Decarbonization Plus Acquisition Corp

This is a wind-down vote: an assignment for the benefit of creditors followed by dissolution, so creditors are paid before any distribution reaches the 7.76 million Class A shares. Expecting total assets above $10.0 million triggers the statutory notice requirements but says nothing about residual value to equity after liabilities. The DCRB trust was released at the de-SPAC years earlier, so holders have no floor and face a claims process rather than a price.

A company that has already issued 2,085,047 shares through an at-the-market program and is now asking to raise the 20,000,000 authorization is funding itself by selling stock into the market, which caps any recovery for DCRB-legacy holders. The authorized-share request is the tell that the ATM is close to exhausted. Two senior finance and operating departures in the same year add execution risk on top of the dilution.

A 1:20 to 1:50 range against 249,020,103 shares would leave between roughly 5 million and 12.5 million shares, so the board is asking for authority to reset the capital structure entirely, and the warrant proposal then permits issuance above the 19.99% ceiling into that smaller base. Board turnover preceded the ask: Ms. Brown did not stand for re-election at the August 23, 2023 annual meeting and forfeited her unvested equity, and Mr. Gu resigned effective August 2023, forfeiting unvested options.

The headroom is nearly gone: 247,298,133 outstanding plus 101,276,798 reserved is 348,575,000 of the 400,000,000 authorized, leaving about 51 million shares — not enough to support the warrant exercises and reverse-split mechanics the company put to holders weeks later at its August annual meeting. This special meeting is the enabling step for that sequence. Mr. Griffin resigned as President, North America effective April 19, 2024.

The Nasdaq proposal is where the dilution is stated: 202,285,035 shares of Class A Common Stock issued or reserved in respect of options, restricted stock units and warrants exchanged for Hyzon's, 35,500,000 shares sold in a private offering to certain investors, and up to 5,025,108 Conversion Shares. The Authorized Share Charter Proposal raises authorised Class A Common Stock from 250,000,000 to 400,000,000 shares and preferred stock from 1,000,000 to 10,000,000, which is what makes that issuance possible in the first place.

The Nasdaq proposal quantifies the whole issuance a holder is being diluted by: 201,877,651 Class A shares issued or reserved, including for options exchanged for pre-merger Hyzon options, plus 35,500,000 shares sold in a private offering and 5,000,000 Korea Zinc Conversion Shares. The transaction value of $2,072,036,810 is built from 181,517,646 rollover shares, 20,360,005 option and restricted stock unit shares, 5,000,000 convertible note shares and 326,030 Ardour Warrant shares. Authorised Class A stock rises from 250,000,000 to 400,000,000 and preferred from 1,000,000 to 10,000,000.