Hyzon Announces Stockholder Approval of Assignment Proposal and Dissolution Proposal

Rhea-AI Summary

Hyzon Motors, a hydrogen fuel cell system manufacturer, announced that stockholders have approved two critical proposals at a special meeting on March 25, 2025. The first proposal authorizes the transfer of substantially all company assets through an assignment for creditor benefit, while the second approves the company's liquidation and dissolution.

The proposals, initially announced on December 20, 2024, received approximately 56% approval from the voting power of outstanding Class A common stock and Series A Preferred Stock holders, surpassing the required majority threshold. The voting record date was set for February 28, 2025.

While the company plans to proceed with the assignment for creditors' benefit in the near future, the exact timing of the assignment and subsequent dissolution will be determined by the Board, with no guarantee of occurrence. This decision marks a significant turning point for the zero-emission power technology developer focused on industry decarbonization.

Positive

• None.

Negative

• Company approved for complete dissolution and liquidation
• All company assets to be transferred to creditors
• Potential complete loss of shareholder value through dissolution process

Insights

Corporate Restructuring Specialist

Hyzon's announcement represents a terminal corporate event as shareholders have approved both the Assignment Proposal and Dissolution Proposal with 56% support. This decision authorizes the company to liquidate assets and wind down operations completely.

An assignment for the benefit of creditors (ABC) is a state-law alternative to federal bankruptcy proceedings that typically allows for more expedient asset disposition. In this process, Hyzon will transfer substantially all assets to an assignee who will liquidate them to satisfy creditor claims according to statutory priority.

For shareholders, this development carries severe negative implications. In liquidation scenarios, equity holders stand last in the repayment hierarchy, behind secured and unsecured creditors. Given Hyzon's current market capitalization of just $4.97 million and distressed share price of $0.64, shareholders will likely experience complete or near-complete investment loss.

While the board retains discretion regarding implementation timing and could theoretically reverse course, the shareholder approval marks a definitive step toward company dissolution. The formal wind-down process typically results in delisting from exchanges and eventual corporate extinction.

Corporate Governance Analyst

This shareholder vote represents a decisive governance milestone in Hyzon's corporate lifecycle. With the required majority threshold achieved (56% of voting power), the board now has the formal authorization to proceed with both the asset assignment and company dissolution processes.

The board's December 2024 recommendation of these proposals and subsequent shareholder approval indicate a thorough evaluation of strategic alternatives concluded with the determination that orderly liquidation represents the most appropriate path forward. Such decisions typically follow exhaustion of financing options, strategic sale possibilities, and operational turnaround attempts.

The disclosure notes the board maintains discretion regarding implementation timing and could potentially abandon or modify these plans. However, this standard legal language should not be misinterpreted as signaling hesitation – shareholder approval of dissolution typically represents an irreversible inflection point in a company's existence.

For hydrogen industry observers, Hyzon's dissolution removes a U.S.-based fuel cell system manufacturer from the competitive landscape. The company had positioned itself in the zero-emission power sector targeting industrial decarbonization, but will now discontinue these efforts as it proceeds through the dissolution process.

BOLINGBROOK, Ill., March 25, 2025 /PRNewswire/ -- Hyzon Motors Inc. ("Hyzon" or the "Company"), a U.S.-based, high-performance, hydrogen fuel cell system manufacturer and technology developer focused on providing zero-emission power to decarbonize the most demanding industries, today announced that, at the Company's special meeting of stockholders (the "Special Meeting") held earlier today, its stockholders voted to approve the transfer of all or substantially all of the Company's assets through an assignment for the benefit of creditors (the "Assignment," and such proposal, the "Assignment Proposal") and the liquidation and dissolution of the Company pursuant to a plan of dissolution (the "Dissolution," and such proposal, the "Dissolution Proposal"). The Company announced on December 20, 2024, that its board of directors (the "Board") had approved the plan of dissolution and that it was seeking stockholder approval of the Assignment Proposal and the Dissolution Proposal.

Approval of the Assignment Proposal and the Dissolution Proposal required the affirmative vote by holders of a majority of the voting power of the outstanding shares of the Company's Class A common stock and Series A Preferred Stock entitled to vote on the proposals. Approximately 56% of the outstanding voting power of the Company's Class A common stock and Series A Preferred Stock as of February 28, 2025, the record date for the Special Meeting, were voted in favor of each of the proposals.

The Company currently plans to make an assignment for the benefit of creditors in the near future and at the appropriate time, though the timing of an assignment and subsequent dissolution will be determined by the Board and may not occur at all.

Forward-Looking Statements

Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute forward-looking statements. The words "expect," "intend," "continue," "potential," "may," "will" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements in this press release include, but are not limited to, statements concerning the amounts that will need to be set aside by the Company; the adequacy of such reserves to satisfy the Company's obligations; unresolved contingent liabilities of the Company; the amount of proceeds that might be realized from the sale or other disposition of the Company's primary assets; the incurrence by the Company of expenses relating to the Assignment and Dissolution; and the ability of the Board to abandon, modify or delay implementation of the Assignment and Dissolution prior to filing the certificate of dissolution. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors including those risks, uncertainties and other factors that could cause actual results to differ from the results in these forward-looking statements are discussed under the section "Risk Factors" in the proxy statement that was filed with the SEC in connection with the Assignment and Dissolution, as supplemented (the "Proxy Statement"). Please carefully consider these factors, as well as other information contained in the Proxy Statement, and in the Company's periodic reports and documents filed with the SEC. The forward-looking statements included in this document are made only as of the date hereof.

View original content:https://www.prnewswire.com/news-releases/hyzon-announces-stockholder-approval-of-assignment-proposal-and-dissolution-proposal-302411227.html

SOURCE Hyzon Motors Inc.

FAQ

What percentage of Hyzon (HYZN) stockholders approved the dissolution proposal in March 2025?

Approximately 56% of the voting power of Hyzon's Class A common stock and Series A Preferred Stock voted in favor of the dissolution proposal.

When did Hyzon Motors first announce its plan for dissolution to stockholders?

Hyzon's board of directors announced the plan of dissolution on December 20, 2024.

What are the two main proposals approved by HYZN stockholders in March 2025?

Stockholders approved the Assignment Proposal for transferring company assets to benefit creditors and the Dissolution Proposal for company liquidation and dissolution.

Is there a guaranteed timeline for Hyzon's dissolution process?

No, while planned for the near future, the exact timing will be determined by the Board and may not occur at all.