Cover
Cover | 3 Months Ended |
Mar. 31, 2021 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | HYZON MOTORS INC. |
Entity Central Index Key | 0001716583 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 47,773 | $ 17,139 |
Accounts receivable | 191 | |
Inventory | 626 | |
Prepaid expenses and other current assets | 7,830 | 848 |
Total current assets | 56,420 | 17,987 |
Property and equipment, net | 4,313 | 418 |
Right-of-use assets | 1,507 | 1,656 |
Deferred transaction costs | 3,465 | 732 |
Other assets | 736 | 212 |
Total assets | 66,441 | 21,005 |
Current liabilities | ||
Accounts payable | 591 | 215 |
Accrued professional fees and other current liabilities | 3,622 | 1,062 |
Related party payables | 1,371 | 560 |
Horizon license agreement payable | 10,000 | |
Contract liabilities | 2,905 | 2,608 |
Current portion of lease liabilities | 434 | 618 |
Total current liabilities | 18,923 | 5,063 |
Lease liabilities, net of current portion | 1,257 | 1,181 |
Convertible debt, net | 49,441 | |
Total liabilities | 69,621 | 6,244 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity | ||
Common stock, $0.001 par value; 150,000,000 shares authorized, 93,750,000 shares issued and outstanding | 94 | 94 |
Additional paid-incapital | 19,522 | 29,045 |
Accumulated deficit | (22,418) | (14,271) |
Accumulated other comprehensive loss | (54) | (16) |
Total Hyzon Motors Inc. stockholders' equity | (2,856) | 14,852 |
Noncontrolling interest | (324) | (91) |
Total stockholders' equity | (3,180) | 14,761 |
Total liabilities and stockholders' equity | $ 66,441 | $ 21,005 |
Condensed Consolidated Balance
Condensed Consolidated Balance (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 93,815,005 | 93,750,000 |
Common stock, shares outstanding | 93,815,005 | 93,750,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 11 Months Ended |
Mar. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Operating expense: | |||
Research and development | $ 45 | $ 627 | $ 1,446 |
Selling, general and administrative | 79 | 3,146 | 12,785 |
Total operating expenses | 124 | 3,773 | 14,231 |
Loss from operations | (124) | (3,773) | (14,231) |
Other expense: | |||
Foreign currency exchange loss | (28) | (8) | |
Loss on consolidation of variable interest entity | (100) | ||
Interest income | 2 | ||
Interest expense | (4,590) | (37) | |
Total other expense | (4,616) | (145) | |
Net loss | (124) | (8,389) | (14,376) |
Net loss attributable to noncontrolling interest | (242) | (105) | |
Net loss attributable to Hyzon | (124) | (8,147) | (14,271) |
Comprehensive loss: | |||
Net loss | (124) | (8,389) | (14,376) |
Foreign currency translation adjustment | (29) | (20) | |
Comprehensive loss | (124) | (8,418) | (14,396) |
Comprehensive loss attributable to noncontrolling interest | (233) | (109) | |
Comprehensive loss attributable to Hyzon | $ (124) | $ (8,185) | $ (14,287) |
Net loss per share attributable to Hyzon: | |||
Basic and diluted | $ 0 | $ (0.09) | $ (0.17) |
Weighted average common shares outstanding: | |||
Basic and diluted | 83,750,000 | 93,793,115 | 86,145,594 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total Hyzon Motors Inc. stockholders' Equity (Deficit) [Member] | Noncontrolling Interest [Member] |
Beginning Balance at Jan. 20, 2020 | $ 84 | $ 84 | $ 84 | ||||
Beginning Balance, shares at Jan. 20, 2020 | 83,750,000 | ||||||
Net loss attributable to Hyzon | (124) | $ (124) | (124) | ||||
Ending Balance at Mar. 31, 2020 | (40) | $ 84 | (124) | (40) | |||
Ending Balance, shares at Mar. 31, 2020 | 83,750,000 | ||||||
Beginning Balance at Jan. 20, 2020 | 84 | $ 84 | 84 | ||||
Beginning Balance, shares at Jan. 20, 2020 | 83,750,000 | ||||||
Issuance of common stock, net of issuance costs | $ 18,476 | $ 10 | $ 18,466 | 18,476 | |||
Issuance of common stock, net of issuance costs, shares | 9,750,000 | ||||||
Exercise of stock options, shares | 0 | ||||||
Conversion of convertible notes | $ 500 | 500 | 500 | ||||
Conversion of convertible notes, shares | 250,000 | ||||||
Stock-based compensation | 10,079 | 10,079 | 10,079 | ||||
Noncontrolling interest capital contribution | 18 | $ 18 | |||||
Net loss attributable to Hyzon | (14,271) | (14,271) | (14,271) | ||||
Net loss attributable to noncontrolling interest | (105) | (105) | |||||
Foreign currency translation loss | (20) | $ (16) | (16) | (4) | |||
Ending Balance at Dec. 31, 2020 | 14,761 | $ 94 | 29,045 | (14,271) | (16) | 14,852 | (91) |
Ending Balance, shares at Dec. 31, 2020 | 93,750,000 | ||||||
Exercise of stock options | $ 187 | 187 | 187 | ||||
Exercise of stock options, shares | 65,005 | 65,005 | |||||
Stock-based compensation | $ 290 | 290 | 290 | ||||
IP transaction - deemed distribution | (10,000) | (10,000) | (10,000) | ||||
Net loss attributable to Hyzon | (8,147) | (8,147) | (8,147) | ||||
Net loss attributable to noncontrolling interest | (242) | (242) | |||||
Foreign currency translation loss | (29) | (38) | (38) | 9 | |||
Ending Balance at Mar. 31, 2021 | $ (3,180) | $ 94 | $ 19,522 | $ (22,418) | $ (54) | $ (2,856) | $ (324) |
Ending Balance, shares at Mar. 31, 2021 | 93,815,005 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 11 Months Ended |
Mar. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (124) | $ (8,389) | $ (14,376) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 0 | 55 | 13 |
Reduction in the carrying amount of right of use assets | 74 | 172 | |
Stock-based compensation | 290 | 9,983 | |
Noncash interest expense | 4,500 | ||
Noncash lease expense | 5 | ||
Changes in: | |||
Accounts Receivable | (191) | ||
Inventory | (626) | ||
Prepaid expenses and other current assets | (6,982) | (824) | |
Accounts payable | 375 | 215 | |
Accrued expenses and other current liabilities | 316 | 467 | |
Related party payables | 124 | 811 | 560 |
Contract liabilities | 297 | 2,608 | |
Net cash used in operating activities | 0 | (9,470) | (1,177) |
Cash Flows from Investing Activities: | |||
Purchases of property and equipment | (3,950) | (431) | |
Investment in equity securities | (123) | (122) | |
Net cash used in investing activities | 0 | (4,073) | (553) |
Cash flows from financing activities: | |||
Exercise of stock options | 187 | ||
Proceeds from issuance of common stock | 19,584 | ||
Common stock issuance transaction costs | (1,024) | ||
Payment of finance lease liability | (38) | (29) | |
Debt issuance costs | (59) | ||
Proceeds from issuance of convertible notes | 45,000 | 500 | |
Deferred transaction costs | (487) | (137) | |
Net cash provided by financing activities | 0 | 44,603 | 18,894 |
Effect of exchange rate changes on cash | (26) | (25) | |
Increase in cash | 31,034 | 17,139 | |
Cash, date of inception | 0 | 17,139 | 0 |
Cash and restricted cash -Ending | $ 0 | 48,173 | $ 17,139 |
Supplemental schedule of non-cash investing activities and financing activities: | |||
Transaction costs included in accrued expenses | 2,978 | ||
Accrual for Horizon license agreement | $ 10,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Thousands | 11 Months Ended |
Dec. 31, 2020USD ($) | |
Total Hyzon Motors Inc. stockholders' Equity (Deficit) [Member] | |
Issuance costs | $ 1,024 |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1: NATURE OF BUSINESS AND BASIS OF PRESENTATION Description of Business Hyzon Motors, Inc. (“Hyzon” or “the Company”), headquartered in Honeoye Falls, New York, was incorporated in the State of Delaware on January 21, 2020 as a wholly owned subsidiary of Hymas Pte. Ltd. (“Hymas”). Hymas is a wholly owned subsidiary of Horizon Fuel Cell Technologies (“Horizon”). Hyzon was formed to focus on accelerating the energy transition through the manufacturing and supply of hydrogen fuel cell-powered commercial vehicles across the North American, European, and Australasian regions. Since its inception, the Company has devoted substantially all of its efforts in research and development activities, including recruiting management and technical staff, raising capital, building the infrastructure to support the future production of Hydrogen Fuel Cell trucks and buses and supply of hydrogen fuel cell systems for forklift, truck, bus, aircraft, train, and marine applications, and has not yet generated any revenue. On October 30, 2020, Hyzon entered into a joint venture agreement (the “JV Agreement”) with Holthausen Clean Technology Investment B.V. (“Holthausen”) (together referred to as the “Shareholders”) to establish a venture in the Netherlands called Hyzon Motors Europe B.V. (“Hyzon Europe”). The Shareholders will combine their resources in accordance with the JV Agreement, with the intention to mass commercialize fuel cell trucks within the European Union and nearby markets such as the United Kingdom, the Nordic countries and Switzerland through Hyzon Europe. Hyzon and Holthausen have 50.5% and 49.5% ownership interest in the equity of Hyzon Europe, respectively. On February 8, 2021, the Company entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”) with Decarbonization Plus Acquisition Corporation (“DCRB”) to affect a business combination between DCRB and the Company with the Company surviving the merger and DCRB ceasing to exist. The consummation of the proposed business combination is subject to receipt of the requisite approval of the stockholders of each DCRB and Hyzon and the fulfillment of other closing conditions stated in the Business Combination Agreement. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) pursuant to the requirements and rules of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance refers to US GAAP as found in US Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). Principles of Consolidation The Company’s condensed consolidated financial statements include the accounts of Hyzon Motors, Inc. and our subsidiaries and consolidated affiliates, Hyzon Motors Australia and Hyzon Europe. All intercompany accounts and transactions are eliminated in consolidation. Hyzon Europe has been determined to be a variable-interest entity, and the Company has determined that it is the primary beneficiary, and accordingly, the results are included in the Company’s consolidated financial statements. The 49.5% interest not owned by the Company is accounted for as a noncontrolling interest. Unaudited Condensed Interim Financial Information The condensed consolidated balance sheet as of December 31, 2020 was derived from the Company’s audited financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of March 31, 2021 and for the periods ended March 31, 2021 and 2020, have been prepared by the Company, pursuant to the rules and regulations of the SEC, for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the period from inception to December 31, 2020 included in the section entitled “Hyzon Audited Financial Statements” beginning on page F-56 of this prospectus. In the opinion of management, all adjustments, including those of a normal recurring nature necessary for a fair presentation of the Company’s consolidated financial position as of March 31, 2021 and consolidated results of operations for the periods ended March 31, 2021 and 2020 and consolidated cash flows for the periods ended March 31, 2021 and 2020 have been made. