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good morning all,
any news / updates on the Budweiser trucks
still here with no news
we have a new top dog maybe he can sell something,
Zinc8 Energy Solutions (OTCPK:ZAIRF) Thursday announced the appointment of Jason Birmingham as Interim President & CEO, and a Director of the company effective November 2.
Sorin Spinu, Chief Financial Officer of Zinc8, is no longer serving as the Chief Financial Officer of the company.
i hope this is good news. does this apply to US share holds as well?
VANCOUVER, BC, Nov. 2, 2023 /CNW/ - Zinc8 Energy Solutions Inc. ("Zinc8" or the "Company") (CSE: ZAIR) (OTC: ZAIRF) (FSE: 0E9) announces that its board of directors has approved a consolidation (the "Consolidation") of the common shares in the capital of the Company (the "Common Shares") at a ratio of 10 pre-Consolidation Common Shares (the "Existing Shares") for one post-Consolidation Common Share (the "Consolidated Shares"). The Share Consolidation remains subject to the approval of the Canadian Securities Exchange (the "CSE"). The Company will issue a news release upon receiving CSE approval, announcing the effective date of the Share Consolidation. The Consolidated Shares will subsequently begin trading on a consolidated basis under the existing Company name and trading symbol.
Zinc8 Energy Solutions Logo (CNW Group/Zinc8 Energy Solutions Inc.)
The proposed share consolidation would result in the number of issued and outstanding common shares being reduced from the current outstanding 182,723,113 common shares to approximately 18,272,311 common shares, subject to rounding.
No fractional shares will be issued as a result of the share consolidation. Any fractional shares resulting from the share consolidation will be rounded up to the next whole common share, and no cash consideration will be paid in respect of fractional shares.
The company's board of directors believes that the share consolidation will provide the company with greater flexibility for the continued development of its business and the growth of the company, including financing arrangements.
The company will be obtaining a new CUSIP and ISIN number for the share consolidation. The record date and effective date of the share consolidation, and the new CUSIP and ISIN numbers, will be disclosed in a subsequent news release. Generally, with respect of a consolidation, the shares would commence quotation on the CSE on a consolidated basis on the first trading day prior to the record date, being the effective date, and the CSE would issue a bulletin to dealers advising of the share consolidation and effective date of trading on the consolidated basis. Notwithstanding the foregoing, the share consolidation is subject to regulatory approval, and the board of directors may, at its discretion, determine to amend the terms or not to move forward with the share consolidation.
The Company is in the process of securing alternate financing and the Board is canceling the proposed non-brokered private placement offering (the "Private Placement") announced on September 26, 2023 and revised on October 10, 2023.
The Company does not intend to obtain securityholder approval for the alternative financing in reliance on the exceptions outlined in section 4.6(2)(b) of Policy 4 of the Canadian Securities Exchange. Further to the Company's news release dated September 18, 2023, the Company needs additional funding to finance its operations and without such financing its ability to continue as a going concern is at risk. The independent directors of the Company have determined that pursuing alternate means of financing is in the best interests of the Company, and that it is not feasible to obtain securityholder approval for the alternate financing in a timely manner given the Company's circumstances.
The proceeds of the alternative financing will be used for working capital expenditures including operating expenses, payment of accounts payable, research and development, pursuing advancement of the Company's business plan, salaries and wages, and professional fees. Finder's fees and/or commissions may be paid in connection with that funding. This news release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction.
nyserda bought into this company new york governor bought in. they won awards.
i dont understand what has happened, they got a deal with ulster county to build a factory.
is this all smoke and mirrors.
does their technology work or is the scam coming to an end
what would be interesting, if a similar competitor EOSE would buy zinc8.
to me this might push these guys along. they seam to be only engineers and scientists.
nobody in sales or marketing have they sold anything?
communication with zinc8 is horrible
you know whats funny
mr. ANDREW VESEY is Directorat Fortescue Future Industries.
he is also on the board of directors at nikola.
this looks shady as well.
just my opinion
nikola is desperate for cash they should have sold 50%, I think that would have been a better deal.
Nikola does not own anything proprietary, meaning mr. Mercedes or mr volvo who have been manufacturing trucks with there subsidiaries for decades could crush nikola at any time.
I could only hope they buy the name, there is nothing else to this company.
I think this deal is horrible news.
