UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.WASHINGTON, DC 20549


FORM 10-Q

(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020March 31, 2021

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File No. 001-38615Number: 001-38742


AMCI Acquisition Corp.
(Exact name of registrant as specified in its charter)

Advent Technologies Holdings, Inc.
(Exact name of registrant as specified in its charter)


Delaware 83-0982969
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)Number)


1501 Ligonier
200 Clarendon Street Suite 370, Latrobe, PA  15650
Boston, Massachusetts
02116
(Address of Principal Executive Offices, including zipprincipal executive offices)(Zip code)


(857) 264-7035
(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:

(724) 672-4319Title of each classTrading Symbol(s)Name of each exchange on which registered
(Registrant’s telephone number, including area code)Common Stock, par value $0.0001 per shareADNThe Nasdaq Global Market
WarrantsADNWWThe Nasdaq Global Market


(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


☐ Large accelerated filer
☒☐
Accelerated filer
☐
☐Non-accelerated filer
☒
Smaller reporting company
☒
  
☒Emerging growth company
☒


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):.    Yes  ☒☐    No  ☐☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)
Name of each exchange on which
registered
Units, each consisting of one share of Class A Common Stock and one Redeemable WarrantAMCIUThe NASDAQ Stock Market LLC
Common Stock, par value $0.0001 per shareAMCIThe NASDAQ Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock at $11.50 per shareAMCIWThe NASDAQ Stock Market LLC

As of November 12, 2020, there were 9,061,136May 18, 2021, the registrant had 46,128,745 shares of Class A common stock, par value $0.0001 and 5,513,019 shares of Class B common stock, $0.0001 par value, of the Companyper share, issued and outstanding.


AMCI ACQUISITION CORP.FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements, which reflect our current views with respect to, among other things, our operations and financial performance. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “could,” “target,” “predict,” “seek” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short- and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those referenced in the section titled “Risk Factors,” which could cause actual results to differ materially. Moreover, we operate in a very competitive and rapidly changing environment and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in or implied by any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

TABLE OF CONTENTSSome of the key factors that could cause actual results to differ include:

our ability to maintain the listing of our shares of common stock and warrants on Nasdaq;
our ability to raise financing in the future;
our success in retaining or recruiting officers, key employees or directors;
factors relating to our business, operations and financial performance, including:

Page
PART I – FINANCIAL INFORMATION
Item 1.Financial Statements:
o1
Condensed Statements of Operations forour ability to control the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)costs associated with our operations;
2
Condensed Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited)
3
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019 (Unaudited)
4
Notes to Condensed Financial Statements (Unaudited)
5
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
16
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
21
Item 4.
Control and Procedures
21
PART II – OTHER INFORMATION
Item 1.
Legal Proceedings
22
Item 1A.
Risk Factors
22
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
22
Item 3.
Defaults Upon Senior Securities
23
Item 4.
Mine Safety Disclosures
23
Item 5.
Other Information
23
Item 6.
Exhibits
23
SIGNATURES
24


o
our ability to grow and manage growth profitably;

o
our reliance on complex machinery for our operations and production;

o
the market’s willingness to adopt our technology;

o
our ability to maintain relationships with customers;

o
the potential impact of product recalls;

o
our ability to compete within our industry;

o
our ability to retain key employees;

o
increases in costs, disruption of supply or shortage of raw materials;

o
risks associated with strategic alliances or acquisitions;

o
the impact of unfavorable changes in U.S. and international regulations;

othe availability of and our ability to meet the terms and conditions for government grants and economic incentives; and

o
our ability to protect our intellectual property rights;
market conditions and global and economic factors beyond our control, including the potential adverse effects of the ongoing global coronavirus (COVID-19) pandemic on capital markets, general economic conditions, unemployment and our liquidity, operations and personnel;
volatility of our stock price and potential share dilution; and
future exchange and interest rates.

i
Table of Contents

PART I - FINANCIAL INFORMATION

Item 1.          Financial Statements.

AMCI ACQUISITION CORP.
CONDENSED BALANCE SHEETS

 
September 30,
2020
  
December 31,
2019
 
  (Unaudited)    
ASSETS      
Current Assets      
Cash $109,940  $520,422 
Prepaid expenses and other current assets  25,722   57,109 
Total Currents Assets  135,662   577,531 
         
Cash and cash equivalents held in Trust Account  153,781,268   225,433,349 
Total Assets $153,916,930  $226,010,880 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current Liabilities        
Accounts payable $57,810  $25,496 
Accrued expenses  10,903   25,000 
Franchise tax payable  30,050   200,050 
Income tax payable  18,225   1,033,660 
Promissory note  2,330,304   0 
Total Current Liabilities  2,447,292   1,284,206 
         
Deferred underwriting fees  7,718,227   7,718,227 
Total Liabilities  10,165,519   9,002,433 
         
Commitments      
         
Common stock subject to possible redemption, 13,471,011 and 20,846,454 shares at redemption value at September 30, 2020 and December 31, 2019, respectively  138,751,410   212,008,440 
         
Stockholders’ Equity        
Preferred stock, $0.0001 par value; 1,000,000 authorized; NaN issued and outstanding  0   0 
Class A Common stock, $0.0001 par value; 100,000,000 shares authorized; 1,454,178 and 1,205,623 issued and outstanding (excluding 13,471,011 and 20,846,454 shares subject to possible redemption at September 30, 2020 and December 31, 2019, respectively)  146   121 
Class B Common stock, $0.0001 par value; 10,000,000 shares authorized; 5,513,019 shares issued and outstanding at September 30, 2020 and December 31, 2019  551   551 
Additional paid-in capital  2,490,372   1,818,808 
Retained earnings  2,508,932   3,180,527 
Total Stockholders’ Equity  5,000,001   5,000,007 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $153,916,930  $226,010,880 

The accompanying notesforward-looking statements included in this Quarterly Report on Form 10-Q are an integral partmade only as of the date of this report. You should not rely upon forward-looking statements as predictions of future events. We cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or reflect interim developments.

ii
EXPLANATORY NOTE
This Quarterly Report on Form 10-Q contains our unaudited condensed consolidated financial statements.statements for the three-month period ended March 31, 2021.
1
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AMCI ACQUISITION CORP.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

 
For the Three
Months Ended
September 30, 2020
  
For the Nine
Months Ended
September 30, 2020
  
For the Three
Months Ended
September 30, 2019
  
For the Nine
Months Ended
September 30, 2019
 
Operating expenses            
Operating costs $414,612  $924,742  $114,179  $351,396 
Franchise tax expense  50,000   158,794   50,000   207,540 
Loss from operations  (464,612)  (1,083,536)  (164,179)  (558,936)
                 
Other Income – dividends and interest  39,434   832,809   1,179,253   3,710,334 
(Loss) income before provision for income tax  (425,178)  (250,727)  1,015,074   3,151,398 
Provision for income tax  192,727   420,868   199,916   703,055 
Net (loss) income $(617,905) $(671,595) $815,158  $2,448,343 
                 
Weighted average number of common shares outstanding, basic and diluted (1)
  6,816,278   6,753,460   6,699,373   6,695,791 
Basic and diluted net loss per share (2)
 $(0.09) $(0.13) $(0.01) $(0.04)

(1)Excludes an aggregate of 13,471,011 and 20,866,262 shares subject to possible redemption as of September 30, 2020 and 2019, respectively.

(2)Excludes income of $0, $228,483, $879,363, and $2,703,586 attributable to common stock subject to possible redemption for the Three and Nine Months Ended September 30, 2020 and 2019, respectively (see Note 2).

The accompanying notes are an integral part of these unaudited condensed financial statements.
2
Table of Contents

AMCI ACQUISITION CORP.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019
(Unaudited)

 
Shares of Class A
Common Stock
  
Shares of Class B
Common stock
  
Additional
paid-in
  Retained  
Total
Stockholders’
 
  Shares  Amount  Shares  Amount  capital  Earnings  Equity 
Balance at January 1, 2020  1,205,623  $121   5,513,019  $551  $1,818,808  $3,180,527  $5,000,007 
Change in common stock subject to possible redemption  5,072   0   0   0   (365,240)  0   (365,240)
Net income  -   0   -   0   0   365,235   365,235 
Balance at March 31, 2020  1,210,695  $121   5,513,019  $551  $1,453,568  $3,545,762  $5,000,002 
                             
Change in common stock subject to possible redemption  90,906   10   0   0   418,919   0   418,929 
Net loss  -   0   -   0   0   (418,925)  (418,925)
Balance at June 30, 2020  1,301,601  $131   5,513,019  $551  $1,872,487  $3,126,837  $5,000,006 
                             
Change in common stock subject to possible redemption  152,577   15   0   0   617,885   0   617,900 
Net loss  -   0   -   0   0   (617,905)  (617,905)
Balance at September 30, 2020  1,454,178  $146   5,513,019  $551  $2,490,372  $2,508,932  $5,000,001 

 
Shares of Class A
Common Stock
  
Shares of Class B
Common stock
  
Additional
paid-in
  Retained  
Total
Stockholders’
 
  Shares  Amount  Shares  Amount  capital  Earnings  Equity 
Balance at January 1, 2019  1,182,761  $118   5,513,019  $551  $4,691,701  $307,638  $5,000,008 
Change in common stock subject to possible redemption  4,424   1   0   0   (790,261)  0   (790,260)
Net income  -   0   -   0   0   790,254   790,254 
Balance at March 31, 2019  1,187,185  $119   5,513,019  $551  $3,901,440  $1,097,892  $5,000,002 
                             
Change in common stock subject to possible redemption  (825)  0   0   0   (842,930)  0   (842,930)
Net income  -   0   -   0   0   842,931   842,931 
Balance at June 30, 2019  1,186,360  $119   5,513,019  $551  $3,058,510  $1,940,823  $5,000,003 
                             
Reversal of offering costs  -   0   0   0   25,000   0   25,000 
Change in common stock subject to possible redemption  (545)  0   0   0   (840,160)  0   (840,160)
Net income  -   0   -   0   0   815,158   815,158 
Balance at September 30, 2019  1,185,815  $119   5,513,019  $551  $2,243,350  $2,755,981  $5,000,001 

The accompanying notes are an integral part of these unaudited condensed financial statements.
3
Table of Contents

AMCI ACQUISITION CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

 Nine Months Ended September 30, 
  2020  2019 
       
Cash Flows from Operating Activities:      
Net (loss) income $(671,595) $2,448,343 
Adjustments to reconcile net income to net cash used in operating activities:        
Dividends and interest on Trust Account  (832,809)  (3,710,334)
Changes in operating assets and liabilities:        
Prepaid expenses and other current assets  31,387   88,342 
Accounts payable  32,314   (39,696)
Accrued expenses  (14,097)  0 
Franchise tax payable  (170,000)  96,050 
Income tax payable  (1,015,435)  565,278 
Net cash used in operating activities  (2,640,235)  (552,017)
         
         
Cash Flows from Investing Activities:        
Investment of cash in Trust Account  (1,865,649)  0 
Trust Account withdrawal for redemption of common stock  72,585,441   0 
Trust Account withdrawals for the payment of franchise and income taxes  1,765,098   254,579 
Net cash provided by investing activities  72,484,890   254,579 
         
Cash Flows from Financing Activities:        
Payment for redemption of common stock  (72,585,441)  0 
Proceeds from promissory note  2,330,304   0 
Net cash used by financing activities  (70,255,137)  0 
         
Net Change in Cash  (410,482)  (297,438)
Cash – Beginning  520,422   886,279 
Cash – Ending $109,940  $588,841 
         
Supplemental Disclosure for Cash Flow activities:        
Cash paid for income taxes $1,436,303  $143,139 
         
Non-Cash investing and financing activities:        
Change in value of common stock subject to possible redemption $(671,589) $2,473,350 
Reversal of deferred offering costs $0  $25,000 

The accompanying notes are an integral part of these unaudited condensed financial statements.

4
Table of Contents
AMCI ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)


Note 1 - Description of Organization and Business Operations

AMCI Acquisition Corp. (the “Company”) wasWe were originally incorporated in Delaware on June 18, 2018. The Company was2018 under the name “AMCI Acquisition Corp.” as a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businessestarget businesses. On November 20, 2018, we consummated our initial public offering (the “Initial Public Offering”), following which our shares began trading on the Nasdaq Global Market (“Nasdaq”).
On February 4, 2021, we consummated the previously announced business combination (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger, dated October 12, 2020, by and among AMCI Acquisition Corp. (the “Company”), AMCI Merger Sub Corp., a Delaware corporation and newly formed wholly-owned subsidiary of the Company (“Merger Sub”), AMCI Sponsor LLC (the “Sponsor”), solely in the capacity as the representative from and after the effective time of the Business Combination (as defined below) (the “Effective Time”) for the stockholders of the Company (other than the Advent stockholders) (the “Purchaser Representative”), Advent Technologies, Inc., a Delaware corporation (“Advent”), and Vasillios Gregoriou, solely in his capacity as the representative from and after the Effective Time for the Advent stockholders (the “Seller Representative”), as amended by Amendment No. 1 and Amendment No. 2 to the Agreement and Plan of Merger (the “Amendments” and as amended, the “Merger Agreement”), dated as of October 19, 2020 and December 31, 2020, respectively, by and among the Company, Merger Sub, Sponsor, Advent, and Seller Representative. In connection with the closing of the Business Combination (the “Closing”), we acquired 100% of the stock of Advent (as it existed immediately prior to the Closing) and its subsidiaries, changed our name from “AMCI Acquisition Corp.” to “Advent Technologies Holdings, Inc.” and changed the trading symbols of our common stock and warrants on Nasdaq from “AMCI” and “AMCIW” to “ADN” and “ADNWW,” respectively.
For accounting purposes, the Business Combination is treated as a reverse acquisition and recapitalization, in which Advent is considered the accounting acquirer (and legal acquiree) and the Company is considered the accounting acquiree (and legal acquirer). Additionally, unless otherwise stated or the context indicates otherwise, with respect to the financial information contained in this Quarterly Report on Form 10-Q, including in “Part I, Item 1. Financial Statements” and the notes thereto and in “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the financial information relating to the quarter ended March 31, 2020 are those of Advent and its subsidiaries, and for the quarter ended March 31, 2021, the financial information includes the financial information of Advent and its subsidiaries for the period prior to the Closing and the financial information of the Company and its subsidiaries for the period subsequent to the Closing. See Note 1 “Basis of Presentation in the accompanying unaudited condensed consolidated financial statements for additional information.
Unless the context indicates otherwise, the terms “Advent,” the “Company,” we,” “us” and “our” refer to Advent Technologies Holdings, Inc. and its subsidiaries taken as a whole.

