[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents the company's financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The September 30, 2021 financial statements reflect significant post-business combination changes, including increased assets, first revenue, and net income from non-cash fair value adjustments [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The September 30, 2021 balance sheet reflects a dramatic increase in assets, primarily cash, post-business combination, with corresponding growth in liabilities and equity Condensed Consolidated Balance Sheets Highlights (in thousands) | Balance Sheet Item | September 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $498,014 | $17,139 | | Total current assets | $543,820 | $17,987 | | Total Assets | $562,818 | $21,005 | | **Liabilities & Equity** | | | | Total current liabilities | $33,294 | $5,063 | | Earnout liability | $114,758 | $— | | Total liabilities | $162,079 | $6,244 | | Total Stockholders' Equity | $400,739 | $14,761 | [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) For Q3 2021, Hyzon reported its first revenue and a significant operating loss, which was offset by non-cash fair value adjustments leading to net income Statement of Operations Highlights (in thousands, except per share amounts) | Metric | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2021 | For the period Jan 21, 2020 – Sep 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $962 | $— | $962 | $— | | Loss from operations | $(49,612) | $(540) | $(62,657) | $(833) | | Change in fair value of earnout liability | $73,615 | $— | $73,615 | $— | | Net income (loss) | $31,253 | $(556) | $13,154 | $(854) | | Diluted EPS attributable to Hyzon | $0.13 | $— | $0.07 | $(0.01) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2021, cash flows reflect significant usage in operations and investing, largely offset by substantial financing proceeds from the Business Combination Cash Flow Summary for the Nine Months Ended September 30, 2021 (in thousands) | Cash Flow Category | Amount | | :--- | :--- | | Net cash used in operating activities | $(56,236) | | Net cash used in investing activities | $(17,584) | | Net cash provided by financing activities | $558,108 | | **Net change in cash and restricted cash** | **$483,435** | - The Business Combination provided net proceeds of **$512.9 million**, which was the primary source of cash for the period[20](index=20&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail accounting policies, the Business Combination's reverse recapitalization, first revenue, warrant and earnout liabilities, related-party transactions, and ongoing legal proceedings - The Business Combination with DCRB, completed on July 16, 2021, was accounted for as a reverse recapitalization, with Legacy Hyzon as the accounting acquirer[22](index=22&type=chunk)[41](index=41&type=chunk) - The company recognized its first revenue of **$1.0 million** from the sale of fuel cell vehicles in Q3 2021 and has remaining performance obligations of **$20.6 million** as of September 30, 2021[53](index=53&type=chunk)[57](index=57&type=chunk) - The company is involved in putative securities class action lawsuits following a short-seller report by Blue Orca Capital on September 28, 2021, and Hyzon intends to vigorously defend against these claims[81](index=81&type=chunk) - A significant stock-based compensation expense of **$13.4 million** was recognized in September 2021 related to a retirement and consulting agreement with the former Chief Technology Officer[88](index=88&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the business overview, post-combination financial performance, including first revenue, increased expenses, non-cash driven net income, liquidity, and critical accounting policies - The company operates two main business lines: commercial vehicles (assembling and supplying fuel cell electric vehicles) and hydrogen supply infrastructure (building a clean hydrogen ecosystem with partners)[114](index=114&type=chunk)[115](index=115&type=chunk)[118](index=118&type=chunk) - As of September 30, 2021, Hyzon had received customer orders with an aggregate value of approximately **$20.6 million** and had received **$11.0 million** in customer deposits[129](index=129&type=chunk) - The increase in Selling, General and Administrative expenses in Q3 2021 was primarily driven by **$26.7 million** in stock compensation expense, which included **$13.4 million** for a key executive's retirement and **$13.1 million** for earnout equity awards from the Business Combination[145](index=145&type=chunk) Reconciliation to Adjusted EBITDA (in thousands) | Metric | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net income (loss) | $31,253 | $13,154 | | EBITDA | $31,730 | $18,921 | | **Adjusted EBITDA** | **$(15,168)** | **$(27,100)** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is not required to provide quantitative and qualitative disclosures about market risk because it qualifies as a smaller reporting company under SEC regulations - As a smaller reporting company, Hyzon is exempt from the requirement to provide the information for this item pursuant to Item 305(e) of Regulation S-K[208](index=208&type=chunk) [Item 4. Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were ineffective as of September 30, 2021, due to a material weakness in internal control over financial reporting, with remediation plans underway - The Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were not effective as of September 30, 2021[211](index=211&type=chunk) - A material weakness was identified due to insufficient financial reporting resources, lack of segregation of duties, and inadequate control oversight over the financial reporting process, which is common for a company of its size and limited operating history[213](index=213&type=chunk) - Remediation plans are in progress, including hiring more finance and accounting personnel, developing formal policies, and adopting new technological solutions to address the material weakness[215](index=215&type=chunk)[216](index=216&type=chunk) [PART II – OTHER INFORMATION](index=43&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section covers legal proceedings, updated risk factors, unregistered equity sales, and a list of exhibits [Item 1. Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates by reference the information from Note 11 of the financial statements, which details ongoing legal matters, including putative securities class action lawsuits - The company refers to Note 11 for details on legal proceedings, which include securities class action lawsuits filed in Q3 2021[220](index=220&type=chunk)[81](index=81&type=chunk) [Item 1A. Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) The company highlights new litigation and regulatory risks following a short-seller report, and reiterates risks from material weaknesses in internal control over financial reporting - A new risk factor has emerged related to litigation, regulatory actions, and government investigations following a short-seller report by Blue Orca Capital in September 2021[222](index=222&type=chunk) - The company has identified and is working to remediate material weaknesses in its internal control over financial reporting, which could impact the accuracy of financial statements if not corrected[224](index=224&type=chunk)[225](index=225&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=44&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Information regarding unregistered sales of equity securities and the use of proceeds is contained in the company's Current Report on Form 8-K, filed with the SEC on July 22, 2021 - This item refers to the Form 8-K filed on July 22, 2021, for relevant information[228](index=228&type=chunk) [Item 6. Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including corporate governance documents, agreements, plans, and required certifications

Hyzon Motors Inc. (NASDAQ:HYZN) Q3 2021 Results Conference Call November 12, 2021 8:30 AM ET Company Participants Darla Rivera - Investor Relations Manager Craig Knight - Chief Executive Officer Parker Meeks - Chief Strategy Officer Mark Gordon - Chief financial officer Conference Call Participants Rob Wertheimer - Melius Research Jerry Revich - Goldman Sachs William Peterson - J.P. Morgan Securities LLC Daniel Ives - Wedbush Securities Michael Shlisky - DA Davidson & Co Steven Fox - Fox Advisors LLC Operat ...

[PART I—FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) This section provides interim financial statements, management's analysis, market risk disclosures, and details on internal controls and procedures [Interim Financial Statements](index=5&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section presents the unaudited condensed financial statements for Decarbonization Plus Acquisition Corporation (DCRB) for the period ended June 30, 2021, prior to its business combination with Legacy Hyzon, reflecting its status as a blank check company [Condensed Balance Sheets](index=5&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2021, DCRB's total assets were approximately **$226.7 million**, primarily investments in the Trust Account, with significant warrant liabilities Condensed Balance Sheet Data (unaudited) | Balance Sheet Item | June 30, 2021 (USD) | December 31, 2020 (USD) | | :--- | :--- | :--- | | **Total Assets** | **$226,671,136** | **$226,789,721** | | Investment held in Trust Account | $225,734,427 | $225,727,721 | | **Total Liabilities** | **$55,748,971** | **$46,572,838** | | Warrant liabilities | $40,763,719 | $33,600,270 | | Deferred underwriting fee payable | $7,900,376 | $7,900,376 | | Class A common stock subject to possible redemption | $165,922,160 | $175,216,880 | | **Total Stockholders' Equity** | **$5,000,005** | **$5,000,003** | [Condensed Statements of Operations](index=6&type=section&id=Condensed%20Statements%20of%20Operations) For the three and six months ended June 30, 2021, DCRB reported net losses primarily driven by administrative expenses and changes in warrant liability fair value Statement of Operations Highlights (unaudited) | Metric | Three Months Ended June 30, 2021 (USD) | Six Months Ended June 30, 2021 (USD) | | :--- | :--- | :--- | | General and administrative expenses | $1,361,853 | $2,137,975 | | Change in fair value of warrant liabilities | ($6,824,865) | ($7,163,449) | | Interest earned on marketable securities | $3,372 | $6,706 | | **Net Loss** | **($8,183,346)** | **($9,294,718)** | [Condensed Statements of Changes in Stockholders' Equity](index=7&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity) For the six months ended June 30, 2021, total stockholders' equity remained stable at approximately **$5.0 million**, with the accumulated deficit increasing due to net loss - The accumulated deficit increased by **$9,294,718** during the first six months of 2021, reflecting the net loss for the period[16](index=16&type=chunk) [Condensed Statements of Cash Flows](index=8&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2021, net cash used in operating activities was positive, primarily due to non-cash adjustments for warrant liabilities and increased accounts payable Cash Flow from Operating Activities (unaudited) | Metric | Six Months Ended June 