As filed with the Securities and Exchange Commission on July 30, 2021

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THESECURITIES ACT OF 1933

Hyzon Motors Inc.

(Exact name of registrant as specified in its charter)

475 Quaker Meeting House Road

Honeoye Falls, New York 14472

(585) 484-9337

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John Zavoli

HyzonMotors Inc.

475 Quaker Meeting House Road

Honeoye Falls, New York 14472

(585) 484-9337

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Scott D. Miller

RobertW. Downes

Sullivan & Cromwell LLP

125 Broad Street

NewYork, New York 10004

Tel: (212) 558-4000

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933 check the following box:  ☒

If this form is filed to register additional securities for anoffering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under theSecurities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shallbecome effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sellthese securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdictionwhere the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 30, 2021

PRELIMINARY PROSPECTUS

Up to 19,300,751 Shares of Class A Common Stock Issuable Upon Exercise of Warrants

Up to 77,272,414 Shares of Class A Common Stock

Up to 8,014,500 Warrants to Purchase Class A Common Stock

This prospectus relates to the issuance by us of up to an aggregate of 19,300,751 shares of Class A Common Stock, par value $0.0001 pershare (“Class A Common Stock”), which consists of (i) up to 8,014,500 shares of Class A Common Stock that are issuable upon the exercise of 8,014,500 warrants (the “private placement warrants”) issued in aprivate placement in connection with the initial public offering of Decarbonization Plus Acquisition Corporation (“DCRB”) and upon the conversion of a working capital loan by the Sponsor to DCRB and (ii) up to 11,286,251 shares ofClass A Common Stock that are issuable upon the exercise of 11,286,251 warrants (the “public warrants” and, together with the private placement warrants, the “warrants”) originally issued in DCRB’s initial publicoffering. We will receive the proceeds from any exercise of any warrants for cash.

This prospectus is also related to the offer and salefrom time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”), or their permitted transferees, of (i) up to 77,272,414 shares of Class A Common Stock (including up to 5,293,958 sharesof Class A Common Stock issuable upon the satisfaction of certain triggering events (as described herein) (the “Earnout Shares”) and up to 326,048 shares of Class A Common Stock that may be issued upon exercise of the ArdourWarrants (as defined herein)) and (ii) up to 8,014,500 private placement warrants. We will not receive any proceeds from the sale of Class A Common Stock or private placement warrants by the Selling Securityholders pursuant to thisprospectus.

Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholderswill issue, offer or sell, as applicable, any of the securities. The Selling Securityholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information about how theSelling Securityholders may sell the securities in the section entitled “Plan of Distribution.”

You should read thisprospectus and any prospectus supplement or amendment carefully before you invest in our securities.

Our Class A Common Stock andwarrants are listed on the Nasdaq Global Select Market under the symbols “HYZN” and “HYZNW,” respectively. On July 29, 2021, the closing price of our Class A Common Stock was $6.77 and the closing price for our publicwarrants was $1.95.

We are an “emerging growth company,” as that term is defined under the federal securities laws and, assuch, are subject to certain reduced public company reporting requirements.

Investing inour securities involves risks that are described in the “Risk Factors” section beginning on page 7 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to beissued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                 , 2021.

TABLE OF CONTENTS

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 that we filed with the Securities andExchange Commission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the securities offered by them described in this prospectus.We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of Class A Common Stock issuableupon the exercise of our public warrants and our private placement warrants. We will receive proceeds from any exercise of the warrants for cash.

Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations otherthan those contained in this prospectus, any applicable prospectus supplement, or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for, andcan provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update orchange information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer youin the section of this prospectus entitled “Where You Can Find More Information.” You should assume that the information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of thosedocuments, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to theactual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference asexhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

On July 16, 2021 (the “Closing Date”), Decarbonization Plus Acquisition Corporation, our predecessor company(“DCRB”), consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement and Plan of Reorganization, dated as of February 8, 2021 (the“Business Combination Agreement”), among DCRB, DCRB Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of DCRB (“Merger Sub”) and Hyzon Motors Inc., a Delaware corporation (“Old Hyzon” and now knownas Hyzon Motors USA Inc.). Immediately upon the completion of the Business Combination and the other transactions contemplated by the Business Combination Agreement (the “Transactions”, and such completion, the “Closing”), OldHyzon became a direct wholly-owned subsidiary of DCRB. In connection with the Transactions, DCRB changed its name to Hyzon Motors Inc. (“New Hyzon”).

Unless the context indicates otherwise, references in this prospectus to the “Company,” “Hyzon,” “we,”“us,” “our” and similar terms refer to Old Hyzon prior to the Business Combination and New Hyzon and its consolidated subsidiaries following the Business Combination. References to “DCRB” refer to our predecessorcompany prior to the consummation of the Business Combination.

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TRADEMARKS

This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and tradenames referred to in this prospectus may appear without the ^® or ^™ symbols, but such references are not intended to indicate, in anyway, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks toimply a relationship with, or endorsement or sponsorship of us by, any other companies.

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SELECTED DEFINITIONS

Unless context otherwise required, references in this prospectus to:

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, andSection 21E of the Exchange Act. These statements include, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These statements constituteprojections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this prospectus, the words“could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similarexpressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are based on management’s current expectations and assumptions aboutfuture events and are based on currently available information as to the outcome and timing of future events.

Forward-looking statementsin this prospectus may include, for example, statements about:

Should one or more of the risks or uncertainties described in this prospectus, or should underlyingassumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements.

The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developmentsand their potential effects on us and speak only as of the date of this prospectus. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in this prospectus in thesection entitled “Risk Factors” beginning on page 7. Except as otherwise required by applicable law, we disclaim any duty to update any forward looking statements, all of which are expressly qualified by the statements in thissection, to reflect events or circumstances after the date of this prospectus. You should, however, review additional disclosures we make in any accompanying prospectus supplement and our Annual Report on Form10-K, Quarterly Reports on Form 10-Q and other periodic filings with the SEC, which are or will be available publicly on the SEC’s website at www.sec.gov.

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RISK FACTORS

Risk Factors Relating to Our Business and Industry

Our business model has yet to be tested and any failure to commercialize our strategic plans would have a material adverse effect on our operatingresults and business, harm our reputation and could result in substantial liabilities that exceed our resources.

The estimated costs and timelinesthat we have developed in planning for full scale commercial production are subject to the risks and uncertainties inherent in transitioning from a start-up company focused on proof-of-concept activities to the design and large-scale integration, assembly, and manufacture of hydrogen-powered commercial vehicles, and, secondarily, the large-scale integration and manufacture ofhydrogen fuel cell systems. We may not be able to accurately estimate the demand for our hydrogen-powered commercial vehicles or hydrogen fuel cell systems, which could result in a variety of inefficiencies in our business and hinder our ability togenerate revenue. If we fail to accurately predict supply and demand for our products, and other integration, assembly and manufacturing requirements, or if we fail to timely invest in people, processes and capital equipment to meet demand, we couldincur additional costs or experience delays. In addition, there can be no assurance that our estimates related to the costs and timing necessary to complete design and engineering of our facilities will prove accurate. The likelihood of our successmust be considered in light of these risks, expenses, complications, delays and the competitive environment in which we operate. Therefore, there can be no assurances that our business plan will prove successful.

We will continue to encounter risks and difficulties frequently experienced by many early-stage companies, including scaling up our infrastructure andheadcount, and may encounter unforeseen expenses, difficulties or delays in connection with pursuing our growth plans. In addition, as a result of the capital-intensive nature of our business, we can be expected to continue sustaining substantialoperating expenses without generating sufficient revenues to cover expenditures. Any investment in us is therefore highly speculative and could result in the loss of your entire investment.

We may need to raise additional funds, and these funds may not be available on terms favorable to us or our stockholders or at all when needed.

The manufacture, integration, assembly and sale of hydrogen-powered commercial vehicles and hydrogen fuel cell systems are capital intensivebusinesses. Our business plan to manufacture, integrate, assemble, sell and service hydrogen-powered commercial vehicles and hydrogen fuel cell systems is expected to require continued capital investment to fund operations, continue research anddevelopment and improve facilities. While we recently completed the Business Combination with DCRB and raised gross proceeds of approximately $559.8 million, there can be no assurance that we will have access to additional capital we may needon favorable terms when required or at all. If we cannot raise additional funds when we need them, our financial condition, business, prospects, and results of operations could be materially adversely affected. We may raise funds through theissuance of debt securities or through loan arrangements, the terms of which could require significant interest payments, contain covenants that restrict our business, or other unfavorable terms. We may also raise funds through the sale ofadditional equity securities, which could dilute our stockholders.

We have a limited operating history as a stand-alone company making it difficultto evaluate our future business prospects, which may increase the risk of your investment.

We face significant risks and difficulties as anearly-stage company. We have a limited operating history, which increases the risk to your investment. As we scale from limited production of units deployed for technology validation to production for operational fleet validation to, ultimately,volume production and sales to support full fleet conversions, it is difficult, if not impossible, to forecast our future results, and we have limited insight into trends that may emerge and affect our business. We intend to derive a majority of ourrevenues initially from the sale or lease of our hydrogen fuel cell heavy commercial vehicles, deliveries of which are not expected to

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begin until the third quarter of 2021 in Europe, and the first quarter of 2022 in North America, and may occur later or not at all. In addition, we have engaged in limited marketing activities todate, so there can be no assurance that customers will embrace our commercial vehicles in significant numbers.

It is difficult to predict our futurerevenues or appropriately budget for our expenses. In the event that actual results differ from our estimates or we adjust our estimates in future periods, our operating results and financial position could be materially affected. The projectedfinancial information appearing elsewhere in this prospectus has been prepared by our management and reflects current estimates of future performance. The projected results depend on the successful implementation of our management’s growthstrategies and are based on assumptions and events over which we have only partial or no control. The assumptions underlying such projected information require the exercise of judgment, and the projections are subject to uncertainty due to theeffects of economic, business, competitive, regulatory, legislative, political and other changes.

Complex software and technology systems will needto be developed, both in-house and in coordination with vendors and suppliers, for us to successfully produce our hydrogen-powered commercial vehicles and hydrogen fuel cell systems, and there can be noassurance that such systems will be successfully developed.

Our products will require a substantial amount of third-party and in-house software and complex hardware to operate. The development of such advanced technologies is inherently complex and costly, and we will need to coordinate with our vendors and suppliers in order to produceour hydrogen-powered commercial vehicles and hydrogen fuel cell systems. Defects and errors may be revealed over time and our control over the performance of third-party services and systems may be limited. We may be unable to develop the necessarysoftware and technology systems or meet the technological requirements, production timing, and volume requirements to support our business plan. In addition, the technology may not comply with the cost, performance useful life and warrantyrequirements we anticipate in our business plan. As a result, our business plan could be significantly impacted and we may incur significant liabilities under warranty claims which could adversely affect our business, prospects, and results ofoperations.

We may be unable to keep up with changes in commercial vehicle or fuel cell technology as new entrants and existing, largermanufacturers enter the non-carbon emitting commercial vehicle space.

As new companies and larger,existing vehicle manufacturers enter the decarbonized commercial vehicle space, we may lose any technological advantage we may have had in the marketplace and suffer a decline in our position in the market. As technologies change, our products maybecome obsolete or our research and development efforts may not be sufficient to adapt to changes in or to create the necessary technology to compete effectively, which could adversely affect our business, prospects, financial condition andoperating results.

We have a limited number of current customers and pending orders, and there is no assurance thatnon-binding memoranda of understanding and letters of intent will be converted into orders or sales.

