ROCHESTER, N.Y. – February 9, 2023 – Hyzon Motors Inc. (the “Company”) (NASDAQ: HYZN), a global supplier of zero-emission fuel mobile electric hefty-responsibility cars, currently introduced that on February 3, 2023, the Corporation acquired a Employees Dedication (the “Staff Determination”) from the Listing Skills Staff members (the “Staff”) of The Nasdaq Inventory Current market LLC (“Nasdaq”) notifying the Organization that, unless of course the Firm requests an attraction, investing of the Company’s Class A prevalent inventory and warrants will be suspended from The Nasdaq Capital Industry at the opening of organization on February 14, 2023, and a Type 25-NSE will be filed with the Securities and Trade Commission (the “SEC”), which will get rid of the Company’s securities from listing and registration on Nasdaq.
The Workers Determination will not instantly result in the suspension of trading or delisting of the Company’s securities, and the Nasdaq Listing Procedures offer a process for the Business to charm the Staff members Perseverance and seek out a keep pending the appeal.
By February 10, 2023, the Enterprise ideas to charm the Staff members Determination and request a listening to just before the Nasdaq Hearings Panel (the “Hearings Panel”). Less than Nasdaq Listing Policies, a ask for for a hearing relating to a delinquent submitting quickly stays the delisting procedure of the Company’s securities for a period of time of 15 days from the date of the request. Nevertheless, the Company intends to ask for a keep of the suspension of its securities pending the listening to which, in accordance to the Staff members Perseverance, is ordinarily scheduled to take place around 30-45 times immediately after the day of the hearing request.
The Staff members Resolve was issued because, on January 30, 2023, the Firm informed Nasdaq that it will not file its Quarterly Studies on Form 10-Q for the durations finished June 30, 2022 and September 30, 2022 (the “Quarterly Reports”), on or right before February 13, 2023 (the “Extended Date”).
Even though the Company is doing work diligently to file the Quarterly Studies as shortly as practicable, there can be no assurance that these types of studies will be filed ahead of any hearing in advance of the Hearings Panel, or that the Hearings Panel will grant the Company’s request for a remain pending the hearing. If the Company’s charm to the Hearings Panel is denied, the Company’s securities will be topic to delisting on The Nasdaq Capital Sector.
Audit Committee Perseverance – Type 10-Q For the Quarter Ended September 30, 2021
On February 6, 2023, the Audit Committee of the Board of Directors (the “Board”) of the Organization, based on the recommendation of administration, established that the Company’s earlier issued economical statements bundled in the Company’s Quarterly Report on Form 10-Q for the quarter finished September 30, 2021 (including the consolidated balance sheet of Hyzon Motors Inc. and subsidiaries as of September 30, 2021, and the associated consolidated statements of operations and thorough income (loss), consolidated assertion of improvements in stockholders’ fairness, and consolidated statement of hard cash flows for the 3 and nine months ended September 30, 2021) (the “Non-Reliance Period”) should no for a longer time be relied on. The Audit Committee’s determination stems from the Company’s Board-appointed committee of impartial board users (the “Special Committee”) fashioned to look into, with the aid of unbiased outdoors counsel and other advisors, issues about revenue recognition timing and internal controls and treatments that were being brought to the notice of the Board by Business administration as earlier claimed on its Current Report on Form 8-K with the SEC on August 4, 2022 pertaining to the Company’s earlier issued financial statements included in the Company’s Annual Report on Type 10-K for the calendar year ended December 31, 2021. The Audit Committee concluded that the Company’s earlier issued fiscal statements involved in the Company’s Quarterly Report on Variety 10-Q for the quarter finished September 30, 2021 should really no more time be relied on primarily for the reason that of challenges with regards to the recognition of profits relating to its European joint undertaking operations for the quarter finished September 30, 2021.