1
Advent Technologies Holdings, Inc.
Table of Contents

Page
PART I—FINANCIAL INFORMATION
Item 1.
Unaudited Condensed Consolidated Financial Statements
3
Unaudited Condensed Consolidated Balance Sheets
3
Unaudited Condensed Consolidated Statements of Operations
4
Unaudited Condensed Consolidated Statements of Comprehensive Income / (Loss)
5
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity / (Deficit)
6
Unaudited Condensed Consolidated Statements of Cash Flows
8
Notes to Unaudited Condensed Consolidated Financial Statements
9
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
22
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
35
Item 4.
Controls and Procedures
35
PART II—OTHER INFORMATION
Item 1.
Legal Proceedings
37
Item 1A.
Risk Factors
37
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
37
Item 6.
Exhibits
38
Signatures
39

PART I—FINANCIAL INFORMATION
Item 1.
Unaudited Condensed Consolidated Financial Statements
ADVENT TECHNOLOGIES HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

  March 31, 2021  December 31, 2020 
ASSETS      
Current assets:      
Cash and cash equivalents $124,974,831  $515,734 
Accounts receivable  1,138,454   421,059 
Due from related parties  -   67,781 
Contract assets  745,513   85,930 
Inventories  812,744   107,939 
Prepaid expenses and Other current assets  4,121,554   496,745 
Total current assets  131,793,096   1,695,188 
Goodwill and intangibles, net  5,178,771   - 
Property and equipment, net  317,996   198,873 
Total assets $137,289,863  $1,894,061 
LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)        
Current liabilities:        
Trade and other payables $1,462,789  $881,394 
Due to related parties  -   1,114,659 
Deferred income from grants, current  306,917   158,819 
Contract liabilities  44,185   167,761 
Other current liabilities  2,956,116   904,379 
Income tax payable  199,653   201,780 
Total current liabilities
  4,969,660   3,428,792 
Warrant Liability  23,350,695   - 
Deferred income from grants, non-current  67,848   182,273 
Other long-term liabilities  193,719   76,469 
Total liabilities  28,581,922   3,687,534 
Commitments and contingent liabilities  -   - 
Stockholders’ equity/(deficit)        
Common stock ($0.0001 par value per share; Shares authorized: 110,000,000 at March 31, 2021 and December 31, 2020; Issued and outstanding: 46,105,947 and 25,033,398 at March 31, 2021 and December 31, 2020, respectively)  4,611   2,503 
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at March 31, 2021 and December 31, 2020; nil issued and outstanding at March 31, 2021 and December 31, 2020  -   - 
Additional Paid in Capital  118,568,449   10,993,762 
Accumulated Other Comprehensive Income  130,725   111,780 
Accumulated Deficit  (9,995,844)  (12,901,518)
Total stockholders’ equity/(deficit)  108,707,941   (1,793,473)
Total liabilities and stockholders’ equity/(deficit) $137,289,863  $1,894,061 

See accompanying notes to unaudited condensed consolidated financial statements.

ADVENT TECHNOLOGIES HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(All amounts in USD, except for share data)

​ Three months ended March 31, 
​ 2021  2020 
Revenue, net $1,489,292  $100,266 
Cost of revenues  (347,342)  (66,037)
Gross profit / (loss)  1,141,950   34,229 
Income from grants
  38,453   228,764 
Research and development expenses  (29,082)  (51,269)
Administrative and selling expenses  (7,921,858)  (302,669)
Amortization of intangibles  (186,760)  - 
Operating Loss  (6,957,297)  (90,945)
Finance costs  (10,280)  (2,523)
Change fair value of warrant liability  9,765,625   - 
Foreign exchange differences, net  23,955   (18,587)
Other income / (expense)  83,671   (104,561)
Income / (Loss) before income tax  2,905,674   (216,616)
Income tax expense
  -   - 
Net income / (loss) $2,905,674  $(216,616)
Net income / (loss) per share, basic  0.08   (0.01)
Weighted Average shares outstanding, basic  37,769,554   14,979,803
 
Net income / (loss) per share, diluted  0.07   (0.01)
Weighted Average shares outstanding, diluted  40,987,346   14,979,803 

See accompanying notes to unaudited condensed consolidated financial statements.

ADVENT TECHNOLOGIES HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS)
(Unaudited)

 
Three months ended March 31,
 
  2021  2020 
Net Income / (loss)
 
$
2,905,674
  
$
(216,616
)
Other comprehensive income / (loss), net of tax effect:
        
Foreign currency translation adjustment
  
18,945
   
(49,841
)
Total other comprehensive income / (loss)  
18,945
   
(49,841
)
Comprehensive income / (loss) 
$
2,924,619
  
$
(266,457
)

See accompanying notes to unaudited condensed consolidated financial statements.

ADVENT TECHNOLOGIES HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY / (DEFICIT)
(Unaudited)

(All amounts in USD, except for share data)

  
Preferred
Stock Series A
Shares
  Amount  
Preferred Stock
Series Seed
Shares
  Amount  
Common Stock
Shares
  Amount  
Additional Paid-in
Capital
  
Accumulated
Deficit
  
Accumulated
OCI
  
Total Stockholders'
(Deficit) Equity
 
                               
Balance as of December 31, 2020  844,037  $845   2,095,592  $2,096   3,017,057  $3,017  $10,990,307  $(12,901,518) $111,780  $(1,793,473)
Retroactive application of recapitalization  (844,037)  (845)  (2,095,592)  (2,096)  22,016,341   (513)  3,454   -   -   - 
Adjusted balance, beginning of period  -   -   -   -   25,033,398   2,504   10,993,761   (12,901,518)  111,780   (1,793,473)
Business Combination and PIPE financing  -   -   -   -   21,072,549   2,107   107,574,688   -   -   107,576,795 
Net (loss) / Profit  -   -   -   -   -   -   -   2,905,674   -   2,905,674 
OCI  -   -   -   -   -   -   -   -   18,945   18,945 
Balance as of March 31, 2021  -  $-   -  $-   46,105,947  $4,611  $118,568,449  $(9,995,844) $130,725  $108,707,941 

  
Preferred Stock
Series A Shares
  Amount  
Preferred
Stock Series
Seed Shares
  Amount  
Common
 Stock
Shares
  Amount  
Additional
Paid-in
Capital
  
Accumulated
Deficit
  
Accumulated
OCI
  
Total
Stockholders'
(Deficit)
Equity
 
                               
Balance as of December 31, 2019  314,505  $315   2,108,405  $2,108   888,184  $888  $8,811,647  $(9,767,619) $118,859  $(833,802)
Retroactive application of recapitalization  (314,505)  (315)  (2,108,405)  (2,108)  13,915,109   592

  1,831   -   -   - 
Adjusted balance, beginning of period  -   -   -   -   14,803,293   1,480   8,813,478   (9,767,619)  118,859   (833,802)
Issuance of preferred stock*  -   -   -   -   2,225,396   223   1,429,782   -   -   1,430,005 
Net loss / Profit  -   -   -   -   -   -   -   (216,616)  -   (216,616)
OCI  -   -   -   -   -   -   -   -   (49,841)  (49,841)
Balance as of March 31, 2020  -  $-   -  $-   17,028,689  $1,703  $10,243,260  $(9,984,235) $69,018  $329,746 

* Issuance of convertible preferred stock has been retroactively restated to give effect to the recapitalization transaction.

See accompanying notes to unaudited condensed consolidated financial statements

ADVENT TECHNOLOGIES HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

  Three months ended March 31, 
  2021  2020 
       
Net Cash used in Operating Activities $(12,196,101) $(341,666)
         
Cash Flows from Investing Activities:        
Purchases of property and equipment  (77,112)  (34,699)
Acquisition of a subsidiary, net of cash acquired  (3,975,940)  - 
Net Cash used in Investing Activities $(4,053,052) $(34,699)
         
Cash Flows from Financing Activities:        
Business Combination and PIPE financing, net of issuance costs paid  140,693,116   - 
Proceeds of issuance of preferred stock  -   1,430,005 
Repayment of Loan  -   (487,708)
Net Cash provided by Financing Activities $140,693,116  $942,297 
Net increase (decrease) in cash and cash equivalents $124,443,963  $565,932 
Effect of exchange rate changes on cash and cash equivalents  15,134   7,893 
Cash and cash equivalents at the beginning of the period
  515,734   1,199,015 
Cash and cash equivalents at the end of the period
 $124,974,831  $1,772,840 

See accompanying notes to unaudited condensed consolidated financial statements.

ADVENT TECHNOLOGIES HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.Basis of presentation
(a)Overview
On February 4, 2021 (“Closing Date”), AMCI Acquisition Corp. (“AMCI”), consummated the previously announced business combination (the “Business Combination”) pursuant to that certain merger agreement (the “Agreement and Plan of Merger”), dated October 12, 2020, by and among AMCI, AMCI Merger Sub Corp., a Delaware corporation and newly formed wholly-owned subsidiary of AMCI (“Merger Sub”), AMCI Sponsor LLC (the “Sponsor”), solely in the capacity as the representative from and after the effective time of the Business Combination for the stockholders of AMCI (the “Purchaser Representative”), Advent Technologies, Inc., a Delaware corporation (“Legacy Advent”), and Vasillios Gregoriou, solely in his capacity as the representative from and after the effective time for the Legacy Advent stockholders (the “Seller Representative”), as amended by Amendment No. 1 and Amendment No. 2 to the Agreement and Plan of Merger, dated as of October 19, 2020 and December 31, 2020, respectively, by and among AMCI, Merger Sub, Sponsor, Legacy Advent, and Seller Representative. In connection with the closing of the Business Combination (the “Closing”), AMCI acquired 100% of the stock of Legacy Advent (as it existed immediately prior to the Closing) and its subsidiaries.
On the Closing Date, and in connection with the closing of the Business Combination, AMCI changed its name to Advent Technologies Holding, Inc. (the "Company" or "Advent"). Legacy Advent was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification ("ASC") 805. This determination was primarily based on Legacy Advent's stockholders prior to the Business Combination having a majority of the voting interests in the combined company, Legacy Advent's operations comprising the ongoing operations of the combined company, Legacy Advent's board of directors comprising a majority of the board of directors of the combined company, and Legacy Advent's senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Advent issuing stock for the net assets of AMCI, accompanied by a recapitalization. The net assets of AMCI are stated at historical cost, with no goodwill or other intangible assets recorded.
While AMCI was the legal acquirer in the Business Combination, because Legacy Advent was deemed the accounting acquirer, the historical financial statements of Legacy Advent became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the unaudited condensed consolidated financial statements included in this report reflect (i) the historical operating results of Legacy Advent prior to the Business Combination; (ii) the results of the Company (combined results of AMCI and Legacy Advent) following the closing of the Business Combination; (iii) the assets and liabilities of Legacy Advent at their historical cost; and (iv) Company’s equity structure for all periods presented.
In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company's common stock, $0.0001 par value per share ("Common Stock") issued to Legacy Advent's stockholders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Advent Preferred Stock (“Preferred Series A” and “Preferred Series Seed”) and Legacy Advent common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. Activity within the statement of changes in stockholders' equity / (deficit) for the issuances of Legacy Advent's Preferred Stock, were also retroactively converted to Legacy Advent common stock. (Note 3)
On February 18, 2021, the Company, entered into a Membership Interest Purchase Agreement with Bren-Tronics, Inc. (“Seller”) and UltraCell, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Seller (“UltraCell”) (the “Purchase Agreement”). See Note 3 “Business Combination” accompanying the unaudited condensed consolidated financial statements for additional information.
(b)Unaudited Condensed Consolidated Financial Statements
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company's financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's audited consolidated financial statements as of and for the year ended December 31, 2020 included in the Current Report on Form 8-K filed with the SEC on February 9, 2021 (the “Original Form 8-K”), as amended by Amendment No. 1 to Form 8-K, filed with the SEC on February 9, 2021 (“Amendment No. 1”), as further amended by Amendment No. 2 to Form 8-K, filed with the SEC on March 26, 2021 (“Amendment No. 2”) and as further amended by Amendment No 3 to Form 8-K, filed with the SEC on May 20, 2021 (“Amendment No. 3,” and, the Original Form 8-K, as so amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Super Form 8-K”).
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated.
Certain prior period balances have been reclassified to conform to the current period presentation in the unaudited condensed consolidated financial statements and the accompanying notes.
Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise specified.
(c) Going Concern
The unaudited condensed consolidated financial statements have been prepared by management in accordance with GAAP, assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Accordingly, these financial statements do not include any adjustments that may result in the event the Company is unable to continue as a going concern.
Beginning in March 2020, the COVID-19 pandemic and the measures imposed to contain this pandemic have disrupted and are expected to continue to impact the Company’s sponsorbusiness. The magnitude of the impact of the COVID-19 pandemic on the Company’s productivity, results of operations and financial position, and its disruption to the Company’s business (fuel cells sales timeline, realization of income from grants received) will depend in part, on the length and severity of these restrictions and on the Company’s ability to conduct business in the ordinary course.
As of the date of this Quarterly Report on Form 10-Q, the Company’s existing cash resources are sufficient to support planned operations for the next 12 months. As a result, management believes that the Company's existing financial resources are sufficient to continue operating activities for at least one year past the issuance date of the unaudited condensed consolidated financial statements.

2.Summary of Significant Accounting Policies:

There have been no significant changes from the significant accounting policies disclosed in Note 2 of the “Notes to Consolidated Financial Statements” included in the Super Form 8-K.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”). As an emerging growth company (“EGC”), the JOBS Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The Company applied the following new accounting policies:

(a)Business acquisitions, Goodwill and Intangible Assets

The Company allocates the fair value of purchase consideration transferred in a business acquisition to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration transferred over the fair values of these identifiable assets and liabilities is recorded as goodwill. In case the fair value of purchase consideration transferred is below fair values of these identifiable assets and liabilities, the Company recognizes a gain from a bargain purchase. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired licenses, trade names, in process research and development ("R&D"), useful lives and discount rates, patents, customer clientele, customer contracts and know-how. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statement of operations.

For significant acquisitions, the Company obtains independent appraisals and valuations of the intangible (and certain tangible) assets acquired and certain assumed obligations. The Company analyzes each acquisition individually and all acquisitions within each reporting period in aggregate to determine if those are material acquisitions in the context of ASC 805-10-50.

