hyzn-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

______________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

______________________

Hyzon Motors Inc.

(Exact name of registrant as specified in its charter)

______________________


Delaware	001-39632	82-2726724
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


599 South Schmidt Road Bolingbrook, IL			60440
(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)

______________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share

HYZN

NASDAQ Capital Market

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

HYZNW

NASDAQ Capital Market

______________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of August 2, 2024, there were approximately 271,550,918 shares of the registrant’s common stock outstanding, par value $0.0001 per share, outstanding.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains 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 (the “Exchange Act”). These statements include, without limitation, statements regarding the financial position, business strategy, and plans and objectives of management for future operations, and any statements that refer to characterizations of future events or circumstances, including any underlying assumptions. These statements constitute projections, forecasts, and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this report, the words “could,” “should,” “will,” “may,” “anticipate,” “believe,” “expect,” “estimate,” “intend,” “plan,” “project,” “seeks,” as well as 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. Such 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.

Forward-looking statements are subject to a number of risks and uncertainties including, but not limited to, those described below and under the section entitled “Risk Factors” in our Annual Report filed on Form 10-K for the year ended December 31, 2023, and in subsequent reports that we file with the SEC, including this Form 10-Q for the quarter ended June 30, 2024:

•our ability to continue as a going concern;

•our ability to raise capital in the future;

•the possibility that we may need to seek bankruptcy protection;

•our ability to maintain our listing on The Nasdaq Capital Market;

•our ability to successfully execute on our strategic alternatives and avoid filing for bankruptcy;

•our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

•developments and projections relating to our competition and industry;

•our ability to execute our business model, including market acceptance of our planned products and services;

•our ability to execute our corporate restructuring and manage the associated headcount reduction;

•our ability to maintain or extend our technological innovation in hydrogen fuel cells, proton exchange membranes and membrane exchange assemblies;

•our business, expansion plans and opportunities;

•our ability to profitably expand into new markets;

•our ability to realize our projected timelines for the development of our business;

•our ability to retain or recruit, or changes required in, our officers, key employees or directors;

•our ability to protect, defend, or enforce intellectual property on which we depend;

•our ability to implement our business plans and strategies;

•our ability to procure and/or supply hydrogen at competitive prices;

•our ability to obtain customers, obtain product orders, and convert our non-binding pre-orders into binding orders or sales; and

•our ability to address other factors detailed in this report in the section entitled “Risk Factors”.

We have based these forward-looking statements on our current expectations, assumptions, beliefs, estimates, projections, intentions and strategies regarding future events and on currently available information as to the outcome and timing of future events. While we believe these expectations, assumptions, beliefs, estimates, projections, intentions and strategies are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. Actual results and timing of certain events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the section entitled “Risk Factors” in this report. You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements, which speak only as of the date of this report. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this report, except as may be required under applicable securities laws.

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Hyzon Motors, Inc.

Quarterly Report on Form 10-Q

Table of Contents


		Page No.
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	25

PART II – OTHER INFORMATION		26

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities , Use of Proceeds, and Issuer Purchases of Equity Securities	27

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

SIGNATURES		29

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

HYZON MOTORS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(unaudited)


	June 30, 2024		December 31, 2023
ASSETS
Current assets
Cash and cash equivalents	$	34,720	$	112,280
Short-term investments	20,418		—
Accounts receivable	720		498
Unbilled receivable	93		1,599

Inventory	7,786		28,811
Prepaid expenses and other current assets	3,644		9,335
Total current assets	67,381		152,523
Property, plant, and equipment, net	15,150		18,569
Right-of-use assets	3,762		4,741
Equity method investments	8,315		8,382
Investments in equity securities	763		763
Other assets	6,142		6,157
Total Assets	$	101,513	$	191,135
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	2,969	$	1,479
Accrued liabilities	23,948		30,116
Related party payables	588		265
Contract liabilities	4,777		8,872
Current portion of lease liabilities	1,570		1,821
Total current liabilities	33,852		42,553
Long term liabilities
Lease liabilities	4,859		5,733
Private placement warrant liability	160		160
Earnout liability	1,321		1,725

Accrued SEC settlement	8,174		8,000
Other liabilities	1,318		2,964
Total Liabilities	$	49,684	$	61,135
Commitments and contingencies (Note 14)
Stockholders’ Equity
Common stock, $0.0001 par value; 400,000,000 shares authorized, 248,554,855 and 245,081,497 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.	25		25
Treasury stock, at cost; 3,769,592 shares as of June 30, 2024 and December 31, 2023, respectively.	(6,446)		(6,446)
Additional paid-in capital	387,010		380,261
Accumulated deficit	(327,655)		(242,640)
Accumulated other comprehensive loss	(358)		(514)
Total Hyzon Motors Inc. stockholders’ equity	52,576		130,686
Noncontrolling interest	(747)		(686)
Total Stockholders’ Equity	51,829		130,000
Total Liabilities and Stockholders’ Equity	$	101,513	$	191,135

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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HYZON MOTORS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except per share amounts)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue	$	313	$	—	$	10,296	$	—
Operating expense:
Cost of revenue	18,415		2,410		26,231		3,248
Research and development	9,817		12,597		20,646		21,937
Selling, general, and administrative	25,516		49,098		47,044		79,955
Restructuring and related charges	2,663		—		3,164		—
Total operating expenses	56,411		64,105		97,085		105,140
Loss from operations	(56,098)		(64,105)		(86,789)		(105,140)
Other income (expense):
Change in fair value of private placement warrant liability	481		160		—		801
Change in fair value of earnout liability	4,231		916		404		7,336

Foreign currency exchange gain (loss) and other expense, net	(156)		280		(683)		1,430
Investment income and interest income, net	752		2,494		1,976		5,060
Total other income (expense)	5,308		3,850		1,697		14,627
Loss before income taxes	$	(50,790)	$	(60,255)	$	(85,092)	$	(90,513)
Income tax expense	—		—		—		—
Net loss	$	(50,790)	$	(60,255)	$	(85,092)	(90,513)
Less: Net loss attributable to noncontrolling interest	—		(7)		(77)		(17)
Net loss attributable to Hyzon	$	(50,790)	$	(60,248)	$	(85,015)	$	(90,496)

Comprehensive loss:
Net loss	$	(50,790)	$	(60,255)	$	(85,092)	$	(90,513)
Foreign currency translation adjustment	(313)		(931)		172		(1,735)
Net change in unrealized gain (loss) on short-term investments	—		(691)		—		(988)
Comprehensive loss	$	(51,103)	$	(61,877)	$	(84,920)	$	(93,236)
Less: Comprehensive income (loss) attributable to noncontrolling interest	4		22		(61)		5
Comprehensive loss attributable to Hyzon	$	(51,107)	$	(61,899)	$	(84,859)	$	(93,241)
Net loss per share attributable to Hyzon:
Basic	$	(0.21)	$	(0.25)	$	(0.34)	$	(0.37)
Diluted	$	(0.21)	$	(0.25)	$	(0.34)	$	(0.37)
Weighted average common shares outstanding:
Basic	246,788		244,628		247,293		244,585
Diluted	246,788

SEC Form 10-Q filed by Hyzon Motors Inc.