Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
As previously reported, on February 3, 2023, Hyzon Motors Inc. (the “Company”) received a Staff Determination (the “Staff Determination”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, unless the Company requested an appeal, trading of the Company’s Class A common stock and warrants would be suspended from The Nasdaq Capital Market at the opening of business on February 14, 2023. A stay of delisting was granted pending a hearing with the Nasdaq Hearings Panel (the “Hearings Panel”). The delisting hearing was held on March 16, 2023 before the Hearings Panel. On March 31, 2023, the Company received a letter from the Hearings Panel indicating that the Hearings Panel granted the Company’s request for continued listing until May 15, 2023, in order to allow the Company to regain compliance with Nasdaq Listing Rule 5250(c)(1) (the “Periodic Filing Rule”), subject to the condition that on or before May 15, 2023, the Company shall have filed with the Securities and Exchange Commission (the “SEC”) all delinquent reports, in compliance with the Periodic Filing Rule.
On April 3, 2023, the Company filed a Form 12b-25 to report that its Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10- K”) would not be filed within the prescribed time period. On April 6, 2023, the Company received an additional Staff Determination (the “Additional Staff Determination”) from the Staff notifying the Company that, because the Staff did not receive the 2022 Form 10-K, the Company does not comply with Nasdaq’s Listing Rules for continued listing, thus constituting an additional basis for delisting the Company’s securities from The Nasdaq Capital Market. The Additional Staff Determination further notified the Company that the Hearings Panel will consider this matter in their decision regarding the Company’s continued listing on The Nasdaq Capital Market, and that the Company should present its views with respect to this additional deficiency to the Hearings Panel in writing no later than April 13, 2023. In view of the Hearings Panel’s decision granting the Company’s request for continued listing until May 15, 2023, the Company responded to the Additional Staff to present the Company’s views with respect to this additional deficiency.
On May 5, 2022, the Company notified the Hearings Panel and the Staff that the Company determined that it was necessary to seek an extension to May 31, 2023 to complete the annual audit of the Company’s financial statements for the year ended December 31, 2022, for the Company to file its Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) by May 31, 2022, and to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Q1 2023 Form 10-Q”) by June 7, 2023. On May 10, 2023, the Hearings Panel granted the Company’s requested extensions, providing the Company until May 31, 2023 to file the 2022 Form 10-K, and until June 7, 2023 to file the Q1 2023 Form 10-Q.
On May 16, 2023, the Company filed Form 12b-25 (Notification of Late Filing) to report that it will not file the Q1 2023 Form 10-Q by the extended filing date pursuant to Rule 12b-25. The Company reported that, as previously reported in the Company’s Current Report on Form 8-K filed with the SEC on May 11, 2023, the Company plans to file the Q1 2023 Form 10-Q on or before June 7, 2023.
On May 17, 2023, the Company received a second additional Staff Determination (the “Second Additional Staff Determination”) from the Staff notifying the Company that, because the Staff did not receive the Q1 2023 Form 10-Q, the Company does not comply with Nasdaq’s Listing Rules for continued listing, thus constituting an additional basis for delisting the Company’s securities from The Nasdaq Capital Market. The Second Additional Staff Determination further notified the Company that the Hearings Panel will consider this matter in their decision regarding the Company’s continued listing on The Nasdaq Capital Market, and that the Company should present its views with respect to this additional deficiency to the Hearings Panel in writing no later than May 24, 2023. In view of the Hearings Panel’s decision granting the Company’s request for extension to file the Q1 2023 Form 10-Q by June 7, 2023, the Company intends to respond to the Second Additional Staff Determination by May 24, 2023, to present the Company’s views with respect to this additional deficiency.
