
x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Name of each exchange

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

As of ~~May 24, 2021, 22,572,502~~April 29, 2022, 247,900,979 shares of Class A ~~common stock, par value $0.0001 per share, and 5,643,125 shares of Class B common stock,~~Common Stock, par value $0.0001 per share, were issued and outstanding.

This Quarterly Report on Form 10-Q

contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include, without limitation, statements regarding the financial position, business strategy, plans and objectives of management for future operations, and any statements that refer to characterizations of future events or circumstances, including any underlying circumstances. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this report, the words “could,” “should”, “will,” “may,” “anticipate,” “believe,” “expect,” “estimate,” “intend,” “plan,” “project,” the negative of such terms, and other similar expressions are intended to identify forward looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

Forward-looking statements are subject to a number of risks and uncertainties including, but not limited to, those described below and under the section entitled “Risk Factors” included in our Annual Report filed on Form 10-K for the year ended December 31, 2021, and in subsequent reports that we file with the SEC, including this Form 10-Q for the three months ended March 31, 2022.

•our ability to commercialize our products and strategic plans, including our ability to establish facilities to produce our vehicles or secure hydrogen supply in appropriate volumes, at competitive costs or with competitive emissions profiles;

•our ability to compete effectively in the heavy-duty transportation sector, and withstand intense competition and competitive pressures from other companies worldwide in the industries in which we operate;

•our ability to convert non-binding memoranda of understanding and letters of intent into binding orders or sales (including because of current or prospective resources of our counterparties) and the ability of our counterparties to make payments on orders;

•our ability to invest in hydrogen production, distribution, and refueling operations to supply our customers with hydrogen at competitive costs to operate their fuel cell electric vehicles;

•disruptions to the global supply chain, including as a result of the COVID-19 pandemic and geopolitical events, and shortage of raw materials, and the related impacts on our third party suppliers and assemblers;

• our ability to maintain the listing of our common stock on NASDAQ;

• our ability to raise financing in the future;

• our ability to retain or recruit, or changes required in, our officers, key employees or directors;

• our ability to protect, defend, or enforce intellectual property on which we depend; and

•the impacts of legal proceedings, regulatory disputes and governmental inquiries.

Should one or more of the risks or uncertainties described above, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us and speak only as of the date of this report. Except as otherwise required by applicable law, we disclaim any duty to update any forward looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this report. You should, however, review additional disclosures we make in subsequent filings with the SEC.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

HYZON MOTORS INC. AND SUBSIDIARIES


	March 31, 2022		December 31, 2021
ASSETS
Current assets
Cash	$	407,333	$	445,146
Accounts receivable	774		2,598
Related party receivable	417		264
Inventory	26,082		19,245
Prepaid expenses and other current assets	29,951		27,970
Total current assets	464,557		495,223
Property, plant, and equipment, net	18,249		14,311
Right-of-use assets	10,970		10,265
Investments in equity securities	17,478		4,948
Other assets	6,146		5,430
Total Assets	$	517,400	$	530,177
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	7,938	$	8,430
Accrued liabilities	9,034		6,026
Related party payables	648		3,633
Contract liabilities	11,063		11,230
Current portion of lease liabilities	2,409		1,886
Total current liabilities	31,092		31,205
Long term liabilities
Lease liabilities	9,249		8,830
Private placement warrant liability	13,705		15,228
Earnout liability	100,520		103,761
Deferred income taxes	526		—
Other liabilities	1,243		1,296
Total liabilities	156,335		160,320
Commitments and contingencies (Note 11)	0		0
Stockholders’ Equity
Common stock, $0.0001 par value; 400,000,000 shares authorized, 247,881,568 and 247,758,412 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively.	25		25
Additional paid-in capital	404,992		403,016
Accumulated deficit	(37,182)		(28,117)
Accumulated other comprehensive gain	486		373
Total Hyzon Motors Inc. stockholders’ equity	368,321		375,297
Noncontrolling interest	(7,256)		(5,440)
Total Stockholders’ Equity	361,065		369,857
Total Liabilities and Stockholders’ Equity	$	517,400	$	530,177

The accompanying notes are an integral part of these unaudited consolidated financial statements

HYZON MOTORS INC. AND SUBSIDIARIES


	Three Months Ended March 31,
		2022		2021
Revenue		$	356	$	—
Operating expense:
Cost of revenue		424		—
Research and development		6,212		627
Selling, general, and administrative		20,470		3,146
Total operating expenses		27,106		3,773
Loss from operations		(26,750)		(3,773)
Other income (expense):
Change in fair value of private placement warrant liability		1,523		—
Change in fair value of earnout liability		3,241		—
Change in fair value of equity securities		12,530		—
Foreign currency exchange loss and other expense		(1,057)		(28)
Interest income (expense), net		17		(4,588)
Total other income (expense)		16,254		(4,616)
Net loss before income taxes		(10,496)		(8,389)
Income tax expense		526		—
Net loss		$	(11,022)	$	(8,389)
Less: Net loss attributable to noncontrolling interest		(1,957)		(242)
Net loss attributable to Hyzon		$	(9,065)	$	(8,147)
Comprehensive loss:
Net loss		$	(11,022)	$	(8,389)
Foreign currency translation adjustment		254		(29)
Comprehensive loss		$	(10,768)	$	(8,418)
Less: Comprehensive loss attributable to noncontrolling interest		(1,816)		(233)
Comprehensive loss attributable to Hyzon		$	(8,952)	$	(8,185)
Net loss per share attributable to Hyzon:
Basic		$	(0.04)	$	(0.05)
Diluted		$	(0.04)	$	(0.05)
Weighted average common shares outstanding:
Basic		247,940		166,201
Diluted		247,940		166,201

The accompanying notes are an integral part of these unaudited consolidated financial statements.

HYZON MOTORS INC. AND SUBSIDIARIES


	Legacy Common Stock			Common Stock Class A			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Loss		Total Hyzon Motors Inc. Stockholders’ Equity (Deficit)		Noncontrolling Interest		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount
Balance as of December 31, 2021	—	$	—	247,758,412	$	25	$	403,016	$	(28,117)	$	373	$	375,297	$	(5,440)	$	369,857
Exercise of stock options	—	—		30,008	—		34		—		—		34		—		34
Stock-based compensation	—	—		—	—		2,133		—		—		2,133		—		2,133
Vesting of RSUs	—	—		64,815	—		—		—		—		—		—		—
Net share settlement of equity awards	—	—		—	—		(160)		—		—		(160)		—		(160)
Common stock issued for the cashless exercise of warrants	—	—		28,333	—		—		—		—		—		—		—
Repurchase of warrants	—	—		—	—		(31)		—		—		(31)		—		(31)
Net loss attributable to Hyzon	—	—		—	—		—		(9,065)		—		(9,065)		—		(9,065)
Net loss attributable to noncontrolling interest	—	—		—	—		—		—		—		—		(1,957)		(1,957)
Foreign currency translation loss	—	—		—	—		—		—		113		113		141		254
Balance as of March 31, 2022	—	$	—	247,881,568	$	25	$	404,992	$	(37,182)	$	486	$	368,321	$	(7,256)	$	361,065

	Legacy Common Stock			Common Stock Class A			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Loss		Total Hyzon Motors Inc. Stockholders’ Equity (Deficit)		Noncontrolling Interest		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount
Balance as of December 31, 2020	93,750,000	$	94	—	$	—	$	29,045	$	(14,271)	$	(16)	$	14,852	$	(91)	$	14,761
Retroactive application of recapitalization	(93,750,000)	(94)		166,125,000	17		77		—		—		—		—		—
Adjusted balance, beginning of period	—	—		166,125,000	17		29,122		(14,271)		(16)		14,852		(91)		14,761
Exercise of stock options	—	—		115,189	—		187		—		—		187		—		187
Stock-based compensation	—	—		—	—		290		—		—		290		—		290
IP transaction - deemed distribution	—	—		—	—		(10,000)		—		—		(10,000)		—		(10,000)
Net loss attributable to Hyzon	—	—		—	—		—		(8,147)		—		(8,147)		—		(8,147)
Net loss attributable to noncontrolling interest	—	—		—	—		—		—		—		—		(242)		(242)
Foreign currency translation loss	—	—		—	—		—		—		(38)		(38)		9		(29)
Balance at March 31, 2021	—	$	—	166,240,189	$	17	$	19,599	$	(22,418)	$	(54)	$	(2,856)	$	(324)	$	(3,180)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

HYZON MOTORS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months Ended March 31,
	2022		2021
Cash Flows from Operating Activities:
Net loss	$	(11,022)	$	(8,389)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	912		129
Stock-based compensation	2,133		290
Deferred income tax expense	526		—
Noncash interest expense	—		4,500
Fair value adjustment of private placement warrant liability	(1,523)		—
Fair value adjustment of earnout liability	(3,241)		—
Fair value adjustment of value of equity securities	(12,530)		—
Changes in operating assets and liabilities:
Accounts receivable	1,839		(191)
Inventory	(6,864)		(626)
Prepaid expenses and other current assets	(1,599)		(6,982)
Other assets	(65)		—
Accounts payable	(568)		375
Accrued liabilities	3,003		316
Related party payables, net	8		811
Contract liabilities	(165)		297
Other liabilities	(92)		—
Net cash used in operating activities	(29,248)		(9,470)
Cash Flows from Investing Activities:
Purchases of property and equipment	(4,440)		(3,950)
Advanced payments for capital expenditures	(387)		—
Investment in equity securities	—		(123)
Net cash used in investing activities	(4,827)		(4,073)
Cash Flows from Financing Activities:
Exercise of stock options	34		187
Payment of finance lease liability	(86)		(38)
Debt issuance costs	—		(59)
Proceeds from issuance of convertible notes	—		45,000
Net share settlement of incentive equity awards	(160)		—
Payment for purchase of Horizon IP	(3,146)		—
Repurchase of warrants	(31)		—
Deferred transaction costs	—		(487)
Net cash (used in) provided by financing activities	(3,389)		44,603
Effect of exchange rate changes on cash	300		(26)
Net change in cash and restricted cash	(37,164)		31,034
Cash and restricted cash — Beginning	449,365		17,139
Cash and restricted cash — Ending	$	412,201	$	48,173
Supplemental schedule of non-cash investing activities and financing activities:



Horizon license agreement payable	—		10,000

Transaction costs included in accrued expenses	—		2,978

The accompanying notes are an integral part of these unaudited consolidated financial statements.

HYZON MOTORS INC. AND SUBSIDIARIES

Note ~~1 —~~ 1. Nature of Business and Basis of Presentation

Description of ~~Organization~~Business

Hyzon Motors Inc. (“Hyzon” or the “Company”), headquartered in Honeoye Falls, New York, assembles and ~~Business Operations~~

~~Organization~~supplies hydrogen fuel cell-powered commercial vehicles across North America, Europe, China, and ~~General~~

~~Silver Run Acquisition Corporation III was incorporated in Delaware on September 7, 2017. The Company was formed for the purpose of effecting~~Australasia. In addition, Hyzon builds and fosters a ~~merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination~~clean hydrogen supply ecosystem with ~~one or more businesses (the “Initial Business Combination”).~~leading partners from feedstocks through production, dispensing, and financing. The Company is ~~an “emerging growth~~majority-owned by Hymas Pte. Ltd. (“Hymas”), a Singapore company,~~” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). On August 18, 2020, the Company changed its name from Silver Run Acquisition Corporation III to Decarbonization Plus Acquisition Corporation (the “Company”).~~

~~At March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation and initial public offering (“Initial Public Offering”),~~ which is ~~described below, as well as the identification and evaluation of prospective acquisition targets for an Initial~~ majority-owned but indirectly controlled by Horizon Fuel Cell Technologies PTE Ltd., a Singapore company (“Horizon”).

Business Combination and ~~ongoing administrative and compliance matters.~~ Basis of Presentation

The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Initial Public Offering was declared effective on October 19, 2020. On October 22, 2020, the Company consummated the Initial Public Offering of 22,572,502 units (the “~~Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 2,572,502 units (the “Over-allotment Units”) on November 12, 2020, at $10.00 per Unit, generating gross proceeds of $225,725,020, which is described in Note 3.~~

~~Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of 6,514,500 warrants (the “Private Placement Warrants~~”), including 514,500 warrants as a result of the underwriters’ partial exercise of their over-allotment option on November 12, 2020, at a price of $1.00 per Private Placement Warrant in a private placement to Decarbonization Plus Acquisition Sponsor, LLC (the “~~Sponsor”), the Company’s independent directors and an affiliate of the Company’s chief executive officer, generating gross proceeds of $6,514,500, which is described in Note 4.~~

Transaction costs amounted to $12,969,969, consisting of $4,514,500 of underwriting fees, $7,900,376 of deferred underwriting fees and $555,093 of other offering costs. In addition, at March 31, 2021, there was 0 cash held outside of the Trust Account (as defined below) available for working capital purposes, but the Company has access to working capital loans from the Sponsor, which is described in Note 4.

Following the closing of the Initial Public Offering on October 22, 2020 and the partial exercise of the underwriters’ over-allotment option on November 12, 2020, an amount of $225,725,020 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “~~Trust Account~~”) located in the United States. The proceeds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Public Shares being sold in the Initial Public Offering that have been properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of its obligation to redeem 100% of Public Shares if it does not complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of Public Shares or pre-Initial Business Combination activity; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

~~Initial Business Combination~~

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination.

The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under the Nasdaq Capital Market rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination.

If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“~~FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity”(“ASC 480”).~~

Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholder’s rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s independent directors and an affiliate of the Company’s chief executive officer have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to

complete the Initial Business Combination within 24 months of the closing of the Initial Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period.

In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein.

~~Going Concern and Liquidity~~

As of March 31, 2021, the Company had no cash balance, but the Company has access to working capital loans from the Sponsor, which is described in Note 4, to partially cover the working capital deficit of $5.7 million as of March 31, 2021. This excludes interest income of approximately $3,334 from the Company’s investment in the Trust Account which is available to the Company for tax obligations. Through March 31, 2021, the Company has not withdrawn any interest income from the Trust Account to pay its income and franchise taxes.

Until the consummation of an Initial Business Combination, the Company will be using funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Initial Business Combination.

