los Angeles/Long Beach, commercially entering drayage market

•Deployed 14 FCEVs under commercial agreements and collected approximately $3.6 million in cash year-to-date; raises low end of 2023 guidance to 15-20 vehicles deployed under commercial agreements

•Fuel cell production facility in Bolingbrook, Illinois on track for 2024 Start of Production (SoP) with less than $5M of CapEx remaining; estimating an initial annual capacity of over 700 200kW FCSs on three shifts

•Strengthened executive leadership team through appointment of Stephen Weiland as CFO

•Reported lowest quarterly cash burn over the last eight quarters, including third consecutive quarter of declining cash burn

•Unrestricted cash, cash equivalents, and short-term investments of $137.8 million as of September 30, 2023, and approximately $129 million as of October 31, 2023

“This was a remarkable quarter as Hyzon continues to accelerate the global transition to clean energy by developing and commercializing our proprietary, leading zero-emission fuel cell technology,” said Parker Meeks, Chief Executive Officer of Hyzon. “We believe that Hyzon is at an inflection point as we recently made our first commercial delivery in the U.S., are advancing our customer pipeline, and expect less than $5 million in capital investments to reach Start of Production at our fuel cell manufacturing facility. All of this, combined with the significant tailwinds for the hydrogen ecosystem from recently advanced government subsidy programs, put Hyzon in a strong position to lead in the race to decarbonization.”



Accelerating the
Energy Transition						hyzonmotors.com

Third Quarter 2023 Business Highlights

Fuel Cell Electric Vehicle Deployments

By the end of the third quarter, Hyzon had deployed 13 vehicles under commercial agreements to customers in 2023; one additional vehicle was deployed subsequent to the quarter end. Of those vehicles, one was deployed in North America, three were deployed to customers in Europe, and ten coach buses were deployed to a customer in Australia.

With a total of 14 vehicles deployed to date, Hyzon raises the low end of its guidance to 15-20 vehicles deployed by year end, from its previous guidance of 10-20 vehicle. Hyzon also has collected approximately $3.6 million in cash in the first three quarters of 2023 against those vehicles. The Company's North American trial program continued to expand, with 18 trials completed since March 2022, of which 10 trials were completed in 2023, gaining experience with and learnings from real world operations for future FCEV deployments.

Significant Commercial Progress, with Agreements Signed and Trials Initiated and/or Completed

Subsequent to the quarter-end, Hyzon made what the Company believes is the industry’s first publicly-announced commercial sale and delivery of a heavy-duty fuel cell electric truck in North America. The vehicle was delivered to a fleet operating out of the Port of Los Angeles/Long Beach, commercially entering the drayage market for fuel cell trucks, which the Company expects to represent a significant addressable market.

Also subsequent to the quarter-end, the Company announced the commercial trial deployment of its first Heavy Rigid fuel cell electric waste collection truck to REMONDIS Australia, one of the world's largest waste service and recycling companies. The commercial trial is expected to convert to a full vehicle purchase if certain trial performance targets are met. Hyzon is on track to launch the first U.S. trial of the refuse truck platform in the first half of 2024 in California, with customer deliveries expected to begin in 2025.

The Company also signed a commercial agreement with New Zealand’s largest heavy-duty truck fleet owner, TR Group, for up to 20 vehicles powered by the 200kW fuel cell system, at TR Group's option pending a successful trial planned to begin March 2024.

Single-Stack 200kW Fuel Cell System B-Samples Development

The Company continued its progress along the standard automotive product development methodology it is following for its next generation 200kw fuel cell, advancing toward SOP. In 2H 2023, the Company completed factory acceptance testing of nine single-stack 200kW FCS B-samples at its production and innovation center in Bolingbrook, IL. The Company remains on track to complete a total of 25 200kW B-samples and declare C-Sample by the end of 2023 and begin SOP of its 200kW fuel cell system in 2024.

The Company’s world-class fuel cell production facility in Bolingbrook, Illinois has less than $5 million in capital investments remaining to complete the SOP of the 200kW FCS in 2024. Upon SOP, the facility is projected to have initial annual capacity for over 700 200kW FCSs on three shifts. The Company expects that initial annual capacity to satisfy volume forecasts through 2025, with plans for capacity expansion by using lean production to mitigate bottlenecks and constraints.

Advancement & Commercialization of Fuel Cell Technology

Hyzon continues to build on its strong foundation of fuel cell Intellectual Property (IP). In Q3, Hyzon was granted an additional 10 exclusively-owned patents, bringing its total patent base to 158 (applied and granted), with 80 patents applied and granted since 2021.



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Subsequent to the quarter end, the Company announced an amendment to its IP agreement with affiliates of Horizon, Hyzon’s majority controlling shareholder and an advanced hydrogen fuel cell solutions company. Under the amendment, Hyzon expands its market access to stationary fuel cell power applications in North America, in addition to its existing access to global fuel cell mobility markets. The amendment also covers the option for Hyzon and Horizon to pursue joint development of a single stack 300kW fuel cell system, which Hyzon previously announced as part of its product roadmap.

Board of Directors and Leadership Updates

Subsequent to the third quarter, in November, the Company appointed Stephen Weiland as Chief Financial Officer. Steve brings two decades of experience at companies including Caterpillar, leading financial operations, driving diverse growth capital programs, executing transactions in Cleantech, and implementing critical financial processes.

In July, the Company appointed Matthew Foulston, an accomplished finance executive who served as CFO for three publicly listed companies, to its Board of Directors. In August, Hyzon’s Board of Directors elected Erik Anderson as Chairman, replacing George Gu who resigned his position. Anderson is a global innovation leader and investor, with leadership roles spanning various sectors. In addition, the Board elected Andrea Farace as Vice Chairman of Hyzon’s Board. Farace is an accomplished executive and leader with a long global career spanning more than 40 years in finance and general business management.

Announced Final Resolution of SEC Investigation

In September, Hyzon announced a final resolution of the investigation by the SEC, subject to court approval. 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. Further details regarding the resolution can be found in the SEC's complaint and proposed final judgments, which are publicly available.

Third Quarter 2023 Financial Updates

As of September 30, 2023, unrestricted cash, cash equivalents, and short-term investments were $137.8 million, approximately $34.6 million lower than the June 30, 2023 balance of $172.4 million. Cash burn of $34.6 million during the quarter represented the lowest quarterly cash burn over the last eight quarters, including third consecutive quarter of declining cash burn since the fourth quarter of 2022. As of October 31, 2023, unrestricted cash, cash equivalents, and short-term investments were approximately $129 million.

“We are pleased to have delivered this quarter the lowest cash burn in the last eight quarters, driven by operational efficiencies, cash management, lower legal and professional services expenses and managing personnel levels to support the business. These results give us confidence to share that our cash burn guidance is unchanged for both the second half of 2023 and the full year of 2024. We have demonstrated our ability to drive below $10 million per month of core cash burn already in the month of October”, said CEO Parker Meeks. “In addition to our cash burn reduction momentum, we remain focused on opportunistically raising capital, including a possible strategic raise which we continue to explore. The resolution of the SEC investigation removed a material obstacle. We believe Hyzon has significant strategic value, with leading technology, minimal remaining capital spending requirements through our 200kW fuel cell system SoP, and increasing customer agreements and deliveries."



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Conference Call Information

The Hyzon management team will host a conference call to discuss its second quarter 2023 financial results on Tuesday, November 14, 2023, at 8:30 a.m. Eastern Time. The conference call can be accessed by dialing 1 (888) 800-7840 and entering the access code 5240234. International participants can access the call by dialing 1 (646) 307-1856 and entering the access code 5240234.

To listen to the live audio webcast and Q&A, visit the Hyzon investor relations website at investors.hyzonmotors.com. A replay and transcript of the webcast will be available on the website within 24 hours after the call. Hyzon's earnings press release and related materials will also be available on the Company's investor relations website.

