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): December 5, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 5, 2023, Hyzon Motors Inc. (“Hyzon” or the “Company”) announced the appointment of Dr. Christian Mohrdieck, age 66, as Chief Technology Officer, effective January 1, 2024. Shinichi Hirano, who has served as Chief Technology Officer since September 2021, will serve as advisor to Dr. Mohrdieck effective as of January 1, 2024. Mr. Hirano will then retire from the Company, effective as of January 31, 2024.

From 2021 to 2023, Dr. Mohrdieck served as Chief Commercial Officer for cellcentric GmbH & Co. KG (“cellcentric”), a fuel cell company that was formerly known as Daimler Truck Fuel Cell GmbH & Co. KG. As Chief Commercial Officer for cellcentric, he led fuel cell research and design, as well as production and sales. Prior to this role, from 2012 to 2021, Dr. Mohrdieck served as CEO and Director of Fuel Cell of Mercedes-Benz Fuel Cell GmbH, and Managing Director of Daimler Truck Fuel Cell GmbH & Co. KG, both of which are in the fuel cell business. In those roles, Dr. Mohrdieck supported, developed and led Daimler’s fuel cell program, forming the foundation of cellcentric. Before this, Dr. Mohrdieck held various research and management positions of increasing responsibility for over two decades working within the Daimler AG family of companies. He holds a Ph.D. in Solid State Physics from the Institute for Theoretical Physics of Kiel University, Germany, where he also earned a Bachelor of Science degree.

None of Dr. Mohrdieck’s prior employers are a parent, subsidiary, or other affiliate of the Company. Dr. Mohrdieck does not have a direct or indirect material interest in any transaction with the Company that requires disclosure pursuant to Item 404(a) of Regulation S-K, and there is no arrangement or understanding between Dr. Mohrdieck and any other person pursuant to which Dr. Mohrdieck was selected to serve as Hyzon’s Chief Technology Officer. Dr. Mohrdieck is not related to any member of the board of directors of Hyzon or any executive officer of the Company.

In connection with his appointment as Chief Technology Officer, the Company’s wholly owned subsidiary, Hyzon Motors Innovation GmbH, entered into an employment agreement with Dr. Mohrdieck (the “Agreement”), under which he will also serve as interim Managing Director of Hyzon Motors Europe. The Agreement provides for a base salary of €400,000 (approximately $435,000 in USD), a guaranteed bonus of a minimum of €280,000 (approximately $305,000 in USD) in respect of Dr. Mohrdieck’s first full calendar year of employment (to be reduced pro rata if Dr. Mohrdieck’s employment terminates before the end of the calendar year), and a one-time grant of 150,000 restricted stock units (“RSUs”), subject to the approval of this grant by the Company’s Compensation Committee, which will be granted under the Company’s 2021 Equity Incentive Plan (the “Plan”) and vest on the 12 month anniversary of the date of grant. Subject to the approval of the Company’s Compensation Committee, Dr. Mohrdieck will also receive a grant of 1,250,000 RSUs under the Company’s Plan that will vest equally over the course of four years with the grant date being Dr. Mohrdieck’s first date of employment. Both RSU awards shall be subject to the terms and conditions of the Plan and any RSU grant award document. Subject to availability and the laws of the Federal Republic of Germany, Dr. Mohrdieck will be entitled to participate in Hyzon Motors Innovation GmbH’s employee health/welfare and retirement benefit plans and programs. Subject to any limitation of German law, upon a termination of Dr. Mohrdieck’s employment without Cause or for Good Reason (each as defined in Appendix A of the Agreement and such termination, a “Qualifying Termination”), Dr. Mohrdieck will receive: (i) a lump sum payment equal to 18 months of Dr. Mohrdieck’s base salary (if such Qualifying Termination occurs within the 3 month period prior to or 12 month period following a change in control, a “Qualifying CIC Termination”) or 12 months of Dr. Mohrdieck’s base salary (if such Qualifying Termination is not a Qualifying CIC Termination), (ii) continued medical benefits for up to 18 months (if such Qualifying Termination is a Qualifying CIC Termination) or 12 months (if such Qualifying Termination is not a Qualifying CIC Termination) and (iii) (A) full acceleration of unvested equity-based awards (if such Qualifying Termination is a Qualifying CIC Termination) or (B) an additional 12 months of accelerated vesting of unvested equity-based awards (if such Qualifying Termination is not a Qualifying CIC Termination).

The foregoing description of the terms of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, which the Company intends to file as an exhibit with its Annual Report for the year ending December 31, 2023.

Item 7.01. Regulation FD Disclosure.

