Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 11, 2021 | |
Document Information Line Items | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Hyzon Motors, Inc. | |
Entity Central Index Key | 0001716583 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39632 | |
Entity Incorporation, State or Country Code | DE | |
Entity Common Stock, Shares Outstanding | 247,215,716 | |
Entity Tax Identification Number | 82-2726724 | |
Entity Address, Address Line One | 475 Quaker Meeting House Road | |
Entity Address, City or Town | Honeoye Falls | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14472 | |
City Area Code | 585 | |
Local Phone Number | 484-9337 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Stock | ||
Document Information Line Items | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | HYZN | |
Security Exchange Name | NASDAQ | |
Warrant | ||
Document Information Line Items | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | HYZNW | |
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 167,284 | |
Investment held in Trust Account | 225,734,427 | $ 225,727,721 |
Prepaid insurance | 769,425 | 1,062,000 |
Total current assets | 226,671,136 | 226,789,721 |
Total assets | 226,671,136 | 226,789,721 |
Current liabilities: | ||
Accrued offering costs | 175,000 | 175,000 |
Accounts payable—affiliate | 3,375,977 | 1,324,257 |
Accrued expenses | 3,533,899 | 3,572,935 |
Total Current Liabilities | 7,084,876 | 5,072,192 |
Warrant liabilities | 40,763,719 | 33,600,270 |
Deferred underwriting fee payable | 7,900,376 | 7,900,376 |
Total liabilities | 55,748,971 | 46,572,838 |
COMMITMENTS AND CONTINGENCIES | ||
Class A common stock subject to possible redemption, 16,592,216 and 17,521,688 shares at June 30, 2021 and December 31, 2020, respectively, at $10.00 per share | 165,922,160 | 175,216,880 |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 36,135,858 | 26,841,231 |
Accumulated deficit | (31,137,015) | (21,842,297) |
Total stockholders' equity | 5,000,005 | 5,000,003 |
Total liabilities and stockholders' equity | 226,671,136 | 226,789,721 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock value | 598 | 505 |
Total stockholders' equity | 598 | 505 |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock value | 564 | 564 |
Total stockholders' equity | $ 564 | $ 564 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common stock subject to possible redemption | 16,592,216 | 17,521,688 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10 | $ 10 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 5,980,286 | 5,050,814 |
Common stock, shares outstanding | 5,980,286 | 5,050,814 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 5,643,125 | 5,643,125 |
Common stock, shares outstanding | 5,643,125 | 5,643,125 |
Unaudited Statements of Operati
Unaudited Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating expenses: | ||||
General and administrative expenses | $ 1,361,853 | $ 860 | $ 2,137,975 | $ 1,719 |
Loss from operations | (1,361,853) | (860) | (2,137,975) | (1,719) |
Other Income | ||||
Interest earned on marketable securities held in Trust Account | 3,372 | 6,706 | ||
Change in fair value of warrant liabilities | (6,824,865) | (7,163,449) | ||
Net loss | $ (8,183,346) | $ (859) | $ (9,294,718) | $ (1,719) |
Weighted average shares outstanding of Class A redeemable common stock, basic and diluted | 22,572,502 | 22,572,502 | ||
Basic and diluted net income per common share, Class A redeemable common stock | $ 0 | |||
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted | 5,643,125 | 5,643,125 | 5,643,125 | 5,643,125 |
Basic and diluted net loss per common share, Class B non-redeemable common stock | $ 0 | $ 0 | $ (1.65) | $ 0 |
Unaudited Statements of Changes
Unaudited Statements of Changes in Stockholders' Equity - USD ($) | Total | Additional Paid-in Capital | Accumulated Deficit [Member] | Class A Common Stock | Class B Common Stock |
Balances at Dec. 31, 2019 | $ 24,600 | $ 243,447 | $ (219,422) | $ 575 | |
Balance at beginning (in Shares) at Dec. 31, 2019 | 5,750,000 | ||||
Net loss | (859) | (859) | |||
Balances at Mar. 31, 2020 | 23,741 | 243,447 | (220,281) | $ 575 | |
Balances at Ending (in Shares) at Mar. 31, 2020 | 5,750,000 | ||||
Balances at Dec. 31, 2019 | 24,600 | 243,447 | (219,422) | $ 575 | |
Balance at beginning (in Shares) at Dec. 31, 2019 | 5,750,000 | ||||
Net loss | (1,719) | ||||
Balances at Jun. 30, 2020 | 22,881 | 243,447 | (221,141) | $ 575 | |
Balances at Ending (in Shares) at Jun. 30, 2020 | 5,750,000 | ||||
Balances at Mar. 31, 2020 | 23,741 | 243,447 | (220,281) | $ 575 | |
Balance at beginning (in Shares) at Mar. 31, 2020 | 5,750,000 | ||||
Net loss | (860) | (860) | |||
Balances at Jun. 30, 2020 | 22,881 | 243,447 | (221,141) | $ 575 | |
Balances at Ending (in Shares) at Jun. 30, 2020 | 5,750,000 | ||||
Balances at Dec. 31, 2020 | 5,000,003 | 26,841,231 | (21,842,297) | $ 505 | $ 564 |
Balance at beginning (in Shares) at Dec. 31, 2020 | 5,050,814 | 5,643,125 | |||
Common stock subject to possible redemption | 1,111,370 | 1,111,359 | $ 11 | ||
Common stock subject to possible redemption (in Shares) | 111,137 | ||||
Net loss | (1,111,372) | (1,111,372) | |||
Balances at Mar. 31, 2021 | 5,000,001 | 27,952,590 | (22,953,669) | $ 516 | $ 564 |
Balances at Ending (in Shares) at Mar. 31, 2021 | 5,161,951 | 5,643,125 | |||
Balances at Dec. 31, 2020 | 5,000,003 | 26,841,231 | (21,842,297) | $ 505 | $ 564 |
Balance at beginning (in Shares) at Dec. 31, 2020 | 5,050,814 | 5,643,125 | |||
Net loss | (9,294,718) | ||||
Balances at Jun. 30, 2021 | 5,000,005 | 36,135,858 | (31,137,015) | $ 598 | $ 564 |
Balances at Ending (in Shares) at Jun. 30, 2021 | 5,980,286 | 5,643,125 | |||
Balances at Mar. 31, 2021 | 5,000,001 | 27,952,590 | (22,953,669) | $ 516 | $ 564 |
Balance at beginning (in Shares) at Mar. 31, 2021 | 5,161,951 | 5,643,125 | |||
Common stock subject to possible redemption | 8,183,350 | 8,183,268 | $ 82 | ||
Common stock subject to possible redemption (in Shares) | 818,335 | ||||
Net loss | (8,183,346) | (8,183,346) | |||
Balances at Jun. 30, 2021 | $ 5,000,005 | $ 36,135,858 | $ (31,137,015) | $ 598 | $ 564 |
Balances at Ending (in Shares) at Jun. 30, 2021 | 5,980,286 | 5,643,125 |
Unaudited Statements of Cash Fl
Unaudited Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flow from operating activities: | ||
Net loss | $ (9,294,718) | $ (1,719) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | 7,163,449 | |
Interest earned on marketable securities held in Trust Account | (6,706) | |
Changes in operating assets and liabilities: | ||
Accounts payable | 2,051,720 | 1,719 |
Accrued expenses | (39,036) | |
Prepaid insurance | 292,575 | |
Net cash used in operating activities | 167,284 | |
Net increase in cash | 167,284 | |
Cash at beginning of period | 0 | 315,600 |
Cash at end of period | 167,284 | $ 315,600 |
Supplemental disclosure of non-cash financing activities: | ||