We sold this project for 24million. Thats peanuts, we are losing an exponential cash flow stream when up and running.
The future in my opinion is hydrogen. Europe and Asia are a head of us again.
They wanted to develop the HYLA stations. Now I have to buy hydrogen from someone else, instead of buying from myself.
is this a life line or just more nails in the coffin
Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, on July 2, 2023 (the “Petition Date”), Tattooed Chef, Inc. (the “Company”) and certain of its direct and indirect subsidiaries (collectively, the “Company Parties”) filed a voluntary petition (the “Chapter 11 Cases”) under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the Central District of California (the “Bankruptcy Court”). The Company Parties’ Chapter 11 proceedings are jointly administered under the caption “In re: Ittella International, LLC, et al.”, Case Number 2:23-bk-14154-SK (the “Chapter 11 Cases”). The Company Parties continue to operate their business in the ordinary course and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
On July 6, 2023, at a hearing before the Bankruptcy Court, the Bankruptcy Court entered an interim order (the “Interim DIP Order”) approving the DIP Facility (as defined below) on an interim basis, providing the Company Parties with additional capital to continue to operate during the pendency of the Chapter 11 Cases.
On July 11, 2023, the Company Parties and UMB entered into a Senior Secured Super-Priority Priming Debtor-In-Possession Loan and Security Agreement (the “DIP Credit Agreement”), which provides for a $6,000,000 senior secured super-priority debtor-in-possession credit facility (the “DIP Facility”) consisting of (i) new money revolving loans in an aggregate amount of up to $3,000,000, and (ii) roll-up loans (where prepetition secured obligations to UMB are converted into post-petition secured obligations under the DIP Facility) in an aggregate amount of $3,000,000 (collectively, the “DIP Loans”). UMB’s obligations to fund the DIP Loans are contingent upon the satisfaction of certain conditions set forth in the DIP Credit Agreement, including, without limitation, the entry of the Interim DIP order and final orders by the Bankruptcy Court approving the DIP Facility and its terms (the “DIP Orders”). The proceeds of all or a portion of the DIP Facility may be used by the Company Parties in accordance with the budget provided for therein, including, without limitation, to (i) pay the administrative costs of the Chapter 11 Cases and the DIP Facility and (ii) for general working capital purposes, in all cases on the terms, and subject to the conditions, set forth in the DIP Credit Agreement, the DIP Orders, and other applicable orders of the Bankruptcy Court.
Pursuant to the terms of the DIP Credit Agreement, interest will accrue on the principal balance of the DIP Loans at a rate per annum equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York, adjusted daily, plus 5%, provided that in no event will the interest rate be less than 5% per annum. The Company Parties are also obligated to pay UMB a $60,000 fee in consideration of the DIP Facility, which is payable in full on the Maturity Date (as defined below). The DIP Facility includes conditions precedent, representations and warranties, affirmative and negative covenants and events of default customary for financings of this type and size. The occurrence of any event of default will cause the principal balance of the DIP Loans to accrue interest at a rate per annum equal to 2% above the non-default interest rate. Unless accelerated as a result of an event of default, all obligations under the DIP Facility shall mature and be due and payable in full on September 30, 2023 (the “Maturity Date”).
Subject to entry of the DIP Orders, the Company Parties’ obligations under the DIP Credit Agreement will be (i) secured by, among other things, (a) first priority, priming security interests in substantially all of the Company Parties’ assets, subject only to certain carve outs and permitted exceptions, as set forth in the DIP Credit Agreement and DIP Orders, and (b) a Deed of Trust Assignment of Rents and Leases, Security Agreement and Fixture Filing among UMB and certain of the Company Parties covering the Company’s New Mexico facilities, and (ii) granted super-priority administrative claim status in the Chapter 11 Cases, subject only to certain carve outs, as set forth in the DIP Credit Agreement and DIP Orders. The foregoing description of the DIP Credit Agreement and DIP Facility does not purport to be complete and is qualified in its entirety by reference to the DIP Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
am i adding this correctly, are we paying another person a boat load of money and options.
where are sales? can they keep spending with no income or am i missing something.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 8, 2023, the Board of Directors (the “Board”) of Hyzon Motors Inc. (the “Company”) appointed Mr. Matthew Foulston as a director to the Board. Mr. Foulston’s appointment fills a vacancy currently held on the Board.
