Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 01, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Hyzon Motors Inc. | |
Entity Central Index Key | 0001716583 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39632 | |
Entity Incorporation, State or Country Code | DE | |
Entity Common Stock, Shares Outstanding | 247,644,709 | |
Entity Tax Identification Number | 82-2726724 | |
Entity Address, Address Line One | 475 Quaker Meeting House Road | |
Entity Address, City or Town | Honeoye Falls | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14472 | |
City Area Code | 585 | |
Local Phone Number | 484-9337 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | HYZN | |
Security Exchange Name | NASDAQ | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | HYZNW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 498,014 | $ 17,139 |
Accounts receivable | 5,991 | |
Inventory | 15,260 | |
Prepaid expenses and other current assets | 24,555 | 848 |
Total current assets | 543,820 | 17,987 |
Property, plant, and equipment, net | 8,878 | 418 |
Right-of-use assets | 2,365 | 1,656 |
Deferred merger transaction costs | 732 | |
Restricted cash and other assets | 7,755 | 212 |
Total Assets | 562,818 | 21,005 |
Current liabilities | ||
Accounts payable | 2,851 | 215 |
Accrued professional fees | 1,003 | 900 |
Other accrued expenses | 3,154 | 162 |
Related party payables | 4,554 | 560 |
Horizon IP agreement payable | 10,000 | |
Contract liabilities | 10,984 | 2,608 |
Current portion of lease liabilities | 748 | 618 |
Total current liabilities | 33,294 | 5,063 |
Long term liabilities | ||
Lease liabilities | 1,930 | 1,181 |
Private placement warrant liability | 11,781 | |
Earnout liability | 114,758 | |
Other liabilities | 316 | |
Total liabilities | 162,079 | 6,244 |
Stockholders' Equity | ||
Common stock, $0.0001 par value; 400,000,000 shares authorized, 247,500,505 and 166,125,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively. | 25 | 17 |
Additional paid-in capital | 402,211 | 29,122 |
Retained earnings (accumulated deficit) | 515 | (14,271) |
Accumulated other comprehensive loss | (326) | (16) |
Total Hyzon Motors Inc. stockholders' equity | 402,425 | 14,852 |
Noncontrolling interest | (1,686) | (91) |
Total Stockholders' Equity | 400,739 | 14,761 |
Total Liabilities and Stockholders' Equity | $ 562,818 | $ 21,005 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 247,500,505 | 166,125,000 |
Common stock, shares outstanding | 247,500,505 | 166,125,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Revenue | $ 962 | $ 962 | ||
Operating expense: | ||||
Cost of revenue | 968 | 968 | ||
Research and development | 4,822 | $ 104 | $ 163 | 8,921 |
Selling, general and administrative | 44,784 | 436 | 670 | 53,730 |
Total operating expenses | 50,574 | 540 | 833 | 63,619 |
Loss from operations | (49,612) | (540) | (833) | (62,657) |
Other income (expense): | ||||
Change in fair value of private placement warrant liability | 7,614 | 7,614 | ||
Change in fair value of earnout liability | 73,615 | 73,615 | ||
Foreign currency exchange loss and other expense | (110) | (1) | (1) | (169) |
Interest expense, net | (254) | (15) | (20) | (5,249) |
Total other income (expense) | 80,865 | (16) | (21) | 75,811 |
Net income (loss) | 31,253 | (556) | (854) | 13,154 |
Net loss attributable to noncontrolling interest | (1,101) | (1,632) | ||
Net income (loss) attributable to Hyzon | 32,354 | (556) | (854) | 14,786 |
Comprehensive income (loss): | ||||
Net income (loss) | 31,253 | (556) | (854) | 13,154 |
Foreign currency translation adjustment | (205) | (293) | ||
Comprehensive income (loss) | 31,048 | (556) | (854) | 12,861 |
Comprehensive loss attributable to noncontrolling interest | (1,075) | (1,594) | ||
Comprehensive income (loss) attributable to Hyzon | $ 32,123 | $ (556) | $ (854) | $ 14,455 |
Net income (loss) per share attributable to Hyzon: | ||||
Basic | $ 0.14 | $ (0.01) | $ 0.08 | |
Diluted | $ 0.13 | $ (0.01) | $ 0.07 | |
Weighted average common shares outstanding: | ||||
Basic | 234,464 | 148,405 | 148,405 | 189,226 |
Diluted | 246,263 | 148,405 | 148,405 | 200,968 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common StockCommon Class A [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Loss [Member] | Total Hyzon Motors Inc. stockholders' Equity (Deficit) [Member] | Noncontrolling Interest [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]Legacy Common Stock [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]Common StockLegacy Common Stock [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]Common StockCommon Class A [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]Additional Paid-in Capital [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]Retained Earnings (Accumulated Deficit) [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]Accumulated Other Comprehensive Loss [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]Total Hyzon Motors Inc. stockholders' Equity (Deficit) [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]Noncontrolling Interest [Member] |
Beginning Balance at Jan. 20, 2020 | $ 84 | $ 15 | $ 69 | $ 84 | $ 84 | $ 84 | $ 84 | |||||||||
Beginning Balance, shares at Jan. 20, 2020 | 148,405,000 | 83,750,000 | ||||||||||||||
Retroactive application of recapitalization | $ (84) | $ 15 | $ 69 | |||||||||||||
Retroactive Application Of Recapitalization, Shares | (83,750,000) | 148,405,000 | ||||||||||||||
Net income (loss) attributable to Hyzon | (296) | $ (296) | (296) | |||||||||||||
Ending Balance at Jun. 30, 2020 | (212) | $ 15 | 69 | (296) | (212) | |||||||||||
Ending Balance, shares at Jun. 30, 2020 | 148,405,000 | |||||||||||||||
Beginning Balance at Jan. 20, 2020 | 84 | $ 15 | 69 | 84 | 84 | $ 84 | 84 | |||||||||
Beginning Balance, shares at Jan. 20, 2020 | 148,405,000 | 83,750,000 | ||||||||||||||
Net income (loss) attributable to Hyzon | (854) | |||||||||||||||
Ending Balance at Sep. 30, 2020 | (768) | $ 15 | 69 | (852) | (768) | $ 0 | ||||||||||
Ending Balance, shares at Sep. 30, 2020 | 148,405,000 | |||||||||||||||
Beginning Balance at Jun. 30, 2020 | (212) | $ 15 | 69 | (296) | (212) | |||||||||||
Beginning Balance, shares at Jun. 30, 2020 | 148,405,000 | |||||||||||||||
Net income (loss) attributable to Hyzon | (556) | (556) | (556) | 0 | ||||||||||||
Ending Balance at Sep. 30, 2020 | (768) | $ 15 | 69 | (852) | (768) | 0 | ||||||||||
Ending Balance, shares at Sep. 30, 2020 | 148,405,000 | |||||||||||||||
Beginning Balance at Dec. 31, 2020 | 14,761 | $ 17 | 29,122 | (14,271) | $ (16) | 14,852 | (91) | 14,761 | $ 94 | 29,045 | $ (14,271) | $ (16) | 14,852 | $ (91) | ||
Beginning Balance, shares at Dec. 31, 2020 | 166,125,000 | 93,750,000 | ||||||||||||||
Retroactive application of recapitalization | $ (94) | $ 17 | 77 | |||||||||||||
Retroactive Application Of Recapitalization, Shares | (93,750,000) | 166,125,000 | ||||||||||||||
Exercise of stock options | 190 | 190 | 190 | |||||||||||||
Exercise of stock options, shares | 132,900 | |||||||||||||||
Stock-based compensation | 816 | 816 | 816 | |||||||||||||
IP transaction - deemed distribution | (10,000) | (10,000) | (10,000) | |||||||||||||
Net income (loss) attributable to Hyzon | (17,568) | (17,568) | (17,568) | |||||||||||||
Net loss attributable to noncontrolling interest | (531) | (531) | ||||||||||||||
Foreign currency translation loss | (68) | (79) | (79) | 11 | ||||||||||||
Ending Balance at Jun. 30, 2021 | (12,400) | $ 17 | 20,128 | (31,839) | (95) | (11,789) | (611) | |||||||||
Ending Balance, shares at Jun. 30, 2021 | 166,257,900 | |||||||||||||||
Beginning Balance at Dec. 31, 2020 | 14,761 | $ 17 | 29,122 | (14,271) | (16) | 14,852 | (91) | $ 14,761 | $ 94 | $ 29,045 | $ (14,271) | $ (16) | $ 14,852 | $ (91) | ||
Beginning Balance, shares at Dec. 31, 2020 | 166,125,000 | 93,750,000 | ||||||||||||||
Exercise of stock options | $ 400 | |||||||||||||||
Exercise of stock options, shares | 354,409 | |||||||||||||||
Net income (loss) attributable to Hyzon | $ 14,786 | |||||||||||||||
Net loss attributable to noncontrolling interest | (1,632) | |||||||||||||||
Ending Balance at Sep. 30, 2021 | 400,739 | $ 25 | 402,211 | 515 | (326) | 402,425 | (1,686) | |||||||||
Ending Balance, shares at Sep. 30, 2021 | 247,500,505 | |||||||||||||||
Beginning Balance at Jun. 30, 2021 | (12,400) | $ 17 | 20,128 | (31,839) | (95) | (11,789) | (611) | |||||||||
Beginning Balance, shares at Jun. 30, 2021 | 166,257,900 | |||||||||||||||
Exercise of stock options | $ 250 | 250 | 250 | |||||||||||||
Exercise of stock options, shares | 221,500 | 221,500 | ||||||||||||||
Reverse recapitalization transaction, net | $ 354,634 | $ 8 | 354,626 | 354,634 | ||||||||||||
Reverse recapitalization transaction, net, Shares | 80,736,309 | |||||||||||||||
Vesting of RSUs , Shares | 284,796 | |||||||||||||||