If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an Initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete an Initial Business Combination or because it becomes obligated to redeem a significant number of its public shares upon completion of an Initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Initial Business Combination.

The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“~~ASU~~”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has access to funds from the Sponsor, which is described in Note 4, and the Sponsor has the financial ability to provide such funds, that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Business Combination and one year from the date of issuance of these financial statements.

These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

~~Note 2 — Summary of Significant Accounting Policies~~

~~Principles of Consolidation~~

~~The~~accompanying unaudited consolidated financial statements ~~include the accounts of the Company~~ and ~~its wholly owned subsidiary since its formation. All material intercompany balances and transactions have been eliminated.~~

~~Basis of Presentation~~

~~The accompanying unaudited condensed consolidated financial statements~~related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America (“~~GAAP~~”U.S. GAAP”) ~~and~~ pursuant to the ~~rules~~requirements and ~~regulations~~rules of the ~~SEC.~~Securities and Exchange Commission (“SEC”) regarding interim reporting. Certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, ~~they do not~~the unaudited consolidated financial statements should be read in connection with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2021.

The Company’s unaudited consolidated financial statements include ~~all~~the accounts and operations of the ~~information~~Company and ~~footnotes required by GAAP.~~its wholly owned subsidiaries including variable interest entity arrangements in which the Company is the primary beneficiary. All intercompany accounts and transactions are eliminated in consolidation. In the opinion of management, the accompanying unaudited consolidated financial statements include all normal and recurring adjustments ~~(consisting of normal accruals) considered~~necessary for a fair presentation for the periods presented. Results of operations reported for interim periods presented are not necessarily indicative of results for the entire year or any other periods.

On July 16, 2021 (the “Closing Date”), legacy Hyzon Motors Inc. and now named Hyzon Motors USA Inc., (“Legacy Hyzon”), consummated the transactions contemplated by the Business Combination Agreement and Plan of Reorganization (the “Business Combination”), dated February 8, 2021, with Decarbonization Plus Acquisition Corporation (“DCRB”) to effect a business combination between DCRB and Legacy Hyzon with DCRB Merger Sub Inc., a wholly owned subsidiary of DCRB, merging with and into Legacy Hyzon, with Legacy Hyzon surviving the merger as a wholly owned subsidiary of DCRB. On the Closing Date, DCRB changed its name to “Hyzon Motors Inc.” and Legacy Hyzon changed its name to “Hyzon Motors USA Inc.”

The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP, with no goodwill or other intangible assets recorded and the net assets of Legacy Hyzon consolidated with DCRB at historical cost. Under this method of accounting, DCRB is treated as the “acquired” company for financial reporting purposes.

Accordingly, the equity structure has been retrospectively adjusted in all comparative periods up to the Closing Date, to reflect the number of shares of the Company's common stock, $0.0001 par value per share issued to Legacy Hyzon's stockholders in connection with the reverse recapitalization. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Hyzon common stock prior to the Business Combination have been ~~included. Operating~~retroactively restated as shares reflecting an exchange ratio of 1.772 (the “Exchange Ratio”).

Liquidity and Capital Resources

The Company has incurred losses from operations since inception. The Company incurred net losses of $11.0 million and $8.4 million for the three months ended March 31, 2022 and 2021, respectively, and accumulated deficit amounted to $37.2 million and $28.1 million as of March 31, 2022 and December 31, 2021, respectively. Net cash used in operating activities was $29.2 million and $9.5 million for the three months ended March 31, 2022 and 2021, respectively.

On July 16, 2021, the Company received $512.9 million in cash, net of redemption and transaction costs as a result of the Business Combination. As of March 31, 2022, the Company has $407.3 million in unrestricted cash. Management expects that the Company’s cash, after taking consideration of the current projections of cash flow used in operating and investing activities, will be sufficient to meet its liquidity requirements for at least one year from the issuance date of these unaudited consolidated financial statements. Based on the above considerations, the Company’s unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations.

Risks and Uncertainties

The Company is subject to a variety of risks and uncertainties common to early-stage companies with a history of losses and are expected to incur significant expenses and continuing losses for the foreseeable future. The risks and uncertainties include, but not limited to, further development of its technology, marketing and distribution channels, further development of its supply chain and manufacturing, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, and the ability to secure additional capital to fund operations.

Note 2. Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, in the Company’s consolidated financial statements included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2021. There have been no material changes to the significant accounting policies during the three-month period ended March 31, 2022.

Recent Accounting Pronouncements

Recently issued accounting pronouncements not yet adopted

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2021-08, Business Combination (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Accounting Standard Codification (“ASC”) 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The Company is in the process of assessing the impact of this guidance on its financial position, results of operations, or cash flow.

The Company considers the applicability and impact of all ASUs. The Company assessed ASUs not listed above and determined that they either were not applicable or were not expected to have a material impact on the unaudited consolidated financial statements.

For the three months ended March 31, 2022, the Company recognized $0.4 million in sales of fuel cell systems. The Company did not recognize any revenue for the three months ended March 31, 2021.

Contract liabilities relate to the advance consideration invoiced or received from customers for products and services prior to satisfying a performance obligation or in excess of amounts allocated to a previously satisfied performance obligation. These amounts are included within Contract liabilities in the unaudited Consolidated Balance Sheets.

The carrying amount of contract liabilities included in the accompanying unaudited Consolidated Balance Sheets was $11.1 million and $11.2 million as of March 31, 2022, and December 31, 2021, respectively.

Remaining Performance Obligations

The transaction price associated with remaining performance obligations related to binding orders for commercial vehicles and other contracts with customers was $22.0 million and $22.4 million as of March 31, 2022 and December 31, 2021, respectively. The Company expects to recognize substantially all its remaining performance obligations as revenue over the next 12 months.

Inventory consisted of the following (in thousands):


	March 31, 2022		December 31, 2021
Raw materials	$	20,051	$	15,727
Work in process	6,031		3,518
Total inventory	$	26,082	$	19,245

Note 5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	March 31, 2022		December 31, 2021
Deposit for fuel cell components (Note 14)	$	5,905	$	5,008
Vehicle inventory deposits	10,068		7,907
Production equipment deposits	1,552		4,423
Other prepaids	5,142		2,477
Prepaid Insurance	2,744		5,079
VAT receivable from government	3,637		2,173
VAT receivable from customers	903		903
Total prepaid expenses and other current assets	$	29,951	$	27,970

Note 6. Property, Plant, and Equipment, net

Property, plant, and equipment, net consisted of the following (in thousands):


	March 31, 2022		December 31, 2021
Land and building	$	2,818	$	2,818
Machinery and equipment	11,679		8,792
Software	1,176		596
Leasehold improvements	1,153		968
Construction in progress	2,693		1,828
Total Property, plant, and equipment	19,519		15,002
Less: Accumulated depreciation and amortization	(1,270)		(691)
Property, plant and equipment, net	$	18,249	$	14,311

Depreciation and amortization expense totaled $0.6 million and $0.1 million for the three months ended March 31, 2022 and 2021, respectively.

Note 7. Accrued liabilities

Accrued liabilities consisted of the following (in thousands):


	March 31, 2022		December 31, 2021
Payroll and payroll related expenses	$	3,833	$	2,247
Accrued professional fees	4,032		2,545
Other accrued expenses	1,169		1,234
Accrued liabilities	$	9,034	$	6,026

Note 8. Investments in Equity Securities

The Company owns common shares, participation rights, and options to purchase additional common shares in certain private companies. On a non-recurring basis, the carrying value is adjusted for changes resulting from observable price changes in orderly transactions for identical or similar investments in the same issuer.

Included in Change in fair value of equity securities in the unaudited Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2022 is a $12.5 million gain from the equity investment in Raven SR, LLC (“Raven”). The investment in Raven’s common shares and options were initially accounted for at cost of $2.5 million. Subsequently in March 2022, there was an observable change in price of Raven’s common shares. The change in observable price of Raven’s common shares also results in a remeasurement of the investment in Raven’s options as of the date that the observable transaction took place. The fair value of the investment in Raven’s common shares was determined based on observable market prices of identical instruments in less active markets and is classified accordingly as Level 2 in the fair value hierarchy. Due to certain anti-dilution rights included in the options held by the Company, the fair value was determined utilizing a Monte-Carlo simulation model. Accordingly, this was determined to be a Level 3 measurement in the fair value hierarchy. The most significant assumptions in the model included the transaction price of the underlying common shares at the transaction date, expected volatility, risk free rate, and certain assumptions around the likelihood, size, and timing of potential future equity raises by Raven. As of March 31, 2022, the Company determined the fair value of the investment in Raven’s common shares and options to be $6.5 million and $8.5 million, respectively.

The following table summarizes the total carrying value of held securities, measured as the total initial cost plus cumulative net gain (loss) (in thousands):


	March 31, 2022		December 31, 2021
Total initial cost basis	$	4,948	$	4,948
Adjustments:
Cumulative unrealized gain	12,530		—

Carrying amount, end of period	$	17,478	$	4,948

Note 9. Income Taxes

During the three months ended March 31, 2022, the Company recorded a net discrete tax expense of $0.5 million primarily associated with the establishment of a deferred tax liability that is not expected to offset available deferred tax assets. The Company did not record a provision for income taxes for the three months ended March 31, 2021 ~~are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any future period.~~

~~Emerging Growth Company~~

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,because the Company as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~The accompanying unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Amendment No. 1 of the Form 10-K/A filed~~ generated tax losses.

~~by the Company with the SEC on May 13, 2021.~~

~~Net Loss Per Common Share~~

Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At March 31, 2021 and 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per common share is the same as basic loss per common share for the periods.

~~The Company’s statements of operations include a presentation of~~

Deferred income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account (net of applicable franchise and income taxesfor the period ended March 31, 2021), by the weighted average number of redeemable common stock outstanding for the period or since original issuance. Net loss per common share, basic and diluted for non-redeemable common stock is calculated by dividing reflect the net ~~income~~

~~(loss), less income attributable to redeemable common stock, by~~tax effects of temporary differences between the weighted average number of Class B non-redeemable common stock outstanding for the period. Non-redeemable common stock includes the Founder Shares (as defined below) as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

~~The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):~~

Period Ended
March 31,
2021

Period Ended
March 31,
2020

Redeemable Common Stock

Numerator: Earnings allocable to Redeemable Common Stock

Interest Income

$
3,334

$
-

Income and Franchise Tax

$
(3,334
)

$
-

Net Loss

$
(0
)

$
-

Denominator: Weighted Average Redeemable Common Stock

Redeemable Common Stock, Basic and Diluted

22,572,502

-

Loss/Basic and Diluted Redeemable Common Stock

$
0.00

$
-

Non-Redeemable Common Stock

Numerator: Net Loss minus Redeemable Net Loss

Net Loss

$
(1,111,372
)

$
(859
)
Redeemable Net Loss

$
-

$
-

Non-Redeemable Net Loss

$
(1,111,372
)

$
(859
)
Denominator: Weighted Average Non-Redeemable Common Stock

Non-Redeemable Common Stock, Basic and Diluted

5,643,125

5,000,000

Loss/Basic and Diluted Non-Redeemable Common Stock

$
(0.20
)

$
(0.00
)

~~Note: As of March 31, 2021 and 2020, basic and diluted shares are the same as there are no securities that are dilutive to the Company’s common stockholders.~~

~~Concentration of Credit Risk~~

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

~~Warrant Liabilities~~

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company utilized a Monte Carlo simulation

model to value the warrant liabilities that are categorized within Level 1 at the date of the Initial Public Offering and utilizes a Black-Scholes model to value the warrant liabilities that are categorized within Level 3 at each reporting period, with changes in fair value recognized in the Statements of Operations (see Note 7).

~~Financial Instruments~~

~~The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the~~ carrying amounts represented in the balance sheets, primarily due to their short term nature. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. See Note 7 for the levels within the valuation hierarchy, as well as additional information on assets and liabilities measured at fair value.

~~Use of Estimates~~

~~The preparation of these financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported~~ amounts of assets and liabilities ~~and disclosure of contingent assets and liabilities at the date of these~~for financial ~~statements~~reporting purposes and the ~~reported~~ amounts used for income tax purposes. The Company assesses all available evidence, both positive and negative, to determine the amount of ~~expenses during~~any required valuation allowance within each taxing jurisdiction. Full valuation allowances have been established for the ~~reporting periods. Accordingly, the actual results could differ from those estimates.~~

~~Cash and cash equivalents~~

~~Cash includes amounts held at banks with an original maturity of less than three months.~~Company’s operations in all jurisdictions. As of March 31, ~~2021,~~2022, and December 31, ~~2020, the Company held $0 and $0, respectively, in cash.~~

~~Common stock subject to possible redemption~~

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021, ~~and December 31, 2020, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets.~~

~~Offering Costs~~

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. The Company incurred offering costs amounting to $11,555,093 upon the completion of the Initial Public Offering. In connection with the sale of the Over-allotment Units, the Company incurred an additional $514,500 of underwriting fees and $900,376 of deferred underwriting fees.

~~The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering.~~Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and

liabilities are expensed immediately. The Company recorded $12,315,313 of offering costs as a reduction of equity in connection with the Public Shares included in the Units. The Company immediately expensed $654,656 of offering costs in connection with the Public Warrants included in the Units that were classified as liabilities.

~~As of March 31, 2021 and December 31, 2020,~~ the Company had ~~0 deferred offering costs on the accompanying balance sheets.~~

~~Income Taxes~~

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between these financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect onnet deferred tax assets of approximately $25.1 million and ~~liabilities~~$21.9 million, respectively, each of which was fully offset by a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

~~FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement~~valuation allowance.

There were 0no unrecognized tax benefits ~~deferred tax assets or valuations against them~~and no amounts accrued for interest and penalties as of March 31, ~~2021~~2022 and December 31, 2020, respectively. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. NaN amounts were accrued for the payment of interest and penalties at March 31, 2021 and March 31, 2020, respectively.2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its ~~position.~~positions. The Company is subject to income tax examinations by ~~major~~ taxing authorities in the countries in which it operates since inception.

