424B3 1 a10qq2424b3.htm 424B3

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Filed Pursuant to Rule 424(b)(3)

Registration No. 333-258340

PROSPECTUS SUPPLEMENT NO. 52

(to prospectus dated August 10, 2021)

Up to 19,300,751 Shares of Class A Common Stock Issuable Upon the Exercise of Warrants Up to 77,272,414 Shares of Class A Common Stock Up to 8,014,500 Warrants to Purchase Class A Common Stock

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated August 10, 2021 (as supplemented or amended from time to time, the “Prospectus”), with the information contained in our Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on August 8, 2023 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the issuance by us of up to an aggregate of 19,300,751 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), which consists of (i) up to 8,014,500 shares of Class A Common Stock that are issuable upon the exercise of 8,014,500 warrants (the “private placement warrants”) issued in a private placement in connection with the initial public offering of Decarbonization Plus Acquisition Corporation (“DCRB”) and upon the conversion of a working capital loan by the Sponsor (as defined in the Prospectus) to DCRB and (ii) up to 11,286,251 shares of Class A Common Stock that are issuable upon the exercise of 11,286,251 warrants originally issued in DCRB’s initial public offering. The Prospectus and this prospectus supplement also relate to the offer and sale from time to time by the selling securityholders named in the Prospectus, or their permitted transferees, of (i) up to 77,272,414 shares of Class A Common Stock (including up to 5,293,958 shares of Class A Common Stock issuable upon the satisfaction of certain triggering events (as described in the Prospectus) and up to 326,048 shares of Class A Common Stock that may be issued upon exercise of the Ardour Warrants (as defined in the Prospectus)) and (ii) up to 8,014,500 private placement warrants.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Class A Common Stock and warrants are traded on the Nasdaq Global Select Market under the symbols “HYZN” and “HYZNW,” respectively. On August 8, 2023 the closing price of our Class A Common Stock was $1.19 and the closing price for our public warrants was $0.13.

Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 7 of the Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 8, 2023.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

______________________

(Mark One)

x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

OR

o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

______________________

Hyzon Motors Inc.

(Exact name of registrant as specified in its charter)

______________________

Delaware			001-39632			82-2726724
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

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)

______________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

HYZN

NASDAQ Capital Market

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

HYZNW

NASDAQ Capital Market

______________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

x

Smaller reporting company

x

Emerging growth company

x

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of July 31, 2023, there were approximately 244,853,005 shares of the registrant’s common stock outstanding, par value $0.0001 per share, outstanding.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations, and any statements that refer to characterizations of future events or circumstances, including any underlying assumptions. These statements constitute projections, forecasts, and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this report, the words “could,” “should”, “will,” “may,” “anticipate,” “believe,” “expect,” “estimate,” “intend,” “plan,” “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. Such 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.

Forward-looking statements are subject to a number of risks and uncertainties including, but not limited to, those described below and under the section entitled “Risk Factors” in our Annual Report filed on Form 10-K for the year ended December 31, 2022, and in subsequent reports that we file with the SEC, including this Form 10-Q for the quarter ended June 30, 2023.

•our ability to commercialize our products and strategic plans, including our ability to establish facilities to produce our fuel cells, assemble our vehicles or secure hydrogen supply in appropriate volumes, at competitive costs or with competitive emissions profiles;

•our ability to effectively compete in the heavy-duty transportation sector, and withstand intense competition and competitive pressures from other companies worldwide in the industries in which we operate;

•our ability to convert non-binding memoranda of understanding and vehicle trial agreements into binding orders or sales (including because of the current or prospective resources of our counterparties) and the ability of our counterparties to make payments on orders;

•our ability to invest in hydrogen production, distribution, and refueling operations to supply our customers with hydrogen at competitive costs to operate their fuel cell electric vehicles;

•disruptions to the global supply chain, including as a result of geopolitical events, and shortages of raw materials, and the related impacts on our third party suppliers and assemblers;

•our ability to maintain the listing of our common stock on the Nasdaq Capital Market;

•our ability to raise financing in the future;

•our ability to retain or recruit, or changes required in, our officers, key employees or directors;

•our ability to protect, defend, or enforce our intellectual property on which we depend; and

•the impacts of legal proceedings, regulatory disputes, and governmental inquiries.

We have experienced and continue to experience several of these risks which have had and are having a materially negative effect on our results of operations. Should these risks increase, should risks or uncertainties other than those described above materialize, or should our underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us, and speak only as of the date of this report. Except as otherwise required by applicable law, we disclaim 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 report. You should, however, review additional disclosures we make in subsequent filings with the SEC.

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Hyzon Motors, Inc.

Quarterly Report on Form 10-Q

Table of Contents

						Page No.
PART I – FINANCIAL INFORMATION
Item 1.			Financial Statements (unaudited)			4
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			18
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			25
Item 4.			Controls and Procedures			26
PART II – OTHER INFORMATION						27
Item 1.			Legal Proceedings			27
Item 1A.			Risk Factors			27
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			27
Item 3.			Defaults Upon Senior Securities			27
Item 4.			Mine Safety Disclosures			27
Item 5.			Other Information			27
Item 6.			Exhibits			28
SIGNATURES						29

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

HYZON MOTORS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(unaudited)

			June 30, 2023						December 31, 2022
ASSETS
Current assets
Cash and cash equivalents			$	140,536					$	60,554
Short-term investments			31,879						194,775
Accounts receivable			950						29
			324						6,578
Inventory			44,008						35,553
Prepaid expenses and other current assets			8,542						15,365
Total current assets			226,239						312,854
Property, plant, and equipment, net			21,893						22,420
Right-of-use assets			8,536						9,181
Investments in equity securities			15,030						15,030
Other assets			13,351						15,411
Total Assets			$	285,049					$	374,896
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable			$	7,743					$	13,798
Accrued liabilities			23,564						25,587
Related party payables			424						433
Contract liabilities			6,836						3,919
Current portion of lease liabilities			1,899						2,132
Total current liabilities			40,466						45,869
Long term liabilities
Lease liabilities			6,727						7,492
Private placement warrant liability			321						1,122
Earnout liability			3,591						10,927
Deferred income taxes			526						526
Other liabilities			16,719						1,901
Total Liabilities			$	68,350					$	67,837
Commitments and contingencies (Note 12)
Stockholders’ Equity
Common stock, $0.0001 par value; 400,000,000 shares authorized, 244,708,119 and 244,509,208 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively.			25						25
Treasury stock, at cost; 3,769,592 shares as of June 30, 2023 and December 31, 2022, respectively.			(6,446)						(6,446)
Additional paid-in capital			375,818						372,942
Accumulated deficit			(149,094)						(58,598)
Accumulated other comprehensive loss			(2,898)						(153)
Total Hyzon Motors Inc. stockholders’ equity			217,405						307,770
Noncontrolling interest			(706)						(711)
Total Stockholders’ Equity			216,699						307,059
Total Liabilities and Stockholders’ Equity			$	285,049					$	374,896

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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HYZON MOTORS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except per share amounts)

(unaudited)

			Three Months Ended June 30,												Six Months Ended June 30,
			2023						2022						2023						2022
Revenue			$	—					$	46					$	—					$	2,934
Operating expense:
Cost of revenue			2,410						1,370						3,248						2,023
Research and development			12,597						10,483						21,937						17,419
Selling, general, and administrative			49,098						20,065						79,955						39,817
Total operating expenses			64,105						31,918						105,140						59,259
Loss from operations			(64,105)						(31,872)						(105,140)						(56,325)
Other income (expense):
Change in fair value of private placement warrant liability			160						8,415						801						9,938
Change in fair value of earnout liability			916						66,096						7,336						69,337
Gain (loss) on equity securities			—						(2,448)						—						10,082
Foreign currency exchange gain (loss) and other expense, net			280						(1,454)						1,430						(2,604)
Investment income and interest income, net			2,494						54						5,060						71
Total other income (expense)			3,850						70,663						14,627						86,824
Net income (loss) before income taxes			$	(60,255)					$	38,791					$	(90,513)					$	30,499
Income tax expense			—						—						—						526
Net income (loss)			$	(60,255)					$	38,791					(90,513)						29,973
Less: Net loss attributable to noncontrolling interest			(7)						(3,208)						(17)						(5,503)
Net income (loss) attributable to Hyzon			$	(60,248)					$	41,999					$	(90,496)					$	35,476
Comprehensive income (loss):
Net income (loss)			$	(60,255)					$	38,791					$	(90,513)					$	29,973
Foreign currency translation adjustment			(931)						(235)						(1,735)						(24)
Net change in unrealized gain (loss) on short-term investments			(691)						$	—					(988)						—
Comprehensive income (loss)			$	(61,877)					$	38,556					$	(93,236)					$	29,949
Less: Comprehensive income (loss) attributable to noncontrolling interest			22						(2,840)						5						(5,009)
Comprehensive income (loss) attributable to Hyzon			$	(61,899)					$	41,396					$	(93,241)					$	34,958
Net income (loss) per share attributable to Hyzon:
Basic			$	(0.25)					$	0.17					$	(0.37)					$	0.14
Diluted			$	(0.25)					$	0.16					$	(0.37)					$	0.14
Weighted average common shares outstanding:
Basic			244,628						248,056						244,585						247,999
Diluted			244,628						258,265						244,585						258,772

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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HYZON MOTORS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except share data)

(unaudited)

						Common Stock Class A												Treasury Stock												Additional Paid-in Capital						Accumulated Deficit						Accumulated Other Comprehensive Loss						Total Hyzon Motors Inc. Stockholders’ Equity						Noncontrolling Interest						Total Stockholders’ Equity
						Shares						Amount						Shares						Amount
Balance as of December 31, 2022						244,509,208						$	25					3,769,592						$	(6,446)					$	372,942					$	(58,598)					$	(153)					$	307,770					$	(711)					$	307,059
Stock-based compensation						—						—						—						—						1,359						—						—						1,359						—						1,359
Vesting of RSUs						51,863						—						—						—						—						—						—						—						—						—
Net share settlement of equity awards						—						—						—						—						(58)						—						—						(58)						—						(58)
Available-for-sale short-term investments:
Unrealized net gain on short-term investments						—						—						—						—						—						—						462						462						—						462
Reclassification to net loss						—						—						—						—						—						—						(759)						(759)						—						(759)
Net loss attributable to Hyzon						—						—						—						—						—						(30,248)						—						(30,248)						—						(30,248)
Net loss attributable to noncontrolling interest						—						—						—						—						—						—						—						—						(10)						(10)
Foreign currency translation loss						—						—						—						—						—						—						(797)						(797)						(7)						(804)
Balance as of March 31, 2023						244,561,071						$	25					3,769,592						$	(6,446)					$	374,243					$	(88,846)					$	(1,247)					$	277,729					$	(728)					$	277,001
Stock-based compensation						—						—						—						—						1,628						—						—						1,628						—						1,628
Vesting of RSUs						147,048						—						—						—						—						—						—						—						—						—
Net share settlement of equity awards						—						—						—						—						(53)						—						—						(53)						—						(53)
Available-for-sale short-term investments:																		—																																										—
Unrealized net gain on short-term investments						—						—						—						—						—						—						154						154						—						154
Reclassification to net loss						—						—						—						—						—						—						(845)						(845)						—						(845)
Net loss attributable to Hyzon						—						—						—						—						—						(60,248)						—						(60,248)						—						(60,248)
Net loss attributable to noncontrolling interest						—						—						—						—						—						—						—						—						(7)						(7)
Foreign currency translation loss						—						—						—						—						—						—						(960)						(960)						29						(931)
Balance as of June 30, 2023						244,708,119						$	25					3,769,592						$	(6,446)					$	375,818					$	(149,094)					$	(2,898)					$	217,405					$	(706)					$	216,699

The accompanying notes are an integral part of these unaudited consolidated financial statements.