Mr. Foulston was appointed as a Class I director, the class of directors whose terms of office expire at the 2025 Annual Meeting of Stockholders. However, Mr. Foulston will be included among the Class II nominees being submitted for election at the Company’s 2023 Annual Meeting of Stockholders, and if elected at such meeting, Mr. Foulston will then serve as a Class II director with a term of office expiring at the 2026 Annual Meeting of Stockholders. Mr. Foulston was appointed as a member Audit and Compensation Committees, and was elected as Chair of the Audit Committee.
Mr. Foulston will receive compensation for service on the Board as well as the Audit and Compensation Committees pursuant to the Company’s compensation program for non-employee directors, as amended for new directors (including Mr. Foulston), effective as of June 23, 2023 (the “New Director Program”). Pursuant to the New Director Program, Mr. Foulston is eligible to receive:
•An annual retainer of $75,000;
•An annual retainer of $25,000 for service as chair of the Audit Committee;
•An annual retainer of $10,000 for members of the Compensation Committee;
•An Initial Equity Award with a value of $250,000 (payable in the form of stock options and restricted stock units, granted in connection with initial election to the Board) (the “Initial Equity Awards”), split equally between non-qualified stock options and restricted stock units; and
•An Annual Equity Award with a value of $185,000 in connection with the annual stockholders meeting, split equally between non-qualified stock options and restricted stock units, that vests on the one-year anniversary of the grant (or, if earlier, upon a change in control of the Company).
One-third of the Initial Equity Awards will vest on each of (i) the grant date, (ii) the second anniversary of the grant date and (iii) the third anniversary of the grant date, in each case subject to continued service through the applicable vesting date. The Initial Equity Awards and Annual Equity Awards will accelerate upon a change in control of Hyzon.
Mr. Foulston does not have a direct or indirect material interest in any transaction with the Company that requires disclosure pursuant to Item 404(a) of Regulation S-K, and there is no arrangement or understanding between Mr. Foulston and any other person pursuant to which Mr. Foulston was elected to serve on the Board. Mr. Foulston is not related to any member of the Board or any executive officer of the Company.
hello all,
i just spoke with td, they told me IF this company starts up again under the same ticker symbol, i could get my shares back.
but this all has to be initiated by company.
if its a different ticker symbol i would be shit out of luck
Good morning,
Thank you for this piece of information.
I too have TD / schwab, will we get our shares back.
had hi hopes for this company,
the riced cauliflower is good.
looks like good news this morning.
Hopefully they can start day 1 of commpliance
Shares of Hyzon Motors rose Monday morning after the company said it had constructed and tested its first nine single-stack 200kW fuel cell samples.
The stock rose 6.9% to $1.02 in pre-market trading. Shares are down 37% year to date.
The Rochester, N.Y.-based hydrogen fuel cell company said the milestone meant Hyzon was still on track to begin commercial production of its fuel cells in 2024. The company said it would increase its fuel cell manufacturing rate by adding automated equipment in assembly and inspection stages.
Hyzon said it anticipated completing 16 more of the current iteration of its fuel cells before beginning to make its next series in the second half of 2023.
news posting today of the truck fire (Benzinga)
A Nikola Corp (NASDAQ:NKLA) truck fire that happened last month at the company’s headquarters in Phoenix, Arizona remains unsolved as the fire department and police have not yet determined its cause.
What Happened: Despite Nikola’s initial claim of “foul play,” the fire department’s report reveals a different story.
There is no evidence supporting arson, leaving the cause of the fire officially labeled as “undetermined,” reported Electrek.
The fire that occurred early on the morning of June 23rd affected multiple battery electric trucks, Nikola said. However, no one was injured in the incident. The fire department also attested that multiple electric semi trucks were on fire near 40th Street and Broadway Road.
