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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 10, 2023
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Hyzon Motors Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-3962 | 82-2726724 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
475 Quaker Meeting House Road Honeoye Falls, NY | | 14472 |
| (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) |
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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:
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☐ | 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)) |
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Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | Trading Symbol | 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 $11.50 per share | HYZNW | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 4, 2023, the Board of Directors (the “Board”) of Hyzon Motors Inc. (the “Company”) appointed Mr. Andrea Farace as a director to the Board. Mr. Farace’s appointment fills a vacancy currently held on the board. Following his appointment, five of the Board’s seven directors are independent under the NASDAQ and SEC independence standards.
Mr. Farace was appointed to director Class II, the class of directors whose terms of office expire at the 2023 Annual Meeting of Shareholders, and he will be included among the nominees being submitted for election at such annual meeting. Mr. Farace will serve on the Nominating and Governance Committee. Mr. Farace will receive compensation for service on the Board and on the Nominating and Governance Committee pursuant to the Company’s compensation plan for independent directors, except that the initial equity grant due to him upon his appointment will be granted on the later of (i) the date of his appointment and (ii) the date on which he will be eligible to report such grants to the SEC.
Mr. Farace is an accomplished executive and leader with a long career in financial services and general business management. He has more than 40 years of experience in several geographies across many business verticals including Investment Banking, Corporate Banking, Treasury and Transaction Services, Retail and Consumer Finance, and Fintech.
Since 2022, Mr. Farace has served on the Board of HBL Bank UK Ltd, a full service banking institution regulated by the UK PRA and the FCA, where he is currently Chairman. In addition, he currently serves (since 2020) on the Board of Wirecard Card Solutions Limited, a formerly FCA licensed e-money institution now in voluntary liquidation, and the Board of Ptech Holdings Gmbh (since 2023), a privately held electronic rating and credit analysis provider for the financial services sector.
From June 2020 to December 2021, Mr. Farace served as Executive Vice President at Wirecard Card Solutions Limited, where he was responsible for all Wirecard Group divestitures globally working for the court appointed Administrator of the Wirecard AG group. Previously, from 1999 to February 2020, Mr. Farace held several senior positions at Citigroup Inc., as Head of, or Chief Operating Officer of, several businesses including Citi Holdings, Citi Transaction Services, Citi CEEMEA region, Citi Japan Investment Banking and Global Investment Banking.
Mr. Farace holds a degree in Statistical, Demographic and Actuarial Sciences from the Università di Roma as well as a Master’s degree in Business Administration from Columbia Business School.
Mr. Farace 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. Farace and any other person pursuant to which Mr. Farace was elected to serve on the Company’s Board. Mr. Farace is not related to any member of the Board or any executive officer of the Company.
Item 7.01 Regulation FD Disclosure
On May 10, 2023, the Company furnished a press release regarding the appointment of Mr. Farace to the Company’s Board, as described above in Item 5.02 of this Current Report on Form 8-K. The press release is attached hereto as Exhibit 99.1 and incorporated in this Item 7.01 by reference.
The information set forth in Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
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| Exhibit Number | | Description |
| 99.1 | | |
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| 104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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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.
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| HYZON MOTORS INC. |
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| Date: May 10, 2023 | By: | /s/ Parker Meeks |
| Name: | Parker Meeks |
| Title: | Chief Executive Officer |
HYZON MOTORS ANNOUNCES APPOINTMENT OF ANDREA FARACE TO BOARD OF DIRECTORS
ROCHESTER, N.Y., – May 10, 2023 – Hyzon Motors Inc. (NASDAQ: HYZN), a global supplier of zero-emission heavy-duty fuel cell electric vehicles, today announced the appointment of Andrea Farace to its Board of Directors, effective May 4, 2023. Farace will serve on the Nominating and Governance Committee as an independent director.
Farace is an accomplished executive and leader with a long career in finance and general business management. He gained more than 40 years of financial services experience in Mergers and Acquisition, Investment Banking, Corporate Banking, Treasury and Transaction Services, Retail and Consumer Finance, and Fintech, with over 20 years in global leadership roles at Citigroup. Farace’s deep banking background is complemented by time as a public company CEO and experience in global operating roles across North America, Japan, Europe, the Middle East, and Africa.
“Andrea brings extensive expertise in finance and governance to the Hyzon Board of Directors, gained from his work as corporate executive and through advisory capacities as board member,” said Elaine Wong, Hyzon’s Lead Independent Director. “Andrea has a nuanced understanding and first-hand experience navigating the complexities of scaling a global business, which will be invaluable as Hyzon continues to grow and move toward commercialization of its fuel cell electric vehicles.”
Farace served as Executive Vice President at Wirecard Card Solutions Limited, where he was responsible for all Wirecard Group divestitures globally working for the court appointed Administrator of the Wirecard AG group. Previously, from 1999 to February 2020, Mr. Farace held several senior positions at business units of Citigroup Inc., as Head of, or Chief Operating Officer of, several businesses including Citi Holdings, Citi Transaction Services, Citi CEEMEA region, Citi Japan Investment Banking and Global Investment Banking.
Since 2022, Farace has served on the Board of HBL Bank UK Ltd, where he is currently Chairman, a full-service banking institution, regulated by the UK PRA and the FCA, a wholly owned subsidiary of Habib Bank Limited, Pakistan, the largest bank in Pakistan. Since 2020, he has served on the private Board of Wirecard Card Solutions Limited (a formerly FCA licensed e-money institution now in voluntary liquidation); and since 2023 on the Board of Ptech Holdings Gmbh, a privately held electronic rating and credit analysis provider for the financial services sector.
Farace holds a degree in Statistical, Demographic and Actuarial Sciences from the Università di Roma as well as a Master’s degree in Business Administration from Columbia Business School.
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| Accelerating the | | |
| Energy Transition | | hyzonmotors.com |
About Hyzon Motors
Hyzon is a global supplier of fuel cell electric mobility, with US operations in the Rochester, Chicago and Detroit areas, and international operations in the Netherlands, Australia, and China. Hyzon is an energy transition accelerator and technology innovator, providing end-to-end solutions in the transport sector with a focus on commercial vehicles and hydrogen supply infrastructure. Utilizing its proven and proprietary hydrogen fuel cell technology, Hyzon aims to supply zero-emission heavy duty trucks to customers in North America, Europe and around the world to mitigate emissions from diesel transportation - one of the single largest sources of carbon emissions globally. The Company is contributing to the adoption of fuel cell electric vehicles through its demonstrated technology advantage, fuel cell performance and history of rapid innovation. Visit www.hyzonmotors.com.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, are forward-looking statements. When used in this press release, the words "aims", “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Hyzon disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Hyzon cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Hyzon, including risks and uncertainties described in the “Risk Factors” section of Hyzon’s Annual Report on Form 10-K/A for the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 14, 2023, and other documents filed by Hyzon from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Hyzon gives no assurances that Hyzon will achieve its expectations.
Media contacts:
hyzon@kivvit.com
For investors:
ir@hyzonmotors.com
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| Energy Transition | | hyzonmotors.com |
