Cover
Cover | 12 Months Ended |
Dec. 31, 2021 | |
Document Information [Line Items] | |
Document Type | POS AM |
Amendment Flag | true |
Entity Registrant Name | Hyzon Motors Inc. |
Entity Central Index Key | 0001716583 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | On July 30, 2021, the registrant filed a Registration Statement on Form S-1 (Registration No. 333-258340), which was subsequently declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 10, 2021 (the “Registration Statement”). This post-effective amendment is being filed to update the Registration Statement to include information contained in the registrant’s Annual Report on Form 10-K and certain other information in such Registration Statement. No additional securities are being registered under this post-effective amendment. All applicable registration fees were paid at the time of the original filing of the Registration Statement. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 445,146 | $ 17,139 |
Accounts receivable | 2,598 | 0 |
Related party receivable | 264 | 0 |
Inventory | 19,245 | 0 |
Prepaid expenses and other current assets | 27,970 | 848 |
Total current assets | 495,223 | 17,987 |
Property, plant, and equipment, net | 14,311 | 418 |
Right-of-use assets | 10,265 | 1,656 |
Investments in equity securities | 4,948 | 122 |
Other assets | 5,430 | 822 |
Total Assets | 530,177 | 21,005 |
Current liabilities | ||
Accounts payable | 8,430 | 215 |
Accrued liabilities | 6,026 | 1,062 |
Related party payables | 3,633 | 560 |
Contract liabilities | 11,230 | 2,608 |
Current portion of lease liabilities | 1,886 | 618 |
Total current liabilities | 31,205 | 5,063 |
Long term liabilities | ||
Lease liabilities | 8,830 | 1,181 |
Private placement warrant liability | 15,228 | |
Earnout liability | 103,761 | |
Other liabilities | 1,296 | |
Total liabilities | 160,320 | 6,244 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Common stock, $0.0001 par value; 400,000,000 shares authorized, 247,758,412 and 166,125,000 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively. | 25 | 17 |
Additional paid-in capital | 403,016 | 29,122 |
Accumulated deficit | (28,117) | (14,271) |
Accumulated other comprehensive income (loss) | 373 | (16) |
Total Hyzon Motors Inc. stockholders' equity | 375,297 | 14,852 |
Noncontrolling interest | (5,440) | (91) |
Total Stockholders' Equity | 369,857 | 14,761 |
Total Liabilities and Stockholders' Equity | $ 530,177 | $ 21,005 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 247,758,412 | 166,125,000 |
Common stock, shares outstanding | 247,758,412 | 166,125,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Revenue | $ 6,049 | |
Operating expense: | ||
Cost of revenue | 21,191 | |
Research and development | $ 1,446 | 16,443 |
Selling, general, and administrative | 12,785 | 69,792 |
Total operating expenses | 14,231 | 107,426 |
Loss from operations | (14,231) | (101,377) |
Other income (expense): | ||
Change in fair value of private placement warrant liability | 4,167 | |
Change in fair value of earnout liability | 84,612 | |
Foreign currency exchange loss and other expense | (108) | (1,452) |
Interest expense, net | (37) | (5,235) |
Total other income (expense) | (145) | 82,092 |
Net loss | (14,376) | (19,285) |
Less: Net loss attributable to noncontrolling interest | (105) | (5,439) |
Net loss attributable to Hyzon | (14,271) | (13,846) |
Comprehensive loss: | ||
Net loss | (14,376) | (19,285) |
Foreign currency translation adjustment | (20) | 479 |
Comprehensive loss | (14,396) | (18,806) |
Less: Comprehensive loss attributable to noncontrolling interest | (109) | (5,349) |
Comprehensive loss attributable to Hyzon | $ (14,287) | $ (13,457) |
Net loss attributable to Hyzon per share: | ||
Basic | $ (0.09) | $ (0.07) |
Diluted | $ (0.09) | $ (0.07) |
Weighted average common shares outstanding: | ||
Basic | 152,650 | 203,897 |
Diluted | 152,650 | 203,897 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common StockLegacy Common Stock [Member] | 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]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 | $ 0 | $ 15 | $ 69 | $ 0 | $ 0 | $ 84 | $ 0 | $ 84 | $ 84 | $ 0 | $ 0 | $ 0 | $ 0 | $ 84 | $ 0 | |
Beginning Balance, shares at Jan. 20, 2020 | 0 | 148,405,000 | 83,750,000 | 0 | |||||||||||||
Retroactive application of recapitalization | $ (84) | $ 15 | $ 69 | ||||||||||||||
Retroactive Application Of Recapitalization, Shares | (83,750,000) | 148,405,000 | |||||||||||||||
Issuance of common stock, net of issuance costs | [1] | 18,476 | $ 0 | $ 2 | 18,474 | 18,476 | |||||||||||
Issuance of common stock, net of issuance costs, Shares | [1] | 0 | 17,277,000 | ||||||||||||||
Stock-based compensation | 10,079 | 10,079 | 10,079 | ||||||||||||||
Noncontrolling interest capital contribution | 18 | 18 | |||||||||||||||
Net loss attributable to Hyzon | (14,271) | (14,271) | (14,271) | ||||||||||||||
Net loss attributable to noncontrolling interest | (105) | (105) | |||||||||||||||
Foreign currency translation loss | (20) | (16) | (16) | (4) | |||||||||||||
Conversion of convertible notes | [1] | 500 | 500 | 500 | |||||||||||||
Conversion of convertible notes, shares | [1] | 0 | 443,000 | ||||||||||||||
Ending Balance at Dec. 31, 2020 | 14,761 | $ 0 | $ 17 | 29,122 | (14,271) | (16) | 14,852 | (91) | |||||||||
Ending Balance, shares at Dec. 31, 2020 | 0 | 166,125,000 | |||||||||||||||
Issuance of common stock, net of issuance costs | $ 1 | (1) | |||||||||||||||
Issuance of common stock, net of issuance costs, Shares | 7,234,006 | ||||||||||||||||
Exercise of stock options | 532 | 532 | 532 | ||||||||||||||
Exercise of stock options, shares | 436,037 | ||||||||||||||||
Reverse recapitalization transaction, net | $ 354,634 | $ 7 | 354,627 | 354,634 | |||||||||||||
Reverse recapitalization transaction, net, Shares | 73,502,303 | ||||||||||||||||
Common stock issued for the cashless exercise of warrants | 32,959 | ||||||||||||||||
Vesting of RSUs, Shares | 8,300 | 428,107 | |||||||||||||||
Stock-based compensation | $ 29,088 | 29,088 | 29,088 | ||||||||||||||
IP transaction—deemed distribution | (10,000) | (10,000) | (10,000) | ||||||||||||||
Net loss attributable to Hyzon | (13,846) | (13,846) | (13,846) | ||||||||||||||
Net loss attributable to noncontrolling interest | (5,439) | (5,439) | |||||||||||||||
Foreign currency translation loss | 479 | 389 | 389 | 90 | |||||||||||||
Repurchase of warrants | (540) | (540) | (540) | ||||||||||||||
Issuance of Hongyun Warrants | 188 | 188 | 188 | ||||||||||||||
Ending Balance at Dec. 31, 2021 | $ 369,857 | $ 0 | $ 25 | $ 403,016 | $ (28,117) | $ 373 | $ 375,297 | $ (5,440) | |||||||||
Ending Balance, shares at Dec. 31, 2021 | 0 | 247,758,412 | |||||||||||||||
[1] | Issuance of common stock, net of issuance costs of $1,024 and conversion of convertible notes have been retroactively restated to give effect to the recapitalization transaction. |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
IPO [Member] | |
Issuance costs | $ 1,024 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (14,376) | $ (19,285) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 185 | 1,140 |
Stock-based compensation | 9,983 | 29,148 |
Loss on extinguishment of convertible notes | 107 | |
Noncash interest expense | 5,224 | |
Issuance of Hongyun warrants | 188 | |
Fair value adjustment of private placement warrant liability | (4,167) | |
Fair value adjustment of earnout liability | (84,612) | |
Changes in operating assets and liabilities: | ||
Accounts Receivable | (2,614) | |
Inventory | (19,276) | |
Prepaid expenses and other current assets | (824) | (22,970) |
Other assets | 0 | (1,023) |
Accounts payable | 215 | 8,164 |
Accrued liabilities | 467 | 4,966 |
Related party payables | 560 | (290) |
Contract liabilities | 2,608 | 8,684 |
Other liabilities | 1,425 | |
Net cash used in operating activities | (1,182) | (95,191) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (431) | (14,525) |
Advanced payments for capital expenditures | (4,257) | |
Investment in non-consolidated affiliates | (98) | |
Investment in equity securities | (122) | (4,826) |
Net cash used in investing activities | (553) | (23,706) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock, net of transaction costs | 18,560 | 0 |
Proceeds from Business Combination, net of transaction costs (Note 3) | 512,936 | |
Payment for purchase of Horizon IP | (6,900) | |
Exercise of stock options | 532 | |
Payment of finance lease liability | (29) | (203) |
Debt issuance costs | (133) | |
Repurchase of warrants | (540) | |
Deferred transaction costs | (137) | 0 |
Proceeds from issuance of convertible notes | 500 | 45,000 |
Net cash provided by financing activities | 18,894 | 550,692 |
Effect of exchange rate changes on cash | (20) | 431 |
Net change in cash and restricted cash | 17,139 | 432,226 |
Cash—Beginning | 17,139 | |
Cash and restricted cash—Ending | $ 17,139 | 449,365 |
Supplemental schedule of non-cash investing activities and financing activities: | ||
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 IP Agreement - Fee | 10,000 | |
Conversion of convertible notes for common stock | 50,198 | |
Acquisitions of property and equipment included in current liabilities | $ 61 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 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 September 7, 2017. 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 assembles and supplies hydrogen fuel cell-powered commercial vehicles across the North American, Europe, China, and Australasia. In addition, Hyzon builds and fosters a clean hydrogen supply ecosystem with leading partners from feedstocks through production, dispensing and financing. On February 8, 2021, legacy Hyzon Motors Inc. (“Legacy Hyzon”) incorporated in the State of Delaware on January 21, 2020, 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 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 Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance refers to U.S. GAAP as found in U.S. Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). Principles of Consolidation The consolidated financial statements reflect the Company’s accounts and operations, those of its wholly owned subsidiaries and subsidiaries in which the Company has a controlling financial interest. In accordance with the provisions of ASC 810, Consolidation Use of Estimates The consolidated financial statements of the Company have been prepared in conformity with U.S. GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Segment Information The Company’s Chief Executive Officer has been identified as the chief operating decision maker. As the chief operating decision maker reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance, the Company has determined that it operates in one operating and reportable segment. Liquidity and Capital Resources The Company has incurred losses from operations since inception. The Company incurred net losses of $19.3 million and $14.4 million for the year ended December 31, 2021 and the period from January 21, 2020 (inception) through December 31, 2020, respectively. Accumulated deficit amounts to $28.1 million and $14.3 million as of December 31, 2021 and 2020, respectively. Net cash used in operating activities was $95.2 million and $1.2 million for the year ended December 31, 2021 and the period from January 21, 2020 (inception) through December 31, 2020, respectively. On July 16, 2021, the Company received $512.9 million in cash, net of redemption and transaction costs as a result of the Business Combination (see Note 3, million in unrestricted cash. Management expects that the Company’s current source of liquidity including cash, after taking consideration of the current projections of cash flow used in operating and investing activities, will be sufficient to meet its liquidity requirements for at least one year from the issuance date of these consolidated financial statements. Based on the above considerations, the Company’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. Risks and Uncertainties The Company is subject to a variety of risks and uncertainties common to early-stage companies with a history of losses and are expected to incur significant expenses and continuing losses for the foreseeable future. The risks and uncertainties include, but not limited to, further development of its technology, marketing and distribution channels, further development of its supply chain and manufacturing, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, and the ability to secure additional capital to fund operations. Reclassifications Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation in the consolidated financial statements and the accompanying notes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Revenue The Company enters into sales contracts with customers for the purchase of the Company’s products and service including fuel cell systems, fuel cell electric vehicles (“FCEVs”), parts, product support, and other related services. The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers revenue. In general, payment terms for sales of FCEVs to certain customers have included installment billing terms to fund the Company’s working capital requirements. The Company does not adjust the transaction price for a significant financing component when the performance obligation is expected to be fulfilled within a year as the amount is not material. In China, the Company has granted extended payment terms on selected receivables (see Note 4, Revenue). The Company does not include a right of return on its products other than rights related to standard warranty provisions that permit repair or replacement of defective goods. The Company recognizes the incremental costs of obtaining contracts, including commissions, as an expense when incurred as the contractual period of our arrangements are expected to be one year or less. Amounts billed to customers related to shipping and handling are classified as Revenue, and the Company has elected to recognize the cost for freight and shipping when control over vehicles, parts, or accessories have transferred to the customer as an expense in Cost of revenue. Accounts Receivable Accounts receivable primarily arise from sales of FCEVs to customers in the normal course of business. They are stated at the amount billed or billable to customers, net of any allowance for credit losses. An allowance for credit losses accounts is established through a charge to Selling, general , recorded no allowance for credit losses. Concentration of Supply Risk The Company is subject to risks related to its dependence on suppliers as some of the components and technologies used in the Company’s products are produced by a limited number of sources or contract manufacturers. The inability of these suppliers to deliver necessary components in a timely manner, at prices and quantities acceptable to the Company may cause the Company to incur transition costs to other suppliers and could have a material and adverse impact on the Company’s business, growth and financial and operating results. The Company currently relies and expects to rely on Horizon as a single source supplier of hydrogen fuel cell systems until completion of Hyzon hydrogen fuel cell manufacturing facilities. Warranties In most cases, products that customers purchase from us are covered by a one limited product warranty. At the time products are sold, the Company estimates the cost of expected future warranty claims and accrues estimated future warranty costs in Cost of revenue. These estimates are based on industry information, actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain given the Company’s relatively short history, and changes to the historical or projected warranty experience may cause changes to the warranty reserve when the Company accumulates more actual data and experience in the future. The Company will periodically review the adequacy of its product warranties and adjust, if necessary, the warranty percentage and accrued warranty liability for actual historical experience. The Company accrued warranty obligations of $1.1 million within Other liabilities as of December 31, 2021. Leases The Company accounts for leases in accordance with ASC Topic 842, Leases lease payments at the lease commencement date and is subsequently measured at amortized cost using the effective interest method. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company has operating or finance leases for office space, research and development space, warehouse and manufacturing space. For finance leases, lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset results in straight-line rent expense over the lease term. The lease term for all of the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Lease payments included in the measurement of the lease liability comprise fixed payments, and the exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain to exercise the option. Variable lease payment amounts that cannot be determined at the commencement of the lease, such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities. These are expensed as incurred and recorded as variable lease expense. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. The Company has elected not to recognize leases with original lease terms of 12 months or less (“short-term leases”) on the Company’s balance sheet. Short-term lease cost was immaterial for the year ended December 31, 2021 and for the period from January 21, 2020 (inception) through December 31, 2020. Cash & Restricted Cash Cash includes cash held in banks. The Company deposits its cash with high credit quality institutions to minimize credit risk exposure. Restricted cash is pledged as security for letters of credit or other collateral amounts established by the Company for certain lease obligations, corporate credit cards, and other contractual arrangements. The Company presents restricted cash separately from unrestricted cash on the Consolidated Balance Sheets, included within Other assets. As of December 31, 2021, the Company has $4.2 million in restricted cash. The Company had no restricted cash as of December 31, 2020. Inventory Inventories are stated at the lower of cost and net realizable value (“NRV”). Cost is determined using the first-in, first-out method (FIFO) for all inventories. We write-down inventory for any excess or obsolete inventoried or when we believe that the net realizable value of inventories is less than the carrying value. Inventory write-downs are recognized in Cost of revenue. Property, Plant, and Equipment Property, plant and equipment is stated at cost less accumulated depreciation and amortization. Major improvements that extend the useful life or add functionality are capitalized. Repair and maintenance costs are expensed as incurred. The cost of properties sold or otherwise disposed of and the related accumulated depreciation and amortization are eliminated from the balance sheet accounts at the time of disposal and resulting gains and losses are included as a component of operating income. Depreciation is recorded on a straight-line basis over the shorter of the lease term or the following estimated useful lives of the assets. Years Buildings and improvements 30 years Leasehold improvements 5 years Machinery and equipment 7 years Software 3 - 5 years Vehicles 5 years Investments in Equity Securities The Company owns common shares, participation rights, and options to purchase additional common shares in certain private companies. The Company does not have control and does not have the ability to exercise significant influence over operating and financial policies of these entities. The investment does not have a readily determinable fair value and thus the investment is measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment. Changes in the fair values of the investments are recorded in Other income (expense) on the Consolidated Statements of Operations and Comprehensive Loss (see Note 10, Investments in Equity Securities). Investments in Non-consolidated Affiliates Equity method investments are recorded at original cost and adjusted periodically to recognize (i) the Company’s proportionate share of the investees’ net income or losses after the date of investment, (ii) additional contributions made and dividends or distributions received, and (iii) impairment losses resulting from adjustments to fair value. The Company assesses the potential impairment of equity method investments and determines fair value based on valuation methodologies, as appropriate, including the present value of estimated future cash flows, estimates of sales proceeds, and market multiples. If an investment is determined to be impaired and the decline in value is other than temporary, a write-down is recorded as appropriate. Fair Value Measurements Financial assets and liabilities are categorized, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities and lowest priority to unobservable inputs. Observable market data, when available, is required to be used in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. 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 FASB ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging—Contracts in Entity’s Own Equity freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. 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 Consolidated Statements of Operations and Comprehensive Loss (see Note 16, Stockholders’ Equity). 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 Impairment of Long-Lived Assets The Company assesses the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the assets from expected undiscounted future cash flows from operations. An impairment charge would be recognized equal to the amount by which the carrying amount exceeds the estimated fair value of the asset. Fair value is determined using either the market or sales comparison approach, cost approach or anticipated cash flows discounted at a rate commensurate with the risk involved. The Company did not record any impairment loss for the year ended December 31, 2021, nor for the period from January 21, 2020 ( i Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized. The Company accounts for uncertain tax positions in accordance with ASC Topic 740, Income Taxes clarifies the accounting for uncertainty in tax positions. This interpretation requires that an entity recognizes in its consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than % if and when required, as part of income tax expense in the Consolidated Statements of Operations and Comprehensive Loss. Foreign Currency Translation and Transactions The functional and reporting currency of each of the Company’s foreign subsidiaries is determined based on the primary currency in which they operate and appropriate economic factors. For the translation from the applicable foreign currencies to U.S. dollars, period-end exchange rates are utilized for balance sheet accounts and weighted average exchange rates for each period for revenue and expense accounts. The cumulative translation adjustments are recognized as a component of Accumulated other comprehensive loss. For all transactions denominated in a currency other than a subsidiary’s functional currency, exchange rate gains and losses are recognized in earnings in the period incurred. Net foreign currency transaction losses of $1.3 million and a negligible amount were recorded for the year ended December 31, 2021 and for the period from income Stock-based Compensation Incentive plans that provide for the granting of stock-based compensation to employees, directors, and consultants are described in Note 15, Stock-based Compensation Plans. The Company recognizes compensation expense for its stock-based compensation programs, which can include stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and performance awards. The fair value of stock option awards with only service and/or performance conditions is estimated on the grant or offering date using the Black-Scholes option-pricing model. Assumptions used to estimate compensation expense include fair value of common stock, expected price volatility of common stock, expected term, risk-free interest rates, and expected dividend yield. The fair value of RSUs is measured on the grant date based on the closing fair market value of our common stock. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period, net of actual forfeitures in the period. For performance-based awards, stock-based compensation expense is recognized over the expected performance achievement period of individual performance milestones when the achievement of each individual performance milestone becomes probable. In the period in which the qualifying event is probable, we will record a cumulative one-time stock-based compensation expense determined using the grant-date fair values. Research and Development Research and development costs arise from ongoing activities associated with improving existing products and advancing development of new and next generation products. Research and development costs that do not meet the requirements to be recognized as an asset, as the associated future benefits are uncertain and no alternative future use is identified, are expensed as incurred. Selling, General, and Administrative Expense Selling, general, and administrative expense consist of personnel costs, depreciation and amortization, sales and marketing costs, and facilities expense. These costs are recognized when incurred. Comprehensive Income (Loss) Comprehensive income (loss) consists of two components, net income (loss) and comprehensive income (loss). Foreign currency translation adjustments are reported in Comprehensive income (loss) in the Consolidated Statements of Operations and Comprehensive Income (Loss). Variable Interest Entity Arrangements The Company performs both qualitative and quantitative analysis of its variable interests, including loans, guarantees, and equity investments, to determine if the Company has any variable interests in variable interest entities. Qualitative analysis is based on an evaluation of the design of the entity, its organizational structure including decision making ability, and financial agreements. Quantitative analysis is based on the entity’s forecasted cash flows. U.S. GAAP requires a reporting entity to consolidate a variable interest entity when the reporting entity has a variable interest that provides it with a controlling financial interest in the variable interest entity. The entity that consolidates a variable interest entity is referred to as the primary beneficiary of that variable interest entity. The Company uses qualitative and quantitative analyses to determine if it is the primary beneficiary of variable interest entities. In % and % ownership interest in the equity of Hyzon Europe, respectively. The Company determined it is the primary beneficiary of Hyzon Europe because it serves as the manager of the Hyzon Europe’s operations, for which it owns 50.5%, thereby giving the Company the power to direct activities of the Hyzon Europe that most significantly impact its economic performance. The Company also has exposure to the losses of the entity and the right to receive benefits from the entity that could potentially be significant to the entity as a result of its equity interest. The Consolidated Balance Sheets after elimination of any intercompany transactions and balances include assets of $50.7 million and $1.0 million as of December 31, 2021 and 2020, respectively, and liabilities of $15.9 million and $ million as of December 31, 2021 and 2020, respectively, related to Hyzon Europe. The noncontrolling interest represents Holthausen’s ownership interest in Hyzon Europe. On October 18, 2021, the Company’s wholly owned subsidiary, Hyzon Automotive Technology Co., Ltd. (“Hyzon China”) entered into a joint venture agreement (the “Foshan JV Agreement”) with Foshan Zhongbang Earthwork Engineering Co., Ltd. (“FSZB”) and a private citizen of People’s Republic of China (together referred to as the “Foshan JV Shareholders”) forming Foshan Hyzon New Energy Technology Co., Ltd. (“Hyzon Foshan”). Foshan JV Shareholders engages in the commercial sales, operation, leasing and promotion of fuel cell muck-truck, mixer-truck and other construction vehicles within Foshan City, Guangdong Province. Hyzon, FSZB, and the private citizen shareholder have a 51.0%, 44.0%, and 5.0% interest in the equity of the Company, respectively. The Company determined it is primary beneficiary of Hyzon Foshan, with 51.0% control of shareholder voting, thereby giving the Company the power to direct activities of Hyzon Foshan. The Company also has exposure to the losses of the entity and the right to receive benefits from the entity that could potentially be significant to the entity as a result of its equity interest. The Consolidated Balance Sheets after elimination of any intercompany transactions and balances include assets of $1.6 million and de minimis liabilities as of December 31, 2021, related to Hyzon Foshan. The noncontrolling interest represents the other joint venture partners’ ownership interest in Hyzon Foshan. Net Income (Loss) Per Share Basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) by the weighted average number of common shares and all potential common shares outstanding, unless the impact would be anti-dilutive, during each period presented. The diluted net income (loss) per share attributable to common stockholders’ calculation recognizes the dilution that would occur if stock options, other stock-based awards or other contracts to issue common stock were exercised or converted into shares using the treasury stock method (see Note 18, Loss Per Share). Recent Accounting Pronouncements Recently issued accounting pronouncements not yet adopted In October 2021, the FASB issued ASU No. 2021-08, Business Combination (Topic 805) Recently adopted accounting pronouncements In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832) The Company considers the applicability and impact of all ASUs. The Company assessed ASUs not listed above and determined that they either were not applicable or were not expected to have a material impact on the consolidated financial statements. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 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 U.S. GAAP, with no goodwill or other intangible assets recorded and the net assets of Legacy Hyzon consolidated with DCRB at historical cost. Under this method of accounting, DCRB is treated as the “acquired” company for financial reporting purposes. The reverse recapitalization is retrospectively adjusted in the consolidated statements of stockholders’ equity to reflect the Company’s equity structure for all periods presented. 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 (the “Exchange Ratio”), Immediately prior to the Business Combination, Legacy Hyzon issued to Hymas approximately million shares of Legacy Hyzon common stock without any consideration, which was converted to approximately DCRB held subscription agreements with certain investors to issue and sell an aggregate of shares of Class A common stock of DCRB for $ 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 9 In accordance with an agreement executed in Immediately after giving effect to the Business Combination, PIPE Financing, Convertible Note conversion, and Ascent Options exercise described above, there were 246,994,209 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 (Post-Cashless Exercise) 6,871,667 Conversion of convertible notes 5,022,052 PIPE shares 35,500,000 Reverse recapitalization transaction 73,520,023 Legacy Hyzon Shares after conversion (1) 173,474,186 Total shares of Common Stock immediately after Business Combination 246,994,209 (1) The number of Legacy Hyzon shares was determined from the 97,897,396 shares of Legacy Hyzon common stock outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of 1.772. All fractional shares were rounded down. The following table reconciles the elements of the Business Combination to the Consolidated Statements of Cash Flows for the year ended December 31, 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 Consolidated Balance Sheets. The following table reconciles the elements 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 83 Less: transaction costs allocated to equity (19,857 ) Effect of Business Combination, net of redemption and $ 354,634 Warrants On October 22, 2020, DCRB consummated the Initial Public Offering of 22,572,502 units and each unit consists of one share of Class A common stock and one-half of one public warrants (the “Public Warrants”). Simultaneously with the closing of the Initial Public Offering, DCRB consummated the private sale of 6,514,500 warrants (the “Private Placement Warrants”), including 514,500 warrants as a result of the underwriters’ partial exercise of their over-allotment option on November 12, 2020, at a price of $1.00 per Private Placement Warrant in a private placement to Decarbonization Plus Acquisition Sponsor, LLC (the “Sponsor”), DCRB’s independent directors and an affiliate of DCRB’s chief executive officer. At the closing of the Business Combination, DCRB and the Sponsor entered into a note agreement, whereby the Sponsor agreed to loan DCRB an aggregate of $1,500,000 to cover working capital requirements. The note agreement converted at the Business Combination date into 1,500,000 additional Private Placement Warrants. Upon the closing of the Business Combination, Hyzon assumed these outstanding warrants. See Note 16, Shareholders’ Equity. 