Note 10. Fair Value Measurements

The Company ~~had 0 tax liability as of March 31, 2021 and December 31, 2020, respectively.~~

~~Recent Accounting Pronouncements~~

~~Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.~~

~~Note 3 — Public Offering~~

Pursuant to the Initial Public Offering, the Company sold 22,572,502 Units, at a purchase price of $10.00 per Unit, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 2,572,502 Over-allotment Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

~~Note 4 — Related Party Transactions~~

~~Founder Shares~~

~~On September 12, 2017, the Sponsor purchased 11,500,000 shares of Class B common stock (the “Founder Shares~~”) for an aggregate price of $25,000, or approximately $0.002 per share. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. The Founder Shares are identical to the Public Shares except that the Founder Shares automatically convert into shares of Class A common stock at the time of the Company’s Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. On September 18, 2020, the Sponsor agreed to return 2,875,000 Founder Shares to the Company at no cost. In October 2020, the Sponsor agreed to return an additional 2,875,000 Founder

Shares to the Company at no cost. The Sponsor and an affiliate of the Company’s chief executive officer agreed to forfeit up to an aggregate of 750,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture would be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ partial exercise their over-allotment option on November 12, 2020, 643,125 Founder Shares are no longer subject to forfeiture. The over-allotment option expired on December 3, 2020, resulting in the forfeiture of 106,875 Founder Shares to the Company at no cost.

The Sponsor and the Company’s officers, directors and an affiliate of the Company’s chief executive officer have waived their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of an Initial Business Combination. If the Initial Business Combination is not completed within 24 months from the closing of the Initial Public Offering, the Sponsor and the Company’s officers, directors and an affiliate of the Company’s chief executive officer have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them.

The Company’s initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

~~Private Placement Warrants~~

Simultaneously with the closing of the Initial Public Offering, the Sponsor and the Company’s independent directors and an affiliate of the Company’s chief executive officer purchased 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,000,000. The Sponsor and an affiliate of the Company’s chief executive officer agreed to purchase up to an additional 600,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or an aggregate additional $600,000, to the extent the underwriter’s over-allotment option was exercised in full. Simultaneously with the closing of the sale of the Over-allotment Units, the Sponsor and the affiliate of the Company’s chief executive officer purchased an additional 514,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $514,500 (see Note 2 for further information regarding the accounting treatment of the Private Placement Warrants).

Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, the proceeds of the sale of the Private Placement Warrants held in the Trust Account will be used to partially fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees.

The Sponsor and the Company’s officers, directors and an affiliate of the Company’s chief executive officer have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination.

~~Registration Rights~~

Pursuant to a Registration Rights Agreements entered into on October 19, 2020, the holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans (as defined below), if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares

to shares of Class A common stock). These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Related Party Loans~~

On September 12, 2017, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “~~Note”). This loan is non-interest bearing and payable on the earlier of December 31, 2020 (as amended) or the completion of the Initial Public Offering (the “Maturity Date”). On September 13, 2017, the Company drew down $300,000 on this Note. On October 21, 2020, the Company paid back the Sponsor for the full amount of the outstanding Note.~~

In addition to the Note, the Sponsor paid certain costs related to formation and offering for the Company. Costs in the amount of $219,022 were forgiven by the Sponsor in December 2019 and have been recorded within additional paid-in capital.

As of March 31, 2021, and December 31, 2020, the Company owed the Sponsor $1,984,190 and $1,324,257, respectively, for additional expenses paid on its behalf, which are unrelated to the Note or Working Capital Loans.

~~Advance from Related Party~~

As of October 22, 2020, the Sponsor and affiliate of the Company’s chief executive officer advanced $600,000 to the Company to cover the purchase of additional Private Placement Warrants if the over-allotment is exercised in full. Simultaneously with the closing of the sale of the Over-allotment Units, the Company utilized the advance from the Sponsor and the affiliate of the Company’s chief executive officer to issue an additional 514,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (see Note 2 for further information regarding the accounting treatment of the Private Placement Warrants). The over-allotment option expired on December 3, 2020, resulting in the return of $85,500 of the advancement not utilized. As of March 31, 2021 and December 31, 2020, there were 0 advances outstanding.

~~Administrative Support Agreement~~

The Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period ended March 31, 2021, the Company had accrued $30,000 of monthly fees to the affiliate of the Sponsor, which remained outstanding at March 31, 2021.

~~Working Capital Loans~~

In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“~~Working Capital Loans~~”). If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans. In the event that an Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any working capital loans, up to $1,500,000 of such loans may be converted into warrants of the post business combination entity at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of March 31, 2021 and December 31, 2020, the Company had 0 borrowings under the Working Capital Loans.

~~Note 5 — Commitments and Contingencies~~

~~Underwriting Agreement~~

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,900,376 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement.

~~Business Combination Agreement~~

On February 8, 2021, the Company entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”) with DCRB Merger Sub Inc., a Delaware corporation and our wholly owned subsidiary (“~~Merger Sub”), and Hyzon Motors, Inc., a Delaware corporation (“Hyzon”), pursuant to which Merger Sub will be merged with and into Hyzon (the “Merger,” together with the other transactions related thereto, the “Proposed Transactions~~”), with Hyzon surviving the Merger as our wholly owned subsidiary. The parties expect the Proposed Transactions to be completed in the second quarter of 2021, subject to, among other things, the approval of the Proposed Transactions by the Company’s stockholders, satisfaction of the conditions stated in the Business Combination Agreement and other customary closing conditions. Please see the Form 8-K filed with the SEC on February 9, 2021 for additional information.

~~Risks and Uncertainties~~

The Sponsor continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Note 6 — Stockholders’ Equity~~

~~Common Stock~~

On October 19, 2020, the Company amended and restated its certificate of incorporation to, among other things, increase the number of authorized shares of Class A common stock from 200,000,000 to 250,000,000. The authorized common stock of the Company includes up to 250,000,000 shares of Class A common stock with a par value of $0.0001 per share and 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At March 31, 2021, and December 31, 2020, there were 22,572,502 and 22,572,502 shares, respectively, of Class A common stock issued and outstanding, of which 17,410,551 and 17,521,688 shares, respectively, were subject to possible redemption. At March 31, 2021 and December 31, 2020, there were 5,643,125 and 5,643,125 shares, respectively, of Class B common stock issued and outstanding, which reflects that on September 18, 2020, October 7, 2020, October 8, 2020 and December 3, 2020, the Sponsor returned 2,875,000, 1,437,500, 1,437,500 and 106,875 Founder Shares, respectively, to the Company at no cost.

The Sponsor and an affiliate of the Company’s chief executive officer agreed to forfeit up to an aggregate of 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture would be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment option, 106,875 Founder Shares were forfeited.

~~Preferred Stock~~

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the

~~Company’s board of directors. At March 31, 2021 and December 31, 2020, there were 0 shares of preferred stock issued or outstanding.~~

~~Warrants~~

Each whole Warrant entitles the holder thereof to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as described in the prospectus for the Initial Public Offering. Only whole Warrants are exercisable. The Warrants will become exercisable on the later of 30 days after the completion of an Initial Business Combination or 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation, as described in the prospectus for the Initial Public Offering. No fractional Warrants will be issued upon separation of the units and only whole Warrants will trade.

The exercise price of each Warrant is $11.50 per share, subject to adjustment as described in the prospectus for the Initial Public Offering. In addition, if the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “~~newly issued price”), the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price.~~

~~The Warrants will become exercisable on the later of:~~


	●	~~30 days after the completion of the Initial Business Combination or,~~


	●	~~12 months from the closing of the Initial Public Offering.~~

provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant agreement).

The Company has not registered the shares of Class A common stock issuable upon exercise of the Warrants. However, the Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of an Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the Warrant agreement. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the Company’s option, require holders of the Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. On the exercise of any Warrant, the Warrant exercise price will be paid directly to the Company and not placed in the Trust Account.

Once the Warrants become exercisable, the Company may redeem the outstanding Warrants for cash (except as described in the prospectus for the Initial Public Offering with respect to the Private Placement Warrants):


	●	~~In whole and not in part;~~


	●	~~At a price of $0.01 per Warrant;~~


	●	~~Upon a minimum of 30 days’ prior written notice of redemption, referred to as the 30-day redemption period; and~~


	●	if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders.

The Company will not redeem the Warrants for cash unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the Warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Except as described in the prospectus for the Initial Public Offering, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees.

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described in the prospectus for the Initial Public Offering with respect to the Private Placement Warrants):


	●	~~in whole and not in part;~~


	●	at a price of $0.10 per Warrant, provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to the table set forth in the warrant agreement based on the redemption date and the “fair market value” of the Company’s Class A common stock (as defined below) except as otherwise described in the warrant agreement;
	●	~~upon a minimum of 30 days’ prior written notice of redemption;~~


	●	if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrantholders; and


	●	if the last sale price of the Company’s Class A common stock on the trading day prior to the date on which the Company sends the notice of redemption to the warrantholders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Warrants, as described above.

The “fair market value” of the Company’s Class A common stock shall mean the average reported last sale price of the Company’s Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of Warrants.

No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number the number of shares of Class A common stock to be issued to the holder.

As of March 31, 2021, there were 11,286,251 Public Warrants and 6,514,500 Private Placement Warrants outstanding. The Company classifies the outstanding Public Warrants and Private Placement Warrants as warrant liabilities on the Balance Sheet in accordance withfollows the guidance ~~contained~~ in ASC ~~815-40.~~

~~The Warrant~~Topic 820, Fair Value Measurement. For assets and liabilities ~~are initially~~ measured at fair value on a recurring and nonrecurring basis, a three-level hierarchy of measurements based upon ~~the closing of the Initial Public Offering~~observable and ~~subsequently re-measured~~unobservable inputs is used to arrive at ~~each reporting period using a Monte-Carlo model. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its~~ fair value. The Company recognized gains (losses) in connection with changes in the fair value of Warrant liabilities of $338,584 within change in fair value of Warrant liabilities in the Statements of Operations during the period ended March 31, 2021.

~~Note 7 — Fair Value Measurements~~

At March 31, 2021, assets held in the Trust Account were comprised of $225,731,056 in money market funds which are invested in U.S. Treasury Securities. Through March 31, 2021, the Company has not withdrawn any interest earned on the Trust Account to pay its franchise and income tax obligations.

~~The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts~~uses valuation approaches that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs ~~(market data obtained from independent sources)~~ and to minimize the use of unobservable inputs ~~(internal~~to the extent possible. The Company determines fair value based on assumptions ~~about how~~that market participants would ~~price assets and liabilities). The~~use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy ~~is used to classify assets and liabilities based on the~~distinguishes between observable ~~inputs~~ and unobservable inputs, which are categorized in one of the following levels:

•Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

•Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

•Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in ~~order~~which there is little, if any, market activity for the asset or liability at measurement date.

As of March 31, 2022, and December 31, 2021, the carrying amount of accounts receivable, other current assets, other assets, accounts payable, and accrued and other current liabilities approximated their estimated fair value due to ~~value the assets and liabilities:~~

their relatively short maturities.

~~Level 1:~~	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

~~Level 2:~~	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

~~Level 3:~~	~~Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.~~

The following ~~table presents~~tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis ~~at March 31, 2021 and December 31, 2020~~ and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair ~~value:~~

value (in thousands):

Description

Amount at
Fair Value

Level 1

Level 2

Level 3

March 31, 2021

Assets:

Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund

$
225,731,056

$
225,731,056

$
-

$
-

Liabilities:

Warrant liability – Public Warrants

$
21,105,289

$
21,105,289

$
-

$
-

Warrant liability – Private Placement Warrants

$
12,833,565

$
-

$
-

$
12,833,565

December 31, 2020

Assets:

Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund

$
225,727,721

$
225,727,721

$
-

$
-

Liabilities:

Warrant liability – Public Warrants

$
20,766,705

$
20,766,705

$
-

$
-

Warrant liability – Private Placement Warrants

$
12,833,565

$
-

$
-

$
12,833,565


	As of March 31, 2022
	Level 1		Level 2		Level 3		Total
Warrant liability – Private Placement Warrants	$	—	$	13,705	$	—	$	13,705
Earnout shares liability	—		—		100,520		100,520


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Warrant liability – Private Placement Warrants	$	15,228	$	—	$	—	$	15,228
Earnout shares liability	—		—		103,761		103,761

Private Placement Warrants

Following the lapsing of certain transferability restrictions subsequent to ~~value~~ the ~~warrant liabilities that are categorized within Level 1 at~~Business Combination, the ~~date~~features of the ~~Initial~~Private Placement Warrants became identical to the Public ~~Offering and utilizes a Black-Scholes model~~Warrants, except that so long as they are held by the sponsor of the Business Combination, the Private Placement Warrants are not redeemable by the Company. Due to ~~value~~these similarities, the ~~warrant liabilities that are categorized within Level 3 at each reporting period, with changes in fair value recognized in the Statements of Operations. The~~ estimated fair value of the ~~warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related~~Private Placement Warrants was equal to ~~expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that~~

matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

~~The significant unobservable inputs used in the Black-Scholes model to measure the warrant liabilities that are categorized within Level 3 of~~ the fair value ~~hierarchy are as follows:~~

of the Public Warrants at March 31, 2022.

As of
December 31,
2020

As of
March 31,
2021

Stock price

$
10.60

$
10.49

Strike price

$
11.50

$
11.50

Term (in years)

5.4

5.2

Volatility

27.8
%

25.5
%
Risk-free rate

0.4
%

1.0
%
Dividend yield

0.0
%

0.0
%
Fair value of warrants

$
1.97

$
1.97

Earnout to Common Stockholders

The fair value of the earnout shares was estimated by utilizing a Monte-Carlo simulation model. The inputs into the Monte-Carlo pricing model included significant unobservable inputs. The following table provides ~~a summary of~~quantitative information regarding Level 3 fair value measurement inputs:


	March 31, 2022			December 31, 2021
Stock price	$	6.39		$	6.49
Risk-free interest rate	2.4		%	1.2		%
Volatility	90.00		%	90.00		%
Remaining term (in years)	4.29			4.54

The following table presents the changes in the liabilities for Private Placement Warrants and Earnout during the three months ended March 31, 2022 (in thousands):


	Private Placement Warrants		Earnout
Balance as of December 31, 2021	$	15,228	$	103,761
Change in estimated fair value	(1,523)		(3,241)
Balance as of March 31, 2022	$	13,705	$	100,520

The Company performs routine procedures such as comparing prices obtained from independent sources to ensure that

appropriate fair values are recorded.