About Hyzon Motors Inc.

Hyzon Motors is a global supplier of high-power fuel cell technology focused on integrating the technology into zero-emission heavy-duty hydrogen fuel cell electric vehicles. Hyzon’s low-cost, clean hydrogen infrastructure approach synchronizes supply with demand, accelerating the deployment of zero emission trucks. 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 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.

Use of Non-GAAP Financial Information

EBITDA and Adjusted EBITDA

To supplement its Consolidated Balance Sheets and Statements of Operations and Comprehensive Income (Loss), which are prepared and presented in accordance with U.S. generally accepted accounting principles ("GAAP"), Hyzon reports EBITDA and Adjusted EBITDA which are non-GAAP financial measures. EBITDA is determined by taking net income (loss) and adding interest income or expense, income tax expense or benefit, depreciation and amortization. Adjusted EBITDA is determined by taking EBITDA and adding non-cash stock-based compensation expense, change in fair value of private placement warrant liability, change in fair value of earnout liability, gain (loss) on equity securities and other special items determined by management, if applicable. We believe that these non-GAAP measures, viewed in addition to and not in lieu of our reported GAAP results, provide useful information to investors by providing a more focused measure of operating results, enhances the overall understanding of past financial performance and future prospects, and allows for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP measures presented herein may not be comparable to similarly titled measures presented by other companies. EBITDA and Adjusted EBITDA has been reconciled to the nearest GAAP measure in the tables within this press release.

Free Cash Flow

In addition to reporting Hyzon's cash flow generation and usage based upon the operating, investing, and financing classifications included in the Consolidated Statements of Cash Flows, the Company also reports free cash flow, a non-GAAP financial measure which represents net cash used in operating activities less capital expenditures. The Company believes free cash flow is an important measure of operating performance because it provides management and investors with a measure of cash that is available for mandatory payment obligations and investment opportunities. Free Cash Flow has been reconciled to the nearest GAAP measure in the tables within this press release.



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 "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 relating to the Company’s expectations regarding actions to focus and restructure its business and its expectations regarding the benefits of actions taken and that may be taken in the future in furtherance of such efforts, its beliefs and expectations regarding its technology and the performance and capabilities of its fuel cells and FCEVs; its outlook regarding its business milestones and the expected timing and benefits thereof, including commencement of commercial production of its fuel cell systems and FCEVs, its beliefs and outlook regarding momentum in its business, and its beliefs regarding its competitive position and the benefits thereof, 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" section 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 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.

Contact:

IR@HyzonMotors.com

Media Contact:

Hyzon@kivvit.com



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Energy Transition						hyzonmotors.com


HYZON MOTORS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) (unaudited)
	September 30, 2023		December 31, 2022
ASSETS
Current assets
Cash and cash equivalents	$	110,614	$	60,554
Short-term investments	27,193		194,775
Accounts receivable	297		29
Related party receivable	321		6,578
Inventory	41,233		35,553
Prepaid expenses and other current assets	11,510		15,365
Total current assets	191,168		312,854
Property, plant, and equipment, net	19,549		22,420
Right-of-use assets	5,082		9,181
Investments in equity securities	15,030		15,030
Equity method investment	8,328		8,500
Other assets	6,056		6,911
Total Assets	$	245,213	$	374,896
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	4,587	$	13,798
Accrued liabilities	22,893		25,587
Related party payables	443		433
Contract liabilities	7,737		3,919
Current portion of lease liabilities	1,896		2,132
Total current liabilities	37,556		45,869
Long term liabilities
Lease liabilities	6,071		7,492
Private placement warrant liability	561		1,122
Earnout liability	4,898		10,927
Deferred income taxes	526		526
Accrued SEC settlement	16,500		—
Other liabilities	1,317		1,901
Total Liabilities	$	67,429	$	67,837
Commitments and contingencies
Stockholders’ Equity
Common stock, $0.0001 par value; 400,000,000 shares authorized, 244,998,491 and 244,509,208 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively.	25		25
Treasury stock, at cost; 3,769,592 shares as of September 30, 2023 and December 31, 2022, respectively.	(6,446)		(6,446)
Additional paid-in capital	377,951		372,942
Accumulated deficit	(193,148)		(58,598)
Accumulated other comprehensive income (loss)	103		(153)
Total Hyzon Motors Inc. stockholders’ equity	178,485		307,770
Noncontrolling interest	(701)		(711)
Total Stockholders’ Equity	177,784		307,059
Total Liabilities and Stockholders’ Equity	$	245,213	$	374,896