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 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 its last reported sales price per share for any 20 trading days within any 30 consecutive trading day period within five years following the closing date of the Business Combination, provided that in no event will the issuance of the 5,250,000 earnout shares occur prior to the one-year anniversary of the closing date. Upon forfeiture of underlying unvested equity awards prior to occurrence of targeted trading price noted above, the associated earnout shares shall be allocated pro-rata among the remaining eligible Company’s common stock and equity awards holders. The Company recognized earnout shares to Legacy Hyzon’s common stockholders as a liability. The earnout liability was $103.8 million and $188.4 million as of December 31, 2021 and at the close of the Business Combination, respectively. The change in earnout liability was recorded within other income in the Consolidated Statements of Operations and Comprehensive Loss. The Company recognized the earnout shares to other equity holders as separate and incremental awards from other equity holders’ underlying stock-based compensation awards in accordance with ASC 718. 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 December 31, 2021, no compensation expense has been recorded related to these awards. Total compensation expense recorded for the year ended December 31, 2021 related to earnout awards was $ million. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | Note 4. Revenue For the year ended December 31, 2021, the Company recognized $6.0 million in sales of FCEVs, of which $2.2 million was recognized in the European region an d $3.8 million was recognized in China. See Note 17, Related Party Transactions, discussing the assignment of certain sales contracts from our related party Holthausen. The Company had not recognized any revenue for the period from In accordance with ASC 606, we are required to evaluate customers’ ability and intent to pay substantially all of the consideration to which the Company is entitled in exchange for the vehicles transferred to the customer, i.e., collectability of contracts with customers. Certain of our customers in China are special purpose entities established in response to China’s national hydrogen fuel cell vehicle pilot program. While in the Company’s estimation these customers have strong business plans and management teams, in consideration of these customers’ limited operating history and extended payment terms in their contracts, the Company determined the collectability criterion is not met with respect to contract existence under ASC 606, and therefore, an alternative model of revenue recognition has been applied to this arrangement. The million of revenue recognized under these arrangements is equal to the consideration received as of December 31, 2021, as such amounts are non-refundable, and the Company has transferred control of the vehicles delivered to the customer. As of December 31, 2021, the Company is entitled to $13.6 million in future payments for vehicles delivered in 2021. The Company will continue to monitor these customers and evaluate the collectability criterion as of each reporting period. The total cost of FCEVs delivered to these customers in China were recorded within Cost of revenue in the Consolidated Statements of Operations and Comprehensive Loss since the Company no longer has the control of these FCEVs. Customer Concentration We have established relationships with a number of customers, many of whom could unilaterally terminate their relationship with us or materially reduce the amount of business they conduct with us at any time. Market competition, customer requirements, customer financial condition and customer consolidation through mergers or acquisitions also could adversely affect our ability to continue or expand these relationships. There is no guarantee that we will be able to retain or renew existing agreements, maintain relationships with any of our customers on acceptable terms or at all or collect amounts owed to us from insolvent customers. The loss of one or more of our major customers could adversely affect our business, financial condition and results of operations. For the year ended December 31, 2021, the Company’s top two customers made up 60.6% and 22.5% of revenue, respectively. As of December 31, 2021, three customers made up 39.4%, 19.6%, and 13.0% of accounts receivable, respectively. Contract Balances Contract liabilities relate to the advance consideration invoiced or received from customers for products and services prior to satisfying a performance obligation or in excess of amounts allocated to a previously satisfied performance obligation. These amounts are included within Contract liabilities in the Consolidated Balance Sheets. Significant changes in the contract liabilities balances are as follows (in thousands): Year Ended For the period Contract liabilities - beginning of period $ 2,608 — Increases net of amounts recognized as revenue during the period 8,622 2,608 Revenue recognized, included in the contract liability balance in the beginning of the period — — Contract liabilities - end of period $ 11,230 $ 2,608 Remaining Performance Obligations The transaction price associated with remaining performance obligations related to binding orders for commercial vehicles and other contracts with customers was $22.4 million and $10.0 million as of December 31, 2021 and December 31, 2020, respectively. The Company expects to recognize substantially all its remaining performance obligations as revenue over the next 12 months. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5. Inventory Inventory consisted of the following (in thousands): December 31, December 31, Raw materials $ 15,727 $ — Work in process 3,518 — Total inventory $ 19,245 $ — We write-down inventory for any excess or obsolete inventories or when we believe that the net realizable value of inventories is less than the carrying value. Inventory write-downs recognized in cost of revenue for the year ended December 31, 2021 were nil. The Company had no inventory as of December |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses and Other Current Assets | Note 6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, December 31, Deposit for fuel cell components (see Note 17) $ 5,008 $ — Vehicle inventory deposits 7,907 577 Production equipment deposits 4,423 — Other prepaids 2,477 271 Prepaid insurance 5,079 — VAT receivable from government 2,173 — VAT receivable from customers 903 — Total prepaid expenses and other current assets $ 27,970 $ 848 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant, and Equipment, net | Note 7. Property, Plant, and Equipment, net Property, plant, and equipment, net consisted of the following (in thousands): December 31, 2021 December 31, 2020 Land and building $ 2,818 $ — Machinery and equipment 8,792 371 Software 596 — Leasehold improvements 968 — Construction in progress 1,828 60 Total Property, plant, and equipment 15,002 431 Less: Accumulated depreciation and amortization (691 ) (13 ) Property, plant and equipment, net $ 14,311 $ 418 Depreciation and amortization expense totaled $0.7 million for the year ended December 31, 2021. Depreciation and amortization expense was negligible for the period from January 21, 2020 (inception) to December 31, 2020. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities Disclosure | Note 8. Accrued Liabilities Accrued liabilities consisted of the following (in thousands): December 31, 2021 December 31, 2020 Payroll and payroll related expenses $ 2,247 $ 54 Accrued professional fees 2,545 900 Other accrued expenses 1,234 108 Accrued liabilities $ 6,026 $ 1,062 |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Notes | Note 9. Convertible Notes On August 24, 2020, Legacy Hyzon entered into two Convertible Note Purchase Agreements (the “Agreements”), each with a separate purchaser. Each agreement authorized the issuance and sale of convertible promissory notes (the “2020 Notes”). The 2020 Notes issued on August 24, 2020 had a combined principal amount of $0.5 million and each bore an interest rate of 10%, payable semi-annually in cash or in the form of the 2020 Notes. The 2020 Notes were set to mature one year after the issuance date (i.e., August 24, 2021), unless converted at a prior date. Upon the consummation of an initial closing of a Qualified Financing, as defined, the 2020 Notes were convertible into a variable number of shares of the series or class of capital stock sold in the Qualified Financing equal to the par value of the 2020 Notes, either automatically or at the option of Legacy Hyzon. A Qualified Financing is defined as a private round of equity financing consummated by Legacy Hyzon resulting in aggregate proceeds of at least $10 million including the aggregate principal balance of the 2020 Notes as converted, with a minimum pre-money valuation equal to at least $175 million. On October 19, 2020, Legacy Hyzon closed a Qualified Financing and the 2020 Notes were converted into 250,000 common shares. 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 features were bifurcated assuming the issuance fair value was zero . Changes in the derivative liability fair values were reported in operating results each reporting period, prior to the close of the Business Combination. For the period from February 2021 to the close date of the Business Combination, the Company recorded $0.2 million of interest expense related to the stated interest for the Convertible Notes and $5.0 million related to the change in the value of the bifurcated embedded derivative within interest expense. Upon the closing, immediately prior to the Business Combination, 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 | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Equity Securities | Note 10. Investments in Equity Securities We have certain equity security investments which are included in Investments in equity securities on the 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 the Company to $2.5 million as of 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 million on July 30, 2021, to acquire a minority interest in Raven SR and options to purchase additional common shares. The Company’s investment in Raven SR was $2.5 million as of December 31, 2021. The Company’s total investments in equity securities |
Investments in Non-consolidated
Investments in Non-consolidated Affiliates | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Non-consolidated Affiliates | Note 11. Investments in Non-consolidated Affiliates Investments in non-consolidated affiliates In July 2021, are 40% and 25%, respectively. We recognize the Company’s equity in earnings (losses) for Jiushuang JVs on a quarter lag. Accordingly, the Company recognized the Company’s share of Jiushuang JV’s earnings (losses) for the period, inception through September 30, 2021 in the year ended December 31, 2021 results. As of September 30, 2021, the joint ventures had no business activity. The Company will recognize the Company’s share of Jiushuang JV’s earnings (losses) for the period, from October through December 2021 in the quarter ended March 31, 2022 results. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | Note 12. Income Taxes The Company is subject to income taxes in the U.S. and several non-U.S. jurisdictions. There was no provision for income taxes for the year ended December 31, 2021 and for the period from January 2020 (inception) to December 31, 2020, because the Company is generating tax losses, and the Company’s net deferred tax assets continue to be fully offset by a valuation allowance. Income (loss) before income taxes is summarized as follows (in thousands): Year Ended For the period US $ 12,095 $ (13,863 ) Non-US (31,380 ) (513 ) Total $ (19,285 ) $ (14,376 ) A reconciliation of the Company’s effective income tax rate is as follows: Year Ended For the period Federal tax at a statutory rate 21.0 % 21.0 % Earnings taxed at other than Federal statutory rate 6.8 0.3 Non-deductible interest expense (5.7 ) 0.0 Section 162(m) (25.8 ) 0.0 Change in fair value of earnout liability 96.7 0.0 Tax basis in acquired IP 0.3 0.0 Other 4.6 0.0 Change in valuation allowance (97.9 ) (21.3 ) Income tax provision 0.0 % 0.0 % Deferred income tax assets and liabilities are summarized as follows (in thousands): December 31, December 31, 2020 Deferred income tax assets: Net operating loss carryforwards $ 18,672 $ 931 Stock-based compensation 486 2,097 Lease liabilities 2,565 378 Tax basis in acquired IP 2,031 — Other accrual 920 — Deferred income tax assets - total 24,674 3,406 Deferred income tax liabilities: Property and equipment (289 ) (4 ) Right of use assets (2,471 ) (348 ) Deferred income tax liabilities - total (2,760 ) (352 ) Deferred income tax assets, net 21,914 3,054 Less: Valuation allowance 21,914 3,054 Deferred income taxes, net $ — $ — Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes as well as carryforward tax losses. At December 31, 2021, the Company had U.S. federal and foreign net operating loss carryforwards (“NOLs”) of $53.0 million and $30.0 million, respectively, to be used to offset future taxable income. The entire $53.0 million of U.S federal losses and $ 14.0 million of foreign losses can be carried forward indefinitely; the remaining $16.0 million of foreign losses expire on various dates through 2026. Under the provisions of Section 382 of the Internal Revenue Code (“IRC”), the U.S. In assessing the realizability of deferred tax assets, the Company considers, within each taxing jurisdiction, whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. the Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the consideration of the weight of both positive and negative evidence, the Company has determined it is more likely than not that the deferred tax assets as of December 31, 2021 will not be realized. As such, a valuation allowance has been provided against each entity’s net deferred tax assets. The following table summarizes the activity related to the Company’s valuation allowances (in thousands): December 31, December 31, Valuation Allowances - beginning of period $ 3,054 $ — Local currency increase in reserve 18,860 3,054 Valuation Allowances - end of period $ 21,914 $ 3,054 There w ere no unrecognized tax benefits and no amounts for penalties |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 1 3 The Company follows the guidance in ASC Topic 820, Fair Value Measurement • 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 December 31, 2021 and 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 December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands): Fair Value Measurements on a Recurring Basis Level 1 Level 2 Level 3 Total Warrant Liability – Private Placement Warrants $ 15,228 $ — $ — $ 15,228 Earnout shares liability — — 103,761 103,761 Private Placement Warrants The estimated fair value of the private placement warrants (the “Private Placement Warrants”) at July 16, 2021 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: Assumption July 16, Stock price $ 10.33 Exercise price (strike price) $ 11.50 Risk-free interest rate 0.8 % Volatility 34.2 % Remaining term (in years) 5.00 Following the lapsing of certain transferability restrictions subsequent to the Business Combination, the features of the Private Placement Warrants became identical to the Public Warrants (as defined in Note 16, Stockholders’ Equity), except that so long as they are held by the sponsor of the Business Combination, the Private Placement Warrants are not redeemable by the Company. Due to these similarities, the estimated fair value of the Private Placement warrants was equal to the fair value of the Public Warrants using level 1 inputs at December 31, 2021. The following table presents the changes in the liability for Private Placement Warrants during the year ended December 31, 2021 (in thousands): Balance as of July 16, 2021 $ 19,395 Change in estimated fair value (4,167 ) Balance as of December 31, 2021 $ 15,228 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: Assumption December 31, 2021 July 16, 2021 Stock price $ 6.49 $ 10.33 Risk-free interest rate 1.2 % 0.8 % Volatility 90.0 % 90.0 % Remaining term (in years) 4.54 5.00 The following table presents the changes in earnout liability during the nine months ended December 31, 2021 (in thousands): Balance as of July 16, 2021 $ 188,373 Change in estimated fair value (84,612 ) Balance as of December 31, 2021 $ 103,761 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 | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | Note 1 4 Legal Proceedings The Company is subject to, and may become a party to, a variety of litigation, other claims, suits, regulatory actions and government investigations and inquiries in the ordinary course of business. The Company is party to current legal proceedings as discussed more fully below. Three related putative securities class action lawsuits were filed between September 30, 2021 and November 15, 2021, in the U.S. District Court for the Western District of New York against the Company, certain of the Company’s current officers and directors and certain officers and directors of DCRB: (Kauffmann v. Hyzon Motors Inc., et al. (No. 21-cv-06612-CJS), Brennan v. Hyzon Motors Inc., et al. (No. 21-cv-06636-CJS), and Miller v. Hyzon Motors Inc. et al. (No. 21-cv-06695-CJS)), asserting violations of federal securities laws. The complaints generally allege that the Company and individual defendants made materially false and misleading statements relating to the nature of the Company’s customer contracts, vehicle orders, and sales and earnings