Note 11. Commitments and Contingencies

The Company is subject to, and may become a party to, a variety of litigation, other claims, suits, indemnity demands, regulatory actions, and government investigations and inquiries in the ordinary course of business. The Company is party to current legal proceedings as discussed more fully below.

NaN related putative securities class action lawsuits were filed between September 30, 2021 and November 15, 2021, in the U.S. District Court for the Western District of New York against the Company, certain of the Company’s current officers and directors and certain officers and directors of DCRB: (Kauffmann v. Hyzon Motors Inc., et al. (No. 21-cv-06612-CJS), Brennan v. Hyzon Motors Inc., et al. (No. 21-cv-06636- CJS), and Miller v. Hyzon Motors Inc. et al. (No. 21-cv-06695-CJS)), asserting violations of federal securities laws. The complaints generally allege that the Company and individual defendants made materially false and misleading statements relating to the nature of the Company’s customer contracts, vehicle orders, and sales and earnings projections, based on allegations in a report released on September 28, 2021, by Blue Orca Capital, an investment firm that indicated that it held a short position in our stock and which has made numerous allegations about the Company. These lawsuits have been consolidated under the caption In re Hyzon Motors Inc. Securities Litigation (Case No. 6:21-cv-06612-CJSMWP), and on March 21, 2022, the court-appointed lead plaintiff filed a consolidated amended complaint seeking monetary damages.

Between December 16, 2021 and January 14, 2022, 3 related shareholder derivative lawsuits were filed in the U.S. District Court for the Western District of New York: (Lee v. Anderson et al. (No. 21-cv-06744-CJS); Révész v. Anderson et al. (No. 22-cv-06012-CJS); and Shorab v. Anderson et al. (No. 22-cv-06023CJS)). On February 2, 2022, a similar shareholder derivative lawsuit was filed in the U.S. District Court for the District of Delaware (Yellets v. Gu et al. (No. 22-cv-00156), and on February 3, 2022, another similar shareholder derivative lawsuit was filed in the Supreme Court of the State of New York, Kings County (Ruddiman v. Anderson et al. (No. 503402/2022)). These lawsuits name as defendants

the Company’s current directors and certain former directors of DCRB, along with the Company as a nominal defendant, and generally allege that the individual defendants breached their fiduciary duties by making or failing to prevent the misrepresentations alleged in the consolidated securities class action, and assert claims for violations of federal securities laws, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. These lawsuits generally seek equitable relief and monetary damages.

On March 18, 2022, a putative class action complaint, Malork v. Anderson et al. (C.A. No. 2022-0260- KSJM), was filed in the Delaware Court of Chancery against certain officers and directors of DCRB, DCRB’s sponsor, and certain investors in DCRB’s sponsor, alleging that the director defendants and controlling shareholders of DCRB’s sponsor breached their fiduciary duties in connection with the merger between DCRB and Legacy Hyzon. The complaint seeks equitable relief and monetary damages.

Between January 26, 2022 and March 28, 2022, Hyzon received 4 demands for books and records pursuant to Section 220 of the Delaware General Corporation Law from stockholders who state they are investigating whether to file similar derivative or stockholder lawsuits, among other purposes. The proceedings are subject to uncertainties inherent in the litigation process. We cannot predict the outcome of these matters or estimate the possible loss or range of possible loss, if any.

On January 12, 2022, the Company announced that it had received a subpoena from the SEC for production of documents and information, including documents and information related to the allegations made in the September 28, 2021 report issued by Blue Orca Capital. The Company is cooperating with the SEC.

Regardless of outcome, such proceedings or claims can have an adverse impact on us because of legal defense and settlement costs, our obligations to indemnify third parties, diversion of resources, and other factors, and there can be no assurances that favorable outcomes will be obtained. Based on the early-stage nature of these cases, we cannot predict the outcome of these matters or estimate the possible loss or range of possible loss, if any.

Note 12. Stock-based Compensation Plans

The following table summarizes the Company’s stock option and Restricted Stock Unit (“RSU”) activity:


	Stock Options					RSUs
	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual (Years)	Aggregate Intrinsic Value (in 000s)	Number of RSUs	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2021	19,311,140	$	1.29	13.07	100,885	1,852,685	$	6.14
Granted	188,232	$	6.29	—	—	107,310	$	5.22
Exercised or released	(30,008)	$	1.13	—	—	(95,576)	$	3.53
Forfeited/Cancelled	(38,984)	$	1.13	—	—	—	$	—
Outstanding at March 31, 2022	19,430,380	$	1.30	12.78	99,280	1,864,419	$	6.22
Vested and expected to vest, March 31, 2022	13,892,880	$	1.15	12.39	73,271	1,864,419	$	6.22
Exercisable and vested at March 31, 2022	12,116,476	$	1.13	13.15	63,749	—

As of March 31, 2022, there was $2.5 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 4.46 years.

RSUs granted under the Company’s equity incentive plans typically vest over a four or five-year period beginning on the date of grant. RSUs will be settled through the issuance of an equivalent number of shares of our common stock and are

equity classified. The fair value of restricted shares is determined based upon the ~~warrant liabilities that~~stock price on the date of grant. As of March 31, 2022, unrecognized compensation costs related to unvested RSUs of $9.6 million is expected to be recognized over a remaining weighted average period of 3.42 years.

Earnout to Other Equity Holders

Earnout awards to other equity holders are ~~measured~~accounted for under ASC 718 were vested at ~~fair value on a recurring basis:~~

Private
Placement

Public

Warrant
Liabilities

Fair value as of December 31, 2020

$
12,833,565

$
20,766,705

$
33,600,270

Change in valuation inputs or other assumptions

-

338,584

338,584

Fair value as of March 31, 2021

$
12,833,565

$
21,105,289

$
33,938,854

~~There were 0 transfers between Levels 1, 2 or 3 during~~ the ~~period~~time of grant, and therefore recognized immediately as compensation expense. Total compensation expense recorded in the three months ended March 31, ~~2021.~~

2022 related to these earnout awards was $1.0 million. Certain earnout awards to other equity holders contained performance and market-based vesting conditions, and as the performance conditions are not deemed probable at March 31, 2022, no compensation expense has been recorded related to these awards.

Note ~~8 — Subsequent Events~~

~~Management~~13. Stockholders' Equity

The Company is authorized to issue 400,000,000 shares of common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2022 and December 31, 2021, there were 247,881,568 and 247,758,412 shares of Class A common stock issued and outstanding, respectively.

As of March 31, 2022 and December 31, 2021, there were 11,286,242 Public Warrants and 8,014,500 Private Placement Warrants, for a total of 19,300,742 warrants outstanding.

Ardour Subscription Agreement

As of March 31, 2022, and December 31, 2021, there were 230,048 and 293,087 Ardour Warrants outstanding, respectively. In the three months ended March 31, 2022, the Company issued 28,333 shares of common stock for the cashless exercise of certain Ardour Warrants.

Equity Repurchase Program

On November 17, 2021, the Company’s board of directors authorized the repurchase of up to $5.0 million of its outstanding common stock and/or Public Warrants. The timing and amount of any share repurchases under the Company’s share repurchase authorization will be determined by management based on market conditions and other considerations. Such repurchases may be executed in the open market. As of December 31, 2021, the Company had repurchased 256,977 public warrants for $0.5 million. In the three months ended March 31, 2022, the Company repurchased an additional 15,600 public warrants for $31 thousand. The Company suspended the share repurchase program as of January 5, 2022.

Note 14. Related Party Transactions

Horizon IP Agreement

In January 2021, the Company entered into an intellectual property agreement (the “Horizon IP Agreement”) with Jiangsu Qingneng New Energy Technologies Co., Ltd. and Shanghai Qingneng Horizon New Energy Ltd. (together, “JS Horizon”) both of which are affiliates of the Company’s ultimate parent, Horizon. In September 2021, Jiangsu Horizon Powertrain Technologies Co. Ltd. (“JS Powertrain”) was an added party to the agreement. Pursuant to the agreement the parties convey to each other certain rights in intellectual property relating to Hyzon’s core fuel cell and mobility product technologies, under which Hyzon was to pay JS Horizon and JS Powertrain a total fixed payment of $10 million. As of March 31, 2022, the full $10 million has ~~evaluated~~been paid, $6.9 million was paid in 2021 and the ~~impact~~remaining $3.1 million was paid in February 2022.

Related Party Payables and Receivables

Horizon Fuel Cell Technologies and Related Subsidiaries

Hyzon utilizes Horizon to supply certain fuel cell components. In March 2021, the ~~date these financial statements were available~~Company made a deposit payment to ~~be issued. All subsequent events required~~Horizon in the amount of $5.0 million to ~~be disclosed are~~secure fuel cell components. This payment is included in ~~these financial statements.~~

prepaid expenses as none of the components have yet been received. In ~~connection~~addition, the Company made other deposit payments to purchase fuel cell systems and components from Horizon and its affiliates. For the three months ended March 31, 2022, Cost of revenue of $0.1 million for fuel cell components purchased from Horizon and its affiliates were recorded in the Company’s unaudited Consolidated Statements of Operations and Comprehensive Loss.

Certain employees of Horizon and its affiliates provide services to the Company. Based on an analysis of the compensation costs incurred by Horizon and an estimate of the proportion of effort spent by such employees on each entity, an allocation of approximately $0.3 million and $0.1 million was recorded in the Company’s unaudited Consolidated Statements of Operations and Comprehensive Loss related to such services for the three months ended March 31, 2022, and 2021, respectively.

The related party liability to Horizon and its affiliates is $0.6 million and $3.6 million as of March 31, 2022 and December 31, 2021, respectively.

Holthausen and Affiliates

The Company entered into a joint venture agreement in October 2020 to create Hyzon Motors Europe B.V. (“Hyzon Europe”) with Holthausen Clean Technology Investments B.V. (“Holthausen”). As Hyzon Europe builds out its production facilities, it relies on Holthausen and its affiliates for certain production resources that result in related party transactions. In addition, both companies rely on certain suppliers, including Horizon.

The Company currently owns 50.5% of the equity interests of Hyzon Europe. On December 31, 2021, Hyzon executed a non-binding Letter of Intent (“LOI”) with Holthausen to increase its stake to 75% in Hyzon Europe. Concurrent with the ~~Proposed Transactions~~signing of this LOI, €1 million refundable deposit was paid to Holthausen, approximately $1.1 million in U.S. dollars (“USD”). This deposit is recorded in the unaudited Consolidated Balance Sheets in Prepaid expenses and other current assets.

On May 5, 2022, the Company entered into a Stock Purchase Agreement (“SPA”) with Holthausen, whereby the Company agreed to purchase 735,000 shares Holthausen holds in Hyzon ~~certain~~Europe. When the transaction closes, the Company will own 75% of the issued and outstanding shares of Hyzon Europe, and Holthausen will own 25%. As part of the SPA, Holthausen agreed to transfer to Hyzon Europe all of its shares of stock in Holthausen Clean Technology B.V, private limited liability company registered in the Netherlands. The Company agreed to a total purchase price of €27.0 million, approximately $28.5 million in USD, in a combination of cash and equity of the Company.

For the three months ended March 31, 2022, the Company paid $0.1 million in director services to Carl Holthausen and Max Holthausen as executives of Hyzon Europe.

As of March 31, 2022 and December 31, 2021, the Company has a net related party receivable in the amount of $0.4 million and $0.3 million, respectively from Holthausen.

Note 15. Loss per share

The following table presents the information used in the calculation of our ~~purported~~basic and diluted loss per share attributable to Hyzon common stockholders (in thousands, except per share data):


	Three Months Ended March 31,
		2022		2021
Net loss attributable to Hyzon		$	(9,065)	$	(8,147)
Weighted average shares outstanding:
Basic		247,940		166,201
Effect of dilutive securities		—		—
Diluted		247,940		166,201
Loss per share attributable to Hyzon:
Basic		$	(0.04)	$	(0.05)
Diluted		$	(0.04)	$	(0.05)

The weighted average number of shares outstanding prior to Business Combination were converted at the Exchange Ratio.

Potentially dilutive shares are excluded from the computation of diluted net loss when their effect was antidilutive. The following outstanding common stock equivalents (in thousands) were excluded from the computation of diluted net loss per share for the periods presented because including them would have ~~filed lawsuits alleging breaches~~been anti-dilutive.


	Three Months Ended March 31,
		2022	2021
Restricted stock units		1,864	872
Stock options with service conditions		12,121	12,525
Stock options for former CTO		1,772	1,772
Stock options with market and performance conditions		5,538	5,538
Private placement warrants		8,015	—
Public Warrants		11,286	—
Earnout shares		23,250	—
Hongyun warrants		31	—
Ardour warrants		230	326

Table of fiduciary duty against the Company and its directors related to the proposed business combination and the preliminary proxy statement filed in connection therewith. Lanctot v. Decarbonization Plus Acquisition Corp. et al., Index No. 652070/2021 (N.Y. Sup. Ct., N.Y. Cnty.); Pham v. Decarbonization Plus Acquisition Corp. et al., Case No. 21-CIV-01928 (Cal. Sup., San Mateo Cnty.). We have also received demand letters making similar allegations. We believe that these pending and threatened lawsuits are without merit.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

~~References to the “Company,” “our,” “us” or “we” refer to Decarbonization Plus Acquisition Corporation.~~

The following discussion and analysis provide information that management believes is relevant to an assessment and understanding of ~~the Company’s financial condition and~~our consolidated results of operations and financial condition. This discussion is intended to supplement, and should be read in conjunction with ~~the unaudited condensed consolidated financial statements~~“Management’s Discussion and ~~the notes thereto contained~~Analysis of Financial Condition and Results of Operations” included in ~~Item 1. of this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.~~ ~~Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.~~

~~Cautionary Note Regarding Forward-Looking Statements~~

~~This Quarterly~~our 2021 Annual Report filed on Form ~~10-Q includes forward-looking statements within~~10-K. Unless the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well ascontext otherwise requires, all ~~other statements other than statements of historical fact included~~references in this ~~Form 10-Q. Factors that might cause or contribute~~section to ~~such a discrepancy include, but~~“Hyzon,” “we,” “us,” and “our” are ~~not limited~~intended to ~~those described in our other Securities~~mean the business and ~~Exchange Commission (“SEC”) filings.~~

~~Overview~~

~~We are a blank check company incorporated as a Delaware corporation and formed for the purpose~~operations of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “initial business combination”). Our Sponsor is Decarbonization Plus Acquisition Sponsor, LLC, a Delaware limited liability company (“Sponsor”) and an affiliate of Riverstone Investment Group LLC, a Delaware limited liability company,Hyzon Motors Inc. and its affiliates (“Riverstone”). Although we may pursue an acquisition opportunity in any business or industry, we intend to capitalize on the Riverstone platform to identify, acquire and operate a business in industries that may provide opportunities for attractive risk-adjusted returns in one of the multiple sectors that may advance the objectives of global decarbonization. This includes the energy and agriculture, industrials, transportation and commercial and residential sectors.

