0000899243-21-030066.txt : 20210726
0000899243-21-030066.hdr.sgml : 20210726
20210726212913
ACCESSION NUMBER: 0000899243-21-030066
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210722
FILED AS OF DATE: 20210726
DATE AS OF CHANGE: 20210726
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Gu Zhijun
CENTRAL INDEX KEY: 0001870123
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39632
FILM NUMBER: 211115708
MAIL ADDRESS:
STREET 1: 2400 MARSHALL CT
CITY: NAPERVILLE
STATE: IL
ZIP: 60040
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Hyzon Motors Inc.
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 Acquisition Corp
DATE OF NAME CHANGE: 20200923
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-07-22
0
0001716583
Hyzon Motors Inc.
HYZN
0001870123
Gu Zhijun
C/O 475 QUAKER MEETING HOUSE ROAD
HONEOYE FALLS
NY
14472
1
1
0
0
Executive Chairman
Earnout Rights
2021-07-22
4
J
0
1303275
0.00
A
2026-07-16
Class A Common Stock, par value $0.0001 per share
1303275
1303275
D
Earnout Rights
2021-07-22
4
J
0
17956042
0.00
A
2026-07-16
Class A Common Stock, par value $0.0001 per share
17956042
17956042
I
By Hymas Pte. Ltd.
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"). On July 22, 2021, the number of Earnout Shares (as defined in the Business Combination Agreement) issuable to each person eligible to receive such Earnout Shares pursuant to the Business Combination Agreement (assuming no forfeiture by other Eligible Company Equityholders of unexercised Company Options or unvested Company RSUs (as each term is defined in the Business Combination Agreement)) was finally determined.
(Continued from Footnote 1) Pursuant to the Business Combination Agreement, (i) 38.71% of the Earnout Shares will be issuable if (a) the last reported share price of the Issuer's Class A common stock for at least 20 of any 30 consecutive trading days is at least $18.00 or (b) the Issuer consummates a transaction resulting in its stockholders having the right to receive consideration implying a value per share of the Issuer's Class A common stock of at least $18.00; (ii) 38.71% of the Earnout Shares will be issuable if (a) the last reported share price of the Issuer's Class A common stock for at least 20 of any 30 consecutive trading days is at least $20.00 or (b) the Issuer consummates a transaction resulting in its stockholders having the right to receive consideration implying a value per share of the Issuer's
(Continued from Footnote 2) Class A common stock of at least $20.00; and (iii) 22.58% of the Earnout Shares will be issuable if, after July 16, 2022, (a) the last reported share price of the Issuer's Class A common stock for at least 20 of any 30 consecutive trading days is at least $35.00 or (b) the Issuer consummates a transaction resulting in its stockholders having the right to receive consideration implying a value per share of the Issuer's Class A common stock of at least $35.00.
The reporting person may be deemed to beneficially own the securities of the Issuer held directly by Hymas Pte. Ltd. ("Hymas") by virtue of his chairman position and ownership interest in Horizon Fuel Cell Technologies Pte. Ltd., which indirectly owns 79.62% of Hymas through its subsidiaries. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
/s/ John Zavoli, Attorney-in-fact
2021-07-26