SEC v. HYZON MOTORS INC.; CRAIG M. KNIGHT; and MAX C.B. HOLTHAUSEN, No. 6:23-cv-06553, Western District of New York (Sept. 27, 2023) — Complaint

Sharan E. Lieberman
Attorney for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
1961 Stout Street, Suite 1700
Denver, Colorado 80294
(303) 844-1000
[email protected]

UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

v.

HYZON MOTORS INC., CRAIG M. KNIGHT, and
MAX C.B. HOLTHAUSEN,

Defendants.

Case No. 23-6553

JURY TRIAL DEMANDED

COMPLAINT
Plaintiff United States Securities and Exchange Commission (the “SEC”), for its
Complaint against Defendants Hyzon Motors Inc.  (“Hyzon”), Craig M. Knight, and Max C.B.
Holthausen (collectively, the “Defendants”), alleges as follows:
SUMMARY
1. Hyzon Motors, Inc., a publicly traded company that assembles hydrogen fuel cell
electric vehicles (“FCEVs”), made false and misleading statements to investors about its
customer and supplier relationships and overstated the number of FCEVs it had completed,
delivered, and sold. For instance:
(a) From January through July 2021, in advance of two key capital-raising events,
Hyzon exaggerated the status of its business dealings with its potential customers

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and suppliers, including well-known companies, to create the false appearance
that significant sales transactions were imminent;
(b) On July 13, 2021, shortly before the capital-raising events, Hyzon falsely claimed
that it had delivered its first FCEV – a milk truck to be used by a European dairy
company – and posted a misleading video to social media that gave the false
impression that it ran on hydrogen when, in fact, it did not; and
(c) In documents filed with the SEC from November 2021 through March 2022,
Hyzon stated that its European and Chinese subsidiaries sold 87 FCEVs in 2021,
when, in reality, Hyzon either did not own the vehicles to sell or had not
completed them prior to shipment.
2. Knight, Hyzon’s chief executive officer (“CEO”), was responsible for the content
of the false statements about Hyzon’s customer and supplier relationships alleged in paragraph
1(a) above. Knight also pledged some of his Hyzon stock in order to finance the purchase of
additional stock, but hid the pledge from Hyzon because it violated an agreement he signed in
connection with the capital-raising events. Knight sought to purchase these additional shares to
artificially boost Hyzon’s stock price in response to a negative report about the company. Knight
should have disclosed this improper stock pledge in response to a questionnaire he completed in
connection with Hyzon filing its 2022 proxy statement.
3. Holthausen, who was the head of Hyzon’s European subsidiary and an executive
officer and management team member of Hyzon, was responsible for the false statements in July
2021 about Hyzon’s supposed delivery of the FCEV milk truck, when he knew that vehicle did
not operate on hydrogen power. He was also responsible for Hyzon’s misreporting of vehicle

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sales in 2021 by its European subsidiary, when he knew that the European subsidiary was not
selling the vehicles, but merely retrofitting customer-owned trucks to run on hydrogen power.
4. Hyzon later reversed recognition of the 87 FCEV sales in 2021 by its European
and Chinese subsidiaries when it filed financial restatements.
5. Ultimately, Defendants’ fraud was uncovered and disclosed to the public in a
series of announcements from September 2021 through March 2023, causing a dramatic decline
in Hyzon’s share price and a reduction of approximately 85% in Hyzon’s value.
NATURE OF THE PROCEEDINGS AND REQUESTED RELIEF
6. The SEC brings this action pursuant to the authority conferred upon it by Section
22(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77v(a)] and Sections 21(d),
21(e), and 27 of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78u(d),
78u(e), and 78aa]. The SEC seeks permanent injunctions against each of the Defendants,
enjoining them from engaging in the transactions, acts, practices, and courses of business alleged
in this Complaint and from violating, directly or indirectly, the laws and rules alleged in this
Complaint; civil penalties pursuant to Securities Act Section 21(d) [15 U.S.C. § 77t(d)] and
Exchange Act Section 20(d) [15 U.S.C. § 78u(d)] against all Defendants; against Knight, an
officer and director bar pursuant to the Court’s inherent equitable authority and Exchange Act
Section 21(d)(5) [15 U.S.C. § 78u(d)(5)]; and, against Holthausen, an officer and director bar
pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2)
[15 U.S.C. § 78u(d)(2)]. The SEC seeks any other relief the Court may deem appropriate
pursuant to Exchange Act Section 21(d)(5) [15 U.S.C. § 78u(d)(5)].

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JURISDICTION AND VENUE
7. This Court has subject matter jurisdiction pursuant to Securities Act Sections
20(b), 20(d), 20(e), and 22(a) [15 U.S.C. Sections §§ 77t(b), 77t(d), 77t(e), and 77v(a)] and
Exchange Act Sections 21(d), 21(e), and 27 [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].
8. The Defendants, directly or indirectly, made use of the means or instrumentalities
of interstate commerce, or of the mails, or the facilities of a national securities exchange in
connection with the acts, practices, transactions, and courses of business alleged in this
Complaint.
9. Venue lies in this Court pursuant to Securities Act Section 22(a) [15 U.S.C. §
77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa]. Hyzon is headquartered in Honeoye
Falls, New York. Venue also lies in this Court pursuant to 28 U.S.C. § 1391(c)(3) because
Knight and Holthausen are not residents of the United States.
DEFENDANTS
10. Hyzon Motors I nc. is a Delaware corporation headquartered in Honeoye Falls,
New York. Hyzon builds electric vehicles powered by hydrogen fuel cells acquired from its
parent company, a Singapore company that manufactures and sells fuel cells in China and other
countries. Hyzon’s common stock is registered with the SEC pursuant to Exchange Act Section
12(b) [15 U.S.C. § 78l(b)] and trades on the Nasdaq Capital Market (“NASDAQ”), a national
securities exchange. Hyzon also maintained public offering documents filed with the SEC in
order to potentially issue and sell additional stock if certain events occurred.
11. Craig M. Knight, age 54, is a citizen and resident of Australia. Knight co-
founded Hyzon in January 2020 and became Hyzon’s CEO and a member of Hyzon’s board of
directors in August 2020. Knight remained CEO and a member of the board of directors until he
separated from Hyzon in August 2022. Hyzon later retroactively terminated Knight for cause.

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12. Max C.B. Holthausen, age 24, is a citizen and resident of the Netherlands.
Holthausen is the CEO of Holthausen Clean Technology B.V. (“HCT”), which he founded with
his father. In March 2020, HCT’s parent company formed a joint venture with Hyzon called
Hyzon Motors Europe B.V. (“Hyzon Europe”). Holthausen served as the managing director of
Hyzon Europe from March 2020 until December 2022. In its SEC filings and investor
presentations, Hyzon identified Holthausen as a named executive officer and management team
member of Hyzon from at least January through July 2021.
OTHER RELEVANT ENTITIES
13. Decarbonization Plus Acquisition Corporation (“DCRB” or the “SPAC”)
was a Delaware corporation headquartered in Menlo Park, California. DCRB was a special
purpose acquisition company (“SPAC”) formed to raise funds in an initial public offering and
then acquire an operating company through a merger financed, in part, by the funds it raised
from investors. DCRB’s common stock was registered with the SEC pursuant to Exchange Act
Section 12(b) [15 U.S.C. § 78l(b)]. DCRB announced a proposed merger with Hyzon in
February 2021, and DCRB’s shareholders ratified the merger in July 2021. After completion of
the merger, DCRB became Hyzon.
14. Hyzon Motors Europe B.V. is based and organized in the Netherlands. Hyzon
Europe markets FCEVs in Europe. From March 2020 until December 2022, Hyzon Europe was a
joint venture between Hyzon and HCT’s parent company. Hyzon owned the majority interest in
Hyzon Europe. In December 2022, Hyzon purchased the minority interest of Hyzon Europe that
HCT’s parent company owned. Hyzon Europe is now a wholly owned subsidiary of Hyzon.
15. Hyzon Motors Technology (Shanghai) Co., Ltd. (“Hyzon China”) is based and
organized in China. Hyzon China is a wholly owned subsidiary of Hyzon. Hyzon China sold its
equity interest in the FCEV manufacturing component of its business in December 2022.

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FACTS
A. Defendants’ Fraud Before the July 2021 Merger with the SPAC.
16. In January 2020, Hyzon’s parent company separated the FCEV component of its
business to form Hyzon. In November 2020, Hyzon began negotiating a merger with the SPAC.
In connection with the anticipated merger, Hyzon planned to raise additional capital through a
private investment in public equity (“PIPE”) offering. In a PIPE offering, investors acquire
shares in a publicly traded company through a private offering, which allows the public company
to quickly raise funds without conducting a public offering.
17. By at least January 2021, Hyzon and the SPAC began soliciting potential PIPE
investors. On February 9, 2021, Hyzon and the SPAC publicly announced the proposed merger,
which valued the combined company at approximately $2.1 billion. The SPAC’s investors voted
to approve the merger with Hyzon on July 15, 2021, and the merger closed on July 16, 2021. The
merger provided Hyzon with access to approximately $600 million in capital – $200 million
from money raised by the SPAC and another $400 million from PIPE investors.
i. Hyzon and Knight Misrepresented Hyzon’s Relationships with Customers and
Suppliers.

18. Beginning in at least January 2021, Hyzon and the SPAC distributed an investor
presentation, prepared by Hyzon, about Hyzon’s business. The investor presentation included
information about Hyzon’s relationships with certain large, well-known customers and suppliers.
On February 9, 2021, the SPAC publicly filed a current report with the SEC, attaching the
investor presentation as an exhibit, in preparation for the shareholder vote on the proposed
merger with Hyzon. The SPAC also filed additional versions of the investor presentation with
the SEC in February and April 2021. Hyzon posted a version of the investor presentation on its
website in July 2021, and it remained posted until at least the summer of 2022.

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19. Statements in the investor presentation about the status of Hyzon’s relationships
with certain well-known customers were false and misleading, including specific statements
about projected sales to the well-known customers. Although Hyzon had solicited transactions
with these companies, none had indicated they would purchase FCEVs from Hyzon.
20. Additionally, certain January and February 2021 versions of the investor
presentation identified well-known customers and suppliers by name and logo, creating the false
impression that all of the companies authorized Hyzon to use their names and logos, when in fact
Hyzon had not obtained all of the companies’ consent.
21. In February 2021, when certain customers demanded the removal of their names
and logos from the investor presentation, Hyzon replaced the names and logos with generic
descriptions of each company. However, the false and misleading statements about the status of
Hyzon’s customer relationships remained in subsequent versions of the investor presentations.
22. Hyzon’s false and misleading statements about its purported customers included the
following:
(a) Company-1: In the January 2021 investor presentation version provided to
potential PIPE investors and the February 9, 2021 version attached to an SEC
filing, Hyzon stated that it was “finalizing” a $2 million purchase order for five
FCEVs to be delivered to Company-1 in 2021. This statement was false and
misleading because Company-1 never expressed an intent to purchase FCEVs
from Hyzon. In fact, by at least February 4, 2021, Company-1 had informed
Hyzon that it could not accept an offer for any FCEV deliveries in 2021 because
the deliveries were not included in Company-1’s annual budget. Hyzon removed
Company-1’s name and logo from subsequent versions of the investor