Why It Matters: This revelation comes after the discovery of a significant defect in the battery module of Nikola’s electric trucks, raising eyebrows and questions about the incident, as per the report.
sec 8-k as of 07/05/23
"On June 30, 2023, Solid Power Operating, Inc., a wholly owned subsidiary of Solid Power, Inc. (collectively, the “Company”), and Ford Motor Company (“Ford”) entered into a Second Amendment to Joint Development Agreement, dated June 30, 2023 (the “Second Amendment”). The Company and Ford previously entered into a Joint Development Agreement, dated December 28, 2018 (as modified on May 5, 2021, the “JDA”). Pursuant to the terms of the Second Amendment, the Company and Ford agreed to (i) extend the term of the JDA to December 31, 2024 and (ii) revise the schedule for the Company to deliver cells and electrolyte to Ford during the term of the JDA."
this is an excerpt By Ben Glickman "The company paused production in May at its plant to modify the assembly line for its new models. Nikola plans to begin producing hydrogen fuel cells this month and selling trucks with those cells later this year. As of May, the company had a backlog of about 140 orders. The company said production will restart this month."
Nikola has persisted in cutting costs across the board as the vote looms. The company said it had shed its subsidiary, Romeo Power, on Monday after acquiring the company in October. The battery-making group, purchased by Nikola for about $144 million in stock, was transferred to SG Service last week, the company said.
maybe i was hoping for more trucking operations of taking part in the voucher program and some states offer.
it might be the lack of hustle with the hydrogen roll out. (no news on the Budweiser front) i do realize this is a new area of change for the globe and on the cutting edge and does take time. maybe this is a US problem. Other hydrogen companies are making in roads throughout europe and china.
they sold their European operation.
maybe I'm looking too much for instant gratification.
exactly not impressed with any of this.
sorry guys, the sales number are not overly impressive.
did they make any profit to pay workers, and keep the lights on.
good morning,
am i the only person annoyed with management. piss poor management.
we diluted our shares to buy romeo power, then spend money to move from california to arizona.
Then we canceled battery sales (income) to lightning e motors, and now Liquidating Assets Of Romeo Power.
this is a total loss.
does anyone know what the word sales mean, or income.
hell is can piss everyone's money away.
Good morning All,
my shares in TD are gone also. I spoke to a customer rep. and are worthless. I guess we are all in the same boat.
My question is where or who hold our patents.
Are stolen and used India?
Hyzon Motors Collaboration
The Company is announcing a new agreement with Hyzon Motors to develop a fuel cell powered vehicle. This development is the third step in the Company's multi-stage product roadmap towards a hydrogen future. The vehicle will use Hyliion's electric powertrain system and Hyzon's fuel cell technology as the generator. The powertrain will be integrated into a Peterbilt chassis.
"Today, we are announcing an innovative collaboration with Hyzon Motors to jointly develop a fuel cell powered vehicle. Hyzon is an industry leader in developing and manufacturing fuel cells purpose-built for heavy-duty applications, and Hyliion is an industry leader in electric powertrain solutions. We are excited about having the opportunity for our teams to work together," said Hyliion's Founder and CEO, Thomas Healy.
I think this is new information
This is from Hyliion Holdings Corp.
Achieved new Hypertruck ERX(TM) commercialization milestone Obtained a 10-unit order for the Hypertruck ERX powertrain from DSV Logistics Announcing collaboration with Hyzon Motors to jointly develop a fuel cell powered truck Met 2022 revenue guidance Ended 2022 with $422 million of available capital on the balance sheet 2023 operating expense guidance of $130 - $140 million
This is true. I just hoping the accounting firm and management will be truthful.
We all know at this point the books have been cooked.
Just rip the bandage off and lets move forward.
Those two clowns have left the company.
I have TDAmeritrade and they are still in my accounts.
does anyone know why trading has been halted.
if they IPO does that make our shares useless or are we an investor class.
very nice to see anything after all these year's
On a separate note, is there any news on their fuel cell production facility in Illinois.
Or any sales of anything.
Good morning to all,
I read through the form 8k in regard to the exiting of Hyzon Shanghai and Hyzon Guangdong.
I'm not a lawyer and don't really understand the language.
With that said why would we existing a country that is investing in hydrogen and knows they have a smog problem.
Does anyone know who or what is HYMAS.
