Hyzon Motors : Changes in Control - Form 8-K

Item 5.01. Changes in Control of Registrant.

Prior to December 20, 2023, Hyzon Motors Inc. (the "Company" or "Hyzon") was majority-owned by Hymas PTE Ltd. ("Hymas"), a Singapore private limited company ("Hymas"), which is majority-owned by Horizon Fuel Cell Technologies PTE Ltd. ("Horizon"), a Singapore private limited company.

On December 20, 2023, Horizon completed a restructuring that resulted in (i) Hymas selling or otherwise distributing shares of Class A Common Stock of the Company ("Common Stock") and options to purchase shares of Common Stock, and (ii) Horizon selling, issuing, or distributing options to purchase shares of Common Stock (the "Distribution and Sale"). Following the Distribution and Sale, the Company is no longer majority-owned by Hymas or Horizon or any other single shareholder or group of shareholders. As a result, the Company is no longer a controlled company under applicable Nasdaq rules. Although Nasdaq rules permit a controlled company to elect not to comply with certain Nasdaq corporate governance requirements, the Company has not relied on any of these exemptions. Following the Distribution and Sale, the distributed shares of Common Stock remain unregistered shares, subject to applicable securities laws restrictions governing their further transfer.