Todate, we have engaged in limited marketing activities and currently have limited customer contracts. Our non-binding memoranda of understanding and letters of intent with potential customers do not representassured sales and may not be converted into orders or sales. In particular, we cannot be assured that the counterparties to such memoranda of understanding and letters of intent have or will have the financial capacity to make such orders or thatsuch counterparties’ demand for our products will remain. For example, we have entered into non-binding letters of intent with a trucking and rail logistics operator, a leader in specialty metals, and ahydrogen electric flight company. However, we have not received any deposits from the counterparties on certain of our orders, non-binding memoranda of understanding and letters of intent, and thesecounterparties have no obligation to make purchases. Further, these counterparties may not perform as expected and may therefore not have the means or market demand to convert the non-binding memoranda ofunderstanding or letters of intent into orders. If these arrangements are terminated or we are unable to secure binding orders or long-term contracts for volume sales supporting full fleet conversions, our business, prospects, financial conditionand operating results may be adversely affected.

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Even if we were able to obtain orders, customers may limit their volume of purchases initially as theyassess our commercial vehicles and hydrogen fuel cell systems and whether to make a broader transition to hydrogen-powered solutions. This may be a long process, which will depend on the safety, reliability, efficiency and quality of our products,as well as the support and service that we offer. It will also depend on factors outside of our control, such as general market conditions and broader trends in transportation, including fleet management, and availability and pricing of hydrogen,that could impact customer buying decisions. As a result, there is significant uncertainty regarding demand for our products and the pace and levels of growth that we will be able to achieve.

Our sales efforts involve considerable time and expense, and our sales cycle is often long and unpredictable.

Our results of operations may fluctuate, in part, because of the intensive nature of our sales efforts and the length and unpredictability of our sales cycle.As part of our sales efforts, we invest considerable time and expense evaluating potential customers’ specific needs and necessary resources, such as access to hydrogen supply, and educating potential customers about the technical capabilitiesof our hydrogen-powered commercial vehicles and hydrogen fuel cell systems. In addition, we have limited direct sales and business development personnel, and our sales efforts have historically depended on the significant involvement of our seniormanagement team. Our sales cycle has been long and varies substantially from customer to customer. Our sales cycle often lasts nine months but can extend to a year or more for some customers. There can be no assurances that we will be successful inmaking a sale to a potential customer. If our sales efforts to a potential customer do not result in sufficient revenue to justify our investments, our business, financial condition, and results of operations could be adversely affected.

We may expend substantial cost and managerial time in preparing bids and proposals for potential customers that use competitive bidding processes, andthere is no assurance that we will win awards.

We expect to derive a substantial portion of our business through competitive bidding processes,both directly and through partnerships or other arrangements with the bidding party. Competitive bidding processes entail substantial costs and managerial time to prepare bids and proposals for contracts that may not be awarded to us or our biddingpartners, or may be split among competitors. Even if we or our bidding partners are successful in obtaining an award, we or our bidding partners may encounter bid protests from unsuccessful bidders on any specific award. Bid protests could result,among other things, in significant expenses, contract modifications, or even loss of the contract award. Even where a bid protest does not result in the loss of a contract award, the process for resolving the bid protest can extend the time untilcontract activity can begin and, as a result, delay the recognition of revenue. We or our bidding partners also may not be successful in efforts to protest or challenge any bids for contracts that were not awarded to us, and we would be required toincur significant time and expense in such efforts. All of the above could have a material adverse effect on our business, prospects, financial condition or operating results.

We are only permitted to operate in the European market through our joint venture with Holthausen Clean Technology Investments B.V.

On December 30, 2020, we formed Hyzon Motors Europe B.V. (“Hyzon Europe”), a joint venture with Holthausen Clean Technology Investments B.V.(“Holthausen”), for the primary purpose of supplying hydrogen-powered trucks to the European Union and nearby markets such as the United Kingdom, Nordic countries and Switzerland. We own 50.5% of the equity interests of Hyzon Europe.Pursuant to the Joint Venture Agreement, dated as of December 30, 2020 (the “JV Agreement”), by and among Hyzon, Holthausen and Hyzon Europe, neither Hyzon nor Holthausen may have an interest in, be engaged in, or be concerned with,or approach any person with a view to obtaining an interest or being engaged in or concerned with, any business involving the development or production of, or the trading in, any products developed, produced or traded by, or the provision ofservices developed or provided by Hyzon Europe or any of its subsidiaries, other than passive investments representing no more than 1% ownership in such business. As a result, we must develop, produce and sell

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hydrogen-powered trucks in Europe through the Hyzon Europe joint venture and are thereby limited in our ability to conduct certain operations in Europe outside of Hyzon Europe. If ourarrangements with Hyzon Europe are considered unenforceable or otherwise impermissible by courts or other government bodies, we may also be subject to fines, liability or other sanctions by courts or other government bodies.

We may be unable to successfully produce our hydrogen-powered commercial vehicles or our hydrogen fuel cell systems in appropriate volumes, atcompetitive costs, or at all, which may adversely affect our business, prospects, financial condition and operating results.

We have not yetcompleted our facilities in Rochester, New York, where we intend to manufacture hydrogen fuel cell systems, or our facilities in Groningen, the Netherlands, where we intend to assemble our hydrogen-powered commercial vehicles. We also recentlysigned a lease to our facility in Troy, Michigan where, when we have completed work, we intend to conduct product integration and design. There is no assurance that we will be able to complete these facilities , or that we will be able to eithermanufacture our hydrogen fuel cell systems in Rochester or assemble our hydrogen-powered commercial vehicles in Groningen at costs, volumes, and specifications acceptable to us. These facilities may also require permits for construction oroperation, and we may not be able to obtain these permits on conditions acceptable to us. We will depend on the supply of hydrogen fuel cell systems solely from Horizon until our manufacturing facilities in Rochester are operational, and willcontinue to rely on Horizon thereafter for supply of hydrogen fuel cell systems for deliveries in China. We also rely on third parties for the production of glider kits, chassis and other commercial vehicle components, and, in the United States, forthe assembly of our hydrogen-powered commercial vehicles. Both our facilities and the facilities of our suppliers, assemblers and other partners may be harmed or rendered inoperable by natural or man-madedisasters, including earthquakes, flooding, fire and power outages, or by health epidemics, such as the recent COVID-19 pandemic, and related governmental responses, which may render it difficult or impossiblefor us to produce our products for some period of time. Any alternative suppliers and partners may either not exist or if they do exist may be unwilling or unable to supply us. The inability to produce our products or the backlog that may develop ifour facilities or the facilities of our suppliers are rendered inoperable for even a short period of time may result in the loss of customers or harm our reputation. Although we maintain insurance for damage to our property and the disruption of ourbusiness, this insurance may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, if at all.

We, our partners and our suppliers may rely on complex machinery for production of our hydrogen-powered commercial vehicles and fuel cell systems, whichinvolves a significant degree of risk and uncertainty in terms of operational performance and costs.

We, our partners and our suppliers may relyon complex machinery for the manufacture, integration and assembly of our hydrogen-powered commercial vehicles and fuel cell systems. Such complex machinery may involve a significant degree of uncertainty and risk in terms of operational performanceand costs. Our facilities and those of our partners and suppliers will consist of large-scale facilities and machinery combining many components. These machines and their components may suffer unexpected malfunctions from time to time and willdepend on repairs and spare parts to resume operations, which may not be available when needed. Unexpected malfunctions may significantly affect the intended operational efficiency. Operational performance and costs can be difficult to predict,especially for a start-up like us, as well as for hydrogen production site operators with which we have a relationship that may themselves have limited operating experience, and could be influenced by factorsoutside of our control, such as, but not limited to, scarcity of natural resources, environmental hazards and remediation, costs associated with decommissioning of machines, labor disputes and strikes, difficulty or delays in obtaining governmentalpermits, damages or defects in electronic systems, industrial accidents, fire, seismic activity and natural disasters. Should any operational risk materialize, it may result in the personal injury to or death of workers, the loss of productionequipment, damage to production facilities, monetary losses, delays and unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all which could have a materialadverse effect on our business, prospects, financial condition or operating results.

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Our future growth is dependent upon the willingness of customers in the commercial vehicle market,including but not limited to operators of commercial vehicle fleets and heavy-duty transport, to adopt hydrogen-powered commercial vehicles and on our ability to produce, sell and service products that meet their needs. If the market forhydrogen-powered solutions does not develop or develops slower than we expect, our business, prospects, financial condition and operating results will be adversely affected.

The market for hydrogen-powered commercial vehicles is relatively new and untested and is expected to experience rapidly changing technologies, intense pricecompetition among numerous competitors, evolving government regulation and industry standards and uncertain customer demands and behaviors. Hydrogen-powered vehicles may also face competition from other alternatives to fossil fuels, includingelectric vehicles, renewable natural gas, biodiesel, and others. Factors that may influence the adoption of our hydrogen-powered commercial vehicles include:

If, in weighing these factors, our potential customers, including operators of commercial vehicle fleets or heavy-duty transport determine that there is not acompelling business justification for purchasing hydrogen-powered commercial vehicles, particularly those that we will produce and sell, then the market for such vehicles may not develop as we expect or may develop more slowly than we expect, whichwould adversely affect our business, prospects, financial condition and operating results.

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Demand for our hydrogen-powered commercial vehicles and hydrogen fuel cell systems will ultimatelydepend on demand from target customers, some of which operate in cyclical or regulated industries, which may subject us to that cyclicality or regulatory uncertainty and result in volatility and uncertainty and in the demand for our products, whichcould have a material adverse effect on our business, prospects, financial condition and operating results.

Decisions to purchase ourhydrogen-powered commercial vehicles and hydrogen fuel cell systems will likely depend on the performance of the industries in which our target customers operate, and decreases in demand for production or services from those industries will impactdemand for our products. Demand in these industries is impacted by numerous factors, including commodity prices, infrastructure spending, interest rates, consumer spending, fuel costs, energy demands, municipal spending, government subsidies andincentives, and commercial construction, among others. Increases or decreases in these variables may significantly impact the demand for our products. Additionally, some of our target customers have felt the impact of the COVID-19 pandemic, which has resulted in reduced demand for commercial vehicles. If we are unable to accurately predict demand, we may be unable to meet our customers’ needs, resulting in the loss of potentialsales, or we may produce excess products, resulting in increased inventories and overcapacity in our contracted production facilities, increasing our unit production cost and decreasing our working capital and operating margins.

If there is inadequate availability of hydrogen or we fail to secure hydrogen supply at competitive prices or with a competitive emissions profile, ourbusiness will be materially and adversely affected.

Demand for our hydrogen-powered commercial vehicles and hydrogen fuel cell systems will dependin part on the availability of hydrogen infrastructure and the cost of hydrogen fuel. There is no assurance that hydrogen production will scale at the rate we anticipate or that the cost of hydrogen will become competitive with the cost ofhydrocarbons or other hydrocarbon-alternatives as we anticipate. Our commercial vehicles and vehicles powered by our hydrogen fuel cell systems will also require an adequate supply of hydrogen to refuel. Currently, hydrogen supply and refuelingstations are not generally available. We expect to partner with third parties with the aim of providing of hydrogen infrastructure and refueling stations to potential Hyzon customers. Some potential customers may choose not to purchase Hyzonproducts because of the risk of unavailability or cost of hydrogen supply. Additionally, certain customers may consider hydrogen vehicles because of their sustainability profile; however, the sustainability profile of hydrogen depends on theproduction process. “Gray” hydrogen, often produced by steam methane reformation, is currently the most common and cost-effective form of hydrogen production; however, this results in significant greenhouse gas (“GHG”) emissions.Other types of hydrogen, such as “green” hydrogen produced by clean energy-powered electrolysis, have a smaller emissions footprint but are less common and cost-effective. We may not be able to secure a supply of hydrogen at a satisfactoryquantity and price that also meets customers’ emissions-reduction goals, which may cause some potential customers not to purchase Hyzon products. If we are unable to satisfactorily provide adequate access to hydrogen supply, which may requiresignificant capital expenditures, our ability to generate customer loyalty, grow our business and sell our products could be impaired.