30, 2021 (USD) | | :--- | :--- | | Net loss | ($9,294,718) | | Change in fair value of warrant liabilities | $7,163,449 | | Changes in operating assets and liabilities | $2,305,259 | | **Net cash used in operating activities** | **$167,284** | [Notes to Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes detail DCRB's nature as a SPAC, IPO and trust account specifics, accounting policies for warrants, related-party transactions, and the subsequent business combination with Legacy Hyzon - On July 16, 2021, the company consummated its business combination with Legacy Hyzon, changing its name to Hyzon Motors Inc. This was a significant event that occurred after the reporting period[128](index=128&type=chunk) - The company accounts for public and private warrants as liabilities, measured at fair value at each reporting period, with changes in fair value recognized in the statement of operations[53](index=53&type=chunk)[54](index=54&type=chunk) - The Sponsor and related parties engaged in several transactions, including purchasing Founder Shares and Private Placement Warrants, providing loans, and an administrative support agreement[72](index=72&type=chunk)[78](index=78&type=chunk)[84](index=84&type=chunk)[89](index=89&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on DCRB's financial condition and operations as a blank check company prior to the Legacy Hyzon business combination - The company was a blank check company whose activities were related to its formation, IPO, and search for a business combination target until the merger with Legacy Hyzon on July 16, 2021[135](index=135&type=chunk)[141](index=141&type=chunk) Net Loss Summary | Period | Net Loss (USD) | Key Drivers | | :--- | :--- | :--- | | Three months ended June 30, 2021 | ~$8.2 million | $1.4M G&A expenses, $6.8M change in warrant liability value | | Six months ended June 30, 2021 | ~$9.2 million | $2.1M G&A expenses, $7.2M change in warrant liability value | - Liquidity needs were met through IPO proceeds held outside the Trust Account and a **$1.5 million** promissory note from the Sponsor, which converted into warrants at the business combination closing[146](index=146&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, DCRB is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is therefore not required to provide quantitative and qualitative disclosures about market risk[159](index=159&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that DCRB's disclosure controls were ineffective as of June 30, 2021, due to a material weakness in warrant accounting, necessitating a restatement - Management concluded that disclosure controls and procedures were not effective as of June 30, 2021[161](index=161&type=chunk) - The ineffectiveness was due to a material weakness in internal controls related to the accounting for warrants, which required the company to reclassify them as liabilities and led to a restatement of prior financial statements[161](index=161&type=chunk)[163](index=163&type=chunk)[165](index=165&type=chunk) - Remediation efforts include enhancing processes to apply accounting requirements, providing better access to accounting literature, and increasing communication with third-party professionals[164](index=164&type=chunk) [PART II – OTHER INFORMATION](index=32&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section details legal proceedings, updated risk factors, equity sales, defaults, and a list of filed exhibits [Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) DCRB is not a party to material legal proceedings but faces two stockholder lawsuits related to the business combination, which it believes are without merit - The company is not currently a party to any material legal proceedings[168](index=168&type=chunk) - Two lawsuits were filed by purported stockholders against DCRB and its directors related to the business combination, alleging breaches of fiduciary duty. The company believes these claims are without merit[169](index=169&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) Following the business combination, prior risk factors are obsolete, and current risks are detailed in the Definitive Proxy Statement filed June 21, 2021 - Due to the closing of the Business Combination, prior risk factors are obsolete. For current risk factors, the company refers to its Definitive Proxy Statement (file No. 001-39632) filed on June 21, 2021[170](index=170&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) DCRB reports no unregistered sales of equity securities or use of proceeds for the reporting period - None[171](index=171&type=chunk) [Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) DCRB reports no defaults upon senior securities - None[172](index=172&type=chunk) [Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to DCRB - Not applicable[173](index=173&type=chunk) [Other Information](index=32&type=section&id=Item%205.%20Other%20Information) DCRB reports no other information - None[173](index=173&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits.) This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, agreements, and required certifications - Exhibits filed include key corporate governance documents, registration rights agreements, employment agreements for executives Craig Knight, George Gu, and Mark Gordon, and required CEO/CFO certifications[175](index=175&type=chunk)