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2021. The December 31, 2020 balance sheet information was derived from the audited consolidated financial statements as of that date. Liquidity As a startup company with significant growth plans, the Company’s ability to access capital is critical. Management plans to continue to raise capital through a combination of private and public equity, and debt financing. The Company’s ability to access capital when needed is not assured, and if unavailable may require the Company to delay or abandon development programs and/or operations. In accordance with ASC Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern Through March 31, 2021, the Company has funded its operations primarily with cash flows from proceeds from the sale of its common stock and proceeds from issuance of convertible notes. However, the Company has recognized net losses since inception and has an accumulated deficit of $32.4 million as of March 31, 2021. Following the issuance of convertible notes resulting in $45 million in proceeds (see Note 6), the Company has $47.8 million in unrestricted cash on hand as of March 31, 2021. Management expects that the Company’s cash will be sufficient to meet its liquidity requirements for at least one year from the issuance date of these consolidated financial statements. Risks and Uncertainties The Company is subject to a variety of risks and uncertainties common to early stage companies that have not yet commenced principle operations including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, and the ability to secure additional capital to fund operations. | NOTE 1: NATURE OF BUSINESS AND BASIS OF PRESENTATION Description of Business Hyzon Motors Inc. (“Hyzon” or “the Company”), headquartered in Rochester, New York, was incorporated in the State of Delaware on January 21, 2020 as a wholly owned subsidiary of Hymas Pte. Ltd. (“Hymas”). Hymas is a wholly owned subsidiary of Horizon Fuel Cell Technologies (“Horizon”). Hyzon was formed to focus on accelerating the energy transition through the manufacturing and supply of hydrogen fuel cell-powered commercial vehicles across the North American, European, and Australasian regions. Since its inception, the Company has devoted substantially all of its efforts in research and development activities, including recruiting management and technical staff, raising capital, building the infrastructure to support the future production of Hydrogen Fuel Cell trucks and buses and supply of hydrogen fuel cell systems for forklift, truck, bus, aircraft, train, and marine applications, and has not yet generated any revenue. On October 30, 2020, Hyzon entered into a joint venture agreement (the “JV Agreement”) with Holthausen Clean Technology Investment B.V. (“Holthausen”) (together referred to as the “Shareholders”) to establish a venture in the Netherlands called Hyzon Motors Europe B.V. (“Hyzon Europe”). The Shareholders will combine their resources in accordance with the JV Agreement, with the intention to mass commercialize fuel cell trucks within the European Union and nearby markets such as the United Kingdom, the Nordic countries and Switzerland through Hyzon Europe. Hyzon and Holthausen have 50.5% and 49.5% ownership interest in the equity of Hyzon Europe, respectively. As described in further detail in Note 14, on February 8, 2021, the Company entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”) with Decarbonization Plus Acquisition Corporation (“DCRB”) to affect a business combination between DCRB and the Company with the Company surviving the merger and DCRB ceasing to exist. The consummation of the proposed business combination is subject to receipt of the requisite approval of the stockholders of each DCRB and Hyzon and the fulfillment of other closing conditions stated in the Business Combination Agreement. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Any reference in these notes to applicable guidance refers to US GAAP as found in US Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). Principles of Consolidation The Company’s consolidated financial statements include the accounts of Hyzon Motors Inc. and our subsidiaries and consolidated affiliates, Hyzon Motors Australia and Hyzon Europe. All intercompany accounts and transactions are eliminated in consolidation. Hyzon Europe has been determined to be a variable-interest entity, and the Company has determined that it is the primary beneficiary, and accordingly, the results are included in the Company’s consolidated financial statements. The 49.5% interest not owned by the Company is accounted for as a noncontrolling interest. Liquidity As a startup company with significant growth plans, the Company’s ability to access capital is critical. Management plans to raise capital through a combination of private and public equity, and debt financing. The Company’s ability to access capital when needed is not assured, and if unavailable may require the Company to delay or abandon development programs and/or operations. In accordance with ASC Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern Through December 31, 2020, the Company has funded its operations primarily with cash flows from proceeds from the sale of its common stock and proceeds from issuance of convertible notes. However, the Company recognized a net loss of $14.4 million for the period from January 21, 2020 (date of inception) to December 31, 2020 and has an accumulated deficit of $14.3 million as of December 31, 2020. As described in further detail in Note 14, in February 2021, the Company issued convertible notes to an investor and received $45 million in proceeds. Management expects that the Company’s cash will be sufficient to meet its liquidity requirements for at least one year from the issuance date of these consolidated financial statements. Risks and Uncertainties The Company is subject to a variety of risks and uncertainties common to early stage companies that have not yet commenced principle operations including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, and the ability to secure additional capital to fund operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | NOTE 2: Summary of Significant Accounting Policies SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to the Company’s consolidated annual financial statements for the year ended December 31, 2020. There have been no material changes to the significant accounting policies during the three-month period ended March 31, 2021 except for the new or updated policies noted. Restricted Cash Restricted cash consists of funds that are contractually restricted as to usage or withdrawal due to a contractual agreement with the landlord of a leased property. The Company has presented restricted cash separately from cash on the consolidated balance sheet as of March 31, 2021. Restricted cash of $400 thousand is related to the Company’s lease in greater Chicago and is included in restricted cash and other assets. Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out Fair Value Measurements The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: — Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. — Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. — Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. | NOTE 2: Summary of Significant Accounting Policies Revenue The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers The Company accounts for each distinct performance obligation within its arrangements as a distinct unit of account if the items under the performance obligation have value to the customer on a standalone basis. The Company considers a performance obligation to be distinct and have a standalone value if the customer can benefit from the good or service either on its own or together with other resources readily available to the customer and the Company’s promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract. The Company allocates revenue to each distinct performance obligation based on relative standalone selling prices. Payment terms for sales of vehicles and fuel cell systems to customers to date have included certain installments to fund working capital requirements. The Company does not adjust the transaction price for a significant financing component when the performance obligation is expected to be fulfilled within a year as the amount is not material. The Company does not include a right of return on its products other than rights related to standard warranty provisions that permit repair or replacement of defective goods. The Company is still in pre-revenue Nature of goods and services The following is a description of principal activities from which the Company expects to generate future revenue. (i) Sales of Fuel Cell Vehicles The Company plans to offer products in four distinct categories of fuel cell vehicles: Heavy Truck, Medium Truck, Delivery Truck/Van, and City Bus. To set pricing, the Company considers comparable vehicle pricing, the cost of diesel fuel in local markets, available government incentives, and material and labor costs. Revenue is generally expected to be recognized at a point in time when transfer of control occurs, which is expected to occur when vehicles are delivered to the customer. (ii) Sales of Fuel Cell Systems Anticipated revenue from fuel cell systems will be generated from sales to customers who desire to install the Company’s fuel cell engines into their own applications. These applications may range in a variety of forms including vehicle, train, aircraft, and marine. Pricing is determined through analysis of material cost and analysis of development work required to fit the customer’s application. Since each application is unique, pricing can vary considerably depending on customer requirements. Similar to the Company’s vehicle sales, revenue is generally expected to be recognized at a point in time when control transfers to the customer at the time of system delivery. However, the criteria for recognizing revenue over time under ASC Topic 606 will be analyzed for each contract depending on specific terms and conditions of each arrangement. Contract costs The Company recognizes the incremental costs of obtaining contracts, including commissions, as an expense when incurred as the contractual period of our arrangements are expected to be one year or less. Leases The Company is a lessee in a noncancelable finance lease for its headquarters and certain research and development space and a noncancelable operating lease for Hyzon Europe’s office, warehouse, and production space. The Company accounts for leases in accordance with ASC Topic 842, Leases Under ASC Topic 842, arrangements meeting the definition of a lease are classified as operating or financing leases. For finance leases, lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset results in straight-line rent expense over the lease term. ASC Topic 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The lease term for all of the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Lease payments included in the measurement of the lease liability comprise fixed payments, and the exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain to exercise the option. The Company has lease agreements with lease and non-lease Cash Cash includes cash held in banks. The Company deposits its cash with high credit quality institutions to minimize credit risk exposure. Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Repair and maintenance costs are expensed as incurred. The cost of properties sold or otherwise disposed of and the related accumulated depreciation and amortization are eliminated from the balance sheet accounts at the time of disposal and resulting gains and losses are included as a component of operating income. Depreciation is recorded on a straight-line basis over the following estimated useful lives. Office and Lab Equipment 3 - 10 years Vehicles 5 years Investment in Equity Securities The Company owns common shares, participation rights, and options to purchase additional common shares in a certain private company. The Company does not have control and does not have the ability to exercise significant influence over operating and financial policies of this entity. The investment does not have a readily determinable fair value and thus the investment is measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment. The Company’s investment totaled $122 thousand at December 31, 2020, which is included in other assets in the consolidated balance sheet. No impairment of the investment, or adjustments for observable transactions were recorded during the period from January 21, 2020 (date of inception) to December 31, 2020. Fair Value Measurements Financial assets and liabilities are categorized, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities and lowest priority to unobservable inputs. Observable market data, when available, is required to be used in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. The Company’s financial assets and liabilities include cash, accounts payable, and accrued expenses. The carrying amount of the Company’s financial assets and liabilities approximate fair value. Impairment of Long-Lived Assets The Company assesses the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the assets from expected undiscounted future cash flows from operations. An impairment charge would be recognized equal to the amount by which the carrying amount exceeds the estimated fair value of the asset. The Company did not record any impairment loss during the period from January 21, 2020 (date of inception) to December 31, 2020. Deferred Transaction Costs The Company capitalizes deferred transaction costs, which consist of direct, incremental legal, professional, accounting and other third-party fees relating to the anticipated business combination with DCRB. The deferred transaction costs will be offset against proceeds upon the consummation of the business combination. Should the planned business combination be abandoned, the deferred transaction costs will be expensed immediately as a charge to operating expenses in the consolidated statement of operations and comprehensive loss. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized. The Company accounts for uncertain tax positions in accordance with ASC Topic 740, Income Taxes Foreign Currency Translation and Transactions The determination of the functional currency for the Company’s foreign subsidiaries is made based on the appropriate economic factors. The functional currency of foreign subsidiaries is the Australian Dollar (AUD) for Hyzon Motors Australia and the Euro (EUR) for Hyzon Europe. The translation from the applicable foreign currencies to U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate for the period. The resulting translation adjustments are recognized as a component of accumulated other comprehensive loss. For all transactions denominated in a currency other than a subsidiary’s functional currency, exchange rate gains and losses are included in income for the period in which the exchange rates changed. Net losses of $9 thousand for foreign currency transaction activity were recorded for the period from January 21, 2020 (date of inception) to December 31, 2020. These amounts were recorded in other expense in the consolidated statement of operations and comprehensive loss. Stock Based Compensation Employees The Company recognizes the cost of share-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. Share-based compensation expense is generally recognized on a straight-line basis over the service period, which is generally the vesting period of the award. The Company recognizes stock-based compensation cost and reverses previously recognized costs for unvested options in the period forfeitures occur. The Company determines the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the fair value of common stock, expected price volatility of common stock, expected term, risk-free interest rates, and expected dividend yield. Non-Employees The Company recognizes the cost of share-based awards granted to non-employees Research and Development Costs related to research and development activities by the Company are expensed as incurred. Selling, General and Administrative Expense Selling, general, and administrative expense consist of personnel costs, depreciation and amortization, travel, and marketing costs. These costs are recognized when incurred. Comprehensive Loss Comprehensive loss consists of two components, net loss and other comprehensive loss. The foreign currency translation gain or loss resulting from translation of the financial statements expressed in AUD or EUR to USD is reported in other comprehensive loss in the consolidated statement of operations and comprehensive loss. Variable Interest Entity The Company analyzes its variable interests, including loans, guarantees, and equity investments, to determine if the Company has any variable interests in variable interest entities. This analysis includes both qualitative and quantitative reviews. Qualitative analysis is based on an evaluation of the design of the entity, its organizational structure including decision making ability, and financial agreements. Quantitative analysis is based on the entity’s forecasted cash flows. US GAAP requires a reporting entity to consolidate a variable interest entity when the reporting entity has a variable interest that provides it with a controlling financial interest in the variable interest entity. The entity that consolidates a variable interest entity is referred to as the primary beneficiary of that variable interest entity. The Company uses qualitative and quantitative analyses to determine if it is the primary beneficiary of variable interest entities. The Company has an equity investment in Hyzon Europe, which was determined to be a variable interest entity. The Company determined that it is the primary beneficiary of Hyzon Europe because it serves as the manager of the Hyzon Europe ’s operations, for which it owns 50.5%, thereby giving the Company the power to direct activities of the Hyzon Europe that most significantly impact its economic performance. The Company also has exposure to the losses of the entity and the right to receive benefits from the entity that could potentially be significant to the entity as a result of its equity interest. As a result, the results of operations of Hyzon Europe are included in the Company’s consolidated results of operations. The noncontrolling interest represents Holthausen’s ownership interest in Hyzon Europe. At December 31, 2020, the carrying amount of assets included in the accompanying consolidated balance sheet relative to this variable interest entity were $983 thousand. Further, at December 31, 2020, the carrying amount of liabilities included in the accompanying consolidated balance sheet relating to this variable interest entity were $1.2 million. While the Company has no contractual obligation to do so, it may voluntarily elect to provide the entity with additional direct or indirect financial support based on its business objectives. The creditors of Hyzon Europe do not have general recourse to credit of the Company. Upon formation of Hyzon Europe, the Company recognized a loss on consolidation of $100 thousand primarily related to initial design work and other costs incurred by Holthausen prior to the formation of Hyzon Europe which was reimbursable to Holthausen. The loss is included in other expense in the accompanying consolidated statement of operations and comprehensive loss. Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options. Use of Estimates The consolidated financial statements of the Company have been prepared in conformity with US GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Revenues
Revenues | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenues | NOTE 3: Revenues Contract balances Contract balances relate to the advance consideration received from customers for products and services prior to satisfying a performance obligation or in excess of amounts allocated to a previously satisfied performance obligation. These amounts are included within contact liabilities in the accompanying condensed consolidated balance sheet. The carrying amount of contract liabilities included in the accompanying condensed consolidated balance sheet was $2.9 million and $2.6 million at March 31, 2021 and December 31, 2020, respectively. The transaction price associated with remaining performance obligations related to binding orders for commercial vehicles and other contracts with customers was $19.7 million and $10.0 million as of March 31, 2021 and December 31, 2020, respectively. The Company expects to recognize substantially all its remaining performance obligations as revenue over the next 12 months. | NOTE 3: Revenues Contract balances Contract balances relate to the advance consideration received from customers for products and services prior to satisfying a performance obligation or in excess of amounts allocated to a previously satisfied performance obligation. These amounts are included within contact liabilities in the accompanying consolidated balance sheet. Significant changes in the contract liabilities balances during the period from January 21, 2020 (date of inception) through December 31, 2020 are as follows: Contract liabilities In thousands Contract liability at January 21, 2020 (date of inception) $ — Increases due to cash received 2,608 Net change in contract liabilities $ 2,608 Remaining performance obligations The transaction price associated with remaining performance obligations as of December 31, 2020 is $10.0 million. The Company expects to recognize substantially all of its remaining performance obligations as revenue over the next twelve months. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2021 | |
Prepaid Expenses and Other Current Assets | NOTE 4: Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at March 31, 2021 and December 31, 2020: (In thousands) At March 31, As December 31, Deposit for fuel cell components (see Note 10) 5,000 — Other vehicle inventory deposits 1,336 577 Production equipment deposits 1,236 — Other current assets 258 271 Total prepaid expenses and other current assets 7,830 848 |
Property and Equipment
Property and Equipment | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment | NOTE 5: Property, Plant, and Equipment Property, plant, and equipment consisted of the following at March 31, 2021 and December 31, 2020: (In thousands) At March 31, At December 31, Property, plant & equipment 2,639 243 Software & machinery 1,376 128 Leasehold improvements 286 — Construction in progress 79 60 4,380 431 Less: Accumulated depreciation and amortization (68 ) (13 ) Property and equipment, net 4,312 418 Depreciation and amortization expense totaled $55 thousand for the fiscal quarter ended March 31, 2021. There was no depreciation and amortization expense for the period ended March 31, 2020. In January 2021, the Company purchased a facility for $2.3 million in cash. The facility houses certain administrative functions and planned manufacturing of engines and hydrogen fuel cell storage systems. | NOTE 4: Property and Equipment Property and equipment consisted of the following at December 31, 2020: In thousands Office equipment $ 79 Vehicles 243 Lab equipment 49 Construction in progress 60 431 Less: Accumulated depreciation and amortization (13 ) Property and equipment, net $ 418 Depreciation and amortization expense totaled $13 thousand for the period from January 21, 2020 (date of inception) to December 31, 2020. |
Convertible Notes
Convertible Notes | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Convertible Notes | NOTE 6: Convertible Notes In February 2021, the Company entered into a Convertible Notes Purchase Agreement with certain investors for the purchase and sale of $45 million in Convertible Notes (the “Convertible Notes”). The Convertible Notes mature on February 1, 2023 and automatically convert to common stock upon the closing of the business combination with DCRB or another similar qualified financing at a ratio based on 90% of the price per share paid by external investors in the Transaction with DCRB or another similar qualified financing. The Convertible Notes accrue interest at an annual rate of 1% commencing upon issuance and compounding semi-annually on each August 1 and February 1. Interest shall be payable by increasing the principal amount of the Convertible Notes (with such increased amount accruing interest as well) on each interest payment due date. As the Convertible Notes contain various settlement outcomes, the Company evaluated each scenario for accounting purposes. The conversion features settled at discounts upon certain financing events were determined to be redemption features and were evaluated as embedded derivatives and bifurcated from the Convertible Notes due to the substantial premium to be paid upon redemption. At issuance, option-based features were determined to have a de minimis fair value, and non-option-based As of March 31, 2021, the Company valued the bifurcated embedded derivative associated with the automatic conversion triggered by the business combination with DCRB at $4.5 million, based on the probability weighted average of possible outcomes related to the feature (a Level 3 input). Based on the inclusion of the bifurcated embedded derivative in the carrying value of convertible notes payable, the Company has determined that the carrying value of the notes approximates fair value as of March 31, 2021. During the three months ended March 31, 2021, the Company recorded $69 thousand of interest expense related to the stated interest for the Convertible Notes and $4.5 million related to the change in the value of the bifurcated embedded derivative within interest expense. | NOTE 5: Convertible Notes On August 24, 2020, Hyzon entered into two Convertible Note Purchase Agreements (the “Agreements”), each with a separate purchaser. Each agreement authorized the issuance and sale of convertible promissory notes (the “Notes”). The Notes issued on August 24, 2020 had a combined principal amount of $500 thousand and each bore an interest rate of 10%, payable semi-annually in cash or in the form of the Notes. The Notes were set to mature one year after the issuance date (i.e. August 24, 2021), unless converted at a prior date. Upon the consummation of an initial closing of a Qualified Financing, as defined, the Notes are convertible into a variable number of shares of the series or class of capital stock sold in the Qualified Financing equal to the par value of the Notes, either automatically or at the option of the Company. A Qualified Financing is defined as a private round of equity financing consummated by the Company resulting in aggregate proceeds of at least $10 million including the aggregate principal balance of the Notes as converted, with a minimum pre-money On October 19, 2020 the Company closed a Qualified Financing and the Notes were converted into 250,000 common shares, as more fully described in Note 7. |
Income Taxes