HYZON MOTORS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except share data)

(unaudited)

						Common Stock Class A												Treasury Stock												Additional Paid-in Capital						Retained Earnings (Accumulated Deficit)						Accumulated Other Comprehensive Income (Loss)						Total Hyzon Motors Inc. Stockholders’ Equity						Noncontrolling Interest						Total Stockholders’ Equity
						Shares						Amount						Shares						Amount
Balance as of December 31, 2021						247,758,412						$	25					—						$	—					$	400,826					$	(26,412)					$	378					$	374,817					$	(4,752)					$	370,065
Exercise of stock options						30,008						—						—						—						34						—						—						34						—						34
Stock-based compensation						—						—						—						—						1,193						—						—						1,193						—						1,193
Vesting of RSUs						64,815						—						—						—						—						—						—						—						—						—
Net share settlement of equity awards						—						—						—						—						(160)						—						—						(160)						—						(160)
Common stock issued for the cashless exercise of warrants						28,333						—						—						—						—						—						—						—						—						—
Repurchase of warrants						—						—						—						—						(31)						—						—						(31)						—						(31)
Net loss attributable to Hyzon						—						—						—						—						—						(6,523)						—						(6,523)						—						(6,523)
Net loss attributable to noncontrolling interest						—						—						—						—						—						—						—						—						(2,295)						(2,295)
Foreign currency translation income						—						—						—						—						—						—						85						85						126						211
Balance as of March 31, 2022						247,881,568						$	25					—						$	—					$	401,862					$	(32,935)					$	463					$	369,415					$	(6,921)					$	362,494
Exercise of stock options						5,316						—						—						—						6						—						—						6						—						6
Stock-based compensation						—						—						—						—						1,859						—						—						1,859						—						1,859
Vesting of RSUs						103,957						—						—						—						—						—						—						—						—						—
Net share settlement of equity awards						—						—						—						—						(303)						—						—						(303)						—						(303)
Common stock issued for the cashless exercise of warrants						16,016						—						—						—						—						—						—						—						—						—
Net income attributable to Hyzon						—						—						—						—						—						41,999						—						41,999						—						41,999
Net loss attributable to noncontrolling interest						—						—						—						—						—						—						—						—						(3,208)						(3,208)
Foreign currency translation income (loss)						—						—						—						—						—						—						(603)						(603)						368						(235)
Balance as of June 30, 2022						248,006,857						$	25					—						$	—					$	403,424					$	9,064					$	(140)					$	412,373					$	(9,761)					$	402,612

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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HYZON MOTORS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

			Six Months Ended June 30,
			2023						2022
Cash Flows from Operating Activities:
Net income (loss)			$	(90,513)					$	29,973
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization			2,193						1,606
Stock-based compensation			2,987						3,052
Deferred income tax expense			—						526
Fair value adjustment of private placement warrant liability			(801)						(9,938)
Fair value adjustment of earnout liability			(7,336)						(69,337)
Fair value adjustment of value in equity securities			—						(10,082)
Accretion of discount on available-for-sale debt securities			(1,424)						—
Write down of inventory			2,106						—
Loss on equity method investment			7						30
Foreign currency transaction gain			(1,620)						—
Impairment of property and equipment			1,090						—
Changes in operating assets and liabilities:
Accounts receivable			(919)						2,920
Inventory			(10,500)						(19,009)
Prepaid expenses and other current assets			6,764						1,794
Other assets			305						(430)
Accounts payable			(5,995)						(214)
Accrued liabilities			(1,986)						4,424
Related party payables, net			5,988						(118)
Contract liabilities			2,711						(3,762)
Other liabilities			14,885						(315)
Net cash used in operating activities			(82,058)						(68,880)
Cash Flows from Investing Activities:
Purchases of property and equipment			(2,684)						(7,652)
Purchases of short-term investments			(16,594)						—
Proceeds from sale of short-term investments			50,021						—
Proceeds from maturities of short-term investments			129,905						—
Net cash provided by (used in) investing activities			160,648						(7,652)
Cash Flows from Financing Activities:
Exercise of stock options			—						40
Payment of finance lease liability			(237)						(181)
Net share settlement of equity awards			(111)						(463)
Payment for purchase of Horizon IP			—						(3,146)
Repurchase of warrants			—						(31)
Net cash used in financing activities			(348)						(3,781)
Effect of exchange rate changes on cash			(2)						(140)
Net change in cash, cash equivalents, and restricted cash			78,240						(80,453)
Cash, cash equivalents, and restricted cash — Beginning			66,790						449,365
Cash, cash equivalents, and restricted cash — Ending			$	145,030					$	368,912

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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HYZON MOTORS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Nature of Business and Basis of Presentation

Description of Business

Hyzon Motors Inc. (“Hyzon” or the “Company”), headquartered in Honeoye Falls, New York, is commercializing its proprietary heavy-duty (“HD”) fuel cell technology through assembling and upfitting HD hydrogen fuel cell electric vehicles (“FCEVs”) in the United States, Europe, and Australia. In addition, Hyzon builds and fosters a clean hydrogen supply ecosystem with leading partners from feedstocks through production, dispensing, and financing. The Company is majority-owned by Hymas Pte. Ltd. (“Hymas”), a Singapore company, which is majority-owned but indirectly controlled by Horizon Fuel Cell Technologies PTE Ltd., a Singapore company (“Horizon”).

Basis of Presentation

The accompanying unaudited interim consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the requirements and rules of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance refers to U.S. GAAP as found in U.S. Accounting Standards Codification ("ASC") and Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB"). Certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited interim consolidated financial statements should be read in connection with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2022.

The Company’s unaudited interim consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries including variable interest entity arrangements in which the Company is the primary beneficiary. All intercompany accounts and transactions are eliminated in consolidation. In the opinion of management, the accompanying unaudited interim consolidated financial statements include all normal and recurring adjustments necessary for a fair presentation for the periods presented. Results of operations reported for interim periods presented are not necessarily indicative of results for the entire year or any other periods.

Liquidity

The Company incurred net losses of $60.3 million and $90.5 million for the three and six months ended June 30, 2023, respectively. The Company generated net income of $38.8 million and $30.0 million for the three and six months ended June 30, 2022, respectively. Accumulated deficit amounted to $149.1 million and $58.6 million as of June 30, 2023 and December 31, 2022, respectively. Net cash used in operating activities was $82.1 million and $68.9 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the Company has $140.5 million in unrestricted cash and cash equivalents, $31.9 million in short-term investments, and $4.5 million in restricted cash.

As an early stage growth company, the Company expects to continue to incur net losses in the near term. As the Company commenced its internal restructuring efforts in 2022, the primary focuses are the advancement of its proprietary fuel cell technology and development and commercialization of single HD commercial vehicle platforms in each region where it operates by leveraging third-party contracted assemblers for some or all of the assembly process. Until the Company can generate sufficient revenue from product sales and upfit services to cover operating expenses, working capital and capital expenditures, the Company will need to raise additional capital. The Company expects to fund cash needs through a combination of equity and/or debt financing, alliances or other partnership agreements with entities interested in our technologies, and the liquidation of certain inventory balances. There can be no assurance that any such financing can be realized by the Company, or if realized, what the terms thereof may be, or that any amount that the Company is able to raise will be adequate to support the Company’s working capital requirements and/or fuel cell technology advancement. If the Company cannot raise additional funds when needed or on acceptable terms, the financial condition, business, prospects, and results of operations could be materially adversely affected. In addition, the Company is subject to, and may become a party to, a variety of litigation, other claims, suits, indemnity demands, regulatory actions, and government investigations and inquiries in the ordinary course of business. The outcome of litigation and other legal proceedings, including the other claims described under Legal Proceedings in Note 12. Commitments and Contingencies, are inherently

uncertain, and adverse judgments or settlements in some or all of these legal disputes may result in materially adverse monetary damages or injunctive relief against us. Specifically, resolution of the SEC investigation or other regulatory proceedings could have a material impact on the Company’s liquidity and the Company's ability to continue as a going concern if a significant monetary payment is agreed and paid or if the matter proceeds to litigation and a judgment is rendered against the Company.

These unaudited interim consolidated financial statements have been prepared by management in accordance with U.S. GAAP and this basis assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. These unaudited interim consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. As of the date of this Quarterly Report on Form 10-Q, management believes that the Company’s existing financial resources will be sufficient to execute its operating priorities for the next 12 months following the issuance date of these unaudited interim consolidated financial statements. As of July 31, 2023, unrestricted cash, cash equivalents, and short-term investments were approximately $158 million.

Risks and Uncertainties

The Company is subject to a variety of risks and uncertainties common to early-stage companies with a history of losses and are expected to incur significant expenses and continuing losses for the foreseeable future. The risks and uncertainties include, but are not limited to, further development of its technology, marketing and distribution channels, further development of its supply chain and manufacturing, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, and the ability to secure additional capital to fund operations.

Hyliion Inc. Technology Development Agreement

In February 2023, the Company entered into a Technology Development Agreement (“TD Agreement”) with Hyliion Inc. for the purpose of working collaboratively to integrate a Hyzon fuel cell into a Hyliion powertrain on a Class 8 semi-truck. Subject to the terms and conditions of the TD Agreement, the parties grant one another a worldwide, irrevocable, nonexclusive, royalty-free, non-sublicensable license to their respective intellectual property solely for the limited purpose of developing the deliverable. The TD Agreement contains various representations, warranties, covenants, indemnities and other provisions customary for transactions of this nature. The term of the TD Agreement is one year, with the option of extending the term by mutual agreement. The Company agrees to reimburse Hyliion up to $1 million for research and development expenses incurred. During the three and six months ended June 30, 2023, the Company has incurred $0.7 million of expenses under the TD Agreement which have been recorded within Research and development expense in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Note 2. Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2. Summary of Significant Accounting Policies, in the Company’s consolidated financial statements included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2022.

There have been no material changes to the significant accounting policies for the six months ended June 30, 2023.

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Note 3. Revenue

The Company did not recognize revenue for the three and six months ended June 30, 2023. The Company recognized negligible revenue and $2.9 million in sales of hydrogen fuel cell systems in the United States, sales of FCEVs in China, and upfit services in Europe for the three and six months ended June 30, 2022, respectively.

In accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"), the Company is required to evaluate customers’ ability and intent to pay substantially all of the consideration to which the Company is entitled in exchange for the vehicles transferred to the customer, i.e., collectability of contracts with customers. The Company’s two customers in China are special purpose entities established in response to China’s national hydrogen fuel cell vehicle pilot program. In consideration of the customers’ limited operating history and extended payment terms in their contracts, the Company determined the collectability criterion is not met with respect to contract existence under ASC 606 for these customers, and therefore, an alternative method of revenue recognition has been applied to each arrangement.

Revenue recognized from sales of FCEVs in China is related to the delivery of 62 FCEVs in the six months ended June 30, 2022. This amount, $2.5 million, is equal to the remaining consideration received after satisfying local government VAT obligations, as such amounts are non-refundable and the Company has transferred control of the 62 FCEVs to which the consideration relates and has stopped transferring goods or services to the customer. The Company will continue to monitor the customer and evaluate the collectability criterion as of each reporting period. The total cost of the 62 FCEVs delivered was recorded within Cost of revenue in the Consolidated Statements of Operations and Comprehensive Loss in 2021 since control of such FCEVs was transferred to the customer prior to December 31, 2021.

Contract Balances

Contract liabilities relate to the advance consideration invoiced or received from customers for products and services prior to satisfying a performance obligation or in excess of amounts allocated to a previously satisfied performance obligation.

The current portion of contract liabilities is recorded within Contract liabilities in the unaudited interim Consolidated Balance Sheets and totaled $6.8 million and $3.9 million as of June 30, 2023 and December 31, 2022, respectively. The long-term portion of contract liabilities is recorded within Other liabilities in the Consolidated Balance Sheets and totaled $1.7 million and $1.9 million as of June 30, 2023 and December 31, 2022, respectively.

Remaining Performance Obligations

The transaction price associated with remaining performance obligations for commercial vehicles and other contracts with customers was $15.1 million as of June 30, 2023. The Company expects to recognize approximately 79% of its remaining performance obligations as revenue over the twelve months after June 30, 2023.

Note 4. Inventory    

Inventory consisted of the following (in thousands):

						June 30, 2023						December 31, 2022
Raw materials						$	28,419					$	24,862
Work in process						14,052						10,691
Finished Goods						1,537						—
Total inventory						$	44,008					$	35,553

The Company writes down inventory for any excess or obsolescence, or when the Company believes that the net realizable value of inventories is less than the carrying value. A total of $1.8 million and $2.1 million in inventory write-downs was recognized for the three and six months ended June 30, 2023. recorded in Cost of revenue in the unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss). The Company did not write down any inventory for the three and six months ended June 30, 2022.

