Liquidation: Hyzon Motors Inc.

Form Type: 8-K

Filing Date: 2025-03-28

Corporate Action: Liquidation

Type: New

Accession Number: 000171658325000063

Filing Summary: On March 25, 2025, Hyzon Motors Inc. convened a special meeting of stockholders where significant proposals were voted upon. The stockholders voted to approve the Assignment Proposal, which authorizes the transfer of all or substantially all of the Company’s assets for the benefit of creditors. Additionally, the stockholders voted in favor of the Dissolution Proposal, which approves the liquidation and dissolution of the Company according to the Plan of Liquidation and Dissolution. The meeting had a quorum with 9,057,966 votes represented, which was approximately 59% of the voting power on the record date. The proposals received sufficient votes to pass, thus concluding the need for further proxy solicitation. A press release announcing these results was issued the same day.

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Form Type: POS AM

Filing Date: 2025-03-20

Corporate Action: Liquidation

Type: Update

Accession Number: 000171658325000054

Filing Summary: On March 20, 2025, Hyzon Motors Inc. filed a Post-Effective Amendment to its Registration Statement under the Securities Act of 1933, intending to deregister all unsold securities previously registered. This follows a board decision on December 19, 2024, to liquidate the company and transfer its assets for the benefit of creditors, subject to stockholder approval. The amendment officially terminates the effectiveness of the original registration statement (No. 333-258340), which included shares of Class A Common Stock and warrants, as the company moves towards liquidation and dissolution.

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Form Type: POS AM

Filing Date: 2025-03-20

Corporate Action: Liquidation

Type: Update

Accession Number: 000171658325000055

Filing Summary: Hyzon Motors Inc. filed a Post-Effective Amendment related to Registration Statement No. 333-280006 to terminate the effectiveness of the registration and remove any unsold securities due to the previously approved liquidation and dissolution of the company. On December 19, 2024, the board of directors approved the transfer of all or substantially all assets through an assignment for the benefit of creditors, in connection with the planned liquidation, which is subject to stockholder approval. As a result, they decided to withdraw offerings of securities under the Registration Statement and terminate their registration efforts.

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Form Type: S-8 POS

Filing Date: 2025-03-20

Corporate Action: Liquidation

Type: Update

Accession Number: 000171658325000056

Filing Summary: On March 20, 2025, Hyzon Motors Inc. filed a Post-Effective Amendment to its Form S-8 Registration Statements, specifically Registration No. 333-259674 and 333-281866. This amendment relates to the termination of offerings of securities under the mentioned Registration Statements. The company had previously disclosed on December 20, 2024, that the board of directors approved the transfer of substantially all assets through an assignment for the benefit of creditors, along with initiating the liquidation and dissolution of the company pending stockholder approval. This filing aims to terminate the effectiveness of the Registration Statements and remove any unsold securities from registration as of the amendment's date.

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Form Type: S-8 POS

Filing Date: 2025-03-20

Corporate Action: Liquidation

Type: Update

Accession Number: 000171658325000057

Filing Summary: On March 20, 2025, Hyzon Motors Inc. filed a Post-Effective Amendment to Form S-8 Registration Statements No. 333-259674 and No. 333-281866 concerning the termination of offerings for listed shares reserved under the 2021 Equity Incentive Plan. The Registrant's board of directors approved a plan for the transfer of substantially all assets through an assignment for the benefit of creditors and the subsequent liquidation and dissolution of the company, pending approval from stockholders. As a result, the Registrant is moving to terminate the effectiveness of the registration statements and remove any unsold securities from registration.

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Form Type: DEFA14A

Filing Date: 2025-03-03

Corporate Action: Liquidation

Type: New

Accession Number: 000171658325000040

Filing Summary: Hyzon Motors Inc. is convening a reconvened Special Meeting of Stockholders to be held virtually on March 25, 2025, to approve three main proposals: the Assignment for the Benefit of Creditors, the liquidation and dissolution of the Company, and potential adjournments of the meeting to solicit additional proxies if needed. This follows previous adjournments due to a lack of sufficient valid proxies. The Board believes that liquidating and dissolving the company, along with transferring assets, is the best option for maximizing value for creditors and stockholders. The document details the necessity for stockholder approval according to Delaware law for any assignment of assets or company dissolution. The new record date for voting is set for February 28, 2025. Stockholders are encouraged to participate and vote their shares in favor of the proposals, as the Series A Preferred Stock has been issued to secure support for these actions if voting thresholds are met. Following the dissolution approval, the company's stock and warrants will be delisted from Nasdaq. The summary highlights the essential parts of the proxy statement and emphasizes the importance of stockholder involvement in the decision-making process regarding the company's future.