The estimated fair values and useful lives of identified intangible assets are based on many factors, including estimates and assumptions of future operating performance and cash flows of the acquired business, estimates of cost avoidance, the nature of the business acquired, the specific characteristics of the identified intangible assets and our historical experience and that of the acquired business. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including product demand, market conditions, regulations affecting the business model of our operations, technological developments, economic conditions and competition.

We conduct a goodwill impairment analysis annually in the fourth fiscal quarter, as of October 1, and as necessary if changes in facts and circumstances indicate that the fair value of our reporting units may be less than their carrying amounts. When indicators of impairment do not exist and certain accounting criteria are met, we are able to evaluate goodwill impairment using a qualitative approach. When necessary, our quantitative goodwill impairment test consists of two steps. The first step requires that we compare the estimated fair value of our reporting units to the carrying value of the reporting unit’s net assets, including goodwill. If the fair value of the reporting unit is greater than the carrying value of its net assets, goodwill is not considered to be impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value of its net assets, we would be required to complete the second step of the test by analyzing the fair value of its goodwill. If the carrying value of the goodwill exceeds its fair value, an impairment charge is recorded. Currently, we identify one reporting unit.

(b)Warrants

The Company may issue or assume common stock warrants with debt, equity or as a standalone financing instruments that are recorded as either liabilities or equity in accordance with the respective accounting guidance. Warrants recorded as equity are recorded at their relative fair value or fair value determined at the issuance date and remeasurement is not required. Warrants recorded as liabilities are recorded at their fair value, within warrant liability on the consolidated balance sheets, and remeasured on each reporting date with changes recorded in revaluation of warrant liability on the Company's consolidated statements of operations.

(c)Fair Value of Financial Instruments

As a result of the Business Combination, the Company assumed a warrant liability (the "Warrant Liability") related to previously issued 3,940,278 warrants, each exercisable to purchase one share of common stock at an exercise price of $11.50 per share, originally sold to AMCI Sponsor LLC (the “Sponsor”) in a private placement consummated in connection with AMCI’s Initial Public Offering (the “Private Placement Warrants”) and the 400,000 warrants, each exercisable to purchase one share of common stock at an exercise price of $11.50 per share, converted from the Sponsor’s non-interest bearing loan to the Company of $400,000 in connection with the closing of the Business Combination (the “Working Capital Warrants”) (Note 10). The Private Placement Warrants and the Working Capital Warrants have substantially the same terms as the 22,052,077 warrants, each exercisable to purchase one share of common stock at an exercise price of $11.50 per share, issued by AMCI in its Initial Public Offering (the “Public Warrants”). The Warrant Liability was remeasured to its fair value at each reporting period and upon settlement. The change in fair value was recognized in revaluation of warrant liability on the consolidated statements of operations. The change in fair value of the Warrant Liability was as follows:

Warrant Liability
Estimated fair value at February 4, 202133,116,321
Change in estimated fair value(9,765,625)
Estimated fair value at March 31, 202123,350,695

The estimated fair value of the Private Placement Warrants and the Working Capital Warrants (each as defined below) is determined using Level 3 inputs by using the Black-Scholes model. The application of the Black-Scholes model requires the use of a number of inputs and significant assumptions including volatility. Significant judgment is required in determining the expected volatility of our common stock. Due to the limited history of trading of our common stock, we determined expected volatility based on a peer group of publicly traded companies.

The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:

Stock price13.39
Exercise price (strike price)11.50
Remaining term (in years)4.84
Volatility40%
Risk-free interest rate0.63%

The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded.

(d)Earnings / (Loss) Per Share

Earnings / (Loss) Per Share is computed by dividing earnings / (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings / (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted at the beginning of the periods presented, or issuance date, if later. The treasury stock method is used to compute the dilutive effect of warrants.

(e)Recent Accounting pronouncements

Recently issued accounting pronouncements not yet adopted

In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, ASU 2018-10, Codification Improvements to Topic 842, Leases, was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Additionally, ASU 2019-01, Codification Improvements to Topic 842, Leases and ASU 2020-02, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), provided additional clarifications for implementing ASU 2016.02.  The new lease standard was originally effective for the private entities on January 1, 2021, with early adoption permitted. Following the issuance of ASU 2020-05, Effective Dates for Certain Entities (Topic 842), the effective date of Leases was deferred for private entities (the “all other” category) to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application continues to be permitted which means that an entity may choose to implement Leases before those deferred effective dates. The Company is currently evaluating the effect of the adoption of this guidance on the consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. Furthermore, amendments, ASU 2019-10 and ASU 2019-11 provided additional clarification for implementing ASU 2016-13. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently in the process of evaluating the effect of this guidance on the consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. ASU 2019-12 is effective for the Company beginning January 1, 2022, with early adoption permitted. The Company is currently evaluating the effects of this guidance on the Company's financial statements.

3.Business Combination

(a)AMCI Acquisition Corp.
As detailed in Note 1 on February 4, 2021, the Company and AMCI consummated the Business Combination pursuant to the terms of the merger agreement, with Advent Legacy surviving the merger as a wholly-owned subsidiary of AMCI. Immediately prior to the closing of the Business Combination, all shares of outstanding preferred stock Series A and preferred stock Series Seed of Legacy Advent were automatically converted into shares of the Legacy Advent's common stock. Upon the consummation of the Business Combination, each share of Legacy Advent common stock issued and outstanding was canceled and converted into the right to receive the amount of shares as determined based on the merger consideration of $250 million minus the estimated consolidated indebtedness of Legacy Advent and its subsidiaries as of the consummation of the Business Combination, net of their estimated consolidated cash and cash equivalents (“Closing Net Indebtedness”) divided by $10.00. The Closing Net Indebtedness was based solely on estimates determined shortly prior to the closing and was not subject to any post-closing true-up or adjustment.
Upon the closing of the Business Combination, AMCI's certificate of incorporation was amended and restated to, among other things, authorize the issuance of 111,000,000 shares, of which 110,000,000 shares are shares of common stock, par value $0.0001 per share and 1,000,000 shares are shares of undesignated preferred stock, par value $0.0001 per share.
In connection with the execution of the Business Combination Agreement, AMCI entered into separate subscription agreements (each, a "Subscription Agreement") with a number of investors (each a "Subscriber"), pursuant to which the Subscribers agreed to purchase, and AMCI agreed to sell to the Subscribers, an aggregate of 6,500,000 shares of common stock (the "PIPE Shares"), for a purchase price of $10.00 per share and an aggregate purchase price of $65.0 million, in a private placement pursuant to the subscription agreements (the "PIPE"). The PIPE investment closed simultaneously with the consummation of the Business Combination.
The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, AMCI was treated as the "acquired" company for financial reporting purposes. See Note 1 "Basis of Presentation" in the accompanying unaudited condensed consolidated financial statements for further details. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Advent issuing stock for the net assets of AMCI, accompanied by a recapitalization. The net assets of AMCI are stated at historical cost, with no goodwill or other intangible assets recorded.
The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity for the three month ended March 31, 2021:

  Recapitalization 
Cash- AMCI’s trust and cash (net of redemptions) $93,310,599 
Cash – PIPE plus interest  65,000,118 
Less transaction costs and advisory fees paid  (17,617,601)
Less non-cash warrant liability assumed
  (33,116,321
)
Net Business Combination and PIPE financing $107,576,795 

The number of shares of common stock issued immediately following the consummation of the Business Combination:

Recapitalization
Class A Common A stock of AMCI, outstanding prior to Business Combination9,061,136
Less Redemption of AMCI shares(1,606)
Class B Common Stock of AMCI, outstanding prior to Business Combination5,513,019
Shares issued in PIPE6,500,000
Business Combination and PIPE financing shares21,072,549
Legacy Advent Shares25,033,398
Total shares of Common Stock immediately after Business Combination46,105,947

(b)UltraCell, LLC
On February 18, 2021 (the “acquisition date”), pursuant to the terms and conditions of the Purchase Agreement, the Company acquired 100% of the issued and outstanding membership units of UltraCell from Bren-Tronics, Inc. The results of UltraCell’s operations have been included in the unaudited condensed consolidated financial statements since the acquisition date.
UltraCell is an entity specialized in lightweight fuel cells for the portable power market with mature products and cutting-edge technology.

The acquisition consideration transferred totaled $6.0 million, of which $4.0 million was cash and $2 million was the fair value of the contingent consideration. The contingent consideration arrangement required the Company to pay $2 million of additional cash to UltraCell’s former holders of membership interests, if UltraCell entered into certain customer arrangements for sales of products prior to June 30, 2021. On April 16, 2021 Advent paid the additional consideration based on UltraCell achieving completion of the terms of the contingent consideration.
The estimated fair values of the assets acquired and liabilities assumed at the acquisition date was $5.5 million, resulting in the recognition of provisional goodwill of $0.5 million. The Company is in the process of obtaining third-party valuations of certain intangible assets; thus, the provisional measurements of intangible assets and goodwill are subject to change.

The provisional value of $5 million of intangibles relates to trademarks, patents, customer relationships, customer contracts and know-how. Those intangibles mainly relate to definite-live intangible assets with estimated useful lives that vary between 3-10 years, with the exception of contract backlogs which are amortized over the remaining period of the contracts assumed based on income approach. During the period from acquisition and up to March 31, 2021, the Company has recognized in the condensed consolidated statement of operations amortization for those intangibles of $0.2 million.

4.Related party disclosures:

The amounts included in the accompanying consolidated balance sheets and consolidated statements of operations are as follows:

  March 31, 2021  December 31, 2020 
Due to related parties 
Unpaid
compensation
cost
  
Unpaid
compensation cost
 
Vassilios Gregoriou $-  $613,971 
Christos Kaskavelis  -   75,160 
Emory Sayre De Castro  -   425,528 
Total $-  $1,114,659 

  March 31, 2021  December 31, 2020 
Due from related parties Prepayment  Prepayment 
Charalampos Antoniou $-  $67,781 
Total $-  $67,781 

The outstanding balances as of December 31, 2020 due to/from Company’s executives and officers relating to unpaid compensation and prepaid services have been settled during the first quarter of 2021.

The Company executives, Vassilis Gregoriou, Christos Kaskavelis, Emory Sayre De Castro, James Coffey and William Hunter, each received a signing bonus and transaction bonus upon the consummation of the merger in an aggregate amount of $5.6 million, which is included in administrative and selling expenses in the statement of operations for the first quarter of 2021.

5.Inventories:

Inventories consist of the following:

  
March
31, 2021
  
December
31, 2020
 
Raw materials and supplies $812,744  $107,939 
Total $812,744  $107,939 

6.Prepaid expenses and Other current assets:

Prepaid expenses and Other current assets are analyzed as follows:

  March 31, 2021  December 31, 2020 
VAT receivable $287,523  $259,831 
Grants receivable  91,182   95,064 
Other current assets  891,168   140,126 
Prepaid Expenses  2,851,681   1,724 
Total $4,121,554  $496,745 

Prepaid expenses as of March 31, 2021 mainly include prepayments to insurers for director’s and officer’s insurance services.

Other current assets as of March 31, 2021 include amounts provided as guarantees for leases (Note 15) and prepayments to suppliers.

7.Property and equipment, net:

During the three-month period ended March 31, 2021, $77,112 additions to property and equipment concern machinery, office and other equipment and the remaining additions to the account relate to property and equipment acquired from UltraCell (Note 3). There are no collaterals or other commitments on the Company’s property and equipment.

8.Trade and other payables:

  December 31, 
  March 31, 2021  December 31, 2020 
Trade payables and other payables $1,462,789  $881,394 
Total $1,462,789  $881,394 

Trade payables include balances of suppliers and consulting service providers.

9.Other current liabilities:

Other current liabilities of the Company are analyzed as follows:

  March 31,2021  December 31, 2020 
Accrued expenses for legal and consulting fees $837,606  $814,965 
Other accruals and short-term payables  118,510   89,414 
Contingent Consideration  2,000,000   - 
Total $2,956,116  $904,379 

10.Private Placement Warrants and Working Capital Warrants:

In connection with the Business Combination, the Company has assumed 3,940,278 Private Placement Warrants issued upon AMCI’s Initial Public Offering. In addition, upon the closing of the Business Combination, the working capital loan provided by AMCI’s Sponsor to AMCI was converted into 400,000 Working Capital Warrants, which were also assumed. The terms of the Working Capital Warrants are the same as those of the Private Placement Warrants.

As of March 31, 2021, the Company had 4,340,278 Private Placement Warrants and Working Capital Warrants outstanding. Each Private Placement Warrant and Working Capital Warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Private Placement Warrants and Working Capital Warrants are identical to the Public Warrants, except that the Private Placement Warrants and Working Capital Warrants and the common stock issuable upon the exercise of those warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants and Working Capital Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If those warrants are held by someone other than the initial purchasers or their permitted transferees, they will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. As of March 31, 2021, Private Placement Warrants and Working Capital Warrants are held by its initial purchasers.

According to the provisions of the Private Placement Warrants and Working Capital Warrants warrant agreements, the exercise price and number of shares of common stock issuable upon exercise of those warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Private Placement Warrants and Working Capital Warrants are classified as liabilities in accordance with the Company’s evaluation of the provisions of ASC 815- 40-15, which provides that a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant with a fixed exercise price and fixed number of underlying shares.

11.Stockholders’ Equity / (Deficit):

Shares Authorized

As of March 31, 2021, the Company had authorized a total of 111,000,000 shares for issuance with 110,000,000 shares designated as common stock, par value $0.0001 per share and 1,000,000 shares designated as preferred stock, par value $0.0001 per share.

Public Warrants
In connection with the Business Combination, the Company has assumed Public Warrants issued upon AMCI’s Initial Public Offering.

As of March 31, 2021, the Company had 22,052,077 Public Warrants outstanding. Each Public Warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

–in whole and not in part;
–at a price of $0.01 per warrant;
–upon not less than 30 days’ prior written notice of redemption;
–if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders; and
–if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. In addition, the warrant agreement provides that in case of a tender offer or exchange that involves 50% or more of the Company’s stockholders, the Public Warrants may be settled in cash, equity securities or other assets depending on the kind and amount received per share by the holders of the common stock in such consolidation or merger that affirmatively make such election.
Public Warrants are classified in equity in accordance with the Company’s evaluation of the provisions of ASC 480 and ASC 815. The Company analyzed the terms of the Public Warrants and concluded that there are no terms that provide that the warrant is not indexed to the issuer’s common stock. The Company also analyzed the tender offer provision discussed above, and considering that upon the Closing of the Business Combination the Company has a single class of common shares, concluded that the exception discussed in ASC 815-40-25 applies, and thus equity classification is not precluded.

