UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Hyzon Motors Inc.
(Exact name of registrant as specified in its charter)
Delaware
82-2726724
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
599 South Schmidt Road,
Bolingbrook, IL		60440
(Address of Principal Executive Offices)(Zip Code)
Hyzon Motors Inc. 2021 Equity Incentive Plan
(Full Title of Plan)

John Zavoli
Hyzon Motors Inc.
599 South Schmidt Road
Bolingbrook, IL60440
(Name and address of agent for service)
(585) 484-9337
(Telephone number, including area code, of agent for service)

With a copy to:
Paul D. Broude, Esq.
Garrett F. Bishop, Esq.
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202-5306
(414) 319 7024 (Phone)
(414) 297 4900 (Fax)
————————————
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
Emerging growth company
☒
☒

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



EXPLANATORY NOTE

This registration statement is filed by Hyzon Motors Inc. (the “Registrant,” “we” or “us”). Pursuant to Section 4.1 of the Hyzon Motors Inc. 2021 Equity Incentive Plan (the “2021 Plan”), effective as of January 1, 2022, 2023, and 2024, the number of shares of Class A common stock, $0.0001 par value per share (“Common Stock”) issuable pursuant to the 2021 Plan was increased by 6,193,960, 6,112,730, and 6,126,341 shares of Common Stock, respectively. This registration statement registers, in the aggregate, those 18,433,031 additional shares of Common Stock issuable pursuant to the 2021 Plan. Accordingly, the contents of our previous registration statement on Form S-8 filed with the Securities and Exchange Commission on September 21, 2021 (File No. 333-259674) are incorporated by reference into this registration statement pursuant to General Instruction E of Form S-8, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits

The following is a list of exhibits filed as part of this registration statement.

Exhibit No.Description of Document
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9

5.1
23.1
23.2
24.1
107



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bolingbrook, State of Illinois on August 30, 2024.

HYZON MOTORS INC.
By:/s/ John Zavoli
Name:John Zavoli
Title:Chief Legal Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Parker Meeks, John Zavoli and Stephen Weiland, or any of them, each acting alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 (including all post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on August 30, 2024.
SignatureTitle
/s/ Parker MeeksChief Executive Officer and Director
Parker Meeks(Principal Executive Officer)
/s/ Stephen WeilandChief Financial Officer
Stephen Weiland(Principal Financial Officer)
/s/ John WaldronSenior Vice President of Finance and Accounting and Chief Accounting Officer
John Waldron(Principal Accounting Officer)
/s/ Erik AndersonDirector
Erik Anderson
/s/ Dennis EdwardsDirector
Dennis Edwards
/s/ Andrea FaraceDirector
Andrea Farace
/s/ Matthew FoulstonDirector
Matthew Foulston
/s/ Viktor MengDirector
Viktor Meng
/s/ Elaine WongDirector
Elaine Wong

Exhibit 107 Calculation of Filing Fee Tables FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________________________ HYZON MOTORS INC. (Exact name of Registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Class A Common Stock, par value $0.0001 per share, reserved for issuance pursuant to the Hyzon Motors Inc. 2021 Equity Incentive Plan Other(2) 18,433,031(1) $0.071(2) $1,308,745.20(2) 0.0001476 $193.17 Total Offering Amounts - $1,308,745.20 - $193.17 Total Fee Offsets - - - $ - Net Fee Due - - - $193.17 (1) Represents shares of Class A common stock, par value $0.0001 per share (“Common Stock”) of Hyzon Motors Inc. (the “Registrant”). Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the amount to be registered includes any additional shares of the Registrant’s Common Stock that become issuable under the Hyzon Motors Inc. 2021 Equity Incentive Plan, by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s Common Stock, as applicable. (2) Estimated in accordance with Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee based on a per share price of $0.071, the average of the high and low price of the Common Stock on August 28, 2024, as reported on the Nasdaq Capital Market.

 
AUSTIN BOSTON CHICAGO DALLAS DENVER DETROIT HOUSTON JACKSONVILLE LOS ANGELES MADISON MEXICO CITY MIAMI MILWAUKEE NEW YORK ORLANDO SACRAMENTO SALT LAKE CITY SAN DIEGO SAN FRANCISCO SILICON VALLEY TALLAHASSEE TAMPA WASHINGTON, D.C. BRUSSELS TOKYO August 30, 2024 ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX www.foley.com Hyzon Motors Inc. 599 South Schmidt Road Bolingbrook, IL 60440 Ladies and Gentlemen: We have acted as counsel for Hyzon Motors Inc., a Delaware corporation (the “Company”), in conjunction with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) on the date hereof, relating to an aggregate of 18,433,031 shares of the Company’s Class A common stock, $0.0001 par value per share (the “Shares”), which may be issued pursuant to the Hyzon Motors Inc. 2021 Equity Incentive Plan (the “Plan”). In connection with our representation, we have examined: (a) the Plan and related documents; (b) the Registration Statement, including the exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (c) the Second Amended and Restated Certificate of Incorporation of the Company, as amended to date, and Second Amended and Restated By-Laws of the Company; (d) the resolutions of the Company’s Board of Directors relating to the Plan and the issuance of the Shares thereunder; and (e) such other corporate proceedings, documents and records as we have deemed necessary or appropriate to enable us to render this opinion. In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. Insofar as this opinion relates to Shares to be issued in the future, we have assumed that all of the Shares eligible for issuance under the Plan will be issued for not less than par value. We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus that forms a part thereof, other than as expressly stated herein with respect to the issuance of the Shares. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein. For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of the Company’s authorized shares of Class A common stock, $0.0001 par value per share, available for issuance by the Company to be less than the number of then unissued Shares. Based on the foregoing, we are of the opinion that the Shares, when issued by the Company pursuant to the terms and conditions of the Plan, including any applicable award agreements, and as contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable.

 
Hyzon Motors Inc. August 30, 2024 Page 2 We consent to the filing of this opinion as exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act. Very truly yours, /s/ Foley & Lardner LLP FOLEY & LARDNER LLP

 
KPMG LLP 265 Clinton Square Rochester, NY 14604-1701 KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. Consent of Independent Registered Public Accounting Firm We consent to the use of our report dated March 22, 2024, with respect to the consolidated financial statements of Hyzon Motors Inc., incorporated herein by reference. Rochester, New York August 30, 2024

 
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