projections, based on allegations in a report released on September 28, 2021, by Blue Orca Capital, an investment firm that indicated that it held a short position in our stock and which has made numerous allegations about the Company. These lawsuits have been consolidated under the caption In re Hyzon Motors Inc. Securities Litigation (Case No. 6:21-cv-06612-CJS-MWP), and on March 21, 2022, the court-appointed lead plaintiff filed a consolidated amended complaint seeking monetary damages. Between December 16, 2021 and January 14, 2022, three related shareholder derivative lawsuits were filed in the U.S. District Court for the Western District of New York: (Lee v. Anderson et al. (No. 21-cv-06744-CJS); Révész v. Anderson et al. (No. 22-cv-06012-CJS); and Shorab v. Anderson et al. (No. 22-cv-06023-CJS)). On February 2, 2022, a similar shareholder derivative lawsuit was filed in the U.S. District Court for the District of Delaware (Yellets v. Gu et al. (No. 22-cv-00156), and on February 3, 2022, another similar shareholder derivative lawsuit was filed in the Supreme Court of the State of New York, Kings County (Ruddiman v. Anderson et al. (No. 503402/2022)). These lawsuits name as defendants the Company’s current directors and certain former directors of DCRB, along with the Company as a nominal defendant, and generally allege that the individual defendants breached their fiduciary duties by making or failing to prevent the misrepresentations alleged in the consolidated securities class action, and assert claims for violations of federal securities laws, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. These lawsuits generally seek equitable relief and monetary damages. On March 18, 2022, a putative class action complaint, Malork v. Anderson et al. (C.A. No. 2022-0260-KSJM), was filed in the Delaware Court of Chancery against certain officers and directors of DCRB, DCRB’s sponsor, and certain investors in DCRB’s sponsor, alleging that the director defendants and controlling shareholders of DCRB’s sponsor breached their fiduciary duties in connection with the merger between DCRB and Legacy Hyzon. The complaint seeks equitable relief and monetary damages. Between January 26, 2022 and March 28, 2022, Hyzon received four demands for books and records pursuant to Section 220 of the Delaware General Corporation Law from stockholders who state they are investigating whether to file similar derivative or stockholder lawsuits, among other purposes. The proceedings are subject to uncertainties inherent in the litigation process. We cannot predict the outcome of these matters or estimate the possible loss or range of possible loss, if any. On January 12, 2022, the Company announced that it had received a subpoena from the SEC for production of documents and information, including documents and information related to the allegations made in the September 28, 2021 report issued by Blue Orca Capital. The Company is cooperating with the SEC. The proceedings are subject to uncertainties inherent in the litigation process. 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. Based on the early-stage nature of these cases, we cannot predict the outcome of these matters or estimate the possible loss or range of possible loss, if any. |
Stock-based Compensation Plans
Stock-based Compensation Plans | 12 Months Ended |
Dec. 31, 2021 | |
Stock-based Compensation Plans | Note 15. 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 options. 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 the Exchange Ratio. 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, RSUs 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 is 23,226,543 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 were 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 percent of the shares outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Board of Directors. Stock Options and RSUs The following table summarizes the Company’s stock option and RSU activity: Stock Options RSUs Number of Weighted Weighted Aggregate Number of Weighted Outstanding at December 31, 2020 (1) 19,826,031 $ 1.13 — $ — Granted 281,748 $ 1.13 2,799,657 $ 6.03 Exercised or released (436,037 ) $ (1.22 ) (428,107 ) $ 6.28 Forfeited/Cancelled (360,602 ) $ (1.13 ) (518,865 ) $ 5.39 Outstanding at December 31, 2021 19,311,140 $ 1.29 13.07 100,885 1,852,685 $ 6.14 Vested and expected to vest, December 31, 2021 13,773,623 $ 1.13 12.69 74,322 1,852,685 $ 6.14 Exercisable and vested at December 31, 2021 12,126,266 $ 1.13 13.39 65,013 (1) Prior period options have been adjusted to give effect to the reverse recapitalization transaction, see Note 3, Business Combination. For all employees other than executives described below, option awards are generally granted with an exercise price equal to the fair value of the Company’s stock at the date of the grant. The awards generally have a five-year contractual term. The option period and provisions for each option granted are determined at the time of the grant, but generally vest a portion on the date of grant and then ratably each anniversary after issuance over a 5-year period of continuous service. The fair value of these stock option awards is estimated as of the grant date using a Black Scholes option pricing model and the following assumptions: a risk-free interest rate based on the U.S. Treasury yield curve at the date of grant; an expected or contractual term; and expected volatility based on an evaluation of comparable public companies’ measures of volatility. The Company does not anticipate declaring dividends on common shares now or in the near future and has therefore assumed no dividend rate. The following table discloses the assumptions, or range of assumptions, utilized for stock options for each of the grant years as follows: 2021 2020 Expected term of options (years) 5.0 0.4 to 5.0 Risk free interest rate 0.79 % 0.1-0.4 % Volatility 90 % 90 % Expected dividend $ 0.00 $ 0.00 As of December 31, 2021, there was $2.1 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 4.58 years. Restricted stock units granted under As period Executives’ Awards On November 12, 2020, included in the stock options discussed above, 11,075,000 options were granted to the Company’s Executive Chairman which vest in two equal tranches and have a contractual term o f years. The first tranche vested on the grant date, are immediately exercisable, have an exercise price of $ per share, and resulted in $ million of compensation expense during 2020. The second tranche contains performance and market conditions for vesting which require an exit event of Horizon at escalating minimum equity values each year, within six years. The exercise price for the second tranche is initially $ per share but increases by $ per share each year during which the award remains outstanding. The fair value of the second tranche was estimated as of the grant date using a Monte Carlo simulation with key assumptions beyond those typical of option pricing models described below including the probability of achieving a Horizon exit at the required valuation in each year of the six year period. The grant date fair value of the second tranche is estimated to be $ million which may or may not be recognized in the future depending on the outcome of the conditions for vesting. Additionally, on November 12, 2020, included in the stock options discussed above, 5,537,500 options were granted to the Company’s CEO which have a contractual term of 15 years, are immediately exercisable, and have an exercise price of $1.13 per share. Half of this award is subject to a two-year transferability restriction for the underlying shares of common stock, which resulted in a discount on the fair value of common stock assumption used in the determination of the fair value of this portion of the award. The grant date fair value of this award was determined using a Black Scholes option pricing model and resulted in $4.5 million of compensation expense from the period from January 21, 2020 (inception) through December 31, 2020. For the awards described above which vested immediately, the following table discloses the assumptions utilized in the Black Scholes option pricing model: Expected volatility 90 % Expected dividend $ 0.00 Weighted average expected term (in years) 7.5 Risk-free rate 68 % Former CTO Retirement Agreement In September 2021, included in the stock options and RSUs discussed above, 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 serve s s continues is payments. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 16. Stockholders’ Equity Common Stock The Company is authorized to issue 400,000,000 shares of common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2021 and 2020, there were 247,758,412 and 166,125,000 common stock issued and outstanding, respectively. On September 16, 2020, Hyzon entered into a purchase agreement (“Purchase Agreement”) with the purchasers named therein (collectively the “Purchasers”) to sell up to 17,720,000 common shares (“Round A Transaction”). The Round A Transaction closed on various dates between October 7, 2020 and November 12, 2020. The Company raised $20.0 million and issued 17,720,000 common shares upon the close of the Round A Transaction. The Company incurred $1.0 million in costs that were both direct and incremental to the issuance of these common shares, which was recorded as a reduction of the proceeds received in additional paid-in capital. On July 27, 2020, Hyzon entered into an agreement (the “Option Agreement”) with Ascent to induce Ascent to make an initial purchase of $ million of Hyzon common stock as part of a subscription in the Round A Transaction by granting Ascent an option to purchase up to million shares of Legacy Hyzon common stock at an exercise price of $ per share. Ascent options were automatically exercised upon the execution of the Business Combination (see Note 3, Business Combination). Warrants As of December 31, 2021, there were 11,286,242 Public Warrants and 8,014,500 Private Placement Warrants outstanding, for a total of 19,300,742 warrants outstanding. Each whole warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as discussed below. Only whole warrants are exercisable. The warrants will expire on the earlier to occur of: (i) the fifth 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 redemption period”; and • 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 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 Consolidated Statements of Operations and Comprehensive 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 capital on the Consolidated Balance Sheets. The change in fair value for the year ended December 31, 2021, in the amount of $4.2 million was recorded as a reduction in Warrant liability on the Consolidated Balance Sheets and a gain from change in fair value of warrant liability on the Consolidated Statements of Operations and Comprehensive Loss. Ardour Subscription Agreement In connection with the execution of the February 8, 2021 Business Combination Agreement, DCRB, ACP Mgmt Corp., Ardour Capital Investment LLC (“Ardour”) and Hyzon entered into a subscription agreement (the “Ardour Subscription Agreement”), pursuant to which ACP Mgmt Corp. agreed, in full satisfaction of Ardour’s right to receive a warrant to purchase shares of Legacy Hyzon Common Stock for its services as a financial advisor to Hyzon, to purchase, and DCRB agreed to sell to ACP Mgmt Corp., such number of warrants exercisable for one share of Class A Common Stock at an exercise price of $2.20 (the “Ardour Warrants”), subject to the terms of the warrant agreement, dated as of July 16, 2021, by and between DCRB and Continental Stock Transfer & Trust Company (the “Ardour Warrant Agreement”), equal to (x) 184,000 multiplied by (y) the Exchange Ratio. On the close date of the Business Combination, a total of 326,048 Ardour Warrants were issued to Ardour. Such warrants are governed by and exercisable subject to the terms and conditions of the Ardour Warrant Agreement. The Ardour Warrants are equity classified and accounted for under ASC 718, as they relate to advisory services provided to the Company. As of December 31, 2021, there were 293,087 Ardour Warrants outstanding. Each whole warrant entitles the registered holder to purchase one share of common stock at a price of $2.20 per share, subject to adjustment per the Ardour Warrant Agreement. Only whole warrants are exercisable. The warrants will expire on the earlier to occur of: (i) the fifth anniversary of the completion of the Business Combination, (ii) the liquidation of the Company or (iii) their redemption. Equity Repurchase Program On November 17, 2021, the Company’s board of directors authorized the repurchase of up to $5.0 million of its outstanding common stock and/or Public Warrants . The timing and amount of any share repurchases under the Company’s share repurchase authorization will be determined by management based on market conditions and other considerations; such repurchases may be executed in the open market. As of December 31, 2021, the Company repurchased 256,977 public warrants for $0.5 million. Hongyun Warrants On November 23, 2021, Hyzon Motors Inc. entered into a warrant agreement to issue warrants (the “Hongyun Warrants”) to Hydro Fortune Logistics (Hong Kong) Co., Limited, a subsidiary of Shanghai per share. The warrants become vested and exercisable as Shanghai Hongyun makes payment on the purchase price for such vehicles , and are classified within equity. warrants |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 17. 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 license under certain provisional patent applications (and any patents issuing therefrom), as well as improvements thereto. On September 27, 2021, the Horizon IP Agreement was amended to add Jiangsu Horizon Powertrain Technologies Co. Ltd. (“JS Powertrain”) as a party. 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 was to pay JS Horizon and JS Powertrain $10 million as consideration for the rights it receives under the Background IP and improvements thereto. As of December 31, 2021, $6.9 million was paid and the remaining $3.1 million was paid in February 2022. 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 Background IP to the Company’s ultimate parent, Horizon. Due to the creation of the Background IP through research and development over a long historical period of time, the historical cost of the intellectual property acquired was zero. As such, no asset was recorded for the Background IP on the Company’s Consolidated Balance Sheets. The difference between the fixed amounts payable to JS Horizon and JS Powertrain and the historical cost was treated as a deemed distribution to Horizon, given the common control of the entities. Horizon Fuel Cell Technologies and Related Subsidiaries Hyzon utilizes Horizon and its affiliates to supply million to secure fuel cell components. This payment is included in prepaid expenses as none of the components have yet been received. As of December 31, 2021, the Company’s Consolidated Balance Sheet $0.4 million of fuel cell components purchased from Horizon and its affiliates were Certain employees of Horizon and its affiliates provide research and development, sales, and administrative services to the Company. Approximately $ 2.9 million and $ million was recorded in the Company’s Consolidated Statements of Operations and Comprehensive Loss related to such services for the year ended December 31, 2021, and for from i Holthausen The Company entered into a joint venture agr e As Hyzon Europe builds out its production facilities, it relies on Holthausen for back office administrative services and certain production resources that result in related party transactions. In addition, both companies rely on certain suppliers, In June 2021, the Company transferred inventory purchased from Horizon amounting to $1.2 million to Holthausen at cost and recorded a related party receivable of $1.2 million. In July 2021, Hyzon Europe assumed certain customer sales contracts from Holthausen with an aggregate value of $5.1 million. As a result of this transaction, the Company recorded Contract liabilities of $4.1 million, work-in-process inventory of $3.4 million, and due from Holthausen of $0.7 million. For paid $0.5 million to two affiliated entities of certain executives of Hyzon Europe for their director services. The Company currently owns 50.5 % of the equity interests of Hyzon Europe. On December 31, 2021, Hyzon executed t 75 % in Hyzon Europe. Concurrent with the signing of this LOI, € million refundable deposit was paid to Holthausen , approximately $1.1 million in USD. As of December 31, 2021, the related party receivable from Holthausen is $0.3 million . As of December 31, 2020, $0.2 million . Jiushuang (Shanghai) New Energy Technology Co., Ltd. In December 2021, Hyzon China entered into a new energy vehicle sales contract with Jiushuang (Shanghai) New Energy Technology Co., Ltd. Hyzon delivered 20 FCEVs in 2021 and recognized revenue of $0.1 million. As discussed in Note 4, Revenue, the Company is entitled to from certain customer contracts China, $2.9 million of which relates to this Jiushuang sales contract 1 |