Increasedfocus on sustainability or other ESG matters could impact our operations.

Our business requires customers and financial institutions to view ourbusiness and operations as having a positive environmental, social and corporate governance (“ESG”) profile. Increasing attention to, and societal expectations regarding, climate change, human rights, and other ESG topics may require us tomake certain changes to our business operations to satisfy the expectations of customers and financial institutions. For example, we may be required to procure or invest in companies in the business of producing and selling “green”hydrogen on terms that are not economical in order to meet customer expectations, which could adversely impact our financial results of operations. Similarly, we rely on a global supply chain. Managing that supply chain for ESG risks could requireus to incur substantial costs and, if any issues are identified, incur further costs to remedy issues or locate alternative suppliers, which either may not exist or may be unwilling or unable to supply us. Additionally, our customers may be drivento purchase our vehicles due to their own sustainability or ESG

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commitments, which may entail holding their suppliers—including us—to ESG standards that go beyond compliance with laws and regulations and our ability to comply with such standards.Failure to maintain operations that align with such “beyond compliance” standards may cause potential customers to not do business with us or otherwise hurt demand for our products. These and other ESG concerns could adversely affect ourbusiness, prospects, financial condition and operating results.

Our business may be subject to risks associated with construction, cost overrunsand delays, and other contingencies that may arise in the course of constructing or servicing hydrogen infrastructure or refueling stations for certain customers, and such risks may increase in the future as we expand the scope of such services.

We expect to construct and service hydrogen infrastructure and refueling stations at certain customer sites and elsewhere. We expect suchconstruction and servicing at customer sites and elsewhere to be subject to oversight and regulation in accordance with state and local laws and ordinances relating to building codes, accessibility requirements, safety, environmental protection andrelated matters, and to require various local and other governmental approvals and permits that may vary by jurisdiction. All of the above may cause delays or cost-overruns or prevent construction or servicing of hydrogen infrastructure andrefueling stations. Meaningful delays or cost overruns, or inability to construct or service hydrogen infrastructure or refueling stations at certain customer sites and elsewhere could have a material adverse effect on our business, prospects,financial condition and operating results. In addition, we may undertake such construction or service through partners or contractors, which may require us, our partners, contractors, or customers to obtain licenses or require compliance withadditional rules, working conditions and other union requirements, adding costs and complexity to a construction project. If we, our partners or contractors are unable to provide timely, thorough and quality construction-related services, ourcustomers could fall behind with their schedules leading to liability to us or cause customers to become dissatisfied with the hydrogen solutions we offer.

We depend upon key personnel and will need to hire and train additional personnel.

Our success depends on the continuing services of key employees. We believe the depth and quality of the experience of our management team in the hydrogen fuelcell and commercial vehicle industries is a key to our ability to be successful. The loss of any of these individuals could have a material adverse effect on our business, prospects, financial condition and operating results. Additionally, thesuccess of our operations will largely depend upon our ability to successfully attract and retain competent and qualified key management personnel. As with any company with limited resources, there can be no guarantee that we will be able to attractsuch individuals or that the presence of such individuals will necessarily translate into profitability for us. The challenge will be exacerbated for us as we attempt to transition from limited production of units deployed for technology validationto production for operational fleet validation to, ultimately, volume production and sales to support full fleet conversions under the unforeseeable business conditions which continue to evolve as a result of the impact of COVID-19. In the event that our employees seek to join a labor union, higher employee costs and increased risk of work stoppages or strikes could result. We may also directly or indirectly depend upon othercompanies with unionized workforces, including suppliers, and work stoppages or strikes with respect to those companies could have a material adverse impact on our business, financial condition, or results. Our inability to attract and retain keypersonnel in a timely and cost-effective manner could have a material adverse effect on our business, prospects, financial condition and operating results.

We currently face and will continue to face significant competition and many of our current and future competitors have or will have significantly moreresources.

We face intense competition as we aim to replace existing commercial transportation solutions with our hydrogen-powered commercialvehicles and hydrogen fuel cell systems. We expect to face increasing competition both from current transportation options and improvements to current transport options as well as from new alternative energy solutions, including electric vehicles.Each of our target markets is currently

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serviced by existing manufacturers with existing customers and suppliers. These manufacturers generally use proven and widely accepted technologies such as internal combustion engines andbatteries. Additionally, according to public statements, there are competitors working on developing technologies in each of our targeted markets. Many of our current and potential future competitors have or will have greater financial, technical,manufacturing, marketing and other resources than we do. They may be able to deploy greater resources to the design, development, manufacturing, distribution, promotion, sales, marketing and support of their alternative transport programs.Additionally, our competitors may also have greater name recognition, longer operating histories, larger sales forces, broader customer and industry relationships and other resources than we do. These competitors also compete with us in recruitingand retaining qualified research and development, sales, marketing and management personnel, as well as in acquiring technologies complementary to, or necessary for, our products. If we do not compete effectively, our competitive positioning andoperating results will be harmed. We expect competition in our industry to intensify from our existing and future competitors in the future in light of increased demand and regulatory push for vehicles powered by renewable energy sources.

Until we complete our hydrogen fuel cell production facilities, which may be delayed or not occur at all, we are and expect to be dependent on Horizonas a single source supplier of our hydrogen fuel cell systems, and the inability of Horizon to deliver such fuel cell systems for our commercial vehicles at prices, volumes, and specifications acceptable to us could have a material adverse effect onour business, prospects, financial condition and operating results.

We currently rely, and expect to rely until completion of our hydrogen fuelcell manufacturing facilities, solely on Horizon as a single source supplier of our hydrogen fuel cell systems. Even if we complete our manufacturing facilities, we expect to continue to rely on Horizon for supply of hydrogen fuel cell systems fordeliveries in China. Horizon may not be able to meet our product specifications and performance characteristics or our desired specifications, performance and pricing, which could impact our ability to achieve our product specifications, performancecharacteristics and target pricing as well. We may be unable to obtain hydrogen fuel cell systems from Horizon or alternative suppliers at prices, volumes, and specifications acceptable to us, which could have a material adverse effect on ourbusiness, prospects, financial condition and operating results. In addition, our pricing arrangements with Horizon may be subject to challenge by tax authorities in the United States, Singapore, the Netherlands or elsewhere, and if our transferpricing is challenged, we may be subject to fines, liability or other sanctions by government bodies and our business could be adversely affected. While we believe that we may be able to establish alternate supply relationships and can obtain orengineer replacement components for such single source inputs, we may be unable to do so in the short term (or at all) at prices or quality levels that are favorable to us, which could have a material adverse effect on our business, prospects,financial condition and operating results.

We depend on third parties for the supply of components and the assembly of our hydrogen-poweredcommercial vehicles.

We depend on third party suppliers to provide components, including but not limited to glider kits and chassis, for ourhydrogen-powered commercial vehicles. In the United States, we also depend on third party assemblers to assemble our hydrogen-powered commercial vehicles. To the extent that there are limitations on the availability of such components, either due tothe unwillingness or inability of suppliers to produce and supply them to us or our assembly partners, or a change in governmental regulations or policies, we would need to develop capabilities in manufacturing such components or seek alternativesuppliers, which may either not exist or if they do exist may be unwilling or unable to supply us. Either case could have a negative impact on our ability to sell our hydrogen-powered commercial vehicles at the prices, or achieve the margins, or inthe timeframes that we anticipate.

Additionally, we depend on other partners to assemble vehicle components and our hydrogen fuel cell systems into ourcommercial vehicles in North America, and may do so elsewhere as appropriate. Using a third-party for the integration, installation and assembly of our commercial vehicles is subject to risks with respect to operations

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that are outside our control. We could experience delays if our partners do not meet agreed upon timelines or experience capacity constraints that make it impossible for us to fulfill purchaseorders on time or at all. Our ability to successfully build a premium brand could also be adversely affected by perceptions about the quality of our partners’ products. In addition, although we will oversee each step of the supply chain,including production, installation, and assembly processes, because we have no management control over, and therefore rely on, our partners to meet our quality standards, there can be no assurance that the final product will meet expected qualitystandards.

We may be unable to enter into new agreements or extend existing agreements with third-party suppliers and assemblers on terms and conditionsacceptable to us and therefore may need to contract with other third parties or significantly add to our own manufacturing or assembly capacity. There can be no assurance that in such event we would be able to engage other third parties or establishor expand our own capabilities to meet our needs on acceptable terms or at all. The expense and time required to complete any transition, and to assure that our commercial vehicles assembled at facilities of new partners comply with our qualitystandards and regulatory requirements, may be greater than anticipated. Any of the foregoing could adversely affect our business, prospects, financial condition and operating results.

We depend upon our relationship with our shareholder Horizon and Horizon’s subsidiaries, including in respect of the Horizon Supply Agreement andthe Horizon IP Agreement.

Hyzon is currently majority-owned by Singapore incorporated Hymas Pte Ltd (“Hymas”), which is majority butindirectly controlled by Horizon. We depend on agreements entered into with Horizon’s subsidiaries, including for supply of hydrogen fuel cell systems and for joint ownership and licenses of certain intellectual property. Such intellectualproperty may be difficult to enforce if Horizon’s subsidiaries refuse to join in our enforcement actions, and the nature of our rights in such intellectual property may restrict us from expanding our business with additional product lines andcommercialization opportunities.

Additionally, although we have endeavored to enter into agreements with Horizon and its affiliates on market terms,including the Intellectual Property Agreement (the “Horizon IP Agreement”), dated January 12, 2021, between Jiangsu Qingneng New Energy Technologies Co., Ltd. and Shanghai Qingneng Horizon New Energy Ltd. (together, “JSHorizon”) and Hyzon, and the Framework Supply Contract Template (the “Horizon Supply Agreement”), dated January 7, 2021, between Jiangsu Qingneng New Energy Technologies Co. Ltd. and Hyzon, our agreements with Horizon and itsaffiliates may not reflect terms that would have resulted from arm’s-length negotiations with unaffiliated third parties. If such arrangements are considered unenforceable or otherwise impermissible, wemay be subject to fines, liability, tax penalties or sanctions by courts or other government bodies. Please see the section entitled “Business—Key Agreements” and “Business—Intellectual Property” foradditional information concerning our agreements with Horizon and its affiliates.

Additionally, our relationship with Horizon may be interrupted ordeteriorate, and Horizon or its subsidiaries may delay performance of or breach obligations to us under such arrangements, which could materially adversely affect our business, prospects, financial condition and operating results. In particular,under the Horizon IP Agreement, JS Horizon assigned to Hyzon a joint ownership interest in certain intellectual property rights owned by JS Horizon relating to fuel cell technologies and mobility products, and each of Hyzon and JS Horizon granted tothe other exclusive rights to use such jointly owned intellectual property rights within such other party’s field of use, as well as certain rights in improvements made in the future with respect thereto. Our field of use under the Horizon IPAgreement includes the manufacture, commercialization and other exploitation of mobility products throughout the world, as well as fuel cells designed for use in mobility products commercialized outside of identified countries in Asia, Africa andSouth America. JS Horizon’s field of use under the Horizon IP Agreement includes the manufacture, commercialization and other exploitation throughout the world of fuel cells not designed for use in mobility products, as well as fuel cellsdesigned for use in mobility products commercialized within identified countries in Asia, Africa and South America. Any of the above could materially adversely affect our business, prospects, financial condition and operating results.

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We may be unable to expand on our intellectual property portfolio or otherwise develop the technologyneeded to operate our business.

A portion of the intellectual property that we own was assigned to us by JS Horizon pursuant to the Horizon IPAgreement. Some of the technology based on this intellectual property is in the early stages of development and it is possible that we will be unable to successfully build on the portfolio of intellectual property that was assigned to us by JSHorizon. Our ability to refine and grow our portfolio of intellectual property and technology depends on many factors, including our ability to attract and retain a skilled technical workforce and our ability to devote sufficient resources toresearch and development efforts. Our failure to continue development of our intellectual property and technology portfolio could materially adversely affect our business, prospects, financial condition and operating results.