12.Revenue, net:

Revenue, net is analyzed as follows:

  Three months period ended 
  March, 31 2021  March, 31,2020 
Sales of goods $1,489,292  $100,266 
Total revenue from contracts with customers $1,489,292  $100,266 

As at March 31, 2021 and December 31, 2020 contract assets were $ 745,513 and $85,930, respectively. Also, the Company has recognized contract liabilities of $44,185 and $167,761 has at March 31, 2021 and December 31, 2020, respectively.

13.Fair value measurement:

The carrying amounts reflected in the consolidated balance sheets of cash and cash equivalents, accounts receivables, net, other current assets, trade and other payables, due from/to related parties, other current liabilities, income tax payable and convertible promissory notes, approximate their respective fair values due to the short maturity of these instruments.

14.Income Taxes

To calculate the interim tax provision, at the end of each interim period the Company estimates the annual effective tax rate and applies that to its ordinary quarterly earnings. The effect of changes in the enacted tax laws or rates is recognized in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and judgments including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in foreign jurisdictions, permanent differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or the tax environment changes.

15.Commitments and contingencies:

15.1Litigations

The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events.

On December 17, 2020, a purported shareholder class action complaint was filed by Dillon Frey against AMCI in the Supreme Court of the State of New York, County of New York, alleging that the proposed Business Combination with Advent is both procedurally and substantively unfair and seeking to maintain the action as a class action and enjoin the Business Combination, among other things, without stating a specific amount of damages. The complaint does not provide detail as to how the proposed Business Combination is unfair, either procedurally or substantively, and we believe it has no merit. On February 10, 2021, a notice of voluntary discontinuance of the complaint was filed in the Supreme Court of the State of New York, County of New York.

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There is no material pending or threatened litigation against the Company that remains outstanding as of March 31, 2021.

15.2Operating Leases

On February 5, 2021, the Company entered into a lease agreement by and among the Company, in its capacity as Tenant, and BP Hancock LLC, a Delaware limited liability company, in its capacity as Landlord. The lease provides for the rental by the Company of office space at 200 Clarendon Street, Boston, MA 02116 for use as the Company’s executive offices. Under the terms of the lease, the Company leases 6,041 square feet at an initial fixed annual rent of $456,095.50. The term of the lease is for five years (unless terminated as provided in the lease) and is expected to commence in April 2021. The Company provided security in the form of a security deposit in the amount of $114,023.88 which is included in Other current assets.

On March 8, 2021, the Company entered into a lease for 21,401 square feet as a product development and manufacturing center at Hood Park in Charlestown, MA. Under the terms of the lease, the Company will pay an initial fixed annual rent of $1,498,070.00. The lease has a term of eight years and five months, with an option to extend for five years, and is expected to commence in June 2021. The Company is obliged to provide security in the form of a security deposit in the amount of $750,000.00 before commencement of the lease.

16.Net income / (loss) per share

Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period totaled to 46,105,947.

The following table sets forth the computation of the basic and diluted net loss per share for the three months ended March 31, 2021 and 2020.

  Three-months ended March 31, 
Numerator: 2021  2020 
Net income / (loss) $2,905,674  $(216,616)
Denominator:        
Weighted average shares outstanding, basic  37,769,554   14,979,803 
Dilutive effect of common stock issuable from assumed exercise of warrants  3,217,792   - 
Weighted average shares outstanding, diluted  40,987,346   
14,979,803
 
Net income / (loss) per share:        
Basic $0.08  $(0.01)
Diluted $0.07  $(0.01)

Basic net income / (loss) per share is computed by dividing net income/ (loss) for the periods presented by the weighted-average number of common shares outstanding during these periods.

Diluted net income /(loss) per share is computed by dividing the net income /(loss), by the weighted average number of common shares outstanding for the periods, adjusted for the dilutive effect of shares of common stock equivalents resulting from the assumed exercise of the Public Warrants, Private Placements Warrants and Working Capital Warrants. The treasury stock method was used to calculate the potential dilutive effect of these common stock equivalents.

Potentially dilutive shares were excluded from the computation of diluted net income / (loss) when their effect was antidilutive.

17.Subsequent Events

Subsequent to March 31, 2021 certain warrantholders exercised their options to purchase an additional 22,798 shares at $11.50. These exercises generated $262,177 in additional proceeds to the Company and increased our shares outstanding by 22,798 shares.

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2021 (the “Original Annual Report”), as amended by Amendment No. 1 to Form 10-K, filed with the SEC on May 20, 2021 (as so amended, the “2020 Annual Report”), our Current Report on Form 8-K, as filed with the SEC on February 9, 2021 as further amended by Amendment No. 2 to Form 8-K, filed with the SEC on March 26, 2021 (“Amendment No. 2”) and as further amended by Amendment No 3 to Form 8-K, filed with the SEC on May 20, 2021 (“Amendment No. 3,” and, the Original Form 8-K, as so amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Super Form 8-K”). Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Item 1A. Risk Factors” section of this Quarterly Report on Form 10-Q and the “Item 1A. Risk Factors” section of our 2020 Annual Report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
This MD&A generally discusses 2021 and 2020 items and year-over-year comparisons between 2021 and 2020. As used in this MD&A, unless the context indicates otherwise, the financial information relating to the quarter ended March 31, 2020 are those of Advent Technologies, Inc. and its subsidiaries, and the financial information and data for the quarter ended March 31, 2021 includes the financial information and data of Advent Technologies, Inc. and its subsidiaries for the period prior to the Closing and the financial information and data of Advent Technologies Holdings, Inc. for the period subsequent to the Closing. See Note 1 “Basis of Presentation” in the accompanying unaudited condensed consolidated financial statements for additional information.

Overview

Advent is an advanced materials and technology development company operating in the fuel cell and hydrogen technology space. Advent develops, manufactures and assembles the critical components that determine the performance of hydrogen fuel cells and other energy systems. Advent’s core product offering is the Membrane Electrode Assembly (MEA) at the center of the fuel cell. The Advent MEA, which derives its key benefits from the properties of Advent’s engineered membrane technology, enables a more robust, longer-lasting and ultimately lower-cost fuel cell product.
To date, Advent’s principal operations have been to develop and manufacture MEAs, and to design fuel cell stacks and complete fuel cell systems for a range of customers in the stationary power, portable power, automotive, aviation, energy storage and sensor markets. Advent has its headquarters in Boston, Massachusetts, a product development facility in Livermore, California, and an MEA assembly and production facility in Patras, Greece. In the third quarter of 2021, Advent anticipates opening its new research and development and manufacturing facility at Hood Park in Charlestown, Massachusetts. The majority of Advent’s current revenue derives from the sale of MEA’s as well as the sale of membranes and electrodes for specific applications in the iron flow battery and cellphone markets respectively. While MEA sales and associated revenues are expected to provide the majority of Advent’s future income, both of these markets remain commercially viable and have the potential to generate material future revenues based on Advent’s existing customers. Advent has also secured grant funding for a range of projects from research agencies and other organizations in the U.S. and Greece. Advent expects to continue to be eligible for grant funding based on its product development activities over the foreseeable future.
Historically, Advent has financed its operations through internal cashflows, grant income and private placements of equity and convertible notes. In the three months ended March 31, 2021, Advent generated revenue from product sales of approximately $1.5 million and incurred an operating  loss of approximately $7 million. During the three months ended March 31, 2021, Advent received proceeds as a result of the Merger dated February 4, 2021 of approximately $140 million and recorded approximately $(12.2 million) in operating cashflow, resulting in a period end cash balance of approximately $125 million as of March 31, 2021.

Business Combination and Public Company Costs

On October 12, 2020, Advent Technologies, Inc. entered into the Merger Agreement with Advent Technologies Holdings, Inc. (formerly known as “AMCI”), a Delaware corporation, AMCI Merger Sub Corp., a newly-formed Delaware corporation and wholly-owned subsidiary of AMCI (“Merger Sub”), AMCI Sponsor LLC, a Delaware limited liability company (“Sponsor”), in its capacity as Purchaser Representative (the “Sponsor”“Purchaser Representative”) and Vassilios Gregoriou, in the capacity as Seller Representative ( the “Seller Representative”), pursuant to which, effective February 4, 2021, Merger Sub merged with and into Advent Technologies Inc., with Advent Technologies Inc. surviving the Merger as a wholly-owned subsidiary of AMCI. Advent Technologies Inc. is deemed the accounting predecessor and the combined entity is the successor registrant with the SEC, meaning that Advent Technologies Inc.’s financial statements for previous periods will be disclosed in the registrant’s current and future periodic reports filed with the SEC.

While the legal acquirer in the Merger Agreement is AMCI, for financial accounting and reporting purposes under GAAP, we have determined that Advent is the accounting acquirer and the Business Combination will be accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Advent in many respects. Under this method of accounting, AMCI is treated as the acquired entity whereby Advent is deemed to have issued common stock for the net assets and equity of AMCI, consisting mainly of cash, accompanied by a simultaneous equity recapitalization of AMCI (the “Recapitalization”).


AlthoughUpon consummation of the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companiesmost significant change in Advent’s reported financial position and results has been an estimated increase in cash of approximately $140 million. Total direct and incremental transaction costs of AMCI and Advent, along with liabilities of AMCI paid off at the global natural resource infrastructure, value chain and logistics-related sectors. These sectors include equipment, services and technology that is used in, or related to, the resource value chain, and we refer to Natural Resources and Mining Equipment, Technology and Services (“Natural Resources and METS”) sectors.Closing, were approximately $23.6 million.


As of September 30, 2020, the Company had not commenced any operations. All activity through September 30, 2020 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and its search for a suitable Business Combination.

The registration statement for the Company’s Initial Public Offering was declared effective on November 15, 2018. On November 20, 2018, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), generating total gross proceeds of $200,000,000, which is described in Note 3.

Simultaneously with the closingconsequence of the Initial Public Offering,Business Combination, Advent became the Company consummatedsuccessor to an SEC-registered and Nasdaq-listed company which has required and will require Advent to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. Advent expects to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees.
Additionally, Advent anticipates that its revenue, capital and operating expenditures will increase significantly in connection with its ongoing activities following the sale of an aggregate of 5,500,000 warrants (the “Private Placement Warrants”)Business Combination, as Advent expects to:

Expand U.S.-based operations to increase capacity for MEA testing, development projects and associated research and development activities;
Expand Greece-based production facilities to increase and automate MEA assembly and production;
Develop improved MEA and other products for both existing and new markets, such as ultra-light MEAs designed for aviation applications, to remain at a price of $1.00 per warrant in a private placement to the Sponsor, generating total gross proceeds of $5,500,000, which is described in Note 4.

Following the closingforefront of the Initial Public Offering on November 20, 2018, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Unitsfast-developing hydrogen economy;
Increase business development and marketing activities;
Increase headcount in the Initial Public Offeringmanagement and the sale of the Private Placement Warrants was placedhead office functions in a trust account (“Trust Account”)order to appropriately manage Advent’s increased operations;
Improve its operational, financial and was subsequently invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself outmanagement information systems;
Obtain, maintain, expand, and protect its intellectual property portfolio; and
Operate as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below.

On November 27, 2018, the Company closed on the sale of 2,052,077 additional units at a price of $10.00 per unit upon receiving notice of the underwriters’ election to partially exercise their over-allotment option, generating additional gross proceeds of $20,520,770, which were placed in the Trust Account and incurring additional offering costs of $410,416 in underwriting fees, which were paid via purchase by the Sponsor of an additional 410,416 Private Placement Warrants at a price of $1.00 per warrant. As a result of the partial exercise of the over-allotment option by the Underwriters and the expiration of the remaining portion of the over-allotment option, the Sponsor forfeited 236,981 Founder Shares (as defined below in Note 5).

Transaction costs amounted to $12,628,266, consisting of $4,410,416 of underwriting fees, $7,718,227 of deferred underwriting fees and $499,623 of other costs. In addition, $109,940 of cash remained outside of the Trust Account and was available for working capital purposes as of September 30, 2020.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the remaining net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete an initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting fees and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

public company.

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AMCI ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTSChange in Independent Registered Public Accounting Firm
SEPTEMBER 30, 2020
(Unaudited)
The Company will provide its holdersOn February 9, 2021, the audit committee of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion unless otherwise required by law or regulation. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, as amended (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed to vote their Founder Shares, and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Company has entered a contingent forward purchase agreement with the Sponsor. This contingent forward purchase agreement allows the Sponsor to purchase up to 5,000,000 units (the “Forward Purchase Units”) for $10.00 each, in a private placement to occur concurrently with the closing of an initial Business Combination, for an aggregate purchase price of up to $50,000,000. The Forward Purchase Units and their component securities would be identical to the units being sold in this offering, except that the Forward Purchase Units and their component securities would be subject to transfer restrictions and certain registration rights, as described therein. The proceeds from the sale of Forward Purchase Units may be used as part of the consideration to the sellers in the initial Business Combination.

The Company’s initial stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company has until February 22, 2021 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination withinapproved the Combination Period.

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Tableengagement of Contents
AMCI ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
On May 15, 2020,Ernst & Young (Hellas) Certified Auditors Accountants S.A. (“EY”) as the Company held a special meeting of stockholders to seek stockholder approval to extend the Combination Period from May 20, 2020 to October 20, 2020. The stockholders voted in favor to extend the deadline to complete a Business Combination to October 20, 2020.  In addition, stockholders holding 7,126,888 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account.  As a result, approximately $72.6 million (approximately $10.18 per share) was removed from the Trust Account to pay such holders. Approximately $373,000 (equal to $0.025 for each share of Class A common stock that was not redeemed at the special meeting) will be deposited into the Trust Account for each calendar month, or portion thereof, that is needed by the Company to complete an initial business combination.  As of September 30, 2020, $1,865,649 was deposited into the Trust Account.

On October 16, 2020, the Company held a special meeting of stockholders to seek stockholder approval to extend the Combination Period from October 20, 2020 to February 22, 2021. The stockholders voted in favor to extend the deadline to complete a Business Combination to February 22, 2021.  In addition, stockholders holding 5,864,053 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account.  As a result, approximately $60.4 million (approximately $10.30 per share) was removed from the Trust Account to pay such holders.