Stock-based compensation | 27,207 | 27,207 | 27,207 | |||||||||||||
Net income (loss) attributable to Hyzon | 32,354 | 32,354 | 32,354 | |||||||||||||
Net loss attributable to noncontrolling interest | (1,101) | (1,101) | ||||||||||||||
Foreign currency translation loss | (205) | (231) | (231) | 26 | ||||||||||||
Ending Balance at Sep. 30, 2021 | $ 400,739 | $ 25 | $ 402,211 | $ 515 | $ (326) | $ 402,425 | $ (1,686) | |||||||||
Ending Balance, shares at Sep. 30, 2021 | 247,500,505 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 8 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (854) | $ 13,154 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 1 | 450 |
Reduction in the carrying amount of right of use assets | 98 | 221 |
Stock-based compensation | 28,084 | |
Loss on extinguishment of convertible notes | 107 | |
Noncash interest expense | 5,449 | |
Fair value adjustment of private placement warrant liability | (7,614) | |
Fair value adjustment of earnout liability | (73,615) | |
Changes in operating assets and liabilities: | ||
Accounts Receivable | (5,712) | |
Inventory | (14,577) | |
Prepaid expenses and other current assets | (19,549) | |
Other assets | (14) | (150) |
Accounts payable | 2,558 | |
Accrued professional fees and other current liabilities | 17 | 3,031 |
Operating lease liabilities | (187) | |
Related party payables | 756 | 3,821 |
Contract liabilities | 7,982 | |
Other liabilities | 311 | |
Net cash (used in) provided by operating activities | 4 | (56,236) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (133) | (8,810) |
Advanced payments for capital expenditures | (3,948) | |
Investment in equity securities | 0 | (4,826) |
Net cash used in investing activities | (133) | (17,584) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock | 84 | |
Proceeds from Business Combination, net of redemption and transaction costs (Note 3) | 512,936 | |
Exercise of stock options | 440 | |
Payment of finance lease liability | (12) | (135) |
Debt issuance costs | (133) | |
Proceeds from issuance of convertible notes | 500 | 45,000 |
Net cash provided by financing activities | 572 | 558,108 |
Effect of exchange rate changes on cash | 1 | (853) |
Net change in cash and restricted cash | 444 | 483,435 |
Cash—Beginning | 17,139 | |
Cash and restricted cash —Ending | 444 | 500,574 |
Lease assets obtained in exchange for lease obligations: | ||
Operating leases | 1,206 | |
Finance leases | $ 886 | |
Conversion of Legacy Hyzon common stock | 73 | |
Recognition of earnout liability in Business Combination | 188,373 | |
Recognition of private placement warrant liability in Business Combination | 19,395 | |
Horizon license agreement payable | 10,000 | |
Conversion of convertible notes for common stock | $ 50,198 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Nature of Business and Basis of Presentation | Note 1. Nature of Business and Basis of Presentation Description of Business Hyzon Motors Inc. (“Hyzon” or the “Company”), formerly known as Decarbonization Plus Acquisition Corporation (“DCRB”), headquartered in Honeoye Falls, New York, was incorporated in the State of Delaware on January 21, 2020. The Company is majority-owned by Hymas Pte. Ltd. (“Hymas”), 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. On February 8, 2021, legacy Hyzon Motors Inc., now Hyzon Motors USA Inc. (“Legacy Hyzon”), entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination”) with 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. The transaction was unanimously approved by DCRB’s Board of Directors and was approved at a special meeting of DCRB’s stockholders on July 15, 2021. On July 16, 2021, Legacy Hyzon completed its business combination with DCRB. Concurrent with the completion of the business combination, DCRB changed its name to “Hyzon Motors Inc.” and Legacy Hyzon changed its name to “Hyzon Motors USA Inc.”. Basis of Presentation 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 (“US GAAP”) pursuant to the requirements and rules of the Securities and Exchange Commission (“SEC”) for 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 condensed consolidated financial statements should be read in connection with the Company’s audited financial statements and related notes as of and for the year ended December 31, 2020, included in the Definitive Proxy Statement (the “Proxy”) of DCRB filed with the Securities and Exchange Commission (the “SEC”) on June 21, 2021. Principles of Consolidation The Company’s condensed consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries including a variable interest entity of which we are the primary beneficiary. All intercompany accounts and transactions are eliminated in consolidation. Unaudited Interim Financial Information In the opinion of management, in addition to the adjustments to record the Business Combination, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments 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. Variable Interest Entities (VIE) On October 30, 2020, Hyzon entered into 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 Motors Europe B.V. (“Hyzon Europe”). The Shareholders combined their resources in accordance with the JV Agreement to mass commercialize fuel cell trucks within the European Union and nearby markets such 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. We have determined that we are the primary beneficiary of Hyzon Europe. As a result, our Condensed Consolidated Balance Sheets include assets of $26.4 million and $1.0 million as of September 30, 2021, and December 31, 2020, respectively, and liabilities of $11.6 million and $1.2 million as of September 30, 2021, and December 31, 2020, respectively, related to Hyzon Europe. Segment Information The Company’s chief operating decision maker (“CODM”), who makes operating decisions, reviews financial information presented on a consolidated basis for the purposes of allocating resources and evaluating financial performance. Accordingly, management has determined that the Company operates as one operating and reportable segment. Liquidity As of September 30, 2021, the Company has approximately $498.0 million in cash. Cash flows used in operating activities was $56.2 million for the nine months ended September 30, 2021. 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 (see Note 3. Business Combination). Management expects that the Company’s cash will be sufficient to meet its liquidity requirements for at least one year from the issuance date of these condensed consolidated financial statements. Risks and Uncertainties The Company is subject to a variety of risks and uncertainties common to early-stage companies that have not yet commenced principal operations including, but not limited to, 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to the Company’s consolidated annual financial statements for the year ended December 31, 2020, included in the Proxy. There have been no material changes to the significant accounting policies during the three-month and nine-month periods ended September 30, 2021, except for the new or updated policies noted. Restricted Cash Restricted cash consists of funds that are contractually restricted as to usage or withdrawal. The Company presents restricted cash separately from unrestricted cash on the Condensed Consolidated Balance Sheets. As of September 30, 2021, the Company has $2.6 million in restricted cash included within Restricted cash and other assets, the balance is primarily comprised of $2.4 million in certain letters of credit. The Company ha restricted cash as of December 31, 2020. Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out million, respectively. The Company had no inventory as of December 31, 2020. 