hyzn-20231127

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): November 27, 2023

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Hyzon Motors Inc.

(Exact name of registrant as specified in its charter)

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Delaware	001-3962	82-2726724
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
475 Quaker Meeting House Road Honeoye Falls, NY		14472
(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)

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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 $11.50 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 1.01. Entry into a Material Agreement.

On November 20, 2023, Hyzon Motors Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “Agreement”) with Fulcrum Holdings LLC (the “Buyer”).

Under the terms of the Agreement, the Buyer will purchase the Company’s property located at 475 Quaker Meeting House Road, Honeoye Falls, New York 14472 (the “Property”) for $3,125,000.

Under the terms of the Agreement, (i) within five days after the execution of the Agreement, the Buyer must deposit with the Agreement’s third-party escrow agent $93,750 (the “Initial Deposit”), and (ii) five days after the expiration of the Due Diligence Period (as hereafter defined), the Buyer must deposit with the Agreement’s third-party escrow agent a second $93,750 (the “Additional Deposit” and together with the Initial Deposit, the “Deposit”).

The Buyer will have until the date which is 45 days after execution of the Agreement (the “Due Diligence Period”), to conduct its due diligence on the Property at its own cost and expense. If the Buyer does not terminate the Agreement by the expiration of the Due Diligence Period, then the Due Diligence Period will expire and the Deposit will be nonrefundable and credited to the purchase price at closing. If Buyer elects to terminate the Agreement prior to the expiration of the Due Diligence Period, the Deposit is returned to the Buyer. After the expiration of the Due Diligence Period, if the Buyer does not terminate the Agreement and thereafter fails to close the transaction, the Deposit will be non-refundable and will be released to the Company as liquidated damages. The Due Diligence Period is subject to a 15 day extension (the “Extension Period”) by the Buyer if the Buyer has not received written reports from its environmental consultants as to the condition of the Property during the Due Diligence Period. However, during the Extension Period, the Buyer’s right to terminate the Agreement is limited to the reasons relating to the results of such written reports.

The closing of this sale will occur on or prior to April 30, 2024, or such earlier or later date as the Company and the Buyer mutually agree in writing.

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 9.01. Financial Statements and Exhibits

(d) Exhibits:


Exhibit Number						Description
10.1						Purchase and Sale Agreement, effective as of November 20, 2023, between Hyzon Motors Inc. and Fulcrum Holdings LLC.

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: November 27, 2023	By:	/s/ Parker Meeks
	Name:	Parker Meeks
	Title:	Chief Executive Officer

Hyzon Motors Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits