HYZON MOTORS INC. : Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Non-Reliance on Previous Financials, Audits or Interim Review, Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 16, 2022, Hyzon Motors Inc. (the "Company") filed a Notification of Late Filing on Form 12b-25, indicating that the filing of its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022 (the "Form 10-Q") would be delayed.

The Company received a notice (the "Notice") on August 16, 2022, from the Nasdaq Listing Qualifications Department ("Nasdaq") indicating that the Company was not in compliance with the timely filing requirement for continued listing under Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic reports with the Securities and Exchange Commission.

The Notice will have no immediate effect on the listing or trading of the Company's common stock, although there can be no assurances that further delays in the filing of the Form 10-Q will not have an impact on the listing or trading of the Company's common stock. Nasdaq indicated that the Company must submit a plan within 60 calendar days from August 16, 2022, or no later than October 14, 2022, addressing how it intends to regain compliance with Nasdaq's listing rules. If Nasdaq accepts the Company's plan, it may grant the Company an extension of up to 180 calendar days from the Form 10-Q original filing due date, or until February 13, 2023, to regain compliance. The Company is working diligently to complete the Form 10-Q and intends to file as soon as practicable.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On August 4, 2022, the Audit Committee of the Board of Directors of the Company (the "Board"), based on the recommendation of management, determined that the Company's previously issued financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (including the consolidated balance sheet of Hyzon Motors Inc. and subsidiaries as of December 31, 2021, and the related consolidated statement of operations and comprehensive loss, consolidated statement of changes in stockholders' equity, and consolidated statement of cash flows for the year ended December 31, 2021) and the Company's previously issued financial statements included in the Company's Quarterly Report on Form 10-Q for the three month period ended March 31, 2022 (including the consolidated balance sheet of Hyzon Motors Inc. and subsidiaries as of March 31, 2022, and the related consolidated statement of operations and comprehensive loss, consolidated statement of changes in stockholders' equity, and consolidated statement of cash flows for the three month period ended March 31, 2022) (collectively, the "Non-Reliance Periods") should no longer be relied upon as a result of the information contained in Item 2.02 of the Current Report on Form 8-K that was filed on August 4, 2022. On August 17, 2022, the Audit Committee of the Board, based on the recommendation of management, determined that the Company's previously issued financial statements require restatement.

On August 17, 2022, the Company's independent registered public accounting firm, KPMG LLP, advised the Company that, in light of the Audit Committee's determination of a need for restatement, its audit report issued for the financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 should no longer be relied upon.

The Company intends to restate the consolidated financial statements relating to the Non-Reliance Periods, as soon as practicable, upon the conclusion of the investigation into revenue recognition timing, presentation, internal controls and procedures, primarily pertaining to its China operations. While the investigation is still ongoing, based on the facts and circumstances known to date, the Company currently anticipates that the primary impact of the restatement will be a deferral of a significant portion of the revenue and expense recognized by the Company's China operations for the quarter ended December 31, 2021, to a later period. The Company is also analyzing the associated timing and presentation of revenue recognized for the quarter ended December 31, 2021 and the quarter ended March 31, 2022.

Additionally, the Company determined that there has been an impairment of its investment in Global NRG H2 Limited, a New Zealand corporation, totaling the carrying value, which was approximately $2.5 million as of June 30, 2022. The Company is in the process of evaluating the appropriate timing of which period such impairment should be reflected.

Management previously reported a material weakness in the Company's internal control over financial reporting in its previously issued financial statements filed on Form 10-K for the year ended December 31, 2021 and on Form 10-Q for the three month period ended March 31, 2022. The existing material weakness related to the identification of limited resources and business processes necessary to ensure the appropriate segregation of duties and effective review procedures with respect to the processing and recording of financial transactions, as well as an appropriate level of control oversight over the financial statement reporting process. Management is assessing the effect of the control deficiencies associated with the matters underlying the revenue recognition issues and planned restatement, and anticipates identifying and reporting one or more material weaknesses as the investigation progresses and the restatement is finalized.

The Company's management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K with KPMG LLP, the Company's independent registered public accounting firm.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 17, 2022, the Company announced changes to its executive management team.

Effective immediately, the Board has appointed Parker Meeks as the President and Interim Chief Executive Officer of the Company, replacing Mr. Craig Knight, who is departing from both his role as Chief Executive Officer and as director of the Company. Mr. Meeks will assume full responsibility for day-to-day management of all business lines and functions and will report to the Board. The Board expects to initiate both an external and internal search for a permanent Chief Executive Officer shortly.

Mr. Meeks, age 41, has served as Chief Strategy Officer of the Company since June 2021. From November 2018 to January 2021, Mr. Meeks served as President, Infrastructure Sector for TRC Companies, a design and construction management business in transportation, renewable energy and water resources end markets. Prior to that, from February 2012 to October 2018, Mr. Meeks served as Partner of McKinsey & Company, a global management consulting services company that Mr. Meeks joined in July 2005. Mr. Meeks served as the Managing Partner of McKinsey & Company's Houston office from June 2013 to June 2016. Mr. Meeks holds an M.B.A. in Finance from William Marsh Rice University and a B.S. in Electrical Engineering from Columbia University.

Mr. Meeks 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 Mr. Meeks and any other person pursuant to which Mr. Meeks was selected to serve as Hyzon's Interim Chief Executive Officer. Mr. Meeks is not related to any member of the Board or any executive officer of the Company.

Additionally, effective immediately, George Gu is transitioning from his role as the Executive Chairman of the Company to the role of non-Executive Chairman of the Board. All of Mr. Gu's operational and management decision making authority will become the responsibility of the Interim Chief Executive Officer, Mr. Meeks. In his role as non-executive Chairman, Mr. Gu will remain available to provide strategic counsel to Mr. Meeks, specifically in connection with R&D initiatives.

Any changes to Mr. Meeks' compensation as a result of his appointment will be determined by the Board at a later date.

Item 7.01 Regulation FD Disclosure.

On August 17, 2022, the Company issued press releases announcing receipt of the Notice and changes to the executive management team. A copy of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01.

The information contained in this Item 7.01, including in Exhibit 99.1 and Exhibit 99.2 attached hereto, is "furnished" and not "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. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit Number                     Description
99.1                                 Press Release, dated August 17, 2022, issued by the Company.
99.2                                 Press Release, dated August 17, 2022, issued by the Company.
                                   Cover Page Interactive Data File (formatted as inline XBRL and
104                                contained in Exhibit 101)

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