UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to Commission File Advent Technologies Holdings, Inc. (Exact name of registrant as specified in its charter) 200 Clarendon Street Boston, Massachusetts (617)655-6000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: 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, 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) As of CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q Some of the key factors that could cause actual results to differ from our expectations include: The forward-looking statements included in this Quarterly Report on Form 10-Q are made 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. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. For a discussion of the risks involved in our business and investing in our common stock, see the section entitled “Risk Factors” within the 2021 Annual Report. Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. EXPLANATORY NOTE This Quarterly Report on Form 10-Q contains our unaudited condensed consolidated financial We were originally incorporated in Delaware on June 18, On February 4, 2021, we consummated the 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 “AMCI”), 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 AMCI (other than the Legacy Advent stockholders) (the “Purchaser Representative”), Advent Technologies, Inc., a Delaware corporation (“Legacy Advent”), and Vassilios 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 AMCI, Merger Sub, Sponsor, Legacy Advent, and Seller Representative. In connection with the closing of the Business Combination (the “Closing”), we acquired 100% of the stock of Legacy 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. Unaudited Condensed Consolidated 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 three and six months ended June 30, 2021, are those of Legacy 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; the financial information relating to the three and six months ended June 30, 2022, are those of the Company and its subsidiaries. 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. Advent Technologies Holdings, Inc. Table of Contents i PART I—FINANCIAL INFORMATION Item 1. Unaudited Condensed Consolidated Financial Statements ADVENT TECHNOLOGIES HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in USD thousands, except share and per share amounts) See accompanying notes to unaudited condensed consolidated financial statements. 1 ADVENT TECHNOLOGIES HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in USD thousands, except share and per share amounts) See accompanying notes to unaudited condensed consolidated financial statements. ADVENT TECHNOLOGIES HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Amounts in USD thousands) Three months ended (Unaudited) See accompanying notes to unaudited condensed consolidated financial statements. ADVENT TECHNOLOGIES HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY / (DEFICIT) (Amounts in USD thousands, except share amounts) See accompanying notes to unaudited condensed consolidated financial statements 4 ADVENT TECHNOLOGIES HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY / (DEFICIT) (Amounts in USD thousands, except share amounts) See accompanying notes to unaudited condensed consolidated financial statements ADVENT TECHNOLOGIES HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY / (DEFICIT) (Amounts in USD thousands, except share amounts) See accompanying notes to unaudited condensed consolidated financial statements ADVENT TECHNOLOGIES HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY / (DEFICIT) (Amounts in USD thousands, except share amounts) See accompanying notes to unaudited condensed consolidated financial statements ADVENT TECHNOLOGIES HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in USD thousands) See accompanying notes to unaudited condensed consolidated financial statements. 8 ADVENT TECHNOLOGIES HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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 Vassilios 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 Holdings, 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 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 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, $ par value per share, 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, 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 UltraCell LLC was renamed to Advent Technologies LLC following its acquisition by the Company. 9 On June 25, 2021, the Company SerEnergy A/S and FES were renamed to Advent Technologies A/S and Advent Technologies GmbH, respectively, following their acquisition by the Company. Advent Technologies Holdings, Inc. and its subsidiaries (collectively referred to as “Advent”, the “Company,” we,” “us” and “our”) is an advanced materials and technology development company operating in the Advent has its headquarters in Boston, Massachusetts, a product development facility in Livermore, California, and production facilities in Greece, Denmark, and Germany and sales and warehousing facilities in the The unaudited condensed consolidated financial statements of the Unaudited Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise specified. 10 Going Concern The unaudited condensed consolidated financial statements have been prepared by management, assuming that the Company The management of the Company assesses the Company’s ability to continue as a going concern at each period end. The assessment evaluates whether there are conditions that give rise to substantial doubt to continue as a going concern within one year from the consolidated financial statements issuance date, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The management examines closely its operating results and its cash position and makes adjustments to its cash flow forecasts where necessary. Beginning in March 2020, the coronavirus (“COVID-19”) pandemic and the measures imposed to contain this pandemic have affected business and economic activity around the world. Since the COVID-19 outbreak, the Company has been closely monitoring and adopting all necessary measures to protect its employees and partners and to minimize as much as possible the business disruption caused by the pandemic. During 2021 and 2022, as a result of the mass vaccination schemes initiated around the world, the restrictive measures imposed by the governments began to be gradually lifted and the worldwide restrictions to mobility were relaxed, leading to increased economic activity and improved global macro-economic indicators. Management is closely monitoring the developments around COVID-19 and is constantly assessing its implications on the Company’s productivity, results of operations and financial position. At this stage, the Company maintains a strong financial position with its cash and cash equivalents amounting to $46.5 million. Additionally, as of June 30, 2022, the Company reported a positive working capital of $57.3 million. 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 consolidated financial statements. 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 Annual Report Form 10-K filed with the SEC on March 31, 2022. The Company is an Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, management evaluates the estimates and judgments, including those related to the selection of useful lives for tangible assets, expected future cash flows from long-lived assets to support impairment tests, the carrying value of goodwill, provisions necessary for accounts receivables and inventory write downs, provisions for legal disputes, and contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates under different assumptions and/or conditions. 