Change in value of Class A common stock subject to possible redemption | $ (9,294,720) |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Organization and General Silver Run Acquisition Corporation III was incorporated in Delaware on September 7, 2017. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). On August 18, 2020, the Company changed its name from Silver Run Acquisition Corporation III to Decarbonization Plus Acquisition Corporation (the “Company” o At June 30, 2021, the Company had not commenced an y non-operating The registration statement for the Initial Public Offering was declared effective on October 19, 2020. On October 22, 2020, the Company consummated the Initial Public Offering of 22,572,502 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 2,572,502 units (the “Over-allotment Units”) on November 12, 2020, at $10.00 per Unit, generating gross proceeds of $225,725,020, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of 6,514,500 warrants (the “Private Placement Warrants”), including 514,500 warrants as a result of the underwriters’ partial exercise of their over-allotment option on November 12, 2020, at a price of $1.00 per Private Placement Warrant in a private placement to Decarbonization Plus Acquisition Sponsor, LLC (the “Sponsor”), the Company’s independent directors and an affiliate of the Company’s chief executive officer, generating gross proceeds of $6,514,500, which is described in Note 4. Transaction costs amounted to $12,969,969, consisting of $4,514,500 of underwriting fees, $7,900,376 of deferred underwriting fees and $555,093 of other offering costs. In addition, at June 30, 2021, there was $167,284 of cash held outside of the Trust Account (as defined below) available for working capital purposes, but the Company has access to working capital loans from the Sponsor, which is described in Note 4. Following the closing of the Initial Public Offering on October 22, 2020 and the partial exercise of the underwriters’ over-allotment option on November 12, 2020, an amount of $225,725,020 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States. The proceeds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 The Company’s amended and restated certificate of incorporation prior to the Business Combination provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: pre-Initial Initial Business Combination The following description relates to the Company prior to the consummation of the Business Combination. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under the Nasdaq Capital Market rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity”(“ASC 480”). Pursuant to the Company’s amended and restated certificate of incorporation prior to the Business Combination, if the Company is unable to complete per-share In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Going Concern and Liquidity As of June 30, 2021, the Company had a cash balance of $167,284, but the Company h a d o Prior to the consummation of an Initial Business Combination (which was consummated on July 16, 2021, as discussed in Note 8), the Company used funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Initial Business Combination. As discussed in Note 8, the Company consummated a business combination that was approved by shareholders of the Company on July 16, 2021. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary since its formation. All material intercompany balances and transactions have been eliminated in consolidation. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any future period. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging The accompanying unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Amendment No. 1 of the Form 10-K/A Net Loss Per Common Share Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. For the three months and six months ended June 30, 2021 the Company has not considered the effect of warrants sold in the Initial Public Offering and private placement in the calculation of diluted income (loss) per share since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. For the three months and six months ended June 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per common share is the same as basic loss per common share for the periods. The Company’s statements of operations include a presentation of income (loss) per share for common stock in a manner similar to the two-class non-redeemable Non-redeemable The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2021 2020 2021 2020 Class A Redeemable Common Stock Numerator: Earnings allocable to Class A Redeemable Common Stock Interest Income 3,372 — 6,706 — Income and Franchise Tax (3,372 ) — (6,706 ) — Redeemable — — — — Denominator: Weighted Average Class A Redeemable Common Stock Class A Redeemable Common Stock, Basic and Diluted 22,572,502 — 22,572,502 — Income (Loss)/Basic and Diluted Class A Redeemable Common Stock — — Class B Non-Redeemable Common Stock Numerator: Net Loss minus Class A Redeemable Net Loss Net Loss (8,183,346 ) (860 ) (9,294,718 ) (1,719 ) Class A Redeemable Net Loss — — — — Class B Non-Redeemable Net Loss (8,183,346 ) (860 ) (9,294,718 ) (1,719 ) Denominator: Weighted Average Class B Non-Redeemable Common Stock Class B Non-Redeemable Common Stock, Basic and Diluted 5,643,125 5,000,000 5,643,125 5,000,000 Loss/Basic and Diluted Class B Non-Redeemable Common Stock (1.45 ) (0.00 ) (1.65 ) (0.00 ) Note: For the three months ended and six months ended June 30, 2021 and 2020, basic and diluted shares are the same as there are no securities that are dilutive to the Company’s common stockholders under the treasury method. Concentration of Credit Risk Financial instruments that potentially subject th e e of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the condensed The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. See Note 7 for the levels within the valuation hierarchy, as well as additional information on assets and liabilities measured at fair value. Use of Estimates The preparation of these Condensed consolidated financial statements in conformity with GAAP requires the Company’s 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 these financial statements and the reported amounts of expenses during the reporting periods. Accordingly, the actual results could differ from those estimates. Cash and cash equivalents Cash includes amounts held at banks with an original maturity of less than three months. As of June 30, 2021, and December 31, 2020, the Company held $167,284 and $0, respectively, in cash. The Company held no cash equivalents at June 30, 2021 or December 31, 2020. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2021 and December 31, Class Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. The Company incurred offering costs amounting to $11,555,093 upon the completion of the Initial Public Offering. In connection with the sale of the Over-allotment Units, the Company incurred an additional $514,500 of underwriting fees and $900,376 of deferred underwriting fees. The Company complies with the requirements of ASC 340-10-S99-1 As of June 30, 2021 and December 31, 2020, the Company had no deferred offering costs on the accompanying condensed Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between these financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to b e FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits, deferred tax assets or valuations against them as of June 30, 2021 and December 31, 2020, respectively. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three months ended and six months ended June 30, 2021 and 2020, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company had no tax liability as of June 30, 2021 and December 31, 2020, respectively. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Public Offering
Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Regulated Operations [Abstract] | |
