Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 23, 2025, Hyzon Motors Inc. (the "Company") received a determination letter (the "Delisting Notification") from The Nasdaq Stock Market ("Nasdaq") stating that the Nasdaq staff ("Staff") determined, in accordance with Listing Rules 5101 and 5110(b) and Nasdaq Listing Rule IM 5101-1, that the Company's securities, including its Class A common stock, par value $0.0001 per share, and public warrants, will be delisted from Nasdaq. The Delisting Notification indicates that the Staff's determination was based on, among other items, the Company's previously announced Plan of Dissolution to which the Company is asking its stockholders to approve at a Special Meeting of Stockholders to be held on February 13, 2025 at 9:00 A.M. Eastern Time and associated public interest concerns raised by such request.

Per the Delisting Notification, the Company's securities will be suspended at the opening of business on January 30, 2025, and a Form 25-NSE will be filed by Nasdaq with the Securities and Exchange Commission, which will remove the Company's securities from listing and registration on Nasdaq.

The Delisting Notification states that the Company may appeal the Staff's determination to delist the Company's securities, however, even if the Company appeals the Staff's determination, the Company's securities will be suspended from trading at the opening of business on January 30, 2025.