11 Fair Value Measurements The Company follows the accounting guidance in ASC 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Available for Sale Financial Asset On May 25, 2022, Advent Technologies S.A (“Advent SA”) and UNI.FUND Mutual Fund (“UNIFUND”) entered into an agreement to finance Cyrus SA (“Cyrus”) with a convertible bond loan (“Bond Loan”) of €1.0 million. As a part of this transaction, Advent SA offered €0.3 million in bond loans with an annual interest rate of 8.00%. The term of the loan is three years and there is a surcharge of 2.5% for overdue interest. Mandatory conversion of the Bond Loan will occur in the event of qualified financing which is equivalent to a share capital increase by Cyrus in the first three years from the execution of the Bond Loan agreement with a total amount over €3 million which is covered by third parties unrelated to the basic shareholders or by investors related to them. The Company classifies the Bond Loan as an available for sale financial asset on the condensed consolidated balance sheets. The Company recognizes interest income within the condensed consolidated statement of operations. The Company initially measured the available for sale Bond Loan at the transaction price plus any applicable transaction costs. The Bond Loan is remeasured to its fair value at each reporting period and upon settlement. The estimated fair value of the Bond Loan is determined using Level 3 inputs by using a discounted cash flow model. The change in fair value is recognized within the condensed consolidated statements of comprehensive loss. The Company did not recognize any unrealized gain / (loss) from the agreement date of May 25, 2022 through June 30, 2022. Warrant Liability 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 1 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 1 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 13). The Private Placement Warrants and the Working Capital Warrants have substantially the same terms as the 22,029,279 warrants, each exercisable to purchase one 1 share of common stock at an exercise price of $11.50 per share, issued by AMCI in its initial public offering (the “Public Warrants”). 12 The following tables summarize the fair value of the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021. Fair Value As of December 31, 2021, the Company did 0t hold any assets measured at fair value on a recurring basis. The carrying amounts of the Company’s remaining financial instruments reflected on the unaudited condensed consolidated balance sheets and which consist of cash and cash equivalents, accounts receivables, net, other current assets, trade and other payables, and other current liabilities, approximate their respective fair values due to their short-term nature. Changes in the fair value of Level 3 liabilities for the three and six months ended June 30, 2022 and 2021 were as follows: For the For the June 30, The Warrant Liability is remeasured to its fair value at each reporting period and upon settlement. The change in fair value is recognized in “Fair value change of warrant liability” on the unaudited condensed consolidated statements of operations. 13 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 measurement inputs as of their measurement date June 30, 2022: The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded. Recent Accounting Pronouncements Recently issued accounting pronouncements adopted during the year: 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 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 adopted ASC 842 on January 1, 2022 for its annual consolidated financial statements and related disclosures and for interim periods within annual periods from January 1, 2023 in accordance with the adoption dates for private entities applicable to it under its emerging growth 14 In November 2021, the FASB issued ASU 2021-10 “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.” This ASU will improve the transparency of government assistance received by most business entities by requiring the disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and, (3) the effect of the assistance on a business entity’s financial statements. ASU 2021-10 is effective for financial statements issued for annual periods beginning after December 15, 2021, with early application permitted. The Company adopted the standard on January 1, 2022 and is currently evaluating the impact of this standard on the Company’s annual consolidated financial statements and related disclosures. 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 for public entities, with early adoption permitted. The Company adopted the standard on January 1, 2022,in accordance with the adoption dates for private entities applicable to it under its emerging growth company status and does not believe that the standard will have a significant impact on the Company’s annual consolidated financial statements and related disclosures. Recently issued accounting pronouncements not yet adopted: 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. Business Combination 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 Legacy Advent 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 $. 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 shares, of which shares are shares of common stock, par value $ per share and shares are shares of undesignated preferred stock, par value $ 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 shares of common stock (the “PIPE Shares”), for a purchase price of $ 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 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 0 goodwill or other intangible assets recorded. 15 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 six months ended June 30, 2021: The number of shares of common stock issued immediately following the consummation of the Business Combination: On February 18, 2021 (the “acquisition date”), pursuant to the terms and conditions of the UltraCell 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 consolidated financial statements since the acquisition date. The Company has assessed provisions in ASC 805 and concluded that the UltraCell acquisition should be accounted as an acquisition of a business. The Company evaluated whether substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets and concluded that it is not. Since the “substantially all” threshold is not met, the Company further assessed whether the set acquired includes an input and a substantive process that together significantly contribute to the ability to create outputs. Following its assessment, the Company concluded that the minimum requirements to define UltraCell as a business are met. 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 $2.0 million was the fair value of the contingent consideration. The contingent consideration arrangement required the Company to pay $2.0 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. 16 Assets and liabilities at acquisition The assets acquired and liabilities assumed at the date of acquisition were as follows (amounts in thousands): Goodwill arising on acquisition The fair value of the assets acquired, and liabilities assumed was based on a Purchase Price Allocation of UltraCell LLC conducted by an independent third party. The intangible assets recognized are the Trade Name “UltraCell” and the Patented Technology. The fair value measurement of the intangible assets has been performed by applying a combination of market, cost and income approach methods. The Trade Name was valued with the Relief-from-royalty method, which combines market & income approaches. The royalty rate used for the valuation of the Trade Name was 1.3%, which was determined from the market using databases from completed transactions at a global level while the discount rate used was 12.6%. The Patented Technology was valued with the multi period excess earnings method, which is an income approach. The discount rate used for the valuation of the Patented Technology was 11.6%. The Trade Name has an indefinite useful life while the Patented Technology has a useful life of 10 years. Included in goodwill is the value of assembled workforce, which under FASB ASC topic 805, does not meet either the contractual-legal or the separability criterion in order to be separately valued as an intangible asset. As part of the acquisition, the Company acquired fully trained personnel thereby avoiding the expenditure that would have been required to hire and train equivalent personnel. Therefore, the assemblage cost avoided method was considered the most appropriate method for the valuation of the assembled workforce. The assembled workforce was valued at $0.19 million and has been included in goodwill. Goodwill is not expected to be deductible for tax purposes. 