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Note 5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

						June 30, 2023						December 31, 2022
Deposit for fuel cell components (Note 15)						$	4,443					$	6,092
Vehicle inventory deposits						357						2,074
Production equipment deposits						141						235
Other prepaid expenses						1,473						1,877
Prepaid insurance						641						3,201
VAT receivable from government						1,487						1,886
Total prepaid expenses and other current assets						$	8,542					$	15,365

Note 6. Property, Plant, and Equipment, net

Property, plant, and equipment, net consisted of the following (in thousands):

						June 30, 2023						December 31, 2022
Land and building						$	2,824					$	2,818
Machinery and equipment						16,314						15,832
Software						3,205						2,350
Leasehold improvements						3,601						2,123
Construction in progress						1,309						2,499
Total Property, plant, and equipment						27,253						25,622
Less: Accumulated depreciation and amortization						(5,360)						(3,202)
Property, plant and equipment, net						$	21,893					$	22,420

Depreciation and amortization expense totaled $0.7 million and $2.2 million and for the three and six months ended June 30, 2023, respectively. Depreciation and amortization expense totaled $0.7 million and $1.3 million for the three and six months ended June 30, 2022, respectively.

Note 7. Accrued liabilities

Accrued liabilities consisted of the following (in thousands):

						June 30, 2023						December 31, 2022
Payroll and payroll related expenses						$	5,874					$	4,638
Accrued professional fees						4,620						10,016
Accrued product warranty costs						912						942
Accrued contract manufacturer costs						1,383						1,409
Accrued contract termination costs						465						2,688
Accrued Orten cancellation costs						—						1,192
Legal loss contingency (Note 12)						7,000						—
Other accrued expenses						3,310						4,702
Accrued liabilities						$	23,564					$	25,587

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Note 8. Investments in Equity Securities

The Company owns common shares, participation rights, and options to purchase additional common shares in certain private companies. On a non-recurring basis, the carrying value is adjusted for changes resulting from observable price changes in orderly transactions for identical or similar investments in the same issuer or an impairment.

There was no gain or loss on equity securities in the unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2023. Included in the Gain (loss) on equity securities in the unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss) for the six months ended June 30, 2022 is a $12.5 million gain related to the equity investment in Raven SR, Inc. (“Raven SR”). The investment in Raven SR’s common shares and options was initially accounted for at cost of $2.5 million.

Additionally, included in Gain (loss) on equity securities in the unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2022 is a $2.4 million impairment loss related to the Company’s investment in Global NRG H2 Limited (“NRG”), a New Zealand corporation, equal to the initial cost basis. In accordance with ASC 321, Investments - Equity Securities, the investment in NRG does not have a readily determinable fair value and is measured at cost minus impairment, which requires the Company to evaluate on an ongoing basis whether an investment has been impaired based on qualitative factors. The Company impaired NRG due to the investee’s lack of progress in developing its plans and operating performance.

The following table summarizes the total carrying value of held securities, measured as the total initial cost plus cumulative net gain (loss) (in thousands):

			June 30, 2023						December 31, 2022
Total initial cost basis			$	4,948					$	4,948
Adjustments:
Cumulative unrealized gain			12,530						12,530
Cumulative impairment			(2,448)						(2,448)
Carrying amount, end of period			$	15,030					$	15,030

The following table summarizes unrealized gain and impairment recorded in Other income (expense) in the unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss), which are included as adjustments to the carrying value of equity securities (in thousands):

			Three Months Ended June 30,												Six Months Ended June 30,
			2023						2022						2023						2022
Unrealized gain on equity securities			$	—					$	—					$	—					$	12,530
Impairment			—						(2,448)						—						(2,448)
Total unrealized gain and impairment on equity securities			$	—					$	(2,448)					$	—					$	10,082

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Note 9. Short-term Investments

The following tables summarize the Company's short-term investments as of June 30, 2023 and December 31, 2022 (in thousands):

						As of June 30, 2023
						Amortized Cost						Unrealized Gains						Unrealized Losses						Fair Value
Short-term investments
Corporate debt securities						7,202						28						(8)						7,222
U.S. Treasury bills						24,363						294						—						24,657
Total short-term investments						$	31,565					$	322					$	(8)					$	31,879

						As of December 31, 2022
						Amortized Cost						Unrealized Gains						Unrealized Losses						Fair Value
Short-term investments
Certificates of deposit						$	38,703					$	194					$	—					$	38,897
Commercial paper						26,198						205						—						26,403
Corporate debt securities						46,826						189						(33)						46,982
Foreign government bonds						37,453						348						—						37,801
U.S. Treasury bills						44,333						359						—						44,692
Total short-term investments						$	193,513					$	1,295					$	(33)					$	194,775

Note 10. Income Taxes

During the three and six months ended June 30, 2023 the Company did not record any tax expense. During the three and six months ended June 30, 2022, the Company recorded a zero tax expense and a discrete tax expense of $0.5 million, respectively. The discrete item in the six months ended June 30, 2022 was primarily associated with the establishment of a deferred tax liability that is not expected to offset available deferred tax assets.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company assesses all available evidence, both positive and negative, to determine the amount of any required valuation allowance within each taxing jurisdiction. The Company continues to be in a net operating loss and net deferred tax asset position, before valuation allowances. Full valuation allowances, but for the deferred tax liability described above, have been established for the Company’s operations in all jurisdictions.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its positions. The Company is subject to income tax examinations by taxing authorities in the countries in which it operates since inception.

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Note 11. Fair Value Measurements

The Company follows the guidance in ASC 820, Fair Value Measurement. For assets and liabilities measured at fair value on a recurring and nonrecurring basis, a three-level hierarchy of measurements based upon observable and unobservable inputs is used to arrive at fair value. The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

•Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

•Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

•Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

As of June 30, 2023, and December 31, 2022, the carrying amounts of accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued liabilities approximate estimated fair value due to their relatively short maturities.

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands):

						As of June 30, 2023
						Level 1						Level 2						Level 3						Total
Assets:
Cash equivalents:						$	71,129					$	—					$	—					$	71,129
Short-term investments:
Corporate debt securities						—						7,222						—						7,222
U.S. Treasury bills						24,657						—						—						24,657
Liabilities:
Warrant liability – Private Placement Warrants						$	—					$	321					$	—					$	321
Earnout shares liability						—						—						3,591						3,591

						As of December 31, 2022
						Level 1						Level 2						Level 3						Total
Assets:
Cash equivalents:						$	23,113					$	4,992					$	—					$	28,105
Short-term investments:
Certificates of deposit						—						38,897						—						38,897
Commercial paper						—						26,403						—						26,403
Corporate debt securities						—						46,982						—						46,982
Foreign government bonds						—						37,801						—						37,801
U.S. Treasury bills						44,692						—						—						44,692
Liabilities:
Warrant liability – Private Placement Warrants						$	—					$	1,122					$	—					$	1,122
Earnout shares liability						—						—						10,927						10,927

Cash Equivalents

The Company’s cash equivalents consist of short-term, highly liquid financial instruments that are readily convertible to cash with original maturities of three months or less. As of June 30, 2023, the Company has $71.1 million invested in money market funds. As of December 31, 2022, the Company had $28.1 million invested in commercial paper and money market funds. The Company classifies its investments in commercial paper as Level 2 because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded.

Short-term Investments

The Company’s short-term investments consist of high quality, investment grade marketable debt securities and are classified as available-for-sale. The Company classifies its investments in certificates of deposit, commercial paper, corporate debt securities and foreign government bonds as Level 2 because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded.

Earnout to Common Stockholders

The fair value of the earnout shares was estimated by utilizing a Monte-Carlo simulation model. The inputs into the Monte-Carlo pricing model included significant unobservable inputs. The following table provides quantitative information regarding Level 3 fair value measurement inputs:

			June 30, 2023						December 31, 2022
Stock price			$	0.96					$	1.55
Risk-free interest rate			4.5		%				4.2		%
Volatility			93.0		%				92.0		%
Remaining term (in years)			3.04						3.54

The following table presents the changes in the liabilities for Private Placement Warrants and Earnout for the six months ended June 30, 2023 (in thousands):

			Private Placement Warrants						Earnout
Balance as of December 31, 2022			$	1,122					$	10,927
Change in estimated fair value			(801)						(7,336)
Balance as of June 30, 2023			$	321					$	3,591

The Company performs routine procedures such as comparing prices obtained from independent sources to ensure that appropriate fair values are recorded.

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Note 12. Commitments and Contingencies

Legal Proceedings

The Company is subject to, and may become a party to, a variety of litigation, other claims, suits, indemnity demands, regulatory actions, and government investigations and inquiries in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events, and the outcome of litigation is inherently uncertain. The Company accrues for matters when we believe that losses are probable and can be reasonably estimated.

As the outcome of individual matters is not predictable with assurance, the assessments are based on the Company’s knowledge and information available at the time; thus, the ultimate outcome of any matter could require payment substantially in excess of the amount being accrued and/or disclosed. The Company is party to current legal proceedings as discussed more fully below.

Shareholder Securities and Derivative Litigation

Three related putative securities class action lawsuits were filed between September 30, 2021 and November 15, 2021, in the U.S. District Court for the Western District of New York against the Company, certain of the Company’s current and former officers and directors and certain former officers and directors of DCRB (Kauffmann v. Hyzon Motors Inc., et al. (No. 21- cv-06612-CJS), Brennan v. Hyzon Motors Inc., et al. (No. 21-cv-06636-CJS), and Miller v. Hyzon Motors Inc. et al. (No. 21-cv-06695-CJS)), asserting violations of federal securities laws. The complaints generally allege that the Company and individual defendants made materially false and misleading statements relating to the nature of the Company’s customer contracts, vehicle orders, and sales and earnings projections, based on allegations in a report released on September 28, 2021, by Blue Orca Capital, an investment firm that indicated that it held a short position in the Company’s stock and which has made numerous allegations about the Company. These lawsuits have been consolidated under the caption In re Hyzon Motors Inc. Securities Litigation (Case No. 6:21-cv-06612-CJS-MWP), and on March 21, 2022, the court-appointed lead plaintiff filed a consolidated amended complaint seeking monetary damages. The Company and individual defendants moved to dismiss the consolidated amended complaint on May 20, 2022, and the court-appointed lead plaintiff filed its opposition to the motion on July 19, 2022. The court-appointed lead plaintiff filed an amended complaint on March 21, 2022, and a second amended complaint on September 16, 2022. Briefing regarding the Company and individual defendants’ anticipated motion to dismiss the second amended complaint was stayed pending a non-binding mediation among the parties, which took place on May 9, 2023. The parties did not reach a settlement during the May 9, 2023 mediation. On June 20, 2023, the court granted the lead plaintiff leave to file a third amended complaint, which was filed on June 23, 2023. The Company and the individual defendants intend to file a motion to dismiss the third amended complaint. The motion to dismiss currently is due on August 25, 2023.

Between December 16, 2021, and January 14, 2022, three related shareholder derivative lawsuits were filed in the U.S. District Court for the Western District of New York (Lee v. Anderson et al. (No. 21-cv-06744-CJS), Révész v. Anderson et al. (No. 22-cv-06012-CJS), and Shorab v. Anderson et al. (No. 22-cv-06023-CJS)). These three lawsuits have been consolidated under the caption In re Hyzon Motors Inc. Derivative Litigation (Case No. 6:21-cv-06744-CJS). On February 2, 2022, a similar stockholder derivative lawsuit was filed in the U.S. District Court for the District of Delaware (Yellets v. Gu et al. (No. 22-cv-00156)). On February 3, 2022, a similar shareholder derivative lawsuit was filed in the Supreme Court of the State of New York, Kings County (Ruddiman v. Anderson et al. (No. 503402/2022)). On February 13, 2023, a similar stockholder derivative lawsuit was filed in the Delaware Court of Chancery (Kelley v. Knight et al. (C.A. No. 2023-0173)). These lawsuits name as defendants the Company’s current and former directors and certain former directors of DCRB, along with the Company as a nominal defendant, and generally allege that the individual defendants breached their fiduciary duties by making or failing to prevent the misrepresentations alleged in the consolidated securities class action, and assert claims for violations of federal securities laws, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and/or waste of corporate assets. These lawsuits generally seek equitable relief and monetary damages. Each of the shareholder derivative actions has been stayed or the parties have jointly requested that the actions be stayed pending a decision regarding the anticipated motion to dismiss in the consolidated securities class action.