The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting fee (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.00 per share.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per share or (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Marcum LLP, our independent registered public accounting firm andto audit the underwritersCompany’s consolidated financial statements for the year ending December 31, 2021. EY served as independent registered public accounting firm of the Initial Public Offering will not execute agreements with us waiving such claims to the monies held in the Trust Account.

The Company has principally financed its operations from inception using proceeds from the sale of its equity  securities to its stockholdersAdvent prior to the Initial Public OfferingBusiness Combination. Accordingly, Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm prior to the Business Combination, was informed that it would be replaced by EY as the Company’s independent registered public accounting firm following completion of its audit of the Company’s financial statements for the fiscal year ended December 31, 2020, which consists only of the accounts of the pre-Business Combination special purpose acquisition company.

Business Developments

Selection of Wearable Fuel Cell for the DOD 2021 Validation Program

On March 31, 2021, we announced that UltraCell’s 50 W Reformed Methanol Wearable Fuel Cell Power System (“Honey Badger”) had been selected by the U.S. Department of Defense’s (“DOD”) National Defense Center for Energy and suchEnvironment (“NDCEE”) to take part in its demonstration/validation program for 2021. The NDCEE is a DOD program that addresses high-priority environmental, safety, occupational health, and energy technological challenges that are demonstrated and validated at active installations for military application. UltraCell’s “Honey Badger 50” fuel cell is the only fuel cell that is part of this program that supports the U.S. Army’s goal of having a technology-enabled force by 2028.

Collaboration with the DOE

On March 1, 2021, we announced that we had entered into a joint development agreement (the “CRADA”) with the United States Department of Energy’s (“DOE”) Los Alamos National Laboratory (“LANL”), Brookhaven National Laboratory (“BNL”), and National Renewable Energy Laboratory (“NREL”). Under this CRADA, along with support from the DOE’s Hydrogen and Fuel Cell Technologies Office (“HFTO”), our team of scientists plan to work closely with its LANL, BNL, and NREL counterparts over the coming years to develop breakthrough materials to help strengthen U.S. manufacturing in the fuel cells sector and bring high-temperature proton exchange membrane (“HT-PEM”) fuel cells to the market.

UltraCell Purchase Agreement

On February 18, 2021, Advent Technologies Inc., entered into a Membership Interest Purchase Agreement with Bren-Tronics, Inc. (“Seller”) and UltraCell, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Seller (“UltraCell”) (the “Purchase Agreement”). Pursuant to the Purchase Agreement, and subject to the terms and conditions therein, on February 18, 2021, Advent acquired 100% of the issued and outstanding membership interests in UltraCell, for $4 million and a maximum of $2 million upon achievement of certain milestones. Advent also assumed the terms of Seller’s lease for property used in UltraCell’s operations in Livermore, California. From the respective acquisition, an amount $0.5 million recognized as Goodwill to the consolidated Balance Sheet.

Leases

On February 5, 2021, the Company entered into a lease agreement by and among the Company, in its capacity as Tenant, and BP Hancock LLC, a Delaware limited liability company, in its capacity as Landlord. The lease provides for the rental by the Company of office space at 200 Clarendon Street, Boston, MA 02116 for use as the Company’s executive offices. Under the terms of the lease, the Company leases 6,041 square feet at an initial fixed annual rent of $456,095.50. The term of the lease is for five years (unless terminated as provided in the lease). The Company provided security in the form of a security deposit in the amount of proceeds from$114,023.88.

On March 8, 2021, the saleCompany entered into a lease for 21,401 square feet as a product development and manufacturing center at Hood Park in Charlestown, MA. Under the terms of the Private Placement Warrants and the Initial Public Offering that were placed in an account outside of the Trust Account for working capital purposes. As of September 30, 2020, the Company had $109,940 in its operating bank account, $153,781,268 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of $(2,263,355), which excludes approximately $48,000 of franchise taxes and income tax payable that may be paid from interest earned on the Trust Account. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or February 22, 2021, the date thatlease, the Company will be requiredpay an initial fixed annual rent of $1,498,070.00. The lease has a term of eight years and five months, with an option to cease all operations exceptextend for five years and is expected to commence in June 2021. The Company is obliged to provide security in the purposeform of winding up, if a Business Combination is not consummated.
security deposit in the amount of $750,000.00, upon commencement of the lease.


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AMCI ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTSRecent Developments
SEPTEMBER 30, 2020
(Unaudited)On April 16, 2021 the Company paid the $2 million of contingent consideration required to be paid to UltraCell’s former holders of membership interests pursuant to the terms of the Purchase Agreement with Bren-Tronics.

On May 5, 2021, the Company, in collaboration with a consortium of DEPA Commercial, Damco Energy (Kopelouzos Group), PPC Greece, DESFA, Hellenic Petroleum, Motor Oil, Corinth Pipeworks, TAP and Terna Energy, submitted to the Greek government the group’s “White Dragon” proposal for the development of an innovative, integrated green hydrogen project in Greece. The proposal aims to transition Greece to clean energy production and transmission, with the ultimate goal of decarbonizing the energy system. The proposal plans to use large-scale renewable electricity to produce green hydrogen, which would then be stored and through high-temperature fuel cells developed and manufactured by the Company, to supply Greece with clean electricity, green energy and heat. The proposal includes for the study and construction of a dedicated hydrogen pipeline in Greece to link green hydrogen production with large hydrogen end users, as well as plans to implement the first widescale hydrogen fueled projects for the entire transportation section, including heavy duty trucks, trains and cars. The combined projected budget for the proposal, if approved in its entirety by the European and Greek authorities, is € 8.063 billion.

Comparability of Financial Information

Advent’s results of operations and statements of assets and liabilities may not be comparable between periods as a result of the Business Combination.
Key Factors Affecting Our Results
Advent believes that its performance and future success depend on several factors that present significant opportunities for Advent but also pose risks and challenges, including those discussed below.

Increased Customer Demand

Based on conversations with existing customers and incoming inquiries from new customers, Advent anticipates substantial increased demand for its MEAs from a wide range of customers as it scales up its production facilities and testing capabilities, and as the awareness of its MEA capabilities becomes widely-known in the industry. Advent expects both its existing customers to increase order volume, and to generate substantial new orders from major organizations, with some of whom it is already in discussions regarding prospective commercial partnerships and joint development agreements. As of March 31, 2021, Advent was still generating a low level of revenues compared to its future projections and has not made any commercial sales to these major organizations.

Successful development of the Advanced MEA product

Advent’s future success depends in large part on the increasing integration of the hydrogen fuel cell into the energy transition globally over the next decade. In order to become cost-competitive with existing renewable power generation and energy storage technology and achieve widespread adoption, fuel cells will need to achieve substantial improvement in the cost/kw performance ratio delivered to prospective fuel cell customers, predominantly OEMs, System Integrators and major energy companies. Advent expects to play an important enabling role in the adoption of hydrogen fuel cells, as its MEA technology is the critical determining factor in the cost/kw performance ratio of the fuel cells. In partnership with the Los Alamos National Laboratory, Advent is currently developing its next generation MEA technology (“Advanced MEA”) which is anticipated to deliver as much as three times the power output of its current MEA product. Whilst Advent is already projecting being able to pass through substantial cost benefits to its customers through economies of scale as it increases MEA production, the successful development of the Advanced MEA will be an important factor in delivering the required improvement in cost/kw performance to Advent’s customers.

Note 2 - Summary25

Basis of Presentation


The accompanyingAdvent’s unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statementshave been prepared in accordance with GAAP have beenU.S. GAAP. The Company has determined that it operates in one reportable segment. See Note 1 “Basis of Presentation” in the accompanying unaudited condensed or omitted, pursuantconsolidated financial statements for more information.
Components of Results of Operations

Revenue, net

Revenues consist of sales of goods (MEAs, membranes, fuel cell stacks, fuel cell systems and electrodes). Advent expects revenues to increase materially and be weighted towards MEA sales over time, in line with the projected increase in MEA production in response to customer demand.
Cost of Revenues

Cost of revenues consists of consumables, raw materials, processing costs and direct labor costs associated with the assembly and manufacture of MEAs, membranes, fuel cell stacks and electrodes. Advent expects cost of revenues to increase substantially in line with MEA production.
Income from Grants

Income from grants consists of cash subsidies received from research agencies and other national and international organizations in support of Advent’s research and development activities. Advent expects to continue to be eligible for grant income and remains in discussion with a number of prospective grantors in relation to a number of product development activities.
Research and Development Expenses

Research and development expenses consist of costs associated with Advent’s research and development activities, such as laboratory costs and sample material costs. Advent expects its research and development activities to increase substantially as it invests in improved technology and products.

Administrative and Selling Expenses

Administrative and selling expenses consist of travel expenses, indirect labor costs, fees paid to consultants, third parties and service providers, taxes and duties, legal and audit fees, depreciation, business development salaries and limited marketing activities. Advent expects administrative and selling expenses to increase in line with MEA production and revenue as the business scales up, and as a result of operating as a public company, including compliance with the rules and regulations of the SEC, for interim financial reporting. Accordingly, they do not include alllegal, audit, additional insurance expenses, investor relations activities and other administrative and professional services. Depreciation is also expected to increase as the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. Operating results for the three and nine months ended September 30,2020 is not necessarily indicativeCompany invests in fixed assets in support of the results that may be expected for the year ended December 31,2020.  In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentationscale-up of the financial position,business.

Other Income / Expenses

Other operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filedincome / (expenses) consist of additional de minimis incidental operating income / (expenses) incurred by the Company with the SEC on March 27, 2020.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

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AMCI ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
Cash and cash equivalents held in Trust Account

At September 30,2020, the assets held in the Trust Account were invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.  The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash equivalents totaling $153,781,268 and $225,433,349 held in Trust Account as of September 30,2020 and December 31,2019, respectively.  During the nine months ended September 30,2020, the Company withdrew $1,765,098 from interest accrued on the Trust Account for the payment of franchise taxes andbusiness. These income taxes. On May 21,2020, the Company withdrew $72,585,441 for payment to the shareholders who redeemed their shares.  On October 20,2020, the Company withdrew $40,000 from interest accrued on the Trust Account for the payment of franchise taxes.  On October 20,2020, the Company withdrew an additional $60,404,995 for payment to the shareholders who redeemed their shares.

Common stock subject to possible redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets.

Net loss per common share

Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. An aggregate of 13,471,011 and 20,866,262 shares of common stock subject to possible redemption at September 30, 2020 and September 30, 2019, respectively, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 27,962,493 shares of common stock, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented.

Reconciliation of net loss per common share

The Company’s net loss/income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the income of the Trust Account and not the income or losses of the Company.  Accordingly, basic and diluted loss per common share is calculated as follows:

 
For the
Three Months
Ended
September 30, 2020
  
For the
Nine Months
Ended
September 30, 2020
  
For the
Three Months
Ended
September 30, 2019
  
For the
Nine Months
Ended
September 30, 2019
 
Net (loss) income $(617,905) $(671,595) $815,158  $2,448,343 
Less: Income attributable to common stock subject to possible redemption  0   (228,483)  (879,363)  (2,703,586)
Adjusted net loss $(617,905) $(900,078) $(64,205) $(255,243)
Weighted average shares outstanding, basic and diluted  6,816,278   6,753,460   6,699,373   6,695,791 
Basic and diluted net loss per common share $(0.09) $(0.13) $(0.01) $(0.04)

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AMCI ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences/ (expenses) are expected to be recovered or settled. The effect on deferred tax assets and liabilities ofremain at a change in tax rates is recognized in incomede minimis level in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.future.


ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were 0 unrecognized tax benefits and 0 amounts accrued for interest and penalties as of September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL”) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statement of operations.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Change Fair Value of Financial InstrumentsWarrant Liability


TheChange of fair value of warrant liability amounting to $9,765,625 represents the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Note 3 – Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 22,052,077 units at a pricechange of $10.00 per Unit. Each Unit consists of 1 share of Class A common stock and 1 redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase 1 share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). On May 20, 2020, 7,126,888 shares were redeemed.  On October 20,2020,5,864,053 shares were redeemed.

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AMCI ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
Note 4 - Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,500,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant for an aggregate purchase price of $5,500,000. Simultaneously with the exercise of the over-allotment, the Sponsor purchased an aggregate of 410,416 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $410,416. Each Private Placement Warrant is exercisable for 1 share of Class A common stock at a price of $11.50 per share. The proceeds from the salefair value of the Private Placement Warrants were addedand Working Capital Warrants from February 4, 2021 to March 31, 2021.

Finance Costs

Finance costs consist mainly of bank charges. Finance costs are not anticipated to increase materially as Advent is not intending to take on substantial borrowings at the proceeds from the sale of the Unitscorporate level in the Initial Public Offering held in the Trust Account. Ifnear future.

Foreign exchange differences, net

Foreign exchange differences, net consists of foreign exchange gains and interest on deposits. As the Company does not completescales up, its foreign exchange exposure is likely to increase given its revenues are denominated in both euros and dollars, and a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The warrants will expire five years after the completionsubstantial proportion of the Company’s Business Combination or earlier upon liquidation.costs are denominated in euros.

The Sponsor, and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.


Note 5 - Related Party Transactions

Founder Shares

On June 25, 2018, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a 1-for-one basis, subject to adjustments as described in Note 7.  In October 2018, the Sponsor transferred 35,000 founder shares to each of Messrs. Uren, Clark and Grant, the Company’s independent director nominees, and 100,000 each to Messrs. Hunter, Beem and Patel, the Company’s officers.

As a result of the partial exercise of the over-allotment option by the Underwriters and the expiration of the remaining portion of the over-allotment option, the Sponsor forfeited 236,981 Founder Shares.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement with an affiliate of the Sponsor whereby, commencing on November 16, 2018 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company agreed to pay the affiliate $10,000 per month for office space, utilities and secretarial and administrative support. For the nine months ended September 30, 2020 and 2019, the Company recorded $90,000 in fees in connection with such services in general and administrative expenses in the accompanying statements of operations. There were 0 fees payable and outstanding as of September 30, 2020 and 2019 and December 31, 2019.

Related Party Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.

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AMCI ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)

Note 6 – Commitments

Registration Rights

Pursuant to a registration rights agreement entered into on November 15, 2018, the holders of the Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants), Forward Purchase Units (and any shares of Class A Common Stock issuable upon the exercise of the Forward Purchase Units and the Shares of Class A Common Stock underlying the warrants underlying the Forward Purchase Units) and securities that may be issued upon conversion of Working Capital Loans are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Other Agreements

In May 2018, the Company entered into an agreement with a legal firm to assist the Company with a potential business combination and related securities and corporate work. The Company has agreed to pay a portion of the invoices and the payment of the remaining amount will be deferred until the consummation of the Business Combination.