Income Taxes | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | NOTE 7: Income Taxes The Company did not record a provision for income taxes for the three months ended March 31, 2021 because it expects to generate a loss for the year ending December 31, 2021 and the Company’s net deferred tax assets continue to be fully offset by a valuation allowance. As of March 31, 2021, and December 31, 2020, the Company had deferred tax assets of approximately $6.9 million and $3.1 million, respectively, each of which was fully offset by a valuation allowance. During the periods ended March 31, 2021 and 2020, the Company did not record an income tax benefit (expense) as a result of the full valuation allowances recorded against its deferred tax assets. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its positions. | NOTE 8: Income Taxes There was no provision for income taxes required for the period January 21, 2020 (date of inception) to December 31, 2020. A reconciliation of the expected income tax expense (benefit) computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Federal tax at a statutory rate 21.0 % Earnings taxed at other than Federal statutory rate 0.3 Change in valuation allowance (21.3 ) Income tax provision 0.0 % Deferred income tax assets and liabilities resulting from temporary differences are summarized as follows: In thousands Deferred income tax assets: Net operating loss carryforward $ 931 Stock based compensation 2,097 Lease liabilities 378 Deferred income tax assets—total 3,406 Deferred income tax liabilities: Property and equipment (4 ) Right of use assets (348 ) Deferred income tax liabilities—total (352 ) Less: Valuation allowance 3,054 Deferred income taxes, net $ — At December 31, 2020, the Company had U.S. Federal and Foreign net operating loss carryforwards (NOLs) of $3.8 million and $512 thousand, respectively, to be used to offset future taxable income. The entire $3.8 million of U.S Federal losses and $299 thousand of Foreign losses can be carried forward indefinitely; the remaining $213 thousand of Foreign losses expire in 2026. In assessing the realizability of deferred tax assets, management considers, within each taxing jurisdiction, whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the consideration of the weight of both positive and negative evidence, management has determined it is more likely than not that the deferred tax assets as of December 31, 2020 will not be realized. As such, a valuation allowance has been provided. Under the provisions of Section 382 of the Internal Revenue Code (“IRC”), net operating loss and credit carryforwards and other tax attributes may be subject to limitation if there has been a significant change in ownership of the Company, as defined by the IRC. Future equity shifts could result in limitations on net operating loss carryforwards. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | NOTE 8: Commitments and Contingencies Legal Proceedings The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events. In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss with respect to loss contingencies. However, the outcome of litigation is inherently uncertain. There is no material pending or threatened litigation against the Company as of March 31, 2021. | NOTE 9: Commitments and Contingencies Legal Proceedings The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events. In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss with respect to loss contingencies. However, the outcome of litigation is inherently uncertain. There is no material pending or threatened litigation against the Company as of December 31, 2020. |
Stock Compensation
Stock Compensation | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stock Compensation | NOTE 9: Stock Compensation During the period ended March 31, 2021, the Company granted 76,000 stock options with a weighted average grant date fair value of $2.98 per share and vest over five years. In addition, 65,005 options were exercised resulting in proceeds of $187 thousand, and 6,000 options were forfeited during the period ended March 31, 2021. There was no option activity in the prior period ended March 31, 2020. The Company granted 492,000 restricted stock units during the quarter ended March 31, 2021. These restricted stock units have a weighted average grant date fair value of $7.67 per share and vest over a period ranging from four to five years. The Company did not grant restricted stock units in the period ended March 31, 2020. As of March 31, 2021, there were 11,377,500 options with a weighted average exercise value of $2.01, and 492,000 restricted stock units outstanding. There were no stock options or restricted stock units outstanding as of March 31, 2020. The Company recognized stock-based compensation costs of $290 thousand during the period ended March 31, 2021 related to the vesting of stock options and restricted stock units granted in the current and prior periods. | NOTE 7: Stock Compensation Stock Option Plan The Company has adopted a Stock Incentive Plan (the Plan) pursuant to which both incentive and non-qualified On November 12, 2020, 6,250,000 options were granted to a certain employee which vest in two equal tranches and have a contractual term of 15 years. The first tranche vested on the grant date, are immediately exercisable, have an exercise price of $2.00 per share, and resulted in $4.9 million of compensation expense during 2020. The second tranche contains performance and market conditions for vesting which require an exit event of Horizon at escalating minimum equity values each year, within six years. The exercise price for the second tranche is initially $2.00 per share but increases by $1.00 per share each year during which the award remains outstanding. The fair value of the second tranche was estimated as of the grant date using a Monte Carlo simulation with key assumptions beyond those typical of option pricing models described below including the probability of achieving a Horizon exit at the required valuation in each year of the six year period. The grant date fair value of the second tranche is estimated to be $1.2 million which may or may not be recognized in the future depending on the outcome the conditions for vesting. Additionally, on November 12, 2020, 3,125,000 options were granted to a certain employee which have a contractual term of 15 years, are immediately exercisable, and have an exercise price of $2.00 per share. Half of this award is subject to a two-year For the awards described above which vested immediately, the following table discloses the assumptions utilized in the Black Scholes option pricing model: Expected volatility 90 % Expected dividend $ 0.00 Weighted average expected term (in years) 7.5 Risk-free rate .68 % For all other employees, option awards are generally granted with an exercise price equal to the fair value of the Company’s stock at the date of the grant. The awards generally have a five-year contractual term. The option period and provisions for each option granted are determined at the time of the grant, but generally vest a portion on the date of grant and then ratably each anniversary after issuance over a 5-year The fair value of these stock option awards are estimated as of the grant date using an Black Scholes option-pricing model and the following assumptions: a risk-free interest rate based on the U.S. Treasury yield curve at the date of grant; an expected or contractual term; and expected volatility based on an evaluation of comparable public companies’ measures of volatility. The Company does not anticipate declaring dividends on common shares now or in the near future and has therefore assumed no dividend rate. The following table discloses the assumptions, or range of assumptions, utilized for stock options granted during the period from January 21, 2020 (date of inception) to December 31, 2020: Expected volatility 90 % Expected dividend $ 0.00 Weighted average expected term (in years) .4-5.0 Risk-free rate .1-.4 % The Company also granted equity awards to non-employee non-employee The grant-date fair value of all stock options granted in 2020 under the methods and assumptions described above totaled $13.3 million with a weighted average grant date fair value of $1.17 per option. The Company recognized stock-based compensation costs totaling $10 million during the period from January 21, 2020 (date of inception) to December 31, 2020, related to its issued stock options. As of December 31, 2020, there was $3.0 million of total unrecognized compensation cost, related to the non-vested Aggregate stock options outstanding at December 31, 2020 had an aggregate intrinsic value of $27.7 million. The following table summarizes the changes in options during the period from January 21, 2020 (date of inception) to December 31, 2020: Number of Weighted Range of Weighted Outstanding as of January 21, 2020 — — — Granted 11,372,505 $ 2.01 2.00-2.73 9.0 Exercised — — — Forfeited — — — Outstanding as of December 31, 2020 11,372,505 $ 2.01 2.00-2.73 9.0 Exercisable as of December 31, 2020 7,040,670 $ 2.01 2.00-2.73 7.0 |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions | NOTE 10: Related Party Transactions Horizon License Agreement In January 2021, the Company entered into an intellectual property agreement (the “Horizon IP Agreement”) with Jiangsu Qingneng New Energy Technologies Co., Ltd. and Shanghai Qingneng Horizon New Energy Ltd. (together, “JS Horizon”) both of which are affiliates of the Company’s ultimate parent, Horizon. Under the Horizon IP Agreement, JS Horizon assigned to the Company a joint ownership interest in certain intellectual property rights previously developed by JS Horizon (“Background IP”), and each of Hyzon and JS Horizon granted to the other, within such other party’s field of use, exclusive licenses under their respective joint ownership rights in the Background IP, as well as their rights in improvements made in the future with respect to such Background IP. Under that agreement, the Company also grants JS Horizon a perpetual non-exclusive license under certain provisional patent applications (and any patents issuing therefrom), as well as improvements thereto. The Horizon IP Agreement revised and clarified the intellectual property arrangements existing as of the Company’s inception, as set forth under two previous agreements. Under a License Agreement made effective at the time of the Company’s inception (the “License Agreement”), the Company received an exclusive license under certain of the Background IP. That agreement was later terminated and replaced with a Partial Assignment Agreement of Fuel Cell Technology, dated November 19, 2020 (the “Partial Assignment Agreement”), which contemplated a joint ownership structure with respect to certain of the Background IP similar to the structure set forth under the now existing Horizon IP Agreement. Both the original License Agreement and Partial Assignment Agreement have been superseded by the Horizon IP Agreement. Under the terms of the Horizon IP Agreement, the Company will pay Horizon fixed payments of $10 million in 2021 as consideration for the rights it receives under the Background IP and improvements thereto, which is recorded as a liability at March 31, 2021 . Related Party Accounts Payable Horizon Fuel Cell Technologies and Related Subsidiaries Hyzon utilizes Horizon Fuel Cell Technologies to supply certain fuel cell components. During the three months ended March 31, 2021, the Company made a deposit payment to Horizon in the amount of $5 million to secure fuel cell components. This payment is included in prepaid expenses as none of the components have yet been received. Certain employees of Horizon and its affiliates provide services to the Company. Based on an analysis of the compensation costs incurred by Horizon and an estimate of the proportion of effort spent by such employees on each entity, an allocation of approximately $93 thousand and $124 thousand was recorded in the Company’s consolidated statement of operations and comprehensive loss related to such services for the three month period ended March 31, 2021 and from inception (January 21, 2020) through March 31, 2020, respectively. While the Company routinely settles intercompany activity in cash, the related party liability to Horizon and affiliates is $1.0 million as of March 31, 2021. Holthausen The Company entered into a joint venture agreement to create Hyzon Europe with Holthausen. Holthausen funded various setup costs including legal fees, and vehicle design work before the joint venture agreement was signed on October 30, 2020. The Company has a related party payable in the amount of $322 thousand due to Holthausen for its share of expenses related to Hyzon Europe, which were paid for by Holthausen. | NOTE 11: Related Party Transactions Horizon IP Agreement In January 2021, the Company entered into the Horizon IP Agreement with JS Horizon, part of the Horizon group of Companies, pursuant to which each of Hyzon and JS Horizon conveys to the other certain rights in intellectual property relating to Hyzon’s core fuel cell and mobility product technologies, and under which the Company will pay Horizon two fixed payments in 2021 totaling $10 million. Related Party Accounts Payable Horizon Fuel Cell Technologies and Related Subsidiaries During 2020, certain employees of Horizon and its affiliates provided services to the Company. Based on an analysis of the compensation costs incurred by Horizon and an estimate of the proportion of effort spent by such employees on each entity, an allocation of approximately $518 thousand was recorded in the Company’s consolidated statement of operations and comprehensive loss related to such services. Additionally, there was routine intercompany activity, including funding for operations of the Company provided by Horizon until the Round A fundraising was completed. While some of this intercompany activity has been settled in cash, the remaining related party liability to Horizon and affiliates is $372 thousand as of December 31, 2020. Holthausen The Company entered into a joint venture agreement to create Hyzon Europe with Holthausen. Holthausen funded various setup costs including legal fees, and vehicle design work before the joint venture agreement was signed on October 30, 2020. The Company has recorded a related party payable of $187 thousand due to Holthausen for its share of expenses related to Hyzon Europe, which were paid for by Holthausen. |
