Material Event Form 8 K

Item 8.01. Other Events.

As previously disclosed, Hyzon Motors Inc. (the "Company") entered into a Sales Agreement (the "Sales Agreement") with Roth Capital Partners, LLC (the "Sales Agent") dated June 6, 2024. The Sales Agreement also included BTIG, LLC ("BTIG") as a Sales Agent thereunder, and pursuant to the existing terms of the Sales Agreement, the Company and BTIG mutually agreed, pursuant to a notice of termination dated September 20, 2024, that BTIG would no longer participate as agent or principal with respect to any offerings under the Sales Agreement. Pursuant to the Sales Agreement, the Sales Agent will act as the Company's agent with respect to an offering and sale, at any time and from time to time, of the Company's Class A common stock, par value $0.0001 per share (the "Shares"). The Company has authorized the sale, at its discretion, of Shares in an aggregate offering amount up to $50,000,000 under the Sales Agreement. Sales of the Shares, if any, will be made in "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). The Sales Agent will use commercially reasonable efforts consistent with normal trading and sales practices.

The Shares to be sold under the Sales Agreement, if any, will be issued and sold pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-280006), previously filed with the Securities and Exchange Commission ("SEC") on June 6, 2024, and declared effective by the SEC on June 26, 2024.

On September 25, 2024, the Company filed a prospectus supplement related to the Company's "at the market offering" with the SEC. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares nor shall there be any sale of Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The legal opinion of Foley & Lardner LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.