UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. ____)*
Hyzon Motors Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
44951Y102
(CUSIP Number)
Long Focus Capital Management LLC
207 Calle Del Parque
A&M Tower, 8th Floor
San Juan, PR 00912
(787) 333-0240
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 2023
(Date of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 44951Y102 | 13G | Page 2 of 10 Pages | ||
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LONG FOCUS CAPITAL MANAGEMENT, LLC 46-2772035 |
|||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x |
|||
| 3. | SEC
USE ONLY |
|||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 | ||
| 6. | SHARED
VOTING POWER 7,562,259 | |||
| 7. | SOLE
DISPOSITIVE POWER 0 | |||
| 8. | SHARED
DISPOSITIVE POWER 7,562,259 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,562,259 shares |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.1% |
|||
| 12. | TYPE
OF REPORTING PERSON (see instructions) IA |
|||
| CUSIP No. 44951Y102 | 13G | Page 3 of 10 Pages | ||
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LONG FOCUS CAPITAL MASTER, LTD. 46-3004723 |
|||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x |
|||
| 3. | SEC
USE ONLY |
|||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 | ||
| 6. | SHARED
VOTING POWER 7,562,259 | |||
| 7. | SOLE
DISPOSITIVE POWER 0 | |||
| 8. | SHARED
DISPOSITIVE POWER 7,562,259 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,562,259 shares |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.1% |
|||
| 12. | TYPE
OF REPORTING PERSON (see instructions) FI |
|||
| CUSIP No. 44951Y102 | 13G | Page 4 of 10 Pages | ||
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CONDAGUA, LLC 47-3021161 |
|||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x |
|||
| 3. | SEC
USE ONLY |
|||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 | ||
| 6. | SHARED
VOTING POWER 5,459,796 | |||
| 7. | SOLE
DISPOSITIVE POWER 0 | |||
| 8. | SHARED
DISPOSITIVE POWER 5,459,796 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,459,796 shares |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.2% |
|||
| 12. | TYPE
OF REPORTING PERSON (see instructions) OO |
|||
| CUSIP No. 44951Y102 | 13G | Page 5 of 10 Pages | ||
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN B. HELMERS |
|||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x |
|||
| 3. | SEC
USE ONLY |
|||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 | ||
| 6. | SHARED
VOTING POWER 13,022,055 | |||
| 7. | SOLE
DISPOSITIVE POWER 0 | |||
| 8. | SHARED
DISPOSITIVE POWER 13,022,055 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,022,055 shares |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.3% |
|||
| 12. | TYPE
OF REPORTING PERSON (see instructions) IN |
|||
| CUSIP No. 44951Y102 | 13G | Page 6 of 10 Pages | ||
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
A. GLENN HELMERS |
|||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x |
|||
| 3. | SEC
USE ONLY |
|||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 | ||
| 6. | SHARED
VOTING POWER 5,459,796 | |||
| 7. | SOLE
DISPOSITIVE POWER 0 | |||
| 8. | SHARED
DISPOSITIVE POWER 5,459,796 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,459,796 shares |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.2% |
|||
| 12. | TYPE
OF REPORTING PERSON (see instructions) IN |
|||
| CUSIP No. 44951Y102 | 13G | Page 7 of 10 Pages | ||
Item 1.
| (a) | Name of Issuer Hyzon Motors Inc. | |
| (b) | Address
of Issuer’s Principal Executive Offices Honeoye Falls, NY | |
Item 2.
| (a) | Name
of Person Filing LONG FOCUS CAPITAL MASTER, LTD. CONDAGUA, LLC JOHN B. HELMERS A. GLENN HELMERS | |
| (b) | Address
of the Principal Office or, if none, residence A&M TOWER, 8TH FLOOR SAN JUAN, PR 00912 | |
| (c) | Citizenship Long Focus Capital Management, LLC, a Delaware single member limited liability company; Long Focus Capital Master, LTD., a Cayman Islands limited company; Condagua, LLC, a Delaware single member limited liability company; John B. Helmers, a United States citizen; and A. Glenn Helmers, a United States citizen. | |
| (d) | Title of Class of Securities COMMON STOCK | |
| (e) | CUSIP Number 44951Y102 | |
| CUSIP No. 44951Y102 | 13G | Page 8 of 10 Pages | ||
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. For Long Focus Capital Management, LLC, John B. Helmers, and Long Focus Capital Master, 250,000 of the shares listed are comprised of Common Stock that may be acquired by the Reporting Persons upon the exercise of Warrants. For John B. Helmers, A. Glenn Helmers, and Condagua, LLC, 350,700 of the shares listed are comprised of Common Stock that may be acquired by the Reporting Persons upon the exercise of Warrants. Such information is as of the close of business on May 15, 2023.
The Percent of Class reported in Rows (11) of the cover page of each Reporting Person are based on 244,561,073 shares of Common Stock of the Issuer outstanding as of March 31, 2023, as disclosed in the Issuer’s 10-Q for the period ended September 30, 2022, that was filed by the Issuer on May 1, 2023, plus 600,700 shares of Common Stock that may be acquired by the Reporting Persons upon the exercise of Warrants.
Long Focus Capital Management, LLC, John B. Helmers, and A. Glenn Helmers directly own no shares of Common Stock. A. Glenn Helmers controls Condagua, LLC. Pursuant to an investment management agreement, Long Focus Capital Management, LLC maintains investment and voting power with respect to the shares of Common Stock held by Long Focus Capital Master, Ltd. John B. Helmers controls Long Focus Capital Management, LLC, and maintains investment and voting power with respect to the shares of Common Stock held by Condagua, LLC.
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
| CUSIP No. 44951Y102 | 13G | Page 9 of 10 Pages | ||
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
Instruction. Dissolution of a group requires a response to this item.
NOT APPLICABLE
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
NOT APPLICABLE
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
NOT APPLICABLE
Item 8. Identification and Classification of Members of the Group.
NOT APPLICABLE
Item 9. Notice of Dissolution of Group.
NOT APPLICABLE
Item 10. Certification.
| (a) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): | |||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||
| (b) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): | |||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||
| CUSIP No. 44951Y102 | 13G | Page 10 of 10 Pages | ||
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: May 25, 2023 | |
| LONG FOCUS CAPITAL MANAGEMENT, LLC | |
| /s/ John B. Helmers | |
| John B. Helmers/Managing Member | |
| LONG FOCUS CAPITAL MASTER, LTD. | |
| BY: LONG FOCUS CAPITAL MANAGEMENT, LLC | |
| ITS: INVESTMENT ADVISER | |
| /s/ John B. Helmers | |
| John B. Helmers/Managing Member | |
| CONDAGUA, LLC | |
| /s/ A. Glenn Helmers | |
| A. Glenn Helmers/Managing Member | |
| JOHN B. HELMERS | |
| /s/ John B. Helmers | |
| John B. Helmers | |
| A. GLENN HELMERS | |
| /s/ A. Glenn Helmers | |
| A. Glenn Helmers |