17 Effective on August 31, 2021, pursuant to the previously announced Share Purchase Agreement (the “Purchase Agreement”), dated as of June 25, 2021, by and between the Company and F.E.R. fischer Edelstahlrohre GmbH, a limited liability company incorporated under the Laws of Germany (the “Seller”), the Company acquired (the “Acquisition”) all of the issued and outstanding equity interests in SerEnergy A/S, a Danish stock corporation and a wholly-owned subsidiary of the Seller (“SerEnergy”) and fischer eco solutions GmbH, a German limited liability company and a wholly-owned subsidiary of the Seller (“FES”) together with certain outstanding shareholder loan receivables. The shareholder loans became intercompany at closing and were eliminated in consolidation. The Company has assessed provisions in ASC 805 and concluded that the SerEnergy and FES acquisition should be accounted as an acquisition of a business. The Company evaluated whether substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets and concluded that it is not. Since the “substantially all” threshold is not met, the Company further assessed whether the set acquired includes an input and a substantive process that together significantly contribute to the ability to create outputs. Following its assessment, the Company concluded that the minimum requirements to define SerEnergy and FES as a business are met. The results of the SerEnergy’s and FES’s operations have been included in the consolidated financial statements since the acquisition date. Pursuant to the Purchase Agreement, the Company acquired SerEnergy and FES, the fuel cell systems business of fischer Group. SerEnergy is a leading manufacturer of high-temperature polymer electrolyte membrane HT-PEM fuel cells and operates facilities in Aalborg, Denmark and in Manila, Philippines. FES operates in Achern, Germany and provides fuel-cell stack assembly and testing as well as the production of critical fuel cell components, including membrane electrode assemblies, bipolar plates and reformers. As consideration for the transactions contemplated by the Purchase Agreement, the Company paid to the Seller $17.9 million (€15 million) in cash and on August 31, 2021, the Company issued to the Seller shares of Common Stock of the Company (the “Share Consideration”). The Share Consideration was capped to shares representing 9.999% of the Company’s Common Stock outstanding as of the completion (taking into account the common stock issued as Share Consideration, the “Cap”). An additional amount of $4.4 million, representing cash on the balance sheet of the acquired businesses at closing, will be paid to F.E.R. fischer Edelstahlrohre GmbH to complete the acquisition of SerEnergy and FES and is included in “Other current liabilities” (Note 12). 18 Assets and liabilities at acquisition The assets acquired and liabilities assumed at the date of acquisition were as follows (amounts in thousands): Goodwill arising on acquisition The fair value of the assets acquired, and liabilities assumed was based on a Purchase Price Allocation of SerEnergy and FES conducted by an independent third party. The acquired businesses specialize in the manufacturing of hydrogen fuel cell systems and align with Advent’s ability to provide clean power in the stationary, remote, portable and off-grid markets under the “Any Fuel. Anywhere.” value proposition. The Company’s ability to deliver hydrogen through liquid fuels allows it to have immediate market opportunity today, without having to wait for the global hydrogen infrastructure to develop. The acquisitions also accelerate the Company’s strategy to cover the full vertical supply chain with its products and puts the Company in a competitive position to deliver reliable, efficient and cost-effective fuel cell systems with a new product portfolio of the latest high temperature-PEM fuel cells covering a range of 25W to 90kW systems. The acquisitions also make Advent a leading manufacturer of high temperature fuel cells across Europe and Asia. Expanding the business in Europe and Asia is a strategic move and allows the Company to have well-placed production capabilities and market penetration. Included in goodwill is the value of assembled workforce, which under FASB ASC topic 805, does not meet either the contractual-legal or the separability criterion in order to be separately valued as an intangible asset. As part of the acquisition, the Company acquired fully trained personnel thereby avoiding the expenditure that would have been required to hire and train equivalent personnel. The assembled workforce included in goodwill was valued at $2.4 million applying the cost approach. Goodwill is not expected to be deductible for tax purposes. 19 Intangible assets The intangible assets recognized on the acquisition of SerEnergy and FES are as follows: Patents Two 2 groups of patents are assumed to be the most significant drivers of future cash flows. The patents relate to improvements in gaskets, bipolar plates and cooling plates for fuel cells. The fair value of patents was determined by applying the multi-period excess earnings method which is an income approach. The discount rate used for the valuation of patents was 7.2%. Patents are amortized over 10 years since management assumes, that these groups of patents will continue to drive cash flows for 10 years, after which new patents will be of more relevance. Process know-how (IPR&D) SerEnergy and FES are currently developing cost reduction initiatives (unpatented know-how) related to membrane electrode assembly, bipolar plates, gaskets, burner/reformer and electronics. This IPR&D is evaluated as a significant asset for the business as it will allow significant cost reduction leading to higher profits in the future. These cost reductions are expected to be introduced in 2022 and 2023. The multi-period excess earnings method was applied to calculate the fair value of this asset. The discount rate used for the valuation of IPR&D was 10.1%. IPR&D is amortized over its useful life of 6 years, being the average timespan of a generation of fuel cell modules. Order backlogs Order backlogs recognized are in respect of two 2 main customers of SerEnergy. The assessment of this asset was based on the total amount of order backlog attributable to these customers. The fair value was determined applying the income approach. Resulting cash flows after tax were discounted to present value by a minimal discount rate as the backlog’s timespan is less than a year. Balances with related parties The were 0 outstanding balances with related parties as of June 30, 2022 and December 31, 2021. Transactions with related parties Related parties’ transactions are in the normal course of operations and are measured at the amount of consideration established and agreed to by related parties. The Company executives, Vassilios Gregoriou, Christos Kaskavelis, Emory De Castro, James Coffey and former Chief Financial Officer, 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 six months ended June 30, 2021. 20 Accounts receivable consist of the following: December 31, For the three and six months ended June 30, 2022 and 2021, changes in the allowance for credit losses were as follows: For the (unaudited) For the (unaudited) For the (unaudited) For the (unaudited) Inventories consist of the following: The changes in the provision for slow moving inventory is as follows: For the (unaudited) For the (unaudited) For the (unaudited) For the (unaudited) Prepaid expenses are analyzed as follows: Prepaid insurance expenses as of June 30, 2022 and December 31, 2021 mainly include prepayments to insurers for directors’ and officers’ insurance services for liabilities that may arise in their capacity as directors and officers of a public entity. Prepaid research expenses as of June 30, 2022 and December 31, 2021 mainly relate to prepayments for expenses under the Cooperative Research and Development Agreement as discussed in Note 17. Other current assets are analyzed as follows: On March 8, 2021, the Company entered into a lease agreement for 21,401 square feet for use as a product development and manufacturing center at Hood Park in Charlestown, MA. Under the terms of the lease, the Company will be reimbursed by the lessor for up to $8.0 million of expenses related to the design and construction of the Company’s workspace. As of June 30, 2022 and December 31, 2021, other receivables include an amount of $5.7 million and $2.6 million, respectively, relating to the expenses reimbursable by the lessor. Goodwill As of June 30, 2022 and December 