Document

424B3 1 a424b301_07x2025.htm 424B3 Document

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-258340

PROSPECTUS SUPPLEMENT NO. 85

(to prospectus dated August 10, 2021)

Up to 386,015 Shares of Class A Common Stock Issuable Upon the Exercise of Warrants Up to 1,545,448 Shares of Class A Common Stock Up to 160,290 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 our Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on January 7, 2025 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the issuance by us of up to an aggregate of 386,015 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), which consists of (i) up to 160,290 shares of Class A Common Stock that are issuable upon the exercise of 160,290 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 225,725 shares of Class A Common Stock that are issuable upon the exercise of 225,725 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 1,545,448 shares of Class A Common Stock (including up to 105,879 shares of Class A Common Stock issuable upon the satisfaction of certain triggering events (as described in the Prospectus) and up to 6,520 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 160,290 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 Capital Market under the symbols “HYZN” and “HYZNW,” respectively. On January 7, 2025 the closing price of our Class A Common Stock was $1.16 and the closing price for our public warrants was $0.01.

Except as otherwise indicated, all information in this prospectus supplement gives effect to a 1-for-50 reverse stock split of our Class A Common Stock, which became effective as of September 11, 2024.

Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 7 of the Prospectus, as well as those risk factors contained in any amendments or supplements to the Prospectus and the documents included or incorporated by reference herein or therein.

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 January 7, 2025.

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): January 4, 2025

___________________________________

Hyzon Motors Inc.

(Exact name of registrant as specified in its charter)

___________________________________


Delaware	001-39632	82-2726724
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
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)

___________________________________

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 $575.00 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 8.01 Other Events

On January 4, 2025, the Compensation Committee (“Committee”) of the Board of Directors (“Board”) of Hyzon Motors Inc. (“Company”), following consultation with the Board’s compensation and legal advisors, approved retention incentives (interchangeably, each a “Retention Incentive” or “Incentive”) for certain of the Company’s executive officers and other key employees (each, a “Participant”). In connection with the Retention Incentive, the Company entered into a Retention Incentive Agreement with certain of its key employees and executive officers, including each of John Zavoli, General Counsel and Chief Legal Officer; John Waldron, Senior Vice President, Finance and Chief Accounting Officer; and Dr. Christian Mohrdieck, Chief Technology Officer, dated as of January 1, 2025, January 3, 2025, and December 23, 2024, respectively (each, a "Retention Incentive Agreement" and collectively, the "Retention Incentive Agreements"). The Retention Incentives are designed to enable the Company to retain and motivate the Participants through the Company’s anticipated restructuring efforts following the Company’s planned special shareholder meeting, scheduled for February 13, 2025, at which the Company is seeking shareholder approval of (i) the transfer of all or substantially all of the Company's assets through an assignment for the benefit of creditors and (ii) the liquidation and dissolution of the Company as described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on December 30, 2024.

The amount of the Retention Incentive is equal to two months’ salary based on each Participant’s annual base salary, with 25% payable upon the first payroll date immediately following the effective date of the agreement, and the remaining 75% paid upon completion of the retention period. In exchange for the Retention Incentives, each Participant agreed to waive, discharge, and release the Company from certain claims that the Participant may have against the Company.

The aggregate amount of Retention Incentives paid or to be paid to certain of the Company’s executive officers is approximately $0.2 million as set forth in the following table:

Name

Title

Retention Incentive

John Zavoli

General Counsel & Chief Legal Officer

$60,000

John Waldron

Senior Vice President, Finance & Chief Accounting Officer

$58,333

Dr. Christian Mohrdieck

Chief Technology Officer

$69,343 (€66,667) (*)

(*) Dr. Mohrdieck is employed by the Company’s subsidiary, Hyzon Motors GmbH, and is compensated in Euros. U.S. dollar denominated Retention Incentive amount converted from Euros.

The above summary of the Retention Incentives and the Retention Incentive Agreements is qualified in its entirety by reference to the complete terms and conditions as set forth in the Retention Incentive Agreements of Mr. Zavoli, Mr. Waldron, and Dr. Mohrdieck, which are attached hereto and filed herewith as Exhibit 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and incorporated by reference into this Item 8.01.

Forward-Looking Statements.

This Current Report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that do not describe historical facts, including, but not limited to, statements relating to the expected net proceeds of the Offering, the anticipated use of proceeds of the Offering, and the timing of the closing of the Offering, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. You are cautioned that such statements are not guarantees of future performance and that the Company’s actual results may differ materially from those set forth in the forward-looking statements. All of these forward-looking statements are subject to risks and uncertainties that may change at any time. Factors that could cause the Company’s actual expectations to differ materially from these forward-looking statements include the Company’s ability improve its capital structure; Hyzon’s liquidity needs to operate its business and execute its strategy, and related use of cash; its ability to raise capital through equity issuances, asset sales or the incurrence of debt; the possibility that Hyzon may need to seek bankruptcy protection; Hyzon’s ability to fully execute actions and steps that would be probable of mitigating the existence of substantial doubt regarding its ability to continue as a going concern; our ability to enter into any desired strategic alternative on a timely basis, on acceptable terms; our ability to maintain the listing of our Common Stock on the Nasdaq Capital Market; retail and credit market conditions; higher cost of capital and borrowing costs; impairments; changes in general economic conditions; and the other factors under the heading “Risk Factors” set forth in the Company’s Annual Report on Form 10-K, as supplemented by the Company’s quarterly reports on Form 10-Q and current reports on Form 8-K. Such filings are available on our website or at www.sec.gov. You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise forward-looking statements to reflect subsequent developments, events, or circumstances, except as may be required under applicable securities laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
10.1*						Retention Incentive Agreements, dated January 1, 2025, by and between the Company and John Zavoli
10.2						Retention Incentive Agreement, dated January 3, 2025, by and between the Company and John Waldron
10.3						Retention Incentive Agreement, dated December 23, 2024, by and between the Company and Dr. Christian Mohrdieck
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

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: January 7, 2025	By:	/s/ Parker Meeks
	Name:	Parker Meeks
	Title:	Chief Executive Officer

SEC Form 424B3 filed by Hyzon Motors Inc.