Certain of our directors, officers and employees are now affiliated with Horizon, which is engaged in business activities similar to ours, and,accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

We intend to produce hydrogen-powered commercial vehicles and hydrogen fuel cell systems. Horizon engages in a similar business and may compete for the sale ofhydrogen fuel cell systems in certain territories with us. Certain of our directors, officers, employees, contractors and consultants are affiliated with Horizon. In particular, George Gu, the Executive Chairman of our Board, also serves as theChairman of the Board of Horizon. Craig Knight and Viktor Meng also serve on both our Board and the Board of Horizon. In addition, certain directors, officers, employees, contractors and consultants hold or will hold stock in both Hyzon and Horizonand its affiliates. Further, by virtue of its control of Hymas, Horizon currently has control over a majority of Hyzon’s voting stock. As a result, our directors, officers, and employees could have conflicts of interest, including in respect ofour contractual relationships with Horizon, allocation of management’s time between us and Horizon, and decisions of whether to present business opportunities to us or to Horizon. These conflicts may not be resolved in our favor, which mayresult in the terms of our contractual relationships with Horizon or its subsidiaries being not as advantageous to us as they would be absent any conflicts of interest, management spending less time on our business than they would absent anyconflicts of interest, or potential business opportunities being presented to Horizon instead of us. We have no formal policy in place for vetting potential conflicts of interest, and our Board will review any potential conflicts of interest on a case-by-case basis.

We face risks related to health epidemics, includingthe ongoing COVID-19 pandemic, which could have a material adverse effect on our business and results of operations.

Our business and results of operations are expected to be adversely affected by the COVID-19 pandemic and relatedgovernmental responses, which has caused a material adverse effect on the level of economic activity around the world, including in the markets we serve. The governmental responses being implemented to contain the outbreak of COVID-19 or its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, may limit our ability to meet with potential customers or affect the ability of our personnel,suppliers, and partners to operate in the ordinary course. While national and local governments in locations in which we and our key suppliers operate have recently begun to relax restrictions on business operations, there is no guarantee that lockdowns and other governmental orders that would restrict our and their ability to operate will not be reinstated. The extent to which the COVID-19 pandemic impacts us will depend on future developments, whichare highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain or otherwise address the effects of COVID-19, among others. If the financial markets or the overall economy are impacted for an extended period, our results of operations, financial position and cash flows may be materially adversely affected.

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As a private company, we were not required to document and test our internal controls over financialreporting nor has management been required to certify the effectiveness of our internal controls and our auditors have not been required to opine on the effectiveness of our internal control over financial reporting. Failure to maintain adequatefinancial, information technology and management processes and controls could result in material weaknesses and errors in our financial reporting, which could adversely affect our business.

As a private company, Hyzon was not subject to the SEC’s internal control reporting requirements. Following the Business Combination, we became subject tothe SEC’s internal control over financial reporting requirements and will become subject to the auditor attestation requirements in the year in which we are deemed to be a large accelerated filer, which would occur once the market value of ourcommon equity held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter, or otherwise loses our “emerging growth company” status. As aresult, we expect that our independent registered public accounting firm will be required to formally attest to the effectiveness of our internal controls over financial reporting commencing with our Annual Report on Form 10-K for the year ended December 31, 2022. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. In addition, our current controls and any new controls that wedevelop may become inadequate because of poor design, inadequate enforcement, and changes in our business, including increased complexity resulting from expansion. Any failure to implement and maintain effective internal controls over financialreporting could adversely affect the results of assessments by our independent registered public accounting firm and their attestation reports.

Ourwarrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

OnApril 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purposeacquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”), which focused on certainsettlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the Warrant Agreement (as defined herein) governing our warrants. As a result of the SEC Statement, wereevaluated the accounting treatment of our 11,286,251 public warrants and 6,514,500 private placement warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each periodreported in earnings. On the Closing Date, we also issued 1,500,000 additional private placement warrants upon the conversion of $1,500,000 principal amount of working capital loans by the Sponsor to DCRB.

As a result, included on our balance sheet as of December 31, 2020 are derivative liabilities related to embedded features contained within our warrants.ASC 815 provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized inearnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors which are outside of our control. Due to the recurring fairvalue measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.

DCRB identified a material weakness in its internal control over financial reporting as of December 31, 2020. If we are unable to develop andmaintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect ourbusiness and operating results.

Following the issuance of the SEC Statement, after consultation with DCRB’s independent registered publicaccounting firm, DCRB’s management and the audit committee of the DCRB board of directors, DCRB concluded that, in light of the SEC Statement, it was appropriate to restate its previously issued audited financial

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statements as of and for the period ended December 31, 2020 and its previously issued audited balance sheet dated as of October 22, 2020. See “Our warrants are accounted for asliabilities and the changes in value of our warrants could have a material effect on our financial results.” As part of such process, DCRB identified a material weakness in its internal controls over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonablepossibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Effectiveinternal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurancethat these initiatives will ultimately have the intended effects.

If we identify any new material weaknesses in the future, any such newly identifiedmaterial weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintaincompliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as aresult. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

There are inherent limitations in all control systems, and misstatements due to error or fraud that could seriously harm our business may occur and notbe detected.

Our management does not expect that our internal and disclosure controls will prevent all possible error and all fraud. A controlsystem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resourceconstraints and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, an evaluation of controls can only provide reasonable assurance that all material control issues and instances offraud, if any, in Hyzon have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Further, controls can be circumvented bythe individual acts of some persons or by collusion of two or more persons. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design willsucceed in achieving its stated goals under all potential future conditions. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. A failure of our controls andprocedures to detect error or fraud could seriously harm our business and results of operations.

Cyber incidents or attacks directed at us couldresult in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, includinginformation systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems orinfrastructure of third parties or the cloud, or from individuals within our organization, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early-stage company withoutsignificant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyberincidents or thefts of our trade secrets or other proprietary and confidential information consistent with applicable laws and regulations protecting individual privacy rights. Such privacy laws and regulations can and do impose potentiallysignificant fines and penalties for not adequately protecting individuals’ personal information, as well as subject

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us to potential litigation. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and results of operations, lead to financialloss, and subject us to substantial and costly litigation.

Risks Related to Intellectual Property

We may need to defend ourselves against patent, copyright, trademark, trade secret or other intellectual property infringement or misappropriationclaims, which may be time-consuming and cause us to incur substantial costs.

Companies, organizations or individuals, including our competitors,may own or obtain patents, copyrights, trademarks, trade secrets or other intellectual property or proprietary rights (collectively, “IP”) that would prevent or limit our ability to manufacture or sell our hydrogen-powered commercialvehicles or hydrogen fuel cell systems, which could make it more difficult for us to operate our business. We may receive inquiries from IP owners inquiring whether we infringed upon or misappropriated their proprietary rights. Companies owning IP,including those relating to hydrogen-powered mobility products or hydrogen fuel cell technologies, may allege infringement or misappropriation of such rights. In response to a determination that we have infringed upon or misappropriated a thirdparty’s IP, we may be required to do one or more of the following:

A successful claim of infringement or misappropriation against us could materially adversely affect our business, prospects, financialcondition and operating results. Any legal proceedings or claims, whether valid or invalid, could result in substantial costs and diversion of resources.

Our business may be adversely affected if we are unable to protect our intellectual property rights from unauthorized use by third parties.

Our success depends on our ability to protect our IP, and the failure to adequately protect or enforce our IP could result in our competitors offering productssimilar to ours, which would adversely affect our business, prospects, financial condition and operating results. We will rely on a combination of patents, trade secrets (including know-how), employee andthird-party nondisclosure agreements, copyrights, trademarks, intellectual property licenses and other contractual rights to establish and protect our rights in our technology. The measures we take to protect our IP from infringement ormisappropriation by others may not be effective for various reasons, including the following:

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Additionally, IP laws vary throughout the world. Some foreign countries do not protect IP to the same extent as do the laws of the U.S. Further, policing theunauthorized use of our IP in foreign jurisdictions may be difficult. Therefore, our IP may not be as strong and expansive, or as easily enforced, outside of the U.S.

Our patent applications may not issue or if issued, may not provide sufficient protection, which may have a material adverse effect on our ability toprevent others from commercially exploiting products similar to ours.

We cannot be certain that we are the first inventor of the subject matterfor which we have filed a particular patent application, or if we are the first party to file such a patent application. If another party has invented, or filed a patent application with respect to the same subject matter as we have, we may not beentitled to the protection sought by our applicable patent applications. We also cannot be certain that all the claims included in a patent application will ultimately be allowed in the applicable issued patent. Further, the scope of protectionprovided by issued patent claims is often difficult to determine. As a result, we cannot be certain that the patent applications that we file will issue, or that our issued patents will afford protection against competitors with similar technology.In addition, even if all of our patent claims are allowed and cover their intended scope, our competitors may circumvent or design around our issued patents, which may adversely affect our business, prospects, financial condition and operatingresults.

Risks Related to the Hydrogen Fuel Cell Industry

Our hydrogen vehicles compete for market share with vehicles powered by other technologies that may prove to be more attractive to customers. Decreasesin the price of gasoline and natural gas and the availability of alternative powered vehicles could delay or prevent transition to hydrogen vehicles.

Our hydrogen vehicles compete for market share with vehicles fueled by alternative energy sources. If alternative energy powered vehicles are available and theprices of alternative sources are lower than energy sources used by our products, offer greater efficiencies, greater reliability or otherwise benefit from other factors resulting in overall lower total cost of ownership, this could decreaseincentives to transition to hydrogen vehicles, adversely impact sales of our products and affect the commercial success of our vehicles or make our vehicles uncompetitive or obsolete. Fuel prices, including volatility in the cost of diesel or aprolonged period of low gasoline and natural gas costs, could decrease incentives to transition to hydrogen vehicles. Moreover, there is no guarantee that commercial customers will prefer hydrogen vehicles over other zero emissions or near zeroemissions vehicles, such as electric vehicles; to the extent that other zero emissions or near zero emissions vehicles have lower total costs of ownership or better sustainability profiles, it may adversely impact sales of our products or thecommercial success of our vehicles.

Our products use flammable fuels and some generate high voltages, which could subject our business to productsafety, product liability, other claims, product recalls, or negative publicity.

High-voltage electricity poses potential shock hazards, andhydrogen is a flammable gas and therefore a potentially dangerous fuel. Any accidents involving or linked to, defects in design or manufacturing of, or any negative publicity surrounding hydrogen-powered vehicles, including those produced by us, orthe production, transportation or use of hydrogen generally could materially impede our business. If any of our products are or are alleged to be defective in design or manufacturing or experience other failures, including with respect to the safetyof hydrogen or the efficiency and performance of hydrogen fuel cells, we may be compelled to undertake

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product recalls or take other actions, which could adversely affect our business, prospects, operating results, reputation and financial condition. Insufficient warranty reserves to cover futurewarranty claims could adversely affect our business, prospects, financial condition and operating results. In addition, we may be held responsible for damages beyond the scope of our insurance coverage.

Risks Related to Litigation and Regulation

Weoperate in a highly regulated industry. The failure to comply with laws or regulations could subject us to significant regulatory risk, and changing laws and regulations and changing enforcement policies and priorities could adversely affect ourbusiness, prospects, financial condition and operating results.

