Kehoe Law Firm, P.C. is investigating whether certain directors and officers of Decarbonization Plus Acquisition Corporation (“DCRB” or “Decarbonization Plus”) breached their fiduciary duties to DCRB’s shareholders.
The investigation concerns whether the board of directors or senior management of DCRB, now known as Hyzon Motors Inc. (“Hyzon Motors”) (NASDAQ: HYZN), failed to manage Decarbonization Plus in an acceptable manner, in breach of their fiduciary duties to DCRB’s shareholders, and whether DCRB’s shareholders suffered damages as a result.
On July 15, 2021, DCRB shareholders of record as of June 1, 2021 approved a merger between DCRB and Hyzon Motors. On September 28, 2021, Blue Orca Capital issued a report critical of Hyzon Motors and its business prospects.
On January 12, 2022, Hyzon Motors announced that it had received a subpoena from the Securities and Exchange Commission for information, including information related to the allegations made in the Blue Orca Capital report.
The Blue Orca Capital (“Blue Orca”) report stated, among other things, that Blue Orca believes that “Hyzon’s supposed major customers are a fake-looking Chinese shell company incorporated three days before the deal announcement and a tiny New Zealand startup which told [Blue Orca] they are not really a customer.”
Blue Orca also reported that “Hyzon is just a repackaging of a flailing Chinese parent company which has been trying to sell the same hydrogen fuel cells without much success for 17 years. The parent entity was delisted from the Chinese OTC exchange in early 2021 at an enterprise value of sub $200 million. Hyzon is just a worse version of this same business in SPAC form, yet trades at 10x the valuation.”
Further, Blue Orca stated that “[n]otably for a zero revenue SPAC banking on the future value of its technology to save its business, two of Hyzon’s chief technology officers have resigned in the past 15 months. The Company is only 20 months old (emphasis in original). Ultimately, [Blue Orca] think[s] Hyzon’s parent has taken advantage of the general suspension of disbelief in financial markets to enrich insiders by repackaging an old technology in a fig leaf of misleading deal announcements and illusory customer contracts.”