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presentation released in February, April, and July 2021. However, Hyzon
continued to state that it was finalizing the purchase order with Company-1,
which it then referred to as an anonymous “Global Brewer[.]” This statement was
still false and misleading because it mischaracterized the customer relationship as
more advanced than it actually was.
(b) Company-2: In the January 2021 investor presentation version provided to
potential PIPE investors and the February 9, 2021 version attached to an SEC
filing, Hyzon stated that it was “finalizing” a $1 million purchase order for three
FCEVs to be delivered to Company-2. This statement was false and misleading
because Company-2 had never indicated it intended to purchase FCEVs from
Hyzon. By March 2021, Company-2 had informed Hyzon that it had selected a
different FCEV supplier. Yet, Hyzon continued to disclose that it was engaged in
“advanced discussions” for 2022 FCEV deliveries to an “Industrial Gas
Company” – an anonymized reference to Company-2 – in April and July 2021
versions of the investor presentation. This statement was still false and misleading
because it mischaracterized the customer relationship as in advanced discussions
when Company-2 had selected another supplier.
(c) Company-3: In the January 2021 investor presentation version provided to
potential PIPE investors and the February 9, 2021 version attached to an SEC
filing, Hyzon stated it was in “advanced discussions” to deliver FCEVs to
Company-3 in 2021 and projected to deliver “500+” FCEVs to Company-3 and
earn “$200mm+” in revenue over the next five years. These statements were false
and misleading because Company-3 never indicated it intended to purchase

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FCEVs from Hyzon. In subsequent versions of the investor presentation, Hyzon
continued to falsely disclose it was in “advanced discussions” for 2021 or 2022
deliveries of vehicles to a “Beverage Company” – an anonymized reference to
Company-3 – despite having only introductory meetings with Company-3 and its
affiliates. This statement was still false and misleading because it
mischaracterized the customer relationship as being in advanced discussions when
the discussions were preliminary.
(d) Company-4: In the January 2021 investor presentation version provided to
potential PIPE investors and the February 9, 2021 version attached to an SEC
filing, Hyzon stated that it was “finalizing” a $1 million “contract” to deliver two
FCEVs to Company-4 in 2021. This statement was false and misleading because
Company-4 never indicated it intended to purchase FCEVs from Hyzon. By June
2021, a Company-4 transportation provider specifically told Hyzon that it would
not be moving forward with the project then under discussion. Yet, i  n April and
July 2021 versions of the investor presentation, Hyzon stated that it was finalizing
a contract with a “Leading Retailer” – an anonymized reference to Company-4.
This statement was still false and misleading because it created the false
impression that Hyzon was close to entering into a contract with Company-4
when Company-4’s affiliate had ended discussions by at least June 2021.
23.    Each version of the investor presentation also included statements about the status
of Hyzon’s relationships with certain suppliers, including a statement that “key relationships
have already been formed” with two suppliers of FCEV chassis. These statements were false and

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misleading because Hyzon and these purported suppliers had not reached the point of negotiating
any supply relationship.
24. Knight was responsible for each of the false and misleading statements about
Hyzon’s purported customer and supplier relationships set forth in the investor presentation.
Knight provided information about customer and supplier relationships to the individuals who
drafted the investor presentation. Knight also made edits to, reviewed, and approved the
misleading statements before their use in the presentation and filing with the SEC.
25. Knight should have known that the statements about the customer and supplier
relationships in the investor presentation, described above, were false and misleading. As
Hyzon’s CEO, Knight’s responsibilities included advancing Hyzon’s customer and supplier
relationships alongside Hyzon’s sales and operational employees. In addition, in some instances,
Knight had specific information that contradicted statements made in the investor presentation.
For example, Knight directly interacted with Company-3, which had not indicated that it
intended to purchase FCEVs from Hyzon. Knight’s negligence is imputed   to Hyzon.
26. The false and misleading statements about Hyzon’s customer and supplier
relationships were material to investors, including investors evaluating the SPAC merger and
PIPE investments, when making investment decisions about Hyzon. The false and misleading
statements communicated to investors that Hyzon was capable of generating revenue, despite
lacking significant sales history, because it was purportedly finalizing contract terms with well-
known customers. Additionally, the false and misleading statements communicated that, despite
lacking significant manufacturing history, Hyzon had established supplier relationships that
would enable it to manufacture the FCEVs needed to fulfill the orders purportedly being
finalized.

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27. Hyzon and Knight obtained money and property by means of the false statements
about Hyzon’s customer and supplier relationships. Hyzon gained access to the SPAC’s investor
capital upon completion of the merger, and PIPE investors provided additional capital to Hyzon.
Knight received company stock, and options to purchase additional stock, as a result of Hyzon’s
successful completion of the SPAC merger.
ii. Hyzon and Holthausen Misrepresented the Delivery of Hyzon’s First FCEV.

28. On July 13, 2021, Hyzon issued a press release announcing that it delivered its
first FCEV to Company-5, a transportation provider for a European dairy company. On the same
day, Hyzon posted to social media a video of the FCEV operating with the statement that the
FCEV, a “milk truck,” was powered by hydrogen. Holthausen also posted the press release and
video about the FCEV to his personal social media.
29. The July 13, 2021 press release and social media posts about Hyzon’s first FCEV
delivery were false and misleading because the FCEV purportedly delivered to Company-5, and
shown in the social media posts, did not run on hydrogen. When Hyzon recorded the video of the
FCEV milk truck, it was not connected to an operational hydrogen fuel cell and was powered
solely by an electric battery that allowed it to travel only a limited distance. Hyzon had not even
installed a critical component on the FCEV that was required to power the FCEV with a
hydrogen fuel cell.
30. Holthausen was a maker of the false and misleading press release and social
media postings and was ultimately responsible for their accuracy. Holthausen helped draft the
July 13, 2021 press release, managed the video recording of the FCEV with the Hyzon Europe
team he supervised, and posted the video on his personal social media.
31. Holthausen knew, or was reckless in not knowing, and should have known that
the July 13, 2021 press release and social media postings were false and misleading because the

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FCEV milk truck did not run on hydrogen at the time of the video recording and the press
release. Holthausen’s scienter is imputed to Hyzon.
32. Holthausen also misled Hyzon’s other executives about the operational status of
the FCEV. For example, on September 16, 2021, a Hyzon executive asked Holthausen about
rumors that the FCEV milk truck did not run on hydrogen. Holthausen denied the rumors.
33.  The July 13, 2021 press release and social media postings about the FCEV milk
truck were material to investors, including the SPAC’s shareholders who voted whether to
approve the Hyzon merger two days after the press release was issued. These statements were
important because, among other reasons, Hyzon had not previously delivered any FCEVs to a
customer.
34. Hyzon and Holthausen obtained money and property by means of the false
statements in the July 13, 2021 press release and the social media posts about the first FCEV
delivery. Hyzon gained access to the SPAC’s investor capital upon completion of the merger,
and PIPE investors provided additional capital to Hyzon through the private offering of
securities. Holthausen received Hyzon stock, and options to purchase additional stock, as a result
of Hyzon’s successful completion of the SPAC merger.
B. Additional Fraud by Hyzon and Holthausen After the July 2021 Merger with the
SPAC.
35. After the merger, on July 19, 2021, Hyzon’s stock began trading on NASDAQ.
Hyzon’s stock price declined in the weeks after the listing. Hyzon’s management thereafter
focused on the delivery of vehicles to prove Hyzon’s operational ability and maintain its stock
price.

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36. Prior to the merger, Hyzon publicly forecast in SEC filings and elsewhere that it
would deliver 85 FCEVs before the end of 2021. After the merger,  Hyzon publicly reaffirmed
this forecast.
37. Initially, Hyzon management focused on meeting the forecast by selling vehicles
to European customers through Hyzon Europe. However, by the fourth quarter of 2021, Hyzon
determined it could not meet the forecast through Hyzon Europe. As a result, Hyzon’s
management shifted its focus to selling vehicles to Chinese customers through Hyzon China.
38. At the end of 2021, in SEC filings and other public statements, Hyzon falsely
reported that it sold 87 FCEVs during the year,  five in Europe and 82 in China, when it had not
sold any vehicles that year.
i. Hyzon and Holthausen Falsely Claimed Hyzon Sold Five FCEVs in Europe,
Even Though Hyzon Did Not Own the FCEVs it Purportedly Sold.

39. Hyzon reported in its financial statements for the third quarter and year-end 2021,
which Hyzon filed with the SEC on November 15, 2021 and March 30, 2022, respectively, that it
sold five FCEVs to European customers through Hyzon Europe in the third and fourth quarters
of 2021. Specifically, Hyzon reported in its third quarter 2021 income statement and
accompanying footnotes that it recorded approximately $1 million in revenue from Hyzon
Europe’s sales of FCEVs during the quarter. Additionally, Hyzon reported in its year-end 2021
income statement and accompanying footnotes that it recorded approximately $2.2 million in
revenue from Hyzon Europe’s sales of FCEVs during the year. Hyzon also reported the revenue
att   ributable to the Hyzon Europe sales in press releases attached as exhibits to current reports
filed with the SEC on November 12, 2021 and March 23, 2022.
40. These statements w ere false and misleading because Hyzon Europe did not own
the five FCEVs it claimed to have sold. Instead, these vehicles were owned by Hyzon Europe’s

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customers. Hyzon filed restated financial statements with the SEC on March 14, 2023, and
reversed revenue recognition on the five FCEV sales in 2021 to European customers.
41. Prior to the formation of Hyzon Europe,  HCT contracted with intermediaries for
customers in Europe to retrofit five vehicles, which were owned by the customers, with hydrogen
fuel cell technology. HCT transferred the retrofit projects to Hyzon Europe prior to Hyzon’s July
2021 merger with the SPAC. Even though neither HCT nor Hyzon Europe owned the vehicles,
Hyzon Europe reported to Hyzon that it sold the five vehicles during the third and fourth quarters
of 2021 for the purpose of including these purported sales in Hyzon’s financial statements filed
with the SEC and other public announcements. Hyzon Europe reported the purported sales to
Hyzon with Holthausen’s knowledge and approval. Holthausen had ultimate authority for these
statements in Hyzon’s financial statements.
42. Holthausen knew, or was reckless in not knowing, and should have known that
Hyzon’s public statements reflecting the sale of five FCEVs in Europe, including its third quarter
and year-end 2021 financial statements, were false and misleading because he knew that HCT,
Hyzon Europe, and Hyzon never owned the vehicles Hyzon Europe purportedly sold.
Holthausen’s scienter is imputed to Hyzon.
43. In addition, Hyzon should have known that its statements reflecting the sale of
five FCEVs in Europe were false and misleading based on the operation of its internal controls.
However, Hyzon failed to implement effective internal controls necessary to ensure that Hyzon
Europe owned the FCEVs it purported to sell. Hyzon Europe did not employ accounting
personnel with knowledge of United States accounting and financial reporting standards.
Hyzon’s accounting and finance employees in the United States lacked sufficient visibility into

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the operations and processes related to the sales of products and services at Hyzon Europe to
ensure revenue was recognized in conformance with standards in the United States.
44. Hyzon’s recognition of five FCEV sales in 2021 to European customers through
Hyzon Europe was material to investors. These purported sales represented Hyzon’s first
completed sales of FCEVs and caused Hyzon to overstate its revenue by approximately 91% in
the third quarter of 2021 and 35% for the full year 2021.
ii. Hyzon Falsely Claimed It Sold 82 FCEVs in China in 2021.

45. Hyzon reported in its financial statements for year-end 2021, which Hyzon filed
with the SEC on March 30, 2022, that it sold 82 FCEVs to Chinese customers through Hyzon
China in the fourth quarter of 2021. Specifically, Hyzon reported in its year-end 2021 income
statement and accompanying footnotes that it recorded $3.8 million in revenue from Hyzon
China’s sales during the year. Hyzon also reported revenue attributable to the Hyzon China sales
in a press release attached as an exhibit to a current report filed with the SEC on March 23, 2022.
46. These statements were false and misleading. Many of the FCEVs were not
operational on hydrogen power at the time of delivery and, therefore, Hyzon could not recognize
these purported sales. A Hyzon China employee arranged to deliver FCEVs shortly before the
end of 2021 in order to meet Hyzon’s public guidance. However, the customers agreed to return
the vehicles to Hyzon China’s manufacturer after year-end to complete necessary work on the
vehicles so that they could run on hydrogen power.
47. As a result of the misconduct described above, Hyzon misstated its 2021 annual
financial statements, which Hyzon filed with the SEC on March 30, 2022. Hyzon filed restated
financial statements with the SEC on March 14, 2023, and reversed revenue recognition on the
82 FCEV sales in 2021 to Chinese customers.