Segment Reporting
Segment Reporting | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting | NOTE 11: Segment Reporting ASC Topic 280, Segment Reporting | NOTE 12: Segment Reporting ASC Topic 280, Segment Reporting |
Net Loss per Share
Net Loss per Share | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Net Loss per Share | NOTE 12: Net Loss per Share The Company computes basic net loss per share using net loss attributable to Hyzon common stockholders and the weighted-average number of common shares outstanding during each period. Diluted earnings per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive. The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the periods ended March 31, 2021 and 2020 (in thousands, except share and per share data): For the three For the period Net loss attributable to Hyzon $ (8,147 ) $ (124 ) Weighted average shares outstanding 93,793,115 83,750,000 Earnings per common share – basic and diluted $ (0.09 ) $ (0.00 ) For the period ended March 31, 2021 the effect of dilutive securities, including stock options and restricted stock units were excluded from the denominator for the calculation of diluted net loss per share because the Company recognized a net loss for the period and their inclusion would be antidilutive. Anti-dilutive securities excluded were approximately 11.9 million shares. There were no potentially dilutive securities for the period ended March 31, 2020. | NOTE 13: Net Loss per Share The Company computes basic net loss per share using net loss attributable to Hyzon common stockholders and the weighted-average number of common shares outstanding during each period. Diluted earnings per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive. The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the period from January 21, 2020 (date of inception) to December 31, 2020 (in thousands, except share and per share data): Net loss attributable to Hyzon (14,271 ) Weighted average shares outstanding 86,145,594 Earnings per common share—basic and diluted (0.17 ) For the period January 21, 2020 (date of inception) to December 31, 2020 the effect of dilutive securities, including stock options and awards was excluded from the denominator for the calculation of diluted net loss per share because the Company recognized a net loss for the period and their inclusion would be antidilutive. Anti-dilutive securities excluded were approximately 16 million shares. |
Subsequent Events
Subsequent Events | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events | NOTE 13: Subsequent Events Management has evaluated subsequent events through June 3, 2021, which is the date which the condensed consolidated financial statements were available to be issued. | NOTE 14: Subsequent Events The Company evaluated events occurring after the date of the consolidated financial statements (subsequent events) through March 17, 2021, the date the consolidated financial statements are available to be issued. The following events for which the Company believes disclosure is required were identified: Merger with Decarbonization Plus Acquisition Corporation On February 8, 2021, the Company entered into the Business Combination Agreement with DCRB to affect a business combination between DCRB and the Company with the Company surviving the merger and DCRB ceasing to exist (the “Transaction”). Upon closing of the Transaction, the combined operating company will be named Hyzon Motors Inc. and will continue to be listed on the Nasdaq and trade under the ticker symbol “HYZN.” Cash proceeds of the Transaction will be funded through a combination of DCRB’s $225.7 million of cash held in trust (assuming no redemptions) and an aggregate of $355.0 million in fully committed common stock transactions at $10.00 per share. The consummation of the proposed Transaction is subject to receipt of the requisite approval of the stockholders of each DCRB and the Company and the fulfillment of other closing conditions stated in the Business Combination Agreement. Convertible Notes In February 2021, the Company received proceeds of $45 million relating to convertible notes sold to an investor. The notes mature on February 1, 2023 and automatically convert to Hyzon Common Stock upon the closing of the business combination with DCRB or another similar qualified financing at a ratio based on 90% of the price per share paid by external investors in the Transaction with DCRB or another similar qualified financing. Purchase of Facility On January 19, 2021, the Company purchased a facility for $2.3 million in cash. The facility is intended to house certain administrative functions, as well as function as a location for the manufacturing of fuel cell stacks and engines. |
Capital Structure
Capital Structure | 11 Months Ended |
Dec. 31, 2020 | |
Capital Structure | NOTE 6: Capital Structure The Company has one class of common stock, par value $0.001 per share. As of December 31, 2020, the Company had authorized 150,000,000 shares of common stock. The holders of common stock are entitled to one vote per common share. As of December 31, 2020, there were 93,750,000 shares of common stock issued and outstanding. On September 16, 2020, Hyzon entered into a purchase agreement (“Purchase Agreement”) with the purchasers named therein (collectively the “Purchasers”) to sell up to 10,000,000 common shares (“Round A Transaction”). The Round A Transaction closed on various dates between October 7, 2020 and November 12, 2020. The Company raised $20 million and issued 10,000,000 common shares upon the close of the Round A Transaction. The Company incurred $1.0 million in costs that were both direct and incremental to the issuance of these common shares, which has been recorded as a reduction of the proceeds received in additional paid-in paid-in On July 27, 2020, Hyzon entered into an agreement (the “Option Agreement”) with Ascent Funds Management LLC (“Ascent”) to induce Ascent to make an initial purchase of $3 million of Hyzon common stock as part of a subscription in the Round A Transaction by granting Ascent an option to purchase up to 4.6 million shares of Hyzon common stock at an exercise price of $2.73 per share. The option expires at the earlier of the nine-month anniversary of the final closing of the Round A Transaction or the three-month anniversary of the closing of the business combination with DCRB or another similar qualified financing and remains outstanding at December 31, 2020. The Option Agreement does not meet any of the liability classification criteria and accordingly is classified in equity, and not subsequently remeasured. |
Leases
Leases | 11 Months Ended |
Dec. 31, 2020 | |
Leases | NOTE 10: Leases In May 2020, the Company entered into a lease agreement for a headquarters and R&D facility in Honeoye Falls, NY. The non-cancelable In November 2020, Hyzon Europe entered into a lease agreement for a warehouse and office space in the Netherlands. The non-cancelable The components of the lease expense for the period from inception (January 21, 2020) to December 31, 2020 are as follows: In thousands Operating lease cost 19 Variable lease cost 30 Finance lease cost: Amortization of right-of-use 172 Interest on lease liabilities 35 Total lease cost 256 Supplemental cash flow information related to leases for the period from inception (January 21, 2020) to December 31, 2020 was as follows: In thousands Cash paid for amount included in the measurement of lease liabilities: Operating cash flows from operating leases $ 19 Operating cash flows from finance leases $ 35 Financing cash flows from finance leases $ 29 In thousands Right-of-use Operating leases $ 780 Finance leases $ 886 Supplemental balance sheet information related to leases as of December 31, 2020 was as follows: Operating leases: Operating lease right-of-use $ 942 Operating lease liabilities $ (942 ) Finance leases: Finance lease right-of-use $ 713 Finance lease liabilities $ (857 ) Weighted average remaining lease term: Operating leases 4.9 years Finance leases 2.4 years Weighted average discount rate: Operating leases 7.1 % Finance leases 6.9 % Maturities of lease liabilities are as follows: Year Ending December 31, Operating Finance 2021 226 256 2022 226 448 2023 226 240 2024 226 — 2025 and thereafter 205 — Total minimum lease payments 1,109 944 Less: imputed interest (167 ) (87 ) Total lease liabilities 942 857 |
NATURE OF BUSINESS AND BASIS _2
NATURE OF BUSINESS AND BASIS OF PRESENTATION (Policies) | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) pursuant to the requirements and rules of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance refers to US GAAP as found in US Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Any reference in these notes to applicable guidance refers to US GAAP as found in US Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). |
Principles of Consolidation | Principles of Consolidation The Company’s condensed consolidated financial statements include the accounts of Hyzon Motors, Inc. and our subsidiaries and consolidated affiliates, Hyzon Motors Australia and Hyzon Europe. All intercompany accounts and transactions are eliminated in consolidation. Hyzon Europe has been determined to be a variable-interest entity, and the Company has determined that it is the primary beneficiary, and accordingly, the results are included in the Company’s consolidated financial statements. The 49.5% interest not owned by the Company is accounted for as a noncontrolling interest. | Principles of Consolidation The Company’s consolidated financial statements include the accounts of Hyzon Motors Inc. and our subsidiaries and consolidated affiliates, Hyzon Motors Australia and Hyzon Europe. All intercompany accounts and transactions are eliminated in consolidation. Hyzon Europe has been determined to be a variable-interest entity, and the Company has determined that it is the primary beneficiary, and accordingly, the results are included in the Company’s consolidated financial statements. The 49.5% interest not owned by the Company is accounted for as a noncontrolling interest. |
Unaudited Condensed Interim Financial Information | Unaudited Condensed Interim Financial Information The condensed consolidated balance sheet as of December 31, 2020 was derived from the Company’s audited financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of March 31, 2021 and for the periods ended March 31, 2021 and 2020, have been prepared by the Company, pursuant to the rules and regulations of the SEC, for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the period from inception to December 31, 2020 included in the section entitled “Hyzon Audited Financial Statements” beginning on page F-56 of this prospectus. In the opinion of management, all adjustments, including those of a normal recurring nature necessary for a fair presentation of the Company’s consolidated financial position as of March 31, 2021 and consolidated results of operations for the periods ended March 31, 2021 and 2020 and consolidated cash flows for the periods ended March 31, 2021 and 2020 have been made. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2021. The December 31, 2020 balance sheet information was derived from the audited consolidated financial statements as of that date. | |