The motor vehicle manufacturing and hydrogen industries in general are highlyregulated in most countries, and if we fail to comply with national, federal, state and local laws, rules, regulations and guidance, including those related to hydrogen-powered vehicle safety and direct sales to customers as well as hydrogenproduction, storage and transportation, our business could be adversely affected. We will be subject to licensing and operational requirements that could result in substantial compliance costs, and our business would be adversely affected if ourlicenses are impaired. Litigation, regulatory actions and compliance issues, including in respect of antitrust and competition laws as applied to our relationships with Horizon and Hyzon Europe, could subject us to revocation of licenses,significant fines, penalties, judgments, remediation costs, negative publicity and reputational harm, and requirements resulting in increased expenses. Our operations and products are also subject to numerous stringent environmental laws andregulations, including those governing the generation, use, handling, storage, disposal and transport of hazardous substances and wastes. These laws may require us or others in our value chain to obtain permits and comply with various restrictionsand obligations that may have material effects on our operations. If key permits and approvals cannot be obtained on acceptable terms, or if other operational requirements cannot be met in a manner satisfactory for our operations or on a timelinethat meets our commercial obligations, it may adversely impact our business. In addition, laws, regulations and rules relating to privacy, information security, and data protection could increase our costs, affect or limit how we collect and usepersonal information, and adversely affect our business opportunities. The ongoing costs of complying with such laws, regulations and rules could be significant.

Additionally, all of these laws and regulations may be subject to change or changes in enforcement policies or priorities, including from changes that mayresult from changes in the political landscape and changing technologies. Future legislation and regulations, changes to existing laws and regulations, or interpretations thereof, or changes in enforcement policies or priorities, could requiresignificant management attention and cause additional expenditures, restrictions, and delays in connection with our operations as well as other future projects.

We depend on global customers and suppliers, and adverse changes in governmental policy or trade regimes could significantly impact the competitivenessof our products.

We source components from suppliers and sells our products around the world, including sourcing hydrogen fuel cell systems fromHorizon in China. There is significant uncertainty about the future relationship between the U.S. and various other countries, particularly China, with respect to trade policies, treaties, government regulations, tariffs, customs regulations, priceor exchange controls, or preferences in foreign nations of domestically manufactured products. Changes in such government policy, including any changes to existing trade agreements, international trade relations between countries in which we or oursuppliers or partners have business operations or our target markets, regulatory requirements, or the availability of tax and other governmental incentives, including those promoting fuel efficiency and alternate forms of energy, may have an adverseeffect on us. A trade war, other governmental action related to tariffs or international trade agreements, changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing,development or investment in the territories and countries where we sell our products, source our supplies or currently operate or may in the future operate, and any resulting negative sentiments

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towards the U.S. as a result of such changes, may have an adverse effect on our business, financial condition or results of operations.

Risk Factors Relating to Our Common Stock

Sales ofa substantial number of our securities in the public market, including those issued upon exercise of warrants, could cause the market price of our Class A Common Stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of Class A Common Stock in the public market could occur at any time. These sales, or the perception in the marketthat the holders of a large number of shares intend to sell shares, could reduce the market price of our Class A Common Stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable topredict the effect that sales may have on the prevailing market price of the Class A Common Stock and the warrants.

As of July 16, 2021, we hadoutstanding 246,994,208 shares of our Class A Common Stock and warrants to purchase 19,626,799 shares of our Class A Common Stock. In addition, an aggregate of 44,566,036 shares of Class A Common Stock are subject to outstandingawards or available for future issuance under the 2021 Plan.

The shares of Class A Common Stock offered by the Selling Securityholders (including155,639,006 shares of Class A Common Stock held by Hymas) represent approximately 63% of the outstanding Class A Common Stock (not including the shares of Class A Common Stock underlying the warrants that may be sold hereunder).

On February 8, 2021, certain stockholders of Old Hyzon, collectively holding 92,775,000 shares of Old Hyzon Common Stock or securities convertible intoshares of Old Hyzon Common Stock, entered into an agreement with DCRB and Old Hyzon (the “Lock-Up Agreement”) pursuant to which they agreed, following the Closing Date, not to transfer any shares ofClass A Common Stock issued or issuable upon the exercise of any warrant or other right to acquire shares of such Class A Common Stock beneficially owned or otherwise held by such stockholders for six months following the Closing Date. Asof the Closing Date, such stockholders of Hyzon beneficially owned 170,154,636 shares of Class A Common Stock, which represented approximately 69% of the outstanding shares of Class A Common Stock as of the Closing Date.

For more information about the Lockup Agreement, see the section entitled “Certain Relationship and Related PartyTransactions—Lock-Up Agreements.”

In connection with the Closing, that certain Registration RightsAgreement dated October 19, 2020 (the “IPO Registration Rights Agreement”) was amended and restated and the Company entered into the amended and restated IPO Registration Rights Agreement (the “A&R Registration RightsAgreement”) with certain persons and entities holding securities of DCRB prior to the Closing and certain persons and entities receiving Class A Common Stock in connection with the Business Combination (the “Reg Rights Holders”).Pursuant to the A&R Registration Rights Agreement, we agreed that, within 15 business days after the Closing, we will file a registration statement with the SEC (the “Initial Registration Statement”) (at our sole cost and expense), andwe will use our reasonable best efforts to have the Initial Registration Statement become effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the Reg Rights Holders can demand up to three underwrittenofferings in any 12-month period and will be entitled to customary piggyback registration rights. Further, under the Subscription Agreements, we are required to file a registration statement within 15 calendardays after the Closing to register the resale of the PIPE Shares, and we will use our commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof. The registration statementof which this prospectus is a part registers for resale the PIPE Shares.

For more information about the A&R Registration Rights Agreement, see thesection entitled “Certain Relationship and Related Party Transactions—Registration Rights.”

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Our stock price is volatile, and you may not be able to sell shares of our Class A Common Stockor warrants at or above the price you paid.

The trading price of our Class A Common Stock and public warrants are volatile and could besubject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at pricessignificantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of our securities may include, but are not limited to:

Broad market and industry factors may materially harm the market price of our securitiesirrespective of our operating performance. The stock market in general and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected.The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to us coulddepress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability toobtain additional financing in the future.

In addition, in the past, following periods of volatility in the overall market and the market price of aparticular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’sattention and resources.

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We will incur increased costs as a result of operating as a public company, and our management willdevote substantial time to new compliance initiatives.

As a public company, we will incur significant legal, accounting and other expenses that wedid not incur as a private company. As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to beadopted, by the SEC and the Nasdaq. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, we expect these rules and regulations to substantially increase our legal andfinancial compliance costs and to make some activities more time-consuming and costly. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could alsomake it more difficult for us to attract and retain qualified persons to serve on our Board, our Board committees or as executive officers.

Becausewe have no current plans to pay cash dividends on our Class A Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your Class A Common Stock for a price greater than that which you paid forit.

We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividendsfor the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractualrestrictions and other factors that the Board may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we incur. As a result, you may not receive any return on aninvestment in our Class A Common Stock unless you sell our Class A Common Stock for a price greater than that which you paid for it. See the section entitled “Market Price, Ticker Symbol and Dividend Information”.

We are a “controlled company” under Nasdaq rules.

Because Hymas and its affiliates control a majority of the voting power of our outstanding capital stock, we are a “controlled company” under theNasdaq rules. As a controlled company, we are exempt from certain Nasdaq corporate governance requirements, including those that would otherwise require the Board to have a majority of independent directors and require us to establish a compensationcommittee comprised entirely of independent directors, or otherwise ensure that the compensation of its executive officers and nominees for directors are determined or recommended to the Board by the independent members of the Board. While we do notexpect to rely on any of these exemptions, and while our compensation committee is currently comprised solely of independent directors, we are entitled to do so for as long as we are considered a “controlled company” and to the extent thatwe rely on one or more of these exemptions, holders of our Class A Common Stock will not have the same protections afforded to stockholders of companies that are subject to all of Nasdaq’s corporate governance requirements.

The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirementsapplicable to other public companies that are not emerging growth companies.

We qualify as an “emerging growth company” as defined inSection 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we take advantage of certain exemptions from various reporting requirements applicable to other publiccompanies that are not emerging growth companies, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (b) theexemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result, our stockholders may nothave access to certain information they deem important. We will remain an emerging growth company until the earliest of (a) the last day of the fiscal year (i) following October 22, 2025, the fifth

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anniversary of the initial public offering of DCRB, (ii) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from timeto time) or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Common Stock that is held by non-affiliates exceeds $700 million as of thelast business day of our prior second fiscal quarter, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three year period.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying with new or revisedaccounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards wouldotherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies,but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, asan emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growthcompany nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We cannot predict if investors will find our Class A Common Stock less attractive because we will rely on these exemptions. If some investors find ourClass A Common Stock less attractive as a result, there may be a less active trading market for our Class A Common Stock and our stock price may be more volatile.

The unaudited pro forma condensed combined financial information included in this document may not be indicative of what our actual financial positionor results of operations would have been.

The unaudited pro forma condensed combined financial information for Hyzon in this prospectus ispresented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section entitled“Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Our management has limited experience inoperating a public company.

Our executive officers have limited experience in the management of a publicly traded company. Our management team maynot successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasinglycomplex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growthof the post-combination company. We may not have adequate personnel with the appropriate level of knowledge, experience and training, as well as the technology, systems and tools available to them to perform their functions, in the accountingpolicies, practices or internal control over financial reporting required of public companies in the United States. We are in the process of upgrading our finance and accounting systems to an enterprise system suitable for a public company, and adelay could impact our ability or prevent us from timely reporting our operating results, timely filing required reports with the SEC and complying with Section 404 of the Sarbanes-Oxley Act. The development and implementation of the standardsand controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that we will be required to expand our employee base and hireadditional employees to support our operations as a public company which will increase our operating costs in future periods.

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There is no guarantee that the warrants will be in the money at the time they become exercisable, andthey may expire worthless.

The exercise price for our warrants is $11.50 per share of Class A Common Stock. There is no guarantee that thewarrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% ofthe then-outstanding public warrants (or, if applicable, 65% of the then-outstanding public warrants and 65% of the then-outstanding private placement warrants, voting as separate classes). As a result, the exercise price of the warrants could beincreased, the exercise period could be shortened and the number of shares of our Class A Common Stock purchasable upon exercise of a warrant could be decreased, all without a holder’s approval.

Our warrants were issued in registered form under a warrant agreement (the “Warrant Agreement”), dated October 19, 2020 by and betweenContinental Stock Transfer & Trust Company, as warrant agent, and DCRB. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision,but requires the approval by the holders of at least 50% of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the publicwarrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants (or, if applicable, 65% of the then-outstanding public warrants and 65% of the then-outstanding private placement warrants, voting asseparate classes) approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public warrants (or, if applicable, 65% of the then-outstanding public warrants and65% of the then-outstanding private placement warrants, voting as separate classes) is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash orstock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of our Class A Common Stock purchasable upon exercise of a warrant.

We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01per warrant, provided that the last reported sales price of our Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading dayswithin a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the warrants becomeredeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders (a) toexercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous for holders to do so, (b) to sell their warrants at the then-current market price when they might otherwise wish to hold their warrants or(c) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of their warrants. None of the private placement warrants will beredeemable by us so long as they are held by the Sponsor, those persons who served as independent directors of DCRB, WRG DCRB Investors, LLC (“WRG”), an affiliate of Erik Anderson, who was DCRB’s Chief Executive Officer and serves asa director of Hyzon or any of their permitted transferees.

Nasdaq may delist our securities from trading on its exchange, which could limitinvestors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We cannot assure you that oursecurities will continue to be listed on Nasdaq. If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we

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expect our securities could be quoted on an over-the-counter market. If this were to occur, we could facesignificant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulatingthe sale of certain securities, which are referred to as “covered securities.” Because our Class A Common Stock and public warrants are listed on Nasdaq, our Class A Common Stock and public warrants qualify as covered securities.Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states canregulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they changetheir recommendations regarding our Class A Common Stock adversely, the price and trading volume of our Class A Common Stock could decline.