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 the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity Derivatives and Hedging—Contracts in Entity’s Own Equity 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 adjusted to the current fair value at 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 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (see Note 13. Warrants). Earnout liability As a result of the Business Combination, the Company recognized earnout shares to Legacy Hyzon’s common stockholders as a liability. Pursuant to ASC 805-10, Business Combinations Stock Compensation |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combination | Note 3. Business Combination As discussed in Note 1, on July 16, 2021, Legacy Hyzon consummated the transaction contemplated by the Business Combination. Immediately upon the completion of the Business Combination and the other transactions contemplated by the Business Combination, Legacy Hyzon became a direct, wholly owned subsidiary of DCRB. In connection with these transactions, DCRB changed its name to “Hyzon Motors Inc.” The Business Combination was accounted for as a reverse recapitalization in accordance with US 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. As a result of the Business Combination, each share of common stock of Legacy Hyzon, par value $0.001 per share, was converted to 1.772 shares of Class A common stock, par value $0.0001 per share of the Company, resulting in the issuance of approximately 173.4 million shares of Class A common stock. Additionally, the Company reserved for issuance approximately 21.7 million shares of Class A common stock in respect to outstanding options and restricted stock units (“RSUs”) issued in exchange for options, RSUs and warrants of the Company. DCRB held subscription agreements with certain investors to issue and sell an aggregate of shares of Class A common stock per share for an aggregate commitment of $ (the “PIPE Financing”). At the closing of the Business Combination, DCRB consummated the PIPE Financing, and those proceeds became part of the Company’s capital. Pursuant to the terms of the Convertible Notes described in Note 7, immediately prior to the Business Combination the outstanding principal of $45 million as well as the accrued interest on the Convertible Notes automatically converted into shares of the Company at a price per share equal to 90% of the price per share paid by the PIPE Financing investors, and upon the closing, converted into 5,022,052 shares of common stock of the post-combination company. In addition, the of the options granted to Ascent Funds Management LLC to purchase shares of Legacy Hyzon common stock (the “Ascent Options”) the Ascent Options were common stock common stock Immediately after giving effect to the Business Combination, PIPE Financing, Convertible Note conversion, and Ascent Options shares of Class A common stock of the Company issued and outstanding. The number of shares of common stock issued immediately following the consummation of the Business Combination: Shares Common stock of DCRB 20,483,179 DCRB founders 5,643,125 Total DCRB 26,126,304 Conversion of Ascent Options 6,871,667 Legacy Hyzon shares after conversion 173,474,186 Conversion of convertible notes 5,022,052 PIPE shares 35,500,000 Total shares of common stock immediately after Business Combination 246,994,209 The following table reconciles the elements of the Business Combination to the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021: (in thousands) Recapitalization Cash – DCRB trust and cash, net of redemptions and liabilities recorded by DCRB of $13.5 million $ 191,181 Cash – PIPE Financing, net of transaction costs of $14.2 million 340,797 Less: transaction costs allocated to equity (19,042 ) Effect of Business Combination, net of redemption and transaction costs $ 512,936 The Company issued equity classified common shares and certain liability classified earnout shares. Transaction costs of $6.4 million attributable to the liability classified earnout shares were expensed. The rest was attributable to the equity classified common shares and recorded as a reduction to Additional paid-in capital in the Condensed Consolidated Balance Sheets. The following table reconciles the elements of the Business Combination to the Condensed Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2021: (in thousands) Recapitalization Cash – DCRB trust and cash, net of redemptions and liabilities recorded by DCRB of $13.5 million $ 191,181 Cash – PIPE Financing, net of transaction costs of $14.2 million 340,797 Conversion of convertible notes into common stock 50,198 Recognize earnout liability (188,373 ) Recognize private placement warrants liability (19,395 ) Recapitalization of Legacy Hyzon common shares 75 Less: transaction costs allocated to equity (19,857 ) Effect of Business Combination, net of redemption and transaction costs $ 354,626 Earnout Following the closing of the Business Combination, holders of the Company’s legacy common stock and outstanding equity awards (including warrant, stock option and RSU holders) were granted the right to receive up to an aggregate amount of 23,250,000 shares of Class A common stock that would vest in in three tranches of (i) 9,000,000, (ii) 9,000,000 and (iii) 5,250,000 shares if the trading price of the common stock of the Company achieves $18, $20, and $35 , respectively, as earnout shares occur prior to the one-year The Company recognized earnout shares to Legacy Hyzon’s common stockholders as a liability. The earnout liability was $114.8 million and $188.4 million as of September 30, 2021 and at the close of the Business Combination, respectively. The change in earnout liability was recorded as other income in Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The Company recognized the earnout shares to other equity holders as separate and incremental awards from other equity holders’ underlying stock-based compensation Certain earnout awards accounted for under ASC 718 were vested at the time of grant, and therefore recognized immediately as compensation expense. Certain other earnout awards accounted for under ASC 718 contained performance and market-based vesting conditions, and as the performance conditions are not deemed probable at September 30, 2021, no compensation expense has been recorded related to these awards. Total compensation expense recorded in the three and nine months ended September 30, 2021 related to earnout awards was $13.2 million. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2021 | |
Revenues | Note 4. Revenue We recognized $1.0 million in sales of fuel cell vehicles for the three months ended September 30, 2021. See Note 1 4 Warranty In most cases, products that customers purchase from us are covered by one to six-year Contract Liabilities Contract liabilities relate to the advance consideration 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 accompanying Condensed Consolidated Balance Sheets. The carrying amount of contract liabilities included in the accompanying Condensed Consolidated Balance Sheets was $11.0 million and $2.6 million as of September 30, 2021, and December 31, 2020, respectively. Remaining Performance Obligations The transaction price associated with remaining performance obligations related to orders for commercial vehicles and other contracts with customers was $20.6 million of September 30, 2021, of which the Company expects to recognize as revenue over the next 12 months. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expenses and Other Current Assets | Note 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: (in thousands) September 30, 2021 December 31, 2020 Deposit for fuel cell components (Note 14) $ 5,000 $ — Vehicle inventory deposits 4,756 577 Production equipment deposits 3,948 — Other current deposits 3,346 271 Prepaid Insurance 7,505 — Total prepaid expenses and other current assets 24,555 848 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant, and Equipment, net | Note 6. Property, Plant, and Equipment , net Property, plant, and equipment , net (In thousands) September 30, 2021 December 31, 2020 Land and building $ 2,424 $ — Machinery and equipment 5,728 371 Software 168 — Leasehold improvements 358 — Construction in progress 663 60 Total Property, plant, and equipment 9,431 431 Less: Accumulated depreciation and amortization (463 ) (13 ) Property, plant and equipment, net $ 8,878 $ 418 Depreciation and amortization expense totaled $0.2 million and $0.5 million for the three months and nine months ended September 30, 2021. Depreciation and amortization expense was negligible for the three months ended September 30, 2020, and the period from inception (January 21, 2020) to September 30, 2020. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Notes | Note 7. Convertible Notes In February 2021, the Company entered into a Convertible Notes Purchase Agreement with certain investors for the purchase and sale of $45 million in Convertible Notes (the “Convertible Notes”). The Convertible Notes accrued interest at an annual rate of 1% commencing upon issuance and compounding semi-annually on each August 1 and February 1. Interest was payable by increasing the principal amount of the Convertible Notes (with such increased amount accruing interest as well) on each interest payment due date. As the Convertible Notes contained various settlement outcomes, the Company evaluated each scenario for accounting purposes. The conversion features settled at discounts upon certain financing events were determined to be redemption features and were evaluated as embedded derivatives and bifurcated from the Convertible Notes due to the substantial premium to be paid upon redemption. At issuance, option-based features were determined to have a de minimis fair value, and non-option-based Combination. The period from July 1, 2021 The period from February 2021 Upon the closing, the Convertible Notes and the accrued interest automatically converted into 5,022,052 shares of common stock of the Company (see Note 3. Business Combination). |