Thank you to all
is this good news or bad
On December 14, 2022, Hyzon Motors Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Agreement”) with Holthausen Clean Technology Investments, B.V., a private limited liability company registered in the Netherlands (the “Seller”); CGH Junior Holding B.V., a private limited liability company registered in the Netherlands; M.C.B. Holthausen Holding B.V., a private limited liability company registered in the Netherlands; Holthausen Clean Technology B.V., a private limited liability company registered in the Netherlands; Carl Holthausen, an individual; Max Holthausen, an individual; and Hyzon Motors Europe B.V. (“Hyzon Europe”), a private limited liability company registered in the Netherlands that is currently operated as a joint venture between the Company and the Seller. The Company presently owns 50.5% of Hyzon Europe’s issued and outstanding shares. Under the terms of the Agreement, the Company has agreed to acquire from the Seller the remaining 49.5% stake, or 1,485,000 A Shares, par value €0.01 (“Shares”), in Hyzon Europe. The total consideration to be paid by the Company to the Seller is €5.52 million (approximately $5.84 million in USD), consisting of €4.50 million (approximately $4.76 million in USD) in cash and the assumption of a €1.02 million (approximately $1.08 million in USD) (excluding any VAT) obligation of the Seller to Hyzon Europe for the purchase of certain inventory. The Company has made advance deposits of €2.00 million (approximately $2.12 million in USD) and will pay the remaining €2.50 million (approximately $2.65 million in USD) in cash upon the closing of the transaction, provided that the Seller has fulfilled various conditions. At the Company’s option, the Company may waive such conditions, in which case the Company will only be obligated to pay €1.00 million (approximately $1.06 million in USD) at closing and may withhold the balance of €1.50 million (approximately $1.59 million in USD) unless and until all such conditions are fulfilled, at which time this balance will be paid within ten days of fulfilment of the conditions.
The foregoing transaction is expected to close on or before December 31, 2022.
The foregoing summary of the terms and conditions of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
i guess this answers a lot of questions, sec filing
424B3 1 a424b3october52022.htm 424B3
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-258340
PROSPECTUS SUPPLEMENT NO. 15
(to prospectus dated August 10, 2021)
hyzon_logoa.jpg
Up to 19,300,751 Shares of Class A Common Stock Issuable Upon the Exercise of Warrants Up to 77,272,414 Shares of Class A Common Stock Up to 8,014,500 Warrants to Purchase Class A Common Stock
This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated August 10, 2021 (as supplemented or amended from time to time, the “Prospectus”), with the information contained in in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on October 5, 2022 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the issuance by us of up to an aggregate of 19,300,751 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), which consists of (i) up to 8,014,500 shares of Class A Common Stock that are issuable upon the exercise of 8,014,500 warrants (the “private placement warrants”) issued in a private placement in connection with the initial public offering of Decarbonization Plus Acquisition Corporation (“DCRB”) and upon the conversion of a working capital loan by the Sponsor (as defined in the Prospectus) to DCRB and (ii) up to 11,286,251 shares of Class A Common Stock that are issuable upon the exercise of 11,286,251 warrants originally issued in DCRB’s initial public offering. The Prospectus and this prospectus supplement also relate to the offer and sale from time to time by the selling securityholders named in the Prospectus, or their permitted transferees, of (i) up to 77,272,414 shares of Class A Common Stock (including up to 5,293,958 shares of Class A Common Stock issuable upon the satisfaction of certain triggering events (as described in the Prospectus) and up to 326,048 shares of Class A Common Stock that may be issued upon exercise of the Ardour Warrants (as defined in the Prospectus)) and (ii) up to 8,014,500 private placement warrants.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our Class A Common Stock and warrants are traded on the Nasdaq Global Select Market under the symbols “HYZN” and “HYZNW,” respectively. On October 5, 2022 the closing price of our Class A Common Stock was $1.91 and the closing price for our public warrants was $0.25.
Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 7 of the Prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is October 5, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): October 5, 2022
___________________________________
Hyzon Motors Inc.
(Exact name of registrant as specified in its charter)
___________________________________
Delaware 001-3962 82-2726724
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
475 Quaker Meeting House Road
Honeoye Falls, NY
14472
(Address of principal executive offices) (Zip Code)
(585)-484-9337
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
?
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
?
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
?
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
?
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A common stock, par value $.001 per share HYZN
NASDAQ Capital Market
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share HYZNW
NASDAQ Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
Item 1.01 Entry into a Material Definitive Agreement.
On June 10, 2022, Hyzon Motors Inc. (the “Company”), through its majority-owned subsidiary and joint venture, Hyzon Motors Europe B.V. (“Hyzon Europe”), a private limited company registered in the Netherlands, entered into a Share Purchase and Transfer Agreement (the “Orten Agreement”) with Orten Holding GmbH (“Orten”), a German limited liability company, and Mr. Robert Orten (together with Orten, the “Sellers”), whereby the Company agreed to purchase from the Sellers 100% of outstanding ownership interests in specified target companies owned by the Sellers, including Orten Betriebs GmbH and Orten Electric-Trucks GmbH. The total purchase price was €24.25 million in cash, subject to customary purchase price adjustments.