The trading market for our Class A Common Stock is influenced by the research and reports that industry or securities analysts may publish about us, ourbusiness, our market or our competitors. If any of the analysts who cover us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our Class A CommonStock would likely decline. If any analyst who covers us were to cease their coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

Changes in laws or regulations, or a failure to comply with any laws or regulations, may adversely affect our business, investments and results ofoperations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to complywith certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change fromtime to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a materialadverse effect on our business and results of operations.

As a result of the Business Combination and plans to expand Hyzon’s businessoperations, including to jurisdictions in which tax laws may not be favorable, our tax obligations may change or fluctuate, become significantly more complex or become subject to greater risk of examination by taxing authorities, any of which couldadversely affect our after-tax profitability and financial results.

In the event that Hyzon’soperating business expands domestically or internationally, our effective tax rates may fluctuate widely in the future. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded underGAAP, changes in deferred tax assets and liabilities, or changes in

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tax laws. Factors that could materially affect our future effective tax rates include, but are not limited to: (a) changes in tax laws or the regulatory environment, (b) changes inaccounting and tax standards or practices, (c) changes in the composition of operating income by tax jurisdiction and (d) pre-tax operating results of our business.

Additionally, we may be subject to significant income, withholding, and other tax obligations in the United States and may become subject to taxation innumerous additional U.S. state and local and non-U.S. jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. Our after-taxprofitability and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities, (b) changesin the valuation of deferred tax assets and liabilities, if any, (c) the expected timing and amount of the release of any tax valuation allowances, (d) the tax treatment of stock-based compensation, (e) changes in the relative amountof earnings subject to tax in the various jurisdictions, (f) the potential business expansion into, or otherwise becoming subject to tax in, additional jurisdictions, (g) changes to existing intercompany structure (and any costs relatedthereto) and business operations, (h) the extent of intercompany transactions and the extent to which taxing authorities in relevant jurisdictions respect those intercompany transactions, and (i) the ability to structure businessoperations in an efficient and competitive manner. Outcomes from audits or examinations by taxing authorities could have an adverse effect on our after-tax profitability and financial condition. Additionally,the IRS and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities could disagree with our intercompany charges,cross-jurisdictional transfer pricing or other matters and assess additional taxes. If we do not prevail in any such disagreements, our profitability may be affected.

Our after-tax profitability and financial results may also be adversely affected by changes in relevant tax laws andtax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect.

We may issue additional Class A Common Stock or preferred stock under an employee incentive plan. Any such issuance would dilute the interest ofour stockholders and likely present other risks.

The Charter authorizes the issuance of 410,000,000 shares of capital stock, par value of $0.0001per share, consisting of (a) 400,000,000 shares of Class A Common Stock and (b) 10,000,000 shares of preferred stock. In addition, an aggregate of approximately 44.6 million shares of Class A Common Stock have been reserved forissuance under the 2021 Plan, subject to increase as described under “Executive Compensation—Executive Officer and Director Compensation Following the Business Combination,”

We may issue a substantial number of additional shares of Class A Common Stock or preferred stock under an employee incentive plan. The issuance ofadditional shares of Class A Common Stock or preferred stock:

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Provisions in our Charter may prevent or delay an acquisition of us, which could decrease the tradingprice of our Class A Common Stock, or otherwise may make it more difficult for certain provisions of the charter to be amended.

The Chartercontains provisions that are intended to deter coercive takeover practices and inadequate takeover bids and to encourage prospective acquirers to negotiate with the Board rather than to attempt a hostile takeover. These provisions include:

These provisions apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that the Board determinesis not in our and our stockholders’ best interests.

Our Charter designates state courts within the State of Delaware as the exclusive forumfor certain types of actions and proceedings that may be initiated by our stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

The Charter provides that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, a statecourt located within the State of Delaware (or, if no court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for any internal or intra-corporateclaim or any action asserting a claim governed by the internal affairs doctrine as defined by the laws of the State of Delaware, including, but not limited to (i) any derivative action or proceeding brought on behalf of us; (ii) any actionasserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees or stockholders to us or our stockholders; or (iii) any action asserting a claim arising pursuant to any provision of the GeneralCorporation Law of the State of Delaware (the “DGCL”) or the Charter or the Bylaws (in each case, as they may be amended from time to time), or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware.

In addition, the Charter provides that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law,the federal district court for the District of Delaware (or, if such court does not have jurisdiction over such action, any other federal district court of the United States) shall be the sole and exclusive forum for any action asserting a cause ofaction arising under the Securities Act or any rule or regulation promulgated thereunder (in each case, as amended), provided, however, that if the foregoing provisions are, or the application of such provisions to any person or entity or anycircumstance is, illegal, invalid or unenforceable, the sole and exclusive forum for any action asserting a cause of action arising under the Securities Act or any rule or regulation promulgated thereunder (in each case, as amended) shall be theCourt of Chancery of the State of Delaware.

The Charter provides that the exclusive forum provision will be applicable to the fullest extent permitted byapplicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forumprovision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any rule or regulation promulgated thereunder (in each case, as amended), or any other claim over which the federal courts have exclusivejurisdiction.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable fordisputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although our stockholders will not be deemed to have waived

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our compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in the Charter to beinapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Changes to applicable tax laws and regulations or exposure to additional income tax liabilities could affect our business and future profitability.

We are a U.S. corporation and thus subject to U.S. corporate income tax on our worldwide operations. Moreover, the majority of our operations andcustomers are located in the United States, and, as a result, we are subject to various U.S. federal, state and local taxes. New U.S. laws and policy relating to taxes may have an adverse effect on our business, and future profitability.

For example, President Joe Biden has set forth several tax proposals that would, if enacted, make significant changes to U.S. tax laws. Such proposals includean increase in the U.S. income tax rate applicable to corporations (such as Hyzon) from 21% to 28%. Congress may consider, and could include, this proposal in connection with tax reform to be undertaken by the Biden administration. It is unclearwhether this or similar changes will be enacted and, if enacted, how soon any such changes could take effect. The passage of any legislation as a result of this proposal and other similar changes in U.S. federal income tax laws could adverselyaffect our business, cash flows and future profitability.

Further, new income, sales, use or other tax laws, statutes, rules, regulations or ordinances,in the United States or in other jurisdictions, could be enacted at any time, which could adversely affect our business, prospects, financial condition, future profitability and operating results. In addition, existing tax laws, statutes, rules,regulations or ordinances could be interpreted, changed, modified or applied adversely to us and may have an adverse effect on our business, cash flows and future profitability.

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MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

Market Price and Ticker Symbol

OurClass A Common Stock and public warrants are currently listed on Nasdaq under the symbols “HYZN” and “HYZNW,” respectively. Prior to the consummation of the Business Combination, DCRB’s Class A Common Stock, publicwarrants and units (each consisting of one share of Class A Common Stock and one-half of one warrant) were listed on the Nasdaq under the symbols “DCRB,” “DCRBW” and “DCRBU,”respectively. We currently do not intend to list the private placement warrants offered hereby on any stock exchange or stock market.

Theclosing price of the Class A Common Stock and public warrants on July 29, 2021, was $6.77 and $1.95, respectively.

Holders

As of July 16, 2021, there were approximately 154 holders of record of our Class A Common Stock and approximately 10 holders ofrecord of our warrants. Such numbers do not include beneficial owners holding our securities through nominee names.

Dividend Policy

We have not paid any cash dividends on our Class A Common Stock to date. The payment of cash dividends in the future will be dependentupon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends will be within the discretion of the Board at such time. It is presently expected that we will retain all earnings foruse in our business operations and, accordingly, it is not expected that the Board will declare any dividends in the foreseeable future.

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USE OF PROCEEDS

All of the Class A Common Stock and private placement warrants (including shares of Class A Common Stock underlying such warrantsand the Earnout Shares) offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any proceeds from the sale of our securities by the SellingSecurityholders pursuant to this prospectus.

We will receive up to an aggregate of approximately $221.96 million from the exerciseof the warrants, assuming the exercise in full of all of the warrants for cash. There is no assurance that the holders of the warrants will elect to exercise any or all of such warrants. To the extent that any warrants are exercised on a“cashless basis,” the amount of cash we would receive from the exercise of the warrants will decrease. We will have broad discretion regarding the timing and application of the net proceeds from this offering. We expect to use the netproceeds from the exercise of any warrants for general corporate purposes, including developing and investing in hydrogen production infrastructure and supply chain, investing in expanded research and development capacity and new productionfacilities, and acquiring and leasing equipment for manufacturing and assembly.

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DETERMINATION OF OFFERING PRICE

The offering price of the shares of Class A Common Stock underlying the warrants offered hereby by us is determined by reference to theexercise price of the warrants of $11.50 per share. The warrants are listed on the Nasdaq Global Select Market under the symbol “HYZNW.”

We cannot determine the price or prices at which shares of our Class A Common Stock or the private placement warrants may be sold by theSelling Securityholders under this prospectus.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this prospectus. Unless the contextotherwise requires, the “Company” refers to Hyzon Motors Inc. and its subsidiaries after the Closing, and DCRB prior to the Closing.

Introduction

The following unaudited pro forma condensedcombined financial statements present the combination of the financial information of Old Hyzon and DCRB, adjusted to give effect to the Business Combination and consummation of the PIPE Financing (collectively, the “Transactions”). Thefollowing unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 was effective on January 1, 2021;therefore, the unaudited pro forma condensed combined financial information herein is presented in accordance therewith.

DCRB was a blank check companyincorporated in Delaware on September 7, 2017. DCRB was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. As ofMarch 31, 2021, there was approximately $225.7 million held in the Trust Account.

Hyzon is headquartered in Rochester, New York, and Old Hyzonwas incorporated in the State of Delaware on January 21, 2020 as a wholly-owned subsidiary of Horizon, a Singapore-based fuel cell company. Horizon is a privately-held fuel cell technology company focused on developing and manufacturinghydrogen fuel cell stacks and systems for a variety of mobility and non-mobility applications, including for vehicles, backup power generation, and educational programs. Horizon has operations primarily inChina, Korea, Japan, Singapore, and the Czech Republic.

To our knowledge and as determined in accordance with Rule13d-3 under the Exchange Act, the following persons are the direct beneficial owners of 5% or more of the outstanding shares of Horizon stock: George Gu, Hyzon’s Executive Chairman (17.56%), P.N.Generations LLP (10.65%), Liu Chengang (8.14%), DPCV1 Limited (7.49%) and Taras Wankewycz (6.78%), and Craig Knight, the Chief Executive Officer of Hyzon, is the direct beneficial owner of approximately 2.2% shares of Horizon stock, in each case,based on 682,810 shares of stock outstanding as of the date hereof.

Hyzon was formed to focus on accelerating the energy transition through themanufacturing and supply of hydrogen fuel cell-powered commercial vehicles across the North American, European, and Australasian regions. Since its inception, Hyzon has devoted substantially all of its efforts in building the infrastructure tosupport the future production of hydrogen fuel cell trucks and buses and supply of hydrogen fuel cell systems for mobility applications, recruiting management and technical staff, and raising capital. Hyzon has not yet generated any revenue.Hyzon’s rights in intellectual property relating to its core fuel cell technology are subject to the Horizon IP Agreement between Hyzon and JS Horizon, which are part of the Horizon group of companies, described further in the section titled“Business – Intellectual Property.”

The following unaudited pro forma condensed combined balance sheet as of March 31, 2021combines the historical unaudited condensed consolidated balance sheet of Old Hyzon with the historical unaudited condensed consolidated balance sheet of DCRB on a pro forma basis as if the Transactions had been consummated on March 31, 2021.The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2021 combines the historical unaudited condensed consolidated statement of operations of Old Hyzon for the three months ended March 31,2021 and the historical unaudited condensed consolidated statement of operations of DCRB for the three months ended March 31, 2021, giving effect to the Transactions as if they had been consummated on January 21, 2020 (inception). Theunaudited pro forma condensed combined

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statement of operations for the year ended December 31, 2020 combines the historical audited consolidated statement of operations of Old Hyzon for the period from January 21, 2020(inception) through December 31, 2020, with the historical audited consolidated statement of operations of DCRB for the year ended December 31, 2020, as restated, giving effect to the Transactions as if they had been consummated onJanuary 21, 2020.