Public Offering | Note 3 — Public Offering Pursuant to the Initial Public Offering, the Company sold 22,572,502 Units, at a purchase price of $10.00 per Unit, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 2,572,502 Over-allotment Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On September 12, 2017, the Sponsor purchased 11,500,000 shares of Class B common stock (the “Founder Shares”) for an aggregate price of $25,000, or approximately $0.002 per share. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. The Founder Shares are identical to the Public Shares except that the Founder Shares automatically convert into shares of Class A common stock at the time of the Company’s Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. On September 18, 2020, the Sponsor agreed to return 2,875,000 Founder Shares to the Company at no cost. In October 2020, the Sponsor agreed to return an additional 2,875,000 Founder Shares to the Company at no cost. The Sponsor and an affiliate of the Company’s chief executive officer agreed to forfeit up to an aggregate of 750,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture would be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ partial exercise their over-allotment option on November 12, 2020, 643,125 Founder Shares are no longer subject to forfeiture. The over-allotment option expired on December 3, 2020, resulting in the forfeiture of 106,875 Founder Shares to the Company at no cost. The Sponsor and the Company’s officers, directors and an affiliate of the Company’s chief executive officer have waived their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of an Initial Business Combination. If the Initial Business Combination is not completed within 24 months from the closing of the Initial Public Offering, the Sponsor and the Company’s officers, directors and an affiliate of the Company’s chief executive officer have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them. The Company’s initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Sponsor and the Company’s independent directors and an affiliate of the Company’s chief executive officer purchased 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,000,000. The Sponsor and an affiliate of the Company’s chief executive officer agreed to purchase up to an additional 600,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or an aggregate additional $600,000, to the extent the underwriter’s over-allotment option was exercised in full. Simultaneously with the closing of the sale of the Over-allotment Units, the Sponsor and the affiliate of the Company’s chief executive officer purchased an additional 514,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $514,500 (see Note 2 for further information regarding the accounting treatment of the Private Placement Warrants). Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, the proceeds of the sale of the Private Placement Warrants held in the Trust Account will be used to partially fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers, directors and an affiliate of the Company’s chief executive officer have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Registration Rights Pursuant to a Registration Rights Agreements entered into on October 19, 2020, the holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans (as defined below), if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Related Party Loans On September 12, 2017, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest Note. The Note is no longer available to the Company. In addition to the Note, the Sponsor paid certain costs related to formation and offering for the Company. Costs in the amount of $219,022 were forgiven by the Sponsor in December 2019 and have been recorded within additional paid-in As of June 30, 2021, and December 31, 2020, the Company owe d December 31, 2020, respectively are related to the Working Capital Loans. Related Party Note On July 16, 2021, the Company and the Sponsor entered into a note agreement, whereby the Sponsor agreed to loan the Company an aggregate of $1,500,000 to cover working capital requirements. The note agreement c o Advance from Related Party As of October 22, 2020, the Sponsor and affiliate of the Company’s chief executive officer advanced $600,000 to the Company to cover the purchase of additional Private Placement Warrants if the over-allotment is exercised in full. Simultaneously with the closing of the sale of the Over-allotment Units, the Company utilized the advance from the Sponsor and the affiliate of the Company’s chief executive officer to issue an additional 514,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (see Note 2 for further information regarding the accounting treatment of the Private Placement Warrants). The over-allotment option expired on December 3, 2020, resulting in the return of $85,500 of the advancement not utilized. As of June 30, 2021 and December 31, 2020, there were no advances outstanding. Administrative Support Agreement The Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended and six months ended June 30, 2021, the Company incurred $30,000 and $60,000, respectively, of monthly fees to the affiliate of the Sponsor, of which $60,000 remained outstanding at June 30, 2021. There were no such fees for the three and six months ended June 30, 2020, and no amounts due at December 31, 2020. Working Capital Loans In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans. In the event that an Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any working capital loans, up to $1,500,000 of such loans may be converted into warrants of the post business combination entity at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of June 30, 2021 and December 31, 2020, the Company had $0 and $0 borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,900,376 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement. Business Combination Agreement On February 8, 2021, the Company entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”) with DCRB Merger Sub Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”), and Hyzon Motors, Inc., a Delaware corporation (“Legacy Hyzon”), pursuant to which Merger Sub will be merged with and into Legacy Hyzon (the “Merger,” together with the other transactions related thereto, the “Proposed Transactions”), with Legacy Hyzon surviving the Merger as our wholly owned subsidiary. The parties completed the Proposed Transactions on July 16, 2021 following the Company’s stockholders approval of the Proposed Transactions on July 15, 2021. Please see the Form 8-K In connection with the Business Combination, certain of DCRB’s purported stockholders filed lawsuits against DCRB and its directors asserting claims for breaches of fiduciary duty: Lanctot v. Decarbonization Plus Acquisition Corp. et al Pham v. Decarbonization Plus Acquisition Corp. et al Risks and Uncertainties The Company continues to evaluate the impact of the COVID-19 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 6 — Stockholders’ Equity Common Stock On October 19, 2020, the Company amended and restated its certificate of incorporation to, among other things, increase the number of authorized shares of Class A common stock from 200,000,000 to 250,000,000. The authorized common stock of the Company includes up to 250,000,000 shares of Class A common stock with a par value of $0.0001 per share and 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At June 30, 2021, and December 31, 2020, there were 22,572,502 and 22,572,502 shares, respectively, of Class A common stock issued and outstanding, of which 17,410,551 and 17,521,688 shares, respectively, were subject to possible redemption. At June 30, 2021 and December 31, 2020, there were 5,643,125 shares of Class B common stock issued and outstanding, which reflects that on September 18, 2020, October 7, 2020, October 8, 2020 and December 3, 2020, the Sponsor returned 2,875,000, 1,437,500, 1,437,500 and 106,875 Founder Shares, respectively, to the Company at no cost. The Sponsor and an affiliate of the Company’s chief executive officer agreed to forfeit up to an aggregate of 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture would be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment option, 106,875 Founder Shares were forfeited. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Warrants Each whole Warrant entitles the holder thereof to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as described in the prospectus for the Initial Public Offering. Only whole Warrants are exercisable. The Warrants will become exercisable on the later of 30 days after the completion of an Initial Business Combination or 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation, as described in the prospectus for the Initial Public Offering. No fractional Warrants will be issued upon separation of the units and only whole Warrants will trade. The exercise price of each Warrant is $11.50 per share, subject to adjustment as described in the prospectus for the Initial Public Offering. In addition, if the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by th e The Warrants will become exercisable on the later of: • 30 days after the completion of the Initial Business Combination or, • 12 months from the closing of the Initial Public Offering. provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant agreement). As of June 30, 2021, the Company had not registered the shares of Class A common stock issuable upon exercise of the Warrants. However, the Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of an Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the Warrant agreement. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the Company’s option, require holders of the Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. On the exercise of any Warrant, the Warrant exercise price will be paid directly to the Company and not placed in the Trust Account. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants for cash (except as described in the prospectus for the Initial Public Offering with respect to the Private Placement Warrants): • In whole and not in part; • At a price of $0.01 per Warrant; • Upon a minimum of 30 days’ prior written notice of redemption, referred to as the 30-day • if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The Company will not redeem the Warrants for cash unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Except as described in the prospectus for the Initial Public Offering, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described in the prospectus for the Initial Public Offering with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.10 per Warrant, provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to the table set forth in the warrant agreement based on the redemption date and the “fair market value” of the Company’s Class A common stock (as defined below) except as otherwise described in the warrant agreement; • upon a minimum of 30 days’ prior written notice of redemption; • if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrantholders; and • if the last sale price of the Company’s Class A common stock on the trading day prior to the date on which the Company sends the notice of redemption to the warrantholders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Warrants, as described above. The “fair market value” of the Company’s Class A common stock shall mean the average reported last sale price of the Company’s Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of Warrants. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number the number of shares of Class A common stock to be issued to the holder. As of June 30, 2021 and December 31, 2020, there 815-40. The Warrant liabilities are initially measured at fair value upon the closing of the Initial Public Offering and subsequently re-measured within change in fair value of Warrant liabilities in the condensed consolidated Statements of Operations during the three months ended and six months ended June 30, 2021, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants, and the common shares issuable upon the exercise of the Private Placement Warrants are not, transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7 — Fair Value Measurements At June 30, 2021 and December 31, 2020, assets held in the Trust Account were comprised of $225,734,427 and $225,727,721, respectively, in money market funds which are invested in U.S. Treasury Securities. Through June 30, 2021, the Company has not withdrawn any interest earned on the Trust Account to pay its franchise and income tax obligations. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring th e d Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 June 30, 2021 Assets: Marketable securities held in Trust Account—U.S. Treasury Securities Money Market Fund 225,734,427 225,734,427 — — Liabilities: Warrant Liability—Public Warrants 25,845,515 25,845,515 — Warrant Liability—Private Placement Warrants 14,918,205 — — 14,918,205 December 31, 2020 Assets: Marketable securities held in Trust Account—U.S. Treasury Securities Money Market Fund 225,727,721 225,727,721 — Liabilities: Warrant Liability—Public Warrants 20,766,705 20,766,705 — Warrant Liability—Private Placement Warrants 12,833,565 — — 12,833,565 The Company utilized a Monte Carlo simulation model to value the Public Warrant liabilities at the date of the Initial Public Offering and then the unadjusted, quoted price listed on the NASDAQ Capital Market for each subsequent reporting period, and utilizes a Black-Scholes model to value the Private Warrant liabilities that are categorized within Level 3 at each reporting period, with changes in fair value recognized in the Statements of Operations. The estimated fair value of the warrant liability on the Private Warrants is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The significant unobservable inputs used in the Black-Scholes model to measure the warrant liabilities that are categorized within Level 3 of the fair value hierarchy are as follows: As of As of Stock price 10.31 10.60 Strike price 11.50 11.50 Term (in years) 5.1 5.4 Volatility 30.0 % 27.8 % Risk-free rate 0.9 % 0.4 % Dividend yield 0.0 % 0.0 % Fair value of warrants 2.29 1.97 The following table provides a summary of the changes in fair value of the warrant liabilities that are measured at fair value on a recurring basis: Private Public Warrant Fair value as of December 31, 2020 12,833,565 20,766,705 33,600,270 Change in valuation inputs or other assumptions 2,084,640 5,078,810 7,163,449 Fair value as of June 30, 2021 14,918,205 25,845,515 40,763,719 There were no transfers between Levels 1, 2 or 3 during the three months and six months ended June 30, 2021. There were no warrants issued for the three months and six months ended June 30, 2020. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 — Subsequent Events Management has evaluated the impact of subsequent events through the date these condensed consolidated financial statements were available to be issued. All subsequent events required to be disclosed are included in these condensed consolidated financial statements. Business Combination On July 16, 2021 (the “Closing Date”), we consummated the previously announced business combination (the “Business Combination”) pursuant to that certain business combination agreement, dated February 8, 2021 (the “Business Combination Agreement”), with Merger Sub and Legacy Hyzon, pursuant to which Merger Sub was merged with and into Legacy Hyzon, with Legacy Hyzon surviving the Merger as a wholly owned subsidiary of DCRB. On the Closing Date, the DCRB changed its name from Decarbonization Plus Acquisition Corporation to Hyzon Motors, Inc. (“New Hyzon”). At the effective time of the Merger (the “Effective Time”), each share of Legacy Hyzon’s Common Stock, par value $0.001 per share (“Legacy Hyzon Common Stock”) issued and outstanding immediately prior to the Effective Time (including any shares of Legacy Hyzon Common Stock resulting from the conversion of the options to purchase outstanding shares of Legacy Hyzon Common Stock (“Ascent Option”), but excluding any shares of Legacy Hyzon Common Stock resulting from the conversion of Legacy Hyzon’s outstanding convertible notes (the “Convertible Notes”)) was converted into the right to receive 1.7720 shares of Class A Common Stock, par value $0.0001 per share, of New Hyzon (“New Hyzon Class A Common Stock”) (the “Exchange Ratio”) and the contingent right to receive additional shares of New Hyzon Class A Common Stock as additional consideration upon the occurrence of certain triggering events (“Earnout Shares”). Additionally, each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time was converted and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of Legacy Hyzon. Earnout During the five-year period following the Closing Date (the “Earnout Period”), the Company will issue to eligible holders of securities of New Hyzon up to 23,250,000 Earnout Shares, in three tranches of 9,000,000, 9,000,000 and 5,250,000 Earnout Shares, respectively, upon the Company achieving $18, $20 or $35 as its last reported sales price per share for any twenty (20) trading days within any thirty (30) consecutive trading day period within the Earnout Period; provided, that in no event will the issuance of the 5,250,000 Earnout Shares occur prior to July 16, 2022, which is the one year anniversary of the date of the Closing Date. PIPE Financing On July 16, 2021, a number of purchasers (each, a “Subscriber”) purchased an aggregate of 35,500,000 shares of DCRB Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $355,500,000 (the “PIPE Financing”), pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into on February 8, 2021. Pursuant to the Subscription Agreements, we gave certain registration rights to the Subscribers with respect to the PIPE shares. The purpose of the PIPE Financing was to raise additional capital for use by the combined company following the Closing Date. Concurrently with the closing of the PIPE Financing, the Convertible Notes automatically converted to approximately 5.02 million shares of New Hyzon Class A Common Stock. In July 2021, the Sponsor transferred $1,332,715 of working capital loans to the Company to reimburse costs of an affiliate. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary since its formation. All material intercompany balances and transactions have been eliminated in consolidation. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any future period. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging The accompanying unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Amendment No. 1 of the Form 10-K/A |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, excluding shares of common stock subject to forfeiture, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. For the three months and six months ended June 30, 2021 the Company has not considered the effect of warrants sold in the Initial Public Offering and private placement in the calculation of diluted income (loss) per share since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. For the three months and six months ended June 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per common share is the same as basic loss per common share for the periods. The Company’s statements of operations include a presentation of income (loss) per share for common stock in a manner similar to the two-class non-redeemable Non-redeemable The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2021 2020 2021 2020 Class A Redeemable Common Stock Numerator: Earnings allocable to Class A Redeemable Common Stock Interest Income 3,372 — 6,706 — Income and Franchise Tax (3,372 ) — (6,706 ) — Redeemable — — — — Denominator: Weighted Average Class A Redeemable Common Stock Class A Redeemable Common Stock, Basic and Diluted 22,572,502 — 22,572,502 — Income (Loss)/Basic and Diluted Class A Redeemable Common Stock — — Class B Non-Redeemable Common Stock Numerator: Net Loss minus Class A Redeemable Net Loss Net Loss (8,183,346 ) (860 ) (9,294,718 ) (1,719 ) Class A Redeemable Net Loss — — — — Class B Non-Redeemable Net Loss (8,183,346 ) (860 ) (9,294,718 ) (1,719 ) Denominator: Weighted Average Class B Non-Redeemable Common Stock Class B Non-Redeemable Common Stock, Basic and Diluted 5,643,125 5,000,000 5,643,125 5,000,000 Loss/Basic and Diluted Class B Non-Redeemable Common Stock (1.45 ) (0.00 ) (1.65 ) (0.00 ) Note: For the three months ended and six months ended June 30, 2021 and 2020, basic and diluted shares are the same as there are no securities that are dilutive to the Company’s common stockholders under the treasury method. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject th e e of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the condensed The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. See Note 7 for the levels within the valuation hierarchy, as well as additional information on assets and liabilities measured at fair value. |
Use of Estimates | Use of Estimates The preparation of these Condensed consolidated financial statements in conformity with GAAP requires the Company’s 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 these financial statements and the reported amounts of expenses during the reporting periods. Accordingly, the actual results could differ from those estimates. |
Cash and cash equivalents | Cash and cash equivalents Cash includes amounts held at banks with an original maturity of less than three months. As of June 30, 2021, and December 31, 2020, the Company held $167,284 and $0, respectively, in cash. The Company held no cash equivalents at June 30, 2021 or December 31, 2020. |
Common stock subject to possible redemption | Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2021 and December 31, Class |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. The Company incurred offering costs amounting to $11,555,093 upon the completion of the Initial Public Offering. In connection with the sale of the Over-allotment Units, the Company incurred an additional $514,500 of underwriting fees and $900,376 of deferred underwriting fees. The Company complies with the requirements of ASC 340-10-S99-1 As of June 30, 2021 and December 31, 2020, the Company had no deferred offering costs on the accompanying condensed |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between these financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to b e FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits, deferred tax assets or valuations against them as of June 30, 2021 and December 31, 2020, respectively. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three months ended and six months ended June 30, 2021 and 2020, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company had no tax liability as of June 30, 2021 and December 31, 2020, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of table reflects the calculation of basic and diluted net loss per common share | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2021 2020 2021 2020 Class A Redeemable Common Stock Numerator: Earnings allocable to Class A Redeemable Common Stock Interest Income 3,372 — 6,706 — Income and Franchise Tax (3,372 ) — (6,706 ) — Redeemable — — — — Denominator: Weighted Average Class A Redeemable Common Stock Class A Redeemable Common Stock, Basic and Diluted 22,572,502 — 22,572,502 — Income (Loss)/Basic and Diluted Class A Redeemable Common Stock — — Class B Non-Redeemable Common Stock Numerator: Net Loss minus Class A Redeemable Net Loss Net Loss (8,183,346 ) (860 ) (9,294,718 ) (1,719 ) Class A Redeemable Net Loss — — — — Class B Non-Redeemable Net Loss (8,183,346 ) (860 ) (9,294,718 ) (1,719 ) Denominator: Weighted Average Class B Non-Redeemable Common Stock Class B Non-Redeemable Common Stock, Basic and Diluted 5,643,125 5,000,000 5,643,125 5,000,000 Loss/Basic and Diluted Class B Non-Redeemable Common Stock (1.45 ) (0.00 ) (1.65 ) (0.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Company's Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 June 30, 2021 Assets: Marketable securities held in Trust Account—U.S. Treasury Securities Money Market Fund 225,734,427 225,734,427 — — Liabilities: Warrant Liability—Public Warrants 25,845,515 25,845,515 — Warrant Liability—Private Placement Warrants 14,918,205 — — 14,918,205 December 31, 2020 Assets: Marketable securities held in Trust Account—U.S. Treasury Securities Money Market Fund 225,727,721 225,727,721 — Liabilities: Warrant Liability—Public Warrants 20,766,705 20,766,705 — Warrant Liability—Private Placement Warrants 12,833,565 — — 12,833,565 |
Summary of Quantitative Information Regarding Fair Value Measurements of Warrants | The significant unobservable inputs used in the Black-Scholes model to measure the warrant liabilities that are categorized within Level 3 of the fair value hierarchy are as follows: As of As of Stock price 10.31 10.60 Strike price 11.50 11.50 Term (in years) 5.1 5.4 Volatility 30.0 % 27.8 % Risk-free rate 0.9 % 0.4 % Dividend yield 0.0 % 0.0 % Fair value of warrants 2.29 1.97 |
Summary of Reconciliation of Warrant Liabilities Measured at Fair Value | The following table provides a summary of the changes in fair value of the warrant liabilities that are measured at fair value on a recurring basis: Private Public Warrant Fair value as of December 31, 2020 12,833,565 20,766,705 33,600,270 Change in valuation inputs or other assumptions 2,084,640 5,078,810 7,163,449 Fair value as of June 30, 2021 14,918,205 25,845,515 40,763,719 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Nov. 12, 2020 | Oct. 22, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Sale of stock in shares (in Shares) | 514,500 | |||||
Price per unit (in Dollars per share) | $ 10 | $ 0.35 | ||||
Gross proceeds | $ 225,725,020 | |||||
Transaction cost | $ 12,969,969 | |||||
Underwriting fees | 4,514,500 | |||||
Deferred underwriting fees | 7,900,376 | |||||
Other offering costs | $ 555,093 | |||||
Redemption of public shares, percentage | 100.00% | |||||
Business combination completion period from the date of IPO | 24 years | |||||
Fair market value in the trust account, percentage | 80.00% | |||||
Net tangible assets | $ 5,000,001 | |||||
Dissolution expenses | 100,000 | |||||
Cash | 167,284 | $ 0 | $ 315,600 | $ 315,600 | ||
Working capital deficit | 6,900,000 | |||||
Interest income | $ 6,706 | |||||
Chief executive officer [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Gross proceeds | $ 6,514,500 | |||||
Initial Public Offering [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Sale of stock in shares (in Shares) | 22,572,502 | 22,572,502 | ||||
Price per unit (in Dollars per share) | $ 10 | |||||
Redemption of public shares, percentage | 100.00% | |||||
Over-Allotment Option [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Sale of stock in shares (in Shares) | 2,572,502 | 2,572,502 | ||||
Price per unit (in Dollars per share) | $ 10 | $ 10 | ||||
Gross proceeds | $ 225,725,020 | |||||
Underwriting fees | $ 514,500 | |||||
Private Placement Warrants [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Sale of stock in shares (in Shares) | 6,514,500 | |||||
Price per unit (in Dollars per share) | $ 1 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Schedule of Table Reflects the Calculation of Basic and Diluted Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: Earnings allocable to Class A Redeemable Common Stock | ||||
Interest Income | $ 6,706 | |||
Denominator: Weighted Average Class A Redeemable Common Stock | ||||
Class A Redeemable Common Stock, Basic and Diluted (in Shares) | 22,572,502 | 22,572,502 | ||
Income (Loss)/Basic and Diluted Class A Redeemable Common Stock (in Dollars per share) | $ 0 | |||
Redeemable Class A Common Stock [Member] | ||||
Numerator: Earnings allocable to Class A Redeemable Common Stock | ||||
Interest Income | $ 3,372 | $ 6,706 | ||
Income and Franchise Tax | (3,372) | (6,706) | ||
Redeemable Net Loss | $ 0 | $ 0 | $ 0 | $ 0 |
Denominator: Weighted Average Class A Redeemable Common Stock | ||||
Class A Redeemable Common Stock, Basic and Diluted (in Shares) | 22,572,502 | 22,572,502 | ||
Income (Loss)/Basic and Diluted Class A Redeemable Common Stock (in Dollars per share) | $ 0 | |||
Non Redeemable Class B Common Stock [Member] | ||||
Numerator: Net Loss minus Class A Redeemable Net Loss | ||||
Net Loss | $ (8,183,346) | (860) | $ (9,294,718) | $ (1,719) |
Class A Redeemable Net Loss | ||||
Class B Non-Redeemable Net Loss (in Dollars per share) | $ (8,183,346) | $ (860) | $ (9,294,718) | $ (1,719) |
Denominator: Weighted Average Class B Non-Redeemable Common Stock | ||||
Class B Non-Redeemable Common Stock, Basic and Diluted (in Shares) | 5,643,125 | 5,000,000 | 5,643,125 | 5,000,000 |
Loss/Basic and Diluted Class B Non-Redeemable Common Stock (in Dollars per share) | $ (1.45) | $ 0 | $ (1.65) | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Federal Deposit Insurance Corporation Premium Expense | $ 250,000 | |||
Cash | 167,284 | $ 0 | $ 315,600 | $ 315,600 |
Cash equivalents | 0 | 0 | ||
Offering costs amounting | 11,555,093 | |||
Underwriting fees | 4,514,500 | |||
Deferred offering costs | 0 | 0 | ||
Unrecognized tax benefits | 0 | 0 | ||
Deferred tax assets | 0 | 0 | ||
Deferred tax assets, valuation allowance | 0 | 0 | ||
Unrecognized tax benefits, income tax interest and penalties accrued | 0 | $ 0 | ||
Tax liability | 0 | $ 0 | ||
Private Placement [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Expensed offering costs | 12,315,313 | |||
Public Warrants [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Expensed offering costs | 654,656 | |||
Over-allotment Units [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Underwriting fees | 514,500 | |||
Deferred underwriting fees | $ 900,376 | |||
Common Class A [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Common stock subject to possible redemption | 16,592,216 | 17,521,688 |
Public Offering (Details)
Public Offering (Details) - $ / shares | Oct. 22, 2020 | Jun. 30, 2021 | Nov. 12, 2020 |
Public Offering (Details) [Line Items] | |||
Sale of stock in shares (in Shares) | 514,500 | ||
Price per unit (in Dollars per share) | $ 0.35 | $ 10 | |
Initial Public Offering [Member] | |||
Public Offering (Details) [Line Items] | |||
Sale of stock in shares (in Shares) | 22,572,502 | 22,572,502 | |
Price per unit (in Dollars per share) | $ 10 | ||
Initial Public Offering [Member] | Class A Common Stock [Member] | |||
Public Offering (Details) [Line Items] | |||
Price per unit (in Dollars per share) | $ 11.50 | ||
Description of sale of stock | Each Unit consists of one share of Class A common stock and one-half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). | ||
Over-allotment Units [Member] | |||