Investments in Equity Securitie
Investments in Equity Securities | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Equity Securities | Note 8. Investments in Equity Securities We have certain equity security investments which are included in Restricted cash and other assets on the Condensed Consolidated Balance Sheets. The Company owns common shares, participation rights, and options to purchase additional common shares in Global NRG H2 Limited (“NRG”). The Company does not have control and does not have the ability to exercise significant influence over the operating and financial policies of this entity. The Company’s investment totaled $0.1 million as of December 31, 2020 and increased to $2.5 million as of September 30, 2021. On July 29, 2021, the Company entered into a Master Hub Agreement with Raven SR, LLC (“Raven SR”) whereby Raven SR granted to the Company a right of first refusal to co-invest in up to 100 of Raven SR’s first 200 solid waste-to-hydrogen generation and production facilities hubs), and up to 150 of Raven SR’s gas-to-hydrogen generation and production facilities across the United States on a hub-by-hub basis. In connection with this agreement, Hyzon invested $2.5 million on July 30, 2021, to acquire a minority interest in Raven SR. The Company’s total investments in equity securities as of September 30, 2021, and December 31, 2020, were $ and $ |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Taxes | Note 9. Income Taxes The Company did not record a provision for income taxes for the three or nine months ended September 30, 2021, because it expects to generate a loss for the year ending December 31, 2021, and the Company’s net deferred tax assets continue to be fully offset by a valuation allowance. As of September 30, 2021, and December 31, 2020, the Company had net There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021, and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its positions. The Company is subject to income tax examinations by major taxing authorities in the countries in which it operates since inception. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10. Fair Value Measurements The Company follows the guidance in ASC Topic 820, Fair Value Measurement. For assets and liabilities measured at fair value on a recurring and nonrecurring basis, a three-level hierarchy of measurements based upon observable and unobservable inputs is used to arrive at fair value. The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would 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 distinguishes between observable 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 which there is little, if any, market activity for the asset or liability at measurement date. As of September 30, 2021, and December 31, 2020, 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 their relatively short maturities. The Company did not have warrant liabilities or earnout liabilities as of December 31, 2020. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Fair Value Measurements on a Recurring Basis (In thousands) Level 1 Level 2 Level 3 Total Warrant l — — $ 11,781 $ 11,781 Earnout shares liability — — 114,758 114,758 Private Placement Warrants The estimated fair value of the private placement warrants (the “Private Placement Warrants”) is determined using Level 3 inputs by using the binominal lattice model (“BLM”), the application of BLM requires the use of several inputs and significant unobservable assumptions, including volatility. Significant judgment is required in determining the expected volatility of our common stock. The following table provides quantitative information regarding Level 3 fair value measurement inputs: September 30, 2021 July 16, 2021 Stock price $ 6.94 $ 10.33 Exercise price (strike price) $ 11.50 $ 11.50 Risk-free interest rate 0.9 % 0.8 % Volatility 60.00 % 34.20 % Remaining term (in years) 4.79 5.00 The following table presents the changes in the liability for Private Placement Warrants during the nine months ended September 30, 2021 (in thousands): Balance as of July 16, 2021 $ 19,395 Change in estimated fair value (7,614 ) Balance as of September $ 11,781 Earnout 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 quantitative information regarding Level 3 fair value measurement inputs: September 30, 2021 July 16, 2021 Stock price $ 6.94 $ 10.33 Risk-free interest rate 0.9 % 0.8 % Volatility 90.00 % 90.00 % Remaining term (in years) 4.79 5.00 The following table presents the changes in earnout liability during the nine months ended September 30, 2021 (in thousands): Balance as of July 16, 2021 $ 188,373 Change in estimated fair value (73,615 ) Balance as of September $ 114,758 The Company performs routine procedures such as comparing prices obtained from independent sources to ensure that appropriate fair values are recorded. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies | Note 11. Commitments and Contingencies Legal Proceedings From time to time, we may become involved in legal proceedings or be subject to claims in the ordinary course of business. While we are a party to current legal proceedings as discussed more fully below, we do not believe that these proceedings, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition, or results of operations. Regardless of outcome, such proceedings or claims can have an adverse impact on us because of legal defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be obtained. Prior to the completion of the Business Combination, certain purported DCRB stockholders filed lawsuits against DCRB and its directors asserting claims for breaches of fiduciary duty ( Lanctot v. Decarbonization Plus Acquisition Corp. et al., Pham v. Decarbonization Plus Acquisition Corp. et al., No.21-CIV-01928 On September 28, 2021, Blue Orca Capital released a report indicating that it held a short position in our stock and making numerous allegations about the Company. On October 5, 2021, we issued a press release denying the allegations and correcting numerous false claims and assertions in the report. Two related putative securities class action lawsuits were filed against the Company, certain of its current officers and directors and certain officers and directors of DCRB between September 30, 2021, and October 13, 2021, in the U.S. District Court for the Western District of New York ( Kauffmann v. Hyzon Motors Inc (No.6:21-cv-06612-CJS); Brennan v. Hyzon Motors Inc (No.6:21-cv-06636-CJS)) 10b-5 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. |
Stock-based Compensation Plans
Stock-based Compensation Plans | 9 Months Ended |
Sep. 30, 2021 | |
Stock-based Compensation Plans | Note 12. Stock-based Compensation Plans 2020 Stock Incentive Plan In January 2020, Legacy Hyzon adopted the 2020 Stock Incentive Plan (the “2020 Plan”) under which employees, directors, and consultants may be granted various forms of equity incentive compensation including incentive and non-qualified A total number of 16,250,000 reserved shares of common stock were reserved for awards under the 2020 Plan. Shares of common stock issued under the Plan may be either authorized but unissued shares or reacquired common stock of Legacy Hyzon. Under the 2020 Plan, the exercise period of options is determined when granted, and options expire no later than fifteen years from the date of grant, subject to terms and limitations relative to termination of service and ownership percentages of the voting power of all classes of Legacy Hyzon’s stock. The 2020 Plan was terminated in connection with the Business Combination in July 2021, and Legacy Hyzon will not grant any additional awards under the 2020 Plan. Any ungranted shares under the 2020 plan expired. However, the 2020 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under it. At the closing of the Business Combination, the outstanding awards under the 2020 Plan were converted at an Exchange Ratio of 1.772 . Share and per share information below have been converted from historical disclosure based on the Exchange Ratio. 