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HYZON MOTORS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except per share amounts)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenue	$	—	$	5	$	—	$	2,939
Operating expense:
Cost of revenue	3,286		8,203		6,534		10,226
Research and development	10,857		9,241		32,794		26,660
Selling, general, and administrative	21,044		36,103		100,999		75,920
Restructuring and asset impairment	4,885		—		4,885		—
Total operating expenses	40,072		53,547		145,212		112,806
Loss from operations	(40,072)		(53,542)		(145,212)		(109,867)
Other income (expense):
Change in fair value of private placement warrant liability	(240)		3,447		561		13,385
Change in fair value of earnout liability	(1,307)		18,034		6,029		87,371
Gain (loss) on equity securities	—		—		—		10,082
Foreign currency exchange gain (loss) and other expense, net	(3,877)		(4,539)		(2,447)		(7,143)
Investment income and interest income, net	1,441		947		6,501		1,018
Total other income (expense)	(3,983)		17,889		10,644		104,713
Loss before income taxes	$	(44,055)	$	(35,653)	$	(134,568)	$	(5,154)
Income tax expense	—		—		—		526
Net loss	$	(44,055)	$	(35,653)	$	(134,568)	(5,680)
Less: Net loss attributable to noncontrolling interest	(1)		(10,858)		(18)		(16,361)
Net income (loss) attributable to Hyzon	$	(44,054)	$	(24,795)	$	(134,550)	$	10,681

Comprehensive income (loss):
Net loss	$	(44,055)	$	(35,653)	$	(134,568)	$	(5,680)
Foreign currency translation adjustment	2,721		862		986		838
Net change in unrealized gain (loss) on short-term investments	286		131		(702)		131
Comprehensive loss	$	(41,048)	$	(34,660)	$	(134,284)	$	(4,711)
Less: Comprehensive income (loss) attributable to noncontrolling interest	5		(9,705)		10		(14,714)
Comprehensive income (loss) attributable to Hyzon	$	(41,053)	$	(24,955)	$	(134,294)	$	10,003
Net income (loss) per share attributable to Hyzon:
Basic	$	(0.18)	$	(0.10)	$	(0.55)	$	0.04
Diluted	$	(0.18)	$	(0.10)	$	(0.55)	$	0.04
Weighted average common shares outstanding:
Basic	244,885		248,164		244,686		248,054
Diluted	244,885		248,164		244,686		257,828



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Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA

The following table reconciles net income (loss) to EBITDA and Adjusted EBITDA (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income (loss)	$	(44,055)	$	(35,653)	$	(134,568)	$	(5,680)
Interest (income) expense, net	(419)		(279)		(858)		(350)
Income tax expense	—		—		—		526
Depreciation and amortization	967		839		3,160		2,445
EBITDA	$	(43,507)	$	(35,093)	$	(132,266)	$	(3,059)
Adjusted for:
Change in fair value of private placement warrant liability	240		(3,447)		(561)		(13,385)
Change in fair value of earnout liability	1,307		(18,034)		(6,029)		(87,371)
(Gain) loss on equity securities	—		—		—		(10,082)
Stock-based compensation	2,156		1,063		5,143		4,115
Executive transition charges (1)	—		517		—		517
Regulatory and legal matters (2)	2,576		7,859		36,212		13,362
Acquisition-related expenses (3)	—		8,440		—		8,440
Restructuring and asset impairment	4,885		—		4,885		—
Adjusted EBITDA	$	(32,342)	$	(38,695)	$	(92,616)	$	(87,463)

(1)The 2022 executive transition charges include a separation payment and salary expense for technical advisory services related to the former Executive Chairman.