The Registration Statement for our initial public offering was declared effective on October 19, 2020 (the “Public Offering”). On October 22, 2020, (the “Closing Date”) we consummated the Public Offering of 20,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring transaction costs of approximately $11.7 million, consisting of $4.0 million of underwriting fees, $7.0 million of deferred underwriting fees and approximately $700,000 of other offering costs. The underwriters were granted a 45-day option from the date of the final prospectus relating to the Public Offering to purchase up to 3,000,000 additional units to cover over-allotments, if any, at $10.00 per unit, less underwriting discounts and commissions. On November 9, 2020, the underwriters partially exercised the over-allotment option and, on November 12, 2020, the underwriters purchased an additional 2,572,502 of the Over-allotment Units, generating gross proceeds of $25,725,020 (the “Over-allotment Units”). In connection with the sale of the Over-allotment Units, we incurred an additional $514,500 of underwriting fees and $900,376 of deferred underwriting fees. The remaining over-allotment option subsequently expired.

~~Simultaneously with~~consolidated subsidiaries following the consummation of the ~~Public Offering,~~Business Combination and to Legacy Hyzon and its consolidated subsidiaries prior to the Business Combination.

Overview

Headquartered in Rochester, New York, with operations in North America, Europe, China, and Australasia, Hyzon provides decarbonized solutions primarily for commercial vehicles market and hydrogen supply infrastructure.

Vehicles and Vehicle Platforms

Our commercial vehicle business is focused primarily on assembling and supplying hydrogen-powered fuel cell electric vehicles (“FCEVs”), including heavy-duty (Class 8) trucks, medium-duty (Class 6) trucks, light-duty (Class 3 and 4) trucks, and 40 and 60-foot (12 and18-meter) city and coach buses to commercial vehicle operators.

On-road, our potential customers include shipping and logistics companies and retail customers with large distribution networks, such as grocery retailers, food and beverage companies, waste management companies, and municipality and government agencies around the world. Off-road, our potential customers include mining, material handling and port equipment manufacturers and operators. Initial strategic customer groups often employ a ‘back-to-base’ model where their vehicles return to a central base or depot between operations, thereby allowing operators to have fueling independence as the necessary hydrogen can be produced locally at or proximate to the central base and dispensed at optimally-configured hydrogen refueling stations. Hyzon may expand its range of products and hydrogen solutions as the transportation sector increasingly adopts hydrogen propulsion and investments are made in hydrogen production and related infrastructure in accordance with our expectations.

In addition, we ~~consummated~~perform integration for rail and aviation customers and plan to expand our integration activities across maritime and other applications in the ~~sale~~future. We expect the opportunities in these sectors to continue to expand with the rapid technological advances in hydrogen fuel cells and the increasing investments in hydrogen production, storage and refueling infrastructure around the world.

Fuel and Infrastructure

Our hydrogen supply infrastructure business is focused on building and fostering a clean hydrogen supply ecosystem with leading partners from feedstock through hydrogen production, dispensing and financing. We collaborate with strategic partners on development, construction, operation, and ownership of ~~6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant~~hydrogen production facilities and refueling stations in ~~a private placement to our Sponsor, our independent directors and WRG Investors, LLC, an affiliate~~each major region of our ~~chief executive officer (“WRG”), generating gross proceeds~~operations, which we intend to complement our back-to-base model and near-term fleet deployment opportunities.

COVID-19 Pandemic

The COVID-19 pandemic is currently impacting countries, communities, supply chains, and the global financial markets. Governments have imposed laws requiring social distancing, travel restrictions, shutdowns of ~~$6.0 million (the “Private Placement”). Simultaneously~~businesses and quarantines, among others, and these laws may limit our ability to meet with potential customers or partners, or affect the ~~closing~~ability of our personnel, suppliers, partners and customers to operate in the ordinary course of business. Although the economy has begun to recover, the severity and duration of the ~~sale~~related global economic crisis is not fully known. The COVID-19 pandemic is expected to continue to have residual negative impacts, in particular the supply chain continues to face disruptions. Rebounding demand in key components challenge the supply base and supply chain with short notice and increasing volume levels. The supply constraints include overseas freight congestion causing extended lead times, semiconductor allocation, other raw/component material shortages and supplier staffing challenges.

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The COVID-19 pandemic and measures to prevent its spread have had the following impact on our business:

•Our workforce. Employee health and safety is our priority. In response to COVID-19, we established protocols to help protect the health and safety of our workforce. We will continue to stay up-to-date and follow local, Centers for Disease Control and Prevention (“CDC”), or World Health Organization (“WHO”) guidelines regarding safe work environment requirements.

•Operations and Supply Chain. We continue to experience supply chain disruptions, which may temporarily limit our ability to outfit vehicles and fuel cell systems with key components. However, our global footprint has allowed us to leverage our strategic partnerships and to meet customer demands for zero-emission heavy commercial vehicles despite these challenges. In the future, we may experience supply chain disruptions from related or third-party suppliers and any such supply chain disruptions could cause delays in our development and delivery timelines. We continue to monitor the situation for any potential adverse impacts and execute appropriate countermeasures, where possible.

While we have experienced some operational challenges, the long-term implications of the ~~Over-allotment Units,~~COVID-19 pandemic on our ~~Sponsor~~workforce, operations and ~~WRG purchased an additional 514,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $514,500.~~

Approximately $225.7 million ($10.00 per Unit) of the net proceeds of the Public Offering (including the Over-allotment Units) and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) located in the United States with the Continental Stock Transfer & Trust Company, and invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of our initial business combination and (ii) the distribution of the Trust Account as otherwise permitted under our amended and restated certificate of incorporation.

If we are unable to complete an initial business combination within 24 months from the closing of the Public Offering, or October 22, 2022, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

~~Proposed Business Combination~~

~~Business Combination Agreement~~

~~On February 8, 2021, we entered into a business combination agreement (the “Business Combination Agreement”) with Merger Sub and~~ ~~Hyzon Motors Inc. (“~~Hyzon”), pursuant to which Merger Sub will be merged with and into Hyzon, with Hyzon surviving the Merger as our wholly owned subsidiary (the “Proposed Transactions”). The parties expect the Proposed Transactions to be completed in the second quarter of 2021, subject to, among other things, the approval of the Proposed Transactions by our stockholders, satisfaction of the conditions stated in the Business Combination Agreement and other customary closing conditions.

~~Lock-Up Agreement~~

In connection with the execution of the Business Combination Agreement, on February 8, 2021, certain stockholders of Hyzon, whose ownership interests collectively represent approximately 90% of the outstanding common stock, par value $0.001 per share, of Hyzon (“Hyzon Common Stock”) on a fully diluted basis, entered into a Lock-Up Agreement (the “Lock-Up Agreement”) with us and Hyzon pursuant to which they agreed, subject to certain customary exceptions, not to effect any direct or indirect sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any agreement with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, with respect to any shares of our Class A common stock held by them immediately after the effective time of the Merger, including any shares of our Class A common stock issuable upon the exercise of any warrants or other rights to purchase shares of our Class A common stock held by them immediately following the closing of the Merger (the “Closing”), for six months after the Closing.

~~Founder Warrant Agreement~~

In connection with the execution of the Business Combination Agreement, on February 8, 2021, our Sponsor and certain other holders of our warrants (together with our Sponsor, the “Founder Warrant Holders”) entered into a Founder Warrant Agreement (the “Founder Warrant Agreement”) with us pursuant to which each of the Founder Warrant Holders agreed that, following the Closing, such Founder Warrant Holder will not transfer 75% of its Private Placement Warrants until the earlier of (a) one year after the Closing and (b) subsequent to the Closing, (x) the date on which the last sale price of our Class A common stock quoted on NASDAQ (or the exchange on which the shares of our Class A common stock are then listed) equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of our Class A common stock for cash, securities or other property.

Upon and subject to the Closing, 12.5% of each Founder Warrant Holder’s Private Placement Warrants (the “$12.00 Warrants”) will become subject to potential forfeiture, and each Founder Warrant Holder agrees not to exercise such $12.00 Warrants unless and until the occurrence of a date on which the last reported sales price of one share of our Class A common stock quoted on NASDAQ (or the exchange on which the shares of our Class A common stock are then listed) is greater to or equal to $12.00 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period within the five year period commencing on the one year anniversary of the Closing.

Upon and subject to the Closing, 12.5% of each Founder Warrant Holder’s Private Placement Warrants (the “$14.00 Warrants”) will become subject to potential forfeiture, and each Founder Warrant Holder agrees not to exercise such $14.00 Warrants unless and until the occurrence of a date on which the last reported sales price of one share of our Class A common stock quoted on NASDAQ (or the exchange on which the shares of our Class A common stock are then listed) is greater to or equal to $14.00 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period within the five year period commencing on the one year anniversary of the Closing.

~~Subscription Agreements~~

In connection with the execution of the Business Combination Agreement, on February 8, 2021, the Company and Hyzon entered into separate subscription agreements (collectively, the “Subscription Agreements”) with a number of investors (collectively, the “Subscribers”), pursuant to which the Subscribers agreed to purchase, and we agreed to sell to the Subscribers, an aggregate of 40,500,000 shares of our Class A common stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $400,000,000, in a private placement (the “PIPE”).

The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements is contingent upon, among other customary closing conditions, the concurrent consummation of the Proposed Transactions. The purpose of the PIPE is to raise additional capital for use by the combined company following the Closing.

Pursuant to the Subscription Agreements, we agreed that, within 15 calendar days after the consummation of the Proposed Transactions, we will file with the SEC (at our sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”), and we will use our reasonable best efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof.

~~Ardour Subscription Agreement~~

In connection with the execution of the Business Combination Agreement, on February 8, 2021, the Company, Ardour Capital Investments LLC (“Ardour Capital”), ACP Mgmt Corp. and Hyzon entered into a subscription agreement (the “Ardour Subscription Agreement”), pursuant to which ACP Mgmt Corp. agreed, in full satisfaction of Ardour Capital’s right to receive a warrant to purchase shares of Hyzon Common Stock for its services as a financial advisor to Hyzon, to purchase, and we agreed to sell to ACP Mgmt Corp., warrants exercisable for one share of our Class A common stock at an exercise price of $2.20, subject to the terms of a Warrant Agreement, to be entered into by and between the Company and Continental Stock Transfer & Trust Company in connection with Closing (the “Ardour Warrant Agreement”). Such warrants will be governed by and exercisable subject to the terms and conditions of the Ardour Warrant Agreement.

The foregoing descriptions of the Business Combination Agreement, the Lock-Up Agreement, the Founder Warrant Agreement, the Subscription Agreements and the Ardour Subscription Agreement are qualified in their entirety by reference to the full text of the Business Combination Agreement, the Lock-Up Agreement, the Founder Warrant Agreement, the form of the Subscription Agreement and the Ardour Subscription Agreement, copies of which are included as exhibits to our Current Report on Form 8-K filed with the SEC on February 9, 2021, and incorporated herein by reference.

~~Results of Operations~~

~~Our only activities from inception through March 31, 2021 related to our formation and the Public Offering,~~supply chain, as well as ~~due diligence costs incurred.~~ demand remain uncertain. These factors may in turn, have a material adverse effect on our results of operations, financial position, and cash flows.

Key Trends and Uncertainties

We ~~expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting~~believe that our performance and ~~auditing compliance), as well as costs~~future success depends on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the ~~pursuit~~section entitled “Risk Factors” included in our Annual Report filed on Form 10-K for the year ended December 31, 2021.

Commercial Launch of ~~our acquisition plans.~~

~~For~~Hyzon-branded commercial vehicles and other hydrogen solutions

We reported $0.4 million of revenue from hydrogen fuel cell system sales for the three months ended March 31, ~~2020,~~2022; however, our business model has yet to be proven. Prior to full commercialization of our commercial vehicle business at scale, we ~~had~~must complete the construction of required manufacturing facilities and achieve research and development milestones. We must establish and operate facilities capable of producing our hydrogen fuel cell systems or assembling our hydrogen-powered commercial vehicles in appropriate volumes and at competitive costs.

Until we can generate sufficient additional revenue from our commercial vehicle business, we expect to finance our operations through equity and/or debt financing. The amount and timing of our future funding requirements will depend on many factors, including the pace and results of our development efforts. We expect that any delays in the successful completion of our manufacturing facilities, availability of critical parts, and/or validation and testing will impact our ability to generate revenue.

Hydrogen Production & Supply Infrastructure

We continue to develop an end-to-end hydrogen ecosystem delivery model, with a ~~net loss~~partner-driven approach to design, build, own and operate hydrogen production hubs and downstream dispensing infrastructure expected to provide zero-to-negative carbon intensity hydrogen at below diesel-parity cost structures supporting Hyzon vehicle fleet deployments. We intend to continue forming additional partnerships across the full hydrogen feedstock, production and dispensing value chain in each major region in which we operate, that will be designed to ensure that the hydrogen fuel required is available at the cost and carbon intensity requirements to drive fleet conversions to Hyzon hydrogen FCEVs. Because we have a partner-driven approach, we are naturally reliant upon our partners’ performance in fulfilling the obligations that we depend on for delivery of ~~approximately $0.9 thousand,~~each segment of that value chain. Additionally, consistent with other construction projects, there are risks related to realized construction cost and schedule that can impact final cost to produce and deliver hydrogen and timing of that delivery, along with the availability of feedstock near our vehicle fleet deployments. We intend to manage these risks by partnering with high quality and high performing partners with a track record of timely delivery and instituting commercial agreements to drive down construction cost and achieve on-time scheduled performance.