2021 Equity Incentive Plan The 2021 Equity Incentive Plan (the “2021 Plan”) was approved by the Board of Directors on June 24, 2021, and subsequently approved by the stockholders on July 15, 2021. The 2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, RSU and performance awards to the Company’s employees, directors, and consultants. The number of shares of the Company’s common stock reserved for issuance under the 2021 Plan shares. In connection with the Business Combination, 21,339,493 shares of Class A common stock subject to outstanding equity awards granted under the 2020 Plan are converted into equity awards under the 2021 Plan. The number of shares of common stock available for issuance under the 2021 Plan will also include an annual increase on the first day of each year beginning in 2022 and ending in 2031, equal to the lesser of (A) two and one-half Former CTO Retirement Agreement In September 2021, the Company and former Chief Technology Officer (“former CTO”) entered into a Letter Agreement (the “Agreement”) concerning the former CTO’s retirement and separation from Hyzon. Pursuant to the Agreement, for a period of 24 months commencing on September 18, 2021 (the “Initial Consulting Period”), he will serve as a consultant to Hyzon. In exchange for services provided during the Initial Consulting Period, he will receive $20,000 per month. Subject to conditions of the Letter Agreement, the 1,772,000 stock options previously granted pursuant to his employment agreement with the Company will continue to vest annually in equal installments on April 1, 2022 through April 1, 2025. He also will be entitled to receive 250,000 RSUs of Hyzon, half of which vested after $13.4 million immediately in September 2021. In addition, the Company recognized salary expense of $0.5 million related to his monthly consulting payments. Stock-based Compensation Activities During the three months ended September 30, 2021, the Company did not grant any stock options. During the nine months ended September 30, 2021, the Company granted 134,672 stock options with a weighted average grant date fair value of $1.68 per share that vest over five years. During the three months ended September 30, 2021, 221,500 options were exercised resulting in proceeds of $0.3 million, and 107,206 options were forfeited or replaced. During the nine months ended September 30, 2021, 354,409 options were exercised resulting in proceeds of $0.4 million, and 174,542 options were forfeited or replaced. There was no option activity in the three months ended September 30, 2020, or the period from inception (January 21, 2020) to September 30, 2020. During the three months ended September 30, 2021, the Company granted 864,765 RSUs RSUs RSUs RSUs four RSUs As of September 30, 2021, there were 19,757,800 options with a weighted average exercise price of $1.13, and 2,171,946 RSUs RSUs The Company recognized stock-based compensation expense , inclusive of all employees, former CTO’s awards, and earnout shares to other equity holders, |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrant Disclosure [Abstract] | |
Warrants | Note 13. Warrants As of September 30, 2021, there were 19,300,742 warrants outstanding, of which 11,286,242 are public warrants (the “Public Warrants”) and 8,014,500 were Private Placement Warrants. Each whole warrant entitles the registered holder to purchase one share of common stock fifth anniversary Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash: • 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, which the Company refers to as the “30-day • if, and only if, the last reported sale price of the Company’s common stock has been at least $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) on each of 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the notice of redemption is given. Once the warrants become exercisable, the Company may redeem the outstanding warrants for common stock: • in whole and not in part; • at a price of $0.10 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; • if, and only if, the last reported sale price of the Company’s 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 notice of redemption is given; and • if the last sale price of the Company’s common stock on the trading day prior to the date on which the notice of redemption is given 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 Public Warrants. The terms of the Private Placement Warrants are identical to the Public Warrants as described above, except that the Private Placement Warrants are not redeemable (except as described above) so long as they are held by the sponsor or its permitted transferees. The Public Warrants are classified as equity and subsequent remeasurement is not required. The Private Placement Warrants are classified as liabilities and are initially recorded at their fair value, within warrant liability on the Condensed Consolidated Balance Sheets, and remeasured at each subsequent reporting date. Changes in the fair value of these instruments are recognized within Change in fair value of warrant liabilities in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The fair value of the Private Placement Warrants on July 16, 2021, in the amount of $19.4 million was recorded as a Warrant liability and a reduction to Additional paid-in |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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. Under the Horizon IP Agreement, JS Horizon assigned to the Company a joint ownership interest in certain intellectual property rights previously developed by JS Horizon (“Background IP”), and each of Hyzon and JS Horizon granted to the other, within such other party’s field of use, exclusive licenses under their respective joint ownership rights in the Background IP, as well as their rights in improvements made in the future with respect to such Background IP. Under that agreement, the Company also grants JS Horizon a perpetual non-exclusive The Horizon IP Agreement revised and clarified the intellectual property arrangements existing as of the Company’s inception, as set forth under two previous agreements. Under a license agreement made effective at the time of the Company’s inception (the “License Agreement”), the Company received an exclusive license under certain of the Background IP. That agreement was later terminated and replaced with a Partial Assignment Agreement of Fuel Cell Technology, dated November 19, 2020 (the “Partial Assignment Agreement”), which contemplated a joint ownership structure with respect to certain of the Background IP similar to the structure set forth under the now existing Horizon IP Agreement. Both the original License Agreement and Partial Assignment Agreement have been superseded by the Horizon IP Agreement. Under the terms of the Horizon IP Agreement, the Company will pay JS Horizon and JS Subsequent to September 30, 2021 million was Because the Company is under common control with Horizon and JS Horizon, the cost of the intellectual property transferred should equal the historical cost of the Company’s ultimate parent, Horizon. Due to the creation of the Background IP through research and development over a long period of time, the historical cost of the intellectual property acquired is zero. As such, no asset was recorded for the Background IP on the Company’s balance sheet. The difference between the fixed amounts payable to JS Horizon and JS Powertrain and the historical cost is treated as a deemed distribution to Horizon, given the common control. 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 Company made a deposit payment to Horizon in the amount of 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 $1.2 million and $0.1 million was recorded in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) related to such services for the three months ended September 30, 2021, and September 30, 2020, respectively. An allocation of approximately $1.8 million and $0.4 million was recorded in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) related to such services for the nine months ended September 30, 2021, and the period from inception (January 21, 2020) to September 30, 2020, respectively. The respectively. Holthausen 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 for certain production resources that result in related party transactions. In addition, both companies rely on certain suppliers, including Horizon. In July 2021, Hyzon Europe assumed certain customer sales contracts from Holthausen with an aggregate value of million. As a result of this transaction, the Company recorded Contract liabilities of million, work-in-process inventory of million, and due from Holthausen of $0.7 million. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings per Share | Note 15. Earnings per Share The following table presents the information used in the calculation of our basic and diluted earnings (loss) per share attributable to Hyzon common stockholders (in thousands, except per share data): Three Months Ended September 30, Nine Months Inception 2021 2020 2021 2020 Net income (loss) attributable to Hyzon $ 32,354 $ (556 ) $ 14,786 $ (854 ) Weighted average shares outstanding: Basic 234,464 148,405 189,226 148,405 Effect of dilutive securities 11,799 — 11,742 — Diluted 246,263 148,405 200,968 148,405 Earnings (loss) per share attributable to Hyzon: Basic $ 0.14 $ — $ 0.08 $ (0.01 ) Diluted $ 0.13 $ — $ 0.07 $ (0.01 ) The weighted average number of shares outstanding prior to Business Combination were converted at an Exchange Ratio of 1.772. The following shares were not included in the calculation of the weighted average diluted shares outstanding as the effect would have been anti-dilutive or the shares are contingently issuable, but all necessary conditions have not been satisfied for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Inception 2021 2020 2021 2020 Stock options and restricted stock units 1,475 — 1,475 — Stock options with market and performance conditions 5,538 — 5,538 — Private placement warrants 8,015 — 8,015 — Public Warrants 11,286 — 11,286 — Earnout shares 23,250 — 23,250 — |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Restricted Cash | Restricted Cash Restricted cash consists of funds that are contractually restricted as to usage or withdrawal. The Company presents restricted cash separately from unrestricted cash on the Condensed Consolidated Balance Sheets. As of September 30, 2021, the Company has $2.6 million in restricted cash included within Restricted cash and other assets, the balance is primarily comprised of $2.4 million in certain letters of credit. The Company ha restricted cash as of December 31, 2020. |