Liquidity | Liquidity As a startup company with significant growth plans, the Company’s ability to access capital is critical. Management plans to continue to raise capital through a combination of private and public equity, and debt financing. The Company’s ability to access capital when needed is not assured, and if unavailable may require the Company to delay or abandon development programs and/or operations. In accordance with ASC Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern Through March 31, 2021, the Company has funded its operations primarily with cash flows from proceeds from the sale of its common stock and proceeds from issuance of convertible notes. However, the Company has recognized net losses since inception and has an accumulated deficit of $32.4 million as of March 31, 2021. Following the issuance of convertible notes resulting in $45 million in proceeds (see Note 6), the Company has $47.8 million in unrestricted cash on hand as of March 31, 2021. Management expects that the Company’s cash will be sufficient to meet its liquidity requirements for at least one year from the issuance date of these consolidated financial statements. | Liquidity As a startup company with significant growth plans, the Company’s ability to access capital is critical. Management plans to raise capital through a combination of private and public equity, and debt financing. The Company’s ability to access capital when needed is not assured, and if unavailable may require the Company to delay or abandon development programs and/or operations. In accordance with ASC Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern Through December 31, 2020, the Company has funded its operations primarily with cash flows from proceeds from the sale of its common stock and proceeds from issuance of convertible notes. However, the Company recognized a net loss of $14.4 million for the period from January 21, 2020 (date of inception) to December 31, 2020 and has an accumulated deficit of $14.3 million as of December 31, 2020. As described in further detail in Note 14, in February 2021, the Company issued convertible notes to an investor and received $45 million in proceeds. Management expects that the Company’s cash will be sufficient to meet its liquidity requirements for at least one year from the issuance date of these consolidated financial statements. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to a variety of risks and uncertainties common to early stage companies that have not yet commenced principle operations including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, and the ability to secure additional capital to fund operations. | Risks and Uncertainties The Company is subject to a variety of risks and uncertainties common to early stage companies that have not yet commenced principle operations including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, and the ability to secure additional capital to fund operations. |
Restricted Cash | Restricted Cash Restricted cash consists of funds that are contractually restricted as to usage or withdrawal due to a contractual agreement with the landlord of a leased property. The Company has presented restricted cash separately from cash on the consolidated balance sheet as of March 31, 2021. Restricted cash of $400 thousand is related to the Company’s lease in greater Chicago and is included in restricted cash and other assets. | |
Inventories | Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out | |
Fair Value Measurements | Fair Value Measurements The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: — Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. — Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. — Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. | Fair Value Measurements Financial assets and liabilities are categorized, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities and lowest priority to unobservable inputs. Observable market data, when available, is required to be used in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. The Company’s financial assets and liabilities include cash, accounts payable, and accrued expenses. The carrying amount of the Company’s financial assets and liabilities approximate fair value. |
Revenue | Revenue The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers The Company accounts for each distinct performance obligation within its arrangements as a distinct unit of account if the items under the performance obligation have value to the customer on a standalone basis. The Company considers a performance obligation to be distinct and have a standalone value if the customer can benefit from the good or service either on its own or together with other resources readily available to the customer and the Company’s promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract. The Company allocates revenue to each distinct performance obligation based on relative standalone selling prices. Payment terms for sales of vehicles and fuel cell systems to customers to date have included certain installments to fund working capital requirements. The Company does not adjust the transaction price for a significant financing component when the performance obligation is expected to be fulfilled within a year as the amount is not material. The Company does not include a right of return on its products other than rights related to standard warranty provisions that permit repair or replacement of defective goods. The Company is still in pre-revenue | |
Nature of goods and services | Nature of goods and services The following is a description of principal activities from which the Company expects to generate future revenue. (i) Sales of Fuel Cell Vehicles The Company plans to offer products in four distinct categories of fuel cell vehicles: Heavy Truck, Medium Truck, Delivery Truck/Van, and City Bus. To set pricing, the Company considers comparable vehicle pricing, the cost of diesel fuel in local markets, available government incentives, and material and labor costs. Revenue is generally expected to be recognized at a point in time when transfer of control occurs, which is expected to occur when vehicles are delivered to the customer. (ii) Sales of Fuel Cell Systems Anticipated revenue from fuel cell systems will be generated from sales to customers who desire to install the Company’s fuel cell engines into their own applications. These applications may range in a variety of forms including vehicle, train, aircraft, and marine. Pricing is determined through analysis of material cost and analysis of development work required to fit the customer’s application. Since each application is unique, pricing can vary considerably depending on customer requirements. Similar to the Company’s vehicle sales, revenue is generally expected to be recognized at a point in time when control transfers to the customer at the time of system delivery. However, the criteria for recognizing revenue over time under ASC Topic 606 will be analyzed for each contract depending on specific terms and conditions of each arrangement. | |
Contract costs | Contract costs The Company recognizes the incremental costs of obtaining contracts, including commissions, as an expense when incurred as the contractual period of our arrangements are expected to be one year or less. | |
Leases | Leases The Company is a lessee in a noncancelable finance lease for its headquarters and certain research and development space and a noncancelable operating lease for Hyzon Europe’s office, warehouse, and production space. The Company accounts for leases in accordance with ASC Topic 842, Leases Under ASC Topic 842, arrangements meeting the definition of a lease are classified as operating or financing leases. For finance leases, lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset results in straight-line rent expense over the lease term. ASC Topic 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The lease term for all of the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Lease payments included in the measurement of the lease liability comprise fixed payments, and the exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain to exercise the option. The Company has lease agreements with lease and non-lease | |
Cash | Cash Cash includes cash held in banks. The Company deposits its cash with high credit quality institutions to minimize credit risk exposure. | |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Repair and maintenance costs are expensed as incurred. The cost of properties sold or otherwise disposed of and the related accumulated depreciation and amortization are eliminated from the balance sheet accounts at the time of disposal and resulting gains and losses are included as a component of operating income. Depreciation is recorded on a straight-line basis over the following estimated useful lives. Office and Lab Equipment 3 - 10 years Vehicles 5 years | |
Property And Equipment Useful Life | Depreciation is recorded on a straight-line basis over the following estimated useful lives. Office and Lab Equipment 3 - 10 years Vehicles 5 years | |
Investment in Equity Securities | Investment in Equity Securities The Company owns common shares, participation rights, and options to purchase additional common shares in a certain private company. The Company does not have control and does not have the ability to exercise significant influence over operating and financial policies of this entity. The investment does not have a readily determinable fair value and thus the investment is measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment. The Company’s investment totaled $122 thousand at December 31, 2020, which is included in other assets in the consolidated balance sheet. No impairment of the investment, or adjustments for observable transactions were recorded during the period from January 21, 2020 (date of inception) to December 31, 2020. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the assets from expected undiscounted future cash flows from operations. An impairment charge would be recognized equal to the amount by which the carrying amount exceeds the estimated fair value of the asset. The Company did not record any impairment loss during the period from January 21, 2020 (date of inception) to December 31, 2020. | |
Deferred Transaction Costs | Deferred Transaction Costs The Company capitalizes deferred transaction costs, which consist of direct, incremental legal, professional, accounting and other third-party fees relating to the anticipated business combination with DCRB. The deferred transaction costs will be offset against proceeds upon the consummation of the business combination. Should the planned business combination be abandoned, the deferred transaction costs will be expensed immediately as a charge to operating expenses in the consolidated statement of operations and comprehensive loss. | |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized. The Company accounts for uncertain tax positions in accordance with ASC Topic 740, Income Taxes | |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The determination of the functional currency for the Company’s foreign subsidiaries is made based on the appropriate economic factors. The functional currency of foreign subsidiaries is the Australian Dollar (AUD) for Hyzon Motors Australia and the Euro (EUR) for Hyzon Europe. The translation from the applicable foreign currencies to U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate for the period. The resulting translation adjustments are recognized as a component of accumulated other comprehensive loss. For all transactions denominated in a currency other than a subsidiary’s functional currency, exchange rate gains and losses are included in income for the period in which the exchange rates changed. Net losses of $9 thousand for foreign currency transaction activity were recorded for the period from January 21, 2020 (date of inception) to December 31, 2020. These amounts were recorded in other expense in the consolidated statement of operations and comprehensive loss. | |
Stock Based Compensation | Stock Based Compensation Employees The Company recognizes the cost of share-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. Share-based compensation expense is generally recognized on a straight-line basis over the service period, which is generally the vesting period of the award. The Company recognizes stock-based compensation cost and reverses previously recognized costs for unvested options in the period forfeitures occur. The Company determines the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the fair value of common stock, expected price volatility of common stock, expected term, risk-free interest rates, and expected dividend yield. Non-Employees The Company recognizes the cost of share-based awards granted to non-employees | |
Research and Development | Research and Development Costs related to research and development activities by the Company are expensed as incurred. | |
Selling, General and Administrative Expense | Selling, General and Administrative Expense Selling, general, and administrative expense consist of personnel costs, depreciation and amortization, travel, and marketing costs. These costs are recognized when incurred. | |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of two components, net loss and other comprehensive loss. The foreign currency translation gain or loss resulting from translation of the financial statements expressed in AUD or EUR to USD is reported in other comprehensive loss in the consolidated statement of operations and comprehensive loss. | |