On March 18, 2022, a putative class action complaint, Malork v. Anderson et al. (C.A. No. 2022-0260- KSJM), was filed in the Delaware Court of Chancery against certain officers and directors of DCRB, DCRB’s sponsor, and certain investors in DCRB’s sponsor, alleging that the director defendants and controlling stockholders of DCRB’s sponsor breached their fiduciary duties in connection with the merger between DCRB and Legacy Hyzon. The complaint seeks equitable relief and monetary damages. On May 26, 2022, the defendants in this case moved to dismiss the complaint. On August 2, 2022, the plaintiff filed an amended complaint. Defendants filed a motion to dismiss the amended complaint on August 15, 2022. Briefing on the motion to dismiss is now complete, and oral argument occurred on April 21, 2023. On July 17, 2023, the Delaware Court of Chancery denied the defendants’ motion to dismiss the complaint.

Between January 26, 2022 and August 22, 2022, Hyzon received demands for books and records pursuant to Section 220 of the Delaware General Corporation Law from four stockholders who state they are investigating whether to file similar derivative or stockholder lawsuits, among other purposes. On May 31, 2022, one of these four stockholders represented that he had concluded his investigation and did not intend to file a complaint. On November 18, 2022, a second of the four stockholders filed a lawsuit in the Delaware Court of Chancery (Abu Ghazaleh v. Decarbonization Plus Acquisition Sponsor, LLC et al. (C.A. No. 2022-1050)), which was voluntarily dismissed shortly thereafter on December 1, 2022. On February 13, 2023, a third of these four stockholders filed a derivative lawsuit in the Delaware Court of Chancery (Kelley v. Knight et al. (C.A. No. 2023-0173)). The complaint asserts claims for breach of fiduciary duty and generally alleges that the individual defendants breached their fiduciary duties by making or failing to prevent misrepresentations including those alleged in the consolidated securities class action and the report released by Blue Orca Capital. As with the previously filed stockholders derivative lawsuits, the complaint seeks equitable relief and monetary damages. On April 17, 2023, the Court entered an order staying this action pending a decision on the anticipated motion to dismiss in the consolidated securities class action.

On April 18, 2023, the Company received a demand for books and records pursuant to Section 220 of the Delaware General Corporation Law from a stockholder seeking to investigate possible breaches of fiduciary duty or other misconduct or wrongdoing by the Company's controlling stockholder, Hymas Pte. Ltd. ("Hymas"), Hyzon's Board of Directors (the "Board") and/or certain members of Hyzon's senior management team in connection with the Company's entrance into (i) an equity transfer agreement (the "Equity Transfer") with certain entities affiliated with the Company, and (ii) the share buyback agreement with the Hymas (the "Share Buyback" and, together with the Equity Transfer, the "Transactions") as reported by the Company in its Form 8-K filed on December 28, 2022.

The above proceedings are subject to uncertainties inherent in the litigation process. The Company cannot predict the outcome of these matters or estimate the possible loss or range of possible loss, if any at this time.

Government Investigations

On January 12, 2022, the Company announced it received a subpoena from the SEC for production of documents and information, including documents and information related to the allegations made in the September 28, 2021 report issued by Blue Orca Capital. The Company received two additional subpoenas in connection with the SEC’s investigation on August 5, 2022 and August 10, 2022. On October 31, 2022, the U.S. Attorney’s Office for the Southern District of New York (“SDNY”) notified the Company that it is also investigating these matters. The Company is cooperating and will continue to cooperate with these and any other regulatory or governmental investigations or inquiries, and has commenced preliminary discussions with the SEC related to a potential resolution of their investigation. On June 13, 2023, the Company received a “Wells Notice” from the SEC Staff, informing the Company that the SEC Staff had made a preliminary determination to recommend that the SEC file a civil enforcement action against the Company alleging violations of certain provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. A Wells Notice is not a formal allegation or a finding of wrongdoing, but is a preliminary determination by the SEC Staff to recommend to the SEC that a civil enforcement action or administrative proceeding be brought against the recipient. Discussions with the SEC Staff regarding a potential resolution of the SEC investigation have been and remain ongoing. Based upon management’s assessment of the SEC investigation, the Company has accrued a $22.0 million loss contingency in the second quarter of 2023, of which $7.0 million is recorded in Accrued liabilities and $15.0 million in Other liabilities in the unaudited interim Consolidated Balance Sheets. There is no assurance that this $22.0 million loss contingency will be adequate to resolve matters covered by the SEC investigation. Further, the Company cannot predict the ultimate outcome or timing of the SEC and the SDNY investigations or inquiries, what if any actions may be taken by the SEC or the SDNY, or the effect that such actions may have on the business, prospects, operating results and financial condition. The resolution of the SEC investigation or other regulatory proceedings could have a material impact on the Company’s liquidity and the Company’s ability to continue as a going concern if a significant monetary payment is agreed and paid or if the matter proceeds to litigation and a judgment is rendered against the Company.

Delaware Court of Chancery Section 205

On February 13, 2023, the Company filed a petition under the caption In re Hyzon Motors Inc., C.A. No. 2023-0177-LWW (Del. Ch) in the Delaware Court of Chancery pursuant to Section 205 of the Delaware General Corporation Law (“DGCL”), which permits the Court of Chancery, in its discretion, to validate potentially defective corporate acts due to developments regarding potential interpretations of the DGCL stemming from the Court’s recent decision in Garfield v. Boxed, Inc., 2022 WL 17959766 (Del. Ch. Dec. 27, 2022). On March 6, 2023, the Court of Chancery granted our petition, holding that any defects that may have existed with respect to the conduct of the Special Meeting of Shareholders held on July 15, 2021, to approve the increase in the Company’s authorized share capital were ratified as of the meeting.

The Company continues to believe that, notwithstanding the relief the Delaware Court of Chancery granted to the Company under Section 205, at the time of DCRB Shareholder Meeting on July 16, 2021, the increase in the Company’s authorized share capital was validly approved by DCRB’s shareholders under Delaware law.

Customer and Supplier Disputes

From time to time, the Company is subject to various commercial disputes or claims with its customers or suppliers. In January 2023, Duurzaam Transport B.V. and H2 Transport B.V., both private limited companies in the Netherlands and customers of the Company’s European subsidiary, Hyzon Motors Europe B.V. (“Hyzon Europe”), filed an attachment with the local Dutch court. The initial attachment claimed that Hyzon Europe was liable for liquidated and consequential damages stemming from Hyzon Europe allegedly not delivering trucks as contracted. The initial attachment placed a lien on the assets of Hyzon Europe. Following the attachments, Duurzaam Transport B.V. and H2 Transport B.V. initiated proceedings on the merits in February 2023. The dispute was settled without any party admitting liability, and the Company made a payment of €2.1 million (approximately $2.3 million in USD) in April 2023, which was recorded in Accrued liabilities in the Consolidated Balance Sheets as of December 31, 2022.

On July 28, 2023, Worthington Industries Poland SP.Z.O.O, a Hyzon Europe supplier, filed a complaint in the Amsterdam District Court in the Netherlands, against Hyzon Europe for breach of contract and obtained an attachment covering Hyzon Europe’s bank accounts. The complaint seeks damages from Hyzon Europe totaling €4.6 million (approximately $5.0 million in USD). The Company is awaiting receipt of the formal complaint from the Dutch court. The Company intends to vigorously defend itself against this claim.

Regardless of outcome, such proceedings or claims can have an adverse impact on the Company because of legal defense and settlement costs, the Company’s obligations to indemnify third parties, diversion of resources, and other factors, and there can be no assurances that favorable outcomes will be obtained. Based on the early-stage nature of these cases, the Company cannot predict the outcome of these currently outstanding customer and supplier dispute matters or estimate the possible loss or range of possible loss, if any.

Nasdaq Minimum Bid Price Requirement

On May 8, 2023, the Company received a notice letter from The Nasdaq Stock Market LLC notifying the Company that, because the minimum bid price per share for its common stock was below $1.00 for 30 consecutive business days preceding the date of the Notice, the Company did not meet the $1.00 per share minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1).

On July 26, 2023, the Company received a letter from Nasdaq notifying the Company that it had regained compliance with Nasdaq Listing Rule 5450(a)(1) as a result of the closing bid price of the Company’s common stock being at $1.00 per share or greater for the 10 consecutive business days from July 12, 2023 through July 25, 2023. Accordingly, the Company is in compliance with the Minimum Bid Price Requirement and the matter is now closed.

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Note 13. Stock-based Compensation Plans

The following table summarizes the Company’s stock option, Restricted Stock Unit (“RSU”) and Performance Stock Units (“PSUs”) activity:

						Stock Options																								RSUs & PSUs
						Number of Options						Weighted Average Exercise Price						Weighted Average Remaining Contractual (Years)						Aggregate Intrinsic Value (in 000s)						Number of RSUs & PSUs						Weighted Average Grant Date Fair Value
Outstanding at December 31, 2022						19,536,904						$	1.51					12.00						5,972						6,268,193						$	2.81
Granted						—						$	—					—						—						9,169,694						$	0.92
Exercised or released						—						$	—					—						—						(315,367)						$	4.62
Forfeited/Cancelled						(370,567)						$	1.98					—						—						(1,099,778)						$	3.16
Outstanding at June 30, 2023 (1)						19,166,337						$	1.67					11.68						—						14,022,742						$	1.51
Vested and expected to vest, June 30, 2023						13,628,837						$	1.20					11.34						—						14,022,742						$	1.51
Exercisable and vested at June 30, 2023						12,555,643						$	1.14					11.81						—						—

(1)As of June 30, 2023, the 14.0 million restricted shares outstanding include 11.2 million RSUs and 2.8 million PSUs”.

As of June 30, 2023, there was $1.5 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 3.43 years.

RSUs granted under the Company’s equity incentive plans typically vest over one to four-year period beginning on the date of grant. RSUs will be settled through the issuance of an equivalent number of shares of the Company’s common stock and are equity classified.

During the three months ended June 30, 2023, the Company granted PSUs to certain members of management, which vest over a three-year period beginning on the date of grant. Subject to the achievement of performance goals during a performance period outlined by the Compensation Committee of the Board of Directors, upon vesting, the PSUs are exchanged for a number of shares of common stock equal to the target number of PSUs multiplied by a factor between 0% and 150%. The actual number of units that ultimately vest may equal, exceed, or be less than the targeted number of shares based on the level of achievement of performance goals over the performance period and continued employment with the Company. Performance goals are based on a combination of internal company, functional and individual employee performance metrics. The Company adjusts the expense recognized based on the likelihood of future achievement of the performance metric. If the performance metrics are not achieved by the outlined performance period, the awards are forfeited.

The total fair value of RSUs and PSUs is determined based upon the stock price on the date of grant. As of June 30, 2023, unrecognized compensation costs related to unvested RSUs and PSUs of $18.0 million is expected to be recognized over a remaining weighted average period of 2.68 years.

Earnout to Other Equity Holders

Certain earnout awards to other equity holders accounted for under ASC 718, Compensation - Stock Compensation were vested at the time of grant, and therefore recognized immediately as compensation expense, and certain earnout awards vest over future periods. Total compensation expense related to these awards was $0.1 million for the three and six months ended June 30, 2023. Total compensation expense related to these awards was $0.8 million and $0.9 million for the three and six months ended and June 30, 2022, respectively. Certain earnout awards to other equity holders contained performance and market-based vesting conditions, and as the performance conditions are not deemed probable at June 30, 2023, no compensation expense has been recorded related to these awards.

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Note 14. Stockholders' Equity

Common Stock

The Company is authorized to issue 400,000,000 shares of common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At June 30, 2023 and December 31, 2022, there were 244,708,119 and 244,509,208 shares of Class A common stock issued and outstanding, respectively.

Warrants

At June 30, 2023 and December 31, 2022, there were 11,013,665 Public Warrants and 8,014,500 Private Placement Warrants, for a total of 19,028,165 warrants outstanding. At June 30, 2023 and December 31, 2022, there were 170,048 Ardour Warrants outstanding.