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48. Hyzon should have known that its statements reflecting the sale of 82 FCEVs in
China were false and misleading based on the operation of its internal controls. However, Hyzon
failed to implement effective internal controls sufficient to provide reasonable assurance that
Hyzon China completed all steps required to recognize the 82 FCEV sales to Chinese customers
in 2021.
49. Hyzon’s parent company, which indirectly retained a majority interest in Hyzon
after the SPAC merger, oversaw most of Hyzon China’s operations, including the accounting
and sales functions, pursuant to an agreement with Hyzon China. Hyzon management lacked
sufficient control of the operations of Hyzon China to ensure that sales to Chinese customers
were reported in conformance with standards in the United States.
50. Hyzon’s recognition of 82 FCEV sales in 2021 to Chinese customers through
Hyzon China was material to investors because it significantly inflated Hyzon’s revenue for
2021 and allowed it to meet its sales forecasts. Both metrics were important to investors.
51. Specifically, Hyzon’s improper recognition of the 82 Chinese FCEV sales inflated
Hyzon’s full-year 2021 revenue by approximately 65%. These misstatements also caused Hyzon
to understate its first quarter 2022 revenue by approximately $2.5 million – more than 85% –
because certain sales recognized in 2021 should have been recognized in that quarter.
52. Additionally, Hyzon would not have achieved its 85-FCEV sales forecast for
2021 without recognizing the 82 sales to Chinese customers. Achieving the sales forecast was
important to investors, who valued Hyzon’s ability to deliver a high volume of vehicles as
forecast.

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C. Hyzon and Holthausen Employed a Scheme to Defraud, and Engaged in a Course of
Business Operating as a Fraud, by Claiming Deliveries and Sales of FCEVs to
European Customers.
53. Hyzon and Holthausen employed a fraudulent scheme and course of business that
exaggerated the operations and sales of Hyzon Europe. For example, shortly before and after the
July 2021 SPAC merger, Hyzon and Holthausen published a deceptive video purporting to show
its first FCEV milk truck in operation, and also published a press release touting delivery of this
FCEV. However, as alleged above, Holthausen knew or was reckless in not knowing, and should
have known, that this vehicle did not run on hydrogen at the time of the video recording and
press release. Later in 2021, Hyzon falsely reported sales of FCEVs in Europe, when Holthausen
knew or was reckless in not knowing, and should have known, that Hyzon Europe never owned
the vehicles it claimed to sell. Holthausen also signed a false document used to support sales
recognition for the purported sales in Europe. Holthausen’s scienter is imputed to Hyzon. Hyzon
and Holthausen’s deceptive claims about the milk truck and Hyzon’s purported later sales in
Europe were in furtherance of a scheme to defraud, and represented a course of business that
operated as a fraud, upon Hyzon’s investors. In March 2023, Hyzon publicly disclosed the
misconduct concerning FCEV deliveries and sales by Hyzon Europe.
D. Hyzon and Knight Engaged in a Course of Business Operating as a Fraud by
Exaggerating Hyzon’s Customer and Supplier Relationships.
54. Hyzon and Knight also negligently and misleadingly touted Hyzon’s purported
relationships with well-known customers and suppliers in Hyzon’s investor presentation,
creating the false appearance that significant sales transactions were imminent. For example,
Hyzon and Knight published multiple versions of the investor presentation over several months
and provided it on Hyzon’s website for more than a year. Knight’s negligence is imputed to

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Hyzon. This use of the false and misleading investor presentation also represented a course of
business that operated as a fraud on Hyzon’s investors.
E. Hyzon’s Stock Price and Value Declined Due to Revelations of Fraud.
55. When the SPAC announced its proposed merger with Hyzon in February 2021,
the SPAC’s stock price reached nearly $20 per share on the date of the announcement. The
transaction valued the combined company at approximately $2.1 billion. Hyzon’s stock price
dramatically declined following the merger, including during the September 2021 through March
2023 period in which investors learned about the pre- and post-merger fraud described above.
Today, Hyzon’s stock trades at just above $1 per share, and its market value is about $300
million – an approximately 85% decline from the SPAC merger valuation.
F. Hyzon Made False SEC Filings, and Holthausen Aided and Abetted Hyzon’s
Misconduct.
56. Hyzon filed current, quarterly, and annual reports with the SEC that omitted
material information necessary to make the statements therein not misleading. Hyzon filed its
third quarter and year-end 2021 financial statements with the SEC on Forms 10-Q and 10-K on
November 15, 2021 and March 30, 2022, respectively. The financial statements reported revenue
from purported sales by Hyzon Europe and Hyzon China. However, as a result of the misconduct
alleged above, Hyzon could not recognize revenue for the reported sales. Additionally, Hyzon
improperly reported the revenue associated with these sales in press releases attached as exhibits
to current reports Hyzon filed with the SEC on Forms 8-K on November 12, 2021 and March 23,
2022.
57. Hyzon also failed to accurately report revenue in its first quarter 2022 financial
statements, which it filed with the SEC on Form 10-Q on May 13, 2022. Hyzon failed to include
revenue from certain Hyzon China sales that Hyzon improperly recognized in 2021. Instead,

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Hyzon should have recorded this revenue in the first quarter of 2022. Additionally, Hyzon failed
to report the associated revenue in a press release attached as an exhibit to a current report Hyzon
filed with the SEC on Form 8-K on May 6, 2022.
58. The improperly reported revenue was material to investors. When corrected by
Hyzon as part of a restatement, Hyzon’s third quarter and year-end 2021 revenue declined by
91% and 100%, respectively. Furthermore, Hyzon’s first quarter 2022 revenue increased by
more than 85%.
59. Holthausen knowingly provided substantial assistance to Hyzon’s misconduct
with respect to the portion of revenue attributable to Hyzon Europe’s falsely reported sales. As
alleged above, Holthausen knew that Hyzon Europe did not own the FCEVs it purportedly sold
in 2021. Hyzon Europe reported the purported sales to Hyzon with Holthausen’s knowledge and
approval. Holthausen had ultimate authority for the false revenue reported by Hyzon with respect
to these sales.
G. Hyzon Maintained False Books and Records, and Holthausen Aided and Abetted
Hyzon’s Misconduct.
60. Hyzon failed to make and keep books, records, and accounts, which, in reasonable
detail, accurately and fairly reflected the transactions and dispositions of its assets for the third
quarter and annual periods of 2021, as well as the first quarter of 2022. In 2021, Hyzon
improperly recorded in its books and records the purported sales transactions described above. In
the first quarter of 2022, Hyzon failed to record in its books and records certain of the sales
transactions that should have been recorded in the first quarter of 2022 but were improperly
recorded in 2021.
61. Holthausen knowingly provided substantial assistance to Hyzon’s misconduct
with respect to the purported Hyzon Europe sales recorded in Hyzon’s books and records in

20

2021. As alleged above, Holthausen knew that Hyzon Europe did not own the FCEVs that
Hyzon purported to sell in 2021. Hyzon improperly recorded revenue from these sales in its
books and records with Holthausen’s knowledge and approval.
H. Hyzon Failed to Maintain Internal Accounting Controls.
62. Hyzon failed to devise and maintain a system of internal accounting controls
sufficient to provide reasonable assurances that its sales transactions were recorded as necessary
to permit the preparation of its financial statements in conformity with generally accepted
accounting principles. As alleged above, Hyzon did not maintain internal accounting controls to
ensure that sales by Hyzon Europe and Hyzon China met the criteria for revenue recognition
under generally accepted accounting principles.
I. Hyzon Failed to Maintain Disclosure and Financial Reporting Controls.
63. Hyzon failed to maintain disclosure controls and procedures, as well as internal
controls over financial reporting. As alleged above, Hyzon improperly disclosed purported sales
in its current, quarterly, and annual reports filed with the SEC. Hyzon did not have effective
disclosure controls in place to ensure the accumulation of accurate information or
communication of that information to management responsible for making such disclosures.
Hyzon also failed to maintain effective financial reporting controls necessary to ensure the
accuracy of its financial reports filed with the SEC. In a March 14, 2023 filing with the SEC,
Hyzon acknowledged that there were material weaknesses in its internal controls over financial
reporting as of December 31, 2021 and its disclosure controls and procedures were not effective
as of December 31, 2021.

21

J. Holthausen Falsified Hyzon’s Books, Records, and Accounts Concerning Hyzon
Europe Sales.
64. Holthausen falsified, or caused to be falsified, Hyzon’s books, records, and
accounts concerning the five purported FCEV sales made by Hyzon Europe in 2021. As alleged
above, Holthausen knew that Hyzon Europe did not own the FCEVs. Hyzon improperly recorded
the sales in its accounts and other records with Holthausen’s knowledge and approval.
Additionally, Holthausen signed the Vehicle Purchase Agreement that purported to transfer the
five vehicles from HCT to Hyzon Europe. Holthausen knew that HCT did not own the vehicles it
purported to transfer to Hyzon Europe when he signed the Vehicle Purchase Agreement.
K. Hyzon and Knight Violated Shareholder Proxy Requirements by Failing to Disclose
Knight’s Improper Stock Pledge
.
65. On April 27, 2022, Hyzon filed a proxy statement with the SEC, which it used to
solicit shareholder proxies in advance of its annual shareholder meeting. Knight participated in
the proxy solicitation, including through his introduction letter to shareholders at the beginning
of the proxy statement. The proxy statement omitted reference to an improper pledge of Hyzon
stock by Knight. Hyzon was required to disclose Knight’s stock pledge pursuant to Item 403(b)
of Regulation S-K [17 C.F.R. § 229.403(b)].
66. Knight had pledged 226,415 shares of his Hyzon stock to secure a $1.5 million
loan he obtained from Company-6, a Singapore-based entity run by Knight’s friend, on
November 18, 2021. Knight used the loan proceeds to purchase an additional 166,000 shares of
Hyzon stock on the open market on November 22, 2021. Knight purchased the additional stock
in an unsuccessful attempt to inflate Hyzon’s stock price, which had been in decline since the
September 2021 publication of a short-seller report that challenged various claims by Hyzon.
67.  T he November 18, 2021 loan agreement with Company-6 did not reference the
stock pledge and, at Knight’s request, the pledge was not registered with a brokerage or other

22

third-party. Instead, Knight and Company-6 documented the pledge in a separate agreement that
Knight signed on December 8, 2021. Knight did not share the separate pledge agreement with
Hyzon. Then, in March 2022, Knight failed to disclose pledging any Hyzon stock in response to
a written questionnaire distributed to Hyzon’s directors and officers in advance of the April 27,
2022 proxy statement filing. Because Knight hid the stock pledge, Hyzon did not disclose it as
required.
68. Knight hid the stock pledge from Hyzon because he knew, or reasonably should
have known, that the stock pledge violated a February 8, 2021 lock-up agreement he entered into
with Hyzon that prohibited him from pledging his shares. Knight also knew, or reasonably
should have known, that Hyzon was required to disclose the pledge to investors pursuant to SEC
rules. Required disclosures are material to investors.