The unaudited pro forma condensed combined financial statements do not necessarily reflect what the post-combinationcompany’s financial condition or results of operations would have been had the Transactions occurred on the dates indicated. The unaudited pro forma condensed combined financial information also may not be useful in predicting the futurefinancial condition and results of operations of the post-combination company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

This information should be read together with DCRB’s and Old Hyzon’s financial statements and related notes, the section titled“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information included elsewhere in this prospectus.

The unaudited pro forma condensed combined financial information reflects actual redemption of 2,089,323 shares of DCRB Class A Common Stock at $10.00per share.

The Business Combination was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordancewith GAAP. Old Hyzon was determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

Old Hyzon has also been determined to be the predecessor entity to the post-combination company based on the same considerations listed above. Under thismethod of accounting, DCRB was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of Hyzon issuing stock for the net assets ofDCRB, accompanied by a recapitalization. The net assets of DCRB are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the reverse recapitalization are those of Old Hyzon.

Description of the Transactions

On February 8,2021, DCRB, Old Hyzon and Merger Sub entered into the Business Combination Agreement. Pursuant to the terms of the Business Combination Agreement, Merger Sub merged with and into Old Hyzon, with Old Hyzon surviving the merger as a wholly-ownedsubsidiary of DCRB. At the Effective Time, by virtue of the merger and without any action on the part of DCRB, Merger Sub, Old Hyzon or the holders of any of Old Hyzon’s securities:

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Pursuant to the terms of the Charter, eachshare of DCRB Class B Common Stock outstanding prior to the Effective Time converted into one share of Class A Common Stock at the Closing. All of the shares of DCRB Class B Common Stock converted into shares of Class A CommonStock are no longer outstanding and have ceased to exist, and each holder of such DCRB Class B Common Stock has ceased to have any rights with respect to such securities.

The aggregate consideration for the Business Combination will be approximately $2 billion (subject to adjustment pending determination of finaltransaction costs) payable in the form of shares of the Class A Common Stock, as well as options and warrants to purchase shares of Class A Common Stock.

In connection with the execution of the Business Combination Agreement, on February 8, 2021, DCRB entered into separate Subscription Agreements with thePIPE Investors, pursuant to which the PIPE Investors agreed to purchase, and DCRB agreed to sell to the PIPE Investors, an aggregate of 35,500,000 PIPE Shares (excluding the shares of DCRB Class A Common Stock issued to holders of Old HyzonConvertible Notes (the “Conversion Shares”)) for a purchase price of $10.00 per share and an aggregate purchase price of $355,000,000, in a private placement.

The following represents the aggregate merger consideration:

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In addition to the 185,367,904 shares issued at Closing, during the Earnout Period, Hyzon will issue to eligible holders of securities of Old Hyzon theEarnout Shares, in three tranches of 9,000,000, 9,000,000 and 5,250,000 Earnout Shares, respectively, upon the post-combination company achieving $18, $20 or $35 as its last reported sales price per share for any 20 trading days within any 30consecutive trading day period within the Earnout Period; provided, that in no event will the issuance of the 5,250,000 Earnout Shares occur prior to the one year anniversary of the Closing Date. The Earnout Shares will be issued to all (i) OldHyzon Historical Rollover Stockholders and (ii) holders of Old Hyzon Options and Old Hyzon RSUs, in each case other than certain persons who received their Old Hyzon Common Stock or Old Hyzon Options in relation to their role as consultants toOld Hyzon. Such consultants will beneficially own less than 0.2% of the outstanding shares of Class A Common Stock following the Closing Date. Of the aggregate 23,250,000 Earnout Shares, approximately 20,806,466 are issuable to holders of OldHyzon Common Stock. At the Closing, these Earnout Shares are not expected to be indexed to the post-combination company’s stock pursuant to ASC Subtopic 815-40. As a result, such Earnout Shares areclassified as liabilities in the unaudited pro forma condensed combined balance sheet at their estimated fair value. Please refer to pro forma adjustment (K) within the Notes to Unaudited Pro Forma Condensed Combined Financial Information belowfor additional information. The remaining approximately 2,443,534 Earnout Shares are issuable to holders of unvested Old Hyzon Options and Old Hyzon RSUs and consequently represent stock-based compensation under ASC Topic 718. Please refer to proforma adjustment (EE) within the Notes to Unaudited Pro Forma Condensed Combined Financial Information below for additional information.

Thefollowing summarizes the unaudited pro forma common stock shares outstanding:

The following unaudited pro forma condensed combined balance sheet as of March 31, 2021 and unaudited pro forma condensed combined statements ofoperations for the three months ended March 31, 2021 and the period from January 21, 2020 (inception) through December 31, 2020 are based on the historical financial statements of DCRB and Old Hyzon. The unaudited pro formaadjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments and are described in the accompanying notes. Actual results may differ materially from the assumptions used topresent the accompanying unaudited pro forma condensed combined financial information.

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Unaudited Pro Forma Condensed Combined Balance Sheet

as of March 31, 2021

(in thousands, except share and per share amounts)

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Unaudited Pro Forma Condensed Combined Statement of Operations

for the Period ended December 31, 2020

(Amounts in thousands, except share and per share data)

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Unaudited Pro Forma Condensed Combined Statement of Operations

for the three months ended March 31, 2021

(Amounts in thousands, except share and per share data)

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIALINFORMATION

1. Basis of Presentation

TheBusiness Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, DCRB will be treated as the “acquired” company forfinancial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Old Hyzon issuing stock for the net assets of DCRB, accompanied by a recapitalization. The net assets of DCRB will bestated at historical cost, with no goodwill or other intangible assets recorded.

The unaudited pro forma condensed combined balance sheet as ofMarch 31, 2021 assumes that the Transactions occurred on March 31, 2021. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2021 and the period from January 21, 2020(inception) through December 31, 2020 present pro forma effect to the Transactions as if they had been completed on January 21, 2020.

Theunaudited pro forma condensed combined balance sheet as of March 31, 2021 has been prepared using, and should be read in conjunction with, the following:

The unaudited pro forma condensed combined statement of operations for the three months endedMarch 31, 2021 has been prepared using, and should be read in conjunction with, the following:

The unaudited pro forma condensed combined statementof operations for the period from January 21, 2020 (inception) through December 31, 2020 has been prepared using, and should be read in conjunction with, the following:

Management has madesignificant estimates and assumptions in its determination of the unaudited pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recordedmay differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to anyanticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination.

The unaudited pro formaadjustments reflecting the consummation of the Transactions are based on certain currently available information and certain assumptions and methodologies that Hyzon believes are reasonable

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under the circumstances. The unaudited pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated.Therefore, it is likely that the actual adjustments will differ from the unaudited pro forma adjustments and it is possible the difference may be material. Hyzon believes that these assumptions and methodologies provide a reasonable basis forpresenting all of the significant effects of the Transactions based on information available to management at this time and that the unaudited pro forma adjustments give appropriate effect to those assumptions and are properly applied in theunaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarilyindicative of what the actual results of operations and financial position would have been had the Transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of thepost-combination company. They should be read in conjunction with the historical financial statements and notes thereto of DCRB and Old Hyzon.

2.Accounting Policies

Management will perform a comprehensive review of DCRB’s and Old Hyzon’s accounting policies. As a result of the review,management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the post-combination company. Based on its initial review, management did notidentify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences inaccounting policies.

3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Transactions and has been prepared forinformational purposes only. The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustmentcriteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonablyexpected to occur (“Management’s Adjustments”). The Company has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combinedfinancial information. DCRB and Old Hyzon have not had any historical relationship unrelated to the Transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined provision for income taxes does not necessarily reflect the amounts that would have resulted had thepost-combination company filed consolidated income tax returns during the periods presented.

The unaudited pro forma basic and diluted net loss per shareamounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of the post-combination company’s shares outstanding, assuming the Transactions occurred on January 21, 2020.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2021 are as follows:

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Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations

The adjustments included in the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2021 and period fromJanuary 21, 2020 (inception) through December 31, 2020 are as follows:

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4. Loss per Share

As the Transactions have beenreflected as if they occurred on January 21, 2020, the calculation of weighted average shares outstanding for pro forma basic and diluted net loss per share assumes the shares issuable in connection with the Transactions had been outstanding asof such date. Pro forma basic and diluted net loss per share for the three months ended March 31, 2021 and the period from January 21, 2020 (inception) through December 31, 2020 are calculated as follows:

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5. Earnout Shares

The Earnout Shares, other than thoseassociated with Underlying Equity Awards, are expected to be accounted for as liabilities that are earned upon achieving the Triggering Events (as defined in the Business Combination Agreement), which include events that are not indexed to thepost-combination company’s common stock. The preliminary estimated fair value of the Earnout Shares, other than those associated with the Underlying Equity Awards, is approximately $179.2 million; the preliminary estimated fair value ofthe Earnout Shares associated with the Underlying Equity Awards is approximately $20.9 million.

The preliminary estimated fair value of the EarnoutShares was determined using a simplified Monte Carlo simulation valuation model using a distribution of potential outcomes on a daily basis over the five-year Earnout Period. The preliminary estimated fair value of the Earnout Shares was determinedusing the most reliable information available. Assumptions used in the preliminary valuation were as follows:

Current stock price: the currentstock price was set at $10 per share, the assumed value per share of post-combination company common stock used elsewhere in this prospectus.

Expectedterm: the expected term is the five-year term of the Earnout Period.

Expected volatility: the volatility rate was determined using an averageof historical volatilities over the expected term of selected industry peers deemed comparable to Hyzon.

Expected dividend yield: the expecteddividend yield is zero as it is not expected the post-combination company will declare dividends on common stock during the expected term.

Theclassification of the Earnout Shares is re-assessed at the end of each reporting period. In periods where the Earnout Shares remain liability classified, the post-combination company will re-measure them at fair value using a Monte Carlo simulation valuation model with changes in fair value reflected on the statement of operations at each reporting period. The following table summarizes the totalpotential statement of operations impact over the five-year Earnout Period assuming the following scenarios:

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BUSINESS

Overview

Hyzon was founded for the purpose ofcommercializing seventeen years of hydrogen fuel cell research through the design, development and assembly of hydrogen-powered commercial vehicles and fuel cell systems. Headquartered in Rochester, New York, with operations in Europe, Singapore,Australia and China, we aim to accelerate the energy transition toward hydrogen and become the industry-leader in the hydrogen-powered commercial mobility sector.

Transportation in general, including large trucks and other commercial vehicles, is responsible for a significant portion of global CO2 emissions. Whilethird-party reports showed a decrease in global fossil fuel emissions in 2020, CO2 levels continued to increase. As economies rebound and return to pre-COVID-19 pandemiclevels of economic activity, fossil fuel and CO2 emissions from road transport, which declined slightly in 2020, remain an ongoing concern.

We believethat our hydrogen fuel cells can play a critical role in reducing CO2 emissions from on-road and off-road heavy vehicles that utilize traditional combustion systems. Indoing so, we believe we can help combat global climate change without compromising—and in fact optimizing—vehicle performance and eventually even lowering the total cost of ownership.

As the commercial transportation sector transitions to hydrogen energy, our key competitive advantage over other hydrogen-powered vehicle providers is thatthe technology underlying our hydrogen fuel cell systems has already been deployed in approximately 500 commercial vehicles. This means that we can offer customers commercial vehicles using road-tested Proton Exchange Membrane (“PEM”) highpower-density fuel cell stacks with power up to 240 kW, meeting the power requirements of most commercial vehicles.