31, 2021, the Company had goodwill of $30.0 million related to the acquisitions of UltraCell, SerEnergy, and FES, which is analyzed as follows: Intangible Assets Information regarding our intangible assets, including assets recognized from our acquisitions, as of June 30, 2022 and December 31, 2021 is as follows: Accumulated Amortization The Company did 0t record any additions to indefinite-lived intangible assets in the three and six months ended June 30, 2022. In the six months ended June 30, 2021, the Company recorded indefinite-lived intangible assets of $0.4 million related to the trade name UltraCell. In 2021, the Company also recorded $22.9 22,938 million (net carrying amount) of amortizing intangible assets, most of which were in connection with the Company’s acquisitions of UltraCell, SerEnergy, and FES. In the three and six months ended June 30, 2022, the Company recorded $0.1 million and $0.1 million, respectively, of amortizing intangible assets related to software. The Company did not record amortizing intangible assets during the three months ended June 30, 2021. For the six months ended June 30, 2021, the Company recorded $4.3 million of amortizing intangible assets related to the acquisition of UltraCell. The amortizing intangible assets consist of patents, process know-how(IPR&D), order backlogs, and software which are amortized over 10 years, 6 years, 1 year, and 5 years respectively. The amortization expense for the intangible assets for the three months ended June 30, 2022 and 2021 was $0.7 million and $0, respectively. The amortization expense for the intangible assets for the six months ended June 30, 2022 and 2021 was $1.4 million and $0.2 million, respectively. 23 Amortization expense is recorded on a straight-line basis. Assuming constant foreign currency exchange rates and no change in the gross carrying amount of the intangible assets, future amortization expense related to the Company’s intangible assets subject to amortization as of June 30, 2022 is expected to be as follows: Our property, plant and equipment, net, consisted of the following: During the three and six months ended June 30, 2022, additions to property, plant and equipment of $1.8 million and $2.7 million, respectively, include leasehold improvements, machinery, office and other equipment and assets under construction. During the three and six months ended June 30, 2021, $0.8 million and $0.9 million, respectively, in 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). Assets under construction mainly relate to the design and construction of Company’s leased premises at Hood Park in Charlestown, as discussed in Note 7. Completed assets are transferred to their respective asset classes, and depreciation begins when an asset is ready for its intended use. During the three and six months ended June 30, 2022, the Company did not transfer assets under construction to machinery and equipment. Depreciation expense during the three months ended June 30, 2022 and 2021 was $0.4 million and $0.1 million, respectively. Depreciation expense during the six months ended June 30, 2022 and 2021 was $0.8 million and $0.1 million, respectively. There are no collaterals or other commitments on the Company’s property, plant and equipment. Other non-current assets as of June 30, 2022 and December 31, 2021 are mostly comprised of advances to suppliers for the acquisition of fixed assets of $2.4 million and $2.2 million, respectively, and guarantees paid as a security for the rental of premises of $0.2 million and $0.2 million, respectively. 24 Trade and other payables include balances of suppliers and consulting service providers. Other payables includes $0.2 million and $1.2 million for executive severance as of June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022 and December 31, 2021, other current liabilities consist of the following: June 30, In connection with the Business Combination, the Company 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 June 30, 2022 and December 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 1 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 expire five 5 years after the closing of the Business Combination or earlier upon redemption or liquidation. 25 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 were not 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 are 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 June 30, 2022, the 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. Other long-term liabilities as of June 30, 2022 and December 31, 2021 mainly include an amount of $0.7 million and $0.8 million, respectively, being the non-current portion of a total accrued warranty reserve of $0.9 million and $1.0 million, respectively. We accrue a warranty reserve of 8% of the sale price of the fuel cells sold, typically for 2 years. Warranty reserve is released when repairs or replacements are carried out in relation to items under warranties or when the warranty period for the fuel cell expires. The portion of the warranty reserve expected to be incurred within the next 12 months is included within Other current liabilities (Note 12), while the remaining balance is included within Other long-term liabilities on the unaudited condensed consolidated balance sheet. Shares Authorized As of June 30, 2022, the Company had authorized a total of shares for issuance with shares designated as common stock, par value $ per share, and shares designated as preferred stock, par value $ per share. Common Stock On April 9, 2021, shares of common stock were issued in connection with the exercise of public warrants discussed below. On August 31, 2021, shares of common stock were issued in connection with the share consideration for the acquisition of SerEnergy and FES discussed in Note 3(c). On April 29, 2022, shares of common stock were issued in connection with the Company’s 2021 Equity Incentive Plan (the “Plan”). On May 5, 2022, shares of common stock were issued in connection with the Plan. On June 13, 2022, shares of common stock were issued in connection with the Plan. On June 29, 2022, shares of common stock were issued in connection with the Plan. As of June 30, 2022 and December 31, 2021, there were and shares of issued and outstanding common stock with a par value of $ per share, respectively. 26 Public Warrants In connection with the Business Combination, the Company has assumed Public Warrants issued upon AMCI’s initial public offering. As of December 31, 2020, 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 the Business Combination or earlier upon redemption or liquidation. During the second quarter of 2021, certain warrant holders exercised their option to purchase an additional 22,798 shares at $11.50 per share. These exercises generated $262,177 additional proceeds to the Company and increased our shares outstanding by shares. Following these exercises, as of June 30, 2022, the Company’s Public Warrants amounted to 22,029,279. Once the warrants become exercisable, the Company may redeem the Public 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. Stock-Based Compensation Plans 2021 Equity Incentive Plan The Company’s Board of Directors and shareholders previously approved the Plan to reward certain employees and directors of the Company. The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards. The maximum number of shares of common stock that may be delivered in satisfaction of Awards under the Plan is shares. 