In November 2018, the Company entered into an agreement with a transfer agent and trust company. The Company has paid a portion of the initial fees and the payment of the remaining amount will be deferred until the consummation of the Business Combination.

As of September 30, 2020, the aggregate amount deferred for such legal firm and transfer agent and trust company was $234,948. The deferred amount is an unrecognized contingent liability, as closing of a potential Business Combination was not considered probable as of September 30, 2020.

On May 20, 2020, the Company issued a promissory note (the “Note”) in the principal amount of up to $2,365,649 to an affiliate of a business combination target (the “Lender”), pursuant to which Lender agreed, among other things, to loan the Company the necessary funds to deposit in the Company’s Trust Account for each share of the Company’s Class A common stock (“Public Share”) that was not redeemed in connection with the extension of the Company’s termination date from May 20, 2020 until October 20, 2020. The Note provides that, commencing May 20, 2020, Lender shall advance to the Company monthly payments of approximately $373,000, up to a maximum amount of approximately $1.9 million. The Company will deposit these advances into the Company’s Trust Account and such amounts will be distributed either to: (i) all of the holders of Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Company’s initial business combination. Lender will also advance the Company up to $500,000 to pay fees and expenses incurred by the Company in completing its initial business combination. The Note bears no interest unless the Company enters into a definitive agreement for an initial business combination with a party that is not affiliated with Lender (“Third Party Business Combination”), in which case the Note will bear interest at 1% per annum. The Note is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial business combination or (ii) February 22, 2021, pursuant to the Amendment to Promissory Note dated October 12,2020. The Company’s obligations under the Note are subject to a limited recourse guarantee by the Sponsor and are secured by a portion of the founder shares and private placement warrants (the “Pledged Securities”) of the Company owned by Sponsor. Following the occurrence of a Third Party Business Combination, no amounts will be due under the Note if Lender elects to realize under the Pledged Securities.  As of September 30,2020, the outstanding amount is $2,330,304. On November 5, 2020, the Company borrowed an additional $35,344.

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AMCI ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)


Note 7 - Stockholders’ Equity

Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2020 and December 31, 2019, there were 0 shares of preferred stock issued or outstanding.

Common Stock

Class A Common Stock - The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to 1 vote for each share. At September 30, 2020 and December 31, 2019, there were 1,454,178 and 1,205,623 shares of Class A common stock issued and outstanding, excluding 13,471,011 and 20,846,454 shares of common stock subject to possible redemption, respectively.

Class B Common Stock - The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to 1 vote for each share. At September 30, 2020 and December 31, 2019, there were 5,513,019 shares of Class B common stock issued and outstanding.

Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a 1-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent securities issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

Warrants - Each warrant is exercisable to purchase 1 share of Class A common stock at an exercise price of $11.50 per share.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
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AMCI ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)

Once the warrants become exercisable, the Company may redeem the Public Warrants:

–in whole and not in part;

–at a price of $0.01 per warrant;

–upon not less than 30 days’ prior written notice of redemption; and

–
if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

–if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Note 8 - Fair Value Measurements

The Company follows the guidance of ASC 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

●
Level 1 : Observable inputs such as quoted prices in active markets;

●
Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

●
Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

14
Table of Contents
AMCI ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
The following table presents information about the Company’s assets that are measured on a recurring basis at September 30, 2020 and December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

September 30, 2020

Description 
Quoted Prices in
Active Markets
(Level 1)
  
Significant Other
Observable
Inputs (Level 2)
  
Significant Other
Unobservable
Inputs (Level 3)
 
Cash and cash equivalents held in Trust Account $153,781,268   0   0 

December 31, 2019

Description 
Quoted Prices in
Active Markets
(Level 1)
  
Significant Other
Observable
Inputs (Level 2)
  
Significant Other
Unobservable
Inputs (Level 3)
 
Cash and cash equivalents held in Trust Account $225,433,349   0   0 

Note 9 - Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than described in these condensed financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

On October 12, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AMCI Merger Sub Corp., a Delaware corporation and newly formed wholly-owned subsidiary of the Company (“Merger Sub”), AMCI Sponsor LLC, a Delaware limited liability company (the “Sponsor”), solely in the capacity as the representative from and after the effective time of the Merger (as defined below) (the “Effective Time”) for the shareholders of the Company (other than the Advent stockholders) (the “Purchaser Representative”), Advent Technologies, Inc., a Delaware corporation (“Advent”), and Vassilios Gregoriou, solely in his capacity as the representative from and after the Effective Time for the Advent stockholders (the “Seller Representative”).

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into Advent (the “Merger” and, together with the Warrant Amendment and the other transactions contemplated by the Merger Agreement, the “Transactions”), with Advent continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company.  In the Merger, (i) all shares of Advent common stock and Advent preferred stock (together, “Advent Stock”) issued and outstanding immediately prior to the Effective Time (other than those properly exercising any applicable dissenters rights under Delaware law) will be converted into the right to receive the Merger Consideration (as defined below) (with Advent preferred stock treated on an as-converted to Advent common stock basis); and (ii) all outstanding options, warrants or rights to subscribe for or purchase any capital stock of Advent or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of Advent that have not been exercised or converted prior to the Effective Time will be cancelled, retired and terminated without any liability to Advent with respect thereto.  At the Closing, the Company will amend its charter to, among other matters, change its name to “Advent Technologies Holdings Inc.”.

The aggregate merger consideration to be paid pursuant to the Merger Agreement to holders of Advent Stock as of immediately prior to the Effective Time (“Advent Stockholders”) will be an amount equal to (the “Merger Consideration”) (i) $250 million, minus (ii) the estimated consolidated indebtedness of Advent and its subsidiaries as of the Closing, net of their estimated consolidated cash and cash equivalents (“Closing Net Indebtedness”).  The Merger Consideration to be paid to Advent Stockholders will be paid solely by the delivery of new shares of the Company’s Class A Common Stock, each valued at $10.00 per share.  The Closing Net Indebtedness (and the resulting Merger Consideration) is based solely on estimates determined shortly prior to the Closing and is not subject to any post-Closing true-up or adjustment.  The Merger Consideration will be allocated among holders of Advent Stock (including holders based on their pro rata ownership in Advent as of immediately prior to the Effective Time (treating Advent preferred stock on an as-converted to common stock basis for such purposes and including Advent Convertible Securities that have exercised or converted prior to the Effective Time).

For further information on Advent, the Merger Agreement, and the Transactions, please see the Form 8-K filed by the Company with the SEC on October 16, 2020 and Form S-4 filed by the Company on November 9, 2020.


15
Income tax




ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to AMCI Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, referencesIncome tax expense relates to the “sponsor” refercurrent income tax charge for the Company’s operations in Greece. This category is expected to AMCI Sponsor LLC. increase in future as the Company generates sales and profits from its operations in both Greece and the U.S.

Amortization of intangibles

The following discussionprovisional value of $5 million of intangibles relates to trademarks, patents, customer relationships, customer contracts and analysisknow-how. Those intangibles mainly relate to definite-live intangible assets with estimated useful lives that vary between 3-10 years, with the exception of contract backlogs which are amortized over the remaining period of the Company’s financial conditioncontracts assumed based on income approach. During the period from acquisition and resultsup to March 31, 2021, the Company has recognized in the condensed consolidated statement of operations should be read in conjunction withamortization for those intangibles of $0.2 million. As noted earlier, the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27Afair value of the Securities Act of 1933 and Section 21Eacquired identifiable intangible assets is provisional pending receipt of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of managementfinal valuations for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.these assets.

Overview

We are a blank check company incorporated on June 18, 2018 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the sale of the private placement warrants that occurred simultaneously with the completion of our initial public offering, our capital stock, debt or a combination of cash, stock and debt.

The issuance of additional shares of our stock in a business combination:

●may significantly dilute the equity interest of investors, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B common stock;

●may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;

●could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

●may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and

●may adversely affect prevailing market prices for our Class A common stock and/or warrants.

16

Similarly, if we issue debt securities or otherwise incur significant indebtedness, it could result in:

●default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations;

●acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

●our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

●our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

●our inability to pay dividends on our common stock;

●using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

●limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

●increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

●limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and

●other purposes and other disadvantages compared to our competitors who have less debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.

Recent Developments

On October 12, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AMCI Merger Sub Corp., a Delaware corporation and newly formed wholly-owned subsidiary of the Company (“Merger Sub”), AMCI Sponsor LLC, a Delaware limited liability company (the “Sponsor”), solely in the capacity as the representative from and after the effective time of the Merger (as defined below) (the “Effective Time”) for the shareholders of the Company (other than the Advent stockholders) (the “Purchaser Representative”), Advent Technologies, Inc., a Delaware corporation (“Advent”), and Vassilios Gregoriou, solely in his capacity as the representative from and after the Effective Time for the Advent stockholders (the “Seller Representative”).

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into Advent (the “Merger” and, together with the Warrant Amendment and the other transactions contemplated by the Merger Agreement, the “Transactions”), with Advent continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company.  In the Merger, (i) all shares of Advent common stock and Advent preferred stock (together, “Advent Stock”) issued and outstanding immediately prior to the Effective Time (other than those properly exercising any applicable dissenters rights under Delaware law) will be converted into the right to receive the Merger Consideration (as defined below) (with Advent preferred stock treated on an as-converted to Advent common stock basis); and (ii) all outstanding options, warrants or rights to subscribe for or purchase any capital stock of Advent or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of Advent that have not been exercised or converted prior to the Effective Time will be cancelled, retired and terminated without any liability to Advent with respect thereto.  At the Closing, the Company will amend its charter to, among other matters, change its name to “Advent Technologies Holdings Inc.”.

17

The aggregate merger consideration to be paid pursuant to the Merger Agreement to holders of Advent Stock as of immediately prior to the Effective Time (“Advent Stockholders”) will be an amount equal to (the “Merger Consideration”) (i) $250 million, minus (ii) the estimated consolidated indebtedness of Advent and its subsidiaries as of the Closing, net of their estimated consolidated cash and cash equivalents (“Closing Net Indebtedness”).  The Merger Consideration to be paid to Advent Stockholders will be paid solely by the delivery of new shares of the Company’s Class A Common Stock, each valued at $10.00 per share.  The Closing Net Indebtedness (and the resulting Merger Consideration) is based solely on estimates determined shortly prior to the Closing and is not subject to any post-Closing true-up or adjustment.  The Merger Consideration will be allocated among holders of Advent Stock (including holders based on their pro rata ownership in Advent as of immediately prior to the Effective Time (treating Advent preferred stock on an as-converted to common stock basis for such purposes and including Advent Convertible Securities that have exercised or converted prior to the Effective Time).

For further information on Advent, the Merger Agreement, and the Transactions, please see the Form 8-K filed by the Company with the SEC on October 16, 2020 and Form S-4 filed by the Company on November 9, 2020.

Results of Operations

Comparison of the Three Months Ended March 31, 2021 to Three Months Ended March 31, 2020
We have neither engaged in anyThe following table sets forth a summary of our consolidated results of operations nor generated any revenues to date. Our only activities from inception to September 30, 2020 were organizational activities, those necessary to prepareand consolidated results of cash flows for the Initial Public Offering, described below,years indicated, and identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completionchanges between periods.

​
 Three months ended March 31,       
​
 2021  2020  $ change  % change 
Revenue, net
 
$
1,489,292
  
$
100,266
   
1,389,026
   
1,385.34
%
Cost of revenues
  
(347,342
)
  
(66,037
)
  
(281,305
)
  
425.98
%
Gross profit/(loss)
  
1,141,950
   
34,229
   
1,107,721
   
3,236.11
%
Income from grants
  
38,453
   
228,764
   
(190,311
)
  
(83.19
%)
Research and development expenses
  
(29,082
)
  
(51,269
)
  
22,187
   
(43.28
%)
Administrative and selling expenses
  
(7,921,858
)
  
(302,669
)
  
(7,619,189
)
  
2,517,33
%
Amortization of intangibles
  
(186,760
)
  
-
   
(186,760
)
  
N/A
 
Operating Loss
  
(6,957,297
)
  
(90,945
)
  
(6,866,352
)
  
7,550.00
%
Finance costs
  
(10,280
)
  
(2,523
)
  
(7,757
)
  
307.45
%
Change fair value of warrant liability
  
9,765,625
   
-
   
9,765,625
   
N/A
 
Foreign exchange differences, net
  
23,955
   
(18,587
)
  
42,542
   
(228.88
)%
Other income/ (expense)
  
83,671
   
(104,561
)
  
188,232
   
(180.02
)%
                 
Income / (Loss) before income tax
  
2,905,674
   
(216,616
)
  
3,122,290
   
(1,441.39
%)
Net income/(loss)
 
$
2,905,674
  
$
(216,616
)
  
3,122,290
   
(1,441.39
%)
Net income/(loss) per share, basic  0.08   (0.01)
  0.09   N/A 
Weighted Average shares outstanding, Basic  37,769,554   14,979,803   N/A   N/A 
Net income/(loss) per share, diluted  0.07   (0.01)
  0.08   N/A 
Weighted Average shares outstanding, Diluted  40,987,346   14,979,803   N/A   N/A 

Revenue, net

Our total revenue from product sales increased by approximately $1.4 million or 1,385% from approximately $0.1 million in the form of interestthree months ended March 31, 2020 to approximately $1.5 million in the year ended March 31, 2021. The increase in revenue was related to increased demand from customers for Advent’s MEAs and dividend income on our marketable securities. We incur expensesother products, as a result of being a public company (for legal, financial reporting, accountingAdvent’s customers increasing their own testing and auditing compliance), as well as for due diligence expensesusage of Advent’s products.

Cost of Revenue

Cost of revenues increased by approximately $0.3 million or 426% from approximately $0.1 million in connection with completing a Business Combination.

For the three months ended September 30,March 31, 2020 we had net loss of $617,905, which consists of dividend and interest income on marketable securities heldto approximately $0.3 million in the trust account of $39,434, offset by operating costs of $464,612 and a provision for income taxes of $192,727.

For the nine months ended September 30, 2020, we had net loss of $671,595, which consists of dividend and interest income on marketable securities held in the trust account of $832,809, offset by operating costs of $1,083,536 and a provision for income taxes of $420,868.

