Filed Pursuant to Rule 424(b)(3)
Registration No. 333-258340
PROSPECTUS SUPPLEMENT NO. 71
(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 Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”)
on July 19, 2024 (the “Current Report”). Accordingly, we have attached the Current 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 July 18, 2024 the closing
price of our Class A Common Stock was $0.28 and the closing price for our public warrants was $0.02.
Investing in our securities involves risks that
are described in the “Risk Factors” section beginning on page 7 of the Prospectus, as well as those risk factors contained
in any amendments or supplements to the Prospectus and the documents included or incorporated by reference herein or therein.
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 July
19, 2024.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): July 19, 2024
Hyzon Motors Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39632 |
|
82-2726724 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification Number) |
| 599 S. Schmidt Road |
|
|
| Bolingbrook,
IL |
|
60440 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(585)-484-9337
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class A common stock, par value $0.0001 per share |
|
HYZN |
|
NASDAQ
Global Select Market |
| Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
HYZNW |
|
NASDAQ
Global Select Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement. |
Securities
Purchase Agreement
On July 19, 2024, Hyzon Motors Inc. (the “Company”) entered
into a securities purchase agreement (the “Purchase Agreement”) with certain investors (collectively, the “Purchasers”).
The Purchase Agreement relates to the sale and issuance in a registered direct offering (such sale and issuance, the “Offering”),
by the Company of an aggregate of: (i) 22,500,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the
“Common Stock”) and (ii) warrants to purchase up to 22,500,000 shares of Common Stock (the “Warrants”). The offering
price per share of Common Stock and accompanying Warrant is $0.20.
The Warrants are immediately exercisable at an exercise
price of $0.30 per share and will expire on the five year anniversary of the date of issuance. The Warrants also contain a reset of the
exercise price to a price equal to the lesser of (i) the then exercise price and (ii) the lowest volume weighted average price for the
five trading days immediately following the date we effect a reverse stock split. In no event will the exercise price of the Warrants
with respect to the reset of the exercise price be reduced below a floor price of $0.057. Upon such a reset, there will also be a proportionate
adjustment to the number of shares underlying the Warrants such that the aggregate exercise price payable under the Warrants, after taking
into account the decrease in the exercise price, will be equal to the aggregate exercise price prior to such adjustment.
The proportionate adjustment to the number of
shares underlying the Warrants described in the above paragraph included in the Warrants and that would result in an issuance of Common Stock and shares underlying
the Warrants in excess of 19.99% of our outstanding shares of Common Stock will be available only upon receipt of such stockholder
approval as may be required by the applicable rules and regulations of the Nasdaq Global Select Market or, upon the successful transfer
of the listing of our shares of Common Stock, the Nasdaq Capital Market, to permit the effectiveness of such adjustment provisions (the
“Warrant Stockholder Approval”). In the event that we are unable to obtain the Warrant Stockholder Approval, the proportionate
adjustment to the number of shares underlying the Warrants described in the above paragraph included in the Warrants will not be effective,
and therefore the Warrants may have substantially less value.
The closing of the Offering is expected to take
place on July 22, 2024, subject to the satisfaction of customary closing conditions. The Offering is expected to result in gross proceeds
to the Company of up to approximately $4.5 million. The Company intends to use the net proceeds from the Offering primarily for working
capital and general corporate purposes.
The Purchase Agreement contains customary representations, warranties
and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties,
and termination provisions. In the Purchase Agreement, the Company has agreed not to issue, enter into any agreement to issue or announce
the issuance or proposed issuance of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for
shares of common stock or file any registration statement or prospectus, or any amendment or supplement thereto for 55 days after the
closing date of the Offering, subject to certain exceptions. In addition, the Company has agreed not to effect or enter into an agreement
to effect any issuance of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock involving
a variable rate transaction (as defined in the Purchase Agreements) until six months after the closing date of the Offering, subject to
certain exceptions, including the ability to engage in an “at-the-market” offering following the completion of 55 days after
the closing date of the Offering. Additionally, each of the directors and officers of the Company, pursuant to lock-up agreements, agreed
not to sell or transfer any of the Company securities which they hold, subject to certain exceptions, during the 55-day period following
the closing of the Offering.
Placement
Agency Agreement
In connection with the Offering, on July 19, 2024, the Company entered
into a placement agency agreement (the “Placement Agency Agreement”) with Roth Capital Partners, LLC (the “Placement
Agent”). Pursuant to the terms of the Placement Agency Agreement, the Placement Agent agreed to arrange for the sale of the shares
of Common Stock and the Warrants. The Company will pay the Placement Agent a cash fee equal to 6.0% of the aggregate purchase price paid
by any and all Purchasers in connection with sales and will reimburse the Placement Agent for certain of its expenses in an aggregate
amount up to $50,000.
The
Placement Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, as amended (the “Securities
Act”), other obligations of the parties, and termination provisions.
The Common Stock and Warrants were offered by the Company pursuant to the
Company’s Registration Statement on Form S-3 (Registration Statement No. 333-280006) (the “Registration Statement”)
filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act on June 6, 2024 and declared
effective by the Commission on June 26, 2024, including the prospectus supplement filed by the Company with the Commission pursuant to
Rule 424(b) under the Securities Act dated July 19, 2024 to the prospectus dated June 26, 2024.
The
form of Purchase Agreement, the Placement Agency Agreement, and the form of Warrant are filed as Exhibits 10.1, 10.2 and 4.1, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the Placement Agency
Agreement, the Purchase Agreement, and the Warrants are qualified in their entirety by reference to such exhibits.
On July 19, 2024, the Company issued a press release announcing the pricing
of the Offering, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d)
Exhibits.
| * | Certain
of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees
to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
Forward-Looking
Statements
This
Current Report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements
contained herein that do not describe historical facts, including, but not limited to, statements relating to the expected net proceeds
of the Offering, the anticipated use of proceeds of the Offering, and the timing of the closing of the Offering, are forward-looking
statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking
statements. You are cautioned that such statements are not guarantees of future performance and that the Company’s actual results
may differ materially from those set forth in the forward-looking statements. All of these forward-looking statements are subject to
risks and uncertainties that may change at any time. Factors that could cause the Company’s actual expectations to differ materially
from these forward-looking statements include the Company’s ability improve its capital structure; Hyzon’s liquidity needs
to operate its business and execute its strategy, and related use of cash; its ability to raise capital through equity issuances, asset
sales or the incurrence of debt; the possibility that Hyzon may need to seek bankruptcy protection; Hyzon’s ability to fully execute
actions and steps that would be probable of mitigating the existence of substantial doubt regarding its ability to continue as a going
concern; our ability to enter into any desired strategic alternative on a timely basis, on acceptable terms; our ability to maintain
the listing of our Common Stock on the Nasdaq Global Select Market or the Nasdaq Capital Market; retail and credit market conditions;
higher cost of capital and borrowing costs; impairments; changes in general economic conditions; and the other factors under the heading
“Risk Factors” set forth in the Company’s Annual Report on Form 10-K, as supplemented by the Company’s quarterly
reports on Form 10-Q and current reports on Form 8-K. Such filings are available on our website or at www.sec.gov. You should not place
undue reliance on these forward-looking statements, which are made only as of the date hereof. The Company undertakes no obligation to
publicly update or revise forward-looking statements to reflect subsequent developments, events, or circumstances, except as may be required
under applicable securities laws.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
HYZON MOTORS INC. |
| |
|
|
| Date:
July 19, 2024 |
By: |
/s/
Parker Meeks |
| |
Name: |
Parker
Meeks |
| |
Title: |
Chief
Executive Officer |
3
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