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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): February 18, 2025
___________________________________
Hyzon Motors Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware001-3963282-2726724
(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 shareHYZN
NASDAQ Capital Market
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $575.00 per shareHYZNW
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 3.01    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

As previously reported, on January 23, 2025, Hyzon Motors Inc. (the “Company”) received a determination letter (the “Delisting Notification”) from The Nasdaq Stock Market (“Nasdaq”) stating that the Nasdaq staff (“Staff”) determined, in accordance with Listing Rules 5101 and 5110(b) and Nasdaq Listing Rule IM 5101-1, that the Company’s securities, including its Class A common stock, par value $0.0001 per share (“Common Stock”), and public warrants with each whole warrant exercisable for one share of Common Stock at an exercise price of $575.00 per share (the “Warrants”), will be delisted from Nasdaq. The Delisting Notification indicated that the Staff’s determination was based on, among other items, the Company’s previously announced Plan of Dissolution to which the Company is asking its stockholders to approve at a Special Meeting of Stockholders, which such meeting was adjourned to February 27, 2025, and associated public interest concerns raised by such request. Also as previously reported, per the Delisting Notification, the Company’s securities were suspended at the opening of business on January 30, 2025.

On February 18, 2025, the Board of Directors of the Company determined to initiate the delisting of the Company’s Common Stock and Warrants from Nasdaq and the deregistration of the Common Stock and Warrants under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company provided notice to Nasdaq that it intends to file a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) on or about March 4, 2025 to effect the delisting of the Common Stock and Warrants from Nasdaq and to deregister the Common Stock and Warrants under Section 12(b) of the Exchange Act. The removal of the Common Stock and Warrants from Nasdaq will be effective 10 days after the filing of the Form 25. Following the removal of the Company’s Common Stock and Warrants from Nasdaq, the Company intends to file a Form 15 with the SEC to deregister the Common Stock and Warrants under Sections 12(g) and 15(d) of the Exchange Act. Upon the filing of the Form 15, the Company’s duty to file any reports required under Section 13(a) of the Exchange Act will immediately be suspended, including the obligations to file all periodic reports.

Following the delisting and deregistration of the Common Stock and Warrants, the Company expects that the Common Stock will be traded on a market operated by the OTC Markets Group Inc. (the “OTC”). No assurances can be provided, however, that trading of the Common Stock on the OTC will occur.

Item 7.01    Regulation FD Disclosure

On February 20, 2025, the Company issued a press release regarding the delisting and deregistration of its Common Stock and Warrants. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 8.01    Other Events

On February 13, 2025, the Company opened and immediately adjourned its Special Meeting of Stockholders in order to allow the Company to solicit additional votes on its proposals to have stockholders approve an assignment for the benefit of creditors and a plan of dissolution. The Special Meeting of Stockholders was adjourned to 9:00 A.M. Eastern Time on February 27, 2025.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

Statements in this Current Report on Form 8-K about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute forward-looking statements. The words “expect,” “intend,” “continue,” “may,” “will” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements concerning the Company’s plans with respect to the delisting and deregistration of its Common Stock and Warrants and the trading of the Common Stock. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the risk that the delisting and deregistration process will take longer than expected; the impact of changing laws and regulations and those risks and uncertainties described in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and its subsequent filings with the SEC. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.


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: February 20, 2025
By:
/s/ John Zavoli
Name:
John Zavoli
Title:
General Counsel & Chief Legal Officer



Exhibit 99.1    
Hyzon Announces Delisting from Nasdaq and EXPECTED SEC Deregistration

BOLINGBROOK, Ill., February 20, 2025 – Hyzon Motors Inc. (“Hyzon” or the “Company”), a U.S.-based, high-performance, hydrogen fuel cell system manufacturer and technology developer focused on providing zero-emission power to decarbonize the most demanding industries, today announced that it has provided notification to The Nasdaq Stock Market, LLC (“Nasdaq”) of its intent to delist the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and its publicly-traded warrants with each whole warrant exercisable for one share of Common Stock at an exercise price of $575.00 per share (the “Warrants”), from the Nasdaq Capital Market. Hyzon expects to file a Form 25 (Notification of Removal from Listing) with the Securities and Exchange Commission (the “SEC”) and Nasdaq relating to the delisting of its Common Stock and Warrants on or about March 4, 2025. The removal of the Common Stock and Warrants from Nasdaq will be effective 10 days after the filing of the Form 25.

Following the delisting, the Company expects that the Common Stock will be traded on a market operated by the OTC Markets Group Inc. (the “OTC”). No assurances can be provided, however, that trading of the Common Stock on the OTC will occur.

In view of the Nasdaq’s delisting of the Company’s Common Stock and Warrants, the Company’s Board of Directors (“Board”) has undertaken a determination to deregister the Company with the SEC, having determined that both the delisting and deregistration are in the best interests of the Company and the holders of its Common Stock and Warrants.

The Board’s decision was based on careful review of numerous factors, including the potential for limiting the significant costs associated with preparing and filing periodic reports with the SEC and the legal, audit and other expenses associated with being a reporting company, as well as the substantial costs and demands on management’s time under the Sarbanes-Oxley Act of 2002, SEC rules and Nasdaq listing standards.

On January 23, 2025, the Company received a determination letter (the “Delisting Notification”) from Nasdaq stating that the Nasdaq staff (“Staff”) determined, in accordance with Listing Rules 5101 and 5110(b) and Nasdaq Listing Rule IM 5101-1, that the Common Stock and Warrants, will be delisted from Nasdaq. The Delisting Notification indicated that the Staff’s determination was based on, among other items, the Company’s previously announced Plan of Dissolution to which the Company is asking its stockholders to approve at a Special Meeting of Stockholders, which is to be reconvened after it was adjourned, to be held on February 27, 2025 at 9:00 A.M. Eastern Time and associated public interest concerns raised by such request. Per the Delisting Notification, the Company’s securities were suspended from trading on Nasdaq at the opening of business on January 30, 2025.

# # #

About Hyzon

Hyzon is a supplier of high-performance hydrogen fuel cell technology focused on providing zero-emission power to decarbonize demanding industries. Hyzon is focusing on deploying its fuel cell technology in heavy-duty commercial vehicles in Class 8 and refuse collection vehicles across North America, as well as new markets such as stationary power applications. To learn more about Hyzon, visit www.hyzonfuelcell.com.

Forward-Looking Statements

Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute forward-looking statements. The words “expect,” “intend,” “continue,” “potential,” “may,” “will” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements in this press release include, but are not limited to, statements concerning the Company’s plans with respect to the delisting and deregistration of its Common Stock and Warrants; the perceived benefits and timing of the delisting and deregistration; and the trading of the Common Stock. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the risk that the delisting and deregistration process will take longer than expected and that the benefits of such actions may not be realized; the impact of changing laws and regulations and those risks and uncertainties described in the Company’s filings with the SEC, including the
Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and its subsequent filings with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. Readers should not rely upon this information as current or accurate after its publication date.







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Cover
Feb. 18, 2025
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 18, 2025
Entity Registrant Name Hyzon Motors Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-39632
Entity Tax Identification Number 82-2726724
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60440
Entity Address, City or Town Bolingbrook
Entity Address, Address Line One 599 South Schmidt Road
Local Phone Number 484-9337
City Area Code 585
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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 $575.00 per share
Trading Symbol HYZNW
Security Exchange Name NASDAQ
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