Inventories | Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out million, respectively. The Company had no inventory as of December 31, 2020. |
Warrant Liabilities | 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 the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity Derivatives and Hedging—Contracts in Entity’s Own Equity 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 adjusted to the current fair value at 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 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (see Note 13. Warrants). |
Earnout liability | Earnout liability As a result of the Business Combination, the Company recognized earnout shares to Legacy Hyzon’s common stockholders as a liability. Pursuant to ASC 805-10, Business Combinations Stock Compensation |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Summary of the Elements of the Business Combination to the Condensed Statements | The number of shares of common stock issued immediately following the consummation of the Business Combination: Shares Common stock of DCRB 20,483,179 DCRB founders 5,643,125 Total DCRB 26,126,304 Conversion of Ascent Options 6,871,667 Legacy Hyzon shares after conversion 173,474,186 Conversion of convertible notes 5,022,052 PIPE shares 35,500,000 Total shares of common stock immediately after Business Combination 246,994,209 The following table reconciles the elements of the Business Combination to the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021: (in thousands) Recapitalization Cash – DCRB trust and cash, net of redemptions and liabilities recorded by DCRB of $13.5 million $ 191,181 Cash – PIPE Financing, net of transaction costs of $14.2 million 340,797 Less: transaction costs allocated to equity (19,042 ) Effect of Business Combination, net of redemption and transaction costs $ 512,936 The Company issued equity classified common shares and certain liability classified earnout shares. Transaction costs of $6.4 million attributable to the liability classified earnout shares were expensed. The rest was attributable to the equity classified common shares and recorded as a reduction to Additional paid-in capital in the Condensed Consolidated Balance Sheets. The following table reconciles the elements of the Business Combination to the Condensed Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2021: (in thousands) Recapitalization Cash – DCRB trust and cash, net of redemptions and liabilities recorded by DCRB of $13.5 million $ 191,181 Cash – PIPE Financing, net of transaction costs of $14.2 million 340,797 Conversion of convertible notes into common stock 50,198 Recognize earnout liability (188,373 ) Recognize private placement warrants liability (19,395 ) Recapitalization of Legacy Hyzon common shares 75 Less: transaction costs allocated to equity (19,857 ) Effect of Business Combination, net of redemption and transaction costs $ 354,626 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: (in thousands) September 30, 2021 December 31, 2020 Deposit for fuel cell components (Note 14) $ 5,000 $ — Vehicle inventory deposits 4,756 577 Production equipment deposits 3,948 — Other current deposits 3,346 271 Prepaid Insurance 7,505 — Total prepaid expenses and other current assets 24,555 848 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Property, Plant and Equipment | Property, plant, and equipment , net (In thousands) September 30, 2021 December 31, 2020 Land and building $ 2,424 $ — Machinery and equipment 5,728 371 Software 168 — Leasehold improvements 358 — Construction in progress 663 60 Total Property, plant, and equipment 9,431 431 Less: Accumulated depreciation and amortization (463 ) (13 ) Property, plant and equipment, net $ 8,878 $ 418 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Fair Value Measurements on a Recurring Basis (In thousands) Level 1 Level 2 Level 3 Total Warrant l — — $ 11,781 $ 11,781 Earnout shares liability — — 114,758 114,758 |
Private Placements Warrants [Member] | |
Summary of Quantitative Information Regarding Level 3 Fair Value Measurement Inputs | The following table provides quantitative information regarding Level 3 fair value measurement inputs: September 30, 2021 July 16, 2021 Stock price $ 6.94 $ 10.33 Exercise price (strike price) $ 11.50 $ 11.50 Risk-free interest rate 0.9 % 0.8 % Volatility 60.00 % 34.20 % Remaining term (in years) 4.79 5.00 |
Summary of the Changes in the Liability for Private Placement Warrants | The following table presents the changes in the liability for Private Placement Warrants during the nine months ended September 30, 2021 (in thousands): Balance as of July 16, 2021 $ 19,395 Change in estimated fair value (7,614 ) Balance as of September $ 11,781 |
Earnout shares liability [Member] | |
Summary of Quantitative Information Regarding Level 3 Fair Value Measurement Inputs | The following table provides quantitative information regarding Level 3 fair value measurement inputs: September 30, 2021 July 16, 2021 Stock price $ 6.94 $ 10.33 Risk-free interest rate 0.9 % 0.8 % Volatility 90.00 % 90.00 % Remaining term (in years) 4.79 5.00 |
Summary of the Changes in the Liability for Private Placement Warrants | The following table presents the changes in earnout liability during the nine months ended September 30, 2021 (in thousands): Balance as of July 16, 2021 $ 188,373 Change in estimated fair value (73,615 ) Balance as of September $ 114,758 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the information used in the calculation of our basic and diluted earnings (loss) per share attributable to Hyzon common stockholders (in thousands, except per share data): Three Months Ended September 30, Nine Months Inception 2021 2020 2021 2020 Net income (loss) attributable to Hyzon $ 32,354 $ (556 ) $ 14,786 $ (854 ) Weighted average shares outstanding: Basic 234,464 148,405 189,226 148,405 Effect of dilutive securities 11,799 — 11,742 — Diluted 246,263 148,405 200,968 148,405 Earnings (loss) per share attributable to Hyzon: Basic $ 0.14 $ — $ 0.08 $ (0.01 ) Diluted $ 0.13 $ — $ 0.07 $ (0.01 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following shares were not included in the calculation of the weighted average diluted shares outstanding as the effect would have been anti-dilutive or the shares are contingently issuable, but all necessary conditions have not been satisfied for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Inception 2021 2020 2021 2020 Stock options and restricted stock units 1,475 — 1,475 — Stock options with market and performance conditions 5,538 — 5,538 — Private placement warrants 8,015 — 8,015 — Public Warrants 11,286 — 11,286 — Earnout shares 23,250 — 23,250 — |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 16, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Oct. 30, 2020 |
Cash | $ 498,014 | $ 17,139 | |||
Assets | 562,818 | 21,005 | |||
Liabilities | 162,079 | 6,244 | |||
Cash flows used in operating activities | $ (4) | 56,236 | |||
Payments to acquire businesses, gross | $ 512,900 | ||||
Hyzon Europe [Member] | |||||
Ownership interest | 50.50% | ||||
Assets | 26,400 | 1,000 | |||
Liabilities | $ 11,600 | $ 1,200 | |||
Holthausen | |||||
Ownership interest | 49.50% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Summary of Significant Accounting Policies Details [Line Items] | ||
Restricted cash | $ 2.6 | $ 0 |
Inventory raw materials | 11.5 | |
Inventory work in process | 3.8 | |
Letter of Credit [Member] | ||
Summary of Significant Accounting Policies Details [Line Items] | ||
Restricted cash | $ 2.4 |