27 Stock Options Pursuant to and subject to the terms of the Plan the Company entered into separate Stock Option Agreements with each participant according to which each participant is granted an option (the “Stock Option”) to purchase up to a specific number of shares of common stock set forth in each agreement with an exercise price equal to the market price of Company’s common stock at the date of grant. Stock Options have been granted during the six months ended June 30, 2022 as follows: The following table presents the assumptions used to estimate the fair value of the stock options as of the Grant Date: The Stock Options are granted to each participant in connection with their employment with the Company. The Stock Options vest on a graded basis over four years. The Company has a policy of recognizing compensation cost on a straight-line basis over the total requisite service period for the stock options. The Company recognized compensation cost of $ million and $ million in respect of Stock Options granted, which is included in administrative and selling expenses in the consolidated statement of operations for the three and six months ended June 30, 2022, respectively. The Company recognized compensation cost of $ million and $ million in respect of Stock Options granted, which is included in administrative and selling expenses in the consolidated statement of operations for the three and six months ended June 30, 2021, respectively. The Company has also a policy of accounting for forfeitures when they occur. The following table summarizes the activities for our unvested stock options for the six months ended June 30, 2022: As of June 30, 2022, there was $ million of unrecognized compensation cost related to unvested stock options. This amount is expected to be recognized over the remaining vesting period of stock options. 28 Restricted Stock Units Pursuant to and subject to the terms of the Plan the Company entered into separate Restricted Stock Units (“RSUs”) with each participant. On the grant date of RSUs, the Company grants to each participant a specific number of RSUs as set forth in each agreement, giving each participant the conditional right to receive without payment one share of common stock. The RSUs are granted to each participant in connection with their ongoing employment with the Company. The Company has in place Restricted Stock Unit Agreements that vest within one year and Restricted Stock Unit Agreements that vest on a graded basis over four years. The Company has a policy of recognizing compensation cost on a straight-line basis over the total requisite service period. The Company recognized compensation cost of $ million and $ million in respect of RSUs, which is included in administrative and selling expenses in the consolidated statement of operations for the three and six months ended June 30, 2022, respectively. The Company recognized compensation cost of $ million and $ million in respect of RSUs, which is included in administrative and selling expenses in the consolidated statement of operations for the three and six months ended June 30, 2021, respectively. The Company has also a policy of accounting for forfeitures when they occur. Restricted Stock Units have been granted during the six months ended June 30, 2022 as follows: The following table summarizes the activities for our unvested RSUs for the six months ended June 30, 2022: As of June 30, 2022, there was $ million of unrecognized compensation cost related to unvested RSUs. This amount is expected to be recognized over the remaining vesting period of Restricted Stock Unit Agreements. Revenue is analyzed as follows: Three Months Ended (unaudited) Six Months Ended (unaudited) The timing of revenue recognition is analyzed as follows: Three Months Ended Six Months Ended As of June 30, 2022 and December 31, 2021, Advent recognized contract assets of $1.0 million and $1.6 million, respectively, on the consolidated balance sheets. As of June 30, 2022 and December 31, 2021, Advent recognized contract liabilities of $0.9 million and $1.1 million, respectively, in the consolidated balance sheets. During the six months ended June 30, 2022, the Company recognized the amount of $0.1 million in revenues. The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied as of June 30, 2022 and as of June 30, 2021 are $2.5 million and $2.5 million, respectively. The Company expects to recognize this amount during the duration of the contract that ends in the fiscal year 2026. Cooperative Research and Development Agreement In August 2020, the Company entered into a Cooperative Research and Development Agreement (“CRADA”) with Triad National Security, LLC (“TRIAD”), Alliance for Sustainable Energy LLC (“ASE”), and Brookhaven Science Associates (“BSA”). The purpose of this project is to build a fuel cell prototype that moves this technology closer to commercial readiness which was sanctioned by the Los Alamos National Laboratory and the National Renewable Energy Laboratory. The Government’s estimated total contribution, which is provided through TRIAD’s, ASE’s, and BSA’s respective contracts with the Department of Energy is $1.2 million, subject to available funding. As a part of the CRADA, the Company is required to contribute $1.2 million in cash and $0.6 million of in-kind contributions, such as personnel salaries. The cash payments are capitalized and amortized on a straight-line basis over the life of the contract. In-kind contributions are expensed as incurred. To date, the Company has not recognized any revenue from the CRADA. Expenses from Collaborative Arrangements For the three and six months ended June 30, 2022, an amount of $0.3 million and $0.6 million has been recognized in research and development expenses line on the consolidated statements of operations, respectively. The Company did 0t recognize any expenses related to the CRADA in the three and six months ended June 30, 2021. On May 25, 2022, Advent SA and UNIFUND entered into an agreement to finance Cyrus with a convertible Bond Loan of €1.0 million. As a part of this transaction, Advent SA offered €0.3 million in bond loans with an annual interest rate of 8%. The term of the loan is 3 three years and there is a surcharge of 2.5% for overdue interest. Cyrus business relates to the research and experimental development in natural and mechanics, the construction of pumps and hydrogen compressors and the wholesale of compressors. Hydrogen compressors are critical part of the Hydrogen Refueling Stations (HRS) to be used by transport applications. Cyrus has developed a prototype Metal Hydride Compressor which offers unique advantages. The proceeds from the Bond Loan are to cover Cyrus’s working capital needs in the context of its operation and the product development. Mandatory conversion of the Bond Loan will occur in the event of qualified financing which is equivalent to a share capital increase by Cyrus in the first three years from the execution of the Bond Loan agreement with a total amount over €3 million which is covered by third parties unrelated to the basic shareholders or by investors related to them. 30 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. Reportable Segments The Company develops and manufactures high-temperature proton exchange membranes (“HT-PEM” or “HT-PEMs”) and fuel cell systems for the off-grid and portable power markets and plans to expand into the mobility market. The Company’s current revenue is derived from the sale of fuel cell systems and from the sale of MEAs, membranes, and electrodes for specific applications in the fuel cell and energy storage (flow battery) markets. The research and development activities are viewed as another product line that contributes to the development, design, production and sale of fuel cell products; however, it is not Geographic Information The following table presents revenues, by geographic location (based on the location of the entity selling the product) for the three and six months ended June 30, 2022 and 2021: Three Months Ended Six Months Ended Litigation The Company is subject to There is no material pending or threatened litigation against the Company that remains outstanding as of June 30, 2022. Guarantee letters The Company has contingent liabilities in relation to performance guarantee letters and other guarantees provided to third parties that arise from its normal business activity and from which no substantial charges are expected to arise. As of June 30, 2022 and December 31, 2021, issued letters of guarantee amount to $0.1 million and $2.7 million, respectively. 31 Contractual obligations In December 2021, the Company entered into a supply agreement by and among the Company, in its capacity as Customer, and BASF New Business GmbH, in its capacity as Seller. The supply agreement provides for the purchase by the Company of 21,000m2 (Minimum Quantity) of membrane from BASF during the contract duration from January 1, 2022 until December 31, 2025. The following table summarizes our contractual obligations as of June 30, 2022: Price (Amounts in thousands) Operating 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 $0.5 million. The term of the lease is for 5 five years (unless terminated as provided in the lease) and commenced on April 1, 2021. The Company provided security in the form of a security deposit in the amount of $0.1 million which is included in Other non-current assets on the consolidated balance sheet as of June 30, 2022 and December 31, 2021. 