On December 5, 2023, the Company furnished a press release regarding the appointment of Dr. Christian Mohrdieck as Chief Technology Officer, as described above in Item 5.02 of this Current Report on Form 8-K. The press release is attached hereto as Exhibit 99.1 and incorporated in 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, as amended (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, as amended, 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 December 5, 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: December 5, 2023	By:	/s/ Parker Meeks
	Name:	Parker Meeks
	Title:	Chief Executive Officer

Exhibit 99.1




News release									December 5, 2023

HYZON ANNOUNCES DR. CHRISTIAN MOHRDIECK AS

CHIEF TECHNOLOGY OFFICER

Former cellcentric/Daimler Executive Brings Extensive C-Suite Leadership Experience in Fuel Cell Technology Development and Commercialization

Appointment Comes in Run-Up to Hyzon’s U.S.-Manufactured 200kW Fuel Cell System Start of Production

ROCHESTER, N.Y., – December 5, 2023 – Hyzon Motors Inc. (NASDAQ: HYZN) (Hyzon or the company), a high-power hydrogen fuel cell technology developer and global supplier of zero-emission heavy-duty fuel cell electric vehicles (FCEVs), today announced the appointment of Dr. Christian Mohrdieck as Chief Technology Officer (CTO) and the retirement of current CTO Shinichi Hirano.

Effective January 1, 2024, Mohrdieck will assume responsibility for Hyzon’s fuel cell technology development and commercialization, specifically focusing on the Start of Production (SOP) milestone for the company’s single stack 200kW Fuel Cell System (FCS), scaling up the Bolingbrook, Illinois, fuel cell manufacturing facility, as well as advancing Hyzon’s Intellectual Property (IP) portfolio and FCS research and development. Mohrdieck will also serve as interim Managing Director for Hyzon Motors Europe.

Mohrdieck joins Hyzon with extensive C-Suite experience, most recently serving as Chief Commercial Officer (CCO) of cellcentric GmbH & Co. KG, a joint venture between Daimler Truck AG and the Volvo Group AB. Prior to his role at cellcentric, Mohrdieck was Chief Executive Officer (CEO) of Mercedes-Benz Fuel Cell GmbH since 2015, before it merged into Daimler Truck Fuel Cell GmbH & Co. KG and then cellcentric.

“Christian is a globally respected leader in the fuel cell industry, and we are excited to welcome him as CTO at this exciting moment in Hyzon’s fuel cell technology development,” said Hyzon’s CEO Parker Meeks. “Christian’s combination of deep fuel cell technology development and commercialization know-how and experience will both accelerate our leading, U.S.-made 200kW fuel cell system and further bolster our strong team in extending Hyzon’s technology leadership in R&D and core IP generation for future product development.”

Mohrdieck’s career has centered around fuel cell technology development and been instrumental in forming today’s hydrogen fuel cell landscape. Beginning as a research scientist at Daimler AG in 1989, Mohrdieck progressed in Daimler’s research and technology strategy before working on fuel cell technology as a Senior Manager at DaimlerChrysler in Michigan. Subsequently, he spent spending 11 years as a Director of Fuel Cells from 2004-2015 in Stuttgart, Germany. During more than three decades at Daimler AG and DaimlerChrysler, Mohrdieck supported, developed, and led the companies’ fuel cell program, forming the foundation of cellcentric.

Commenting on the new position, Mohrdieck said he admires Hyzon’s innovative hydrogen fuel cell technology and its potential to decarbonize mobility. “I have dedicated my career to advancing fuel cell technology, with the goal of achieving the decarbonization necessary to protect our climate. I look forward to bringing the only U.S.-made single stack 200kW fuel cell technology to Start of Production, and to drive future fuel cell developments with its expert team,” Mohrdieck added.



Accelerating the
Energy Transition						hyzonmotors.com

Mohrdieck studied physics at Kiel University in Germany and Grenoble University in France, receiving both his Diploma in Physics and his PhD in Theoretical Physics from the school in Germany. He is an Honorary professor at the University of Ulm and also teaches at the Technical University of Vienna.

Mohrdieck succeeds Shinichi Hirano who has served as Hyzon’s CTO since September 2021. Hirano will transition to advisor to the CTO effective January 1, 2024, before retiring from Hyzon effective January 31, 2024. “On behalf of Hyzon, our Board and management team, I thank Shinichi for his contributions leading our technology function,” said CEO Meeks. “He has helped us reach the strong technology foundation we have today, and his impact will be felt into the future.”

# # #

About Hyzon

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 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.

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 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 Annual Report on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 31, 2023, its Form 10-Q for the quarter ended September 30, 2023 filed on November 14, 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 assurance that Hyzon will achieve its expectations.

For media inquiries:

Hyzon@Kivvit.com

For investors:

ir@hyzonmotors.com



Accelerating the
Energy Transition						hyzonmotors.com

Cover	Dec. 05, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 05, 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