FIRST CLAIM FOR RELIEF
Fraud
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(Against Hyzon and Holthausen)

69. Paragraphs 1 through 68 are re-alleged and incorporated by reference.
70. By engaging in the conduct described above, Hyzon and Holthausen, singly or in
concert with others, knowingly or recklessly, in connection with the purchase or sale of
securities, directly or indirectly, by use of the means or instrumentalities of interstate commerce,
or the mails, or the facilities of a national securities exchange:
(a) employed devices, schemes or artifices to defraud;
(b) made untrue statements of material facts or omitted to state material facts
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading; and

23

(c) engaged in acts, practices, or courses of business which operated or would operate
as a fraud or deceit upon any person in connection with the purchase or sale of
any security.
71. By reason of the foregoing, Hyzon and Holthausen, directly and indirectly, violated
and unless enjoined will again violate, Exchange Act Section 10(b) [15 U.S.C § 78j(b)] and Rule
10b-5 thereunder [17 C.F.R. § 240.10b-5].
SECOND CLAIM FOR RELIEF
Fraud
Violations of Securities Act Section 17(a)(1)
(Against Hyzon and Holthausen)

72. Paragraphs 1 through 68 are re-alleged and incorporated by reference.
73. By engaging in the conduct described above, Hyzon and Holthausen, singly or in
concert with others, in connection with the purchase or sale of securities, by use of a means or
instrumentality of interstate commerce, or of the mails, knowingly or recklessly employed a
device, scheme, or artifice to defraud.
74. By reason of the foregoing, Hyzon and Holthausen, directly or indirectly, violated,
and unless enjoined will again violate, Securities Act Section 17(a)(1) [15 U.S.C. § 77q(a)(1)].
THIRD CLAIM FOR RELIEF
Fraud
Violations of Securities Act Sections 17(a)(2) and 17(a)(3)
(Against All Defendants)

75. Paragraphs 1 through 68 are re-alleged and incorporated by reference.
76. By engaging in the conduct described above, Defendants, singly or in concert with
others, in connection with the purchase or sale of securities, by use of a means or instrumentality
of interstate commerce, or of the mails:

24

(a) knowingly, recklessly, or negligently obtained money or property by means of
untrue statements of material facts, or omissions of material facts necessary in
order to make the statements made, in light of the circumstances under which they
were made, not misleading; and
(b) knowingly, recklessly, or negligently engaged in a transaction, practice or course
of business which operated or would operate as a fraud or deceit upon the
purchaser.
77. By reason of the foregoing, Defendants, directly or indirectly, violated, and unless
enjoined will again violate, Securities Act Sections 17(a)(2) and 17(a)(3) [15 U.S.C. §§
77q(a)(2), 77q(a)(3)].
FOURTH CLAIM FOR RELIEF
False SEC Filings
Violations of Exchange Act Section 13(a) and
Rules 12b-20, 13a-1, 13a-11, and 13a-13 Thereunder
(Against Hyzon as a Primary Violator; Aiding and Abetting as to Holthausen)

78. Paragraphs 1 through 68 are re-alleged and incorporated by reference.
79. By engaging in the conduct described above, Hyzon failed to file or filed current,
quarterly, and annual reports with the SEC which failed to include material information
necessary to make the required statements, in light of the circumstances under which they were
made, not misleading.
80. Holthausen knowingly provided substantial assistance in violation of Exchange Act
Section 20(e) [15 U.S.C. § 78t(e)] to Hyzon’s violations of Exchange Act Section 13(a) and
Rules 12b-20, 13a-1, 13a-11, and 13a-13 [17 C.F.R. §§ 240.12b-20, 240.13a-1, 140.13a-11,
240.13a-13].

25

81. By reason of the foregoing, Hyzon violated, and Holthausen aided and abetted
Hyzon’s violations, and unless enjoined Hyzon will again violate and Holthausen will aid and
abet violations of, Exchange Act Section 13(a) [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1,
13a-11, and 13a-13 [17 C.F.R. §§ 240.12b-20, 240.13a-1, 140.13a-11, 240.13a-13].
FIFTH CLAIM FOR RELIEF
False Books and Records
Violations of Exchange Act Section 13(b)(2)(A)
 (Against Hyzon as a Primary Violator; Aiding and Abetting as to Holthausen)

82. Paragraphs 1 through 68 are re-alleged and incorporated by reference.
83. By engaging in the conduct described above, Hyzon failed to make and keep books,
records, and accounts, which, in reasonable detail, accurately and fairly reflected the transactions
and dispositions of the assets of the issuer.
84. Holthausen knowingly provided substantial assistance in violation of Exchange Act
Section 20(e) [15 U.S.C. § 78t(e)] to Hyzon’s violations of Exchange Act Section 13(b)(2)(A)
[15 U.S.C. § 78m(b)(2)(A)].
85. By reason of the foregoing, Hyzon violated, and Holthausen aided and abetted
Hyzon’s violations, and unless enjoined Hyzon will again violate and Holthausen will aid and
abet violations of, Exchange Act Section 13(b)(2)(A) [15 U.S.C. § 78m(b)(2)(A)].
SIXTH CLAIM FOR RELIEF
Internal Accounting Controls
Violations of Exchange Act Section 13(b)(2)(B)
 (Against Hyzon)

86. Paragraphs 1 through 68 are re-alleged and incorporated by reference.
87. By engaging in the conduct described above, Hyzon failed to devise and maintain a
system of internal accounting controls sufficient to provide reasonable assurances that:

26

(a) transactions were executed in accordance with management’s general or specific
authorization;
(b) transactions were recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles or any
other criteria applicable to such statements, and maintain accountability for assets;
(c) access to assets was permitted only in accordance with management’s general or
specific authorization; and
(d) the recorded accountability for assets was compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.
88. By reason of the foregoing, Hyzon violated and unless enjoined will again violate,
Exchange Act Section 13(b)(2)(B) [15 U.S.C. § 78m(b)(2)(B)].
SEVENTH CLAIM FOR RELIEF
Disclosure and Reporting Controls
Violations of Exchange Act Rule 13a-15(a)
 (Against Hyzon)

89. Paragraphs 1 through 68 are re-alleged and incorporated by reference.
90. By engaging in the conduct described above, Hyzon failed to maintain disclosure
controls and procedures and internal controls over financial reporting.
91. By reason of the foregoing, Hyzon violated, and unless enjoined will again violate,
Exchange Act Rule13a-15(a) [17 C.F.R. § 240.13a-15(a)].

27

EIGHTH CLAIM FOR RELIEF
Falsified Books, Records, or Accounts
Violations of Exchange Act Section 13(b)(5)
 (Against Holthausen)

92. Paragraphs 1 through 68 are re-alleged and incorporated by reference.
93. By engaging in the conduct described above, Holthausen:
(a) knowingly circumvented or knowingly failed to implement a system of internal
accounting controls; and
(b) knowingly falsified, or caused to be falsified, Hyzon’s books, records, or
accounts.
94. By reason of the foregoing, Holthausen violated, and unless enjoined will again
violate, Exchange Act Section 13(b)(5) [15 U.S.C. § 78m(b)(5)].
NINTH CLAIM FOR RELIEF
Proxy Disclosures
Violations of Exchange Act Section 14(a) and Rule 14a-9 Thereunder
 (Against Hyzon and Knight)

95. Paragraphs 1 through 68 are re-alleged and incorporated by reference.
96. By engaging in the conduct described above, Hyzon and Knight, by use of the mails,
or the means or instrumentalities of interstate commerce or any facility of a national securities
exchange, solicited proxies without furnishing each person solicited a proxy statement containing
the information specified by the proxy rules, and used proxy statements containing statements
which, at the time and in light of the circumstances under which they are made, were false or
misleading with respect to a material fact, or omitted to state material facts necessary to make the
statement therein not misleading or necessary to correct any statement in any earlier

28

communication with respect to the solicitation of a proxy for the same meeting or subject matter
which has become false or misleading.
97. By reason of the foregoing, Hyzon and Knight violated, and unless enjoined will
again violate, Exchange Act Section 14(a) [15 U.S.C. § 78n(a)] and Rule 14a-9 thereunder [17
C.F.R. § 240.14a-9].
PRAYER FOR RELIEF
 WHEREFORE, the SEC respectfully requests that this Court:
I.
 Find that the Defendants committed the violations alleged in this Complaint;
II.
 Enter an injunction, in a form consistent with Rule 65 of the Federal Rules of Civil
Procedure, permanently restraining each of the Defendants from violating, directly or indirectly,
the laws and rules they are alleged to have violated in this Complaint;
III.
 Pursuant to Securities Act Section 20(d) [15 U.S.C. § 77t(e)] and Exchange Act Section
21(d)(3) [15 U.S.C. § 78u(d)(3)], order Defendants to pay civil money penalties;
 I V.
 Pursuant to the Court’s inherent equitable authority and Exchange Act Section 21(d)(5)
[15 U.S.C. § 78u(d)(5)], bar Knight from acting as an officer or director of any issuer that has a
class of securities registered pursuant to Exchange Act Section 12 [15 U.S.C. § 78l] or that is
required to file reports pursuant to Exchange Act Section 15(d) [15 U.S.C. § 78o(d)];

29

V.
Pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section
21(d)(2) [15 U.S.C. § 78u(d)(2)], bar Holthausen from acting as an officer or director of any
issuer that has a class of securities registered pursuant to Exchange Act Section 12 [15 U.S.C. §
78l] or that is required to file reports pursuant to Exchange Act Section 15(d) [15 U.S.C. §
78o(d)]; and
VI.
 Grant such other and further relief as this Court may deem just, equitable, or necessary in
connection with the enforcement of the federal securities laws and for the protection of investors.
DEMAND FOR JURY TRIAL
 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the SEC demands trial by jury
in this action of all issues so triable.

Dated:  September 26, 2023
Respectfully submitted,

s/ Sharan E. Lieberman
__________________________
Sharan E. Lieberman
Attorney for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
1961 Stout Street, Suite 1700
Denver, Colorado 80294
(303) 844-1000
 [email protected]

Sharan E. Lieberman 
Attorney for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
1961 Stout Street, Suite 1700 
Denver, Colorado 80294 
(303) 844-1000 
[email protected] 
 

UNITED STATES DISTRICT COURT 
WESTERN DISTRICT OF NEW YORK 

 
 
SECURITIES AND EXCHANGE COMMISSION, 
 

Plaintiff, 
 

v. 
 
HYZON MOTORS INC., CRAIG M. KNIGHT, and 
MAX C.B. HOLTHAUSEN, 
 

Defendants. 
 

 
 

Case No. 23-6553 
 

JURY TRIAL DEMANDED 
 

 

COMPLAINT 

Plaintiff United States Securities and Exchange Commission (the “SEC”), for its 

Complaint against Defendants Hyzon Motors Inc. (“Hyzon”), Craig M. Knight, and Max C.B. 

Holthausen (collectively, the “Defendants”), alleges as follows: 

SUMMARY 

1. Hyzon Motors, Inc., a publicly traded company that assembles hydrogen fuel cell 

electric vehicles (“FCEVs”), made false and misleading statements to investors about its 

customer and supplier relationships and overstated the number of FCEVs it had completed, 

delivered, and sold. For instance: 

(a) From January through July 2021, in advance of two key capital-raising events, 

Hyzon exaggerated the status of its business dealings with its potential customers 

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2 
 

and suppliers, including well-known companies, to create the false appearance 

that significant sales transactions were imminent; 

(b) On July 13, 2021, shortly before the capital-raising events, Hyzon falsely claimed 

that it had delivered its first FCEV – a milk truck to be used by a European dairy 

company – and posted a misleading video to social media that gave the false 

impression that it ran on hydrogen when, in fact, it did not; and 

(c) In documents filed with the SEC from November 2021 through March 2022, 

Hyzon stated that its European and Chinese subsidiaries sold 87 FCEVs in 2021, 

when, in reality, Hyzon either did not own the vehicles to sell or had not 

completed them prior to shipment.  