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 $1.5 million. The lease has a term of 8.5 eight years and five months, with an option to extend for 5 five years, and is expected to commence in October 2022. The Company is obliged to provide security in the form of a security deposit in the amount of $0.8 million before commencement of the lease. On August 31, 2021, the Company through its wholly-owned subsidiary, FES, entered into a lease agreement by and among the Company, in its capacity as lessee, and fischer group SE & Co. KG, having its registered seat in Achern, in its capacity as lessor. The lease provides for the rental by the Company of office space, workspace and outdoor laboratory at 77855 Achern, Im Gewerbegebiet 7 for use by FES. Under the terms of the lease, the Company leases 1,017 square feet at a monthly basic rate of €7,768 plus VAT. The Company provided security in the form of a parent guarantee for a maximum amount of €30,000. Additionally, the Company’s subsidiaries Advent Technologies S.A., UltraCell LLC, Advent Technologies A/S and Advent Green Energy Philippines, Inc. have in place rental agreements for the lease of office and factory spaces. During the three and six months ended June 30, 2022, the Company recorded lease expenses of $0.4 million and $0.7 million, respectively. During the three and six months ended June 30, 2021, the Company recorded lease expenses of $0.2 million, respectively. Future Lease Payments Future minimum lease payments under operating leases expiring subsequent to June 30, 2022, are summarized as follows (amounts in thousands): Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the year. The following table sets forth the computation of the basic and diluted net loss per share for the three and six months ended June 30, 2022 and 2021: Three Months Ended (unaudited) Six Months Ended (unaudited) Basic net loss per share is computed by dividing net loss for the periods presented by the weighted-average number of common shares outstanding during these periods. Diluted net loss per share is computed by dividing the net 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, Working Capital Warrants, Stock Options and Restricted Stock Units. The treasury stock method was used to calculate the potential dilutive effect of these common stock equivalents. As the Company incurred losses for the three and six months ended June 30, 2022 and 2021, the effect of including any potential common shares in the denominator of diluted per-share computations would have been anti-dilutive; therefore, basic and diluted losses per share are the same. On June 16, 2022, the Company announced the receipt of a notification from the Greek State informing the Company that the Important Project of Common European Interest (“IPCEI”) Green HiPo was submitted for ratification by the European Union (“EU”) for funding of €782.1 million, spread over the next six years commencing in 2022. On July 15, 2022, the Company received official ratification from the European Commission of the EU. The Green HiPo project is designed to bring the development, design, and manufacture of HT-PEM fuel cells and electrolysers for the production of power and green hydrogen to the Western Macedonia region of Greece. 33 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 and our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022 (“2021 Annual Report”). 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 2021 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 2022 and 2021 items and year-over-year comparisons between 2022 and 2021. As used in this MD&A, unless the context indicates otherwise, the financial information and data relating to the three and six months ended June 30, 2021 are those of Advent Technologies, Inc. and its subsidiaries for the period prior to the Closing and are those of Advent Technologies Holdings, Inc. for the period subsequent to the Closing; and the data for the three and six months ended June 30, 2022 are those of Advent Technologies Holdings, Inc. See Note 1 “Basis of Presentation” in the accompanying unaudited condensed consolidated financial statements for additional information. 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 offerings are full fuel cell systems and 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 production facilities in Greece, Denmark, Germany and Philippines. In 2022, 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 fuel cell systems and MEAs, as well as the sale of membranes and electrodes for specific applications in the iron flow battery and cellphone markets, respectively. While fuel cell systems and 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. Advent expects to continue to be eligible for grant funding based on its product development activities over the foreseeable future. Business Combination and Public Company Costs On October 12, 2020, Advent Technologies, Inc. (“Legacy Advent”) entered into the Merger Agreement with AMCI Acquisition Corp. (“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 “Purchaser Representative”) and Vassilios Gregoriou, in the capacity as Seller Representative (the “Seller Representative”), pursuant to which, effective February 4, 2021 (the “Closing”), Merger Sub merged with and into Legacy Advent., with Legacy Advent surviving the Merger as a wholly-owned subsidiary of AMCI and AMCI changed its name to “Advent Technologies Holdings, Inc.”. 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 are and will be disclosed in the company’s current and future periodic reports filed with the SEC. 34 While the legal acquirer in the Merger Agreement is AMCI, for financial accounting and reporting purposes under GAAP, we have determined that Advent Technologies 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 Technologies in many respects. Under this method of accounting, AMCI is treated as the acquired entity whereby Legacy 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”). Upon consummation of the Business Combination, the most significant change in Legacy Advent’s reported financial position and results was an increase in cash of approximately $141 million. Total direct and incremental transaction costs of AMCI and Legacy Advent, along with liabilities of AMCI paid off at the Closing, were approximately $23.6 million. As a consequence of the Business Combination, Legacy Advent became the successor 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 Business Combination, as Advent expects to: Change in Independent Registered Public Accounting Firm On February 9, 2021, the audit committee of the board of directors of the Company approved the engagement of Ernst & Young (Hellas) Certified Auditors Accountants S.A. (“EY”) as the Company’s independent registered public accounting firm 35 Business Developments Share Purchase Agreement On August 31, 2021, pursuant to the Share Purchase Agreement (the “Purchase Agreement”), dated as of June 25, 2021, by and between Advent Technologies Holdings, Inc. (the “Company” or the “Buyer”) and F.E.R. fischer Edelstahlrohre GmbH, a limited liability company incorporated under the Laws of Germany (the “Seller”), the Company acquired (the “Acquisition”) all of the issued and outstanding equity interests in SerEnergy A/S, a Danish stock corporation and a wholly-owned subsidiary of the Seller (“SerEnergy”) and fischer eco solutions GmbH, a German limited liability company and a wholly-owned subsidiary of the Seller (“FES” and together with SerEnergy, the “Target Companies”), together with certain outstanding shareholder loan receivables. As consideration for the transactions contemplated by the Purchase Agreement, the Company paid to the Seller €15.0 million in cash and on August 31, 2021, the Company issued to the Seller 5,124,846 shares of common stock. Pursuant to the Purchase Agreement, the Company acquired SerEnergy and FES, the fuel cell systems business of fischer Group. SerEnergy is a leading manufacturer of methanol-powered high-temperature polymer electrolyte membrane (“HT-PEM”) fuel cells and operates facilities in Aalborg, Denmark and in Manila, Philippines. FES provides fuel-cell stack assembly