Variable Interest Entity | Variable Interest Entity The Company analyzes its variable interests, including loans, guarantees, and equity investments, to determine if the Company has any variable interests in variable interest entities. This analysis includes both qualitative and quantitative reviews. Qualitative analysis is based on an evaluation of the design of the entity, its organizational structure including decision making ability, and financial agreements. Quantitative analysis is based on the entity’s forecasted cash flows. US GAAP requires a reporting entity to consolidate a variable interest entity when the reporting entity has a variable interest that provides it with a controlling financial interest in the variable interest entity. The entity that consolidates a variable interest entity is referred to as the primary beneficiary of that variable interest entity. The Company uses qualitative and quantitative analyses to determine if it is the primary beneficiary of variable interest entities. The Company has an equity investment in Hyzon Europe, which was determined to be a variable interest entity. The Company determined that it is the primary beneficiary of Hyzon Europe because it serves as the manager of the Hyzon Europe ’s operations, for which it owns 50.5%, thereby giving the Company the power to direct activities of the Hyzon Europe that most significantly impact its economic performance. The Company also has exposure to the losses of the entity and the right to receive benefits from the entity that could potentially be significant to the entity as a result of its equity interest. As a result, the results of operations of Hyzon Europe are included in the Company’s consolidated results of operations. The noncontrolling interest represents Holthausen’s ownership interest in Hyzon Europe. At December 31, 2020, the carrying amount of assets included in the accompanying consolidated balance sheet relative to this variable interest entity were $983 thousand. Further, at December 31, 2020, the carrying amount of liabilities included in the accompanying consolidated balance sheet relating to this variable interest entity were $1.2 million. While the Company has no contractual obligation to do so, it may voluntarily elect to provide the entity with additional direct or indirect financial support based on its business objectives. The creditors of Hyzon Europe do not have general recourse to credit of the Company. Upon formation of Hyzon Europe, the Company recognized a loss on consolidation of $100 thousand primarily related to initial design work and other costs incurred by Holthausen prior to the formation of Hyzon Europe which was reimbursable to Holthausen. The loss is included in other expense in the accompanying consolidated statement of operations and comprehensive loss. | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options. | |
Use of Estimates | Use of Estimates The consolidated financial statements of the Company have been prepared in conformity with US GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following at March 31, 2021 and December 31, 2020: (In thousands) At March 31, As December 31, Deposit for fuel cell components (see Note 10) 5,000 — Other vehicle inventory deposits 1,336 577 Production equipment deposits 1,236 — Other current assets 258 271 Total prepaid expenses and other current assets 7,830 848 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property plant and equipment | Property, plant, and equipment consisted of the following at March 31, 2021 and December 31, 2020: (In thousands) At March 31, At December 31, Property, plant & equipment 2,639 243 Software & machinery 1,376 128 Leasehold improvements 286 — Construction in progress 79 60 4,380 431 Less: Accumulated depreciation and amortization (68 ) (13 ) Property and equipment, net 4,312 418 | Property and equipment consisted of the following at December 31, 2020: In thousands Office equipment $ 79 Vehicles 243 Lab equipment 49 Construction in progress 60 431 Less: Accumulated depreciation and amortization (13 ) Property and equipment, net $ 418 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the periods ended March 31, 2021 and 2020 (in thousands, except share and per share data): For the three For the period Net loss attributable to Hyzon $ (8,147 ) $ (124 ) Weighted average shares outstanding 93,793,115 83,750,000 Earnings per common share – basic and diluted $ (0.09 ) $ (0.00 ) | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the period from January 21, 2020 (date of inception) to December 31, 2020 (in thousands, except share and per share data): Net loss attributable to Hyzon (14,271 ) Weighted average shares outstanding 86,145,594 Earnings per common share—basic and diluted (0.17 ) |
Revenues (Tables)
Revenues (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
Summary of Contract Liabilities | Significant changes in the contract liabilities balances during the period from January 21, 2020 (date of inception) through December 31, 2020 are as follows: Contract liabilities In thousands Contract liability at January 21, 2020 (date of inception) $ — Increases due to cash received 2,608 Net change in contract liabilities $ 2,608 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
Schedule of Assumptions to Estimate Fair Value of Stock Options | For the awards described above which vested immediately, the following table discloses the assumptions utilized in the Black Scholes option pricing model: Expected volatility 90 % Expected dividend $ 0.00 Weighted average expected term (in years) 7.5 Risk-free rate .68 % The following table discloses the assumptions, or range of assumptions, utilized for stock options granted during the period from January 21, 2020 (date of inception) to December 31, 2020: Expected volatility 90 % Expected dividend $ 0.00 Weighted average expected term (in years) .4-5.0 Risk-free rate .1-.4 % |
Schedule of Stock Option Activity | The following table summarizes the changes in options during the period from January 21, 2020 (date of inception) to December 31, 2020: Number of Weighted Range of Weighted Outstanding as of January 21, 2020 — — — Granted 11,372,505 $ 2.01 2.00-2.73 9.0 Exercised — — — Forfeited — — — Outstanding as of December 31, 2020 11,372,505 $ 2.01 2.00-2.73 9.0 Exercisable as of December 31, 2020 7,040,670 $ 2.01 2.00-2.73 7.0 |
Income Taxes (Tables)
Income Taxes (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
Schedule of Reconciliation of Statutory Tax Rate and Effective Tax Rate | A reconciliation of the expected income tax expense (benefit) computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Federal tax at a statutory rate 21.0 % Earnings taxed at other than Federal statutory rate 0.3 Change in valuation allowance (21.3 ) Income tax provision 0.0 % |
Schedule of Deferred Income Tax Assets and Liabilities | Deferred income tax assets and liabilities resulting from temporary differences are summarized as follows: In thousands Deferred income tax assets: Net operating loss carryforward $ 931 Stock based compensation 2,097 Lease liabilities 378 Deferred income tax assets—total 3,406 Deferred income tax liabilities: Property and equipment (4 ) Right of use assets (348 ) Deferred income tax liabilities—total (352 ) Less: Valuation allowance 3,054 Deferred income taxes, net $ — |
Leases (Tables)
Leases (Tables) | 11 Months Ended |
Dec. 31, 2020 | |
Schedule of Components of Lease Cost | The components of the lease expense for the period from inception (January 21, 2020) to December 31, 2020 are as follows: In thousands Operating lease cost 19 Variable lease cost 30 Finance lease cost: Amortization of right-of-use 172 Interest on lease liabilities 35 Total lease cost 256 |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases for the period from inception (January 21, 2020) to December 31, 2020 was as follows: In thousands Cash paid for amount included in the measurement of lease liabilities: Operating cash flows from operating leases $ 19 Operating cash flows from finance leases $ 35 Financing cash flows from finance leases $ 29 In thousands Right-of-use Operating leases $ 780 Finance leases $ 886 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases as of December 31, 2020 was as follows: Operating leases: Operating lease right-of-use $ 942 Operating lease liabilities $ (942 ) Finance leases: Finance lease right-of-use $ 713 Finance lease liabilities $ (857 ) Weighted average remaining lease term: Operating leases 4.9 years Finance leases 2.4 years Weighted average discount rate: Operating leases 7.1 % Finance leases 6.9 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities are as follows: Year Ending December 31, Operating Finance 2021 226 256 2022 226 448 2023 226 240 2024 226 — 2025 and thereafter 205 — Total minimum lease payments 1,109 944 Less: imputed interest (167 ) (87 ) Total lease liabilities 942 857 |
NATURE OF BUSINESS AND BASIS _3
NATURE OF BUSINESS AND BASIS OF PRESENTATION - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 11 Months Ended | |
Feb. 28, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 30, 2020 | |
Accumulated deficit | $ 32,400 | ||||
Proceeds from issuance of convertible notes | 45,000 | $ 500 | |||
Cash | 47,773 | 17,139 | |||
Net loss | $ (124) | (8,389) | (14,376) | ||
Accumulated deficit | $ (22,418) | $ (14,271) | |||
Subsequent Event [Member] | |||||
Proceeds from issuance of convertible notes | $ 45,000 | ||||
Hyzon Europe [Member] | |||||
Ownership interest | 50.50% | ||||
Holthausen | |||||
Ownership interest | 49.50% | ||||
Noncontrolling interest | 49.50% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 11 Months Ended |
Mar. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies Details [Line Items] | |||
Restricted cash | $ 400 | ||
Investment in equity securities | $ 122 | ||
Recognized income tax positions | Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. | ||
Foreign currency transaction | $ 9 | ||
Variable interest entity, percentage ownership | 50.50% | ||
Assets | 66,441 | $ 21,005 | |
Liabilities | 69,621 | 6,244 | |
Net Income Loss | $ (124) | $ (8,147) | (14,271) |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Summary of Significant Accounting Policies Details [Line Items] | |||
Assets | 983 | ||
Liabilities | 1,200 | ||
Net Income Loss | $ (100) |
Revenues - Additional Informati
Revenues - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | $ 2,905 | $ 2,608 |
Remaining performance obligations | $ 19,700 | $ 10,000 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Deposit for fuel cell components (see Note 10) | $ 5,000 | |
Other vehicle inventory deposits | 1,336 | $ 577 |
Production equipment deposits | 1,236 | |
Other current assets | 258 | 271 |
Total prepaid expenses and other current assets | $ 7,830 | $ 848 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | $ 4,380 | $ 431 |
Less: Accumulated depreciation and amortization | (68) | (13) |
Property and equipment, net | 4,313 | 418 |
Property, plant & equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 2,639 | 243 |
Software and machinery [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 1,376 | 128 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 286 | |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | $ 79 | 60 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 79 | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 243 | |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | $ 49 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 11 Months Ended |
Jan. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Depreciation and amortization expenses | $ 0 | $ 55 | $ 13 | |
Purchase assets | $ 2,300 | $ 3,950 | $ 431 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 19, 2020 | Aug. 24, 2020 | Feb. 28, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||||
Proceeds from issuance of convertible notes | $ 45,000 | $ 500 | |||
Amount of proceeds that would trigger conversion of convertible notes | 10,000 | ||||
Pre-money valuation | $ 175,000 | ||||
Number of common shares | 250,000 | ||||
Convertible Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of convertible notes | $ 45,000 | ||||
Percentage of price per share | 90.00% | ||||
Interest rate | 1.00% | ||||
Embedded derivative amount | $ 4,500 | ||||
Interest expenses | 69,000 | ||||
Change in value of bifurcated embedded derivative | $ 4,500 | ||||
Agreements [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of convertible notes | $ 500 | ||||
Interest rate | 10.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Income tax expense (benefit) | $ 0 | $ 0 |
Deferred tax assets net | 6,900,000 | 3,100,000 |
Unrecognized tax benefit | 0 | 0 |
Accrued interest and penalties | $ 0 | 0 |
Federal [Member] | ||
Net operating loss carryforwards | 3,800,000 | |
Deferred tax assets, operating loss carryforwards, not subject to expiration | 3,800,000 | |
Foreign [Member] | ||
Net operating loss carryforwards | 512,000 | |
Deferred tax assets, operating loss carryforwards, not subject to expiration | 299,000 | |
Foreign [Member] | 2026 [Member] | ||
Deferred tax assets, operating loss carryforwards, subject to expiration | $ 213,000 | |
Operating loss carryforwards, expiration date | Mar. 31, 2026 |
Stock Compensation - Additional
Stock Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Nov. 12, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 76,000 | 11,372,505 | ||