For the three months ended September 30, 2019, we hadMarch 31, 2021. The increase in cost of revenues was directly related to the increased revenues across the two years and the requirement for increased production of MEAs and other products to satisfy customer demand. Gross margins were higher for the three months ended March 31, 2021, reflecting a more mature mix of revenues leading to more normalized pricing arrangements.

Our Gross Profit, which is Revenue, net incomeminus the Cost of $815,158, which consists of dividend and interest income on marketable securities heldRevenue increased to $1.1 million in the trust account of $1,179,253, offset by operating costs of $164,179 and a provision for income taxes of $199,916.

For the ninethree months ended September 30, 2019, we had net income of $2,448,343, which consists of dividendMarch 31, 2021.

Research and interest income on marketable securities heldDevelopment Expenses

Research and development expenses decreased in comparison to the prior year, decreasing from approximately $0.05 million in the trust accountthree months ended March 31, 2020 to approximately $0.03 million in the three months ended March 31, 2021 due to decreased activity in Advent’s research and development function as the business continues to look to develop and improve its product suite in order to respond to anticipated future customer demand.

Administrative and Selling Expenses

Administrative and selling expenses were approximately $7.9 million in the three months ended March 31, 2021, and $0.3 million in the three months ended March 31, 2020. The increase was primarily due to one-time transaction costs post merger amounting to $5.9 million.

Change of $3,710,334, offset by operating costsfair value of $558,936Warrant Liability

Change of fair value of warrant liability amounting to $9,765,625 was due to the change of fair value of the Private Placement Warrants and a provision for income taxes of $703,055.Working Capital Warrants from February 4, 2021 to March 31, 2021.


Liquidity and Capital Resources


On November 20, 2018, the Company consummated its initial public offering (“IPO”) of 20,000,000 units (the “Units”). Each Unit consists of one share of Class A common stockAs of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one warrantdate of this filing of the Company (“Warrant”), with each Warrant entitling the holder thereofQuarterly Report on form 10-Q, Advent’s existing cash resources and projected cash inflows are anticipated to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceedsbe sufficient to the Company of $200,000,000. The Company had granted the underwriterssupport planned operations for the IPO (the “Underwriters”) a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (“Over-Allotment Units”). On November 27, 2018,next 12 months after the Underwriters exerciseddate hereof. This is based on the optionamount of cash we raised in partthe business combination and purchased an aggregate of 2,052,077 Over-Allotment Units, which were sold at an offering price of $10.00 per Unit, generating gross proceeds of $20,520,770.projected income during the financial year 2021.

On November 20, 2018, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 5,500,000 warrants (the “Private Placement Warrants”) to AMCI Sponsor LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $5,500,000. On November 27, 2018, in connection with the sale of Over-Allotment Units, the Company consummated a private sale of an additional 410,416 Private Placement Warrants to the Sponsor, generating gross proceeds of $410,416.


18
28
Cash flows from Operating Activities


A total of $220,520,770, (or $10.00 per Unit) comprised of $216,110,354 ofAdvent’s cash flows from operating activities reflect the proceeds fromincome statement position adjusted for working capital movements in current assets and liabilities. As Advent grows, it expects that operating cash flows will be affected by increased working capital needs to support growth in personnel-related expenditures and fluctuations in accounts payable and other current assets and liabilities.

Net cash used to operating activities was approximately $12.2 million for the IPO (including the Over-Allotment Units) and $4,410,416 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.

For the ninethree months ended September 30, 2020,March 31, 2021, which related to outflows in connection with one-time transactions costs, settlement of unpaid executive compensations and costs associated with insurances services and other consulting services.

Net cash used in operating activities was $2,640,235, consisting primarilyapproximately $0.3 million for the three months ended March 31, 2020, mainly related to payments to suppliers net of net lossreceipts from customers.

Cash Flows from Investing Activities

Advent’s cash flows from investing activities represents the cash amount of $671,595, offset by dividends earned$4 million paid at the consummation of the acquisition of UltraCell, LLC on marketable securities heldFebruary 18, 2021. Advent expects to invest substantially in fixed assets, plant and equipment in the trust account of $832,809. Changes in operating assets and liabilities used $1,135,831 ofnear future as it executes its product development programs.

Cash Flows from Financing Activities

Advent’s cash flows from operating activities. On May 20, 2020, 7,126,888 shares were redeemed, and $72,585,441 was withdrawn from the Trust Accountfinancing activities for the redemption shares.  On October 20, 2020, an additional 5,864,053 shares were redeemed, and $60,404,995 was withdrawn fromthree months ended March 31, 2021 represent the Trust Account for the additional redemption shares. As of September 30, 2020, proceeds of $1,865,648 from the Note were deposited into the Trust Account.

On May 20, 2020, the Company issued the Note in the principalcash amount of up to $2,365,649 to the Lender. As of September 30, 2020, the outstanding amount is $2,330,304. On November 5, 2020, the Company borrowed an additional $35,344.

We intend to use substantially all of the funds held in the trust account (excluding deferred underwriting fees) to complete our business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2020, we had cash of $109,940 held outside the trust account, working capital of $(2,263,355), and $4,529,378 of interest available to pay for our tax obligations.  We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we would repay such loaned amounts. In the event that a business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such working capital loans may be convertible into warrantscontributed at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreement exist with respect to such loans.  We do not seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business through February 22, 2021. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of Public Shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. In addition, we intend to target businesses larger than we could acquire with the net proceeds of our initial public offering and the sale of the private placement units, and may as a result be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Based on the foregoing, management believes that the Company has sufficient liquidity to meet its anticipated obligations through the earlier of the Company's consummation of a Business Combination and its liquidation from the date of issuancethe Merger dated February 4, 2021.

Contract Assets and Contract Liabilities

A contract asset results when goods or services have been transferred to the customer, but payment is contingent upon a future event, other than the passage of time. As at March 31, 2021, Advent recognized contract assets of $0.7 million in the consolidated balance sheet. As at December 31, 2020, Advent recognized contract assets of $0.09 million in the consolidated balance sheet.

Advent recognizes contract liabilities when we receive customer payments in advance of the financial statements.performance obligations being satisfied on our contracts. As at March 31, 2021, Advent recognized contract liabilities of $0.04 million in the unaudited consolidated balance sheet. As at December 31, 2020, Advent recognized contract liabilities of $0.2 million in the consolidated balance sheet.


19

Off-balanceOff-Balance Sheet FinancingCommitments and Arrangements


We have no obligations, assets or liabilities, which would be consideredSince the date of our incorporation, Advent has not engaged in any off-balance sheet arrangements, as of September 30, 2020. We do not participatedefined in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities, other than an agreement to pay an affiliate of our sponsor a monthly fee of $10,000 for office space, utilitiesrules and administrative support to us. We began incurring these fees on November 16, 2018 and will continue to incur these fees monthly until the earlierregulations of the completion of the business combination and our liquidation.SEC.


Critical Accounting Policies and Estimates


Advent’s financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires managementAdvent to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the balance sheet date, as well as the reported expenses incurred during the reporting period. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to Advent’s financial statements.

Emerging Growth Company Status

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. Advent elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, Advent, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard, until such time Advent is no longer considered to be an emerging growth company. At times, Advent may elect to early adopt a new or revised standard. See Note 2 in the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information about the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the three months ending March 31, 2021 and 2020.

In addition, Advent intends to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, Advent intends to rely on such exemptions, Advent is not required to, among other things: (a) provide an auditor’s attestation report on Advent’s system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

Advent will remain an emerging growth company under the JOBS Act until the earliest of (a) the last day of Advent’s first fiscal year following the fifth anniversary of the closing of the Business Combination, (b) the last date of Advent’s fiscal year in which Advent has total annual gross revenue of at least $1.1 billion, (c) the date on which Advent is deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which Advent has issued more than $1.0 billion in non-convertible debt securities during the previous three years.

While Advent’s significant accounting policies are described in the notes to Advent’s financial statements (see Note 2 in the unaudited condensed consolidated financial statements), Advent believes that the following accounting policies require a greater degree of judgment and complexity. Accordingly, these are the policies Advent believes are the most critical to aid in fully understanding and evaluating Advent’s financial condition and results of operations.

Revenue Recognition from January 1, 2019

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), as amended, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. We adopted ASU No. 2014-09 on January 1, 2019, using the modified retrospective approach to all contracts not completed at the date of initial application. The prior period comparative information has not been restated and continues to be reported under the accounting guidance in effect for that period.

In accordance with ASC 606, revenue is recognized when control of the promised goods or services are transferred to a customer in an amount that reflects the consideration that the Company expects to receive in exchange for those services. We apply the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its arrangements:

identify the contract with a customer,
identify the performance obligations in the contract,
determine the transaction price,
allocate the transaction price to performance obligations in the contract, and

recognize revenue as the performance obligation is satisfied.

With significant and recurring customers, we negotiate written master agreements as framework agreements (general terms and conditions of trading), following individually purchase orders. For customers with no master agreements, the approved purchase orders form the contract. Effectively, contracts under the revenue standard have been assessed to be the purchase orders agreed with customers.

We have assessed that each product sold is a single performance obligation because the promised goods are distinct on their own and within the context of contract. In cases where the agreement includes customization services for the contracted products, we are providing integrated services; therefore, the goods are not separately identifiable, but are inputs to produce and deliver a combined output and form a single performance obligation within the context of the contract. Furthermore, we assessed whether it acts as a principal or agent in each of its revenue arrangements and has concluded that in all sales transactions it acts as a principal. Additionally, we, taking into consideration the guidance and indicative factors provided by ASC 606, concluded that it provides assurance type warranties (warranty period is up to 45 days) as it does not provide a service to the customer beyond fixing defects that existed at the time of sale. We, based on historical performance, current circumstances, and projections of trends, estimated that no allowance for returns as per warranty policy should be recognized, at the time of sale, accounted for under ASC 460, Guarantees.

Under ASC 606, we estimate the transaction price, including variable consideration, at the commencement of the contract and recognizes revenue over the contract term, rather than when fees become fixed or determinable. In other words, where contracts with customers include variable consideration (i.e. volume rebates), we estimate at contract inception the variable consideration and adjust the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Furthermore, no material rights or significant financing components have been identified in our contracts. Payment terms generally include advance payment requirements. The time between a customer’s payment and the receipt of funds is less than one year. Payment terms are in the majority fixed and do not include variable considerations, except from volume rebates.

Revenue from satisfaction of performance obligations is recognized based on identified transaction price. The transaction price reflects the amount to which we have rights under the present contract. It is allocated to the distinct performance obligations based on standalone selling prices of the services promised in the contract. In cases of more than one performance obligation, we allocate transaction price to the distinct performance obligations in proportion to their observable stand-alone selling prices and recognizes revenue as those performance obligations are satisfied.

In the majority of cases of product sales, revenue is recognized at a point in time when customer obtains control of the respective goods that is, when the products are shipped from our facilities as control passes to the customer in accordance with agreed contracts and the stated shipping terms. In cases where the contract includes customization services, which one performance obligation is identified, revenue is recognized over time as our performance does not create an asset with alternative use and we have an enforceable right to payment for performance completed to date. We use the input method (i.e. cost-to cost method) to measure progress towards complete satisfaction of the performance obligation.

Income from grants and related deferred income

Grants include cash subsidies received from various institutions and organizations. Grants are recognized as other income. Such amounts are recognized in the consolidated statements of operations when all conditions attached to the grants are fulfilled.

Condition to the grants would not be fulfilled unless related costs have been characterized as eligible by the grantors, are actually incurred and there is certainty that costs are allowable. These grants are recognized as deferred income when received and recorded in income when the eligible and allowable related costs and expenses are incurred. Under all grant programs, a coordinator is specified. The coordinator, among other, receives the funding from the grantor and proceeds to its distribution to the parties agreed in the process specified in the program. We assessed whether it acts as a principal or agent in its role as a coordinator for specific grants and has concluded that in all related transactions it acts as an agent.

Goodwill

The Company allocates the fair value of purchase consideration transferred in a business acquisition to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration transferred over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired licenses, trade names, in process research and development ("R&D"), useful lives and discount rates, patents, customer clientele, customer contracts and know-how. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statement of operations.

For significant acquisitions, the Company obtains independent appraisals and valuations of the intangible (and certain tangible) assets acquired and certain assumed obligations as well as equity. The Company analyzes each acquisition individually and all acquisitions within each reporting period in aggregate to determine if those are material acquisitions in the context of ASC 805-10-50.

The estimated fair values and useful lives of identified intangible assets are based on many factors, including estimates and assumptions of future operating performance and cash flows of the acquired business, estimates of cost avoidance, the nature of the business acquired, the specific characteristics of the identified intangible assets and our historical experience and that of the acquired business. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including product demand, market conditions, regulations affecting the business model of our operations, technological developments, economic conditions and competition.

We conduct a goodwill impairment analysis annually in the fourth fiscal quarter, as of October 1, and as necessary if changes in facts and circumstances indicate that the fair value of our reporting units may be less than their carrying amounts. When indicators of impairment do not exist and certain accounting criteria are met, we are able to evaluate goodwill impairment using a qualitative approach. When necessary, our quantitative goodwill impairment test consists of two steps. The first step requires that we compare the estimated fair value of our reporting units to the carrying value of the reporting unit’s net assets, including goodwill. If the fair value of the reporting unit is greater than the carrying value of its net assets, goodwill is not considered to be impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value of its net assets, we would be required to complete the second step of the test by analyzing the fair value of its goodwill. If the carrying value of the goodwill exceeds its fair value, an impairment charge is recorded. Currently, we identify one reporting unit.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and expenses duringliabilities of a change in tax rates is recognized in income in the periods reported. Actual resultsperiod that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. We are currently not aware of any issues under review that could materially differresult in significant accruals or material deviation from those estimates. our position. We are subject to income tax examinations by major taxing authorities.

The Company has identified the following critical accounting policy:

Common stockmay be subject to possible redemption

We account for common stockpotential examination by U.S. federal, state and city, and the Subsidiary may be subject to possible redemptionpotential examination by the Greek taxing authorities in accordancethe areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with the guidance in Accounting Standards CodificationU.S. federal, state and city and Greek tax laws. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“ASC”Tax Reform”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the controlwas signed into legislation. As part of the holder or subjectlegislation, the U.S. corporate income tax rate was reduced from 35% to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all21%, among other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside ofchanges, for which our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our condensed balance sheets.

Net loss per common share

We apply the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the trust account earnings. Our net income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the trust account and not our income or losses.

Recent accounting standards

Managementmanagement does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensedour consolidated financial statements.