Public Offering (Details) [Line Items] | |||
Sale of stock in shares (in Shares) | 2,572,502 | 2,572,502 | |
Price per unit (in Dollars per share) | $ 10 | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jul. 16, 2021 | Feb. 08, 2021 | Dec. 08, 2020 | Dec. 03, 2020 | Nov. 12, 2020 | Oct. 31, 2020 | Oct. 22, 2020 | Oct. 31, 2020 | Oct. 22, 2020 | Sep. 18, 2020 | Sep. 12, 2017 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 03, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Sale of stock in shares | 514,500 | |||||||||||||||
Aggregate price (in Dollars) | $ 225,725,020 | |||||||||||||||
Price per warrant (in Dollars per share) | $ 10 | $ 0.35 | $ 0.35 | |||||||||||||
Description of business combination | the Company entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”) with DCRB Merger Sub Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”), and Hyzon Motors, Inc., a Delaware corporation (“Legacy Hyzon”), pursuant to which Merger Sub will be merged with and into Legacy Hyzon (the “Merger,” together with the other transactions related thereto, the “Proposed Transactions”), with Legacy Hyzon surviving the Merger as our wholly owned subsidiary. The parties completed the Proposed Transactions on July 16, 2021 following the Company’s stockholders approval of the Proposed Transactions on July 15, 2021. | The Company’s initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||||||||||
Forfeited shares | 750,000 | |||||||||||||||
Additional expenses (in Dollars) | $ 3,375,977 | $ 3,375,977 | $ 1,324,257 | |||||||||||||
Description of related party | the Sponsor and affiliate of the Company’s chief executive officer advanced $600,000 to the Company to cover the purchase of additional Private Placement Warrants if the over-allotment is exercised in full. Simultaneously with the closing of the sale of the Over-allotment Units, the Company utilized the advance from the Sponsor and the affiliate of the Company’s chief executive officer to issue an additional 514,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (see Note 2 for further information regarding the accounting treatment of the Private Placement Warrants). The over-allotment option expired on December 3, 2020, resulting in the return of $85,500 of the advancement not utilized. As of June 30, 2021 and December 31, 2020, there were no advances outstanding. | |||||||||||||||
Per month office space amount (in Dollars) | 10,000 | |||||||||||||||
Working capital loans, outstanding | 0 | 0 | 0 | |||||||||||||
Sponsor loan | $ 300,000 | |||||||||||||||
Advances outstanding | 0 | 0 | 0 | |||||||||||||
Working Capital Loan [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Additional expenses (in Dollars) | $ 0 | $ 0 | 0 | |||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Sale of stock in shares | 2,572,502 | 2,572,502 | ||||||||||||||
Aggregate price (in Dollars) | $ 225,725,020 | |||||||||||||||
Price per warrant (in Dollars per share) | $ 10 | $ 10 | $ 10 | |||||||||||||
Forfeited shares | 106,875 | |||||||||||||||
Private Placement [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Sale of stock in shares | 6,514,500 | |||||||||||||||
Price per warrant (in Dollars per share) | $ 1 | $ 1 | ||||||||||||||
Private Placement [Member] | Subsequent Event [Member] | Related Party Note [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Class of warrant or rights issued on conversion of convertible debt | 1,500,000 | |||||||||||||||
Initial Public Offering [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Sale of stock in shares | 22,572,502 | 22,572,502 | ||||||||||||||
Price per warrant (in Dollars per share) | 10 | $ 10 | ||||||||||||||
Sponsor loan outstanding | $ 300,000 | $ 300,000 | ||||||||||||||
Warrant [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Price per warrant (in Dollars per share) | $ 1 | $ 1 | ||||||||||||||
Additional warrants | 600,000 | |||||||||||||||
Additional price (in Dollars per share) | $ 600,000 | $ 1 | ||||||||||||||
Working capital loans (in Dollars) | $ 1,500,000 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | 1 | $ 1 | ||||||||||||||
Amounts of transaction not utilized | $ 85,500 | |||||||||||||||
Warrant [Member] | Private Placement [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Sale of stock in shares | 6,000,000 | |||||||||||||||
Aggregate price (in Dollars) | $ 6,000,000 | |||||||||||||||
Price per warrant (in Dollars per share) | $ 1 | $ 1 | ||||||||||||||
Description of sale of stock | The Sponsor and an affiliate of the Company’s chief executive officer agreed to purchase up to an additional 600,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or an aggregate additional $600,000, to the extent the underwriter’s over-allotment option was exercised in full. Simultaneously with the closing of the sale of the Over-allotment Units, the Sponsor and the affiliate of the Company’s chief executive officer purchased an additional 514,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $514,500 (see Note 2 for further information regarding the accounting treatment of the Private Placement Warrants). | |||||||||||||||
Additional Paid-in Capital [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Expense forgiveness from sponsor | $ 219,022 | |||||||||||||||
Sponsor [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Advances outstanding | $ 60,000 | $ 60,000 | $ 0 | |||||||||||||
Due to related parties, current | 0 | 0 | ||||||||||||||
Sponsor [Member] | Subsequent Event [Member] | Related Party Note [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Sponsor loan | $ 1,500,000 | |||||||||||||||
Sponsor and Affiliate [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Sponsor fees (in Dollars) | $ 30,000 | $ 60,000 | ||||||||||||||
Founder Shares [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Sale of stock in shares | 2,875,000 | |||||||||||||||
Additional shares | 2,875,000 | |||||||||||||||
Percentage of founder shares | 20.00% | |||||||||||||||
Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Forfeited shares | 643,125 | |||||||||||||||
Founder Shares [Member] | Sponsor [Member] | ||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||
Sale of stock in shares | 11,500,000 | |||||||||||||||
Aggregate price (in Dollars) | $ 25,000 | |||||||||||||||
Price per warrant (in Dollars per share) | $ 0.002 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Feb. 08, 2021 | Jun. 30, 2021 | Nov. 12, 2020 |
Commitments and Contingencies Disclosure [Abstract] | |||
Underwriting Agreement Description | The underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,900,376 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement | ||
Price per share | $ 0.35 | $ 10 | |
Aggregate amount | $ 7,900,376 | ||
Description of business combination agreement | the Company entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”) with DCRB Merger Sub Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”), and Hyzon Motors, Inc., a Delaware corporation (“Legacy Hyzon”), pursuant to which Merger Sub will be merged with and into Legacy Hyzon (the “Merger,” together with the other transactions related thereto, the “Proposed Transactions”), with Legacy Hyzon surviving the Merger as our wholly owned subsidiary. The parties completed the Proposed Transactions on July 16, 2021 following the Company’s stockholders approval of the Proposed Transactions on July 15, 2021. | The Company’s initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | Oct. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 03, 2020 | Oct. 19, 2020 | Oct. 08, 2020 | Oct. 07, 2020 | Sep. 18, 2020 |