Continued Investment in Innovation

We believe that we are the industry-leading hydrogen technology company with the most efficient and reliable fuel cell powertrain technologies and an unmatched product and service offering. Our financial performance will be significantly dependent on our ability to maintain this leading position. We expect to incur substantial and increasing research and

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development expenses and stock-based compensation expenses as a result. We dedicate significant resources towards research and development and invest heavily in recruiting talent, especially for vehicle design, vehicle software, fuel cell system, and electric powertrain. We will continue to recruit and retain talented personnel to grow our strength in our core technologies. We expect to incur additional stock-based compensation expenses as we support our growth and status as a publicly traded company. We expect our strategic focus on innovation will further solidify our leadership position.

Customer Demand

We are continually seeking to expand our customer base; however we depend on a few major customers and we expect this will continue for the next several years. These customers will mostly employ a back-to-base model in the early adoption phase of FCEVs. Vehicles will return to a central “base” between operations, allowing them to refuel onsite and/or nearby, where hydrogen can be produced locally at or proximate to the central base. While we focus on back-to-base or regional customers, we expect to expand our target customer focus to include longer-haul truck and bus segments, additional vehicle classes, stationary power, and incremental mobility applications (e.g., rail, marine, aviation) for customers around the world.

Supplier Relationships

We depend on third parties, including our majority beneficial shareholder and parent company Horizon for supply of key inputs and components for our products, such as fuel cells and automotive parts. We intend to negotiate potential relationships with industry-leading OEMs to supply chassis for our Hyzon-branded vehicles but do not yet have any binding agreements and there is no guarantee that definitive agreements will be reached. Even if we reach such agreements, such suppliers, including Horizon, may be unable to deliver the inputs and components necessary for us to produce our hydrogen-powered commercial vehicles or hydrogen fuel cell systems at prices, volumes, and specifications acceptable to us. If we are unable to source required inputs and other components from third parties on acceptable terms, it could have a material adverse effect on our business and results of operations.

The automotive industry continues to face many supply chain disruptions. We are experiencing increases in both the cost of and time to receive raw materials, such as semiconductors or chassis. Any such increase or supply interruptions could materially negatively impact our business, prospects, financial condition, and operating results. Many of the parts for our products are sourced from suppliers in China, and the manufacturing situation in China remains uncertain.

Market Trends and Competition

The last ten years have seen the rapid development of alternative energy solutions in the transportation space. We believe this growth will continue to accelerate as increased product offerings, technological developments, reduced costs, additional supporting infrastructure, and increased global focus on climate goals drive broader adoption.

We believe that commercial vehicle operators, one of our initial target markets, will be driven towards hydrogen-powered commercial vehicles predominantly by the need to decarbonize activities, but also by the potential for lower total cost of ownership in comparison to the cost of ownership associated with traditional gasoline and diesel internal combustion engines. Our fuel cell technology can be deployed across a broad range of mobility applications, including on-road, off-road, rail, maritime and aviation.

The competitive landscape for our commercial vehicles ranges from vehicles relying on legacy internal combustion engines, to extended range electric and battery electric engines, to other hydrogen fuel cell and alternative low-to-no carbon emission propulsion vehicles. Competitors include well established vehicle companies already deploying vehicles with internal fuel cell technology and other heavy vehicle companies that have announced their plans to offer fuel cell trucks in the future. We also face competition from other fuel cell manufacturers. We believe that our company is well positioned to capitalize on growth in demand for alternative low-to-no carbon emission propulsion vehicles due to the numerous benefits of hydrogen power, including hydrogen’s abundance and ability to be produced locally and the generally faster refueling times for hydrogen-powered commercial vehicles, as compared to electricity-powered vehicles. However, in order to successfully execute on our business plan, we must continue to innovate and convert successful research and development efforts into differentiated products, including new commercial vehicle models.

Our current and potential competitors have greater financial, technical, manufacturing, marketing and other resources. Our competitors may be able to deploy greater resources to the design, development, manufacturing, distribution, promotion, sales, marketing, and support of their internal combustion, alternative fuel and electric truck programs.

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Regulatory Landscape

We operate in a highly regulated industry. The failure to comply with laws or regulations, including but limited to rules and regulations covering vehicle safety, emissions, dealerships, and distributors, could subject us to significant regulatory risk and changing laws and regulations and changing enforcement policies and priorities could adversely affect our business, prospects, financial condition and operating results. We may be also required to obtain and comply with the terms and conditions of multiple environmental permits, many of which ~~consisted~~are difficult and costly to obtain and could be subject to legal challenges. We depend on global customers and suppliers, and adverse changes in governmental policy or trade regimes could significantly impact the competitiveness of ~~approximately $0.9 thousand~~our products. Changes to applicable tax laws and regulations or exposure to additional income tax liabilities could affect our business and future profitability. See the section entitled “Government Regulations” in ~~general~~our Annual Report filed on Form 10-K for the year ended December 31, 2021.

Results of Operations

The following table sets forth our historical operating results for the periods indicated (in thousands):


	Three Months Ended March 31,
	2022		2021		$ Change		% Change
Revenue	$	356	$	—	$	356	N/M
Operating expense:
Cost of revenue	424		—		424		N/M
Research and development	6,212		627		5,585		891	%
Selling, general, and administrative	20,470		3,146		17,324		551	%
Total operating expenses	27,106		3,773		23,333		618	%
Loss from operations	(26,750)		(3,773)		(22,977)		609	%
Other income (expense):
Change in fair value of private placement warrant liability	1,523		—		1,523		N/M
Change in fair value of earnout liability	3,241		—		3,241		N/M
Change in fair value of equity securities	12,530		—		12,530		N/M
Foreign currency exchange loss and other expense	(1,057)		(28)		(1,029)		3675	%
Interest income (expense), net	17		(4,588)		4,605		(100)	%
Total other income (expense)	16,254		(4,616)		20,870		(452)	%
Net loss before income taxes	(10,496)		(8,389)		(2,107)		25	%
Income tax expense	526		—		526		N/M
Net loss	$	(11,022)	$	(8,389)	$	(2,633)	31	%
Less: Net loss attributable to noncontrolling interest	(1,957)		(242)		(1,715)		709	%
Net loss attributable to Hyzon	$	(9,065)	$	(8,147)	$	(918)	11	%

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Three Months Ended March 31, 2022 and ~~administrative expenses.~~

~~For~~2021

Hyzon was formed and commenced operations on January 21, 2020. As a result, we have a very limited operating history from inception and limited prior period comparable information available to be presented in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Hyzon.”

Revenue. Revenue for the three months ended March 31, ~~2021, we had a net loss~~2022 was $0.4 million, and represents sales of ~~approximately $1.1~~fuel cell systems. We did not generate revenue for the three months ended March 31, 2021.

Operating Expenses. Operating expenses for the three months ended March 31, 2022 were $27.1 million ~~which consisted~~compared to $3.8 million for the three months ended March 31, 2021. Operating expenses consist of ~~approximately $0.8 million in~~cost of revenue, research and development expenses and selling, general and administrative ~~expenses, including due diligence~~expenses.

Cost of Revenue. Cost of revenue includes direct materials, labor costs, incurred in the pursuit of our acquisition plans, $0.3 million due to the change in the fair value of warrant liabilities, offset by interest earned on marketable securities held in the Trust Account of $3.3 thousand.

~~Liquidity and Capital Resources~~

Our liquidity needs up to the Public Offering were satisfied through receipt of a $25,000 capital contribution from our Sponsor in exchange for the issuance of Class B common stock (the “Founder Shares”) to our Sponsor and a loan from our Sponsor for an aggregate amount of $300,000 to cover organizational expenses and expensesallocated overhead costs related to the ~~Public Offering pursuant to a promissory note (the “Note”). On September 13, 2017, we drew down $300,000 on~~manufacture of hydrogen FCEVs, fuel cell systems, and estimated warranty costs. Cost of revenue for the Note. We repaid the Note in full to our Sponsor on October 21, 2020. Subsequent to the consummation of the Public Offering, our liquidity needs have been satisfied through the net proceeds of approximately $2.0 million from the Private Placement held outside of the Trust Account.

In addition, in the short term and the long term, in order to finance transaction costs in connection with a business combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. As ofthree months ended March 31, ~~2020 there were no amounts outstanding under any working capital loans.~~

~~Contractual Obligations~~

~~Registration Rights~~

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares will be entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights.2022 was $0.4 million. We ~~will bear the expenses incurred in connection with the filing of any such registration statements.~~

~~Underwriting Agreement~~

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.0 million in the aggregate, paid upon closing of the Public Offering. An additional fee of approximately $514,500 in the aggregate was due in connection with the closing of the sale of the Over-allotment Units.

In addition, $0.35 per unit, or approximately $7.90 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.

~~Administrative Services Agreement~~

Commencing on the date that our securities were first listed on the NASDAQ Capital Market and continuing until the earlier of our consummation of an initial business combination or our liquidation, we have agreed to pay an affiliate of our Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services. We recorded an aggregate of $30,000did not generate revenue for the three months ended March 31, 2021 and therefore had no cost of revenue for the three months ended March 31, 2021.

Research and Development Expenses. Research and development expenses represent costs incurred to support activities that advance the development of current and next generation hydrogen powered fuel cell systems, the design and development of electric powertrain, and the integration of those systems into various mobility applications. Our research and development expenses consist primarily of employee-related personnel expenses, prototype materials and tooling, design expenses, consulting and contractor costs and an allocated portion of overhead costs.

Research and development expenses were $6.2 million and $0.6 million in the three months ended March 31, 2022 and 2021, respectively. The increase was primarily due to $3.5 million in higher personnel costs in developing our research and development expertise in vehicle design, vehicle software, fuel cell system, and electric powertrain. The remaining increase of $2.1 million was primarily due to the advancing development of current and next generation hydrogen powered fuel cell systems, the design and development of electric powertrain, and the integration of those systems into various mobility applications. We expect research and development expenses to continue to increase significantly going forward as we build out our research facilities and organization.

Selling, General, and Administrative Expenses. Selling expenses consist primarily of employee-related costs for individuals working in our sales and marketing departments, third party commissions, and related outreach activities. General and administrative expenses consist primarily of personnel-related expenses associated with our executive, finance, legal, information technology and human resources functions, as well as professional fees for legal, audit, accounting and other consulting services, and an allocated portion of overhead costs.

Selling, general, and administrative expenses ~~in connection with the related agreement~~were $20.5 million and $3.1 million in the ~~accompanying condensed consolidated statements~~three months ended March 31, 2022 and 2021, respectively. The increase was primarily due to $5.0 million in higher legal, accounting and consulting fees, $4.5 million in higher salary and related expenses, $2.6 million in higher insurance expense and $1.8 million in higher stock compensation expense. In addition, we incurred additional $2.0 million in IT, rent, travel and other office related expenses to support business growth. We incurred greater selling, general, and administrative expense in the first quarter of ~~operations.~~

As2022 as the Company continues to build out its corporate infrastructure, including accounting, audit, legal, regulatory and tax-related services. The increase in selling, general and administrative costs also resulted from director and officer insurance costs, investor and public relations costs.

Change in Fair Value. Change in fair value represents non-cash gains or losses in estimated fair values of the private placement warrant liability, earnout liability, and investments in equity securities. Private placement warrant and earnout liabilities are remeasured at each balance sheet date. Equity securities are remeasured when there is an observable price adjustment in an orderly transaction for an identical or similar investment in the same issuer. Changes in estimated fair values of private placement warrant liability, earnout liability, and investments in equity securities for the three months ended March 31, 2022, were $1.5 million, $3.2 million, and $12.5 million, respectively. There were no equivalent instruments requiring fair value remeasurement for the three months ended March 31, 2021.

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Foreign Currency Exchange Loss. Foreign currency exchange loss represents exchange rate gains and losses related to all transactions denominated in a currency other than our or our subsidiary’s functional currencies. Foreign currency exchange loss was $1.1 million in the three months ended March 31, 2022 compared to negligible expense in the three months ended March 31, 2021, as there were few transactions in foreign currencies in the prior period. We are subject to foreign currency risk as we ~~recorded an aggregate~~continue to expand our geographic footprint.

Interest Income (Expense), net. Interest income was negligible in the three months ended March 31, 2022, compared to interest expense of ~~approximately $30,000~~$4.6 million in ~~related party accrued expenses.~~

~~Critical Accounting Policies~~

~~Principles of Consolidation~~

~~The consolidated financial statements include~~ the ~~accounts~~three months ended March 31, 2021. Interest expense relates primarily to the convertible debt issued in February 2021 and is comprised primarily from changes in the fair value of the embedded derivative associated with the automatic conversion provision of the convertible notes. Upon close of the Business Combination in July 2021, the convertible debt and accrued interest converted into shares of common stock of the Company. There was no debt outstanding during the three months ended March 31, 2022.

Income Tax Expense (Benefits). During the three months ended March 31, 2022, the Company recorded a net discrete tax expense of $0.5 million primarily associated with the establishment of a deferred tax liability that is not expected to offset available deferred tax assets. The Company has cumulative net operating losses at the federal and state level and maintains a full valuation allowance against its ~~wholly owned subsidiary since its formation. All material intercompany balances~~net deferred tax assets. We had no income tax expense for the three months ended March 31, 2021.

Net Loss Attributable to Non-Controlling Interests. Net loss attributable to non-controlling interests represents results attributable to third parties in our operating subsidiaries. Net loss is generally allocated based on such ownership interests held by third parties with respect to each of these entities.

Net loss attributable to non-controlling interests was $2.0 million and ~~transactions have been eliminated.~~

~~Basis~~$0.2 million for the three months ended March 31, 2022 and 2021, respectively. The change in the comparative periods is the result of ~~Presentation~~

~~The preparation~~increased activities in our Netherlands joint venture and the creation of ~~condensed consolidated financial statements and related disclosures~~a joint venture in ~~conformity~~Foshan, China in October 2021.

