Hyzon SPAC Presentation Deck
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APPENDIX
Risk Factors (cont.)
Relationship to Horizon; Intellectual Property
There is no assurance that customers will embrace our product in significant numbers or that we will be able to identify potential new customers.
Overall changes in consumer demand could have an adverse effect on our profitability and a mass market for our products may never develop or may take longer to develop than we anticipate.
We may face legal challenges in one or more jurisdictions in our attempts to sell directly to customers that could adversely affect our costs.
We are the U.S. subsidiary of Singapore incorporated Hymas Pte Ltd, which is majority but indirectly controlled by Horizon Fuel Cell Technologies Pte Ltd ("Horizon"). The Company was formed primarily to
commercialize Horizon's industry-leading fuel cell technology for the manufacture and commercialization of certain vehicles for the transportation sector. Horizon has control over our voting stock, including
the election of directors, and has a significant understanding of our business and may be uniquely positioned to compete against us. Certain customers of our existing deployed technology will continue to be
customers of both the Company and Horizon, and certain future customers could terminate their relationships with us and/or become customers of Horizon. Although we have endeavored to enter into
agreements on market terms, our agreements with Horizon and its affiliates may not reflect terms that would have resulted from arm's-length negotiations with unaffiliated third parties.
Certain members of management, directors and shareholders will hold stock in both the combined company and Horizon and its affiliates and the Executive Chairman of the board of the combined company
will also serve as the Chairman of the board of Horizon, and as a result may face actual or potential conflicts of interest.
Horizon's subsidiaries will continue to be our majority shareholder immediately following the proposed transaction. We own certain pre-existing intellectual property jointly with Horizon's subsidiaries, and
such intellectual property is subject to exclusive licenses between us and Horizon's subsidiaries. Such intellectual property may be more difficult to enforce, including if Horizon's subsidiaries refuse to join in
our enforcement actions, or if our arrangements with Horizon's subsidiaries are considered unenforceable by courts or other government bodies. If such arrangements are considered unenforceable or
otherwise impermissible, we may also be subject to fines, liability or other sanctions by courts or other government bodies.
We may be unable to protect, defend, maintain or enforce intellectual property on which our business depends, including as against existing or future competitors. Failure to protect defend, maintain and
enforce that intellectual property could result in our competitors offering similar products, potentially adversely affecting our growth and success.
The provisional and non-provisional patent applications that we own may not issue as patents, which may hinder our ability to prevent competitors from selling products similar to ours.
We may be subject to third-party claims of infringement, misappropriation or other violation of intellectual property rights, or other claims challenging our agreements related to intellectual property, which
may be time-consuming and costly to defend, and could result in substantial liability.
Business and Operating Risks; Projections
Nonbinding pre-orders, signed memorandums of understanding or heads of terms in our sales pipeline may not be converted into binding orders or sales, and customers may cancel or delay that pipeline.
The implementation of our business plan and strategy will require additional capital. If we are unable to achieve sufficient sales to generate that capital or otherwise raise capital, it may create substantial
doubt about our ability to pursue our business objectives and achieve profitability or to continue as a going concern. If adequate capital is not available to us, including due to the cost and availability of
funding in the capital markets, our business, operating results and financial condition may be harmed.
There is no assurance that we will be able to execute on our business model, including market acceptance of our planned products or identify potential new customers.
Our future growth is dependent upon the competition, pace and depth of hydrogen vehicle adoption generally and the willingness of potential customers, including operators of commercial vehicle fleets, to
adopt hydrogen fuel cell technology and upon our ability to produce, sell and service vehicles that meet their needs. If the market for commercial hydrogen vehicles does not develop as we expect, or if it
develops slower than we expect, or if there is inadequate access to refueling stations, our business, prospects, financial condition and operating results could be adversely affected.
Our projections are subject to significant risks, assumptions, estimates and uncertainties. As a result, our projected revenues, market share, expenses and profitability may differ materially from our
expectations.
Incorrect estimates or assumptions by management in connection with the preparation of our consolidated financial statements could adversely affect our reported assets, liabilities, income, revenue or
expenses.
We expect to derive significant revenue from contracts awarded through competitive bidding processes involving substantial costs and risks. Due to this competitive pressure, we may be unable to realize
revenue and achieve profitability.
We may not be able to accurately estimate the supply and demand for our vehicles, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue. If we fail to
accurately predict our manufacturing requirements, we could incur additional costs or experience delays.
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