and testing as well as the production of critical fuel cell components of the SerEnergy HT-PEM fuel cells, including membrane electrode assemblies, bipolar plates and reformers. FES operates a facility on fischer Group’s campus in Achern, Germany, and Advent agreed to lease that respective portion of the facility at the closing of the Acquisition. Green HiPo Project approved by EU On June 16, 2022, Advent announced the receipt of a notification from the Greek State informing the Company that the IPCE Green HiPo was submitted for ratification by the EU for funding of €782.1 million, spread over the next six years commencing in 2022. On July 15, 2022, Advent received official ratification from the European Commission (the “Commission”) of the EU. The Green HiPo project is designed to bring the development, design, and manufacture of HT-PEM fuel cells and electrolysers for the production of power and green hydrogen to the Western Macedonia region of Greece. Collaboration with the DOE The efforts with the constellation of Department of Energy National Laboratories (Los Alamos National Laboratory, LANL; Brookhaven National Laboratory, BNL; National Renewable Energy Laboratory, NREL) continue to gain momentum. This group of leading scientists and engineers is working closely with Advent’s development and manufacturing teams and are furthering the understanding of breakthrough materials that will advance HT-PEM fuel cells. This next generation HT-PEM appears to be well suited for heavy duty transportation, marine, and aeronautical applications, as well as delivering benefits in cost and lifetime for stationary power systems used in telecom and other remote power markets. Agreement with Hyundai Motor Company (“Hyundai”) On April 6, 2022, Advent announced the signing of a technology assessment, sales, and development agreement with Hyundai, a leading multinational automotive manufacturer offering a range of world-class vehicles and mobility services in over 200 countries. Advent and Hyundai aim to deliver green energy solutions to current high carbon applications, using fuel cell technology. Under the agreement, Hyundai will provide catalysts to Advent for evaluation in its Following the completion of the first phase of the project, Hyundai and 36 Technology Assessment Agreement for Automotives On May 9, 2022, Advent announced the signing of a second technology assessment agreement with another large global automotive manufacturer. With a common goal of sustainability and the faster decarbonization of the U.S. automotive industry, Advent is supporting efforts to advance innovative fuel cell technology as a sustainable and efficient option for achieving carbon neutrality. More specifically, Advent will provide assistance, through: One of the primary objectives will be to conduct a detailed assessment of Advent’s proprietary HT-PEM technology and newly launched MEAs for consideration of future opportunities. Contingent upon the successful execution of the first phase of the project, the companies will work to establish a Joint Development Agreement governing specific product requirements, goals, milestones, and plans. Memorandum of Understanding (“MoU”) with Neptune Lines Shipping and Managing Enterprises S.A. (“Neptune Lines”) On June 1, 2022, Advent announced the signing of a MoU with Neptune Lines, a leading vehicle logistics provider operating 18 Pure Car and Truck Carrier vessels (owned or chartered), with a cargo capacity ranging between 1,500-4,600 cars. Neptune Lines and Advent agreed to jointly conduct a pilot program to explore the application of a fuel cell-based auxiliary power system. This application will be tested by Neptune Lines’ highly experienced team, who will evaluate its performance as a sustainable source of power generation. After the evaluation stage, the parties will consider a broader collaboration. MoU with Laskaridis Shipping Company Ltd. (“Laskaridis Shipping”) On June 3, 2022, Advent announced the signing of an MoU with Laskaridis Shipping, a renowned ship management company based in Athens, Greece, with a fleet of 90 vessels, which includes 55 mid-sized or large dry bulk vessels. Under the terms of the MoU, Laskaridis Shipping and Advent have agreed to jointly conduct a pilot program, under which Advent will supply Laskaridis Shipping with its SereneU methanol-powered fuel cells. Laskaridis Shipping will install these systems on selected dry bulk vessels to assess their overall performance as auxiliary, back-up, or emergency power sources. Following the successful completion of the pilot program, Laskaridis Shipping and Advent will collaborate on manufacturing and testing the next generation of Advent’s fuel cells. Advent and BASF New Business GmbH (“BASF”) signed a Memorandum of Understanding (“MoU”) On December 13, 2021, it was announced that the MoU aims to develop and increase the manufacturing scale of advanced fuel cell membranes designed for long-term operations under extreme conditions. BASF intends to improve the long-term stability of its Celtec® membrane and to increase production capacity with advanced technical capabilities to enable further improved and competitive Advent fuel cell systems and MEAs. Under the agreement the two companies will explore the implementation of high-volume manufacturing for the Celtec® membranes, utilize Advent’s fuel cell stack and system testing facilities to assess and qualify the new Celtec® membrane for the SereneU (telecom power), M-ZERØ (methane emissions reduction), and Honey Badger (portable power, defense) Advent product families. Furthermore, BASF supports the realization of large-scale Important Projects of Common European Interests (“IPCEIs”), including Green HiPo, through materials for power generation, hydrogen generation, and power storage. In addition, BASF will also evaluate the producibility of the ion-pair membrane developed in collaboration by Advent and the U.S. Department of Energy. Advent has substantial experience in the development of high-temperature PEM fuel cell systems namely for stationary and portable applications as well as critical components such as MEAs and Gas Diffusion Electrodes (“GDEs”). Advent is working to increase the performance and scope of its products to satisfy the requirements of 37 Advent Launches New Product Line, M-ZERØ™ Fuel Cells, to Significantly cut Methane Emissions in North America The Advent M-ZERØ™ products, designed specifically to generate power in remote environments, will offer the ability to drop methane emissions to effectively zero where they replace methane polluting pneumatic injection technology. M-ZERØ™ will initially be deployed mainly in Canada and the United States with the ultimate goal of providing remote power to up to 185,000 oil and gas wellheads. 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 Environment (“NDCEE”) to take part in its demonstration/validation program for 2021. The NDCEE is a UltraCell Purchase Agreement On February 18, 2021, Advent Technologies, Inc., entered into a Membership Interest Purchase Agreement (the “MI Purchase Agreement”) with Bren-Tronics, Inc. (“Bren-Tronics”) and UltraCell, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Bren-Tronics (“UltraCell”). Pursuant to the MI 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 $4.0 million and a maximum of $6.0 million upon achievement of certain milestones. Advent also assumed the terms of Bren-Tronics lease for property used in UltraCell’s operations in Livermore, California. 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 $0.5 million. 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 $0.1 million. 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 $1.5 million. 