Non-GAAP Financial Measures

In addition to our results determined in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), we believe the following non-GAAP measures are useful in evaluating our operational performance. We use the following non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors in assessing our operating performance.

EBITDA and Adjusted EBITDA

“EBITDA” is defined as net loss before interest income or expense, income tax expense or benefit, and depreciation and amortization. “Adjusted EBITDA” is defined as EBITDA adjusted for stock-based compensation expense, change in fair value of private placement warrant liability, change in fair value of earnout liability, change in fair value of equity securities and other special items determined by management, if applicable. EBITDA and Adjusted EBITDA are intended as supplemental measures of our performance that are neither required by, nor presented in accordance with, U.S. GAAP. We believe that the use of EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that when evaluating EBITDA and Adjusted EBITDA we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate Adjusted EBITDA in the same fashion.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with U.S. GAAP. We compensate for these limitations by relying primarily on our U.S. GAAP results and using EBITDA and Adjusted EBITDA on a supplemental basis. You should review the reconciliation of net loss to EBITDA and Adjusted EBITDA below and not rely on any single financial measure to evaluate our business.

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The following table reconciles net loss to EBITDA and Adjusted EBITDA (in thousands):


	Three Months Ended March 31,
	2022		2021
Net loss	$	(11,022)	$	(8,389)
Interest (income) expense, net	(17)		4,588
Income tax expense	526		—
Depreciation and amortization	912		129
EBITDA	$	(9,601)	$	(3,672)
Adjusted for:
Change in fair value of private placement warrant liability	(1,523)		—
Change in fair value of earnout liability	(3,241)		—
Change in fair value of equity securities	(12,530)		—
Stock-based compensation	2,133		290
Regulatory and legal matters (1)	2,730		—
Adjusted EBITDA	$	(22,032)	$	(3,382)

(1)Regulatory and legal matters include legal, advisory, and other professional service fees incurred in connection with the short-seller analyst article from September 2021, and investigations and litigation related thereto.

Liquidity and Capital Resources

The Company has incurred losses from operations since inception. The Company incurred net losses of $11.0 million and $8.4 million for the three months ended March 31, 2022 and 2021, respectively. Net cash used in operating activities was $29.2 million and $9.5 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, we had $407.3 million in unrestricted cash and positive working capital of $433.5 million. The Business Combination closed on July 16, 2021, generated proceeds of approximately $512.9 million of cash, net of transaction costs and redemptions. We believe that our current cash balance will provide adequate liquidity during the 12-month period from the issuance of these unaudited consolidated financial statements.

Our future capital requirements will depend on many factors, including, but not limited to, the rate of our growth, our ability to generate sufficient revenue from commercial vehicle sales and leases to cover operating expenses, working capital expenditures, and additional cash resources due to changed business conditions or other developments, including supply chain challenges, disruptions due to COVID-19, competitive pressures, and regulatory developments, among other developments. Further, we may enter into future arrangements to acquire or invest in businesses, products, services, strategic partnerships, and technologies. As such, we may be required to seek additional equity and/or debt financing. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common stockholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. If we are unable to maintain sufficient financial resources, our business, financial condition and results of operations may be materially and adversely affected.

Debt

As of March 31, 2022 we have no debt. The convertible notes and accrued interest in the comparative period, were converted to 5,022,052 shares of common stock upon close of the Business Combination.

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Cash Flows


	Three Months Ended March 31,
	2022		2021
Net cash used in operating activities	$	(29,248)	$	(9,470)
Net cash used in investing activities	(4,827)		(4,073)
Net cash (used in) provided by financing activities	(3,389)		44,603

Cash Flows for the Three Months Ended March 31, 2022 and March 31, 2021

Cash Flows from Operating Activities

Net cash used in operating activities was $29.2 million for the three months ended March 31, 2022, as compared to $9.5 million for the three months ended March 31, 2021. The cash flows used in operating activities for the three months ended March 31, 2022 was primarily driven by a net loss of $11.0 million and adjusted for certain non-cash items and changes in operating assets and liabilities. Non-cash gain adjustments consisted of changes in fair value of the private placement warrant liability of $1.5 million, earnout liability of $3.2 million, and equity securities of $12.5 million. These non-cash gain adjustments were partially offset by $2.1 million stock-based compensation expense and $0.9 million in depreciation and amortization. Changes in operating assets and liabilities were primarily driven by $1.6 million in prepayments for vehicle inventory, production equipment, other supplier deposits and D&O insurance, and a change of $6.9 million in inventory balances, offset by an increase in accrued liabilities of $3.0 million and accounts receivable of $1.8 million. Net cash used in operating activities for the three months ended March 31, 2021 was primarily driven by recording a net loss of $8.4 million and adjusted for certain non-cash items and changes in operating assets and liabilities. Non-cash loss adjustments primarily consisted of a noncash interest expense of $4.5 million. These non-cash loss adjustments were partially offset by $7.0 million for prepayments for vehicle inventory, production equipment, and other supplier deposits and $1.5 million in payables and accrued liabilities.

Cash Flows from Investing Activities

Net cash used in investing activities was $4.8 million for the three months ended March 31, 2022, as compared to $4.1 million for the three months ended March 31, 2021. The increase of the cash flows used in investing activities for the three months ended March��31, 2022 were primarily driven by $0.4 million deposit paid in advance for capital expenditures and $0.4 million cash paid for property and equipment.

Cash Flows from Financing Activities

Net cash used in financing activities was $3.4 million for the three months ended March 31, 2022, as compared to $44.6 million net cash provided by financing activities for the three months ended March 31, 2021. The cash flows used in financing activities for the three months ended March 31, 2022 was driven primarily by $3.1 million payment towards the Horizon IP Agreement. The cash flows provided by financing activities for the three months ended March 31, 2021 was driven primarily by $45.0 million in proceeds from issuance of convertible notes.

Contractual Obligations and Commitments

For the three months ended March 31, 2022, there were no material changes outside the ordinary course of business within the Contractual Obligations table as previously disclosed in our Annual Report filed on Form 10-K for the year ended December 31, 2021.

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our financial condition or results of operations.

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Critical Accounting Policies and Estimates

Our unaudited consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and ~~liabilities, disclosure~~expenses. These estimates and assumptions are affected by management’s applications of ~~contingent assets and liabilities at~~accounting policies. Certain policies are particularly important to the ~~date~~portrayal of ~~the financial statements, and expenses during the periods reported. Actual results could materially differ from those estimates.~~

~~Warrant Liabilities~~

~~We account for the warrants issued in connection with our initial public offering in accordance with Accounting Standards Codification (“ASC”) 815-40,~~ ~~Derivatives and Hedging—Contracts in Entity’s Own Equity~~ (“ASC 815”), under which the warrants do not meet the criteria for equity classification and must be recorded as liabilities. As the warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are measured at fair value at inception and at each reporting date in accordance with ASC 820, ~~Fair Value Measurement, with changes in fair value recognized in the Statements of Operations in the period of change.~~

~~Impact of COVID-19~~

~~Our Sponsor continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on~~ our financial position and results of operations ~~and/or search for~~and require the application of significant judgment by management to determine appropriate assumptions to be used in certain estimates; as a ~~target company,~~result, they are subject to an inherent degree of uncertainty and are considered critical. Accordingly, we believe the ~~specific impact is not readily determinable as of~~following policies are the ~~balance date.~~

~~Recent Accounting Pronouncements~~

~~We do not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on~~most critical to aid in fully understanding and evaluating our financial ~~statements~~.

~~Off-Balance Sheet Arrangements~~

Ascondition and results of operations.

There have been no substantial changes to these estimates, or the ~~date~~policies related to them during the three months ended March 31, 2022. For a full discussion of ~~this Quarterly Report, we did not have any off-balance sheet arrangements as defined~~these estimates and policies, see "Critical Accounting Policies and Estimates" in Item ~~303(a)(4)(ii)~~7 of ~~Regulation S-K~~.

~~JOBS Act~~

~~On April 5, 2012,~~our Annual Report filed on Form 10-K for the ~~Jumpstart Our Business Startups Act~~year ended December 31, 2021.

Emerging Growth Company Status

Section 102(b)(1) of 2012 (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act ~~and are allowed~~exempts emerging growth companies from being required to comply with new or revised financial accounting ~~pronouncements based on~~standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the ~~effective date for private (not publicly traded) companies. We~~

~~elected~~Exchange Act) are required to ~~delay~~comply with the ~~adoption of~~ new or revised financial accounting ~~standards,~~standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and ~~as a result, we may not~~ comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. Hyzon elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, Hyzon, as an emerging growth company, can adopt the new or revised ~~accounting standards on~~standard at the ~~relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to~~time private companies ~~that comply with~~adopt the new or revised ~~accounting pronouncements~~standard, until such time Hyzon is no longer considered to be an emerging growth company. At times, Hyzon may elect to early adopt a new or revised standard.

In addition, Hyzon intends to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as ~~of public~~an emerging growth company, ~~effective dates.~~

~~As an “emerging growth company,” we are~~Hyzon intends to rely on such exemptions, Hyzon is not required to, among other ~~things, (i)~~things: (a) provide an auditor’s attestation report on ~~our~~Hyzon’s system of internal ~~controls~~control over financial reporting ~~(ii)~~pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies ~~(iii)~~under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis),; and ~~(iv)~~(d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the ~~CEO’s~~Chief Executive Officer’s compensation to median employee compensation. ~~These exemptions~~

Hyzon will ~~apply for a period~~remain an emerging growth company under the JOBS Act until the earliest of ~~five years~~(a) the last day of Hyzon’s first fiscal year following the ~~completion~~fifth anniversary of ~~our Public Offering~~the closing of DCRB’s initial public offering, (b) the last date of Hyzon’s fiscal year in which Hyzon has total annual gross revenue of at least $1.07 billion, (c) the date on which Hyzon is deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or ~~until we otherwise no longer qualify~~(d) the date on which Hyzon has issued more than $1.0 billion in non-convertible debt securities during the previous three years.

Material Transactions with Related Parties

Horizon IP Agreement

In January 2021, Hyzon entered into the Horizon IP Agreement with JS Horizon, part of the Horizon group of companies, and in September 2021 JS Powertrain was an added party to the agreement. Pursuant to the agreement the parties convey to each other certain rights in intellectual property relating to Hyzon’s core fuel cell and mobility product technologies, under which Hyzon was to pay JS Horizon and JS Powertrain a total fixed payment of $10 million. As of March 31, 2022, the full $10 million has been paid, $6.9 million was paid in 2021 and the remaining $3.1 million was paid in February 2022.

Horizon Supply Agreement

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In January 2021, Hyzon entered into a supply agreement with Jiangsu Horizon New Energy Technologies Co. Ltd, a wholly owned subsidiary of Horizon, to supply certain fuel cell components. In March 31, 2021, the Company made a deposit payment to Horizon in the amount of $5.0 million for long lead time components. This payment is included in prepaid expenses as ~~an “emerging growth company.”~~

none of the components have yet been received. In addition, the Company made other deposit payments to purchase fuel cell systems and components from Horizon and its affiliates.For the three months ended March 31, 2022, Cost of revenue of $0.1 million for fuel cell components purchased from Horizon and its affiliates were recorded in the Company’s unaudited Consolidated Statements of Operations and Comprehensive Loss.

Holthausen and Affiliates

The Company entered into a joint venture agreement in October 2020 to create Hyzon Europe with Holthausen. As Hyzon Europe builds out its production facilities, it relies on Holthausen and its affiliates for certain production resources that result in related party transactions. In addition, both companies rely on certain suppliers including Horizon.

The Company currently owns 50.5% of the equity interests of Hyzon Europe. On December 31, 2021, Hyzon executed a non-binding Letter of Intent (“LOI”) with Holthausen to increase its stake to 75% in Hyzon Europe. Concurrent with the signing of this LOI, €1 million refundable deposit was paid to Holthausen, approximately $1.1 million in USD. This deposit is recorded in the unaudited Consolidated Balance Sheets in Prepaid expenses and other current assets.

On May 5, 2022, the Company entered into a Stock Purchase Agreement (“SPA”) with Holthausen, whereby the Company agreed to purchase 735,000 shares Holthausen holds in Hyzon Europe. When the transaction closes, the Company will own 75% of the issued and outstanding shares of Hyzon Europe, and Holthausen will own 25%. As part of the SPA, Holthausen agreed to transfer to Hyzon Europe all of its shares of stock in Holthausen Clean Technology B.V, private limited liability company registered in the Netherlands. The Company agreed to a total purchase price of €27.0 million, approximately $28.5 million in USD, in a combination of cash and equity of the Company.

For the three months ended March 31, 2022, the Company paid $0.1 million in director services to Carl Holthausen and Max Holthausen as executives of Hyzon Europe.

As of March 31, 2022 and December 31, 2021, the Company has a net related party receivable in the amount of $0.4 million and $0.3 million, respectively from Holthausen.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

~~Quantitative and Qualitative Disclosures About Market Risk~~

We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2021. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due solely to the material weakness in our internal control over financial reporting described below in “Changes in Internal Control Over Financial Reporting.” In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only ~~reasonable,~~reasonable- not absolute - assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their ~~costs~~.costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~Changes~~

~~During~~financial reporting described below. In light of this fact, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the ~~most recently completed fiscal quarter, there has been no change~~material weakness in our internal control over financial reporting, the unaudited consolidated financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

Material Weaknesses in Internal Control over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that ~~has~~there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

We identified a material weakness in our internal control over financial reporting as of December 31, 2021. Specifically, due to our size and limited operating history, particularly prior to the Business Combination, we had limited resources and did not have the appropriate resources and business processes necessary to ensure the appropriate segregation of duties and effective review procedures with respect to the processing and recording of financial transactions, as well as an appropriate level of control oversight over the financial statement reporting process.

The measures we have taken and continue to take to remediate the identified material weakness and further evolving our accounting processes include:

(i) hiring additional finance and accounting personnel over time to augment our accounting staff and to provide more resources for complex accounting matters and financial reporting;

(ii) further developing and implementing formal policies, processes and documentation procedures relating to our financial reporting and consulting with accounting experts;

(iii) engaging with external consultants with public company and technical accounting experience to facilitate accurate and timely accounting closes and to accurately prepare and review the consolidated financial statements and related footnote disclosures. We plan to retain these financial consultants, as needed, until such time that the required financial controls have been fully implemented; and

(iv) adopting new technological solutions.