Loss per Share
Loss per Share | 12 Months Ended |
Dec. 31, 2021 | |
Loss per Share | Note 1 8 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): Year Ended 202 1 For the period 2020 Ne t $ (13,846 ) $ (14,271 ) Weighted average shares outstanding: Basic 203,897 152,650 Effect of dilutive securities — — Diluted 203,897 152,650 Net loss per share attributable to Hyzon: Basic $ (0.07 ) $ (0.09 ) Diluted $ (0.07 ) $ (0.09 ) The weighted average number of shares outstanding prior to Business Combination were converted at the Exchange Ratio. Potentially dilutive shares are excluded from the computation of diluted net Year Ended 202 1 For the Period 2020 Restricted stock units 1,853 — Stock options with service conditions 12,296 14,288 Stock options for former CTO 1,477 — Stock options with market and performance conditions 5,538 5,538 Private placement warrants 8,015 — Public w 11,286 — Earnout shares 23,250 — Hongyun warrants 31 — Ardour warrants 293 — |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | Note 19. Leases The Company has entered into various non-cancellable operating and finance lease agreements for certain offices, warehouses, R&D and manufacturing locations, equipment and vehicles worldwide. The Company determines if an arrangement is a lease, or contains a lease, at inception and records the leases in the consolidated financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. The following table presents supplemental balance sheet December 31, 2021 December 31, 2020 Operating leases: Operating lease right-of-use assets $ 9,933 $ 943 Operating lease liabilities $ (10,062 ) $ (942 ) Finance leases: Finance lease right-of-use assets $ 332 $ 713 Finance lease liabilities $ (654 ) $ (857 ) Weighted average remaining lease term: Operating leases 7.3 years 4.9 years Finance leases 1.4 years 2.4 years Weighted average discount rate: Operating leases 5.7 % 7.1 % Finance leases 7.0 % 6.9 % The components of the lease expenses are Year Ended For the period Operating lease cost $ 862 $ 19 Variable lease cost 205 30 Finance lease cost: Amortization of right-of-use assets 381 172 Interest on lease liabilities 53 35 Total lease cost $ 1,501 $ 256 Supplemental cash flow information leases Year Ended For the period Cash paid for amount included in the measurement of lease liabilities: Operating cash flows from operating leases $ 739 $ 19 Operating cash flows from finance leases $ 53 $ 35 Financing cash flows from finance leases $ 203 $ 29 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 9,588 $ 780 Finance leases $ — $ 886 The maturities of operating and finance lease liabilities (excluding short-term leases) are as follows (in thousands): As of December 31, Operating Finance 2022 $ 1,978 $ 448 2023 1,894 240 2024 1,806 — 2025 1,745 — 2026 and thereafter 4,737 — Total minimum lease payments 12,160 688 Less: imputed interest 2,098 34 Present value of lease obligations 10,062 654 Less: current portio 1,453 433 Long-term portion of lease obligation $ 8,609 $ 221 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation | Basis of Presentation The accompanying 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 Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance refers to U.S. GAAP as found in U.S. Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements reflect the Company’s accounts and operations, those of its wholly owned subsidiaries and subsidiaries in which the Company has a controlling financial interest. In accordance with the provisions of ASC 810, Consolidation |
Use of Estimates | Use of Estimates The consolidated financial statements of the Company have been prepared in conformity with U.S. GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Segment Information | Segment Information The Company’s Chief Executive Officer has been identified as the chief operating decision maker. As the chief operating decision maker reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance, the Company has determined that it operates in one operating and reportable segment. |
Liquidity and Capital Resources | Liquidity and Capital Resources The Company has incurred losses from operations since inception. The Company incurred net losses of $19.3 million and $14.4 million for the year ended December 31, 2021 and the period from January 21, 2020 (inception) through December 31, 2020, respectively. Accumulated deficit amounts to $28.1 million and $14.3 million as of December 31, 2021 and 2020, respectively. Net cash used in operating activities was $95.2 million and $1.2 million for the year ended December 31, 2021 and the period from January 21, 2020 (inception) through December 31, 2020, respectively. On July 16, 2021, the Company received $512.9 million in cash, net of redemption and transaction costs as a result of the Business Combination (see Note 3, million in unrestricted cash. Management expects that the Company’s current source of liquidity including cash, after taking consideration of the current projections of cash flow used in operating and investing activities, will be sufficient to meet its liquidity requirements for at least one year from the issuance date of these consolidated financial statements. Based on the above considerations, the Company’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to a variety of risks and uncertainties common to early-stage companies with a history of losses and are expected to incur significant expenses and continuing losses for the foreseeable future. The risks and uncertainties include, but not limited to, further development of its technology, marketing and distribution channels, further development of its supply chain and manufacturing, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, and the ability to secure additional capital to fund operations. |
Reclassification | Reclassifications Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation in the consolidated financial statements and the accompanying notes. |
Revenue | Revenue The Company enters into sales contracts with customers for the purchase of the Company’s products and service including fuel cell systems, fuel cell electric vehicles (“FCEVs”), parts, product support, and other related services. The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers revenue. In general, payment terms for sales of FCEVs to certain customers have included installment billing terms to fund the Company’s working capital requirements. The Company does not adjust the transaction price for a significant financing component when the performance obligation is expected to be fulfilled within a year as the amount is not material. In China, the Company has granted extended payment terms on selected receivables (see Note 4, Revenue). The Company does not include a right of return on its products other than rights related to standard warranty provisions that permit repair or replacement of defective goods. The Company recognizes the incremental costs of obtaining contracts, including commissions, as an expense when incurred as the contractual period of our arrangements are expected to be one year or less. Amounts billed to customers related to shipping and handling are classified as Revenue, and the Company has elected to recognize the cost for freight and shipping when control over vehicles, parts, or accessories have transferred to the customer as an expense in Cost of revenue. |
Accounts Receivable | Accounts Receivable Accounts receivable primarily arise from sales of FCEVs to customers in the normal course of business. They are stated at the amount billed or billable to customers, net of any allowance for credit losses. An allowance for credit losses accounts is established through a charge to Selling, general , recorded no allowance for credit losses. |
Concentration of Supply Risk | Concentration of Supply Risk The Company is subject to risks related to its dependence on suppliers as some of the components and technologies used in the Company’s products are produced by a limited number of sources or contract manufacturers. The inability of these suppliers to deliver necessary components in a timely manner, at prices and quantities acceptable to the Company may cause the Company to incur transition costs to other suppliers and could have a material and adverse impact on the Company’s business, growth and financial and operating results. The Company currently relies and expects to rely on Horizon as a single source supplier of hydrogen fuel cell systems until completion of Hyzon hydrogen fuel cell manufacturing facilities. |
Warranties | Warranties In most cases, products that customers purchase from us are covered by a one limited product warranty. At the time products are sold, the Company estimates the cost of expected future warranty claims and accrues estimated future warranty costs in Cost of revenue. These estimates are based on industry information, actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain given the Company’s relatively short history, and changes to the historical or projected warranty experience may cause changes to the warranty reserve when the Company accumulates more actual data and experience in the future. The Company will periodically review the adequacy of its product warranties and adjust, if necessary, the warranty percentage and accrued warranty liability for actual historical experience. The Company accrued warranty obligations of $1.1 million within Other liabilities as of December 31, 2021. |
Leases | Leases The Company accounts for leases in accordance with ASC Topic 842, Leases lease payments at the lease commencement date and is subsequently measured at amortized cost using the effective interest method. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company has operating or finance leases for office space, research and development space, warehouse and manufacturing space. For finance leases, lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset results in straight-line rent expense over the lease term. The lease term for all of the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Lease payments included in the measurement of the lease liability comprise fixed payments, and the exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain to exercise the option. Variable lease payment amounts that cannot be determined at the commencement of the lease, such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities. These are expensed as incurred and recorded as variable lease expense. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. The Company has elected not to recognize leases with original lease terms of 12 months or less (“short-term leases”) on the Company’s balance sheet. Short-term lease cost was immaterial for the year ended December 31, 2021 and for the period from January 21, 2020 (inception) through December 31, 2020. |
Cash & Restricted Cash | Cash & Restricted Cash Cash includes cash held in banks. The Company deposits its cash with high credit quality institutions to minimize credit risk exposure. Restricted cash is pledged as security for letters of credit or other collateral amounts established by the Company for certain lease obligations, corporate credit cards, and other contractual arrangements. The Company presents restricted cash separately from unrestricted cash on the Consolidated Balance Sheets, included within Other assets. As of December 31, 2021, the Company has $4.2 million in restricted cash. The Company had no restricted cash as of December 31, 2020. |
Inventory | Inventory Inventories are stated at the lower of cost and net realizable value (“NRV”). Cost is determined using the first-in, first-out method (FIFO) for all inventories. We write-down inventory for any excess or obsolete inventoried or when we believe that the net realizable value of inventories is less than the carrying value. Inventory write-downs are recognized in Cost of revenue. |
Property and Equipment | Property, Plant, and Equipment Property, plant and equipment is stated at cost less accumulated depreciation and amortization. Major improvements that extend the useful life or add functionality are capitalized. Repair and maintenance costs are expensed as incurred. The cost of properties sold or otherwise disposed of and the related accumulated depreciation and amortization are eliminated from the balance sheet accounts at the time of disposal and resulting gains and losses are included as a component of operating income. Depreciation is recorded on a straight-line basis over the shorter of the lease term or the following estimated useful lives of the assets. Years Buildings and improvements 30 years Leasehold improvements 5 years Machinery and equipment 7 years Software 3 - 5 years Vehicles 5 years |
Investments in Equity Securities | Investments in Equity Securities The Company owns common shares, participation rights, and options to purchase additional common shares in certain private companies. The Company does not have control and does not have the ability to exercise significant influence over operating and financial policies of these entities. The investment does not have a readily determinable fair value and thus the investment is measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment. Changes in the fair values of the investments are recorded in Other income (expense) on the Consolidated Statements of Operations and Comprehensive Loss (see Note 10, Investments in Equity Securities). |
Investments in Non-consolidated Affiliates | Investments in Non-consolidated Affiliates Equity method investments are recorded at original cost and adjusted periodically to recognize (i) the Company’s proportionate share of the investees’ net income or losses after the date of investment, (ii) additional contributions made and dividends or distributions received, and (iii) impairment losses resulting from adjustments to fair value. The Company assesses the potential impairment of equity method investments and determines fair value based on valuation methodologies, as appropriate, including the present value of estimated future cash flows, estimates of sales proceeds, and market multiples. If an investment is determined to be impaired and the decline in value is other than temporary, a write-down is recorded as appropriate. |
Fair Value Measurements | Fair Value Measurements Financial assets and liabilities are categorized, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities and lowest priority to unobservable inputs. Observable market data, when available, is required to be used in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. |
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 FASB ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging—Contracts in Entity’s Own Equity freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. 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 Consolidated Statements of Operations and Comprehensive Loss (see Note 16, Stockholders’ Equity). |
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 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the assets from expected undiscounted future cash flows from operations. An impairment charge would be recognized equal to the amount by which the carrying amount exceeds the estimated fair value of the asset. Fair value is determined using either the market or sales comparison approach, cost approach or anticipated cash flows discounted at a rate commensurate with the risk involved. The Company did not record any impairment loss for the year ended December 31, 2021, nor for the period from January 21, 2020 ( i |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized. The Company accounts for uncertain tax positions in accordance with ASC Topic 740, Income Taxes clarifies the accounting for uncertainty in tax positions. This interpretation requires that an entity recognizes in its consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than % if and when required, as part of income tax expense in the Consolidated Statements of Operations and Comprehensive Loss. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The functional and reporting currency of each of the Company’s foreign subsidiaries is determined based on the primary currency in which they operate and appropriate economic factors. For the translation from the applicable foreign currencies to U.S. dollars, period-end exchange rates are utilized for balance sheet accounts and weighted average exchange rates for each period for revenue and expense accounts. The cumulative translation adjustments are recognized as a component of Accumulated other comprehensive loss. For all transactions denominated in a currency other than a subsidiary’s functional currency, exchange rate gains and losses are recognized in earnings in the period incurred. Net foreign currency transaction losses of $1.3 million and a negligible amount were recorded for the year ended December 31, 2021 and for the period from income |