Share-based compensation arrangement by share-based payment award, options, grants in period, weighted average grant date fair value | $ 2.98 | $ 1.17 | ||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | |||
Share-based compensation arrangement by share-based payment award, options, exercises in period | 65,005 | 0 | ||
Exercise of stock options | $ 187 | |||
Share-based compensation arrangement by share-based payment award, options, forfeitures in period | 6,000 | 0 | ||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 11,377,500 | 11,372,505 | 0 | |
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average exercise price | $ 2.01 | $ 2.01 | ||
Share-based payment arrangement, expense | $ 290 | $ 10,000 | ||
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average remaining contractual term | 9 years | |||
Share-based compensation arrangements by share-based payment award, options, grants in period, weighted average exercise price | $ 2.01 | |||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 13,300 | |||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 3,000 | |||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 5 years | |||
Share-based compensation arrangement by share-based payment award, options, outstanding, intrinsic value | $ 27,700 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, granted | 492,000 | |||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value | $ 7.67 | |||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, outstanding, number | 492,000 | 0 | ||
Stock Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 6,250,000 | |||
Reserved shares of common stock | 16,250,000 | |||
Options exercise period date of grant | 15 years | |||
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average remaining contractual term | 15 years | 5 years | ||
Stock Incentive Plan [Member] | Share-based Payment Arrangement, Employee [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 3,125,000 | |||
Share-based payment arrangement, expense | $ 4,500 | |||
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average remaining contractual term | 15 years | |||
Share-based compensation arrangements by share-based payment award, options, grants in period, weighted average exercise price | $ 2 | |||
Stock Incentive Plan [Member] | Share-based Payment Arrangement, Nonemployee [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based payment arrangement, expense | $ 67 | |||
Share-based compensation arrangement by share-based payment award, options, vested and expected to vest, outstanding, number | 100,000 | |||
Deferred compensation share-based arrangements, liabilities | $ 254 | |||
Stock Incentive Plan [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based payment arrangement, expense | $ 4,900 | |||
Share-based compensation arrangements by share-based payment award, options, grants in period, weighted average exercise price | $ 2 | |||
Stock Incentive Plan [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based payment arrangement, expense | $ 1,200 | |||
Share-based compensation arrangements by share-based payment award, options, grants in period, weighted average exercise price | $ 2 | |||
Share-based compensation arrangement by share-based payment award, options, outstanding, period increase (decrease), weighted average exercise price | $ 1 | |||
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average exercise price | $ 2 | |||
Share-based compensation arrangements by share-based payment award, options, grants in period, weighted average exercise price | 2 | |||
Minimum [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average exercise price | 2.73 | |||
Share-based compensation arrangements by share-based payment award, options, grants in period, weighted average exercise price | $ 2.73 | |||
Maximum [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 11 Months Ended |
Jan. 31, 2021 | Mar. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Related Party Transaction [Line Items] | ||||
Horizon license agreement payable | $ 10,000 | |||
Joint Venture Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party payable | 322 | $ 187 | ||
Fuel Cell Technologies [Member] | ||||
Related Party Transaction [Line Items] | ||||
Deposit payment | 5,000 | |||
Related party liability | 1,000 | 372 | ||
Compensation cost | $ 124 | $ 93 | $ 518 | |
Intellectual Property [Member] | Subsequent Event [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of payments | 2 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) - Segment | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of operating segments | 3 | 3 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 11 Months Ended |
Mar. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net loss attributable to Hyzon | $ (124) | $ (8,147) | $ (14,271) |
Weighted average shares outstanding | 83,750,000 | 93,793,115 | 86,145,594 |
Earnings per common share - basic and diluted | $ 0 | $ (0.09) | $ (0.17) |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Detail) - shares shares in Millions | 2 Months Ended | 3 Months Ended | 11 Months Ended |
Mar. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Anti-dilutive Securities Excluded from Computation of Earnings Per Share | 11.9 | 16 | |
Potentially dilutive Securities | 0 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Property And Equipment Useful Life (Detail) | 11 Months Ended |
Dec. 31, 2020 | |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Minimum [Member] | Office And Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Maximum [Member] | Office And Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 10 years |
Revenue - Summary of Contract L
Revenue - Summary of Contract Liabilities (Detail) $ in Thousands | 11 Months Ended |
Dec. 31, 2020USD ($) | |
Increases due to cash received | $ 2,608 |
Net change in contract liabilities | $ 2,608 |
Capital Structure - Additional
Capital Structure - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 16, 2020 | Jul. 27, 2020 | Dec. 31, 2020 | Mar. 31, 2021 |
Class of Stock [Line Items] | ||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 150,000,000 | 150,000,000 | ||
Common stock, shares issued | 93,750,000 | 93,815,005 | ||
Common stock, shares outstanding | 93,750,000 | 93,815,005 | ||
Common stock issued, value | $ 18,476 | |||
Common stock issuance transaction costs | $ 1,024 | |||
Option Agreement [Member] | Ascent [Member] | ||||
Class of Stock [Line Items] | ||||
Sale of common shares in transaction | 3 | |||
Sale of common stock, description | The option expires at the earlier of the nine-month anniversary of the final closing of the Round A Transaction or the three-month anniversary of the closing of the business combination with DCRB or another similar qualified financing and remains outstanding at December 31, 2020. | |||
Common stock exercise price | $ 2.73 | |||
Maximum [Member] | Option Agreement [Member] | Ascent [Member] | ||||
Class of Stock [Line Items] | ||||
Sale of common shares in transaction | 4.6 | |||
Purchase Agreement [Member] | ||||
Class of Stock [Line Items] | ||||
Sale of common shares in transaction | 10,000,000 | |||
Sale of common stock, description | The Round A Transaction closed on various dates between October 7, 2020 and November 12, 2020. | |||
Common stock issued, value | $ 20,000 | |||
Common stock issued, shares | 10,000,000 | |||
Common stock issuance transaction costs | $ 1,000 | |||
Equity instrument granted | 274,000 | |||
Equity instrument fair value | $ 309 |
Stock Compensation - Schedule o
Stock Compensation - Schedule of Assumptions to Estimate Fair Value of Stock Options (Detail) - Stock Incentive Plan [Member] | 11 Months Ended |
Dec. 31, 2020 | |
Expected volatility | 90.00% |
Expected dividend | 0.00% |
Weighted average expected term (in years) | 7 years 6 months |
Risk-free rate | 0.68% |
Share-based Payment Arrangement, Employee [Member] | |
Expected volatility | 90.00% |
Expected dividend | 0.00% |
Risk-free rate, minimum | 0.10% |
Risk-free rate. maximum | 0.40% |
Minimum [Member] | Share-based Payment Arrangement, Employee [Member] | |
Weighted average expected term (in years) | 4 months 24 days |
Maximum [Member] | Share-based Payment Arrangement, Employee [Member] | |
Weighted average expected term (in years) | 5 years |
Stock Compensation - Schedule_2
Stock Compensation - Schedule of Stock Option Activity (Detail) - $ / shares | 3 Months Ended | 11 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of Options, Outstanding as of January 21, 2020 | 11,372,505 | |
Number of Options, Granted | 76,000 | 11,372,505 |
Number of Options, Exercised | 65,005 | 0 |
Number of Options, Forfeited | 6,000 | 0 |
Number of Options, Outstanding as of December 31, 2020 | 11,377,500 | 11,372,505 |
Number of Options, Exercisable as of December 31, 2020 | 7,040,670 | |
Weighted average exercise price, Granted | $ 2.01 | |
Weighted average exercise price, Outstanding as of December 31, 2020 | $ 2.01 | 2.01 |
Weighted average exercise price, Exercisable as of December 31, 2020 | $ 2.01 | |
Weighted Average Remaining Term (in Years), Granted | 9 years | |
Weighted Average Remaining Term (in Years), Outstanding as of December 31, 2020 | 9 years | |
Weighted Average Remaining Term (in Years), Exercisable as of December 31, 2020 | 7 years | |
Minimum [Member] | ||
Weighted average exercise price, Granted | $ 2 | |
Weighted average exercise price, Outstanding as of December 31, 2020 | 2 | |
Weighted average exercise price, Exercisable as of December 31, 2020 | 2 | |
Maximum [Member] | ||
Weighted average exercise price, Granted | 2.73 | |
Weighted average exercise price, Outstanding as of December 31, 2020 | 2.73 | |
Weighted average exercise price, Exercisable as of December 31, 2020 | $ 2.73 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Statutory Tax Rate and Effective Tax Rate (Detail) | 11 Months Ended |
Dec. 31, 2020 | |
Federal tax at a statutory rate | 21.00% |
Earnings taxed at other than Federal statutory rate | 0.30% |
Change in valuation allowance | (21.30%) |
Income tax provision | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Deferred income tax assets: | |
Net operating loss carryforward | $ 931 |
Stock based compensation | 2,097 |
Lease liabilities | 378 |
Deferred income tax assets-total | 3,406 |
Deferred income tax liabilities: | |
Property and equipment | (4) |
Right of use assets | (348) |
Deferred income tax liabilities-total | (352) |
Less: Valuation allowance | 3,054 |
Deferred income taxes, net | $ 0 |
Leases - Additional Information
Leases - Additional Information (Detail) | Nov. 30, 2020 | May 31, 2020 |
Finance lease term | 3 years | |
Operating lease term | 5 years |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Cost (Detail) $ in Thousands | 11 Months Ended |
Dec. 31, 2020USD ($) | |
Operating lease cost | $ 19 |
Variable lease cost | 30 |
Finance lease cost: | |
Amortization of right-of-use assets | 172 |
Interest on lease liabilities | 35 |
Total lease cost | $ 256 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Detail) $ in Thousands | 11 Months Ended |
Dec. 31, 2020USD ($) | |
Cash paid for amount included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 19 |
Operating cash flows from finance leases | 35 |
Financing cash flows from finance leases | 29 |
Right-of-use assets obtained in exchange for new lease liabilities: | |
Operating leases | 780 |
Finance leases | $ 886 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Operating leases: | ||
Operating lease right-of-use assets | $ 1,507 | $ 1,656 |
Operating lease liabilities | (942) | |
Finance leases: | ||
Finance lease right-of-use assets | 713 | |
Finance lease liabilities | $ (857) | |
Weighted average remaining lease term: | ||
Operating leases | 4 years 10 months 25 days | |
Finance leases | 2 years 4 months 24 days | |
Weighted average discount rate: | ||
Operating leases | 7.10% | |
Finance leases | 6.90% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
2021 | $ 226 |
2022 | 226 |
2023 | 226 |
2024 | 226 |
2025 and thereafter | 205 |
Total minimum lease payments | 1,109 |
Total minimum lease payments | 1,109 |
Less: imputed interest | (167) |
Total lease liabilities | 942 |
2021 | 256 |
2022 | 448 |
2023 | 240 |
2024 | 0 |
2025 and thereafter | 0 |
Total minimum lease payments | 944 |
Total minimum lease payments | 944 |
Less: imputed interest | (87) |
Total lease liabilities | $ 857 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 08, 2021 | Jan. 19, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||
Facility in cash | $ 2,300 | $ 3,950 | $ 431 | |||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from sale of convertible notes to investor | $ 45,000 | |||||
Qualified financing ratio | 90.00% | |||||
Facility in cash | $ 2,300 | |||||
Subsequent Event [Member] | Business Combination Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Cash held in trust | $ 225,700 | |||||
Aggregate amount of committed common stock | $ 355,000 | |||||
Common stock per share | $ 10 |