Business Combination - Summary
Business Combination - Summary of the Elements of the Business Combination to the Condensed Statements (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Less: transaction costs allocated to equity | $ (19,042) |
Effect of Business Combination, net of redemption and transaction costs | 512,936 |
Effect of Business Combination, net of redemption and transaction costs | 354,626 |
Conversion of convertible notes into common stock | 50,198 |
Recognize earnout liability | (188,373) |
Recognize private placement warrants liability | (19,395) |
Recapitalization of Legacy Hyzon common shares | 75 |
Less: transaction costs allocated to equity | $ (19,857) |
Business Combination [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Total shares of Common Stock immediately after Business Combination | shares | 246,994,209 |
Ascent options [Member] | Business Combination [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Total shares of Common Stock immediately after Business Combination | shares | 6,871,667 |
Legacy Hyzon [Member] | Business Combination [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Total shares of Common Stock immediately after Business Combination | shares | 173,474,186 |
Conversion of Convertible Notes [Member] | Business Combination [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Total shares of Common Stock immediately after Business Combination | shares | 5,022,052 |
DCRB trust [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Cash | $ 191,181 |
DCRB trust [Member] | Business Combination [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Total shares of Common Stock immediately after Business Combination | shares | 26,126,304 |
PIPE Financing [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Cash | $ 340,797 |
PIPE Financing [Member] | Business Combination [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Total shares of Common Stock immediately after Business Combination | shares | 35,500,000 |
Founders Shares [Member] | DCRB trust [Member] | Business Combination [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Total shares of Common Stock immediately after Business Combination | shares | 5,643,125 |
Common Stock [Member] | DCRB trust [Member] | Business Combination [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Total shares of Common Stock immediately after Business Combination | shares | 20,483,179 |
Business Combination - Summar_2
Business Combination - Summary of the Elements of the Business Combination to the Condensed Statements (Parenthetical) (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Busines combination trasaction costs expensed | $ 19,042 |
Liability Classified Earnout Shares [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Busines combination trasaction costs expensed | 6,400 |
DCRB trust [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Redemption of liabilities | 13,500 |
PIPE Financing [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Business combination transaction costs | $ 14,200 |
Business Combination - Addition
Business Combination - Additional Information (Detail) | Jul. 16, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / shares |
Business Acquisition [Line Items] | |||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Stockholders equity note, stock split, conversion ratio | 1.772 | ||||
Proceeds from issuance of common stock | $ | $ 84,000 | ||||
Recognize earnout liability | $ | $ 188,373,000 | $ 188,373,000 | |||
Business combination allocated share based expense related to earnout awards | $ | 13,200,000 | $ 13,200,000 | |||
New Hyzon [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of shares issued | 23,250,000 | ||||
Number of trading days for determining the share price | 20 days | ||||
Number of consecutive trading days for determining the share price | 30 days | ||||
Maximum earnout period | 5 years | ||||
Maximum earnout shares issued | 5,250,000 | ||||
New Hyzon [Member] | Tranche One [Member] | |||||
Business Acquisition [Line Items] | |||||
Sale of stock price | $ / shares | $ 18 | ||||
Number of shares issued | 9,000,000 | ||||
New Hyzon [Member] | Tranche Two [Member] | |||||
Business Acquisition [Line Items] | |||||
Sale of stock price | $ / shares | $ 20 | ||||
Number of shares issued | 9,000,000 | ||||
New Hyzon [Member] | Tranche Three [Member] | |||||
Business Acquisition [Line Items] | |||||
Sale of stock price | $ / shares | $ 35 | ||||
Number of shares issued | 5,250,000 | ||||
Ascent options [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination share based compensation by share based award exercise price per share of options excercised | $ / shares | $ 2.73 | ||||
Business combination share based compensation by share based award number of shares as a result of options excercised before business combination | 3,900,000 | ||||
Business combination share based compensation by share based award number of shares as a result of options excercised after business combination | 6,900,000 | ||||
PIPE Financing [Member] | |||||
Business Acquisition [Line Items] | |||||
Debt instrument principal amount | $ | $ 45,000,000 | ||||
Percentage of price per share of converted shares equal to price per share paid by the pipe financing investors | 90.00% | ||||
Debt instrument shares converted | 5,022,052 | ||||
Legacy Hyzon [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | ||||
Recognize earnout liability | $ | $ 114,800,000 | $ 188,400,000 | $ 188,400,000 | ||
Common Class A [Member] | |||||
Business Acquisition [Line Items] | |||||
Issued and outstanding share | 246,994,209 | ||||
Common Class A [Member] | PIPE Financing [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock issued, shares | 35,500,000 | ||||
Sale of stock price | $ / shares | $ 10 | ||||
Common stock issued, value | $ | $ 355,000,000 | ||||
Common Class A [Member] | Legacy Hyzon [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||
Stockholders equity note, stock split, conversion ratio | 1.772 | ||||
Proceeds from issuance of common stock | $ | $ 173,400,000 |
Revenues - Additional Informati
Revenues - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | $ 10,984 | $ 2,608 |
Remaining performance obligations | 20,600 | |
Fuel [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | $ 1,000 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Deposit for fuel cell components (Note 14) | $ 5,000 | |
Vehicle inventory deposits | 4,756 | $ 577 |
Production equipment deposits | 3,948 | |
Other current assets | 3,346 | 271 |
Prepaid Insurance | 7,505 | |
Total prepaid expenses and other current assets | $ 24,555 | $ 848 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net - Schedule of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | $ 9,431 | $ 431 |
Less: Accumulated depreciation and amortization | (463) | (13) |
Property and equipment, net | 8,878 | 418 |
Land and Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 2,424 | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 5,728 | 371 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 168 | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 358 | |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | $ 663 | $ 60 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | |
Depreciation and amortization expenses | $ 200 | $ 1 | $ 450 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended |
Feb. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Proceeds from issuance of convertible notes | $ 45,000 | $ 500 | $ 45,000 | |
Number of common shares | 5,022,052 | |||
Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 1.00% | 1.00% | ||
Interest expenses | $ 300 | $ 200 | ||
Change in value of bifurcated embedded derivative | $ 5,000 |
Investments in Equity Securit_2
Investments in Equity Securities - Additional Information (Detail) - USD ($) $ in Millions | Jul. 29, 2021 | Sep. 30, 2021 | Jul. 30, 2021 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments | $ 5 | $ 0.1 | ||
Global NRG H2 Limited [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments | $ 2.5 | $ 0.1 | ||
Raven SR, LLC [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments | $ 2.5 | |||
Equity method investment, description of principal activities | Raven SR granted to the Company a right of first refusal to co-invest in up to 100 of Raven SR’s first 200 solid waste-to-hydrogen generation and production facilities hubs), and up to 150 of Raven SR’s gas-to-hydrogen generation and production facilities across the United States on a hub-by-hub basis. |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Income tax expense (benefit) | $ 0 | $ 0 | $ 0 | $ 0 | |
Deferred tax assets net | 19.3 | 19.3 | $ 3.1 | ||
Unrecognized tax benefit | 0 | 0 | 0 | ||
Accrued interest and penalties | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Jul. 16, 2021 |
