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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): January 23, 2025

 

 

 

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 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 share   HYZN   NASDAQ Capital Market
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $575.00 per share   HYZNW   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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On January 23, 2025, Hyzon Motors Inc. (the “Company”) received a determination letter (the “Delisting Notification”) from The Nasdaq Stock Market (“Nasdaq”) stating that the Nasdaq staff (“Staff”) determined, in accordance with Listing Rules 5101 and 5110(b) and Nasdaq Listing Rule IM 5101-1, that the Company’s securities, including its Class A common stock, par value $0.0001 per share, and public warrants, will be delisted from Nasdaq. The Delisting Notification indicates that the Staff’s determination was based on, among other items, the Company’s previously announced Plan of Dissolution to which the Company is asking its stockholders to approve at a Special Meeting of Stockholders to be held on February 13, 2025 at 9:00 A.M. Eastern Time and associated public interest concerns raised by such request.

 

Per the Delisting Notification, the Company’s securities will be suspended at the opening of business on January 30, 2025, and a Form 25-NSE will be filed by Nasdaq with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on Nasdaq.

 

The Delisting Notification states that the Company may appeal the Staff’s determination to delist the Company’s securities, however, even if the Company appeals the Staff’s determination, the Company’s securities will be suspended from trading at the opening of business on January 30, 2025.

 

1

 

 

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: January 23, 2025 By: /s/ Parker Meeks
  Name:  Parker Meeks
  Title: Chief Executive Officer

 

 

2

 

 

v3.24.4
Cover
Jan. 23, 2025
Document Type 8-K
Amendment Flag false
Document Period End Date Jan. 23, 2025
Entity File Number 001-39632
Entity Registrant Name Hyzon Motors Inc.
Entity Central Index Key 0001716583
Entity Tax Identification Number 82-2726724
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 599 South Schmidt Road
Entity Address, City or Town Bolingbrook
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60440
City Area Code 585
Local Phone Number 484-9337
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Class A common stock, par value $0.0001 per share  
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol HYZN
Security Exchange Name NASDAQ
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $575.00 per share  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $575.00 per share
Trading Symbol HYZNW
Security Exchange Name NASDAQ
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