(2)Regulatory and legal matters include legal, advisory, and other professional service fees incurred in connection with the short-seller analyst article from September 2021, and investigations and litigation related thereto. The nine months ended September 30, 2023 includes the legal loss contingency accrual of $25.0 million from the final resolution, subject to court approval, of the SEC investigation.

(3) Acquisition-related expenses incurred for potential and actual acquisitions that are unrelated to the current operations and neither are comparable to the prior period nor predictive of future results. The 2022 expenses relate to the Orten business combination cancellation.

Free Cash Flow

The following table reconciles cash flow used in operating activities to our free cash flow (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Cash flow used in operating activities	$	(30,014)	$	(47,338)	$	(112,072)	$	(116,218)
Less: Capital expenditures	(3,267)		(3,668)		(5,951)		(11,320)
Free cash flow	$	(33,281)	$	(51,006)	$	(118,023)	$	(127,538)



Accelerating the
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1 Q3 2023 Earnings

2 Forward Looking Statements This presentation 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 presentation, are forward-looking statements. When used herein, the words "aims", "could," "should," "will," "may," "believe," "anticipate," "intend," "estimate," "expect," "project," "outlook," "guidance" 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. Forward-looking statements 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 events or circumstances after the date of this presentation. Hyzon cautions you that 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, but not limited to, the following: our ability to commercialize our products and strategic plans, including our ability to establish facilities to produce our fuel cells, assemble our vehicles or secure hydrogen supply in appropriate volumes, at competitive costs or with competitive emissions profiles; our ability to effectively compete in the heavy-duty transportation sector, and withstand intense competition and competitive pressures from other companies worldwide in the industries in which we operate; our ability to convert non-binding memoranda of understanding into binding orders or sales (including because of the current or prospective resources of our counterparties) and the ability of our counterparties to make payments on orders; our ability to invest in hydrogen production, distribution, and refueling operations to supply our customers with hydrogen at competitive costs to operate their fuel cell electric vehicles; disruptions to the global supply chain, including as a result of geopolitical events, and shortages of raw materials, and the related impacts on our third party suppliers and assemblers; our ability to maintain the listing of our common stock on the Nasdaq Capital Market; our ability to raise financing in the future; our ability to retain or recruit, or changes required in, our officers, key employees or directors; our ability to protect, defend, or enforce our intellectual property on which we depend; and the impacts of legal proceedings, regulatory disputes, and governmental inquiries Additional information on potential factors that could affect the financial results of Hyzon and its forward-looking statements is included in the "Risk Factors" section of Hyzon's Annual Report on Form 10-K for the year ended December 31, 2022, Hyzon's Quarterly Report on Form 10-Q for the quarter ended September, 30, 2023 and 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. Hyzon gives no assurances that Hyzon will achieve its expectations as may be described herein

3 Hyzon’s Technology-Led Value Proposition is Strengthening 5 4 3 2 1 Significant technology option value in several fuel cell advantaged future market applications Fuel cell technology leadership with capital-light, U.S. manufacturing nearing Start of Production Asset-light business model with cash-positive contribution margin fuel cell trucks expected this year Accelerating hydrogen fuel cell truck market powered by customer and government tailwinds A proven and driven leadership team that continues to strengthen