On August 4, 2022, the Company announced that it was reassessing its global strategies and operations. The new management team, with the support of the Board of Directors (the “Board”), decided to terminate its Orten Agreement to focus on resolving operational inefficiencies in the Company’s European operations. On September 29, 2022, the parties to the Orten Agreement reached an agreement cancelling it. The cancellation agreement provides that the Company, as guarantor under the Orten Agreement, will pay or cause to be paid to the Sellers a total of €8.5 million (approximately $8.4 million in USD) consisting of €5.0 million cash plus the transfer by Hyzon Europe of truck inventory valued at €3.5 million, which Hyzon Europe projects it will not be able to utilize in its operations. Additionally, the Company transferred into escrow for the benefit of the Sellers the sum of €1.68 million (approximately $1.65 million in USD) to ensure the transfer by Hyzon Europe of Hyzon Europe inventory not transferred to the Sellers on September 29, 2022. If Hyzon Europe does not transfer all or a portion such outstanding inventory to the Sellers by December 31, 2022, the escrow will be released to Sellers in proportion to the inventory not transferred.
The foregoing summary of the terms and conditions of the Orten Agreement and the cancellation agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Orten Agreement and the cancellation agreement, copies of which are filed as Exhibit 10.1 and 10.2 hereto and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in Item 1.01 of this report is incorporated herein by reference.
Item 8.01 Other Events.
As previously reported, on May 5, 2022, the Company entered into a Stock Purchase Agreement (the “Holthausen SPA”) with Holthausen Clean Technology Investments, B.V. a private limited liability company registered in the Netherlands (“Holthausen”) and certain other sellers whereby the Company agreed to acquire 735,000 shares of stock that Holthausen holds in Hyzon Europe for €27.0 million. These shares represented approximately 25% of the issued and outstanding stock of Hyzon Europe. Had this transaction been consummated, the Company would have owned 75% of the issued and outstanding shares of Hyzon Europe, and Holthausen would have owned 25%. The Company and Holthausen have been unable to finalize the terms of the Holthausen transaction, and the transaction is not expected to close on the terms originally agreed. The Company and Holthausen are currently working to renegotiate the transaction and structuring the transaction as a sale of all of the issued and outstanding shares of Hyzon Europe held by Holthausen.
In anticipation of the cancellation of the Holthausen SPA, on September 28, 2022, the Company advanced a second refundable payment of €1.0 million (approximately $0.99 million in USD), making for a total advance of €2.0 million (approximately $2.1 million in USD), (the “Purchase Price Advance”) to Hyzon Europe toward the final purchase price, to be later agreed upon by the Company and Holthausen, for the sale of all of the issued and outstanding shares of Hyzon Europe held by Holthausen.
As of the date of this filing, the Company does not know when, if at all, it may reach agreement with Holthausen on a revised purchase agreement. If the Company and Holthausen do not sign a definitive purchase and sale agreement for the foregoing Hyzon Europe shares on or before January 31, 2023 (as such date may be extended by mutual agreement of the parties), the Purchase Price Advance will be immediately refunded to the Company.
The foregoing summary of the terms and conditions of the Holthausen SPA does not purport to be complete and is qualified in its entirety by reference to the complete text of the Holthausen SPA, a copy of which is attached hereto as Exhibit 10.3.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
10.1
Share Purchase and Transfer Agreement with Orten Holding GmbH, dated June 10, 2022.
10.2
Cancellation Agreement with Orten Holding GmbH, dated September 29, 2022.
10.3
Stock Purchase Agreement with Holthausen Clean Technology Investments, B.V., dated May 5, 2022.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HYZON MOTORS INC.
Date: October 5, 2022
By:
/s/ Samuel Chong
Name:
Samuel Chong
Title:
Chief Financial Officer
i'm not sure if this is good new or what, at the beginning of the week there where 113 Institutions Holding Shares and as of this morning there are 121.
this is information on my tdameritrade account.
yesterday there was 115
andy boy is on bloomberg radio now