Financial Data and Key Metrics Changes - The company reported total operating expenses of $9.3 million and a net loss of $9.4 million, resulting in a net loss of $0.10 per share [19] - EBITDA was reported at negative $9.1 million, which was significantly above internal plans as the company managed costs effectively [20] - Cash on hand exceeded $500 million with no debt, allowing for continued investment in growth [23] Business Line Data and Key Metrics Changes - The backlog under contract or MOU grew from $40 million to $83 million over the last six months, indicating strong customer uptake [24] - The company delivered three heavy trucks since mid-July, marking the beginning of seed sales [12] Market Data and Key Metrics Changes - The company is expanding its market presence in Europe and Australia, with additional customer uptake reported [12] - A new agreement was signed with TTSI in California to trial a Class A Fuel Cell Electric truck, expected to commence in Q4 [13] Company Strategy and Development Direction - The company aims to be a leader in the transition to net zero emissions, focusing on hydrogen-powered commercial vehicles [11][17] - Strategic partnerships have been established to enhance the portfolio, including a $2.5 million investment in Raven SR for hydrogen supply [15] - The company is broadening its addressable market by targeting high power on and off-road applications and long-distance heavy trucking [16] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the demand for hydrogen solutions, supported by federal actions to reduce vehicle emissions [14] - The company anticipates achieving free cash flow by 2024 without needing to sell additional equity [21] - Management acknowledged supply chain challenges but indicated proactive measures were taken to secure inventory [41] Other Important Information - The company plans to reach operational capacity in New York and Illinois by the first half of 2022 [17] - The focus remains on maintaining a high gross margin while managing costs effectively [72] Q&A Session Summary Question: Supply chain challenges and vehicle acquisition - Management acknowledged supply chain challenges but expressed confidence in securing the necessary components for vehicle production [40][41] Question: Customer conversations and competition with battery electric vehicles - Management noted that hydrogen vehicles are seen as a viable solution for high-utilization commercial vehicles, while battery electric vehicles have their place in the market [45][46] Question: TTSI order strategy and competition - Management explained that TTSI is evaluating various technologies, including hydrogen, to meet their operational needs, emphasizing the suitability of hydrogen for high-utilization applications [62][63] Question: Subsidy approval process in California - Management confirmed that the certification process for subsidies is underway and expected to be completed within six to nine months [67][69] Question: Cash burn and financial outlook - Management indicated a modest cash burn of less than $50 million for the remainder of the year, focusing on cost management and maintaining margins [74] Question: User experience with initial vehicle deployments - Management reported positive feedback from early customers regarding vehicle performance and ease of use, highlighting the advantages of hydrogen vehicles over diesel [106][116]

[PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section details the company's financial performance, condition, and operational controls, including the proposed business combination with Hyzon Motors [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company's Q1 2021 financial statements show a **$1.1 million** net loss and **$226.6 million** in assets, largely held in a trust account [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets were **$226.6 million** as of March 31, 2021, primarily trust account investments, with total liabilities at **$47.5 million** Condensed Consolidated Balance Sheet Summary | Balance Sheet Item | March 31, 2021 (unaudited) ($) | December 31, 2020 ($) | | :--- | :--- | :--- | | **Assets** | | | | Investment held in Trust Account | $225,731,056 | $225,727,721 | | Total assets | $226,647,577 | $226,789,721 | | **Liabilities & Equity** | | | | Warrant liabilities | $33,938,854 | $33,600,270 | | Total liabilities | $47,542,066 | $46,572,838 | | Class A common stock subject to possible redemption | $174,105,510 | $175,216,880 | | Total stockholders' equity | $5,000,001 | $5,000,003 | [Unaudited Condensed Consolidated Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) For Q1 2021, the company reported a **$1.1 million** net loss, mainly from general and administrative expenses and non-cash warrant liability fair value changes Statement of Operations Summary | Item | For the Period Ended March 31, 2021 ($) | For the Period Ended March 31, 2020 ($) | | :--- | :--- | :--- | | General and administrative expenses | $776,122 | $859 | | Loss from operations | ($776,122) | ($859) | | Interest earned on marketable securities | $3,334 | $ - | | Change in fair value of warrant liabilities | ($338,584) | $ - | | **Net loss** | **($1,111,372)** | **($859)** | | Basic and diluted net loss per non-redeemable common share | ($0.20) | ($0.00) | [Notes to Financial Statements](index=7&type=section&id=Notes%20to%20Financial%20Statements) Notes detail the company's SPAC formation, IPO, Hyzon Motors business combination, warrant accounting, and a going concern uncertainty - The company is a SPAC formed to effect an Initial Business Combination and has **24 months** from its **October 2020 IPO** to do so[13](index=13&type=chunk)[19](index=19&type=chunk) - On **February 8, 2021**, the Company entered into a definitive business combination agreement with Hyzon Motors, Inc., with the transaction expected to close in the **second quarter of 2021**[76](index=76&type=chunk) - A going