We intend to integrate these PEM fuelcell stacks and related technology into a range of Hyzon-branded products, including medium and heavy-duty trucks, and city and coach buses. These vehicles are expected to also include electric propulsionsystems, hydrogen fuel storage system and vehicle controls integrated into commercially available and widely deployed truck bodies and chassis sourced from third-party OEMs. Initial deliveries ofHyzon-branded commercial vehicles are expected this year.

In addition, we are in the early stages of designingour SuperH2Truck, a purpose-built hydrogen-powered truck with a fuel cell optimized chassis that is expected to be available by 2025.

We also alreadyintegrate our and our affiliated companies’ proprietary PEM fuel cell stacks into hydrogen solutions for customers using their private labels based on customer specifications. We perform integration for on andoff-road transportation applications as well as rail and aviation customers and plan to expand our integration activities across maritime and other applications in the future. We expect the opportunities inthese sectors to continue to expand with the rapid technological advances in hydrogen-powered fuel cells and the increasing investments in hydrogen production, storage and refueling infrastructure around the world.

Our commercial vehicle business will initially be focused on manufacturing and supplying heavy-duty (Class 8) trucks, medium-duty (Class 6) trucks and 40- and 60-foot (12- and 18-meter) city and coach buses to commercial vehicle operators. Onroad, our potential customers include shipping and logistics companies and retail customers with large distribution networks, such as grocery retailers, food and beverage companies, and government agencies around the world. Off-road, our potential customers include mining and port equipment manufacturers and operators. These strategic customer groups generally employ aback-to-base model where their vehicles return to a central “base” between operations, thereby allowing operators to have fueling independence as the necessaryhydrogen can be produced locally at or proximate to the central base and dispensed at optimally-configured hydrogen refueling stations. Our fuel cell technologies are also compatible with light commercial

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vehicles among other applications. We plan to expand our range of products and hydrogen solutions if the transportation sector increasingly adopts hydrogen power and investments are made inhydrogen production and related infrastructure in accordance with our expectations.

As of March 31, 2021, we have received orders for Hyzon-branded commercial vehicles and coach buses in an aggregate value of approximately $18.2 million¹ from companies around the world and ourcounterparties have paid $1.8 million in deposits in respect of such orders. We also have an order valued at $1.47 million to integrate a hydrogen fuel cell system built around our next generation fuel cell stacks into aircraft, in respect ofwhich our counterparty has paid a deposit of $0.7 million. Our orders each include terms permitting the counterparty to cancel or suspend some or all of their obligations thereunder without cause, with little or no prior notice and withoutpenalty or early termination payments. However, we currently expect that these orders will be fulfilled and have determined that each a contract with a customer exists in accordance with ASC 606-10-25-1. The transaction price associated with the subset of these contracts entered into prior to December 31, 2020 has accordingly been disclosed asa remaining performance obligation pursuant to ASC 606-10-50-13 through 50-15 (referto Note 3: Revenues, within the Notes to Old Hyzon’s Consolidated Financial Statements as of December 31, 2020 and for the period from January 21, 2020 (inception) to December 31, 2020).

Benefits of Hydrogen

Hydrogen is the most abundant andlightest element in the universe and has the highest energy content of common combustible fuels by weight: approximately three times higher than diesel, natural gas or bioethanol. Hydrogen can also be produced locally from a wide variety ofresources and, when produced with blue/green production methods and used to power fuel cells, results in near-zero direct greenhouse gas emissions to the atmosphere. We believe that this combination of availability, energy density, local productionand near-zero emissions positions green hydrogen to become the dominant fuel source for powering commercial vehicles as the commercial transportation sector increases its focus on decarbonization.

Hydrogen has the potential to be a fuel with near-zero greenhouse gas (“GHG”) emissions. However, this varies substantially by the method used toproduce such hydrogen. Hydrogen production is typically divided into “gray”, “blue”, or “green” hydrogen, depending on the source of the hydrogen. While all three types of hydrogen result in near-zero emissions fromhydrogen-powered vehicles, blue and green hydrogen have the potential to significantly reduce the overall GHG emissions associated with transportation. By combining these potential emissions benefits with hydrogen’s increasing availability,because hydrogen has one of the highest energy densities of any common fuel, and because of its ability to be produced locally and with the declining cost of production, we believe hydrogen is positioned to become a dominant fuel source for poweringcommercial vehicles.

Gray: hydrogen produced from fossil fuel hydrocarbon feedstocks, most typically, natural gas. This is the mostcarbon-intensive pathway of generating hydrogen and also currently the most common method of producing it.

Blue: hydrogen produced using the sameconventional processes used in gray hydrogen but where carbon capture and sequestration technologies are included to capture the emitted carbon and store it instead of simply letting it be released into the atmosphere.

Green: hydrogen produced without the production of additional direct GHG emissions, including via electrolysis from electricity generated usingrenewable, carbon-negligible sources of energy, such as wind and solar, as well as via steam reformation using renewable natural gas, such as from landfill methane.

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Based on internal and third-party testing and customer-reported experiences, we believe that the principalbenefits of hydrogen fuel cells as compared to internal combustion engines include:

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In addition, based on internal and third-party testing and customer-reported experiences, we also believe that hydrogenfuel cells offer the following advantages as compared to battery-powered electric vehicles:

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The Future ofHydrogen is Now

We expect hydrogen to quickly become one of the leading commercial vehicle power sources. As described above, we believe thathydrogen fuel cells provide clear benefits over internal combustion engines and battery-powered electric propulsion, and that hydrogen-powered vehicles can be competitive on price. The production of fuel cells and hydrogen is expected to continue toscale, which we anticipate will result in a reduction in the overall cost of hydrogen-powered vehicle operations. In addition, various jurisdictions around the world are developing financial incentives encouraging the adoption of fuel celltechnology, such as the European Road Tax Savings. Further, partly due to the expected reduction in the cost of hydrogen, the fuel cell electric heavy vehicle market is expected to grow rapidly in the near term. As these various factors combine, weexpect that more hydrogen will be produced and more applications for hydrogen will be developed. Together, we believe that these shifts will have a network effect that will accelerate this energy transition to hydrogen and result in a hydrogeneconomy that is more competitive than the hydrocarbon economy in the near- to medium-term.

Our Strengths and Strategy

Our key strengths include the following:

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Key elements of our strategy include:

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Market Opportunity

The last ten years have seen the rapid development of alternative energy solutions in the transportation space. We believe this growth will continue toaccelerate as increased product offerings, technological developments, reduced costs, additional supporting infrastructure, and increased global focus on climate goals drive broader adoption. We believe that we are well positioned to capitalize onthis growth across a broad range of mobility applications, including on-road, off-road, rail, maritime and aviation.

On road, our initial target market is commercial vehicle operators, with potential customers including companies with large distribution networks. Off-road, potential customers include mining and port equipment manufacturers and operators. The common factor across these strategic customer groups is that they generally employ a back-to-base model where their vehicles return to a central “base” between operations. This allows us and our customers to provide access to one hydrogen supply source at the central base instead ofhaving to deploy, or rely on third parties to deploy, a widely dispersed network of hydrogen infrastructure for refueling. In addition to our immediate target market of powering large and medium commercial vehicles, our hydrogen fuel cell technologycan also be integrated into other mobility applications such as rail, maritime and aviation vehicles and heavy equipment. As hydrogen fuel cell mobility scales, we believe that our products will become increasingly cost-effective and in-demand. Manufacturers and operators of these complex machines seek the same benefits from hydrogen power available for large commercial on-road vehicles: lower total costof operation, improved performance, and reduced GHG emissions. Across these sectors, we have already entered into a number of non-binding memoranda of understanding and letters of intent and a limited numberof orders, as discussed further described below, under the section entitled “Our Solutions, Timelines and Existing Customers.”

In theaviation sector, our hydrogen fuel cells are currently capable of powering small (five to eight passenger) electric planes. While the adoption of hydrogen fuel cell technology remains in the nascent stage in the commercial aviation industry, astechnological advances are made in hydrogen aircraft design, including with respect to hydrogen storage, hybrid engines and fuel cell propulsion systems, our fuel cells could be used to compliment modifiedgas-turbine engines in large commercial aircraft to produce a highly efficient hybrid-electric propulsion system and contribute to the decarbonization of the aviation industry.

In the rail sector, our hydrogen fuel cells are currently capable of powering electric trains and provide the similar key benefits over battery-electrictrains that they do over battery-electric commercial vehicles.

Hydrogen fuel cells also show promise in decarbonizing the maritime industry which wouldhelp to protect the world’s oceans and marine life. Third-party studies involving the use of hydrogen and fuel cells as alternative propulsion system for commercial maritime vessels have shown the feasibility ofnear-zero-emission technologies such as hydrogen fuel cells for re-powering of today’s diesel-electric vessels in the world’s fleet. We believe that our fuelcells would be ideally suited for the commercial maritime industry and expect the range of possible applications of our hydrogen fuel cell in these sectors to continue to expand.

Government entities, states, and municipalities are another segment of the market that we believe will be active participants in the transition from internalcombustion engines to sustainably powered vehicles and equipment,

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and represent potential customers. In the U.S., the California Air Resources Board adopted the Advanced Clean Truck Regulation in June 2020 mandating truck manufacturers who certify Class 2b-8 chassis or complete vehicles with combustion engines to sell zero-emission trucks as an increasing percentage of their annual California sales from 2024 to2035. Many other States in the U.S. have expressed intent to follow similar decarbonization paths. We are also in advanced discussions with municipalities and ports in the United Kingdom and European Union.

We believe these target markets will be driven towards hydrogen-powered commercial vehicles predominantly by the need to decarbonize activities, but also bythe potential for lower total cost of ownership in comparison to the cost of ownership associated with traditional gasoline and diesel internal combustion engine vehicles. Using publicly available data, including from the National Renewable EnergyLaboratory, Hyzon management projects that a fuel cell truck can potentially achieve $0.70 total cost per mile compared to $0.93 per mile for a diesel truck.³

Given our and our competitors’ outlook on the opportunities and market demand for decarbonized hydrogen-powered commercial mobility, we believe that therapid technological advances in hydrogen-powered fuel cells, the growing abundance of low-cost renewable fuels that can be converted to hydrogen and the increasing investments in hydrogen refueling stationswill allow us to continue to be a leading innovator and supplier of hydrogen fuel supply, distribution, and hydrogen-powered commercial mobility.

Competition

The competitive landscape for our commercialvehicles ranges from vehicles relying on legacy internal combustion engines, to extended range electric and battery electric engines, to other hydrogen fuel cell and alternativelow-to-no carbon emission propulsion vehicles. Competitors include well established vehicle companies already deploying vehicles using internal fuel cell technology,such as Hyundai and Toyota, and other heavy vehicle companies that have announced their plans to offer fuel cell trucks in the future, such as Daimler and Volvo, and new entrants in heavy vehicles such as Nikola Motor Company and Arrival.

Currently, our main competitors for commercial vehicle market share are traditional internal combustion engine vehicle manufacturers, such as Hyundai, Toyota,Isuzu, Navistar, and Volvo. However, given the key advantages of hydrogen-powered vehicles over legacy internal combustion engines, as outlined under the section entitled “Benefits of Hydrogen” above, We believe we arewell-positioned to compete with internal combustion engine vehicle-providers and grow our market share in the commercial vehicle sector.

In the extendedrange electric and battery electric engine sector, our key competitors include Daimler, Nikola, Tesla, and Volvo, which enjoy the largest market share in this sector. We believe that the benefits of hydrogen-powered vehicles over extended rangeelectric and battery electric engines, as outlined under the section entitled “Benefits of Hydrogen” above, will allow our hydrogen-powered vehicles to compete favorably with electric vehicles.

Our main competitors in the hydrogen fuel cell and alternative low-to-nocarbon emission propulsion sectors include Toyota, Hyundai and Nikola. In addition, we expect traditional competitors in the internal combustion