2. Knight, Hyzon’s chief executive officer (“CEO”), was responsible for the content 

of the false statements about Hyzon’s customer and supplier relationships alleged in paragraph 

1(a) above. Knight also pledged some of his Hyzon stock in order to finance the purchase of 

additional stock, but hid the pledge from Hyzon because it violated an agreement he signed in 

connection with the capital-raising events. Knight sought to purchase these additional shares to 

artificially boost Hyzon’s stock price in response to a negative report about the company. Knight 

should have disclosed this improper stock pledge in response to a questionnaire he completed in 

connection with Hyzon filing its 2022 proxy statement. 

3. Holthausen, who was the head of Hyzon’s European subsidiary and an executive 

officer and management team member of Hyzon, was responsible for the false statements in July 

2021 about Hyzon’s supposed delivery of the FCEV milk truck, when he knew that vehicle did 

not operate on hydrogen power. He was also responsible for Hyzon’s misreporting of vehicle 

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3 
 

sales in 2021 by its European subsidiary, when he knew that the European subsidiary was not 

selling the vehicles, but merely retrofitting customer-owned trucks to run on hydrogen power. 

4. Hyzon later reversed recognition of the 87 FCEV sales in 2021 by its European 

and Chinese subsidiaries when it filed financial restatements. 

5. Ultimately, Defendants’ fraud was uncovered and disclosed to the public in a 

series of announcements from September 2021 through March 2023, causing a dramatic decline 

in Hyzon’s share price and a reduction of approximately 85% in Hyzon’s value. 

NATURE OF THE PROCEEDINGS AND REQUESTED RELIEF 

6. The SEC brings this action pursuant to the authority conferred upon it by Section 

22(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77v(a)] and Sections 21(d), 

21(e), and 27 of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78u(d), 

78u(e), and 78aa]. The SEC seeks permanent injunctions against each of the Defendants, 

enjoining them from engaging in the transactions, acts, practices, and courses of business alleged 

in this Complaint and from violating, directly or indirectly, the laws and rules alleged in this 

Complaint; civil penalties pursuant to Securities Act Section 21(d) [15 U.S.C. § 77t(d)] and 

Exchange Act Section 20(d) [15 U.S.C. § 78u(d)] against all Defendants; against Knight, an 

officer and director bar pursuant to the Court’s inherent equitable authority and Exchange Act 

Section 21(d)(5) [15 U.S.C. § 78u(d)(5)]; and, against Holthausen, an officer and director bar 

pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) 

[15 U.S.C. § 78u(d)(2)]. The SEC seeks any other relief the Court may deem appropriate 

pursuant to Exchange Act Section 21(d)(5) [15 U.S.C. § 78u(d)(5)].   

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4 
 

JURISDICTION AND VENUE 

7. This Court has subject matter jurisdiction pursuant to Securities Act Sections 

20(b), 20(d), 20(e), and 22(a) [15 U.S.C. Sections §§ 77t(b), 77t(d), 77t(e), and 77v(a)] and 

Exchange Act Sections 21(d), 21(e), and 27 [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].   

8. The Defendants, directly or indirectly, made use of the means or instrumentalities 

of interstate commerce, or of the mails, or the facilities of a national securities exchange in 

connection with the acts, practices, transactions, and courses of business alleged in this 

Complaint. 

9. Venue lies in this Court pursuant to Securities Act Section 22(a) [15 U.S.C. § 

77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa]. Hyzon is headquartered in Honeoye 

Falls, New York. Venue also lies in this Court pursuant to 28 U.S.C. § 1391(c)(3) because 

Knight and Holthausen are not residents of the United States. 

DEFENDANTS 

10. Hyzon Motors Inc. is a Delaware corporation headquartered in Honeoye Falls, 

New York. Hyzon builds electric vehicles powered by hydrogen fuel cells acquired from its 

parent company, a Singapore company that manufactures and sells fuel cells in China and other 

countries. Hyzon’s common stock is registered with the SEC pursuant to Exchange Act Section 

12(b) [15 U.S.C. § 78l(b)] and trades on the Nasdaq Capital Market (“NASDAQ”), a national 

securities exchange. Hyzon also maintained public offering documents filed with the SEC in 

order to potentially issue and sell additional stock if certain events occurred. 

11. Craig M. Knight, age 54, is a citizen and resident of Australia. Knight co-

founded Hyzon in January 2020 and became Hyzon’s CEO and a member of Hyzon’s board of 

directors in August 2020. Knight remained CEO and a member of the board of directors until he 

separated from Hyzon in August 2022. Hyzon later retroactively terminated Knight for cause.  

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5 
 

12. Max C.B. Holthausen, age 24, is a citizen and resident of the Netherlands. 

Holthausen is the CEO of Holthausen Clean Technology B.V. (“HCT”), which he founded with 

his father. In March 2020, HCT’s parent company formed a joint venture with Hyzon called 

Hyzon Motors Europe B.V. (“Hyzon Europe”). Holthausen served as the managing director of 

Hyzon Europe from March 2020 until December 2022. In its SEC filings and investor 

presentations, Hyzon identified Holthausen as a named executive officer and management team 

member of Hyzon from at least January through July 2021. 

OTHER RELEVANT ENTITIES 

13. Decarbonization Plus Acquisition Corporation (“DCRB” or the “SPAC”) 

was a Delaware corporation headquartered in Menlo Park, California. DCRB was a special 

purpose acquisition company (“SPAC”) formed to raise funds in an initial public offering and 

then acquire an operating company through a merger financed, in part, by the funds it raised 

from investors. DCRB’s common stock was registered with the SEC pursuant to Exchange Act 

Section 12(b) [15 U.S.C. § 78l(b)]. DCRB announced a proposed merger with Hyzon in 

February 2021, and DCRB’s shareholders ratified the merger in July 2021. After completion of 

the merger, DCRB became Hyzon. 

14. Hyzon Motors Europe B.V. is based and organized in the Netherlands. Hyzon 

Europe markets FCEVs in Europe. From March 2020 until December 2022, Hyzon Europe was a 

joint venture between Hyzon and HCT’s parent company. Hyzon owned the majority interest in 

Hyzon Europe. In December 2022, Hyzon purchased the minority interest of Hyzon Europe that 

HCT’s parent company owned. Hyzon Europe is now a wholly owned subsidiary of Hyzon. 

15. Hyzon Motors Technology (Shanghai) Co., Ltd. (“Hyzon China”) is based and 

organized in China. Hyzon China is a wholly owned subsidiary of Hyzon. Hyzon China sold its 

equity interest in the FCEV manufacturing component of its business in December 2022. 

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6 
 

FACTS 

A. Defendants’ Fraud Before the July 2021 Merger with the SPAC. 

16. In January 2020, Hyzon’s parent company separated the FCEV component of its 

business to form Hyzon. In November 2020, Hyzon began negotiating a merger with the SPAC. 

In connection with the anticipated merger, Hyzon planned to raise additional capital through a 

private investment in public equity (“PIPE”) offering. In a PIPE offering, investors acquire 

shares in a publicly traded company through a private offering, which allows the public company 

to quickly raise funds without conducting a public offering.  

17. By at least January 2021, Hyzon and the SPAC began soliciting potential PIPE 

investors. On February 9, 2021, Hyzon and the SPAC publicly announced the proposed merger, 

which valued the combined company at approximately $2.1 billion. The SPAC’s investors voted 

to approve the merger with Hyzon on July 15, 2021, and the merger closed on July 16, 2021. The 

merger provided Hyzon with access to approximately $600 million in capital – $200 million 

from money raised by the SPAC and another $400 million from PIPE investors. 

i. Hyzon and Knight Misrepresented Hyzon’s Relationships with Customers and 
Suppliers.  

 
18. Beginning in at least January 2021, Hyzon and the SPAC distributed an investor 

presentation, prepared by Hyzon, about Hyzon’s business. The investor presentation included 

information about Hyzon’s relationships with certain large, well-known customers and suppliers. 

On February 9, 2021, the SPAC publicly filed a current report with the SEC, attaching the 

investor presentation as an exhibit, in preparation for the shareholder vote on the proposed 

merger with Hyzon. The SPAC also filed additional versions of the investor presentation with 

the SEC in February and April 2021. Hyzon posted a version of the investor presentation on its 

website in July 2021, and it remained posted until at least the summer of 2022.     

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7 
 

19. Statements in the investor presentation about the status of Hyzon’s relationships 

with certain well-known customers were false and misleading, including specific statements 

about projected sales to the well-known customers. Although Hyzon had solicited transactions 

with these companies, none had indicated they would purchase FCEVs from Hyzon.  

20. Additionally, certain January and February 2021 versions of the investor 

presentation identified well-known customers and suppliers by name and logo, creating the false 

impression that all of the companies authorized Hyzon to use their names and logos, when in fact 

Hyzon had not obtained all of the companies’ consent.   

21. In February 2021, when certain customers demanded the removal of their names 

and logos from the investor presentation, Hyzon replaced the names and logos with generic 

descriptions of each company. However, the false and misleading statements about the status of 

Hyzon’s customer relationships remained in subsequent versions of the investor presentations. 

22. Hyzon’s false and misleading statements about its purported customers included the 

following: 

(a) Company-1: In the January 2021 investor presentation version provided to 

potential PIPE investors and the February 9, 2021 version attached to an SEC 

filing, Hyzon stated that it was “finalizing” a $2 million purchase order for five 

FCEVs to be delivered to Company-1 in 2021. This statement was false and 

misleading because Company-1 never expressed an intent to purchase FCEVs 

from Hyzon. In fact, by at least February 4, 2021, Company-1 had informed 

Hyzon that it could not accept an offer for any FCEV deliveries in 2021 because 

the deliveries were not included in Company-1’s annual budget. Hyzon removed 

Company-1’s name and logo from subsequent versions of the investor 

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8 
 

presentation released in February, April, and July 2021. However, Hyzon 

continued to state that it was finalizing the purchase order with Company-1, 

which it then referred to as an anonymous “Global Brewer[.]” This statement was 

still false and misleading because it mischaracterized the customer relationship as 

more advanced than it actually was.  

(b) Company-2: In the January 2021 investor presentation version provided to 

potential PIPE investors and the February 9, 2021 version attached to an SEC 

filing, Hyzon stated that it was “finalizing” a $1 million purchase order for three 

FCEVs to be delivered to Company-2. This statement was false and misleading 

because Company-2 had never indicated it intended to purchase FCEVs from 

Hyzon. By March 2021, Company-2 had informed Hyzon that it had selected a 

different FCEV supplier. Yet, Hyzon continued to disclose that it was engaged in 

“advanced discussions” for 2022 FCEV deliveries to an “Industrial Gas 

Company” – an anonymized reference to Company-2 – in April and July 2021 

versions of the investor presentation. This statement was still false and misleading 

because it mischaracterized the customer relationship as in advanced discussions 

when Company-2 had selected another supplier.  

(c) Company-3: In the January 2021 investor presentation version provided to 

potential PIPE investors and the February 9, 2021 version attached to an SEC 

filing, Hyzon stated it was in “advanced discussions” to deliver FCEVs to 

Company-3 in 2021 and projected to deliver “500+” FCEVs to Company-3 and 

earn “$200mm+” in revenue over the next five years. These statements were false 

and misleading because Company-3 never indicated it intended to purchase 

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FCEVs from Hyzon. In subsequent versions of the investor presentation, Hyzon 

continued to falsely disclose it was in “advanced discussions” for 2021 or 2022 

deliveries of vehicles to a “Beverage Company” – an anonymized reference to 

Company-3 – despite having only introductory meetings with Company-3 and its 

affiliates. This statement was still false and misleading because it 

mischaracterized the customer relationship as being in advanced discussions when 

the discussions were preliminary. 