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Form Type: 8-K

Filing Date: 2025-02-20

Corporate Action: Liquidation

Type: New

Accession Number: 000171658325000026

Filing Summary: On February 18, 2025, the Board of Directors of Hyzon Motors Inc. determined to initiate the delisting of the Company’s Common Stock and Warrants from Nasdaq following a Delisting Notification received on January 23, 2025. The Delisting Notification cited the Company’s previously announced Plan of Dissolution, which is pending stockholder approval at a Special Meeting adjourned to February 27, 2025. The Company plans to file a Form 25 with the SEC on or about March 4, 2025, to effect the delisting. This will be followed by a filing of Form 15 to deregister the securities under the Exchange Act. After delisting, the Company expects trading to occur on the OTC Markets, although no assurances can be provided. A press release regarding the delisting was issued on February 20, 2025.

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Form Type: 8-K

Filing Date: 2025-01-23

Corporate Action: Liquidation

Type: New

Accession Number: 000121390025006015

Filing Summary: On January 23, 2025, Hyzon Motors Inc. received a delisting determination from Nasdaq, which stated that the company's securities, including its Class A common stock and public warrants, are to be delisted. This decision is based on the company's announced Plan of Dissolution, pending shareholder approval at a Special Meeting scheduled for February 13, 2025. The suspension of trading for the company's securities will begin on January 30, 2025. A Form 25-NSE will be filed by Nasdaq with the SEC to officially remove the company’s securities from the market. The company has the option to appeal this determination, although trading will be suspended regardless of the appeal.

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Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Liquidation

Type: New

Accession Number: 000171658325000007

Filing Summary: On January 7, 2025, Hyzon Motors Inc.'s Board of Directors made the decision to wind down and liquidate its operations in Shanghai, China through its subsidiary, Hyzon Motors Technology (Shanghai) Co., Ltd. The company estimates incurring charges of approximately $1 million related to employee costs, to be recognized in Q4 2024 and paid in Q1 2025. The wind-down is expected to be completed by the end of 2025. The document highlights potential risks and uncertainties that could affect the actual costs and timing of the liquidation. It also discusses the company's liquidity risks and the possible need for bankruptcy protection, contingent on future strategic actions and funding scenarios.

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Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Liquidation

Type: New

Accession Number: 000171658325000003

Filing Summary: On January 4, 2025, Hyzon Motors Inc. approved retention incentives for certain executive officers and key employees as part of their anticipated restructuring efforts. The retention incentives are aimed at retaining and motivating participants through a planned special shareholder meeting on February 13, 2025, where the company seeks approval for the transfer of assets and their liquidation and dissolution. The incentives will equal two months’ salary for each participant, with a total of approximately $0.2 million set aside for these retention incentives. Specific agreements have been signed with key executives, outlining the conditions and amounts to be paid. Forward-looking statements included in the document caution that actual results may differ due to various factors, including potential bankruptcy proceedings and operational challenges. The document also outlines the risk factors that may affect the company's future performance and mentions compliance with SEC filing requirements.

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Form Type: DEF 14A

Filing Date: 2024-12-30

Corporate Action: Liquidation

Type: New

Accession Number: 000121390024113488

Filing Summary: Hyzon Motors Inc. is soliciting stockholder approval for three crucial proposals at a Special Meeting scheduled for February 13, 2025. The proposals include: (1) the Assignment Proposal, allowing the Company to transfer all or substantially all of its assets to an assignee for the benefit of creditors; (2) the Dissolution Proposal, which seeks approval for the liquidation and dissolution of the Company under a Plan of Dissolution; and (3) the Adjournment Proposal, to enable further proxy solicitation if needed. The Board recommends voting 'FOR' all presented proposals to facilitate an orderly wind-down of operations, addressing ongoing financial challenges, and maximizing creditor recoveries. The intended liquidation process aims to clear any existing obligations and objectify potential distributions to stockholders if available. The Board emphasizes that no appraisal rights will be provided under Delaware law for stockholders. Stockholders of record as of December 26, 2024, are eligible to vote, and are encouraged to submit their proxies in advance.

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