Sec Form 4 Filing - HORIZON FUEL CELL TECHNOLOGIES PTE LTD @ Hyzon Motors Inc. - 2024-08-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HORIZON FUEL CELL TECHNOLOGIES PTE LTD 2. Issuer Name and Ticker or Trading Symbol Hyzon Motors Inc. [ HYZN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 48 TOH GUAN ROAD EAST, #05-124, ENTERPRISE HUB 3. Date of Earliest Transaction (MM/DD/YY) 08/21/2024 (Street) SINGAPORE, U0608586 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock, par value $0.0001 per share 08/21/2024 S 1,000,000 D $ 0.06 40,978,275 ( 1 ) ( 2 ) ( 3 ) I See Footnotes ( 1 ) ( 2 ) ( 3 ) Class A Common Stock, par value $0.0001 per share 08/22/2024 S 1,000,000 D $ 0.06 39,978,275 ( 1 ) ( 2 ) ( 3 ) I See Footnotes ( 1 ) ( 2 ) ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HORIZON FUEL CELL TECHNOLOGIES PTE LTD 48 TOH GUAN ROAD EAST, #05-124 ENTERPRISE HUB SINGAPORE, U0608586 X Hymas Pte. Ltd. 48 TOH GUAN ROAD EAST #05-124 ENTERPRISE HUB SINGAPORE, U0608586 X Signatures /s/ Chi Zhang, Chief Executive Officer 08/23/2024 Signature of Reporting Person Date /s/ Theodore H. Swindells, Director 08/23/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )A portion of the shares of Class A Common Stock, par value $0.0001 per share ("Shares") of Hyzon Motors Inc. (the "Issuer") reported herein as beneficially owned by Horizon Fuel Cell Technologies Pte. Ltd. ("Horizon") and Hymas Pte. Ltd. ("Hymas") are subject to (i) in the case of Horizon, (X) call option agreements with certain securityholders of Horizon, pursuant to which such securityholders have the right to purchase Shares from Horizon and (Y) the issuance and transfer to certain securityholders of Horizon in exchange for shares of tracking stock that are intended to track the financial performance of the Shares ("T-Shares"), and (ii) in the case of Hymas (X) call option agreements with certain securityholders of Horizon and one of its affiliates, pursuant to which such securityholders have the right to purchase Shares from Hymas. ( 2 )Consists of (i) 22,309,567 Shares owned of record by Horizon and (ii) 17,668,708 Shares beneficially owned by Hymas. A portion of the shares beneficially owned by Hymas are (i) owned of record by Hymas Technologies Limited and (ii) owned of record by HFCT Technologies Limited. ( 3 )Horizon indirectly through subsidiaries owns 75.83% of Hymas. Hymas Technologies Limited is a wholly-owned subsidiary of Hymas. HFCT Technologies Limited is a wholly-owned subsidiary of Horizon. Horizon and Hymas are reporting persons on a Schedule 13D as part of a "group" (as defined in Rule 13d-5 of the Securities Exchange Act of 1934). Each such reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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