(d) Company-4: In the January 2021 investor presentation version provided to 

potential PIPE investors and the February 9, 2021 version attached to an SEC 

filing, Hyzon stated that it was “finalizing” a $1 million “contract” to deliver two 

FCEVs to Company-4 in 2021. This statement was false and misleading because 

Company-4 never indicated it intended to purchase FCEVs from Hyzon. By June 

2021, a Company-4 transportation provider specifically told Hyzon that it would 

not be moving forward with the project then under discussion. Yet, in April and 

July 2021 versions of the investor presentation, Hyzon stated that it was finalizing 

a contract with a “Leading Retailer” – an anonymized reference to Company-4. 

This statement was still false and misleading because it created the false 

impression that Hyzon was close to entering into a contract with Company-4 

when Company-4’s affiliate had ended discussions by at least June 2021.  

23.    Each version of the investor presentation also included statements about the status 

of Hyzon’s relationships with certain suppliers, including a statement that “key relationships 

have already been formed” with two suppliers of FCEV chassis. These statements were false and 

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misleading because Hyzon and these purported suppliers had not reached the point of negotiating 

any supply relationship. 

24. Knight was responsible for each of the false and misleading statements about 

Hyzon’s purported customer and supplier relationships set forth in the investor presentation. 

Knight provided information about customer and supplier relationships to the individuals who 

drafted the investor presentation. Knight also made edits to, reviewed, and approved the 

misleading statements before their use in the presentation and filing with the SEC.  

25. Knight should have known that the statements about the customer and supplier 

relationships in the investor presentation, described above, were false and misleading. As 

Hyzon’s CEO, Knight’s responsibilities included advancing Hyzon’s customer and supplier 

relationships alongside Hyzon’s sales and operational employees. In addition, in some instances, 

Knight had specific information that contradicted statements made in the investor presentation. 

For example, Knight directly interacted with Company-3, which had not indicated that it 

intended to purchase FCEVs from Hyzon. Knight’s negligence is imputed to Hyzon.  

26. The false and misleading statements about Hyzon’s customer and supplier 

relationships were material to investors, including investors evaluating the SPAC merger and 

PIPE investments, when making investment decisions about Hyzon. The false and misleading 

statements communicated to investors that Hyzon was capable of generating revenue, despite 

lacking significant sales history, because it was purportedly finalizing contract terms with well-

known customers. Additionally, the false and misleading statements communicated that, despite 

lacking significant manufacturing history, Hyzon had established supplier relationships that 

would enable it to manufacture the FCEVs needed to fulfill the orders purportedly being 

finalized.  

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27. Hyzon and Knight obtained money and property by means of the false statements 

about Hyzon’s customer and supplier relationships. Hyzon gained access to the SPAC’s investor 

capital upon completion of the merger, and PIPE investors provided additional capital to Hyzon. 

Knight received company stock, and options to purchase additional stock, as a result of Hyzon’s 

successful completion of the SPAC merger. 

ii. Hyzon and Holthausen Misrepresented the Delivery of Hyzon’s First FCEV.  
 

28. On July 13, 2021, Hyzon issued a press release announcing that it delivered its 

first FCEV to Company-5, a transportation provider for a European dairy company. On the same 

day, Hyzon posted to social media a video of the FCEV operating with the statement that the 

FCEV, a “milk truck,” was powered by hydrogen. Holthausen also posted the press release and 

video about the FCEV to his personal social media. 

29. The July 13, 2021 press release and social media posts about Hyzon’s first FCEV 

delivery were false and misleading because the FCEV purportedly delivered to Company-5, and 

shown in the social media posts, did not run on hydrogen. When Hyzon recorded the video of the 

FCEV milk truck, it was not connected to an operational hydrogen fuel cell and was powered 

solely by an electric battery that allowed it to travel only a limited distance. Hyzon had not even 

installed a critical component on the FCEV that was required to power the FCEV with a 

hydrogen fuel cell. 

30. Holthausen was a maker of the false and misleading press release and social 

media postings and was ultimately responsible for their accuracy. Holthausen helped draft the 

July 13, 2021 press release, managed the video recording of the FCEV with the Hyzon Europe 

team he supervised, and posted the video on his personal social media.  

31. Holthausen knew, or was reckless in not knowing, and should have known that 

the July 13, 2021 press release and social media postings were false and misleading because the 

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FCEV milk truck did not run on hydrogen at the time of the video recording and the press 

release. Holthausen’s scienter is imputed to Hyzon.   

32. Holthausen also misled Hyzon’s other executives about the operational status of 

the FCEV. For example, on September 16, 2021, a Hyzon executive asked Holthausen about 

rumors that the FCEV milk truck did not run on hydrogen. Holthausen denied the rumors. 

33.  The July 13, 2021 press release and social media postings about the FCEV milk 

truck were material to investors, including the SPAC’s shareholders who voted whether to 

approve the Hyzon merger two days after the press release was issued. These statements were 

important because, among other reasons, Hyzon had not previously delivered any FCEVs to a 

customer.  

34. Hyzon and Holthausen obtained money and property by means of the false 

statements in the July 13, 2021 press release and the social media posts about the first FCEV 

delivery. Hyzon gained access to the SPAC’s investor capital upon completion of the merger, 

and PIPE investors provided additional capital to Hyzon through the private offering of 

securities. Holthausen received Hyzon stock, and options to purchase additional stock, as a result 

of Hyzon’s successful completion of the SPAC merger. 

B. Additional Fraud by Hyzon and Holthausen After the July 2021 Merger with the 
SPAC. 

35. After the merger, on July 19, 2021, Hyzon’s stock began trading on NASDAQ. 

Hyzon’s stock price declined in the weeks after the listing. Hyzon’s management thereafter 

focused on the delivery of vehicles to prove Hyzon’s operational ability and maintain its stock 

price. 

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36. Prior to the merger, Hyzon publicly forecast in SEC filings and elsewhere that it 

would deliver 85 FCEVs before the end of 2021. After the merger, Hyzon publicly reaffirmed 

this forecast.  

37. Initially, Hyzon management focused on meeting the forecast by selling vehicles 

to European customers through Hyzon Europe. However, by the fourth quarter of 2021, Hyzon 

determined it could not meet the forecast through Hyzon Europe. As a result, Hyzon’s 

management shifted its focus to selling vehicles to Chinese customers through Hyzon China.  

38. At the end of 2021, in SEC filings and other public statements, Hyzon falsely 

reported that it sold 87 FCEVs during the year, five in Europe and 82 in China, when it had not 

sold any vehicles that year.  

i. Hyzon and Holthausen Falsely Claimed Hyzon Sold Five FCEVs in Europe, 
Even Though Hyzon Did Not Own the FCEVs it Purportedly Sold.  

 
39. Hyzon reported in its financial statements for the third quarter and year-end 2021, 

which Hyzon filed with the SEC on November 15, 2021 and March 30, 2022, respectively, that it 

sold five FCEVs to European customers through Hyzon Europe in the third and fourth quarters 

of 2021. Specifically, Hyzon reported in its third quarter 2021 income statement and 

accompanying footnotes that it recorded approximately $1 million in revenue from Hyzon 

Europe’s sales of FCEVs during the quarter. Additionally, Hyzon reported in its year-end 2021 

income statement and accompanying footnotes that it recorded approximately $2.2 million in 

revenue from Hyzon Europe’s sales of FCEVs during the year. Hyzon also reported the revenue 

attributable to the Hyzon Europe sales in press releases attached as exhibits to current reports 

filed with the SEC on November 12, 2021 and March 23, 2022.       

40. These statements were false and misleading because Hyzon Europe did not own 

the five FCEVs it claimed to have sold. Instead, these vehicles were owned by Hyzon Europe’s 

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customers. Hyzon filed restated financial statements with the SEC on March 14, 2023, and 

reversed revenue recognition on the five FCEV sales in 2021 to European customers. 

41. Prior to the formation of Hyzon Europe, HCT contracted with intermediaries for 

customers in Europe to retrofit five vehicles, which were owned by the customers, with hydrogen 

fuel cell technology. HCT transferred the retrofit projects to Hyzon Europe prior to Hyzon’s July 

2021 merger with the SPAC. Even though neither HCT nor Hyzon Europe owned the vehicles, 

Hyzon Europe reported to Hyzon that it sold the five vehicles during the third and fourth quarters 

of 2021 for the purpose of including these purported sales in Hyzon’s financial statements filed 

with the SEC and other public announcements. Hyzon Europe reported the purported sales to 

Hyzon with Holthausen’s knowledge and approval. Holthausen had ultimate authority for these 

statements in Hyzon’s financial statements.  

42. Holthausen knew, or was reckless in not knowing, and should have known that 

Hyzon’s public statements reflecting the sale of five FCEVs in Europe, including its third quarter 

and year-end 2021 financial statements, were false and misleading because he knew that HCT, 

Hyzon Europe, and Hyzon never owned the vehicles Hyzon Europe purportedly sold. 

Holthausen’s scienter is imputed to Hyzon.   

43. In addition, Hyzon should have known that its statements reflecting the sale of 

five FCEVs in Europe were false and misleading based on the operation of its internal controls. 

However, Hyzon failed to implement effective internal controls necessary to ensure that Hyzon 

Europe owned the FCEVs it purported to sell. Hyzon Europe did not employ accounting 

personnel with knowledge of United States accounting and financial reporting standards. 

Hyzon’s accounting and finance employees in the United States lacked sufficient visibility into 

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the operations and processes related to the sales of products and services at Hyzon Europe to 

ensure revenue was recognized in conformance with standards in the United States. 

44. Hyzon’s recognition of five FCEV sales in 2021 to European customers through 

Hyzon Europe was material to investors. These purported sales represented Hyzon’s first 

completed sales of FCEVs and caused Hyzon to overstate its revenue by approximately 91% in 

the third quarter of 2021 and 35% for the full year 2021.  

ii. Hyzon Falsely Claimed It Sold 82 FCEVs in China in 2021.  
 

45. Hyzon reported in its financial statements for year-end 2021, which Hyzon filed 

with the SEC on March 30, 2022, that it sold 82 FCEVs to Chinese customers through Hyzon 

China in the fourth quarter of 2021. Specifically, Hyzon reported in its year-end 2021 income 

statement and accompanying footnotes that it recorded $3.8 million in revenue from Hyzon 

China’s sales during the year. Hyzon also reported revenue attributable to the Hyzon China sales 

in a press release attached as an exhibit to a current report filed with the SEC on March 23, 2022. 

46. These statements were false and misleading. Many of the FCEVs were not 

operational on hydrogen power at the time of delivery and, therefore, Hyzon could not recognize 

these purported sales. A Hyzon China employee arranged to deliver FCEVs shortly before the 

end of 2021 in order to meet Hyzon’s public guidance. However, the customers agreed to return 

the vehicles to Hyzon China’s manufacturer after year-end to complete necessary work on the 

vehicles so that they could run on hydrogen power. 

47. As a result of the misconduct described above, Hyzon misstated its 2021 annual 

financial statements, which Hyzon filed with the SEC on March 30, 2022. Hyzon filed restated 

financial statements with the SEC on March 14, 2023, and reversed revenue recognition on the 

82 FCEV sales in 2021 to Chinese customers.  

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48. Hyzon should have known that its statements reflecting the sale of 82 FCEVs in 

China were false and misleading based on the operation of its internal controls. However, Hyzon 

failed to implement effective internal controls sufficient to provide reasonable assurance that 

Hyzon China completed all steps required to recognize the 82 FCEV sales to Chinese customers 

in 2021.  