Warrant Liability

The Company accounts for the 26,392,355 warrants (comprising of 22,052,077 Public Warrants and 3,940,278 Private Placement Warrants) issued in connection with its Initial Public Offering and the 400,000 Working Capital Warrants issued at the consummation of the Business Combination in accordance with ASC 815-40-15-7D. If the warrants do not meet the criteria for equity treatment, they must be recorded as liabilities. We have determined that only the Private Placement Warrants and Working Capital Warrants must be recorded as liabilities and accordingly, the Company classifies these warrant instruments as liabilities at their fair value and adjusts the instruments to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company's statement of operations. The fair value of the Private Placement Warrants and the Working Capital Warrants has been determined using either the quoted price, if available, or was based on a modified Black-Scholes-Merton model. The fair value of the Private Placement Warrants and the Working Capital Warrants has been determined based on a modified Black-Scholes-Merton model for the quarter ended March 31, 2021.
20
Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by Advent as of the specified effective date. Unless otherwise discussed, Advent believes that the impact of recently issued standards that are not yet effective will not have a material impact on Advent’s financial position or results of operations under adoption.

See Note 2 in the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information about recent accounting pronouncements, the timing of their adoption and Advent’s assessment, to the extent Advent has made one, of their potential impact on Advent’s financial condition and results of operations.

Quantitative and Qualitative Disclosures About Market Risk

Advent is exposed to a variety of market and other risks, including the effects of changes in interest rates and inflation, as well as risks to the availability of funding sources, hazard events and specific asset risks.

Interest Rate Risk

Advent holds cash and cash equivalents for working capital, investment and general corporate purposes. As of March 31, 2021, Advent had a cash balance of approximately $125 million, consisting of operating and savings accounts which are not affected by changes in the general level of U.S. interest rates. Advent is not expected to be materially exposed to interest rate risk in future as it intends to take on limited debt finance.
Inflation Risk

Advent does not believe that inflation currently has a material effect on its business.

33
Foreign Exchange Risk


ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Advent has costs predominantly denominated in euros and revenues denominated in both euros and dollars, and therefore is exposed to fluctuations in the euro/dollar exchange rate. To date, Advent has not entered into any hedging transactions to mitigate the effect of foreign exchange due to the relatively low sums involved. As of September 30, 2020, we were not subjectincrease in scale, we expect to any market or interest rate risk.  The net proceedscontinue to incur a substantial proportion of our initial public offeringcosts in euros, and therefore expect to put in place appropriate foreign exchange risk mitigation features in due course.

Supplemental Non-GAAP Measures and Reconciliations

In addition to providing measures prepared in accordance with GAAP, we present certain supplemental non-GAAP measures. These measures are EBITDA, Adjusted EBITDA and Adjusted Net Income / (Loss) , which we use to evaluate our operating performance, for business planning purposes and to measure our performance relative to that of our peers. These non-GAAP measures do not have any standardized meaning prescribed by GAAP and therefore may differ from to similar measures presented by other companies and may not be comparable to other similarly titled measures. We believe these measures are useful in evaluating the saleoperating performance of the private warrants heldCompany’s ongoing business. These measures should be considered in addition to, and not as a substitute for net income, operating expense and income, cash flows and other measures of financial performance and liquidity reported in accordance with GAAP. The calculation of these non-GAAP measures has been made on a consistent basis for all periods presented.

EBITDA and Adjusted EBITDA

These supplemental non-GAAP measures are provided to assist readers in determining our operating performance. We believe this measure is useful in assessing performance and highlighting trends on an overall basis. We also believe EBITDA and Adjusted EBITDA are frequently used by securities analysts and investors when comparing our results with those of other companies. EBITDA differs from the trust account are investedmost comparable GAAP measure, net income / (loss), primarily because it does not include income taxes, depreciation of property, plant and equipment, and amortization of intangible assets. Adjusted EBITDA adjusts EBITDA for transactional gains and losses, asset impairment charges, finance and other income and acquisition costs.

The following tables show a reconciliation of net income / (loss) to EBITDA and Adjusted EBITDA for the three months ended March 31, 2021 and 2020.

EBITDA and Adjusted EBITDA Three Months Ended March 31, 
(in Millions of US dollars)         
  2021  2020  $ Change 
Net Income / (loss)
 $2.91  $(0.22) $3.13 
Amortization of intangibles
 $0.19  $-  $0.19 
Finance Costs $0.01  $-  $0.01 
Other Income / (expense) $(0.08) $0.10  $(0.18)
Foreign exchange differences, net
  (0.02)  0.02  $(0.04)
EBITDA $3.00
 $(0.10) $3.10
Net Change in Warrant Liability $(9.77) $-  $(9.77)
One-Time Transaction Related Expenses(1) $
5.87
 $
-
 
 $
5.87

Adjusted EBITDA $(0.90)
 $(0.10)
 $(0.80)

(1)
Bonus awarded after consummation of the Business Combination effective February 4, 2021

Adjusted Net Income/(Loss)

This supplemental non-GAAP measure is provided to assist readers in certain moneydetermining our financial performance. We believe this measure is useful in assessing our actual performance by adjusting our results from continuing operations for changes in warrant liability and one-time transaction costs. Adjusted Net Loss differs from the most comparable GAAP measure, net income / (loss), primarily because it does not include one-time transaction costs and warrant liability changes. The following table shows a reconciliation of net income/(loss) for the three months ended March 31, 2021 and 2020.

Adjusted Net Income / (Loss)
Three Months Ended
March 31,
 
(in Millions of US dollars)      
 2021 2020 $ Change 
Net Income / (Loss) $2.91  $(0.22) $3.13 
One-Time Transaction Related Expenses (1) $5.87  $-  $5.87 
Net Change in Warrant Liability $(9.77) $-  $(9.77)
Adjusted Net Income / (Loss) $(0.99) $(0.22) $(0.77)

(1)
Bonus awarded after the consummation of the Business Combination effective February 4, 2021.

Item 3.
Quantitative and Qualitative Disclosures about Market Risk.

Advent is exposed to a variety of market funds meeting certain conditions under Rule 2a-7 underand other risks, including the Investment Company Act which invested onlyeffects of changes in direct U.S. government treasury obligations.  Dueinterest rates and inflation, as well as risks to the short-term natureavailability of these investments, we believe there is no associated material exposure to interest rate risk. We have not engaged in any hedging activities since our inception. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.funding sources, hazard events and specific asset risks.


ITEMItem 4.CONTROLS AND PROCEDURES
Controls and Procedures.


Evaluation of Disclosure Controls and Procedures


DisclosureOur management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer (our principal executive officer and principal financial and accounting officer, respectively), evaluated the effectiveness of our disclosure controls and procedures areas of March 31, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in ourthe reports filedthat it files or submittedsubmits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in ourthe reports filedthat it files or submittedsubmits under the Exchange Act is accumulated and communicated to ourthe Company’s management, including our Chief Executive Officerits principal executive and Chief Financial Officer,principal financial officers, as appropriate to allow timely decisions regarding required disclosure.


As required by Rules 13a-15Management recognizes that any controls and 15d-15 underprocedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the Exchange Act, our Chief Executive Officercost-benefit relationship of possible controls and Chief Financial Officer carried out anprocedures. Based on the evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2020. Based upon their evaluation,March 31, 2021, and as a result of the material weakness described below, our President and Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level as of the end of the period covered by this Report. Notwithstanding the identified material weakness, our management has concluded that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods disclosed in accordance with U.S. GAAP.

Remediation Efforts to Address the Previously Disclosed Material Weakness

As previously disclosed in Part I, Item 9A of our 2020 Annual Report, our management, concluded that our disclosure controls and procedures (as definedand internal controls over financial reporting were not effective as of December 31, 2020 and December 31, 2019 due to a material weakness. The material weakness related to not having adequate controls over accounting for complex accounting instruments and, in Rules 13a-15 (e)particular, related to errors in the accounting for warrants issued in connection with AMCI's Initial Public Offering and 15d-15 (e) underrecorded in its pre-Business Combination, historical consolidated financial statements through December 31, 2020. In response to this material weakness, we have and will continue to implement a number of actions, as described below. Our management is committed to ensuring that our internal controls over financial reporting are designed and operating effectively. As previously disclosed, our remediation plan includes, but is not limited to, that we will improve the Exchange Act) were effective.process and controls in the determination of the appropriate accounting and classification of our financial instruments and key agreements. When fully implemented and operational, we believe the controls we have designed or plan to design will remediate the control deficiency that have led to the material weakness we have identified and strengthen our internal controls over financial reporting. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.


Changes in Internal Control Overover Financial Reporting


During the fiscal quarter ended September 30, 2020, there has been no changeMarch 31, 2021, we completed the Business Combination and the internal controls of AMCI became our internal controls. We are engaged in the process of design and implementation of our internal control over financial reporting that has materially affected, or(as such term is reasonably likelydefined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) in a manner commensurate with the scale of our operations subsequent to materially affect,the Business Combination, including the enhancement of our internal control over financial reporting.and external technical accounting resources.



PART II - II—OTHER INFORMATION


ITEMItem 1.LEGAL PROCEEDINGS.
Legal Proceedings.

None.

ITEM 1A.RISK FACTORS.

Factors that could cause our actual resultsWe are from time to differ materially from thosetime subject to various claims, lawsuits and other legal and administrative proceedings arising in this Quarterly Report are anythe ordinary course of the risks described in our annual report on Form 10-K filed with the SEC on March 27, 2020. Anybusiness. Some of these factorsclaims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. However, we do not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, to be material to our business or likely to result in a significant or material adverse effect on our future operating results, financial condition or cash flows.

On December 17, 2020, a purported shareholder class action complaint was filed by Dillon Frey against the Company in the Supreme Court of the State of New York, County of New York, alleging that the proposed Business Combination with Advent is both procedurally and substantively unfair and seeking to maintain the action as a class action and enjoin the Business Combination, among other things, without stating a specific amount of damages. The complaint does not provide detail as to how the proposed Business Combination is unfair, either procedurally or substantively, and we believe it has no merit. On February 10, 2021, a notice of dismissal of the complaint was filed in the Supreme Court of the State of New York, County of New York.

Item 1A.
Risk Factors

In addition to the other information set forth in this Quarterly Report, for a discussion of risk factors that could significantly and negatively affect our business, financial condition, results of operations, or financial condition.cash flows and prospects, see the disclosure under the heading “Risk Factors” in our 2020 Annual Report. Such risks described are not the only risks facing us. Additional risk factorsrisks and uncertainties not presentlycurrently known to us, or that weour management currently deemdeems to be immaterial, also may also impairadversely affect our business, orfinancial condition, results of operations. As of the date of this Quarterly Report, except as set forth in the Form S-4 filed by the Company on November 9, 2020, there have beenoperations, cash flows or prospects. There are no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on March 27, 2020, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On November 20, 2018, we consummated our Initial Public Offering of 20,000,000 units.  The units were sold at an offering price of $10.00 per unit generating total gross proceeds of $200,000,000. Jefferies LLC acted as the sole book running manager and UBS Investment Bank acted as lead manager.  The Company had granted the underwriters a 45-day option to purchase up to 3,000,000 additional units to cover over-allotments, if any.  On November 27, 2018, the underwriters exercised the option in part and purchased an aggregate of 2,052,077 over-allotment units, which were sold at an offering price of $10.00 per unit, generating gross proceeds of $20,520,770.  The securities solddescribed in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-227994).  The SEC declared the registration statement effective on November 15, 2018.2020 Annual Report.

Simultaneously with the consummation of the Initial Public Offering and the subsequent over-allotment, we consummated a private placement of 5,500,000 warrants (the “Private Placement Warrants”) to our Sponsor at a price of $1.00 per Private Placement Warrant, generating total proceeds of $5,500,000. On November 27, 2018, in connection with the sale of over-allotment units, the Company consummated a private sale of an additional 410,416 private placement warrants to the Sponsor, generating gross proceeds of $410,416.  Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are the same as the warrants sold in the Initial Public Offering.

Of the gross proceeds received from the Initial Public Offering and private placement of Private Placement Warrants, $220,520,770 was placed in a trust account.

We paid a total of $4,410,416 in underwriting fees and $499,623 for other costs and expenses related to the Initial Public Offering.  In addition, the underwriters agreed to defer $7,718,227 in underwriting fees.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.


22
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 5.
Other Information

None.


Item 6.
Exhibits.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

Exhibit
Number
None.

ITEM 4.MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.OTHER INFORMATION.

None.

ITEM 6.EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No. Description
3.1
Second Amended and Restated Certificate of ExhibitIncorporation of Advent Technologies Holdings, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2021)
3.2
Amended and Restated Bylaws of Advent Technologies Holdings, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2021)
10.1
Employment Agreement, dated as of January 12, 2021, by and between Advent Technologies, Inc. and William Hunter (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2021).
10.2
2021 Equity Incentive Plan (incorporated by reference to 10.9 of AMCI Acquisition Corp.’s Registration Statement on Form S-4 (Reg. No. 333-250946), filed with the SEC on January 14, 2021).
10.3
Form of Indemnification Agreement (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2021).
10.4
Lease Agreement, dated as of February 5, 2021 by and between Advent Technologies, Inc. and BP Hancock LLC. (incorporated by reference to the Company’s Current Report on Form 8-K/A, filed with the SEC on February 9, 2021).
10.5
Lease Agreement, entered into as of March 8, 2021, effective as of March 5, 2021, by and between Advent Technologies, Inc. and Hood Park LLC.
31.1*
 Certification of Principal Executive Officer and Principal Financial Officer Pursuantpursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a),of 1934, as adopted Pursuantpursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**31.2*
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1†
 Certification of Principal Executive Officer and Principal Financial Officer Pursuantpursuant to 18 U.S.C. Section 1350, as adopted Pursuantpursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2†
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS Inline XBRL Instance DocumentDocument.
101.SCHXBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase DocumentDocument.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase DocumentDocument.
101.LAB Inline XBRL Taxonomy Extension LabelsLabel Linkbase DocumentDocument.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data FileDocument.


*
Filed herewith
†
This certification will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.
*Filed herewith
**Furnished herewith



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: May 20, 2021AMCI ACQUISITION CORP.ADVENT TECHNOLOGIES HOLDINGS, INC.
  
 
Date: November 12, 2020By:/s/ William Hunter
 Name:William Hunter
 Title:Chief Executive Officer,President and Chief Financial Officer
  and Director
(Principal Executive Officer andAuthorized Officer; Principal Financial and Accounting Officer)



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