---
schema_version: "secwatch.filing_event.v1"
accession: "0001716583-25-000033"
form_type: "8-K"
ticker: null
cik: "0001716583"
company_name: "Hyzon Motors Inc."
filed_at: "2025-02-27T23:59:59+00:00"
generated_at: "2026-05-26T02:15:31.743505+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Hyzon sells special voting share to acting CEO; moves to dissolve company

## Summary
- Issued one share of Series A Preferred Stock to Acting CEO for $1; share carries voting power equal to all outstanding common shares on dissolution vote.
- Amended bylaws to set quorum at one-third of voting power outstanding, replacing prior share-count basis.
- Filed Certificate of Designation for Series A Preferred; share automatically redeemed for $0.01 after dissolution vote.
- Reconvened special meeting adjourned; company will hold new meeting to vote on Assignment Proposal and Dissolution Proposal (liquidation).
- Subscription Agreement (Ex. 10.1) includes representations by CEO acknowledging going-concern risk and high economic risk.

## SEC filing metadata
- accession: 0001716583-25-000033
- form_type: 8-K
- cik: 0001716583
- company_name: Hyzon Motors Inc.
- filed_at: 2025-02-27T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 3.01, 5.03, 3.02, 1.01, 3.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1716583/000171658325000033/0001716583-25-000033-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1716583/000171658325000033/hyzn-20250227.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001716583-25-000033
- JSON: https://secwatch.observer/filing/0001716583-25-000033.json
- Plain text: https://secwatch.observer/filing/0001716583-25-000033.txt

## Key facts
- Governance Changes
  Hyzon Motors Inc.: Changed quorum requirement for stockholder meetings to one-third of voting power of outstanding shares entitled to vote, instead of number of shares outstanding or present (effective 2025-02-27).
  - Change: bylaw amendment
  - Effective: 2025-02-27
  source text: On February 27, 2025, the Board of Directors of the Company (the “Board”) approved an amendment of the Company’s Third Amended and Restated By-Laws (as amended from time to time, the “Bylaws”), effective as of February 27, 2025, to change the quorum for the transaction of business at stockholder meetings to one-third of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote on a matter at the meeting, present in person or represented by proxy.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1716583/000171658325000033/0001716583-25-000033-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.