| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | HYZN | Earnout Rights | Other | $0 | +18M | $0.00 | 18M | Jul 22, 2021 | Class A Common Stock, par value $0.0001 per share | 18M | By Hymas Pte. Ltd. | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | On July 16, 2021, pursuant to the Business Combination Agreement and Plan of Reorganization, dated as of February 8, 2021 (the "Business Combination Agreement"), by and among Hyzon Motors Inc. (f/k/a Decarbonization Plus Acquisition Corporation) (the "Issuer"), DCRB Merger Sub Inc. a wholly owned subsidiary of the Issuer ("Merger Sub") and Hyzon Motors USA Inc. (f/k/a Hyzon Motors Inc.) ("Old Hyzon"), Merger Sub merged with and into Old Hyzon with Old Hyzon as the surviving corporation and a wholly owned subsidiary of the Issuer (the "Merger"). On July 22, 2021, the number of Earnout Shares (as defined in the Business Combination Agreement) issuable to each person eligible to receive such Earnout Shares pursuant to the Business Combination Agreement (assuming no forfeiture by other Eligible Company Equityholders of unexercised Company Options or unvested Company RSUs (as each term is defined in the Business Combination Agreement)) was finally determined. |
| F2 | (Continued from Footnote 1) Pursuant to the Business Combination Agreement, (i) 38.71% of the Earnout Shares will be issuable if (a) the last reported share price of the Issuer's Class A common stock for at least 20 of any 30 consecutive trading days is at least $18.00 or (b) the Issuer consummates a transaction resulting in its stockholders having the right to receive consideration implying a value per share of the Issuer's Class A common stock of at least $18.00; (ii) 38.71% of the Earnout Shares will be issuable if (a) the last reported share price of the Issuer's Class A common stock for at least 20 of any 30 consecutive trading days is at least $20.00 or (b) the Issuer consummates a transaction resulting in its stockholders having the right to receive consideration implying a value per share of the Issuer's |
| F3 | (Continued from Footnote 2) Class A common stock of at least $20.00; and (iii) 22.58% of the Earnout Shares will be issuable if, after July 16, 2022, (a) the last reported share price of the Issuer's Class A common stock for at least 20 of any 30 consecutive trading days is at least $35.00 or (b) the Issuer consummates a transaction resulting in its stockholders having the right to receive consideration implying a value per share of the Issuer's Class A common stock of at least $35.00. |
| F4 | Hymas Pte. Ltd. ("Hymas") is 79.62% owned indirectly by the reporting person, through its subsidiaries, including Jiangsu Qingneng New Energy Technologies Co., Ltd. ("JS-Horizon") and Horizon Fuel Cell Technology Ltd. ("HFCT HK"). The reporting person may be deemed to beneficially own the shares of Class A common stock of the Issuer by reason of its ownership of the voting securities of JS-Horizon, JS-Horizon's ownership of the voting securities of HFCT HK, and HFCT HK's ownership of the voting securities of Hymas. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein. |