49. Hyzon’s parent company, which indirectly retained a majority interest in Hyzon 

after the SPAC merger, oversaw most of Hyzon China’s operations, including the accounting 

and sales functions, pursuant to an agreement with Hyzon China. Hyzon management lacked 

sufficient control of the operations of Hyzon China to ensure that sales to Chinese customers 

were reported in conformance with standards in the United States. 

50. Hyzon’s recognition of 82 FCEV sales in 2021 to Chinese customers through 

Hyzon China was material to investors because it significantly inflated Hyzon’s revenue for 

2021 and allowed it to meet its sales forecasts. Both metrics were important to investors. 

51. Specifically, Hyzon’s improper recognition of the 82 Chinese FCEV sales inflated 

Hyzon’s full-year 2021 revenue by approximately 65%. These misstatements also caused Hyzon 

to understate its first quarter 2022 revenue by approximately $2.5 million – more than 85% – 

because certain sales recognized in 2021 should have been recognized in that quarter. 

52. Additionally, Hyzon would not have achieved its 85-FCEV sales forecast for 

2021 without recognizing the 82 sales to Chinese customers. Achieving the sales forecast was 

important to investors, who valued Hyzon’s ability to deliver a high volume of vehicles as 

forecast. 

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C. Hyzon and Holthausen Employed a Scheme to Defraud, and Engaged in a Course of 
Business Operating as a Fraud, by Claiming Deliveries and Sales of FCEVs to 
European Customers. 

53. Hyzon and Holthausen employed a fraudulent scheme and course of business that 

exaggerated the operations and sales of Hyzon Europe. For example, shortly before and after the 

July 2021 SPAC merger, Hyzon and Holthausen published a deceptive video purporting to show 

its first FCEV milk truck in operation, and also published a press release touting delivery of this 

FCEV. However, as alleged above, Holthausen knew or was reckless in not knowing, and should 

have known, that this vehicle did not run on hydrogen at the time of the video recording and 

press release. Later in 2021, Hyzon falsely reported sales of FCEVs in Europe, when Holthausen 

knew or was reckless in not knowing, and should have known, that Hyzon Europe never owned 

the vehicles it claimed to sell. Holthausen also signed a false document used to support sales 

recognition for the purported sales in Europe. Holthausen’s scienter is imputed to Hyzon. Hyzon 

and Holthausen’s deceptive claims about the milk truck and Hyzon’s purported later sales in 

Europe were in furtherance of a scheme to defraud, and represented a course of business that 

operated as a fraud, upon Hyzon’s investors. In March 2023, Hyzon publicly disclosed the 

misconduct concerning FCEV deliveries and sales by Hyzon Europe. 

D. Hyzon and Knight Engaged in a Course of Business Operating as a Fraud by 
Exaggerating Hyzon’s Customer and Supplier Relationships. 

54. Hyzon and Knight also negligently and misleadingly touted Hyzon’s purported 

relationships with well-known customers and suppliers in Hyzon’s investor presentation, 

creating the false appearance that significant sales transactions were imminent. For example, 

Hyzon and Knight published multiple versions of the investor presentation over several months 

and provided it on Hyzon’s website for more than a year. Knight’s negligence is imputed to 

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Hyzon. This use of the false and misleading investor presentation also represented a course of 

business that operated as a fraud on Hyzon’s investors.  

E. Hyzon’s Stock Price and Value Declined Due to Revelations of Fraud.  

55. When the SPAC announced its proposed merger with Hyzon in February 2021, 

the SPAC’s stock price reached nearly $20 per share on the date of the announcement. The 

transaction valued the combined company at approximately $2.1 billion. Hyzon’s stock price 

dramatically declined following the merger, including during the September 2021 through March 

2023 period in which investors learned about the pre- and post-merger fraud described above. 

Today, Hyzon’s stock trades at just above $1 per share, and its market value is about $300 

million – an approximately 85% decline from the SPAC merger valuation. 

F. Hyzon Made False SEC Filings, and Holthausen Aided and Abetted Hyzon’s 
Misconduct. 

56. Hyzon filed current, quarterly, and annual reports with the SEC that omitted 

material information necessary to make the statements therein not misleading. Hyzon filed its 

third quarter and year-end 2021 financial statements with the SEC on Forms 10-Q and 10-K on 

November 15, 2021 and March 30, 2022, respectively. The financial statements reported revenue 

from purported sales by Hyzon Europe and Hyzon China. However, as a result of the misconduct 

alleged above, Hyzon could not recognize revenue for the reported sales. Additionally, Hyzon 

improperly reported the revenue associated with these sales in press releases attached as exhibits 

to current reports Hyzon filed with the SEC on Forms 8-K on November 12, 2021 and March 23, 

2022.  

57. Hyzon also failed to accurately report revenue in its first quarter 2022 financial 

statements, which it filed with the SEC on Form 10-Q on May 13, 2022. Hyzon failed to include 

revenue from certain Hyzon China sales that Hyzon improperly recognized in 2021. Instead, 

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Hyzon should have recorded this revenue in the first quarter of 2022. Additionally, Hyzon failed 

to report the associated revenue in a press release attached as an exhibit to a current report Hyzon 

filed with the SEC on Form 8-K on May 6, 2022. 

58. The improperly reported revenue was material to investors. When corrected by 

Hyzon as part of a restatement, Hyzon’s third quarter and year-end 2021 revenue declined by 

91% and 100%, respectively. Furthermore, Hyzon’s first quarter 2022 revenue increased by 

more than 85%.       

59. Holthausen knowingly provided substantial assistance to Hyzon’s misconduct 

with respect to the portion of revenue attributable to Hyzon Europe’s falsely reported sales. As 

alleged above, Holthausen knew that Hyzon Europe did not own the FCEVs it purportedly sold 

in 2021. Hyzon Europe reported the purported sales to Hyzon with Holthausen’s knowledge and 

approval. Holthausen had ultimate authority for the false revenue reported by Hyzon with respect 

to these sales. 

G. Hyzon Maintained False Books and Records, and Holthausen Aided and Abetted 
Hyzon’s Misconduct. 

60. Hyzon failed to make and keep books, records, and accounts, which, in reasonable 

detail, accurately and fairly reflected the transactions and dispositions of its assets for the third 

quarter and annual periods of 2021, as well as the first quarter of 2022. In 2021, Hyzon 

improperly recorded in its books and records the purported sales transactions described above. In 

the first quarter of 2022, Hyzon failed to record in its books and records certain of the sales 

transactions that should have been recorded in the first quarter of 2022 but were improperly 

recorded in 2021. 

61. Holthausen knowingly provided substantial assistance to Hyzon’s misconduct 

with respect to the purported Hyzon Europe sales recorded in Hyzon’s books and records in 

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2021. As alleged above, Holthausen knew that Hyzon Europe did not own the FCEVs that 

Hyzon purported to sell in 2021. Hyzon improperly recorded revenue from these sales in its 

books and records with Holthausen’s knowledge and approval.  

H. Hyzon Failed to Maintain Internal Accounting Controls. 

62. Hyzon failed to devise and maintain a system of internal accounting controls 

sufficient to provide reasonable assurances that its sales transactions were recorded as necessary 

to permit the preparation of its financial statements in conformity with generally accepted 

accounting principles. As alleged above, Hyzon did not maintain internal accounting controls to 

ensure that sales by Hyzon Europe and Hyzon China met the criteria for revenue recognition 

under generally accepted accounting principles. 

I. Hyzon Failed to Maintain Disclosure and Financial Reporting Controls. 

63. Hyzon failed to maintain disclosure controls and procedures, as well as internal 

controls over financial reporting. As alleged above, Hyzon improperly disclosed purported sales 

in its current, quarterly, and annual reports filed with the SEC. Hyzon did not have effective 

disclosure controls in place to ensure the accumulation of accurate information or 

communication of that information to management responsible for making such disclosures. 

Hyzon also failed to maintain effective financial reporting controls necessary to ensure the 

accuracy of its financial reports filed with the SEC. In a March 14, 2023 filing with the SEC, 

Hyzon acknowledged that there were material weaknesses in its internal controls over financial 

reporting as of December 31, 2021 and its disclosure controls and procedures were not effective 

as of December 31, 2021.  

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J. Holthausen Falsified Hyzon’s Books, Records, and Accounts Concerning Hyzon 
Europe Sales. 

64. Holthausen falsified, or caused to be falsified, Hyzon’s books, records, and 

accounts concerning the five purported FCEV sales made by Hyzon Europe in 2021. As alleged 

above, Holthausen knew that Hyzon Europe did not own the FCEVs. Hyzon improperly recorded 

the sales in its accounts and other records with Holthausen’s knowledge and approval. 

Additionally, Holthausen signed the Vehicle Purchase Agreement that purported to transfer the 

five vehicles from HCT to Hyzon Europe. Holthausen knew that HCT did not own the vehicles it 

purported to transfer to Hyzon Europe when he signed the Vehicle Purchase Agreement. 

K. Hyzon and Knight Violated Shareholder Proxy Requirements by Failing to Disclose 
Knight’s Improper Stock Pledge.  

65. On April 27, 2022, Hyzon filed a proxy statement with the SEC, which it used to 

solicit shareholder proxies in advance of its annual shareholder meeting. Knight participated in 

the proxy solicitation, including through his introduction letter to shareholders at the beginning 

of the proxy statement. The proxy statement omitted reference to an improper pledge of Hyzon 

stock by Knight. Hyzon was required to disclose Knight’s stock pledge pursuant to Item 403(b) 

of Regulation S-K [17 C.F.R. § 229.403(b)]. 

66. Knight had pledged 226,415 shares of his Hyzon stock to secure a $1.5 million 

loan he obtained from Company-6, a Singapore-based entity run by Knight’s friend, on 

November 18, 2021. Knight used the loan proceeds to purchase an additional 166,000 shares of 

Hyzon stock on the open market on November 22, 2021. Knight purchased the additional stock 

in an unsuccessful attempt to inflate Hyzon’s stock price, which had been in decline since the 

September 2021 publication of a short-seller report that challenged various claims by Hyzon. 

67.  The November 18, 2021 loan agreement with Company-6 did not reference the 

stock pledge and, at Knight’s request, the pledge was not registered with a brokerage or other 

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third-party. Instead, Knight and Company-6 documented the pledge in a separate agreement that 

Knight signed on December 8, 2021. Knight did not share the separate pledge agreement with 

Hyzon. Then, in March 2022, Knight failed to disclose pledging any Hyzon stock in response to 

a written questionnaire distributed to Hyzon’s directors and officers in advance of the April 27, 

2022 proxy statement filing. Because Knight hid the stock pledge, Hyzon did not disclose it as 

required.  

68. Knight hid the stock pledge from Hyzon because he knew, or reasonably should 

have known, that the stock pledge violated a February 8, 2021 lock-up agreement he entered into 

with Hyzon that prohibited him from pledging his shares. Knight also knew, or reasonably 

should have known, that Hyzon was required to disclose the pledge to investors pursuant to SEC 

rules. Required disclosures are material to investors. 

FIRST CLAIM FOR RELIEF 

Fraud 
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder  

(Against Hyzon and Holthausen) 
 

69. Paragraphs 1 through 68 are re-alleged and incorporated by reference. 

70. By engaging in the conduct described above, Hyzon and Holthausen, singly or in 

concert with others, knowingly or recklessly, in connection with the purchase or sale of 

securities, directly or indirectly, by use of the means or instrumentalities of interstate commerce, 

or the mails, or the facilities of a national securities exchange: 

(a) employed devices, schemes or artifices to defraud;  

(b) made untrue statements of material facts or omitted to state material facts 

necessary in order to make the statements made, in light of the circumstances 

under which they were made, not misleading; and 

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(c) engaged in acts, practices, or courses of business which operated or would operate 

as a fraud or deceit upon any person in connection with the purchase or sale of 

any security.   