Stock-based Compensation | Stock-based Compensation Incentive plans that provide for the granting of stock-based compensation to employees, directors, and consultants are described in Note 15, Stock-based Compensation Plans. The Company recognizes compensation expense for its stock-based compensation programs, which can include stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and performance awards. The fair value of stock option awards with only service and/or performance conditions is estimated on the grant or offering date using the Black-Scholes option-pricing model. Assumptions used to estimate compensation expense include fair value of common stock, expected price volatility of common stock, expected term, risk-free interest rates, and expected dividend yield. The fair value of RSUs is measured on the grant date based on the closing fair market value of our common stock. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period, net of actual forfeitures in the period. For performance-based awards, stock-based compensation expense is recognized over the expected performance achievement period of individual performance milestones when the achievement of each individual performance milestone becomes probable. In the period in which the qualifying event is probable, we will record a cumulative one-time stock-based compensation expense determined using the grant-date fair values. |
Research and Development | Research and Development Research and development costs arise from ongoing activities associated with improving existing products and advancing development of new and next generation products. Research and development costs that do not meet the requirements to be recognized as an asset, as the associated future benefits are uncertain and no alternative future use is identified, are expensed as incurred. |
Selling, General and Administrative Expense | Selling, General, and Administrative Expense Selling, general, and administrative expense consist of personnel costs, depreciation and amortization, sales and marketing costs, and facilities expense. These costs are recognized when incurred. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) consists of two components, net income (loss) and comprehensive income (loss). Foreign currency translation adjustments are reported in Comprehensive income (loss) in the Consolidated Statements of Operations and Comprehensive Income (Loss). |
Variable Interest Entity Arrangements | Variable Interest Entity Arrangements The Company performs both qualitative and quantitative analysis of its variable interests, including loans, guarantees, and equity investments, to determine if the Company has any variable interests in variable interest entities. Qualitative analysis is based on an evaluation of the design of the entity, its organizational structure including decision making ability, and financial agreements. Quantitative analysis is based on the entity’s forecasted cash flows. U.S. GAAP requires a reporting entity to consolidate a variable interest entity when the reporting entity has a variable interest that provides it with a controlling financial interest in the variable interest entity. The entity that consolidates a variable interest entity is referred to as the primary beneficiary of that variable interest entity. The Company uses qualitative and quantitative analyses to determine if it is the primary beneficiary of variable interest entities. In % and % ownership interest in the equity of Hyzon Europe, respectively. The Company determined it is the primary beneficiary of Hyzon Europe because it serves as the manager of the Hyzon Europe’s operations, for which it owns 50.5%, thereby giving the Company the power to direct activities of the Hyzon Europe that most significantly impact its economic performance. The Company also has exposure to the losses of the entity and the right to receive benefits from the entity that could potentially be significant to the entity as a result of its equity interest. The Consolidated Balance Sheets after elimination of any intercompany transactions and balances include assets of $50.7 million and $1.0 million as of December 31, 2021 and 2020, respectively, and liabilities of $15.9 million and $ million as of December 31, 2021 and 2020, respectively, related to Hyzon Europe. The noncontrolling interest represents Holthausen’s ownership interest in Hyzon Europe. On October 18, 2021, the Company’s wholly owned subsidiary, Hyzon Automotive Technology Co., Ltd. (“Hyzon China”) entered into a joint venture agreement (the “Foshan JV Agreement”) with Foshan Zhongbang Earthwork Engineering Co., Ltd. (“FSZB”) and a private citizen of People’s Republic of China (together referred to as the “Foshan JV Shareholders”) forming Foshan Hyzon New Energy Technology Co., Ltd. (“Hyzon Foshan”). Foshan JV Shareholders engages in the commercial sales, operation, leasing and promotion of fuel cell muck-truck, mixer-truck and other construction vehicles within Foshan City, Guangdong Province. Hyzon, FSZB, and the private citizen shareholder have a 51.0%, 44.0%, and 5.0% interest in the equity of the Company, respectively. The Company determined it is primary beneficiary of Hyzon Foshan, with 51.0% control of shareholder voting, thereby giving the Company the power to direct activities of Hyzon Foshan. The Company also has exposure to the losses of the entity and the right to receive benefits from the entity that could potentially be significant to the entity as a result of its equity interest. The Consolidated Balance Sheets after elimination of any intercompany transactions and balances include assets of $1.6 million and de minimis liabilities as of December 31, 2021, related to Hyzon Foshan. The noncontrolling interest represents the other joint venture partners’ ownership interest in Hyzon Foshan. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) by the weighted average number of common shares and all potential common shares outstanding, unless the impact would be anti-dilutive, during each period presented. The diluted net income (loss) per share attributable to common stockholders’ calculation recognizes the dilution that would occur if stock options, other stock-based awards or other contracts to issue common stock were exercised or converted into shares using the treasury stock method (see Note 18, Loss Per Share). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently issued accounting pronouncements not yet adopted In October 2021, the FASB issued ASU No. 2021-08, Business Combination (Topic 805) Recently adopted accounting pronouncements In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832) The Company considers the applicability and impact of all ASUs. The Company assessed ASUs not listed above and determined that they either were not applicable or were not expected to have a material impact on the consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary Depreciation is recorded on a straight-line basis over the shorter of the lease term | Depreciation is recorded on a straight-line basis over the shorter of the lease term or the following estimated useful lives of the assets. Years Buildings and improvements 30 years Leasehold improvements 5 years Machinery and equipment 7 years Software 3 - 5 years Vehicles 5 years |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 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 (Post-Cashless Exercise) 6,871,667 Conversion of convertible notes 5,022,052 PIPE shares 35,500,000 Reverse recapitalization transaction 73,520,023 Legacy Hyzon Shares after conversion (1) 173,474,186 Total shares of Common Stock immediately after Business Combination 246,994,209 (1) The number of Legacy Hyzon shares was determined from the 97,897,396 shares of Legacy Hyzon common stock outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of 1.772. All fractional shares were rounded down. The following table reconciles the elements of the Business Combination to the Consolidated Statements of Cash Flows for the year ended December 31, 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 following table reconciles the elements 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 83 Less: transaction costs allocated to equity (19,857 ) Effect of Business Combination, net of redemption and $ 354,634 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Contract Liabilities | Significant changes in the contract liabilities balances are as follows (in thousands): Year Ended For the period Contract liabilities - beginning of period $ 2,608 — Increases net of amounts recognized as revenue during the period 8,622 2,608 Revenue recognized, included in the contract liability balance in the beginning of the period — — Contract liabilities - end of period $ 11,230 $ 2,608 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Summary Inventory consisted | Inventory consisted of the following (in thousands): December 31, December 31, Raw materials $ 15,727 $ — Work in process 3,518 — Total inventory $ 19,245 $ — |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, December 31, Deposit for fuel cell components (see Note 17) $ 5,008 $ — Vehicle inventory deposits 7,907 577 Production equipment deposits 4,423 — Other prepaids 2,477 271 Prepaid insurance 5,079 — VAT receivable from government 2,173 — VAT receivable from customers 903 — Total prepaid expenses and other current assets $ 27,970 $ 848 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Property, Plant and Equipment | Property, plant, and equipment, net consisted of the following (in thousands): December 31, 2021 December 31, 2020 Land and building $ 2,818 $ — Machinery and equipment 8,792 371 Software 596 — Leasehold improvements 968 — Construction in progress 1,828 60 Total Property, plant, and equipment 15,002 431 Less: Accumulated depreciation and amortization (691 ) (13 ) Property, plant and equipment, net $ 14,311 $ 418 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | |
Summary of Accounts Payable and Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): December 31, 2021 December 31, 2020 Payroll and payroll related expenses $ 2,247 $ 54 Accrued professional fees 2,545 900 Other accrued expenses 1,234 108 Accrued liabilities $ 6,026 $ 1,062 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | Income (loss) before income taxes is summarized as follows (in thousands): Year Ended For the period US $ 12,095 $ (13,863 ) Non-US (31,380 ) (513 ) Total $ (19,285 ) $ (14,376 ) |
Schedule of Reconciliation of Statutory Tax Rate and Effective Tax Rate | A reconciliation of the Company’s effective income tax rate is as follows: Year Ended For the period Federal tax at a statutory rate 21.0 % 21.0 % Earnings taxed at other than Federal statutory rate 6.8 0.3 Non-deductible interest expense (5.7 ) 0.0 Section 162(m) (25.8 ) 0.0 Change in fair value of earnout liability 96.7 0.0 Tax basis in acquired IP 0.3 0.0 Other 4.6 0.0 Change in valuation allowance (97.9 ) (21.3 ) Income tax provision 0.0 % 0.0 % |
Schedule of Deferred Income Tax Assets and Liabilities | Deferred income tax assets and liabilities are summarized as follows (in thousands): December 31, December 31, 2020 Deferred income tax assets: Net operating loss carryforwards $ 18,672 $ 931 Stock-based compensation 486 2,097 Lease liabilities 2,565 378 Tax basis in acquired IP 2,031 — Other accrual 920 — Deferred income tax assets - total 24,674 3,406 Deferred income tax liabilities: Property and equipment (289 ) (4 ) Right of use assets (2,471 ) (348 ) Deferred income tax liabilities - total (2,760 ) (352 ) Deferred income tax assets, net 21,914 3,054 Less: Valuation allowance 21,914 3,054 Deferred income taxes, net $ — $ — |
Summary of Valuation Allowances | The following table summarizes the activity related to the Company’s valuation allowances (in thousands): December 31, December 31, Valuation Allowances - beginning of period $ 3,054 $ — Local currency increase in reserve 18,860 3,054 Valuation Allowances - end of period $ 21,914 $ 3,054 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands): Fair Value Measurements on a Recurring Basis Level 1 Level 2 Level 3 Total Warrant Liability – Private Placement Warrants $ 15,228 $ — $ — $ 15,228 Earnout shares liability — — 103,761 103,761 |
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: Assumption July 16, Stock price $ 10.33 Exercise price (strike price) $ 11.50 Risk-free interest rate 0.8 % Volatility 34.2 % Remaining term (in years) 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 year ended December 31, 2021 (in thousands): Balance as of July 16, 2021 $ 19,395 Change in estimated fair value (4,167 ) Balance as of December 31, 2021 $ 15,228 |
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: Assumption December 31, 2021 July 16, 2021 Stock price $ 6.49 $ 10.33 Risk-free interest rate 1.2 % 0.8 % Volatility 90.0 % 90.0 % Remaining term (in years) 4.54 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 December 31, 2021 (in thousands): Balance as of July 16, 2021 $ 188,373 Change in estimated fair value (84,612 ) Balance as of December 31, 2021 $ 103,761 |
Stock-based Compensation Plans
Stock-based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule Of Share Based Compensation Stock Options Activity Restricted Stock Units Award Activity | The following table summarizes the Company’s stock option and RSU activity: Stock Options RSUs Number of Weighted Weighted Aggregate Number of Weighted Outstanding at December 31, 2020 (1) 19,826,031 $ 1.13 — $ — Granted 281,748 $ 1.13 2,799,657 $ 6.03 Exercised or released (436,037 ) $ (1.22 ) (428,107 ) $ 6.28 Forfeited/Cancelled (360,602 ) $ (1.13 ) (518,865 ) $ 5.39 Outstanding at December 31, 2021 19,311,140 $ 1.29 13.07 100,885 1,852,685 $ 6.14 Vested and expected to vest, December 31, 2021 13,773,623 $ 1.13 12.69 74,322 1,852,685 $ 6.14 Exercisable and vested at December 31, 2021 12,126,266 $ 1.13 13.39 65,013 (1) Prior period options have been adjusted to give effect to the reverse recapitalization transaction, see Note 3, Business Combination. |
Schedule of Assumptions to Estimate Fair Value of Stock Options | The following table discloses the assumptions, or range of assumptions, utilized for stock options for each of the grant years as follows: 2021 2020 Expected term of options (years) 5.0 0.4 to 5.0 Risk free interest rate 0.79 % 0.1-0.4 % Volatility 90 % 90 % Expected dividend $ 0.00 $ 0.00 For the awards described above which vested immediately, the following table discloses the assumptions utilized in the Black Scholes option pricing model: Expected volatility 90 % Expected dividend $ 0.00 Weighted average expected term (in years) 7.5 Risk-free rate 68 % |
Loss per Share (Tables)
Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended 202 1 For the period 2020 Ne t $ (13,846 ) $ (14,271 ) Weighted average shares outstanding: Basic 203,897 152,650 Effect of dilutive securities — — Diluted 203,897 152,650 Net loss per share attributable to Hyzon: Basic $ (0.07 ) $ (0.09 ) Diluted $ (0.07 ) $ (0.09 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding common stock equivalents (in thousands) were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive. Year Ended 202 1 For the Period 2020 Restricted stock units 1,853 — Stock options with service conditions 12,296 14,288 Stock options for former CTO 1,477 — Stock options with market and performance conditions 5,538 5,538 Private placement warrants 8,015 — Public w 11,286 — Earnout shares 23,250 — Hongyun warrants 31 — Ardour warrants 293 — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Supplemental Balance Sheet Information Related to Leases | The following table presents supplemental balance sheet December 31, 2021 December 31, 2020 Operating leases: Operating lease right-of-use assets $ 9,933 $ 943 Operating lease liabilities $ (10,062 ) $ (942 ) Finance leases: Finance lease right-of-use assets $ 332 $ 713 Finance lease liabilities $ (654 ) $ (857 ) Weighted average remaining lease term: Operating leases 7.3 years 4.9 years Finance leases 1.4 years 2.4 years Weighted average discount rate: Operating leases 5.7 % 7.1 % Finance leases 7.0 % 6.9 % |
Schedule of Components of Lease Cost | The components of the lease expenses are Year Ended For the period Operating lease cost $ 862 $ 19 Variable lease cost 205 30 Finance lease cost: Amortization of right-of-use assets 381 172 Interest on lease liabilities 53 35 Total lease cost $ 1,501 $ 256 |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information leases Year Ended For the period Cash paid for amount included in the measurement of lease liabilities: Operating cash flows from operating leases $ 739 $ 19 Operating cash flows from finance leases $ 53 $ 35 Financing cash flows from finance leases $ 203 $ 29 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 9,588 $ 780 Finance leases $ — $ 886 |
Schedule of Maturities of Lease Liabilities | The maturities of operating and finance lease liabilities (excluding short-term leases) are as follows (in thousands): As of December 31, Operating Finance 2022 $ 1,978 $ 448 2023 1,894 240 2024 1,806 — 2025 1,745 — 2026 and thereafter 4,737 — Total minimum lease payments 12,160 688 Less: imputed interest 2,098 34 Present value of lease obligations 10,062 654 Less: current portio 1,453 433 Long-term portion of lease obligation $ 8,609 $ 221 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 16, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Accumulated deficit | $ 14,300 | $ 28,100 | |
