HYDROGEN FUEL CELL MANUFACTURER HYZON TO EXIT PUBLIC MARKETS, NASDAQ DELISTING INITIATED

Hyzon Motors, a U.S.-based developer of high-performance hydrogen fuel cell systems for zero-emission industrial applications, has officially initiated its departure from public market trading. The company notified The Nasdaq Stock Market on February 20, 2025, of its intention to remove its Class A common stock and publicly-traded warrants (each exercisable at $575.00 per share) from the Nasdaq Capital Market.

Delisting Timeline and Process

The automaker expects to submit a Form 25 notification to the Securities and Exchange Commission (SEC) and Nasdaq by approximately March 4, 2025. Following this filing, the delisting will take effect 10 days later. After removal from Nasdaq, Hyzon’s securities are expected to transition to trading on OTC Markets Group Inc.'s over-the-counter platform, though the company provides no guarantee that such trading will materialize.

The securities had already been suspended from Nasdaq trading as of January 30, 2025, following a delisting determination letter the company received from Nasdaq staff on January 23. That determination referenced Hyzon’s previously disclosed Plan of Dissolution, which requires stockholder approval at a special meeting scheduled for February 27, 2025 at 9:00 A.M. Eastern Time.

Board’s Strategic Rationale

The Board of Directors determined that both the delisting and subsequent SEC deregistration align with shareholder interests. This decision emerged from comprehensive analysis of multiple factors, particularly the substantial financial burden associated with regulatory compliance. The company will no longer bear the significant costs of preparing and filing periodic SEC reports, along with extensive legal, audit, and administrative expenses tied to being a publicly reporting entity.

A major consideration involved the demanding requirements under the Sarbanes-Oxley Act of 2002 and related SEC regulations alongside Nasdaq listing standards—obligations that impose considerable strain on management resources and corporate budgets.

Company Focus and Future Direction

Hyzon specializes in deploying hydrogen fuel cell technology across demanding industrial sectors, with primary emphasis on heavy-duty Class 8 commercial vehicles and refuse collection trucks throughout North America. The company is also exploring stationary power applications in emerging markets. By transitioning away from public market obligations, management aims to redirect resources toward core technology development and market deployment rather than regulatory administration.

Forward-Looking Considerations

The company acknowledges that the delisting and deregistration process may require more time than anticipated, and anticipated benefits cannot be assured. The transition depends on various factors, including evolving regulatory frameworks and market conditions outlined in Hyzon’s SEC filings, including its 2023 Annual Report on Form 10-K and subsequent regulatory submissions.