Note 15. Related Party Transactions

Horizon IP Agreement

In January 2021, the Company entered into an intellectual property agreement (the “Horizon IP Agreement”) with Jiangsu Qingneng New Energy Technologies Co., Ltd. and Shanghai Qingneng Horizon New Energy Ltd. (together, “JS Horizon”) both of which are subsidiaries of the Company’s ultimate parent, Horizon. In September 2021, Jiangsu Horizon Powertrain Technologies Co. Ltd. (“JS Powertrain”) was an added party to the agreement. Pursuant to the agreement the parties convey to each other certain rights in intellectual property relating to Hyzon’s core fuel cell and mobility product technologies, under which Hyzon was to pay JS Horizon and JS Powertrain a total fixed payment of $10.0 million. The full $10.0 million has been paid, $6.9 million was paid in 2021 and the remaining $3.1 million was paid in February 2022.

The Company, JS Horizon, and JS Powertrain have begun discussions to amend the IP Agreement.

Related Party Payables and Receivables

Horizon Fuel Cell Technologies and Related Subsidiaries

The Company made deposit payments to Horizon and its subsidiaries to secure fuel cell components. As of June 30, 2023, the deposit balance was $4.4 million and included within Prepaid expenses and other current assets in the unaudited interim Consolidated Balance Sheets.

Certain employees of Horizon and its subsidiaries provide research and development, staff training, and administrative services to the Company. Based on an analysis of the compensation costs incurred by Horizon and an estimate of the proportion of effort spent by such employees on each entity, an allocation of $0.2 million and $0.5 million in the Company’s unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss) related to such services for the three and six months ended June 30, 2022, respectively. There were no such activities for the three and six months ended June 30, 2023.

As of June 30, 2023, the related party payable, net to Horizon and its subsidiaries is $0.1 million. The related party receivable, net from Horizon and its subsidiaries was $6.1 million as of December 31, 2022. The related party receivable, net at December 31, 2022 primarily relates to the divestiture of Hyzon Motors Technology (Guangdong) Co., Ltd. (“Hyzon Guangdong”), which was subsequently renamed to Guangdong Qingyun Technology Co. Ltd. (“Guangdong Qingyun”). In April 2023, the Company received $6.4 million to settle the related party receivable associated with the divestiture of Hyzon Guangdong.

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Note 16. Income (Loss) per share

The following table presents the information used in the calculation of the Company’s basic and diluted net income (loss) per share attributable to Hyzon common stockholders (in thousands, except per share data):

			Three Months Ended June 30,									Six Months Ended June 30,
			2023						2022			2023						2022
Net income (loss) attributable to Hyzon			$	(60,248)					$	41,999		$	(90,496)					$	35,476
Weighted average shares outstanding:
Basic			244,628						248,056			244,585						247,999
Effect of dilutive securities			—						10,209			—						10,773
Diluted			244,628						258,265			244,585						258,772
Net income (loss) per share attributable to Hyzon:
Basic			$	(0.25)					$	0.17		$	(0.37)					$	0.14
Diluted			$	(0.25)					$	0.16		$	(0.37)					$	0.14

Potentially dilutive shares are excluded from the computation of diluted net income (loss) per share when their effect is antidilutive. The potential dilutive securities are summarized as follows (in thousands):

			Three Months Ended June 30,												Six Months Ended June 30,
			2023						2022						2023						2022
Restricted stock units & Performance stock units			14,023						1,591						14,023						965
Stock options with service conditions			11,857						188						11,857						188
Stock options for former CTO			1,772						—						1,772						—
Stock options with market and performance conditions			5,538						5,538						5,538						5,538
Private placement warrants			8,015						8,015						8,015						8,015
Public warrants			11,014						11,014						11,014						11,014
Earnout shares			23,250						23,250						23,250						23,250
Hongyun warrants			31						31						31						31
Ardour warrants			170						—						170						—

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provide information that management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. This discussion is intended to supplement, and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2022 Annual Report filed on Form 10-K. Unless the context otherwise requires, all references in this section to “Hyzon”, “we”, “us”, and “our” are intended to mean the business and operations of Hyzon Motors Inc. and its consolidated subsidiaries.

Overview

Headquartered in Honeoye Falls, New York, with major operations in the United States, the Netherlands, and Australia. We provide decarbonized solutions primarily for the commercial vehicle market and hydrogen supply infrastructure. We are commercializing our proprietary fuel cell technology through assembling and upfitting heavy duty (“HD”) hydrogen fuel cell electric vehicles (“FCEVs”). When we refer to “assembling” or “converting” our FCEVs, we generally mean integrating our fuel cells and fuel cell stacks with batteries, electric motors, and other components into a chassis to form a completed FCEV that we sell. When we “upfit” a vehicle, we generally mean that we provide services to transform a customer's internal combustion engine (“ICE”) vehicle into a FCEV.

Vehicles and Vehicle Platforms

Our commercial vehicle business is focused primarily on assembling and converting FCEVs. Our new strategy takes a focused approach by designing and developing one vehicle platform in each region to conform with regional regulations and customer preferences. Our strategy to manufacture fuel cells in-house and work with third-party vehicle assemblers is intended to enable us to maintain an asset-light business model, lower production costs, and ultimately lower total cost of ownership (“TCO”) for the customer - a prerequisite for scaling deployments of HD and medium duty (“MD”) trucks with customers.

On-road, our potential customers include shipping and logistics companies and retail customers with large distribution networks, such as grocery retailers, food and beverage companies, waste management companies, and municipality and government agencies around the world. Off-road, our potential customers include mining, material handling and port equipment manufacturers and operators. Our initial targeted customers often employ a “back-to-base” model where their vehicles return to a central base or depot between operations, thereby allowing operators to have fueling independence as the necessary hydrogen can be produced locally at or proximate to the central base and dispensed at optimally-configured hydrogen refueling stations. Hyzon may expand its range of products and hydrogen solutions as the transportation sector increasingly adopts hydrogen propulsion and investments are made in hydrogen production and related infrastructure in accordance with our expectations.

We plan to expand our integration activities across rail, aviation, mobile power and other applications in the future. We expect the opportunities in these sectors to continue to expand with the rapid technological advances in hydrogen fuel cells and the increasing investments in hydrogen production, storage and refueling infrastructure around the world.

Fuel and Infrastructure

Our hydrogen supply infrastructure business is focused on building and fostering a clean hydrogen supply ecosystem with partners and third parties from feedstock through hydrogen production, dispensing and financing. We collaborate with strategic partners on development, construction, operation, and ownership of hydrogen production facilities and refueling stations in each major region of our operations, which we intend to complement our back-to-base model and near-term fleet deployment opportunities.

Key Trends and Uncertainties

We believe that our performance and future success depends on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in Part I, Item 1A. “Risk Factors” in our Annual Report filed on Form 10-K for the year ended December 31, 2022.

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Commercial Launch of Hyzon-branded commercial vehicles and other hydrogen solutions

We reported no revenue for the three and six months ended June 30, 2023. We reported negligible and $2.9 million of revenue from hydrogen fuel cell system sales in the United States and FCEVs in China for the three and six months ended June 30, 2022, respectively. Our business model has yet to be proven. Prior to full commercialization of our commercial vehicle business at scale, we must complete the construction of required manufacturing facilities for our fuel cell components and systems, and we must achieve research and development milestones. Furthermore, we must establish or invest in companies that will establish or operate facilities capable of producing our hydrogen fuel cell systems and leverage third-party vehicle manufacturers to assemble our hydrogen-powered commercial vehicles in appropriate volumes and at competitive costs.

Until we can generate sufficient additional revenue from our commercial vehicle business, we expect to finance our operations through equity and/or debt financing. The amount and timing of our future funding requirements will depend on many factors, including the pace and results of our development efforts. We expect that any delays in the successful completion of our manufacturing facilities, availability of critical parts, and/or validation and testing will impact our ability to generate revenue and potentially our ability to raise equity and/or debt financing.

Hydrogen Production & Supply Infrastructure

We continue to explore opportunities for fostering an end-to-end hydrogen ecosystem delivery model, with a partner-driven approach to design, build, own, and operate hydrogen production hubs and downstream dispensing infrastructure expected to provide zero-to-negative carbon intensity hydrogen at below diesel-parity cost structures supporting Hyzon vehicle fleet deployments. We intend to continue forming additional partnerships across the full hydrogen spectrum with production and dispensing value chain in each major region in which we operate that will be designed to ensure that the hydrogen fuel required is available at the cost and carbon intensity requirements to drive fleet conversions to Hyzon hydrogen FCEVs. Because we have a partner-driven approach, we are naturally reliant upon our partners’ and other industry participants' performance in fulfilling the obligations that we depend on for delivery of each segment of that value chain. Additionally, consistent with other construction projects, there are risks related to realized construction cost and schedule that can impact final cost to produce and deliver hydrogen and timing of that delivery, along with the availability of feedstock near our vehicle fleet deployments. We intend to manage these risks by partnering or collaborating with our partners and industry participants to drive down construction cost and achieve on-time scheduled performance.

Continued Investment in Innovation

We believe that we are an industry-leading hydrogen technology company with the most efficient and reliable fuel cell powertrain technologies and a compelling product and service offering. Our financial performance will be significantly dependent on our ability to maintain this position. We expect to incur substantial and increasing research and development expenses as a result. We dedicate significant resources towards research and development, and invest heavily in recruiting talent, especially for vehicle design, vehicle software, fuel cell system, and electric powertrain. We expect to continue to recruit and retain talented personnel to grow our strength in our core technologies. We expect to incur additional stock-based compensation expenses as we support our growth and status as a publicly traded company. We expect our strategic focus on innovation will further solidify our leadership position.

Customer Demand

We are continually seeking to expand our customer base; however, we are focusing on a few major customers and we expect to follow this strategy for the next several years. These customers will mostly employ a back-to-base model in the early adoption phase of FCEVs. While we focus on back-to-base or regional customers, we expect to expand our target customer focus to include longer-haul truck and bus segments, additional vehicle classes, mobile power, and incremental mobility applications (e.g., rail, aviation) for customers around the world.

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Supplier Relationships

We depend on third parties, including our majority beneficial shareholder and parent company Horizon, for supply of key inputs and components for our products, such as fuel cells and automotive parts. We intend to negotiate potential relationships with industry-leading OEMs to supply chassis for our Hyzon-branded vehicles but do not yet have any binding agreements and there is no guarantee that definitive agreements will be reached. Even if we reach such agreements, such suppliers, including Horizon, may be unable to deliver the inputs and components necessary for us to produce our hydrogen-powered commercial vehicles or hydrogen fuel cell systems at prices, volumes, and specifications acceptable to us. If we are unable to source required inputs and other components from third parties on acceptable terms, it could have a material adverse effect on our business and results of operations.

The automotive industry continues to face supply chain disruptions. We are experiencing increases in both the cost of and time to receive raw materials, such as semiconductors and chassis. Any such increase or supply interruptions could materially negatively impact our business, prospects, financial condition and operating results. Many of the parts for our products are sourced from suppliers in China and the manufacturing situation in China remains uncertain.

Market Trends and Competition

The last ten years have seen increased development of alternative energy solutions in the transportation space. We believe this growth will continue to accelerate as increased product offerings, technological developments, reduced costs, additional supporting infrastructure, and increased global focus on climate goals drive broader adoption.

We believe that commercial vehicle operators, one of our initial target markets, will be driven towards hydrogen-powered commercial vehicles not only by the need and desire to decarbonize activities, but also by the potential benefits of lower TCO in comparison to the cost of ownership associated with traditional gasoline and diesel internal combustion engines. Hyzon believes that it has identified a pathway to TCO parity with diesel vehicles with the benefit of subsidies.

Our fuel cell technology can be deployed across a broad range of mobility applications, including on-road, off-road, rail, maritime and aviation.

The competitive landscape for our commercial vehicles ranges from vehicles relying on legacy internal combustion engines, to extended range electric and battery electric engines, to other hydrogen fuel cell and alternative low-to-no carbon emission propulsion vehicles. Competitors include well established vehicle companies already deploying vehicles with internal fuel cell technology and other HD vehicle companies that have announced their plans to offer fuel cell trucks in the future. We also face competition from other fuel cell manufacturers. We believe that our company is well positioned to capitalize on growth in the demand for alternative, low-to-no carbon emission propulsion vehicles due to the numerous benefits of hydrogen power, including hydrogen’s abundance, ability to be produced locally, and the generally faster refueling times for hydrogen-powered commercial vehicles as compared to electricity-powered vehicles. However, in order to successfully execute our business plan, we must continue to innovate and convert successful research and development efforts into differentiated products, including new commercial vehicle models.

