Hyzon Motors Inc. (“Hyzon”, the “Company”, “we”, “our” or “us”) filed ourThis Quarterly Report on Form 10-Q forcontains forward-looking statements within the quarterly period ended September 30, 2021 (the “Original Filing”) withmeaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Commission ("SEC"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 assumptions. 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 November 15, 2021. This Amendment No. 1management’s current expectations and assumptions about future events and are based on Form 10-Q/A (this "Form 10-Q/A") is being filedcurrently available information as to amendthe outcome and restate certain items contained in the Original Filing (the "Restatement").timing of future events.

The Special Committee identified certain issues associated with Hyzon Motors Europe B.V. ("Hyzon Europe"), the Company's European joint venture. The Investigation revealed that certain former members of Hyzon Europe's senior management team created a workplace culture where employees did not feel comfortable raising concerns. Additionally, the Investigation revealed that for five vehicles for which Hyzon Europe recognized revenue in 2021, Hyzon Europe subsequently performed various levels of work and repair efforts on such vehicles after revenue had been recognized.

Hyzon Motors Inc. (“Hyzon” or the “Company”), formerly known as DCRB, headquartered in Honeoye Falls, New York, was incorporatedis commercializing its proprietary heavy-duty fuel cell technology through manufacturing and retrofitting heavy-duty hydrogen fuel cell electric vehicles (“FCEVs”) in the State of Delaware on January 21, 2020.United States, Europe, and Australia. In addition, Hyzon builds and fosters a clean hydrogen supply ecosystem with leading partners from feedstocks through production, dispensing, and financing. The Company is majority-owned by Hymas Pte. Ltd. (“Hymas”), a Singapore company, which is majority-owned but indirectly controlled by Horizon Fuel Cell Technologies PTE Ltd., a Singapore company (“Horizon”). Hyzon focuses on accelerating decarbonization starting with mobility through the manufacturing and supply of hydrogen fuel cell-powered commercial vehicles across the North American, European, and Australasian regions. In addition, Hyzon focuses on building and fostering a clean hydrogen supply ecosystem with leading partners from feedstocks through production, dispensing and financing.

The accompanying unaudited interim condensed consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the requirements and rules of the SEC forregarding 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, the unaudited condensedinterim consolidated financial statements should be read in connection with the Company’s audited consolidated financial statements and related notes as of andincluded in the Company’s amended Annual Report filed on Form 10-K/A for the year ended December 31, 2020, included in the Definitive Proxy Statement (the “Proxy”) of DCRB filed with the SEC on June 21, 2021.

The Company’s condensedunaudited interim consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries including a variable interest entity ofarrangements in which the Company is the primary beneficiary. All intercompany accounts and transactions are eliminated in consolidation.

On October 30, 2020, Hyzon entered intoThe Business Combination was accounted for as a joint venture agreement (the “JV Agreement”) with Holthausen Clean Technology Investment B.V. (“Holthausen”) (together referred to as the “Shareholders”) to establish a venture in the Netherlands called Hyzon Europe. The Shareholders combined their resourcesreverse recapitalization in accordance with U.S. GAAP, with no goodwill or other intangible assets recorded and the JV Agreement to mass commercialize fuel cell trucks within the European Union and nearby markets suchnet assets of Legacy Hyzon consolidated with DCRB at historical cost. Under this method of accounting, DCRB is treated as the United Kingdom, the Nordic countries, and Switzerland through Hyzon Europe. Hyzon and Holthausen have 50.5% and 49.5% ownership interest in the equity of Hyzon Europe, respectively.“acquired” company for financial reporting purposes.

As an early stage growth company, the Company expects to continue to incur net losses in the near term. As the Company commenced its internal restructuring effort in 2022, the primary focuses are the advancement of its proprietary fuel cell technology and development and commercialization of single heavy duty commercial vehicle platform in each region by leveraging third party contracted manufacturers. Until the Company can generate sufficient revenue from product sales, retrofit services or lease arrangements to cover operating expenses, working capital and capital expenditures, the Company will need to raise additional capital. The Company expects to fund cash needs through a combination of equity and debt financing, including lease securitization, strategic collaborations, and licensing arrangements. If the Company cannot raise additional funds when needed, our financial condition, business, prospects, and results of operations could be materially adversely affected.

These financial statements have been prepared by management in accordance with U.S. GAAP and this basis assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. These financial statements do not include any adjustments that may result from the outcome of this uncertainty. As of the date of this Quarterly Report on Form 10-Q, management believes that the Company’s cashexisting financial resources will be sufficient to meetexecute its liquidity requirementsoperating priorities for at least one year fromthe next 12 months following the issuance date of these condensed consolidatedunaudited interim financial statements. As of March 31, 2023, unrestricted cash, cash equivalents, and short-term investments were approximately $210 million.

The Company is subject to a variety of risks and uncertainties common to early-stage companies that have not yet commenced principal operations including,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.