4 Q3 2023: Business Highlights Government Subsidies Strengthening Beyond California • Department of Energy announced $7 Bn to launch seven Regional Clean hydrogen Hubs; Hyzon supported several winning hubs • Inflation Reduction Act Zero Emission Port Equipment fund ($2.6 Bn) anticipating December 2024 grant awards • Nearly $400 million available in California’s CARB HVIP Zero Emission Truck subsidy pool Commercial Pipeline Conversion + Deliveries Advancing • Delivered first FCEV truck sale in North America to drayage fleet customer to be deployed at the Port of Long Beach, CA • Continued to expand North American trial program with 10 customer trials year-to-date • Deployed first hydrogen waste collection truck in commercial trial with Remondis in Australia in October • Revised commercial agreement with TR Group, for up to 20 FCEVs upfit with Hyzon’s 200kW fuel cell system • Successfully completed first customer demo of liquid hydrogen FCEV with Performance Food Group in North America in August IP Portfolio and Markets Expanding • Amendment expands addressable end markets: − Newly added rights to stationary power in North America − Pathway for efficient development of 300kW single stack fuel cell system (option) • Total IP count expanded to 158 (applied + granted), including 80 (applied + granted) by Hyzon since 2021 Strengthened Board & Leadership • Appointed Matthew Foulston, accomplished finance executive, to Hyzon Board of Directors, effective July 12, 2023 • Named Erik Anderson as Chairman of the Board of Directors and Andrea Farace named as Vice Chairman of the Board of Directors, effective August 24, 2023 • Appointed Stephen Weiland, a veteran in leading financial teams at Caterpillar and early-stage technology-led companies, as Chief Financial Officer, effective November 1, 2023 01 02 03 04

5 Government Subsidy Tailwinds Creating Strong Market Scaling Support Source: California Air Resources Board, New York State Truck Voucher Incentive Program, Rocky Mountain Institute, U.S. EPA, U.S. Senate Energy and Natural Resources Committee, U.S. Senate Initiatives, press releases. Appalachian Hydrogen Hub Gulf Coast Hydrogen Hub California Hydrogen Hub Pacific Northwest Hydrogen Hub Heartland Hydrogen Hub Midwest Hydrogen Hub DOE Hydrogen Hubs Award Recipients Mid-Atlantic Hydrogen Hub Major Ports Three major U.S. subsidy programs with potential to support thousands of fuel cell trucks by 2030 California (CARB) HVIP • Nearly $400M available today • Up to $288k subsidy per truck • Hyzon large fleet + Port focus today Inflation Reduction Act (IRA) ZE Port Equipment • $2.6 Bn to include drayage trucks • Coastal + inland ports eligible • Dec. 2024: Grant awards expected US DoE Hydrogen Hub Program • $7 Bn awarded to 7 hydrogen hubs • Hyzon supported several awardees • FC Trucks + Infrastructure in several

Hyzon’s Expanding IP Portfolio Foundational to 200kW Single Stack Fuel Cell System’s Economic Advantages 1. Includes patents awarded and patents pending. 2. 200 vs. 120kW at 120kW; Estimated based on early 200 kW truck testing at test track in similar simulated routes on flat road vs. similar use case performance with single 120 kW FCS. Standard industry approach combines two ~110kW fuel cell systems to reach 200kW power output Hyzon’s single stack 200 kW FCS shows significant benefits vs. traditional approach of two ~110 kW fuel cells -30% Lower volume +20% Improved miles per kg H2 vs. 120 kW FC truck2 -25% Lower total FCS cost in truck BOM (200 kW vs. 2x~110 kW) -30% Less total FCS weight vs. 2 systems 6 Hyzon has applied for 80 patents since 2021, with 10 granted 158 total patents1 Patented areas include MEA, bipolar plates, unit cell, FC stack, hydrogen storage and fuel cell system

7 Bolingbrook, IL facility on track for 2024 Start of Production (SoP) Membrane Electrode Assembly (MEA) production line commissioned and in production 200kW fuel cell system SoP <$5M capex remaining and projected 700+ FCS initial annual capacity1 Capital-Efficient, U.S. Fuel Cell Manufacturing 1. Assumes three shifts.