Cash and cash equivalents | 445,100 | ||
Net income (loss) | 14,376 | 19,285 | |
Cash flows used in operating activities | $ 1,182 | $ 95,191 | |
Payments to acquire businesses, gross | $ 512,900 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 2 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Oct. 30, 2020 | |
Summary of Significant Accounting Policies Details [Line Items] | ||||
Restricted cash | $ 4,200 | $ 0 | $ 4,200 | |
Assets | 530,177 | 21,005 | 530,177 | |
Liabilities | 160,320 | 6,244 | 160,320 | |
Allowance for credit losses on accounts receivable current | 0 | 0 | 0 | |
Impairment losses on long lived assets held for use | $ 0 | $ 0 | ||
Percentage of income tax benefit to be realized for recognition in the income statement | 50.00% | 50.00% | ||
Foreign currency exchange loss and other expense | $ 1,300 | $ 1,300 | ||
Derivative liability, noncurrent | $ 1,100 | $ 1,100 | ||
Hyzon Foshan New Energy Technology [Member] | Foshan Zangbong Earthwork Engineering Company Limited [Member] | ||||
Summary of Significant Accounting Policies Details [Line Items] | ||||
Variable interest entity, percentage ownership | 44.00% | |||
Hyzon Foshan New Energy Technology [Member] | Foshan JV Shareholders [Member] | ||||
Summary of Significant Accounting Policies Details [Line Items] | ||||
Variable interest entity, percentage ownership | 5.00% | |||
Hyzon Foshan New Energy Technology [Member] | Hyzon Automotive Technology Company Limited [Member] | ||||
Summary of Significant Accounting Policies Details [Line Items] | ||||
Variable interest entity, percentage ownership | 51.00% | |||
Hyzon Europe [Member] | ||||
Summary of Significant Accounting Policies Details [Line Items] | ||||
Ownership interest | 50.50% | |||
Holthausen [Member] | ||||
Summary of Significant Accounting Policies Details [Line Items] | ||||
Ownership interest | 49.50% | |||
Maximum [Member] | ||||
Summary of Significant Accounting Policies Details [Line Items] | ||||
Term of product warrant | 6 years | |||
Minimum [Member] | ||||
Summary of Significant Accounting Policies Details [Line Items] | ||||
Term of product warrant | 1 year | |||
Variable Interest Entity, Primary Beneficiary [Member] | ||||
Summary of Significant Accounting Policies Details [Line Items] | ||||
Variable interest entity, percentage ownership | 51.00% | |||
Variable Interest Entity, Primary Beneficiary [Member] | Hyzon Foshan New Energy Technology [Member] | ||||
Summary of Significant Accounting Policies Details [Line Items] | ||||
Assets | $ 1,600 | $ 1,600 | ||
Variable Interest Entity, Primary Beneficiary [Member] | Hyzon Europe [Member] | ||||
Summary of Significant Accounting Policies Details [Line Items] | ||||
Variable interest entity, percentage ownership | 50.50% | 50.50% | ||
Assets | 50,700 | $ 1,000 | $ 50,700 | |
Liabilities | $ 15,900 | $ 1,200 | $ 15,900 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary Depreciation is recorded on a straight-line basis over the shorter of the lease term (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Building Improvements [Member] | |
Accounting Policies [Line Items] | |
Property plant and equipment useful life | 30 years |
Leasehold Improvements [Member] | |
Accounting Policies [Line Items] | |
Property plant and equipment useful life | 5 years |
Machinery and Equipment [Member] | |
Accounting Policies [Line Items] | |
Property plant and equipment useful life | 7 years |
Software Development [Member] | Maximum [Member] | |
Accounting Policies [Line Items] | |
Property plant and equipment useful life | 5 years |
Software Development [Member] | Minimum [Member] | |
Accounting Policies [Line Items] | |
Property plant and equipment useful life | 3 years |
Vehicles [Member] | |
Accounting Policies [Line Items] | |
Property plant and equipment useful life | 5 years |
Business Combination - Summary
Business Combination - Summary of the Elements of the Business Combination to the Condensed Statements (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Jul. 16, 2021 | |
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 | 354,634 | |
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 | 83 | |
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 | 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 | 6,871,667 | |
Legacy Hyzon [Member] | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Recognize earnout liability | $ (188,400) | $ (103,800) |
Legacy Hyzon [Member] | Business Combination [Member] | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Total shares of Common Stock immediately after Business Combination | 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 | 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 | 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 | 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 | 5,643,125 | |
Common Stock [Member] | Business Combination [Member] | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Reverse recapitalization transaction, net, Shares | 73,520,023 | |
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 | 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 | Jul. 16, 2021shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020shares |
Business Combination, Separately Recognized Transactions [Line Items] | |||
Busines combination trasaction costs expensed | $ 19,042 | ||
Common Stock, Shares, Outstanding | shares | 247,758,412 | 166,125,000 | |
Legacy Hyzon [Member] | Common Class A [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Common Stock, Shares, Outstanding | shares | 97,897,396 | ||
Exchange Ratio | 1.772 | ||
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) - USD ($) | Jul. 16, 2021 | Oct. 22, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Nov. 12, 2020 | |
Business Acquisition [Line Items] | ||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Reserved shares of common stock | 11,075,000 | |||||
Common stock issued, value | [1] | $ 18,476,000 | ||||
Recognize earnout liability | $ 188,373,000 | |||||
Business combination allocated share based expense related to earnout awards | 13,100,000 | |||||
Conversion of Stock, Amount Issued | $ 1,500,000 | |||||
Common Stock, Shares, Issued | 166,125,000 | 247,758,412 | ||||
Private Placement Warrants [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Conversion of Stock, Amount Issued | $ 1,500,000 | |||||
IPO [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 22,572,502 | |||||
IPO [Member] | Private Placement Warrants [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 6,514,500 | |||||
Private Placement [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 514,500 | |||||
Sale of stock price per share | $ 1 | |||||
Legacy Hyzon [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common stock, par value (in Dollars per share) | $ 0.001 | |||||
Recognize earnout liability | $ 103,800,000 | $ 188,400,000 | ||||
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 | $ 18 | |||||
Number of shares issued | 9,000,000 | |||||
New Hyzon [Member] | Tranche Two [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Sale of stock price | $ 20 | |||||
Number of shares issued | 9,000,000 | |||||
New Hyzon [Member] | Tranche Three [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Sale of stock price | $ 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 | $ 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 | |||||
Hymas [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common Stock, Shares, Issued | 4,100,000 | |||||
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 | |||||
Common Class A [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Debt instrument shares converted | 7,200,000 | |||||
Issued and outstanding share | 246,994,209 | |||||
Common Class A [Member] | Share-based Payment Arrangement, Option [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Reserved shares of common stock | 21.7 | |||||
Common Class A [Member] | Legacy Hyzon [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||
Proceeds from issuance of common stock | $ 173,400,000 | |||||
Common Class A [Member] | PIPE Financing [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Issue shares of legacy hyzon common stock | 35,500,000 | |||||
Sale of stock price | $ 10 | |||||
Common stock issued, value | $ 355,000,000,000 | |||||
[1] | Issuance of common stock, net of issuance costs of $1,024 and conversion of convertible notes have been retroactively restated to give effect to the recapitalization transaction. |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Remaining performance obligations | $ 22.4 | $ 10 |
Certain Customers in China [Member] | Maximum [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer One [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration Risk, Percentage | 60.60% | |
Certain Customers in China [Member] | Maximum [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Two [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration Risk, Percentage | 22.50% | |
Certain Customers in China [Member] | Maximum [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration Risk, Percentage | 39.40% | |
Certain Customers in China [Member] | Maximum [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Two [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration Risk, Percentage | 19.60% | |
Certain Customers in China [Member] | Maximum [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer three [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration Risk, Percentage | 13.00% | |
Australasia Regions [Member] | Certain Customers in China [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | $ 3.8 | |
Deferred revenue | 13.6 | |
Fuel [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 6 | |
Fuel [Member] | European Union [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 2.2 | |
Fuel [Member] | Australasia Regions [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | $ 3.8 |
Revenue - Summary of Contract L
Revenue - Summary of Contract Liabilities (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Contract with Customer, Liability [Abstract] | ||
Contract liabilities - beginning of period | $ 0 | $ 2,608 |
Increases net of amounts recognized as revenue during the period | 2,608 | 8,622 |
Revenue recognized, included in the contract liability balance in the beginning of the period | 0 | 0 |
Contract liabilities - end of period | $ 2,608 | $ 11,230 |
Inventory - Summary Inventory C
Inventory - Summary Inventory Consisted (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 15,727 | $ 0 |
Work in process | 3,518 | 0 |
Total inventory | $ 19,245 | $ 0 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deposit for fuel cell components | $ 5,008 | $ 0 |
Vehicle inventory deposits | 7,907 | 577 |
Production equipment deposits | 4,423 | 0 |
Other prepaids | 2,477 | 271 |
Prepaid insurance | 5,079 | 0 |
VAT receivable from government | 2,173 | |
VAT receivable from customers | 903 | 0 |
Total prepaid expenses and other current assets | $ 27,970 | $ 848 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net - Schedule of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | $ 15,002 | $ 431 |
Less: Accumulated depreciation and amortization | (691) | (13) |
Property and equipment, net | 14,311 | 418 |
Land and Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 2,818 | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 8,792 | 371 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 596 | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 968 | |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | $ 1,828 | $ 60 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, net - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Depreciation and amortization expenses | $ 0.7 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities [Abstract] | ||
Payroll and payroll related expenses | $ 2,247 | $ 54 |
Accrued professional fees | 2,545 | 900 |
Other accrued expenses | 1,234 | 108 |
Accrued liabilities | $ 6,026 | $ 1,062 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 19, 2020 | Aug. 24, 2020 | Feb. 28, 2021 | Dec. 31, 2020 | Dec. 31, 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% | ||||
Interest expenses | $ 200 | ||||
Change in value of bifurcated embedded derivative | 5,000 | ||||
2020 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of convertible notes | $ 500 | ||||
Interest rate | 10.00% | ||||
Amount of proceeds that would trigger conversion of convertible notes | 10,000 | ||||
Pre-money valuation | $ 175 | ||||
Number of common shares | 250,000 |
Investments in Equity Securit_2
Investments in Equity Securities - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 30, 2021 | Jul. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | ||||
Equity investment with no readily determinable fair value | $ 122 | $ 4,948 | ||
Payment to acquire equity securities with no readily determinable fair value | 122 | 4,826 | ||
HYZNGlobal Nrg H2 Limited [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity investment with no readily determinable fair value | $ 100 | 2,500 | ||
Raven SR, LLC [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity investment with no readily determinable fair value | $ 2,500 | |||
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. | |||
Payment to acquire equity securities with no readily determinable fair value | $ 2,500 |
Investments in Non-consolidat_2
Investments in Non-consolidated Affiliates - Additional Information (Detail) | Dec. 31, 2021 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Jiushuang Hyzon Motor Services [Member] | Hyzon Chennai [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Equity method investments ownership percentage | 40.00% |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Jiushuang Hyzon Logistics Limited [Member] | Hyzon Chennai [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Equity method investments ownership percentage | 25.00% |
Maximum [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Equity method investments ownership percentage | 40.00% |
Minimum [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Equity method investments ownership percentage | 25.00% |
Income Taxes - Schedule Of Inco
Income Taxes - Schedule Of Income Before Income Tax Domestic And Foreign (Detail) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Schedule Of Income Before Income Tax Domestic And Foreign [Line Items] | ||
Net loss | $ (14,376) | $ (19,285) |
UNITED STATES | ||
Schedule Of Income Before Income Tax Domestic And Foreign [Line Items] | ||
Net loss | (13,863) | 12,095 |
Non-US [Member] | ||
Schedule Of Income Before Income Tax Domestic And Foreign [Line Items] | ||
Net loss | $ (513) | $ (31,380) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Statutory Tax Rate and Effective Tax Rate (Detail) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Federal tax at a statutory rate | 21.00% | 21.00% |
Earnings taxed at other than Federal statutory rate | 0.30% | 6.80% |
Non-deductible interest expense | 0.00% | (5.70%) |
Section 162(m) | 0 | (25.8) |
Change in fair value of earnout liability | 0.00% | 96.70% |
Tax basis in acquired IP | 0.00% | 0.30% |
Other | 0.00% | 4.60% |
Change in valuation allowance | (21.30%) | (97.90%) |
Income tax provision | 0.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred income tax assets: | ||
Net operating loss carryforwards | $ 18,672 | $ 931 |
Stock based compensation | 486 | 2,097 |
Lease liabilities | 2,565 | 378 |
Tax basis in acquired IP | 2,031 | |
Other accrual | 920 | |
Deferred income tax assets-total | 24,674 | 3,406 |
Deferred income tax liabilities: | ||
Property and equipment | (289) | (4) |
Right of use assets | (2,471) | (348) |
Deferred income tax liabilities-total | (2,760) | (352) |
Deferred income tax assets, net | 21,914 | 3,054 |
Less: Valuation allowance | 21,914 | 3,054 |
Deferred income taxes, net | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Unrecognized tax benefit | $ 0 | $ 0 |
Accrued interest and penalties | 0 | $ 0 |
Federal [Member] | ||
Net operating loss carryforwards | 53,000,000 | |
Deferred tax assets, operating loss carryforwards, not subject to expiration | 53,000,000 | |
Foreign [Member] | ||
Net operating loss carryforwards | 30,000,000 | |
Deferred tax assets, operating loss carryforwards, not subject to expiration | 14,000,000 | |
Foreign [Member] | 2026 [Member] | ||
Deferred tax assets, operating loss carryforwards, subject to expiration | $ 16,000,000 |
Income Taxes - Summary of Valu
Income Taxes - Summary of Valuation Allowances (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Valuation Allowances - beginning of period | $ 3,054 | $ 0 |
Local currency increase in reserve | 18,860 | 3,054 |
Valuation Allowances - end of period | $ 21,914 | $ 3,054 |
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 | Dec. 31, 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 | $ 103,761 | |