Private Placements Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 19,400 | |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout shares liability | $ 114,758 | |
Fair Value, Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout shares liability | 114,758 | |
Fair Value, Recurring [Member] | Private Placements Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 11,781 | |
Fair Value, Recurring [Member] | Private Placements Warrants [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 11,781 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurement Inputs (Detail) | Sep. 30, 2021yr | Jul. 16, 2021yr |
Private Placements Warrants [Member] | Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 6.94 | 10.33 |
Private Placements Warrants [Member] | Exercise price (strike price) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 11.50 | 11.50 |
Private Placements Warrants [Member] | Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.9 | 0.8 |
Private Placements Warrants [Member] | Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 60 | 34.20 |
Private Placements Warrants [Member] | Remaining term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 4.79 | 5 |
Earnout shares liability [Member] | Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 6.94 | 10.33 |
Earnout shares liability [Member] | Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.9 | 0.8 |
Earnout shares liability [Member] | Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 90 | 90 |
Earnout shares liability [Member] | Remaining term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 4.79 | 5 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of the Changes in the Liability for Private Placement Warrants (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Private Placements Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as of July 16, 2021 | $ 19,395 |
Change in estimated fair value | (7,614) |
Balance as of September 30, 2021 | 11,781 |
Earnout shares liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as of July 16, 2021 | 188,373 |
Change in estimated fair value | (73,615) |
Balance as of September 30, 2021 | $ 114,758 |
Stock-based Compensation Plans
Stock-based Compensation Plans - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Jul. 31, 2021 | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 24, 2021shares | Sep. 30, 2020USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average exercise price | $ / shares | $ 1.13 | $ 1.13 | ||||
Exchange Ratio | 1.772 | |||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | $ 12,600 | |||||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | |||||
Share-based payment arrangement, expense | $ | $ 27,200 | $ 28,100 | ||||
Number of shares available for grant | 134,672 | 134,672 | ||||
Weighted average grant date fair value | $ / shares | $ 1.68 | |||||
Share-based payment award, options, exercises in period | 221,500 | 354,409 | ||||
Stock issued during period, value, stock options exercised | $ | $ 250 | $ 190 | $ 400 | |||
Share-based payment award, options were forfeited or replaced | 107,206 | 174,542 | ||||
Share-based payment award, options, outstanding | 19,757,800 | 19,757,800 | ||||
Former CTO Retirement Agreement [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Related party transaction fees payable per month | $ | $ 20,000 | |||||
Share-based payment award, shares vested and expected to vest | 1,772,000 | 1,772,000 | ||||
Share-based compensation arrangement by share-based payment award, award vesting installments period | employment agreement with the Company will continue to vest annually in equal installments on April 1, 2022 through April 1, 2025. | |||||
Salary expense | $ | $ 500 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, granted | 2,622,589 | |||||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | 5 years | ||||
Number of shares available for grant | 864,765 | 864,765 | ||||
Weighted average grant date fair value | $ / shares | $ 8.04 | $ 4.44 | ||||
Share-based payment award, options were forfeited or replaced | 450,643 | |||||
Share-based payment award, options, outstanding | 2,171,946 | 2,171,946 | 0 | |||
Restricted Stock Units (RSUs) [Member] | Former CTO Retirement Agreement [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock issued during the period shares | 250,000 | |||||
Share-based payment arrangement, expense | $ | $ 13,400 | |||||
Stock Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Reserved shares of common stock | 16,250,000 | 16,250,000 | ||||
Options exercise period date of grant | 15 years | |||||
2020 Stock Incentive Plan [Member] | Legacy Hyzon [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exchange Ratio | 1.772 | |||||
2021 Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Reserved shares of common stock | 23,226,543 | |||||
Business combination share based compensation by share based payment award shares subject to outstanding awards converted into awards | 21,339,493 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Jul. 16, 2021 | |
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, outstanding | 19,300,742 | 19,300,742 | |
Warrants and rights outstanding, term | 5 years | 5 years | |
Class of warrant or right, exercise price of warrants or rights | $ 0.01 | $ 0.01 | |
Minimum notice period | 30 days | ||
Number of trading days determining share price | 20 days | ||
Number of days determining share price | 30 days | ||
Warrant price | $ 0.10 | ||
Gain loss on derivative instruments, net, pretax | $ 7.6 | $ 7.6 | |
Private Placements Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Derivative liabilities | $ 19.4 | ||
Share Price Equals Or Exceeds Ten USD [Member] | |||
Class of Warrant or Right [Line Items] | |||
Share price | $ 10 | $ 10 | |
Share Price Less Than Eighteen USD [Member] | |||
Class of Warrant or Right [Line Items] | |||
Share price | $ 18 | $ 18 | |
Refered To As Thity Day Redemption Period [Member] | |||
Class of Warrant or Right [Line Items] | |||
Minimum notice period | 30 days | ||
Common Stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrants or rights, Number of securities called by each warrant or right | 1 | 1 | |
Investment company, redemption fee, per share | $ 18 | ||
Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrant, exercise price, increase | $ 11.50 | ||
Public Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, outstanding | 11,286,242 | 11,286,242 | |
Private Placement [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, outstanding | 8,014,500 | 8,014,500 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Jul. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||
Horizon IP agreement payable | $ 10,000 | $ 10,000 | ||||
Related party liability | 3,800 | 3,800 | $ 600 | |||
Compensation cost | 1,200 | $ 100 | $ 400 | 1,800 | ||
Joint Venture Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due from Related Parties | $ 800 | 800 | ||||
Fuel Cell Technologies [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Deposit payment | 5,000 | |||||
Horizon IP Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, Amounts of transaction | $ 6,900 | |||||
Customer Sales Contracts [Member] | Joint Venture Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, Contract liability, Value | $ 5,100 | |||||
Related party transaction, Contract liabilities, Current | 4,100 | |||||
Related party transaction, Purchases from related party | 3,400 | |||||
Due from related parties current | $ 700 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Net income (loss) attributable to Hyzon | $ 32,354 | $ (556) | $ (296) | $ (17,568) | $ (854) | $ 14,786 | $ (854) |
Weighted average shares outstanding: | |||||||
Basic | 234,464 | 148,405 | 148,405 | 189,226 | 148,405 | ||
Effect of dilutive securities | 11,799 | 11,742 | |||||
Diluted | 246,263 | 148,405 | 148,405 | 200,968 | 148,405 | ||
Earnings/ (loss) per share attributable to Hyzon: | |||||||
Basic | $ 0.14 | $ (0.01) | $ 0.08 | $ (0.01) | |||
Diluted | $ 0.13 | $ (0.01) | $ 0.07 | $ (0.01) |
Earnings per Share - Schedule_2
Earnings per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock options and restricted stock units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,475 | 0 | 1,475 | 0 |
Stock options with market and performance conditions [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 5,538 | 0 | 5,538 | 0 |
Warrant [Member] | Private Placement Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 8,015 | 0 | 8,015 | 0 |
Warrant [Member] | Public Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 11,286 | 0 | 11,286 | 0 |
Earnout shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 23,250 | 0 | 23,250 | 0 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders equity note, stock split, conversion ratio | 1.772 |