Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | HYZN | Class A Common Stock, par value $0.0001 per share | Other | $0 | -34.7M | -39.05% | $0.00 | 54.2M | Jul 9, 2024 | See Footnotes | F1, F2, F3, F4, F5 |
Id | Content |
---|---|
F1 | The disposition of the shares of Class A Common Stock, par value $0.0001 per share ("Shares"), of Hyzon Motors Inc. (the "Issuer") reported herein was in connection with the redemption of 34,722,406 T-Shares (as defined in Footnote 2) by certain securityholders of Horizon Fuel Cell Technologies Pte. Ltd. ("Horizon"). The redeemed T-Shares were exchanged for Shares owned of record by Horizon on a one-for-one basis. |
F2 | A portion of the shares reported herein as beneficially owned by Horizon and Hymas Pte. Ltd. ("Hymas") are subject to (i) in the case of Horizon, (X) call option agreements with certain securityholders of Horizon, pursuant to which such securityholders have the right to purchase Shares from Horizon and (Y) the issuance and transfer to certain securityholders of Horizon in exchange for shares of tracking stock that are intended to track the financial performance of the Shares ("T-Shares"), and (ii) in the case of Hymas (X) call option agreements with certain securityholders of Horizon and one of its affiliates, pursuant to which such securityholders have the right to purchase Shares from Hymas and (Y) a Nominee Agreement between Hymas BVI, a wholly-owned subsidiary of Hymas ("Hymas BVI"), and Theodore H. Swindells (the "Shareholder"), dated as of May 1, 2024, pursuant to which the Shareholder has agreed to sell certain Shares on behalf of Hymas Technologies Limited. |
F3 | Due to a 1,000 character limit, Footnote 3 is a continuation of Footnote 2: Horizon and Hymas, as applicable, each remains the beneficial owner of Shares issuable upon the exercise or exchange of the aforementioned options and T-Shares. |
F4 | Consists of (i) 22,309,567 Shares owned of record by Horizon and (ii) 31,891,580 Shares beneficially owned by Hymas. |
F5 | Horizon indirectly through subsidiaries owns 75.83% of Hymas. Hymas Technologies Limited is a wholly-owned subsidiary of Hymas. Horizon and Hymas are reporting persons on a Schedule 13D as part of a "group" (as defined in Rule 13d-5 of the Securities Exchange Act of 1934). Each such reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein. |