Hyzon Motors (HYZN) to buy back shares from Holthausen, to investigate revenue recognition timing, internal controls (earlier)

August 5, 2022 7:41 AM EDT

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Hyzon Motors (NASDAQ: HYZN) disclosed:

On May 5, 2022, Hyzon Motors Inc. (the “Company”) entered into a Stock Purchase Agreement with Holthausen Clean Technology Investments B.V. (“Holthausen”) and certain other sellers whereby the Company agreed to acquire 735,000 shares of stock that Holthausen holds in Hyzon Motors Europe B.V., a joint venture operated by the Company and Holthausen, for €27 million. These shares represented approximately 25% of the issued and outstanding stock of Hyzon Motors Europe B.V. As a result of the transaction, the Company would own 75% of the issued and outstanding shares of Hyzon Motors Europe B.V., and Holthausen would own 25%. As part of this transaction, Holthausen would also transfer to the Company all of the shares held in its subsidiary, Holthausen Clean Technology B.V.
The transaction was expected to close during July 2022. 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. However, 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.

Item 2.02 Results of Operations and Financial Condition.
In connection with the preparation of the Company’s financial results for the period ended June 30, 2022, the Company’s Board of Directors appointed a committee of independent board members to investigate, with the assistance of independent outside counsel and other advisors, certain issues regarding revenue recognition timing and internal controls and procedures, primarily pertaining to its China operations, that were brought to the attention of the Board by Company management. The revenue recognition timing issues being investigated include the recognition of revenue for the year ended December 31, 2021. Due to the ongoing investigation, the Company will be unable to file its Form 10-Q for the quarter ended June 30, 2022 by August 15, 2022, the due date for filing, and does not have an anticipated filing date at this time. The Company will file a Notification of Late Filing on Form 12b-25 (the “Notification”) on or before August 16, 2022.

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