71. By reason of the foregoing, Hyzon and Holthausen, directly and indirectly, violated 

and unless enjoined will again violate, Exchange Act Section 10(b) [15 U.S.C § 78j(b)] and Rule 

10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

SECOND CLAIM FOR RELIEF 

Fraud 
Violations of Securities Act Section 17(a)(1) 

(Against Hyzon and Holthausen) 
 

72. Paragraphs 1 through 68 are re-alleged and incorporated by reference. 

73. By engaging in the conduct described above, Hyzon and Holthausen, singly or in 

concert with others, in connection with the purchase or sale of securities, by use of a means or 

instrumentality of interstate commerce, or of the mails, knowingly or recklessly employed a 

device, scheme, or artifice to defraud. 

74. By reason of the foregoing, Hyzon and Holthausen, directly or indirectly, violated, 

and unless enjoined will again violate, Securities Act Section 17(a)(1) [15 U.S.C. § 77q(a)(1)]. 

THIRD CLAIM FOR RELIEF 

Fraud 
Violations of Securities Act Sections 17(a)(2) and 17(a)(3) 

(Against All Defendants) 
 

75. Paragraphs 1 through 68 are re-alleged and incorporated by reference. 

76. By engaging in the conduct described above, Defendants, singly or in concert with 

others, in connection with the purchase or sale of securities, by use of a means or instrumentality 

of interstate commerce, or of the mails: 

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(a) knowingly, recklessly, or negligently obtained money or property by means of 

untrue statements of material facts, or omissions of material facts necessary in 

order to make the statements made, in light of the circumstances under which they 

were made, not misleading; and 

(b) knowingly, recklessly, or negligently engaged in a transaction, practice or course 

of business which operated or would operate as a fraud or deceit upon the 

purchaser.  

77. By reason of the foregoing, Defendants, directly or indirectly, violated, and unless 

enjoined will again violate, Securities Act Sections 17(a)(2) and 17(a)(3) [15 U.S.C. §§ 

77q(a)(2), 77q(a)(3)]. 

FOURTH CLAIM FOR RELIEF 

False SEC Filings 
Violations of Exchange Act Section 13(a) and 

Rules 12b-20, 13a-1, 13a-11, and 13a-13 Thereunder 
(Against Hyzon as a Primary Violator; Aiding and Abetting as to Holthausen) 

 
78. Paragraphs 1 through 68 are re-alleged and incorporated by reference. 

79. By engaging in the conduct described above, Hyzon failed to file or filed current, 

quarterly, and annual reports with the SEC which failed to include material information 

necessary to make the required statements, in light of the circumstances under which they were 

made, not misleading. 

80. Holthausen knowingly provided substantial assistance in violation of Exchange Act 

Section 20(e) [15 U.S.C. § 78t(e)] to Hyzon’s violations of Exchange Act Section 13(a) and 

Rules 12b-20, 13a-1, 13a-11, and 13a-13 [17 C.F.R. §§ 240.12b-20, 240.13a-1, 140.13a-11, 

240.13a-13]. 

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81. By reason of the foregoing, Hyzon violated, and Holthausen aided and abetted 

Hyzon’s violations, and unless enjoined Hyzon will again violate and Holthausen will aid and 

abet violations of, Exchange Act Section 13(a) [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1, 

13a-11, and 13a-13 [17 C.F.R. §§ 240.12b-20, 240.13a-1, 140.13a-11, 240.13a-13]. 

FIFTH CLAIM FOR RELIEF 

False Books and Records 
Violations of Exchange Act Section 13(b)(2)(A) 

 (Against Hyzon as a Primary Violator; Aiding and Abetting as to Holthausen) 
 

82. Paragraphs 1 through 68 are re-alleged and incorporated by reference. 

83. By engaging in the conduct described above, Hyzon failed to make and keep books, 

records, and accounts, which, in reasonable detail, accurately and fairly reflected the transactions 

and dispositions of the assets of the issuer. 

84. Holthausen knowingly provided substantial assistance in violation of Exchange Act 

Section 20(e) [15 U.S.C. § 78t(e)] to Hyzon’s violations of Exchange Act Section 13(b)(2)(A) 

[15 U.S.C. § 78m(b)(2)(A)]. 

85. By reason of the foregoing, Hyzon violated, and Holthausen aided and abetted 

Hyzon’s violations, and unless enjoined Hyzon will again violate and Holthausen will aid and 

abet violations of, Exchange Act Section 13(b)(2)(A) [15 U.S.C. § 78m(b)(2)(A)]. 

SIXTH CLAIM FOR RELIEF 

Internal Accounting Controls 
Violations of Exchange Act Section 13(b)(2)(B) 

 (Against Hyzon) 
 

86. Paragraphs 1 through 68 are re-alleged and incorporated by reference. 

87. By engaging in the conduct described above, Hyzon failed to devise and maintain a 

system of internal accounting controls sufficient to provide reasonable assurances that:  

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(a) transactions were executed in accordance with management’s general or specific 

authorization; 

(b) transactions were recorded as necessary to permit preparation of financial 

statements in conformity with generally accepted accounting principles or any 

other criteria applicable to such statements, and maintain accountability for assets; 

(c) access to assets was permitted only in accordance with management’s general or 

specific authorization; and 

(d) the recorded accountability for assets was compared with the existing assets at 

reasonable intervals and appropriate action is taken with respect to any 

differences. 

88. By reason of the foregoing, Hyzon violated and unless enjoined will again violate, 

Exchange Act Section 13(b)(2)(B) [15 U.S.C. § 78m(b)(2)(B)]. 

SEVENTH CLAIM FOR RELIEF 

Disclosure and Reporting Controls 
Violations of Exchange Act Rule 13a-15(a) 

 (Against Hyzon) 
 

89. Paragraphs 1 through 68 are re-alleged and incorporated by reference. 

90. By engaging in the conduct described above, Hyzon failed to maintain disclosure 

controls and procedures and internal controls over financial reporting. 

91. By reason of the foregoing, Hyzon violated, and unless enjoined will again violate, 

Exchange Act Rule13a-15(a) [17 C.F.R. § 240.13a-15(a)]. 

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EIGHTH CLAIM FOR RELIEF 

Falsified Books, Records, or Accounts 
Violations of Exchange Act Section 13(b)(5) 

 (Against Holthausen) 
 

92. Paragraphs 1 through 68 are re-alleged and incorporated by reference. 

93. By engaging in the conduct described above, Holthausen:  

(a) knowingly circumvented or knowingly failed to implement a system of internal 

accounting controls; and 

(b) knowingly falsified, or caused to be falsified, Hyzon’s books, records, or 

accounts. 

94. By reason of the foregoing, Holthausen violated, and unless enjoined will again 

violate, Exchange Act Section 13(b)(5) [15 U.S.C. § 78m(b)(5)]. 

NINTH CLAIM FOR RELIEF 

Proxy Disclosures 
Violations of Exchange Act Section 14(a) and Rule 14a-9 Thereunder 

 (Against Hyzon and Knight) 
 

95. Paragraphs 1 through 68 are re-alleged and incorporated by reference. 

96. By engaging in the conduct described above, Hyzon and Knight, by use of the mails, 

or the means or instrumentalities of interstate commerce or any facility of a national securities 

exchange, solicited proxies without furnishing each person solicited a proxy statement containing 

the information specified by the proxy rules, and used proxy statements containing statements 

which, at the time and in light of the circumstances under which they are made, were false or 

misleading with respect to a material fact, or omitted to state material facts necessary to make the 

statement therein not misleading or necessary to correct any statement in any earlier 

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communication with respect to the solicitation of a proxy for the same meeting or subject matter 

which has become false or misleading. 

97. By reason of the foregoing, Hyzon and Knight violated, and unless enjoined will 

again violate, Exchange Act Section 14(a) [15 U.S.C. § 78n(a)] and Rule 14a-9 thereunder [17 

C.F.R. § 240.14a-9]. 

PRAYER FOR RELIEF 

 WHEREFORE, the SEC respectfully requests that this Court: 

I. 

 Find that the Defendants committed the violations alleged in this Complaint; 

II. 

 Enter an injunction, in a form consistent with Rule 65 of the Federal Rules of Civil 

Procedure, permanently restraining each of the Defendants from violating, directly or indirectly, 

the laws and rules they are alleged to have violated in this Complaint; 

III. 

 Pursuant to Securities Act Section 20(d) [15 U.S.C. § 77t(e)] and Exchange Act Section 

21(d)(3) [15 U.S.C. § 78u(d)(3)], order Defendants to pay civil money penalties; 

 IV. 

 Pursuant to the Court’s inherent equitable authority and Exchange Act Section 21(d)(5) 

[15 U.S.C. § 78u(d)(5)], bar Knight from acting as an officer or director of any issuer that has a 

class of securities registered pursuant to Exchange Act Section 12 [15 U.S.C. § 78l] or that is 

required to file reports pursuant to Exchange Act Section 15(d) [15 U.S.C. § 78o(d)]; 

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V. 

Pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 

21(d)(2) [15 U.S.C. § 78u(d)(2)], bar Holthausen from acting as an officer or director of any 

issuer that has a class of securities registered pursuant to Exchange Act Section 12 [15 U.S.C. § 

78l] or that is required to file reports pursuant to Exchange Act Section 15(d) [15 U.S.C. § 

78o(d)]; and 

VI. 

 Grant such other and further relief as this Court may deem just, equitable, or necessary in 

connection with the enforcement of the federal securities laws and for the protection of investors. 

DEMAND FOR JURY TRIAL 

 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the SEC demands trial by jury 

in this action of all issues so triable. 

 
Dated:  September 26, 2023 

Respectfully submitted, 
 
s/ Sharan E. Lieberman 
__________________________ 
Sharan E. Lieberman 
Attorney for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
1961 Stout Street, Suite 1700 
Denver, Colorado 80294 
(303) 844-1000 

 [email protected] 

Case 6:23-cv-06553   Document 1   Filed 09/26/23   Page 29 of 29


	SUMMARY
	JURISDICTION AND VENUE
	DEFENDANTS
	OTHER RELEVANT ENTITIES
	FACTS
	A. Defendants’ Fraud Before the July 2021 Merger with the SPAC.
	i. Hyzon and Knight Misrepresented Hyzon’s Relationships with Customers and Suppliers.
	ii. Hyzon and Holthausen Misrepresented the Delivery of Hyzon’s First FCEV.

	B. Additional Fraud by Hyzon and Holthausen After the July 2021 Merger with the SPAC.
	i. Hyzon and Holthausen Falsely Claimed Hyzon Sold Five FCEVs in Europe, Even Though Hyzon Did Not Own the FCEVs it Purportedly Sold.
	ii. Hyzon Falsely Claimed It Sold 82 FCEVs in China in 2021.

	C. Hyzon and Holthausen Employed a Scheme to Defraud, and Engaged in a Course of Business Operating as a Fraud, by Claiming Deliveries and Sales of FCEVs to European Customers.
	D. Hyzon and Knight Engaged in a Course of Business Operating as a Fraud by Exaggerating Hyzon’s Customer and Supplier Relationships.
	E. Hyzon’s Stock Price and Value Declined Due to Revelations of Fraud.
	F. Hyzon Made False SEC Filings, and Holthausen Aided and Abetted Hyzon’s Misconduct.
	G. Hyzon Maintained False Books and Records, and Holthausen Aided and Abetted Hyzon’s Misconduct.
	H. Hyzon Failed to Maintain Internal Accounting Controls.
	I. Hyzon Failed to Maintain Disclosure and Financial Reporting Controls.
	J. Holthausen Falsified Hyzon’s Books, Records, and Accounts Concerning Hyzon Europe Sales.
	K. Hyzon and Knight Violated Shareholder Proxy Requirements by Failing to Disclose Knight’s Improper Stock Pledge.