Cash Positive Contribution Margin at Truck Level In 2023 8 Drivers of Hyzon’s positive cash margin Class 8 large fleet fuel cell trucks in the U.S. Illustrative breakdown of expected U.S. Class 8 large fleet 200kW FC truck economics at low volume Base vehicle cost carried by large fleet customer in U.S. (working capital reduction) Low-Cost, asset-light 3rd party assembly less than 10% of direct truck-level cost structure Single 200kW fuel cell system w/ in-house US-based manufacturing Cost-efficient powertrain design (e.g., 350 bar tanks vs. 700 bar tanks) 1 2 3 4Class 8 200kW FC Truck Cash Contribution Margin Direct Production Costs Fuel Cell Cab/Chassis Third Party Truck Assembly Fee Powertrain/Aux/Other Direct Production Cost Breakdown Estimates

9 Significant Global Market Opportunity in HD Trucking Alone, with Multiple Layers of Upside Optionality 1. Statista HD Truck Projections (2019). 2030 and 2050 TAM based on extrapolation of 2019 – 2026 CAGR of 2.57%. 2. Mordor Intelligence MD and HD Commercial Vehicles Market Research Report (2022). 2030 and 2050 TAM based on extrapolation of 2018 – 2028 CAGR of 8%. 3. Heavy Duty Mobility Applications consists of Locomotive, Agricultural Machinery, Construction Machinery, ATV markets. 4. Airport: The Business Research Company Commercial Aircraft Market Research Report (2023). 2030 and 2050 TAM based on extrapolation of 2023 – 2027 CAGR of 7.9%. Port: Skyquest Tech Consulting Marine Vessel Market Research Report (2022). 2030 and 2050 TAM based on extrapolation of 2022 – 2028 CAGR of 1.61%. 5. Markets and Markets Hybrid Power Solutions Market Research Report (2015). 2030 and 2050 TAM based on extrapolation of 2016 – 2021 CAGR of 8.13%.` Scale = $100Bn Hydrogen Fuel Supply (via partner project investment rights) Core Focus Today: Heavy Duty Trucking1 3 core platforms in 3 core regions (US, EU and ANZ) Medium Duty2 Remote & Off-Grid Power5 Airport/Port & Other Ecosystems4 Rail/Off-road and other HD3 Option Value End-Markets & Example Entry FC Applications Class 6 Regional Delivery; Vocational Trucks Construction & Mining Equipment w/ 200kW FCS Ground Support Equipment (e.g. aircraft tug) 500kW to 1 MW+ power

Truck Commercial Agreements Expanding Global commercial progress summary and example commercial agreements in place Commercial Updates U.S. Commercial Agreements EU Commercial Agreements ANZ Commercial Agreements • Continued to expand North American trial program with 10 customer trials year-to- date • Revised commercial agreement with TR Group for up to 20 200kW vehicles • Fourteen vehicles deployed under commercial agreements year-to-date • Raising low end of 2023 vehicle deployment guidance to 15-20 units from 10-20 units Note: Company logos are trademarked images of the respective firms.

2023-2024 Milestone Execution Is On Track 11 Priority milestones to achieve in 2023-2024 Category Timing Priority Milestones (Subset) Status 2H 2022 Restructure Hyzon Europe & China Ops ü 2H 2022 Rigid Platform ISO Certification & Launch ü 1H 2023 Europe Cabover Gen 1 4x2 Customer Launch with Anchor Customers ü 1H 2023 First 9 200kW B-sample fuel cell systems produced and tested ü 1H 2023 First U.S. customer order contracted ü 1H 2023 First 200kW FCEV truck in testing ü 2H 2023 Deliver first commercial Class 8 Hyzon FCEV to U.S. customer ü 2H 2023 200kW fuel cell C-sample declaration 2H 2023 25 200kW fuel cell prototypes produced / validated 1H 2024 200kW FCEV Truck Commercial Launch 2H 2024 200kW production facility SOP declared Organization Fuel cell Vehicle