concern uncertainty exists due to a working capital deficit of **$5.7 million** as of **March 31, 2021**, but management believes it has sufficient access to funds from its Sponsor to meet obligations for the next year[26](index=26&type=chunk)[29](index=29&type=chunk) - Warrants are accounted for as liabilities on the balance sheet, with changes in fair value recognized in the statement of operations, resulting in a non-cash loss of **$338,584** for the period ended March 31, 2021[42](index=42&type=chunk)[94](index=94&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, **$1.1 million** net loss, and liquidity, highlighting its blank check status and the Hyzon Motors business combination - The company is a blank check company focused on the global decarbonization sector, having raised approximately **$225.7 million** in its IPO and over-allotment[105](index=105&type=chunk)[106](index=106&type=chunk)[109](index=109&type=chunk) - The company has a **24-month deadline** from **October 22, 2020**, to complete an initial business combination or it will be required to liquidate and return funds from the Trust Account to public shareholders[110](index=110&type=chunk) [Proposed Business Combination](index=22&type=section&id=Proposed%20Business%20Combination) A definitive business combination agreement with Hyzon Motors Inc. was signed on February 8, 2021, supported by a **$400 million** PIPE investment and related agreements - A definitive business combination agreement was signed with Hyzon Motors Inc. on **February 8, 2021**, with an expected closing in **Q2 2021**[111](index=111&type=chunk) - The transaction is supported by a private placement (PIPE) of **$400 million** from the sale of **40.5 million shares** of Class A common stock at $10.00 per share[116](index=116&type=chunk) - Key Hyzon stockholders, representing **~90%** of outstanding shares, have entered into a **six-month** lock-up agreement for their shares post-merger[112](index=112&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) Q1 2021 net loss was approximately **$1.1 million**, primarily due to general and administrative expenses and non-cash warrant liability fair value changes Quarterly Net Loss Comparison | Period | Net Loss ($) | Key Components | | :--- | :--- | :--- | | Q1 2021 | ~$1.1 million | $0.8M G&A expenses, $0.3M change in warrant liability fair value, $3.3k interest income | | Q1 2020 | ~$0.9 thousand | $0.9k G&A expenses | [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is supported by initial Sponsor contributions and private placement proceeds, with potential for additional working capital loans from the Sponsor - Initial liquidity was provided by the Sponsor through a **$25,000** capital contribution and a **$300,000** loan, which was fully repaid in **October 2020**[125](index=125&type=chunk) - Post-IPO liquidity is satisfied by proceeds from the Private Placement held outside the Trust Account, and the Sponsor may provide additional working capital loans if needed[125](index=125&type=chunk)[126](index=126&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exempt from providing quantitative and qualitative disclosures about market risk due to its status as a smaller reporting company - The company is exempt from providing quantitative and qualitative disclosures about market risk because it qualifies as a smaller reporting company[142](index=142&type=chunk) [Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were ineffective as of March 31, 2021, due to a material weakness in warrant accounting, requiring a remediation plan - Management concluded that disclosure controls and procedures were not effective as of **March 31, 2021**[144](index=144&type=chunk) - A material weakness was identified in internal controls related to the accounting for warrants issued in connection with the IPO, which required a restatement of financial statements[147](index=147&type=chunk)[148](index=148&type=chunk) - A remediation plan is being implemented, which includes enhanced access to accounting literature and increased communication with third-party professionals[147](index=147&type=chunk) [PART II – OTHER INFORMATION](index=28&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, and other relevant information not included in Part I [Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) No legal proceedings were reported for the period - There were no legal proceedings to report[151](index=151&type=chunk) [Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors were reported - No material changes have occurred in the risk factors previously disclosed in the Form 10-K/A[152](index=152&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or changes in the use of proceeds were reported - None reported[153](index=153&type=chunk) [Other Information](index=28&type=section&id=Item%205.%20Other%20Information) No other information was reported for the period - None reported[156](index=156&type=chunk) [Exhibits](index=29&type=section&id=Item%206.%20Exhibits.) This section lists all exhibits filed with the Form 10-Q, including the Hyzon Business Combination Agreement and related documents - Key exhibits filed include the Business Combination Agreement, Lock-Up Agreement, Founder Warrant Agreement, and forms of Subscription Agreements related to the proposed merger with Hyzon[158](index=158&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39632 Decarbonization Plus Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) | Delaware | | 82-2726724 | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39632 Decarbonization Plus Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 82-2726724 (State or ...