Our current and potential competitors may have greater financial, technical, manufacturing, marketing, and other resources. Our competitors may be able to deploy greater resources to the design, development, manufacturing, distribution, promotion, sales, marketing, and support of their internal combustion, alternative fuel and electric truck programs.

Regulatory Landscape

We operate in a highly regulated industry. The failure to comply with laws or regulations, including but not limited to rules and regulations covering vehicle safety, emissions, dealerships, and distributors, could subject us to significant regulatory risk and changing laws and regulations and changing enforcement policies and priorities could adversely affect our business, prospects, financial condition and operating results. We may also be required to obtain and comply with the terms and conditions of multiple environmental permits, many of which are difficult and costly to obtain and could be subject to legal challenges. We depend on global customers and suppliers, and adverse changes in governmental policy or trade regimes could significantly impact the competitiveness of our products. Changes to applicable tax laws and regulations or exposure to additional income tax liabilities could affect our business and future profitability. See the section entitled “Government Regulations” in Part I, Item 1. “Business” in our Annual Report filed on Form 10-K for the year ended December 31, 2022.

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Results of Operations

The following table sets forth our historical operating results for the periods indicated (in thousands):

						Three Months Ended June 30,																					Six Months Ended June 30,
						2023						2022						$ Change			% Change						2023						2022						$ Change			% Change
Revenue						$	—					$	46					$	(46)		(100)		%				$	—					$	2,934					$	(2,934)		(100)		%
Operating expense:
Cost of revenue						2,410						1,370						1,040			76						3,248						2,023						1,225			61
Research and development						12,597						10,483						2,114			20						21,937						17,419						4,518			26
Selling, general, and administrative						49,098						20,065						29,033			145						79,955						39,817						40,138			101
Total operating expenses						64,105						31,918						32,187			101						105,140						59,259						45,881			77
Loss from operations						(64,105)						(31,872)						(32,233)			101						(105,140)						(56,325)						(48,815)			87
Other income (expense):
Change in fair value of private placement warrant liability						160						8,415						(8,255)			(98)						801						9,938						(9,137)			(92)
Change in fair value of earnout liability						916						66,096						(65,180)			(99)						7,336						69,337						(62,001)			(89)
Gain (loss) on equity securities						—						(2,448)						2,448			(100)						—						10,082						(10,082)			(100)
Foreign currency exchange gain (loss) and other expense, net						280						(1,454)						1,734			(119)						1,430						(2,604)						4,034			(155)
Investment income and interest income, net						2,494						54						2,440			4519						5,060						71						4,989			7027
Total other income (expense)						3,850						70,663						(66,813)			(95)						14,627						86,824						(72,197)			(83)
Net income (loss) before income taxes						$	(60,255)					$	38,791					$	(99,046)		(255)		%				$	(90,513)					$	30,499					$	(121,012)		(397)		%
Income tax expense						—						—						—			—						—						526						(526)			(100)
Net income (loss)						$	(60,255)					$	38,791					$	(99,046)		(255)		%				$	(90,513)					$	29,973					$	(120,486)		(402)		%
Less: Net loss attributable to noncontrolling interest						(7)						(3,208)						3,201			(100)						(17)						(5,503)						5,486			(100)
Net income (loss) attributable to Hyzon						$	(60,248)					$	41,999					$	(102,247)		(243)		%				$	(90,496)					$	35,476					(125,972)			(355)		%

Three Months Ended June 30, 2023 and 2022

Revenue. Revenue represents sales of hydrogen FCEVs, fuel cell systems, and upfit services.

We did not generate revenue for the three months ended June 30, 2023. Revenue for the three months ended June 30, 2022 was negligible, and represents revenue from upfit services in Europe.

Operating Expenses. Operating expenses consist of Cost of revenue, Research and development expenses and Selling, general and administrative expenses.

Operating expenses for the three months ended June 30, 2023 were $64.1 million compared to $31.9 million for the three months ended June 30, 2022.

Cost of Revenue. Cost of revenue includes direct materials, labor costs, allocated overhead costs related to the assembly and upfitting of hydrogen FCEVs, fuel cell systems, estimated warranty costs, and inventory write-downs.

Cost of revenue for the three months ended June 30, 2023 totaled $2.4 million primarily related to cost provisions accrued for customer contract activities and inventory write-downs in Europe. Cost of revenue for the three months ended June 30, 2022 totaled $1.4 million primarily related to cost provisions accrued for customer contract activities in Europe.

Research and Development Expenses. Research and development expenses represent costs incurred to support activities that advance the development of current and next generation hydrogen-powered fuel cell systems, the design and development of electric powertrain, and the integration of those systems into various mobility applications. Our research and development expenses consist primarily of employee-related personnel expenses, prototype materials and tooling, design expenses, consulting and contractor costs and an allocated portion of overhead costs.

Research and development expenses were $12.6 million and $10.5 million for the three months ended June 30, 2023 and 2022, respectively. The increase was primarily due to $1.9 million in higher personnel costs, which were incurred in order to enhance our research and development expertise in vehicle design, vehicle software, fuel cell systems, and electric powertrain. The remaining increase of $0.2 million was primarily related to materials used in research and development.

Selling, General, and Administrative Expenses. Selling expenses consist primarily of employee-related costs for individuals working in our sales and marketing departments, third-party commissions, and related outreach activities. General and administrative expenses consist primarily of personnel-related expenses associated with our executive, finance, legal, information technology, and human resources functions, as well as professional fees for legal, audit, accounting, and other consulting services, and an allocated portion of overhead costs.

Selling, general, and administrative expenses were $49.1 million and $20.1 million for the three months ended June 30, 2023 and 2022, respectively. The increase was primarily due to $26.2 million in higher legal, accounting and consulting fees incurred in connection with regulatory and legal matters, the SEC and regulatory investigations and other litigation. The increase includes a $22.0 million legal loss contingency accrual related to the SEC investigation, of which $7.0 million is recorded as current liabilities and $15.0 million in other long-term liabilities. In addition, we incurred $1.7 million in higher salary and related expenses and $1.1 million in other office related expenses to support business growth.

Change in Fair Value. Change in fair value represents non-cash gains or losses in estimated fair values of the private placement warrant liability, earnout liability, and investments in equity securities. Private placement warrant and earnout liabilities are remeasured at each balance sheet date. Equity securities are remeasured when there is an observable price adjustment in an orderly transaction for an identical or similar investment in the same investee entity.

Changes in estimated fair values of private placement warrant liability and earnout liability for the three months ended June 30, 2023 were $0.2 million and $0.9 million, respectively. Changes in estimated fair values of private placement warrant liability, earnout liability, and investments in equity securities for the three months ended June 30, 2022 were $8.4 million, $66.1 million, and $2.4 million, respectively. The change in the estimated fair values of the private placement warrant liability and earnout liability were indirectly affected by the period over period decrease in the Company’s share price. The 2022 $2.4 million decrease in equity securities represents the impairment of NRG. There were no equivalent observable price changes or impairments in equity securities requiring fair value remeasurement for the three months ended June 30, 2023.

Foreign Currency Exchange Gain (Loss) and Other Expense, net. Foreign currency exchange gain (loss) represents exchange rate gains and losses related to all transactions denominated in a currency other than our or our subsidiary’s functional currencies.

Foreign currency exchange gain was $0.4 million for the three months ended June 30, 2023 compared to a loss of $1.5 million in the three months ended June 30, 2022. The $0.4 million foreign currency exchange gain was partially offset by $0.1 million of other expense.

Investment Income and Interest Income, net. Investment income was $2.2 million and interest income, net was $0.3 million for the three months ended June 30, 2023, compared to interest income of $0.1 million for the three months ended June 30, 2022. Investment income for the three months ended June 30, 2023 relates to realized gains on short-term investments.

Income Tax Expense. We had no income tax expense for the three months ended June 30, 2023 and 2022.

Net Loss Attributable to Noncontrolling Interests. Net loss attributable to noncontrolling interests represents results attributable to third parties in our operating subsidiaries. Net loss is generally allocated based on such ownership interests held by third parties with respect to each of these entities.

Net loss attributable to noncontrolling interests was negligible and $3.2 million for the three months ended June 30, 2023 and 2022, respectively. The decrease is primarily because the Company acquired the remaining equity interests of Hyzon Europe from Holthausen Clean Technology Investments B.V. (“Holthausen”) in December 2022. The Company now holds 100% ownership in Hyzon Europe.

Six Months Ended June 30, 2023 and 2022

Revenue. We did not generate revenue for the six months ended June 30, 2023. Revenue for the six months ended June 30, 2022 was $2.9 million, and represents sales of fuel cell systems in the United States, FCEVs in China, and upfit services in Europe.

Operating Expenses. Operating expenses for the six months ended June 30, 2023 were $105.1 million compared to $59.3 million for the six months ended June 30, 2022.

Cost of Revenue. Cost of revenue for the six months ended June 30, 2023 totaled $3.2 million primarily related to cost provisions accrued for customer contract activities and inventory write-downs in Europe. Cost of revenue for the six months ended June 30, 2022 totaled $2.0 million primarily related to cost provisions accrued for customer contract activities in Europe.

Research and Development Expenses. Research and development expenses were $21.9 million and $17.4 million for the six months ended June 30, 2023 and 2022, respectively. The increase was primarily due to $3.5 million in higher personnel costs, which were incurred in order to enhance our research and development expertise in vehicle design, vehicle software, fuel cell systems, and electric powertrain.

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses were $80.0 million and $39.8 million for the six months ended June 30, 2023 and 2022, respectively. The increase was primarily due to $35.5 million in higher legal, accounting and consulting fees incurred in connection with regulatory and legal matters, including the Special Committee investigation, the SEC and regulatory investigations and other litigation. The increase includes a $22.0 million legal loss contingency accrual related to the SEC investigation, of which $7.0 million is recorded as current liabilities and $15.0 million in other long-term liabilities. In addition, we incurred $3.2 million in higher salary and related expenses, and $2.5 million in higher office expenses to support business growth. The increased expense is partially offset by $1.2 million in lower director and officer (“D&O”) insurance.

Change in Fair Value. Changes in estimated fair values of private placement warrant liability and earnout liability for the six months ended June 30, 2023 were $0.8 million and $7.3 million, respectively. Changes in estimated fair values of private placement warrant liability, earnout liability, and investments in equity securities for the six months ended June 30, 2022 were $9.9 million, $69.3 million, and $10.1 million, respectively. The change in the estimated fair values of the private placement warrant liability and earnout liability were indirectly affected by the period over period decrease in the Company’s share price. The 2022 $10.1 million increase in the estimated fair value in investments in equity securities represents a $12.5 million gain related to our equity investment in Raven SR offset by a $2.4 million impairment of our equity investment in NRG. There were no equivalent observable price changes or impairments in equity securities requiring fair value remeasurement for the six months ended June 30, 2023.

Foreign Currency Exchange Gain (Loss) and Other Expense, net. Foreign currency exchange gain was $1.6 million for the six months ended June 30, 2023 compared to a loss of $2.6 million in the six months ended June 30, 2022. The $1.6 million foreign currency exchange gain was partially offset by $0.2 million of other expense.

Investment Income and Interest Income, net. Investment income was $4.6 million and interest income, net was $0.4 million for the six months ended June 30, 2023, compared to interest income of $0.1 million for the six months ended June 30, 2022. Investment income for the six months ended June 30, 2023 primarily relates to realized gains on short-term investments.

Income Tax Expense. We had no income tax expense for the six months ended June 30, 2023. For the six months ended June 30, 2022, the Company recorded a net discrete tax expense of $0.5 million, primarily associated with the establishment of a deferred tax liability that is not expected to offset available deferred tax assets. The Company has cumulative net operating losses at the federal, foreign, and state levels and maintains a full valuation allowance, but for the deferred tax liability described above, against its deferred tax assets.

Net Loss Attributable to Noncontrolling Interests. Net loss attributable to noncontrolling interests was negligible and $5.5 million for the six months ended June 30, 2023 and 2022, respectively. The decrease is primarily because the Company acquired the remaining equity interests of Hyzon Europe from Holthausen in December 2022. The Company now holds 100% ownership in Hyzon Europe.

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Non-GAAP Financial Measures

In addition to our results determined in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), we believe the following non-GAAP measures are useful in evaluating our operational performance. We use the following non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors in assessing our operating performance.

