HYZON Motors Inc entered into letter of intent to acquire Decarbonization Plus Acquisition Corporation (NasdaqCM:DCRB) from Luxor Capital Group, LP, Decarbonization Plus Acquisition Sponsor III LLC, Adage Capital Management, L.P. and others in a reverse merger transaction for $2 billion on January 8, 2021. HYZON Motors Inc entered into definitive agreement to acquire Decarbonization Plus Acquisition Corporation (NasdaqCM:DCRB) in a reverse merger transaction on February 8, 2021. This transaction reflects a $2.1 billion enterprise value for Hyzon with a strong balance sheet. Proforma ownership in the combined company includes 75% of existing HYZON Motors shareholders, 10% of Decarbonization Plus Acquisition and 15% PIPE investors. The transaction is anticipated to generate approximately $626 million in gross proceeds for Hyzon, including a $400 million PIPE investment in connection with the deal. DCRB will use its reasonable best efforts to cause the DCRB Class A Common Stock issued in connection with the transactions to be approved for listing on the NASDAQ Capital Market at Closing. During the period from the date hereof until the closing, DCRB shall use its reasonable best efforts to keep the DCRB Units, DCRB Class A Common Stock and DCRB Warrants listed for trading on the NASDAQ Capital Market. Post-merger the combine company will be listed with ticker symbol as NASDAQ:HYZN.

Hyzon's leadership will remain intact, with Craig Knight continuing as Chief Executive Officer of the combined company, overseeing its strategic growth initiatives and expansion. Craig Knight will work alongside Hyzon's current executive team. The Board of Directors of the combined company will include representation from Hyzon and DCRB. The New Hyzon Board will comprise of George Gu as Executive Chairman; and Erik Anderson, Elaine Wong, Ivy Brown, Victor Meng, Dennis Edwards, Viktor Meng and KD Park as Directors; Mark Gordon and Craig Knight as Director and Chief Financial Officer respectively; Gary Robb as Chief Technology Officer; Rob Del Core as Chief Strategy Officer; John Zavoli as General Counsel & Chief Legal Officer; Jay De Veny as Vice President of Vehicle Technology; and Max Holthausen as Managing Director of Hyzon Europe.

Completion of the proposed transaction is subject to customary closing conditions, including the approval of DCRB's stockholders, approval of HYZON Motors's stockholders, consummation of financial statements of Hyzon, resignation of all members of the Board of Directors of Hyzon and the Board of Directors of Hyzon's subsidiaries, execution of A&R Registration Rights Agreement, expiration or termination under the Hart-Scott-Rodino Antitrust Improvements Act, execution of lock up agreement, as of the closing, after consummation of the private placements and distribution of the Trust Fund, deducting all amounts to be paid pursuant to the exercise of Redemption Rights, DCRB shall have cash on hand equal to or in excess of $400,000,000 and listing of DCRB Class A Common Stock on the NASDAQ or another exchange mutually agreed to by the parties, as of the closing date. The transaction has been unanimously approved by the Boards of Hyzon and DCRB. As of May 14, 2021, the waiting period under the HSR Act expired on March 22, 2021. The Board of Directors of DCRB recommends that DCRB stockholders vote in favor of the transaction and the meeting to vote on the transaction will be held on July 15, 2021. On July 15, 2021 the shareholders of Decarbonization approved the deal and Hyzon Motors Inc.'s Class A common stock and Hyzon Motors Inc.'s warrants are expected to commence trading on The Nasdaq Global Select market under the symbols "HYZN" and "HYZNW", respectively, on July 19, 2021. The transaction is expected to close second calendar quarter of 2021. As of July 15, 2021, Subject to the satisfaction or waiver of the other customary closing conditions, the business combination is expected to close on July 16, 2021.

Goldman Sachs & Co. LLC acted as exclusive financial advisor to Hyzon, and lead placement agent on the PIPE to DCRB. Morgan Stanley & Co. LLC also acted as placement agent on the PIPE. Credit Suisse and Citigroup served as financial and capital markets advisors, and Alvarium Investment Advisors acted as capital markets advisor, to DCRB. Dan Komarek, Milam Foster Newby, E. Ramey Layne, Devika Kornbacher, David Peck and Lina Dimachkieh of Vinson & Elkins LLP acted as legal advisor to DCRB. Scott Miller, Bob Downes, Jeannette Bander, Davis Wang, Mehdi Ansari, and Matthew Brennan of Sullivan & Cromwell LLP served as legal counsel to Hyzon. Ropes & Gray LLP served as legal counsel for the PIPE's private placement agents. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Decarbonization Plus Acquisition Corporation. Morrow Sodali LLC acted as information agent to Decarbonization Plus Acquisition Corporation and has agreed to pay a fee of $30,000.

HYZON Motors Inc completed the acquisition of Decarbonization Plus Acquisition Corporation (NasdaqCM:DCRB) from Luxor Capital Group, LP, Decarbonization Plus Acquisition Sponsor III LLC, Adage Capital Management, L.P. and others in a reverse merger transaction on July 16, 2021. Resulting issuer will operate under the name of "Hyzon Motors Inc." and will commence trading on July 19, 2021.