The actions we are taking are subject to ongoing executive management review and are also subject to audit committee oversight. To date, we have hired additional financial and accounting personnel with technical accounting experience and are in the process of implementing new technology solutions to assist with our financial reporting process. We are still executing an assessment to identify process design gaps and implementing additional controls to mitigate segregation of duty risk. We will not be able to fully remediate this material weakness until these steps have been completed and have been operating effectively for a sufficient period of time. If we are unable to successfully remediate the material weakness, or if in the future, we identify further material weaknesses in our internal control over financial reporting, we may not detect errors on a timely basis and our consolidated financial statements may be materially misstated.

Changes in Internal Control over Financial Reporting

Other than in connection with the implementation of the remedial measures described above, there have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and15d-15(f) under the Exchange Act) during the three months to which this Quarterly Report relates that have materially affected, or isare reasonably likely to ~~materially~~ affect, our internal control over financial reporting. ~~Due solely to the events that led to our restatement of our financial statements on Form 10-K/A filed with~~

the SEC on May 13, 2021 (the “Restatement”), management has identified a material weakness in internal controls related to the accounting for Warrants issued in connection with our Public Offering, as described below under “Restatement of Previously Issued Financial Statements.”

In light of the Restatement of our financial statements, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

~~Restatement of Previously Issued Financial Statements~~

On May 13, 2021, we revised our prior position on accounting for warrants and restated our financial statements to reclassify the Company’s warrants as described in the Restatement. However, the non-cash adjustments to the financial statements do not impact the amounts previously reported for our cash and cash equivalents, total assets, revenue or cash flows.

Item 1. Legal Proceedings

The information set forth under Note 11, to our unaudited consolidated financial statements of this quarterly report on Form 10-Q is incorporated by reference in answer to this item. Such information is limited to certain recent developments.

Item 1A. Risk Factors

In addition to the other information ~~set forth~~discussed in this ~~Quarterly Report on Form 10-Q, you should carefully~~report, please consider the ~~risks discussed~~factors described in Part I, Item 1A1A., “Risk Factors” in our Annual Report filed on Form ~~10-K/A filed with the SEC on May 13, 2021~~10-K for the year ended December 31, ~~2020 (the “Amendment”).~~2021 that could materially affect our business, financial condition or future results. There have not been any material changes to the risk factors described in our Form 10-K, but these are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may ~~materially~~ adversely affect our business, financial condition or ~~future~~operating results. ~~There have been no material changes in the risk factors discussed in Part I, Item 1A “Risk Factors” in the Amendment.~~

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of equity securities during the three months ended March 31, 2022 that were not registered under the Securities Act.

Item 3.Defaults Upon Senior Securities

Item 4.Mine Safety Disclosures

Item 5.Other Information

~~Item 6.~~

~~Exhibits.~~

_________________________

* This information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act.

# Indicates management contract or compensatory arrangement.

†Filed or furnished herewith.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	~~DECARBONIZATION PLUS ACQUISITION CORPORATION~~
				Hyzon Motors Inc.

Date: May ~~24, 2021~~ 13, 2022		By:	/s/ ~~Erik Anderson~~ Samuel Chong
		Name:	~~Erik Anderson~~ Samuel Chong
		Title:	Chief ~~Executive~~Financial Officer ~~(Principal Executive~~ (Principal Financial Officer)


~~Delaware~~	~~001-39632~~	~~82-2726724~~
Delaware			001-39632	82-2726724
(State or other jurisdiction of incorporation)			(Commission File Number)	(I.R.S. Employer Identification No.)


475 Quaker Meeting House Road Honeoye Falls, NY		14472
~~2744 Sand Hill Road, Suite 100~~ ~~Menlo Park, California~~		~~94025~~
(Address of principal executive offices)	(Zip Code)

	March 31, 2021 (unaudited)			December 31, 2020
ASSETS:
Current assets:
Cash	$	-		$	-
Total current assets		-			-
Investment held in Trust Account		225,731,056			225,727,721
Prepaid insurance		916,521			1,062,000
Total assets	$	226,647,577		$	226,789,721

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable - affiliate	$	1,984,190		$	1,324,257
Accrued offering costs		175,000			175,000
Accrued expenses		3,543,646			3,572,935
Total Current Liabilities		5,702,836			5,072,192
Warrant liabilities		33,938,854			33,600,270
Deferred underwriting fee payable		7,900,376			7,900,376
Total liabilities		47,542,066			46,572,838

COMMITMENTS AND CONTINGENCIES
Class A common stock subject to possible redemption, 17,410,551 and 17,521,688 shares, respectively, at $10.00 per share		174,105,510			175,216,880

Stockholders' equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0ne issued and outstanding		-			-
Class A common stock, $0.0001 par value, 250,000,000 shares authorized; 5,161,951 and 5,050,814 shares, respectively, issued and outstanding (excluding 17,410,551 and 17,521,688 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively		516			505
Class B common stock, $0.0001 par value, 20,000,000 shares authorized, 5,643,125 and 5,643,125 shares, respectively, issued and outstanding at March 31, 2021 and December 31, 2020, respectively		564			564
Additional paid-in capital		27,952,590			26,841,231
Accumulated deficit		(22,953,669	)		(21,842,297	)
Total stockholders' equity		5,000,001			5,000,003
Total liabilities and stockholders' equity	$	226,647,577		$	226,789,721


									Additional
	Class A Common Stock				Class B Common Stock				Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balances, January 1, 2020		-	$	-		5,750,000	$	575	$	243,447	$	(219,422	)	$	24,600
Net loss		-		-		-		-		-		(859	)		(859	)
Balances as of March 31, 2020		-	$	-		5,750,000	$	575	$	243,447	$	(220,281	)	$	23,741

Balances, January 1, 2021		5,050,814	$	505		5,643,125	$	564	$	26,841,231	$	(21,842,297	)	$	5,000,003
Common stock subject to possible redemption		111,137		11		-		-		1,111,359		-			1,111,370
Net loss		-		-		-		-		-		(1,111,372	)		(1,111,372	)
Balances as of March 31, 2021		5,161,951	$	516		5,643,125	$	564	$	27,952,590	$	(22,953,669	)	$	5,000,001

	For the Period Ended March 31, 2021			For the Period Ended March 31, 2020
Cash flow from operating activities:
Net loss	$	(1,111,372	)	$	(859	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities		338,584
Interest earned on marketable securities held in Trust Account		(3,334	)		-
Changes in operating assets and liabilities:
Accounts payable		659,932			859
Accrued expenses		(29,289	)		-
Prepaid insurance		145,479			-
Net cash used in operating activities		-			-

Net decrease in cash		0			0
Cash at beginning of period		-			315,600
Cash at end of period	$	-		$	315,600

Supplemental disclosure of non-cash financing activities:

Change in value of Class A common stock subject to possible redemption	$	(1,111,370	)	$	-


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	~~Page No.~~
			Page No.
PART I -– FINANCIAL INFORMATION
~~Item 1.~~		~~Financial Statements~~	2
Item 1.		Financial Statements	4

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	20 18

Item 3.		Quantitative and Qualitative Disclosures About Market Risk	25 27

Item 4.		Controls and Procedures	25 27

PART II – OTHER INFORMATION			28
~~Item 1.~~		~~Legal Proceedings~~	27
Item ~~1A.~~ 1.		~~Risk Factors~~Legal Proceedings	27 29

Item 1A.		Risk Factors	29

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	27 29

Item 3.		Defaults Upon Senior Securities	27 29

Item 4.		Mine Safety Disclosures	27 29
~~Item 5.~~		~~Other Information~~	27
Item 6. 5.		~~Exhibits.~~Other Information	28 29
~~SIGNATURE~~		29
Item 6.		Exhibits	30

SIGNATURE			31

	For the Period Ended March 31, 2021			For the Period Ended March 31, 2020
Operating expenses:
General and administrative expenses	$	776,122		$	859
Loss from operations		(776,122	)		(859	)

Other Income
Interest earned on marketable securities held in Trust Account	$	3,334		$	-
Change in fair value of warrant liabilities		(338,584	)		-

Net loss	$	(1,111,372	)	$	(859	)

Weighted average shares outstanding of redeemable common stock, basic and diluted		22,572,502			-

Basic and diluted net income per common share, redeemable common stock	$	0.00		$	-

Weighted average shares outstanding of non-redeemable common stock, basic and diluted		5,643,125			5,643,125

Basic and diluted net loss per common share, non-redeemable common stock	$	(0.20	)	$	(0.00	)

	Period Ended March 31, 2021			Period Ended March 31, 2020
Redeemable Common Stock
Numerator: Earnings allocable to Redeemable Common Stock
Interest Income	$	3,334		$	-
Income and Franchise Tax	$	(3,334	)	$	-
Net Loss	$	(0	)	$	-
Denominator: Weighted Average Redeemable Common Stock
Redeemable Common Stock, Basic and Diluted		22,572,502			-
Loss/Basic and Diluted Redeemable Common Stock	$	0.00		$	-

Non-Redeemable Common Stock
Numerator: Net Loss minus Redeemable Net Loss
Net Loss	$	(1,111,372	)	$	(859	)
Redeemable Net Loss	$	-		$	-
Non-Redeemable Net Loss	$	(1,111,372	)	$	(859	)
Denominator: Weighted Average Non-Redeemable Common Stock
Non-Redeemable Common Stock, Basic and Diluted		5,643,125			5,000,000
Loss/Basic and Diluted Non-Redeemable Common Stock	$	(0.20	)	$	(0.00	)

Description	Amount at Fair Value		Level 1		Level 2		Level 3
March 31, 2021
Assets:
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund	$	225,731,056	$	225,731,056	$	-	$	-
Liabilities:
Warrant liability – Public Warrants	$	21,105,289	$	21,105,289	$	-	$	-
Warrant liability – Private Placement Warrants	$	12,833,565	$	-	$	-	$	12,833,565
December 31, 2020
Assets:
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund	$	225,727,721	$	225,727,721	$	-	$	-
Liabilities:
Warrant liability – Public Warrants	$	20,766,705	$	20,766,705	$	-	$	-
Warrant liability – Private Placement Warrants	$	12,833,565	$	-	$	-	$	12,833,565

	As of December 31, 2020			As of March 31, 2021
Stock price	$	10.60		$	10.49
Strike price	$	11.50		$	11.50
Term (in years)		5.4			5.2
Volatility		27.8	%		25.5	%
Risk-free rate		0.4	%		1.0	%
Dividend yield		0.0	%		0.0	%
Fair value of warrants	$	1.97		$	1.97

	Private Placement		Public		Warrant Liabilities
Fair value as of December 31, 2020	$	12,833,565	$	20,766,705	$	33,600,270
Change in valuation inputs or other assumptions	-			338,584		338,584
Fair value as of March 31, 2021	$	12,833,565	$	21,105,289	$	33,938,854

~~Exhibit~~ ~~Number~~	~~Description~~
~~2.1~~ Exhibit Number		Business Combination Agreement and Plan of Reorganization, dated as of February 8, 2021, by and among DCRB, Merger Sub and the Company (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-39632) filed with the SEC on February 9, 2021) Description

~~3.1~~
3.1		Second Amended and Restated Certificate of Incorporation of ~~Decarbonization Plus Acquisition Corporation~~Hyzon (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K ~~(File No. 001-39632)~~ filed with the SEC on ~~October~~July 22, ~~2020)~~2021)

3.2		Amended and Restated Bylaws of ~~Decarbonization Plus Acquisition Corporation~~Hyzon (incorporated by reference to Exhibit ~~3.4~~3.2 to the Company’s ~~Registration Statement~~Current Report on Form ~~S-1 (File No. 333-248958)~~8-K filed with the SEC on ~~September~~July 22, ~~2020)~~2021)

4.1		~~Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-248958) filed with the SEC on September 30, 2020)~~

~~4.2~~	Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-248958) filed with the SEC on September 30, 2020)

~~4.3~~	~~Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-248958) filed with the SEC on September 30, 2020)~~

~~4.4~~	Ardour Warrant Agreement, dated ~~October 19, 2020,~~as of July 16, 2021, by and between ~~the Company~~DCRB and Continental Stock Transfer & Trust Company ~~as warrant agent (incorporated~~incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K ~~(File No. 001-39632)~~ filed with the SEC on ~~October~~July 22, ~~2020)~~2021.

~~10.10~~ 10.1		~~Lock-Up~~Amended and Restated Registration Rights Agreement, dated as of ~~February 8,~~July 16, 2021, by and among ~~DCRB,~~ Hyzon and certain ~~stockholders~~security holders of Hyzon named therein and certain equity holders of Legacy Hyzon named therein (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2021)

10.2#		Hyzon 2021 Equity and Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2021)

10.3#		Employment Agreement, dated as of July 9, 2021, between Hyzon and Craig Knight (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2021)

10.4#		Employment Agreement, dated as of July 9, 2021, between Hyzon and George Gu (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2021)

10.5#		Employment Agreement, dated as of August 5, 2021, between Hyzon and Mark Gordon (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K ~~(File No. 001-39632)~~ filed with the SEC on ~~February 9, 2021~~August 6, 2021))

~~10.11~~ 10.6#		~~Founder Warrant~~Letter Agreement ~~dated as of February 8, 2021, by~~between Hyzon and ~~among DCRB, Sponsor and the other parties thereto~~Gary Robb (incorporated by reference to Exhibit ~~10.2~~10.1 to the Company’s Current Report on Form 8-K ~~(File No. 001-39632)~~ filed with the SEC on ~~February 9,~~September 2, 2021)

~~10.12~~ 10.7#†		~~Form of Subscription~~Letter Agreement ~~(incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-39632) filed with the SEC on February 9, 2021)~~between Hyzon and Samuel Chong, dated March 21, 2022.
31.1
~~10.13~~	Ardour Subscription Agreement, dated February 8, 2021, by and among DCRB, Ardour Capital Investments LLC and Hyzon (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-39632) filed with the SEC on February 9, 2021)

~~31.1~~	Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)

31.2		Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)

~~32.1~~ 32.1*		Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350

~~32.2~~ 32.2*		Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350

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