EBITDA and Adjusted EBITDA

“EBITDA” is defined as net income (loss) before interest income or expense, income tax expense or benefit, and depreciation and amortization. “Adjusted EBITDA” is defined as EBITDA adjusted for stock-based compensation expense, change in fair value of private placement warrant liability, change in fair value of earnout liability, gain (loss) on equity securities and other special items determined by management, if applicable. EBITDA and Adjusted EBITDA are intended as supplemental measures of our performance that are neither required by, nor presented in accordance with, U.S. GAAP. We believe that the use of EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that when evaluating EBITDA and Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate in the same fashion.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with U.S. GAAP. We compensate for these limitations by relying primarily on our U.S. GAAP results and using EBITDA and Adjusted EBITDA on a supplemental basis. You should review the reconciliation of net loss to EBITDA and Adjusted EBITDA below and not rely on any single financial measure to evaluate our business.

The following table reconciles net income (loss) to EBITDA and Adjusted EBITDA (in thousands):

			Three Months Ended June 30,												Six Months Ended June 30,
			2023						2022						2023						2022
Net income (loss)			$	(60,255)					$	38,791					$	(90,513)					$	29,973
Interest (income) expense, net			(304)						(54)						(439)						(71)
Income tax expense			—						—						—						526
Depreciation and amortization			1,111						702						2,193						1,606
EBITDA			$	(59,448)					$	39,439					$	(88,759)					$	32,034
Adjusted for:
Change in fair value of private placement warrant liability			(160)						(8,415)						(801)						(9,938)
Change in fair value of earnout liability			(916)						(66,096)						(7,336)						(69,337)
(Gain) loss on equity securities			—						2,448						—						(10,082)
Stock-based compensation			1,628						1,859						2,987						3,052
Regulatory and legal matters (1)			25,894						2,773						33,636						5,503
Adjusted EBITDA			$	(33,002)					$	(27,992)					$	(60,273)					$	(48,768)

(1)Regulatory and legal matters include legal, advisory, and other professional service fees incurred in connection with the short-seller analyst article from September 2021, and investigations and litigation related thereto. Also, includes legal loss contingency accrual of $22.0 million from discussions with the SEC regarding potential resolution of the SEC investigation.

Free Cash Flow

In addition to reporting our cash flow generation and usage based upon the operating, investing, and financing classifications included in the unaudited interim Consolidated Statements of Cash Flows, we also report free cash flow, a non-GAAP measure which represents net cash used in operating activities less capital expenditures. We believe free cash flow is an important measure of operating performance because it provides management and investors with a measure of cash that is available for mandatory payment obligations and investment opportunities.

The following table reconciles cash flow used in operating activities to our free cash flow (in thousands):

						Three Months Ended June 30,												Six Months Ended June 30,
						2023						2022						2023						2022
Cash flow used in operating activities						$	(36,045)					$	(38,784)					$	(82,058)					$	(68,880)
Less: Capital expenditures						(1,223)						(3,757)						(2,684)						(7,652)
Free cash flow						$	(37,268)					$	(42,541)					$	(84,742)					$	(76,532)

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Liquidity

The Company incurred net losses of $60.3 million and $90.5 million for the three and six months ended June 30, 2023. The Company reported net income of $38.8 million and $30.0 million for the three and six months ended June 30, 2022, respectively. Net cash used in operating activities was $82.1 million and $68.9 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, we had $140.5 million in unrestricted cash and cash equivalents, $31.9 million in short-term investments, and positive net working capital of $185.8 million. We believe that our current cash balance, including cash equivalents and short term investments, will provide adequate liquidity during the 12-month period from the issuance date of these unaudited interim consolidated financial statements.

As an early-stage growth company, the Company expects to continue to incur net losses in the near-term. The Company commenced its internal restructuring efforts in 2022, focusing on advancing its proprietary fuel cell technology, developing and commercializing a single HD FCEV commercial vehicle platform in each region, and leveraging third-party contracted manufacturers and assemblers where possible to streamline our operations and maximize cash and capital efficiency. Until the Company can generate sufficient revenue from product sales and upfit services to cover operating expenses, working capital, and capital expenditures, the Company will need to raise additional capital. The Company expects to fund cash needs through a combination of equity and/or debt financing, alliances or other partnership agreements with entities interested in our technologies, and the liquidation of certain inventory balances. There can be no assurance that any such financing can be realized by the Company, or if realized, what the terms thereof may be, or that any amount that the Company is able to raise will be adequate to support the Company’s working capital requirements and/or fuel cell technology advancement. If the Company cannot raise additional funds when needed, our financial condition, business, prospects, and results of operations could be materially adversely affected. In addition, the Company is subject to, and may become a party to, a variety of litigation, other claims, suits, indemnity demands, regulatory actions, and government investigations and inquiries in the ordinary course of business. The outcome of litigation and other legal proceedings, including the other claims described under Legal Proceedings in Note 12. Commitments and Contingencies, are inherently uncertain, and adverse judgments or settlements in some or all of these legal disputes may result in materially adverse monetary damages or injunctive relief against us. Specifically, the resolution of the SEC investigation or other regulatory proceedings could have a material impact on the Company’s liquidity and the Company's ability to continue as a going concern if a significant monetary payment is agreed and paid or if the matter proceeds to litigation and a judgment is rendered against the Company.

These unaudited interim consolidated financial statements have been prepared by management in accordance with U.S. GAAP and this basis assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. These unaudited interim consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. As of the date of this Quarterly Report on Form 10-Q, management believes that the Company’s existing financial resources will be sufficient to execute its operating priorities for the next 12 months following the issuance date of these unaudited interim consolidated financial statements. As of July 31, 2023, unrestricted cash, cash equivalents, and short-term investments were approximately $158 million.

Short-Term Liquidity Requirements

As of the date of this filing, we believe our available liquidity and capital resources will be sufficient to continue to execute our business strategy over at least the next twelve-month period. Given the challenging capital market environment that exists today, the Company is actively assessing scenarios to further streamline operations and cash requirements including further integrating and centralizing global engineering, and supply chain and logistics to minimize the lag between inventory procurement and truck delivery to customers (amongst other optimizations).

The main tenants of our re-focused business strategy includes:

•completing the development and commercial launch of our focused FCEV HD truck platforms;

•completing customer trials of our FCEVs which we expect to lead to FCEV sales;

•delivering FCEVs to customers;

•expanding our contracted anchor customer pipeline;

•commercializing our 200kW single stack fuel cell system, and manufacturing facility in Bolingbrook, IL, USA;

•active management of our cost structure and balancing priorities, and;

•strategic hiring of critical personnel to deliver the above mentioned programs.

We have considered and assessed our ability to continue as a going concern for at least one year from the date of this filing. Our assessment included the preparation of cash flow forecasts taking into account actions already implemented. We considered additional actions within our control that we would implement, if necessary, to maintain liquidity and operations in the normal course of business. We have undertaken certain actions to further improve our cost structure, monthly cash burn rate, and strategic alignment along with our pathway to cash flow breakeven in the future:

•integrating our organization globally to drive efficiencies in all regions, including re-prioritization of hiring plans;

•eliminated research and development programs deemed not vital to fuel cell and vehicle platform commercialization in the near-term;

•reduced the number of vehicle platforms for development and deployment, focusing on core vehicle platforms (one developed in each region where we operate with global deployment potential);

•halted commercial vehicle deliveries in China and restructured some of our China operations to align with our revised global strategic and execution priorities, which included a staff reduction of 17 employees;

•conducted divestitures to monetize non-core assets or contracts and acquired 100% ownership of Hyzon Motors Europe to drive further operational efficiencies in our European operation;

•identified improvements in our business model that we expect to further reduce the working capital requirements for our fuel cell system manufacturing and vehicle assembling business;

•pursuing a path to dissolve non-core legal entities or joint venture relationships.

We have identified additional cash management levers available to us, which we are prepared to implement if necessary to extend liquidity balanced against impact to the business execution plan.

While we estimate such actions will be sufficient to allow us to maintain liquidity and our operations in the ordinary course for at least 12 months from the issuance of these unaudited interim consolidated financial statements, there can be no assurance that we will generate sufficient future cash flows from operations or substantially reduce our cash burn through the actions discussed above. We have based our estimates on assumptions that may prove to be wrong. We may need to obtain additional funds sooner or in greater amounts than we currently anticipate. Actual results could vary materially and negatively as a result of a number of factors, including but not limited to:

•our ability to manage the costs of manufacturing and servicing the FCEVs;

•revenue received from sales of our FCEVs and 200kW single stack fuel cell systems;

•the costs of expanding and maintaining our fuel cell manufacturing facility and equipment;

•our warranty claims expense should actual warranty claims differ significantly from estimates;

•the scope, progress, results, costs, timing and outcomes of the commercial development of our FCEV customer pipeline and conversion to contracts and deliveries;

•the timing and the costs involved in bringing our vehicles and 200kW single stack fuel cell systems to market;

•the costs of maintaining, expanding and protecting our intellectual property portfolio, including potential litigation costs and liabilities;

•the timely assembly of, delivery to customers, and performance of our FCEVs and 200kW single stack fuel cell systems for purposes of revenue recognition and expanding contracted revenue pipeline with customers;

•the costs of additional general and administrative personnel, including accounting and finance, legal, and human resources, as well as costs related to litigation, investigations, or settlements;

•other risks discussed in our 2022 Annual Report filed on Form 10-K the section entitled "Risk Factors".

Long-Term Liquidity Requirements

Until we can generate sufficient revenue from product sales and upfit services to cover operating expenses, working capital and capital expenditures, we will need to fund cash needs through a combination of equity and/or debt financing, alliances or other partnership agreements with entities interested in our technologies, and the liquidation of certain inventory balances. If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of our common stock. If we raise funds by issuing debt securities, these debt securities may have rights, preferences and privileges senior to those of holders of our common stock. The terms of debt securities or borrowings could impose significant restrictions on our operations. If we raise funds through collaborations and licensing arrangements, we might be required to relinquish significant rights to our technologies or products, or grant licenses on terms that are not favorable to us. The credit market and financial services industry have in the past, and may in the future, experience periods of upheaval that could impact the availability and cost of equity and debt financing. We do not have any committed sources of financing at this time, and it is uncertain whether additional funding will be available when we need it on terms that will be acceptable to us, or at all. There is no assurance that our plan to raise additional capital will be successful or successful within the time frame we projected.

While we intend to raise additional capital in the future, if adequate funds are not available, we will need to reevaluate our expansion plans or limit our research and development activities, which could have a material adverse impact on our business prospects.

Cash Flows

The following table is summarized from our unaudited interim Consolidated Statements of Cash Flows (in thousands):

						Six Months Ended June 30,
						2023						2022
Net cash used in operating activities						$	(82,058)					$	(68,880)
Net cash provided by (used in) investing activities						160,648						(7,652)
Net cash used in financing activities						(348)						(3,781)

Cash Flows for Six Months Ended June 30, 2023 and June 30, 2022

Cash Flows from Operating Activities

Net cash used in operating activities was $82.1 million for the six months ended June 30, 2023, as compared to $68.9 million for the six months ended June 30, 2022. The cash flows used in operating activities for the six months ended June 30, 2023 was primarily driven by a net loss of $90.5 million and adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash gain adjustments primarily consisted of changes in estimated fair value of the private placement warrant liability of $0.8 million, earnout liability of $7.3 million, foreign currency transaction gain of $1.6 million, and accretion of discount on available-for-sale debt securities of $1.4 million. These non-cash gain adjustments were partially offset by $3.0 million of stock-based compensation expense, $2.2 million in depreciation and amortization, $2.1 million for the write-down of inventory, and $1.1 million for impairment of property and equipment. Changes in operating assets and liabilities were primarily driven by increases of $14.9 million in other liabilities, $10.5 million in inventory balances, $6.0 million in net related party payables, $2.7 million in contract liabilities, and $0.9 million in accounts receivable and decreases of $6.8 million in prepaid expenses and other current assets, $6.0 million in accounts payable, $2.0 million in accrued liabilities, and $0.3 million in other assets.

Net cash used in operating activities for the six months ended June 30, 2022 was primarily driven by net income of $30.0 million adjusted for certain non-cash items and changes in operating assets and liabilities. Non-cash gain adjustments consisted of changes in estimated fair value of the private placement warrant liability of $9.9 million, earnout liability of $69.3 million, and equity securities of $12.5 million. These non-cash gain adjustments were partially offset by $3.1 million of stock-based compensation expense and $1.6 million in depreciation and amortization and $2.4 million in impairment of equity securities. Changes in operating assets and liabilities were primarily driven by a decrease of $1.8 million in prepayments for vehicle inventory, other supplier deposits and D&O insurance, an increase of $19.0 million in inventory balances, an increase in accrued liabilities of $4.4 million and a decrease in accounts receivable of $2.9 million.

Cash Flows from Investing Activities

Net cash provided by investing activities was $160.6 million for the six months ended June 30, 2023, as compared to $7.7 million of cash used in investing activities for the six months ended June 30, 2022. The cash flows provided by investing activities for the six months ended June 30, 2023 were primarily driven by $129.9 million of proceeds from maturities of short-term investments and $50.0 million of proceeds from the sale of short-term investments, offset by $16.6 million cash paid to purchase short-term investments and $2.7 million cash paid for property and equipment. The cash flows used in investing activities for the six months ended June 30, 2022 were primarily driven by $7.7 million cash paid for property and equipment.

Cash Flows from Financing Activities

Net cash used in financing activities was $0.3 million for the six months ended June 30, 2023, as compared to $3.8 million for the six months ended June 30, 2022. The cash flows used in financing activities for the six months ended June 30, 2023 were driven primarily by $0.2 million payment towards finance lease liability. The cash flows used in financing activities for the six months ended June 30, 2022 were driven primarily by a $3.1 million payment towards the Horizon IP Agreement.

Contractual Obligations and Commitments

For the six months ended June 30, 2023, there were no material changes outside the ordinary course of business within the Contractual Obligations table as previously disclosed in our Annual Report filed on Form 10-K for the year ended December 31, 2022.

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our financial condition or results of operations.

Critical Accounting Policies and Estimates

There have been no substantial changes to these estimates, or the policies related to them for the six months ended June 30, 2023. For a full discussion of these estimates and policies, see "Critical Accounting Policies and Estimates" in Item 7 of our Annual Report filed on Form 10-K for the year ended December 31, 2022.

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Emerging Growth Company Status

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. Hyzon elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, Hyzon, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard, until such time Hyzon is no longer considered to be an emerging growth company. At times, Hyzon may elect to early adopt a new or revised standard.

In addition, Hyzon intends to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, Hyzon intends to rely on such exemptions, Hyzon is not required to, among other things: (a) provide an auditor’s attestation report on Hyzon’s system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

Hyzon will remain an emerging growth company under the JOBS Act until the earliest of (a) the last day of Hyzon’s first fiscal year following the fifth anniversary of the closing of DCRB’s initial public offering, (b) the last date of Hyzon’s fiscal year in which Hyzon has total annual gross revenue of at least $1.235 billion, (c) the date on which Hyzon is deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which Hyzon has issued more than $1.0 billion in non-convertible debt securities during the previous three years.

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Material Transactions with Related Parties

Horizon IP Agreement

In January 2021, the Company entered into an intellectual property agreement (the “Horizon IP Agreement”) with Jiangsu Qingneng New Energy Technologies Co., Ltd. and Shanghai Qingneng Horizon New Energy Ltd. (together, “JS Horizon”) both of which are subsidiaries of the Company’s ultimate parent, Horizon. In September 2021, Jiangsu Horizon Powertrain Technologies Co. Ltd. (“JS Powertrain”) was an added party to the agreement. Pursuant to the agreement the parties convey to each other certain rights in intellectual property relating to Hyzon’s core fuel cell and mobility product technologies, under which Hyzon was to pay JS Horizon and JS Powertrain a total fixed payment of $10.0 million. The full $10.0 million has been paid, $6.9 million was paid in 2021 and the remaining $3.1 million was paid in February 2022.

Hyzon, JS Horizon and JS Powertrain have begun discussions to amend the IP Agreement.

Related Party Payables and Receivables

Horizon Fuel Cell Technologies and Related Subsidiaries

The Company made deposit payments to Horizon and its subsidiaries to secure fuel cell components. As of June 30, 2023, the deposit balance was $4.4 million and included within Prepaid expenses and other current assets in the unaudited interim Consolidated Balance Sheets.

Certain employees of Horizon and its subsidiaries provide research and development, staff training, and administrative services to the Company. Based on an analysis of the compensation costs incurred by Horizon and an estimate of the proportion of effort spent by such employees on each entity, an allocation of $0.2 million and $0.5 million in the Company’s unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss) related to such services for the three and six months ended June 30, 2022, respectively. There were no such activities for the three and six months ended June 30, 2023.

As of June 30, 2023, the related party payable, net to Horizon and its subsidiaries is $0.1 million. The related party receivable, net from Horizon and its subsidiaries was $6.1 million as of December 31, 2022. The related party receivable, net at December 31, 2022 primarily relates to the divestiture of Hyzon Motors Technology (Guangdong) Co., Ltd. (“Hyzon Guangdong”), which was subsequently renamed to Guangdong Qingyun Technology Co. Ltd. (“Guangdong Qingyun”). In April 2023, the Company received $6.4 million to settle the related party receivable associated with the divestiture of Hyzon Guangdong.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item.

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Item 4.    Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The term disclosure controls and procedures means controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Interim Chief Financial Officer to allow timely decisions regarding required disclosure.

We do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all instances of fraud due to inherent limitation of internal controls. Because of these inherent limitations there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Our Chief Executive Officer and Interim Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of June 30, 2023. Based on such evaluation, our Chief Executive Officer and Interim Chief Financial Officer have concluded that as of June 30, 2023 our disclosure controls and procedures were not effective because of the material weaknesses in internal control over financial reporting described below.

In light of the material weaknesses described below, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the ineffectiveness of our disclosure controls and procedures as well as material weaknesses in our internal control over financial reporting as of June 30, 2023, the unaudited interim consolidated financial statements for the periods covered by and included in this Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows as of and for the periods presented in conformity with U.S. GAAP.

(b) Material Weaknesses in Internal Control over Financial Reporting

While preparing the Company’s unaudited interim consolidated financial statements, our management concluded that the following material weaknesses in internal control over financial reporting disclosed in our Annual Report filed on Form 10-K for the year ended December 31, 2022 are not fully remediated:

•The Company did not demonstrate a commitment to attract, develop, and retain competent individuals in alignment with objectives and accordingly did not have sufficient qualified resources.

•The Company did not have an effective risk assessment process that successfully identified and assessed risks of material misstatement to ensure controls were designed and implemented to respond to those risks.

•The Company did not have an effective internal information and communication process to ensure that relevant and reliable information was communicated on a timely basis across the organization, to enable financial personnel to effectively carry out their financial reporting and internal control roles and responsibilities.

•The Company did not sufficiently establish structures, reporting lines and appropriate authorities and responsibilities in the pursuit of objectives.

As a consequence, the Company did not effectively design, implement and operate process-level control activities related to revenue recognition, complex accounting transactions, and the financial close process to mitigate risks to an acceptable level.

Because there is a reasonable possibility that material misstatements of the unaudited interim consolidated financial statements will not be prevented or detected on a timely basis, we concluded that these deficiencies represent material weaknesses in our internal control over financial reporting and that our internal control over financial reporting was not effective as of June 30, 2023.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. These deficiencies could result in misstatements to our financial statements that would be material and would not be prevented or detected on a timely basis.

(c) Remediation Plan and Status

With oversight from the Audit Committee and input from the Board of Directors, management has begun designing and implementing changes in processes and controls to remediate the material weaknesses described above. Management and the Board of Directors, including the Audit Committee, are working to remediate the material weaknesses identified herein. While the Company expects to take other remedial actions, actions taken to date include:

•strengthened the executive management team in a newly integrated global organization;

•hired additional finance and accounting personnel over time to augment our accounting staff, including third-party resources with the appropriate technical accounting expertise;

•engaged with external consultants with public company and technical accounting experience to facilitate accurate and timely accounting closes and to accurately prepare and review the consolidated financial statements and related footnote disclosures;

•established a Disclosure Committee and implemented controls and procedures for the disclosure of Company data and information, as well as roles and responsibilities for formal review and sign off process; and

•implemented a formal regional general manager consolidated financial statement review and certification process for each SEC filing.

•partial implementation of an enterprise resource planning system, the U.S. finance, inventory and procurement modules were implemented during the quarter ended June 30, 2023.

In addition to the remedial actions taken to date, the Company is taking, or plans to take, the following actions to remediate the material weaknesses identified herein:

•designing and implementing a comprehensive and continuous risk assessment process to identify and assess risks of material misstatements and to ensure that the impacted financial reporting processes and related internal controls are properly designed, maintained, and documented to respond to those risks in our financial reporting;

•further developing and implementing formal policies, processes and documentation procedures relating to financial reporting, including revenue recognition and other complex accounting matters, and consulting with independent accounting experts and advisors;

•formalizing the design of the processes and controls related to sales of our products and services, as well as vendor contracting, fuel cell acceptance, transfer of control of our products to customers, tracking our vehicles' post-sale performance, and archiving documentation in a central system; and

•completing ethics training globally and in addition, providing general public company periodic training for Company personnel, including on potential topics such as the responsibilities of a public company, the core values of the Company’s accounting and finance function, and best practices to implement those values.

As we work to improve our internal control over financial reporting, we will report regularly to the Company’s Audit Committee on the progress and results of the remediation plan, including the identification, status, and resolution of internal control deficiencies. We may modify our remediation plan and may implement additional measures as we continue to review, optimize and enhance our financial reporting controls and procedures in the ordinary course. We will not be able to fully remediate these material weaknesses until these steps have been completed and have been operating effectively for a sufficient period of time. If we are unable to successfully remediate the material weaknesses, or if in the future, we identify further material weaknesses in our internal control over financial reporting, we may not detect errors on a timely basis and our consolidated financial statements may be materially misstated.

(d) Changes in Internal Control over Financial Reporting

Except as described above, with respect to remedial actions taken to date, there were no other changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2023, that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1.    Legal Proceedings

The information set forth under Note 12. Commitments and Contingencies, to our unaudited interim consolidated financial statements of this Quarterly Report on Form 10-Q is incorporated by reference in answer to this item. Such information is limited to certain recent developments.

Item 1A.    Risk Factors

In addition to the other information discussed in this report, please consider the factors described in Part I, Item 1A. “Risk Factors” in our Annual Report filed on Form 10-K for the year ended December 31, 2022 that could materially affect our business, financial condition or future results. There have not been any material changes to the risk factors described in our 2022 Form 10-K, but these are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may adversely affect our business, financial condition or operating results.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of equity securities for the six months ended June 30, 2023 that were not registered under the Securities Act.

Item 3.    Defaults Upon Senior Securities

None.

Item 4.    Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

None.

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Item 6.    Exhibits

Exhibit Number						Description
3.1						Second Amended and Restated Certificate of Incorporation of Hyzon (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2021)
3.2						Amended and Restated Bylaws of Hyzon (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2021)
10.2#						Second Amendment between Hyzon and Parker Meeks, dated March 15, 2023, to Employment Agreement between Hyzon and Parker Meeks, dated June 7, 2021.
10.3#						Third Amendment between Hyzon and Parker Meeks, dated June 27, 2023, to Employment Agreement between Hyzon and Parker Meeks, dated June 7, 2021.
10.4#						Board of Directors Agreement between Hyzon and Andrea Farace, dated May 4, 2023.
10.5#						First Amendment between Hyzon and Andrea Farace, dated July 19, 2023, to Board of Directors Agreement between Hyzon and Andrea Farace, dated May 4, 2023.
10.6#						Board of Directors Agreement between Hyzon and Matthew Foulston, dated July 8, 2023.
10.7#						First Amendment between Hyzon and Matthew Foulston, dated July 20, 2023, to Board of Directors Agreement between Hyzon and Matthew Foulston, dated July 8, 2023.
31.1						Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
31.2						Certification of Interim Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
32.1*						Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
32.2*						Certification of Interim Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
101.INS						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

_________________________

*    This information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act.

** Certain provisions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K and will be supplementally provided to the SEC upon request.

#    Indicates management contract or compensatory arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Hyzon Motors Inc.
Date: August 8, 2023			By:			/s/ Parker Meeks
			Name:			Parker Meeks
			Title:			Chief Executive Officer (Principal Executive Officer)
Date: August 8, 2023			By:			/s/ Jiajia Wu
			Name:			Jiajia Wu
			Title:			Interim Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)

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