Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time resultingįrom the conversion of Company Convertible Notes will be canceled and converted into the right to receive one share of DCRB Class A Common Stock and the contingent right to receive the Earnout Shares. The number of shares of Class A Common Stock, par value $0.0001 per share, of DCRB ( DCRB Class A Common Stock) equal to the Exchange Ratio and the contingent right to receive additional shares of DCRBĬlass A Common Stock as additional consideration upon the occurrence of certain triggering events ( Earnout Shares). Held by Ascent Funds Management LLC (∺scent Funds) will be automatically converted into that number of shares of Company Common Stock in accordance with the terms of that certain Amended and Restated Side Letter Agreement, dated as ofĪugust 12, 2020 and amended on February 8, 2021, by and between the Company and Ascent Funds, and such converted Ascent Option will cease to have any rights with respect to such securities.Īt the Effective Time, by virtue of the Merger and without any action on the part of DCRB, Merger Sub, the Company or the holders of any ofĮach share of Company Common Stock issued and outstanding immediately prior to the Effective Time (includingĪny shares of Company Common Stock resulting from the conversion of Ascent Option, but excluding any shares of Company Common Stock resulting from the conversion of Company Convertible Notes) will be canceled and converted into the right to receive Immediately prior to the Effective Time, the options to purchase outstanding shares of Company Common Stock ( Ascent Option) $0.001 per share ( Company Common Stock), in accordance with the terms of such Company Convertible Notes, and such converted Company Convertible Notes will no longer be outstanding and will cease to exist. Immediately prior to the effective time of the Merger (the Effective Time), the Company will cause the outstanding principalĪnd accrued and unpaid interest on the Companys outstanding convertible notes ( Company Convertible Notes) as of such time to be automatically converted into a number of shares of the Companys common stock, par value Transactions), with the Company surviving the Merger as a wholly owned subsidiary of DCRB (the Surviving Corporation). (the Business Combination Agreement), pursuant to which Merger Sub will be merged with and into the Company (the Merger, together with the other transactions related thereto, the Proposed
#ARDOUR CAPITAL INVESTMENTS L.L.C PLUS#
On February 8, 2021, Decarbonization Plus Acquisition Corporation, a Delaware corporation ( DCRB), DCRB Merger Sub Inc.,Ī Delaware corporation and wholly owned subsidiary of DCRB ( Merger Sub), and Hyzon Motors, Inc., a Delaware corporation (the Company), entered into a business combination agreement and plan of reorganization Growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ExchangeĮntry into a Material Definitive Agreementīusiness Combination Agreement and Plan of Reorganization Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act ofġ933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share Units, each consisting of one share of Class A common stock and one-half of one warrantĬlass A common stock, par value $0.0001 per share Securities registered pursuant to Section 12(b) of the Act: Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Soliciting material pursuant to Rule 14a-12 under the Exchange Act Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) If the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Name or former address, if changed since last report)
(Registrants telephone number, including area code) (Exact name of registrant as specified in its charter) Date of Report (Date of earliest event reported): February 8, 2021ĭecarbonization Plus Acquisition Corporation
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