Hyzon Motors Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits
$HYZN
Industrial Machinery/Components
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 15, 2022
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Item 1.01 Entry Into a Material Definitive Agreement.
On December 14, 2022, Hyzon Motors Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Agreement”) with Holthausen Clean Technology Investments, B.V., a private limited liability company registered in the Netherlands (the “Seller”); CGH Junior Holding B.V., a private limited liability company registered in the Netherlands; M.C.B. Holthausen Holding B.V., a private limited liability company registered in the Netherlands; Holthausen Clean Technology B.V., a private limited liability company registered in the Netherlands; Carl Holthausen, an individual; Max Holthausen, an individual; and Hyzon Motors Europe B.V. (“Hyzon Europe”), a private limited liability company registered in the Netherlands that is currently operated as a joint venture between the Company and the Seller. The Company presently owns 50.5% of Hyzon Europe’s issued and outstanding shares. Under the terms of the Agreement, the Company has agreed to acquire from the Seller the remaining 49.5% stake, or 1,485,000 A Shares, par value €0.01 (“Shares”), in Hyzon Europe. The total consideration to be paid by the Company to the Seller is €5.52 million (approximately $5.84 million in USD), consisting of €4.50 million (approximately $4.76 million in USD) in cash and the assumption of a €1.02 million (approximately $1.08 million in USD) (excluding any VAT) obligation of the Seller to Hyzon Europe for the purchase of certain inventory. The Company has made advance deposits of €2.00 million (approximately $2.12 million in USD) and will pay the remaining €2.50 million (approximately $2.65 million in USD) in cash upon the closing of the transaction, provided that the Seller has fulfilled various conditions. At the Company’s option, the Company may waive such conditions, in which case the Company will only be obligated to pay €1.00 million (approximately $1.06 million in USD) at closing and may withhold the balance of €1.50 million (approximately $1.59 million in USD) unless and until all such conditions are fulfilled, at which time this balance will be paid within ten days of fulfilment of the conditions.
The foregoing transaction is expected to close on or before December 31, 2022.
The foregoing summary of the terms and conditions of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The Agreement described above in Item 1.01 cancels and supersedes the previously reported Stock Purchase Agreement dated May 5, 2022, whereby the Company agreed to acquire 735,000 Shares, or 25%, of Hyzon Europe’s issued and outstanding Shares.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||
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: December 15, 2022 | By: | /s/ Samuel Chong | ||||||
Name: | Samuel Chong | |||||||
Title: | Chief Financial Officer | |||||||