12 Q3 2023 – Continued Execution and Financial Discipline Key Financial Highlights Financial Summary and Guidance • 2H23 and 2024 cash burn guidance unchanged • Lowest quarterly cash burn over the last eight quarters, including third consecutive quarter of declining cash burn, with continued impact from: o Financial discipline and prioritization o Reducing legal, consulting and accounting fees o Managing headcount • Monthly cash burn in October 2023 fell below $10 million • Loss per share improved to $(0.18) in Q3 2023 from $(0.25) in Q2 2023 Q3 2023 Financial Highlights In $MM, except per share amounts Loss from Operations $(40.1) Net Loss Attributable to Hyzon $(44.1) Loss Per Share (Basic & Diluted) $(0.18) Cash & Equivalents + ST Investments (9/30/23) $137.8 Cash & Equivalents + ST Investments (10/31/23)1 $129 Guidance Unchanged In $MM 2H 2023 Cash Burn2 Guidance $65-$73 FY2024 Cash Burn3 Guidance $110-$120 1. Approximately as of October 31, 2023. 2. Includes impact of first payment of the SEC settlement. 3. Includes impact of second payment of the SEC settlement.

2H 2023 & 2024 Guidance Unchanged 13 1. R&D expense is subject to availability and price volatility of hydrogen. 2. Includes $8.5 million payment as part of SEC settlement, which will be paid within 30 days of court approval. Court approval pending. 3. Includes $8.5 million second SEC payment. 2H 2023 Guidance FY 2023 Guidance in $ thousands Low High Low High SG&A 50,000 54,000 130,000 134,000 R&D1 23,000 27,000 45,000 49,000 Total 73,000 81,000 175,000 183,000 Cash Burn (65,000)2 (73,000)2 (148,000)2 (156,000)2 01 02 03 2H 2023 and FY 2024 Guidance Timing of $8.5 million first payment for SEC settlement will depend on pending court approval If first payment is made in 2024, 2H 2023 Cash burn could come below guidance, but it would impact 2024 cash burn Monthly cash burn in October fell below $10 million 2024 Cash Burn Guidance Unchanged at $110 - $1203 million 04

Q3 2023 GAAP Financial Summary 14 (in thousands, except per share and headcount amounts) Q4 2022 Q1 2023 Q2 2023 Q3 2023 Revenue 787 - - - Cost of revenue 13,094 838 2,410 3,286 Research and development 12,472 9,340 12,597 10,857 Selling, general, and administrative 38,153 30,857 49,098 21,044 Restructuring and asset impairment - - - 4,885 Loss from operations (62,932) (41,035) (64,105) (40,072) Net loss attributable to Hyzon (42,867) (30,248) (60,248) (44,054) EPS (Basic) (0.17) (0.12) (0.25) (0.18) EPS (Diluted) (0.17) (0.12) (0.25) (0.18) Unrestricted cash, cash equivalents, and short- term investments 255,329 209,015 172,415 137,807 Cash burn (54,921) (46,314) (36,600) (34,608) Total headcount (rounded) 330 330 380 370 Weighted average common shares Basic 248,040 244,541 244,628 244,885 Diluted 248,040 244,541 244,628 244,885 Three consecutive quarters of declining cash burn

Q3 2023 EBITDA and Adjusted EBITDA 15 The following table reconciles net income (loss) to EBITDA and adjusted EBITDA (In thousands) Q4 2022 Q1 2023 Q2 2023 Q3 2023 Net income (loss) $(48,833) $(30,258) $(60,255) $(44,055) Interest income, net (107) (135) (304) (419) Depreciation and amortization 1,259 1,082 1,111 967 EBITDA $(47,681) $(29,311) $(59,448) $(43,507) Adjusted for: Change in fair value of private placement warrant liability (721) (641) (160) 240 Change in fair value of earnout liability (5,463) (6,420) (916) 1,307 Stock-based compensation 1,217 1,359 1,628 2,156 Executive transition charges 85 - - - Regulatory and legal matters 16,454 7,742 25,894 2,576 Acquisition-related expenses (40) - - - Restructuring and asset impairment - - - 4,885 Adjusted EBITDA $(36,149) $(27,271) $(33,002) $(32,342)

Cover	Nov. 14, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 14, 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