Item 1.02 Termination of a Material Definitive Agreement.
On May 5, 2022, Hyzon Motors Inc. (the "Company") entered into a Stock Purchase
Agreement with Holthausen Clean Technology Investments B.V. ("Holthausen") and
certain other sellers whereby the Company agreed to acquire 735,000 shares of
stock that Holthausen holds in Hyzon Motors Europe B.V., a joint venture
operated by the Company and Holthausen, for €27 million. These shares
represented approximately 25% of the issued and outstanding stock of Hyzon
Motors Europe B.V. As a result of the transaction, the Company would own 75% of
the issued and outstanding shares of Hyzon Motors Europe B.V., and Holthausen
would own 25%. As part of this transaction, Holthausen would also transfer to
the Company all of the shares held in its subsidiary, Holthausen Clean
The transaction was expected to close during July 2022. The Company and
Holthausen have been unable to finalize the terms of the Holthausen transaction,
and the transaction is not expected to close on the terms originally agreed. The
Company and Holthausen are currently working to renegotiate the transaction.
However, as of the date of this filing, the Company does not know when, if at
all, it may reach agreement with Holthausen on a revised purchase agreement.
Item 2.02 Results of Operations and Financial Condition.
In connection with the preparation of the Company's financial results for the
period ended June 30, 2022, the Company's Board of Directors appointed a
committee of independent board members to investigate, with the assistance of
independent outside counsel and other advisors, certain issues regarding revenue
recognition timing and internal controls and procedures, primarily pertaining to
its China operations, that were brought to the attention of the Board by Company
management. The revenue recognition timing issues being investigated include the
recognition of revenue for the year ended December 31, 2021. Due to the ongoing
investigation, the Company will be unable to file its Form 10-Q for the quarter
ended June 30, 2022 by August 15, 2022, the due date for filing, and does not
have an anticipated filing date at this time. The Company will file a
Notification of Late Filing on Form 12b-25 (the "Notification") on or before
August 16, 2022.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information contained in the above Item 2.02 of this Current Report on Form
8-K in relation to the delay in the filing of the Form 10-Q is hereby
incorporated by reference. After the filing deadline for its Form 10-Q passes on
August 15, 2022, the Company will not be in compliance with the timely filing
requirement for continued listing under Nasdaq Listing Rule 5250(c)(1). The
delay in filing 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.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
The Audit Committee of the Board of Directors of the Company, based on the
recommendation of management, determined that the Company's Annual Report on
Form 10-K for the year ended December 31, 2021 and Quarterly Report on Form 10-Q
for the period ended March 31, 2022 (the "Non-Reliance Periods") should no
longer be relied upon as a result of the information contained in the above Item
2.02 of this Current Report on Form 8-K.
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 8.01 Other Events.
The Company has identified operational inefficiencies at Hyzon Motors Europe
B.V., the Company's European joint venture with Holthausen, which will have a
material adverse effect on the Company's ability to produce and sell vehicles.
As a result, the Company has determined to restructure its European operations.
The Company's Board of Directors has retained a third party consulting firm to
assist the Board and management with reassessing the Company's global strategies
The Company has determined to withdraw all financial and operational guidance it
has previously issued for all periods, including for the year ended December 31,
2022 and subsequent years.
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