The Organization intends to restate and reissue the consolidated economical statements relating to the Non-Reliance Period as soon as practicable. Based on the facts and conditions acknowledged to date, the Firm at the moment anticipates that the principal influence of the restatement will be to get rid of considerably all of the revenue, stock, and contract liabilities and to cut down price tag of revenue involved with shopper profits contracts assumed from Holthausen Clean up Technological innovation B.V. that ended up recorded as of and for the quarter finished September 30, 2021.
As previously noted on its Recent Report on Sort 8-K with the SEC on August 18, 2022, management earlier claimed a product weak point in the Firm’s interior command in excess of monetary reporting in its beforehand issued economical statements filed on Variety 10-K for the year finished December 31, 2021, and on Form 10-Q for the a few-month interval ended March 31, 2022. The present materials weak point linked to the identification of minimal sources and business enterprise processes vital to be certain the correct segregation of obligations and efficient review processes with regard to the processing and recording of monetary transactions, as perfectly as an acceptable stage of command oversight in excess of the money statement reporting course of action. Administration is examining the outcome of the handle deficiencies linked with the issues fundamental the revenue recognition concerns and prepared restatements and anticipates figuring out and reporting one or more substance weaknesses as the restatements are finalized.
Board of Directors Committee Appointments
On February 6, 2022, the Board appointed Dennis Edwards who now serves as a member of the Board, to provide on the Company’s Audit Committee. The Board has affirmatively established that Mr. Edwards satisfies the definition of “independent director” for needs of serving on an audit committee. The Board also decided that Elaine Wong, who at present serves on the Audit Committee, qualifies as an “audit committee economical professional.”
The Company’s management and the Audit Committee have talked about the issues disclosed in this push release with KPMG LLP, the Company’s impartial registered community accounting business.
About Hyzon Motors
Hyzon is a world-wide chief in gasoline cell electrical mobility, with US functions in the Rochester, Chicago and Detroit places, and worldwide functions in the Netherlands, China, Australia, and Germany. Hyzon is an power transition accelerator and technology innovator, offering conclusion-to-end answers in the transport sector with a target on business cars and hydrogen supply infrastructure. Using its tested and proprietary hydrogen fuel cell engineering, Hyzon aims to supply zero-emission heavy responsibility trucks and buses to customers in North America, Europe and around the world to mitigate emissions from diesel transportation, which is 1 of the one premier resources of carbon emissions globally. The Firm is contributing to the escalating adoption of gas cell electric vehicles through its shown technologies benefit, top fuel cell performance and history of swift innovation. Stop by www.hyzonmotors.com.
This push release involves “forward-wanting statements” within just the this means of Portion 27A of the Securities Act of 1933, as amended, and Part 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of existing or historical reality integrated in this push launch, are forward-on the lookout statements. When made use of in this press release, the phrases “purpose,” “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the detrimental of such conditions and other identical expressions are intended to establish forward-looking statements, though not all ahead-hunting statements incorporate such pinpointing text. These ahead-wanting statements are dependent on management’s current anticipations and assumptions about foreseeable future events and are primarily based on now offered info as to the final result and timing of potential functions. Other than as or else required by applicable law, Hyzon disclaims any responsibility to update any forward -hunting statements, all of which are expressly competent by the statements in this segment, to reflect situations or conditions soon after the date of this push launch. Hyzon cautions you that these ahead-wanting statements are matter to various dangers and uncertainties, most of which are challenging to forecast and lots of of which are over and above the regulate of Hyzon, which include hazards and uncertainties described in the “Risk Factors” section of Hyzon’s Annual Report on Type 10-K for the year ended December 31, 2021 submitted with the U.S. Securities and Exchange Fee (the “SEC”) on March 30, 2022, our Amended Registration Statement on Sort S-1 submitted with the SEC on April 6, 2021, and other files filed by Hyzon from time to time with the SEC. These filings recognize and deal with other critical threats and uncertainties that could bring about real events and benefits to vary materially from individuals contained in the forward-searching statements. Hyzon presents no assurances that Hyzon will achieve its anticipations.