Filed Pursuant to Rule 424(b)(3)
Registration No. 333-258340

PROSPECTUS SUPPLEMENT NO. 75
(to prospectus dated August 10, 2021)

image6a.jpg

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 August 21, 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 Capital Market under the symbols “HYZN” and “HYZNW,” respectively. On August 21, 2024 the closing price of our Class A Common Stock was $0.06 and the closing price for our public warrants was $0.01.

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 August 21, 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): August 21, 2024
___________________________________
Hyzon Motors Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware001-3963282-2726724
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
599 South 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 shareHYZN
NASDAQ Capital Market
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per shareHYZNW
NASDAQ Capital 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 5.07        Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders (“Annual Meeting”) of Hyzon Motors Inc. (the “Company”) was held on August 21, 2024, and the Company’s stockholders approved the four proposals listed below. The final results for the votes regarding each proposal are set forth in the following tables. Each of these proposals is described in detail in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on July 29, 2024.

Proposal 1 – Election of Directors. The Company’s stockholders elected two directors as Class III directors to serve until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The voting results for Proposal 1 were as follows:

Nominee
For
Withheld
Broker Non-Votes
Erik Anderson
39,350,226 112,080,963 31,588,522 
Parker Meeks
108,408,403 43,022,786 31,588,522 

Proposal 2 – Reverse Stock Split Authorization Proposal. The Company’s stockholders approved an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our Class A common stock at a reverse stock split ratio ranging from 1:20 to 1:50, and authorized the Company’s board of directors to determine, at its discretion, the timing of the amendment and the specific ratio of the reverse stock split. The voting results for Proposal 2 were as follows:

For
Against
Abstain
Broker Non-Votes
176,855,039 5,873,111 291,561 — 

Proposal 3 – Warrant Approval Proposal. The Company’s stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of more than 19.99% of our outstanding Class A common stock issuable upon the exercise of Class A common warrants (the “Warrants”) issued pursuant to that certain Securities Purchase Agreement, dated as of July 19, 2024, by and among the Company and purchasers thereto in the event of an exercise price adjustment provision as a result of a share split, share dividend, share combination or other such event as described in the Warrants. The voting results for Proposal 3 were as follows:

For
Against
Abstain
Broker Non-Votes
143,950,174 6,839,391 641,624 31,588,522 

Proposal 4 – Ratify the appointment of KPMG. The Company’s stockholders ratified the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024. The voting results for Proposal 4 were as follows:

For
Against
Abstain
Broker Non-Votes
180,905,368 1,226,614 887,729 — 

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit NumberDescription
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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: August 21, 2024
By:
/s/ Parker Meeks
Name:
Parker Meeks
Title:
Chief Executive Officer


Hyzon Motors (NASDAQ:HYZN)
Historical Stock Chart
From Nov 2024 to Dec 2024 Click Here for more Hyzon Motors Charts.
Hyzon Motors (NASDAQ:HYZN)
Historical Stock Chart
From Dec 2023 to Dec 2024 Click Here for more Hyzon Motors Charts.