Fair Value, Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout shares liability | 103,761 | |
Fair Value, Recurring [Member] | Private Placements Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 15,228 | |
Fair Value, Recurring [Member] | Private Placements Warrants [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 15,228 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurement Inputs (Detail) | Dec. 31, 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 | 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 | |
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 | 0.8 | |
Private Placements Warrants [Member] | Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 34.2 | |
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 | 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 | 6.49 | 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 | 1.2 | 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 | 4.54 | 5 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of the Changes in the Liability for Private Placement Warrants (Detail) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
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 | (4,167) | |
Balance as of December 31, 2021 | 15,228 | $ 15,228 |
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 | (84,612) | |
Balance as of December 31, 2021 | $ 103,761 | $ 103,761 |
Stock-based Compensation Plan_2
Stock-based Compensation Plans - Additional Information (Detail) - USD ($) | Nov. 12, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 24, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Reserved shares of common stock | 11,075,000 | |||
Options exercise period date of grant | 15 years | |||
Weighted Average Remaining Term (in Years), Outstanding as of December 31, 2020 | 15 years | |||
Share-based payment arrangement, expense | $ 4,900 | |||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 2,100,000 | |||
Former CTO Retirement Agreement [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Related party transaction fees payable per month | $ 20,000,000 | |||
Share-based payment award, shares vested and expected to vest | 1,772,000 | |||
Salary expense | $ 500,000 | |||
Share-based Payment Arrangement, Tranche Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangements by share-based payment award, options, grants in period, weighted average exercise price | $ 1.13 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 years 8 months 8 days | |||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 10,100,000 | |||
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 | $ 13,400,000 | |||
Share-based Payment Arrangement, Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 281,748 | |||
Weighted Average Remaining Term (in Years), Outstanding as of December 31, 2020 | 13 years 25 days | |||
Share-based compensation arrangements by share-based payment award, options, grants in period, weighted average exercise price | $ 1.13 | $ 1.13 | ||
Share-based payment award, shares vested and expected to vest | 12,126,266 | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 4 years 6 months 29 days | |||
Stock Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Reserved shares of common stock | 16,250,000 | |||
Options exercise period date of grant | 15 years | |||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 5,537,500 | |||
Share-based compensation arrangement by share-based payment award, options, outstanding, period increase (decrease), weighted average exercise price | $ 0.56 | |||
Stock Incentive Plan [Member] | Share-based Payment Arrangement, Employee [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangements by share-based payment award, options, grants in period, weighted average exercise price | $ 1.13 | |||
Share-based payment arrangement, expense | $ 4,500 | |||
Stock Incentive Plan [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based payment arrangement, expense | $ 1,200,000 | |||
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 |
Stock-based Compensation Plan_3
Stock-based Compensation Plans - Schedule of the Company's Stock Option And RSU Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | Nov. 12, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Weighted Average Remaining Term (in Years), Outstanding as of December 31, 2021 | 15 years | ||
Employee Stock Option [Member] | |||
Number of Options, Outstanding at December 31, 2020 | 19,826,031 | ||
Number of Options, Granted | 281,748 | ||
Number of Options, Exercised or released | (436,037) | ||
Number of Options, Forfeited/Cancelled | (360,602) | ||
Number of Options, Outstanding as of December 31, 2021 | 19,311,140 | ||
Number of Options, Vested and expected to vest, December 31, 2021 | 13,773,623 | ||
Number of Options, Exercisable and vested at December 31, 2021 | 12,126,266 | ||
Weighted average exercise price, Outstanding as of December 31, 2020 | $ 1.29 | $ 1.13 | |
Weighted average exercise price, Granted | $ 1.13 | 1.13 | |
Weighted Average Exercise Price, Exercised or released | (1.22) | ||
Weighted Average Exercise Price, Forfeited/Cancelled | (1.13) | ||
Weighted average exercise price, Outstanding as of December 31, 2021 | 1.29 | $ 1.13 | |
Weighted Average Exercise Price, Vested and expected to vest, December 31, 2021 | 1.13 | ||
Weighted Average Exercise Price, Exercisable and vested at December 31, 2021 | $ 1.13 | ||
Weighted Average Remaining Term (in Years), Outstanding as of December 31, 2021 | 13 years 25 days | ||
Weighted Average Remaining Contractual (Years), Vested and expected to vest, December 31, 2021 | 12 years 8 months 8 days | ||
Weighted Average Remaining Contractual (Years), Exercisable and vested at December 31, 2021 | 13 years 4 months 20 days | ||
Aggregate Intrinsic Value, Outstanding at December 31, 2021 | $ 100,885 | ||
Aggregate Intrinsic Value,Vested and expected to vest, December 31, 2021 | 74,322 | ||
Aggregate Intrinsic Value, Exercisable and vested at December 31, 2021 | $ 65,013 | ||
Restricted Stock Units (RSUs) [Member] | |||
Number of RSUs, Granted | 2,799,657 | ||
Number of RSUs, Exercised or released | (428,107) | ||
Number of RSUs, Forfeited/Cancelled | (518,865) | ||
Number of RSUs, Outstanding at December 31, 2021 | 1,852,685 | ||
Number of RSUs, Vested and expected to vest, December 31, 2021 | 1,852,685 | ||
Weighted Average Grant Date Fair Value, Granted | $ 6.03 | ||
Weighted Average Grant Date Fair Value, Exercised or released | 6.28 | ||
Weighted Average Grant Date Fair Value, Forfeited/Cancelled | 5.39 | ||
Weighted Average Grant Date Fair Value, Vested and expected to vest, December 31, 2021 | 6.14 | ||
Weighted Average Grant Date Fair Value, Exercisable and vested at December 31, 2021 | $ 6.14 |
Stock-based Compensation Plan_4
Stock-based Compensation Plans - Schedule of Assumptions to Estimate Fair Value of Stock Options (Detail) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Employee [Member] | ||
Expected term of options (years) | 5 years | |
Risk free interest rate | 0.79% | |
Volatility | 90.00% | 90.00% |
Expected dividend | 0.00% | 0.00% |
Risk-free rate, minimum | 0.10% | |
Risk-free rate. maximum | 0.40% | |
Stock Incentive Plan [Member] | ||
Expected term of options (years) | 7 years 6 months | |
Risk free interest rate | 68.00% | |
Volatility | 90.00% | |
Expected dividend | 0.00% | |
Minimum [Member] | Share-based Payment Arrangement, Employee [Member] | ||
Expected term of options (years) | 4 months 24 days | |
Maximum [Member] | Share-based Payment Arrangement, Employee [Member] | ||
Expected term of options (years) | 5 years |
Stockholders' Equity - Additio
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 08, 2021 | Nov. 12, 2020 | Oct. 07, 2020 | Jul. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Nov. 23, 2021 | Nov. 17, 2021 | Jul. 16, 2021 | ||
Class of Warrant or Right [Line Items] | |||||||||||
Class of warrant or right, outstanding | 19,300,742 | ||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 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 | $ 4,200 | ||||||||||
Stock Repurchase Program, Authorized Amount | $ 5,000 | ||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Stock Repurchased During Period, Value | $ 540 | ||||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | |||||||||
Common stock, shares issued | 166,125,000 | 247,758,412 | |||||||||
Common stock, shares outstanding | 166,125,000 | 247,758,412 | |||||||||
Stock issued during period new shares issued value | [1] | $ 18,476 | |||||||||
Common stock shares converted | 5,022,052 | ||||||||||
Common stock shares issued for vehicle deliveries | 31,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 8,300 | ||||||||||
Provision of Warrants Recorded Against Revenue | $ 200 | ||||||||||
Business Combination [Member] | Decarbonization Plus Acquisition Corporation [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Class of warrant or right, outstanding | 293,087 | ||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 2.20 | ||||||||||
Stock issued during the period shares | 326,048 | ||||||||||
Sale of stock price per share | $ 2.20 | ||||||||||
Common stock shares converted | 184,000 | ||||||||||
Purchase Agreement [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Stock issued during the period shares | 17,720,000 | ||||||||||
Stock issuance costs | $ 1,000 | ||||||||||
Option Agreement [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Stock issued during the period shares | 3,900,000 | ||||||||||
Stock issued during period new shares issued value | $ 3,000 | ||||||||||
Sale of stock price per share | $ 1.54 | ||||||||||
Round A Transaction [Member] | Purchase Agreement [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Stock issued during period new shares issued value | $ 20,000 | ||||||||||
Maximum [Member] | Round A Transaction [Member] | Purchase Agreement [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Stock issued during the period shares | 17,720,000 | ||||||||||
Private Placements Warrants [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Derivative liabilities | $ 19,400 | ||||||||||
Share Price Equals Or Exceeds Ten USD [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Share price | 10 | ||||||||||
Share Price Less Than Eighteen USD [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Share price | $ 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 | ||||||||||
Investment company, redemption fee, per share | $ 18 | ||||||||||
Common Stock [Member] | Common Class A [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Stock issued during the period shares | 17,277,000 | [1] | 7,234,006 | ||||||||
Stock issued during period new shares issued value | $ 2 | [1] | $ 1 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 428,107 | ||||||||||
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 | ||||||||||
Stock Repurchased During Period, Value | $ 500 | ||||||||||
Stock Repurchased During Period, Shares | 256,977 | ||||||||||
Private Placement [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Class of warrant or right, outstanding | 8,014,500 | ||||||||||
Hongyun Warrants [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Class of warrants or rights, Number of securities called by each warrant or right | 2,000,000 | ||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 7.75 | ||||||||||
Hongyun Warrants [Member] | Common Class A [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||
[1] | Issuance of common stock, net of issuance costs of $1,024 and conversion of convertible notes have been retroactively restated to give effect to the recapitalization transaction. |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ in Thousands, € in Millions | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||
Feb. 28, 2022USD ($) | Jul. 31, 2021USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | |
Related Party Transaction [Line Items] | ||||||
Horizon IP agreement payable | $ 10,000 | |||||
Related party liability | $ 400 | 3,600 | ||||
Compensation cost | 500 | 2,900 | ||||
Related party transaction, Purchases from related party | 500 | |||||
Due from related parties current | 0 | 264 | ||||
Accounts receivable related parties | $ 1,200 | |||||
Revenue from related party | 10,000 | 22,400 | ||||
Related Party Costs | $ 1,200 | |||||
Joint Venture Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Horizon IP agreement payable | $ 1,100 | |||||
Due from Related Parties | $ 200 | |||||
Percentage of Equity Ownership | 50.50% | 50.50% | ||||
Accounts receivable related parties | $ 300 | |||||
Horizon Fuel Cell Technologies And Related Subsidiaries [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, Purchases from related party | 400 | |||||
Horizon Fuel Cell Technologies And Related Subsidiaries [Member] | Research And Development Services [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, research and development expenses | 0 | |||||
New Energy Technology Co Ltd [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from related party | 100 | |||||
Deferred revenue | 13,600 | |||||
New Energy Technology Co Ltd [Member] | Next Five Years [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from related party | 2,900 | |||||
Fuel Cell Technologies [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Deposit payment | 5,000 | |||||
Related party transaction, Purchases from related party | 7,300 | |||||
Related Party Transaction Fixed Asset | 700 | |||||
Related Party Transaction Prepayment | 300 | |||||
Horizon IP Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, Amounts of transaction | $ 3,100 | $ 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 | |||||
Letter of Intend [Member] | Joint Venture Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Purchase of Related Party Shares | 75.00% | |||||
Refundable deposit to related party | € | € 1 |
Loss per Share - Schedule of Ea
Loss per Share - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net loss attributable to Hyzon | $ (14,271) | $ (13,846) |
Weighted average shares outstanding: | ||
Basic | 152,650 | 203,897 |
Effect of dilutive securities | 0 | |
Diluted | 152,650 | 203,897 |
Net loss per share attributable to Hyzon: | ||
Basic | $ (0.09) | $ (0.07) |
Diluted | $ (0.09) | $ (0.07) |
Loss per Share - Schedule of An
Loss per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,853 | |
Stock options and with service conditions | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 14,288,000 | 12,296,000 |
Stock options for former CTO [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,477 | |
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 | 5,538,000 | 5,538,000 |
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 | 8,015,000 | |
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 | 11,286,000 | |
Earnout shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 23,250,000 | |
Hongyun Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 31,000 | |
Ardour Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 293,000 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating leases: | ||
Operating lease right-of-use assets | $ 9,933 | $ 943 |
Operating lease liabilities | (10,062) | (942) |
Finance leases: | ||
Finance lease right-of-use assets | 332 | 713 |
Finance lease liabilities | $ (654) | $ (857) |
Weighted average remaining lease term: | ||
Operating leases | 7 years 3 months 18 days | 4 years 10 months 24 days |
Finance leases | 1 year 4 months 24 days | 2 years 4 months 24 days |
Weighted average discount rate: | ||
Operating leases | 5.70% | 7.10% |
Finance leases | 7.00% | 6.90% |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Cost (Detail) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Operating lease cost | $ 19 | $ 862 |
Variable lease cost | 30 | 205 |
Finance lease cost: | ||
Amortization of right-of-use assets | 172 | 381 |
Interest on lease liabilities | 35 | 53 |
Total lease cost | $ 256 | $ 1,501 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash paid for amount included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 19 | $ 739 |
Operating cash flows from finance leases | 35 | 53 |
Financing cash flows from finance leases | 29 | 203 |
Right-of-use assets obtained in exchange for new lease liabilities: | ||
Operating leases | 780 | 9,588 |
Finance leases | $ 886 | $ 0 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
2022 | $ 1,978 | |
2023 | 1,894 | |
2024 | 1,806 | |
2025 | 1,745 | |
2026 and thereafter | 4,737 | |
Total minimum lease payments | 12,160 | |
Less: imputed interest | (2,098) | |
Present value of lease obligations | 10,062 | $ 942 |
Less: current portion | 1,453 | |
Long-term portion of lease obligations | 8,609 | |
2022 | 448 | |
2023 | 240 | |
2024 | 0 | |
2024 | 0 | |
2026 and thereafter | 0 | |
Total minimum lease payments | 688 | |
Less: imputed interest | (34) | |
Present value of lease obligations | 654 | $ 857 |
Less: current portion | 433 | |
Long-term portion of lease obligations | $ 221 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Operating Lease, Liability, Current | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Non Current Portion Of Operating And Finance Lease Liability |