0000899243-21-028734.txt : 20210716 0000899243-21-028734.hdr.sgml : 20210716 20210716210912 ACCESSION NUMBER: 0000899243-21-028734 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210716 FILED AS OF DATE: 20210716 DATE AS OF CHANGE: 20210716 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Edwards Dennis CENTRAL INDEX KEY: 0001864335 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39632 FILM NUMBER: 211096659 MAIL ADDRESS: STREET 1: 2799 ADDISON CIRCLE S CITY: ROCHESTER STATE: MI ZIP: 48306 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Decarbonization Plus Acquisition Corp CENTRAL INDEX KEY: 0001716583 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 822726724 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2744 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 212-993-0076 MAIL ADDRESS: STREET 1: 2744 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER COMPANY: FORMER CONFORMED NAME: Decarbonization Plus Acquistion Corp DATE OF NAME CHANGE: 20200819 FORMER COMPANY: FORMER CONFORMED NAME: Silver Run Acquisition Corp III DATE OF NAME CHANGE: 20170908 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-07-16 0 0001716583 Decarbonization Plus Acquisition Corp HYZN 0001864335 Edwards Dennis C/O 475 QUAKER MEETING HOUSE ROAD HONEOYE FALLS NY 14472 1 0 0 0 Class A Common Stock, par value $0.0001 per share 177200 D On July 16, 2021, pursuant to the Business Combination Agreement and Plan of Reorganization, dated as of February 8, 2021 (the "Business Combination Agreement"), by and among Hyzon Motors Inc. (f/k/a Decarbonization Plus Acquisition Corporation) (the "Issuer"), DCRB Merger Sub Inc. a wholly owned subsidiary of the Issuer ("Merger Sub") and Hyzon Motors USA Inc. (f/k/a Hyzon Motors Inc.) ("Old Hyzon"), Merger Sub merged with and into Old Hyzon with Old Hyzon as the surviving corporation and a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger, each share of Old Hyzon common stock (including shares of Old Hyzon common stock resulting from the conversion of options held by Ascent Funds Management LLC but excluding shares of Old Hyzon common stock resulting from the conversion of certain convertible notes) was converted into (A) the right to receive the number shares of Class A common stock of the Issuer equal to the Exchange Ratio (1.7720) (Continued from footnote 1) and (B) the contingent right to receive the Earnout Shares (as defined in the Business Combination Agreement) in accordance with Section 3.03 of the Business Combination Agreement. See Exhibit 24 - Power of Attorney /s/ John Zavoli, Attorney-in-fact 2021-07-16 EX-24 2 attachment1.htm EX-24 DOCUMENT
                                                                      Exhibit 24
              LIMITED POWER OF ATTORNEY FOR REPORTING OBLIGATIONS

         Know all by these presents, that the undersigned hereby constitutes
and appoints each of John Zavoli, the General Counsel & Chief Legal Officer of
Hyzon Motors Inc. (the "Company") and Eric Pettee, the Vice President of Finance
of the Company, as the undersigned's true and lawful attorney-in-fact to:

         1. execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer or director or both of the Company, Forms 3, 4 and 5 (and
any amendments thereto) in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder,
Schedule 13D and Schedule 13G (and any amendments thereto) in accordance with
Section 13 of the Exchange Act, and the rules thereunder, and any Form 144 under
the Securities Act of 1933, as amended;

         2. do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4,
5, Schedule 13D or 13G, or Form 144 Notice, complete and execute any amendments
thereto, and timely file such form with the Securities and Exchange Commission
and any securities exchange or similar authority;

         3. seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to each of the undersigned's attorneys-in-fact appointed by
this Limited Power of Attorney and approves and ratifies any such release of
information; and

         4. take any other action in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of,
or legally required by or for, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Limited Power of Attorney shall be in such form and shall
contain such information and disclosure as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever required,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted.

         The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request and on the behalf of the undersigned,
are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with, or any liability for the failure to comply
with, any provision of Section 16 or Section 13 of the Exchange Act.


         This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, 5, 144 and
Schedules 13D and 13G with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to each of the foregoing attorneys-in-
fact.

         IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of this 16th day of July, 2021.

                                                 Signed and acknowledged:

                                                 /s/ Dennis Edwards