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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 23, 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) |
___________________________________
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
As previously reported, on February 3, 2023, Hyzon Motors Inc. (the “Company”) received a Staff Determination (the “Staff Determination”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, unless the Company requested an appeal, trading of the Company’s Class A common stock and warrants would be suspended from The Nasdaq Capital Market at the opening of business on February 14, 2023. A stay of delisting was granted pending a hearing with the Nasdaq Hearings Panel (the “Hearings Panel”). The delisting hearing was held on March 16, 2023 before the Hearings Panel. On March 31, 2023, the Company received a letter from the Hearings Panel indicating that the Hearings Panel granted the Company’s request for continued listing until May 15, 2023, in order to allow the Company to regain compliance with Nasdaq Listing Rule 5250(c)(1) (the “Periodic Filing Rule”), subject to the condition that on or before May 15, 2023, the Company shall have filed with the Securities and Exchange Commission (the “SEC”) all delinquent reports, in compliance with the Periodic Filing Rule.
On April 3, 2023, the Company filed a Form 12b-25 to report that its Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10- K”) would not be filed within the prescribed time period. On April 6, 2023, the Company received an additional Staff Determination (the “Additional Staff Determination”) from the Staff notifying the Company that, because the Staff did not receive the 2022 Form 10-K, the Company does not comply with Nasdaq’s Listing Rules for continued listing, thus constituting an additional basis for delisting the Company’s securities from The Nasdaq Capital Market. The Additional Staff Determination further notified the Company that the Hearings Panel will consider this matter in their decision regarding the Company’s continued listing on The Nasdaq Capital Market, and that the Company should present its views with respect to this additional deficiency to the Hearings Panel in writing no later than April 13, 2023. In view of the Hearings Panel’s decision granting the Company’s request for continued listing until May 15, 2023, the Company responded to the Additional Staff to present the Company’s views with respect to this additional deficiency.
On May 5, 2022, the Company notified the Hearings Panel and the Staff that the Company determined that it was necessary to seek an extension to May 31, 2023 to complete the annual audit of the Company’s financial statements for the year ended December 31, 2022, for the Company to file its Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) by May 31, 2022, and to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Q1 2023 Form 10-Q”) by June 7, 2023. On May 10, 2023, the Hearings Panel granted the Company’s requested extensions, providing the Company until May 31, 2023 to file the 2022 Form 10-K, and until June 7, 2023 to file the Q1 2023 Form 10-Q.
On May 16, 2023, the Company filed Form 12b-25 (Notification of Late Filing) to report that it will not file the Q1 2023 Form 10-Q by the extended filing date pursuant to Rule 12b-25. The Company reported that, as previously reported in the Company’s Current Report on Form 8-K filed with the SEC on May 11, 2023, the Company plans to file the Q1 2023 Form 10-Q on or before June 7, 2023.
On May 17, 2023, the Company received a second additional Staff Determination (the “Second Additional Staff Determination”) from the Staff notifying the Company that, because the Staff did not receive the Q1 2023 Form 10-Q, the Company does not comply with Nasdaq’s Listing Rules for continued listing, thus constituting an additional basis for delisting the Company’s securities from The Nasdaq Capital Market. The Second Additional Staff Determination further notified the Company that the Hearings Panel will consider this matter in their decision regarding the Company’s continued listing on The Nasdaq Capital Market, and that the Company should present its views with respect to this additional deficiency to the Hearings Panel in writing no later than May 24, 2023. In view of the Hearings Panel’s decision granting the Company’s request for extension to file the Q1 2023 Form 10-Q by June 7, 2023, the Company intends to respond to the Second Additional Staff Determination by May 24, 2023, to present the Company’s views with respect to this additional deficiency.
Item 7.01 Regulation FD Disclosure
On May 23, 2023, the Company issued a press release announcing that it received the Second Additional Staff Determination from the Staff in response to the Company’s filing of Form 12b-25 to report that the Q1 2023 Form 10-Q would not be filed within the prescribed time period. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in this Item 7.01.
The information contained in this Item 7.01, including in Exhibit 99.1 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 Securities Act of 1933, as amended, or the Exchange Act, except to the extent such other filing specifically incorporates such information by reference.
Forward-Looking Statements This report includes forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “feel,” “believes,” expects,” “estimates,” “projects,” “intends,” “should,” “is to be,” or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. In particular, no assurances can be made regarding the Company’s ability to timely regain compliance with the Periodic Filing Rule described above. If the Company is unsuccessful in timely regaining compliance with the Periodic Filing Rule, the Company’s securities may be delisted from The Nasdaq Capital Market, which could have a material adverse impact on the Company.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
The following exhibit relating to Item 9.01 shall be deemed to be furnished, and not filed:
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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 23, 2023 | By: | /s/ Parker Meeks |
| Name: | Parker Meeks |
| Title: | Chief Executive Officer |
HYZON MOTORS RECEIVES ADDITIONAL STAFF DETERMINATION FROM NASDAQ REGARDING Q1 2023 FORM 10-Q
ROCHESTER, N.Y., – May 23, 2023 – Hyzon Motors Inc. (NASDAQ: HYZN), a global supplier of zero-emission heavy-duty fuel cell electric vehicles, today announced that on May 17, 2023 it received a Second Additional Staff Determination from the Listing Qualifications Staff of the Nasdaq Stock Market LLC stating that because the Company has not yet filed its Form 10-Q for the period ended March 31, 2023, the Company does not comply with Nasdaq’s Listing Rules for continued listing. Hyzon has been requested by the Staff to present its views with respect to this additional deficiency to the Nasdaq Hearings Panel in writing no later than May 24, 2023. In view of the Hearings Panel’s decision granting the Company’s request for extension to file the Q1 2023 Form 10-Q by June 7, 2023, the Company intends to respond to the Second Additional Staff Determination by May 24, 2023 to present the Company’s views with respect to this additional deficiency.
As previously noted on May 5, 2023, Hyzon notified the Hearings Panel that the Company would need to seek a filing extension for its outstanding financial statements. This extension allows Hyzon to work with its auditors, KPMG LLP, to complete the annual audit of the Company’s financial statements for the year ended December 31, 2022, and also to file the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, by June 7, 2023. On May 10, 2023, the Hearings Panel granted the Company’s requested extensions, providing the Company until May 31, 2023 to file the 2022 Form 10-K, and until June 7, 2023 to file the Q1 2023 Form 10-Q.
On May 16, 2023, the Company filed Form 12b-25 (Notification of Late Filing) to report that it will not file the Q1 2023 Form 10-Q by the extended filing date pursuant to Rule 12b-25. The Company reported that, as previously reported in the Company’s Current Report on Form 8-K filed with the SEC on May 11, 2023, the Company plans to file the Q1 2023 Form 10-Q on or before June 7, 2023. Hyzon is working diligently to file its 2022 Form 10-K and Q1 2023 Form 10-Q as soon as practicable.
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.
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| Accelerating the | | |
| Energy Transition | | 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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| Accelerating the | | |
| Energy Transition | | hyzonmotors.com |