Stockholders' Equity (Details) [Line Items] | |||||||||
Redemption shares | 17,410,551 | 17,521,688 | |||||||
Aggregated of forfeited shares | 750,000 | ||||||||
Founder shares percentage | 20.00% | ||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Warrant price per share (in Dollars per share) | 11.50 | ||||||||
Business combination issue price (in Dollars per share) | 9.20 | $ 9.20 | |||||||
Exercise price of warrants percentage | 115.00% | ||||||||
Warrant price (in Dollars per share) | $ 0.01 | $ 0.01 | |||||||
Warrant price (in Dollars per share) | $ 0.10 | ||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||
Change in fair value of warrant liabilities | $ 6,824,865 | $ 7,163,449 | |||||||
Public Warrants [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Warrants outstanding | 11,286,251 | 11,286,251 | |||||||
Private Placement [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Warrants outstanding | 6,514,500 | 6,514,500 | |||||||
Over-Allotment Option [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Aggregated of forfeited shares | 106,875 | ||||||||
Sponsor [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Founder shares | 106,875 | 1,437,500 | 1,437,500 | 2,875,000 | |||||
Class A Common Stock [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Common stock authorized | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Issued and outstanding share | 22,572,502 | 22,572,502 | |||||||
Common stock, shares issued | 5,980,286 | 5,980,286 | 5,050,814 | ||||||
Common stock, shares outstanding | 5,980,286 | 5,980,286 | 5,050,814 | ||||||
Redemption to the warrant holders per share (in Dollars per share) | $ 18 | ||||||||
Class A Common Stock [Member] | Minimum [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Common stock authorized | 200,000,000 | ||||||||
Class A Common Stock [Member] | Maximum [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Common stock authorized | 250,000,000 | ||||||||
Class A Common Stock [Member] | Warrant [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Warrant price per share (in Dollars per share) | $ 11.50 | ||||||||
Warrant exercisable description | The Warrants will become exercisable on the later of 30 days after the completion of an Initial Business Combination or 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation, as described in the prospectus for the Initial Public Offering. | ||||||||
Common Class B [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Common stock authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares issued | 5,643,125 | 5,643,125 | 5,643,125 | ||||||
Common stock, shares outstanding | 5,643,125 | 5,643,125 | 5,643,125 | ||||||
Founder Shares [Member] | Over-Allotment Option [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Aggregated of forfeited shares | 643,125 | ||||||||
Subject to forfeiture (in Dollars) | $ 106,875 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Assets held trust account | $ 225,734,427 | $ 225,727,721 |
Fair value of assets and liabilities transferred between levels | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Company's Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 225,734,427 | $ 225,727,721 |
Fair Value, Recurring [Member] | ||
Assets: | ||
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund | 225,734,427 | 225,727,721 |
Liabilities: | ||
Warrant liability – Public Warrants | 25,845,515 | 20,766,705 |
Warrant liability – Private Placement Warrants | 14,918,205 | 12,833,565 |
Fair Value, Recurring [Member] | Level 1 [Member] | ||
Assets: | ||
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund | 225,734,427 | 225,727,721 |
Liabilities: | ||
Warrant liability – Public Warrants | 25,845,515 | 20,766,705 |
Fair Value, Recurring [Member] | Level 3 [Member] | ||
Liabilities: | ||
Warrant liability – Private Placement Warrants | $ 14,918,205 | $ 12,833,565 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Quantitative Information Regarding Fair Value Measurements of Warrants (Details) - Level 3 [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Measurement Input, Share Price [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Stock price | $ 10.31 | $ 10.60 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Strike price | $ 11.50 | $ 11.50 |
Measurement Input, Expected Term [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Term (in years) | 5 years 1 month 6 days | 5 years 4 months 24 days |
Measurement Input, Price Volatility [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Volatility | 30.00% | 27.80% |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Risk-free rate | 0.90% | 0.40% |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Measurement Input, Expected Fair Value of Warrants [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair value of warrants | $ 2.29 | $ 1.97 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Reconciliation of Warrant Liabilities Measured at Fair Value (Details) - Level 3 [Member] | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 31, 2020 | $ 33,600,270 |
Change in valuation inputs or other assumptions | 7,163,449 |
Fair value as of June 30, 2021 | 40,763,719 |
Private Placement Warrants [Member] | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 31, 2020 | 12,833,565 |
Change in valuation inputs or other assumptions | 2,084,640 |
Fair value as of June 30, 2021 | 14,918,205 |
Public Warrants [Member] | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 31, 2020 | 20,766,705 |
Change in valuation inputs or other assumptions | 5,078,810 |
Fair value as of June 30, 2021 | $ 25,845,515 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] | Jul. 16, 2021USD ($)$ / sharesshares | Jul. 31, 2021USD ($) |
New Hyzon [Member] | ||
Subsequent Event [Line Items] | ||
Maximum earnout period | 5 years | |
Number of shares issued | shares | 23,250,000 | |
Number of trading days for determining the share price | 20 days | |
Number of consecutive trading days for determining the share price | 30 days | |
Maximum earnout shares issued | shares | 5,250,000 | |
Tranche One [Member] | New Hyzon [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued | shares | 9,000,000 | |
Sale of stock price | $ 18 | |
Tranche Two [Member] | New Hyzon [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued | shares | 9,000,000 | |
Sale of stock price | $ 20 | |
Tranche Three [Member] | New Hyzon [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued | shares | 5,250,000 | |
Sale of stock price | $ 35 | |
Legacy Hyzon [Member] | Common Stock | ||
Subsequent Event [Line Items] | ||
Shares issued, Price per share | 0.001 | |
Merger Sub [Member] | Common Stock | ||
Subsequent Event [Line Items] | ||
Shares issued, Price per share | 0.001 | |
Legacy Hyzon Common Stock [Member] | Legacy Hyzon [Member] | ||
Subsequent Event [Line Items] | ||
Shares issued, Price per share | 0.001 | |
Common Class A [Member] | PIPE Financing [Member] | ||
Subsequent Event [Line Items] | ||
Sale of stock price | $ 10 | |
Stock issued during period shares | shares | 35,500,000 | |
Stock issued during period, Value, New issues | $ | $ 355,500,000 | |
Debt conversion, Converted instrument amount | $ | $ 5,020,000 | |
Common Class A [Member] | Legacy Hyzon [Member] | ||
Subsequent Event [Line Items] | ||
Stockholders' equity note, Stock split, Conversion ratio | 1.7720 | |
New Hyzon Class A Common Stock [Member] | Legacy Hyzon [Member] | ||
Subsequent Event [Line Items] | ||
Shares issued, Price per share | $ 0.0001 | |
Sponsor [Member] | ||
Subsequent Event [Line Items] | ||
Transfer of related party debt to reimburse costs of an affiliate | $ | $ 1,332,715 |