Hyzon Motors Inc., Craig M. Knight, and Max C.B. Holthausen

U.S. SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 25855/ September 27, 2023

Securities and Exchange Commission v. Hyzon Motors Inc., Craig M. Knight, and Max C.B. Holthausen, No. 6:23-cv-06553 (W.D.N.Y. filed Sept. 26, 2023)

SEC Charges Hydrogen Vehicle Co. Hyzon Motors and Two Former Executives for Misleading Investors

The Securities and Exchange Commission announced settled fraud charges against Hyzon Motors Inc., an upstate New York-based company that builds hydrogen fuel cell electric vehicles (FCEVs), for misleading investors about its business relationships and vehicle sales before and after a July 2021 merger with a publicly-traded special purpose acquisition company, or SPAC. The SEC also charged Craig M. Knight, Hyzon's former CEO, and Max C.B. Holthausen, former managing director of Hyzon's European subsidiary, for their roles in the fraudulent scheme.

According to the SEC's complaint, Hyzon misrepresented the status of its business dealings with potential customers and suppliers to create the false appearance that significant sales transactions were imminent. The complaint alleges that Hyzon also falsely stated that it had delivered its first FCEV in July 2021, even going as far as posting a misleading video of the vehicle purportedly running on hydrogen, when the vehicle was not equipped to operate on hydrogen power. The complaint further alleges that Hyzon later falsely reported that it sold 87 FCEVs in 2021, when in fact it had not sold any vehicles that year. Knight allegedly was responsible for the false statements about Hyzon's customer and supplier relationships. Holthausen allegedly was responsible for Hyzon's false statements about delivery of its first FCEV and for Hyzon's false reporting of certain FCEV sales.

The SEC's complaint, filed in U.S. District Court for the Western District of New York, charges: Hyzon and Holthausen with violating the antifraud provisions of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and charges Knight with violating the antifraud provisions of Section 17(a)(2) and (3) of the Securities Act of 1933. The complaint also charges defendants with violations or aiding and abetting violations of additional books and records, control, reporting, and proxy solicitation provisions of the Securities Exchange Act of 1934: Sections 13(a), 13(b)(2)(A), 13(b)(2)(B), and 14(a) and Rules 12b-20, 13a-1, 13a-11, 13a-13, 13a-15(a), and 14a-9 thereunder (Hyzon); Section 14(a) and Rule 14a-9 thereunder (Knight); and aiding and abetting Hyzon's violations of Sections 13(a) and 13(b)(2)(A) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder (Holthausen).

Without admitting or denying the SEC's allegations, Hyzon, Knight, and Holthausen each consented to permanent injunctions and to pay $25 million, $100,000, and $200,000, respectively, in civil penalties. Knight and Holthausen also agreed to prohibitions from serving as officers or directors of a publicly traded company for a period of five and ten years, respectively. The settlements are subject to court approval.

The SEC's investigation was conducted by David F. Benson, John T. Chisholm, and Anne C. Romero, with assistance from Sharan E. Lieberman and Gregory A. Kasper, and was supervised by Laura M. Metcalfe, Nicholas P. Heinke, and Jason J. Burt.

• SEC Complaint