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 October 2022. The Company provided security in the form of a security deposit in the amount of $0.8 million, upon commencement of the lease. On August 31, 2021, the Company through its wholly owned subsidiary, FES, entered into a lease agreement by and among the Company, in its capacity as lessee, and fischer group SE & Co. KG, having its registered seat in Achern, in its capacity as lessor. The lease provides for the rental by the Company of office space, workspace and outdoor laboratory at 77855 Achern, Im Gewerbegebiet 7 for use by FES. Under the terms of the lease, the Company leases 1,017 square feet at a monthly basic rate of €7,768 plus VAT. The lessor has granted the lessee an option right to extend the lease by another five years at the terms and conditions of the lease agreement (option term). The option right must be exercised by written declaration of the lessee and delivered to the lessor not later than ninety days prior to the expiration of the fixed term. The lessee is entitled to terminate the lease early (even during fixed lease term or option term), to the end of each calendar quarter with a notice period of four months. The lessee is obliged to furnish security to the lessor upon occupying the leased premises. The Company provided security in the form of a parent guarantee for a maximum amount of €30,000. 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. 38 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 fuel cell systems and 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 June 30, 2022, 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. While 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. Basis of Presentation Advent’s consolidated financial statements have been prepared in accordance with U.S. GAAP. The Company has determined that it operates in one reportable segment. See Note 1 “Basis of Presentation” in the accompanying condensed consolidated financial statements for more information. Components of Results of Operations Revenue 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 fuel cell systems and 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 systems and electrodes. Advent expects cost of revenues to increase substantially in line with increased production. Advent recognizes cost of revenues in the period that revenues are recognized. 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. 39 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, and incentive and stock-based compensation expense. 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, legal, audit, additional insurance expenses, investor relations activities and other administrative and professional services. Depreciation is also expected to increase as the Company invests in fixed assets in support of the scale-up of the business. Other Income / (Expenses), net Other income / (expenses) consist of additional de minimis incidental income / (expenses) incurred by the business. These income / (expenses) are expected to remain at a de minimis level in the future. Change in Fair Value of Warrant Liability Change in fair value of warrant liability amounting to $(0.2) million and $8.2 million for the three and six months ended June 30, 2022, respectively, represents the change in fair value of the Private Placement Warrants and Working Capital Warrants. Change in fair value of warrant liability amounting to $3.6 million and $13.4 million for the three and six months ended June 30, 2021, respectively, represents the change in fair value of the Private Placement Warrants and Working Capital Warrants. Finance income / (expenses), net Finance income / (expenses) consist mainly of bank charges. Finance income / (expenses) are not anticipated to increase materially as Advent is not intending to take on substantial borrowings at the corporate level in the near future. Foreign Exchange Gains / (Losses), net Foreign exchange gains / (losses) consists of foreign exchange gains or losses on transactions denominated in foreign currencies and on translation of monetary items denominated in foreign currencies. As the Company scales up, its foreign exchange exposure is likely to increase given its revenues are denominated in both euros and dollars, and a portion of the Company’s costs are denominated in euros. Amortization of intangibles The intangible assets of $4.7 million recognized on the acquisition of UltraCell is the Trade Name “UltraCell” ($0.4 million) and the Patented Technology ($4.3 million). The Trade Name has an indefinite useful life while the Patented Technology has a useful life of 10 years, for which amortization expense of $0.1 million and $0.1 million has been recognized for the periods for the three months ended June 30, 2022 and 2021, respectively. The amortization expense of $0.2 million and $0.2 million has been recognized for the periods for the six months ended June 30, 2022 and from the acquisition date of UltraCell to June 30, 2021, respectively. The intangible assets of $19.8 million recognized on the acquisition of SerEnergy and FES are the Patents amounting to $16.9 million, the Process know-how (IPR&D) amounting to $2.6 million and the Order backlog amounting to $0.3 million. The Patents have a useful life of 10 years, the Process know-how has a useful life of 6 years and the Order backlog has a useful life of 1 year. Amortization expense of $0.6 million and $1.2 million has been recognized in relation to these intangibles for the three and six months ended June 30, 2022, respectively. There was no amortization expense recognized in relation to these intangibles for the three and six months ended June 30, 2021. Results of Operations Comparison of the Three Months Ended June 30, 2022 to Three Months Ended June 30, 2021 The following table sets forth a summary of our consolidated results of operations for the three months ended June 30, 2022 and 2021, and the changes between periods. Revenue, net Our total revenue increased by approximately $1.2 million from approximately $1.0 million in the three months ended June 30, 2021 to approximately $2.2 million in the three months ended June 30, 2022. The increase in revenue was related to revenue from SerEnergy and FES’s operations (acquired on August 31, 2021) and increased demand from customers for Advent’s MEAs and other products, as a result of Advent’s customers increasing their own testing and usage of Advent’s products. Cost of Revenues Cost of revenues increased by approximately $1.6 million from approximately $0.7 million in the three months ended June 30, 2021 to approximately $2.3 million in the three months ended June 30, 2022. The increase in cost of revenues was related to the requirement for increased production of MEAs and fuel cell systems to satisfy customer demand, as well as, cost of revenues attributed to SerEnergy’s and FES’s operations. We also faced supply chain cost pressure during the three months ended June 30, 2022. Gross profit / (loss), which is revenue, net minus the cost of revenue, decreased to $(0.1) million in the three months ended June 30, 2022 from $0.3 million in the three months ended June 30, 2021. 41 Research and Development Expenses Research and development expenses were approximately $2.6 million in the three months ended June 30, 2022, primarily related to internal research and development costs, as well as the Company’s cooperative research development agreement with the U.S. Department of Energy. Research and development expenses were approximately $0.6 million in the three months ended June 30, 2021. Administrative and Selling Expenses Administrative and selling expenses were approximately $8.0 million in the three months ended June 30, 2022, and $6.6 million in the three months ended June 30, 2021. The increase was primarily due to increased staffing and costs resulting from the acquisitions of SerEnergy and fischer eco solutions and from stock-based compensation expenses amount to $2.2 million for the three months ended June 30, 2022 compared to $0.7 million for the three months ended June 30, 2021. Change in fair value of Warrant Liability The change in fair value of warrant liability amounting to $(0.2) million and $3.6 million was due to the change in fair value of the Private Placement Warrants and Working Capital Warrants for the three months ended June 30, 2022 and 2021, respectively. Comparison of the Six Months Ended June 30, 2022 to Six Months Ended June 30, 2021 The following table sets forth a summary of our consolidated results of operations for the six months ended June 30, 2022 and 2021, and the changes between periods. Revenue, net Our total revenue from product sales increased by approximately $1.0 million from approximately $2.5 million in the six months ended June 30, 2021 to approximately $3.5 million in the six months ended June 30, 2022. The increase in revenue was related to revenue from SerEnergy and FES’s operations (acquired on August 31, 2021) and increased demand from customers for Advent’s MEAs and other products, as a result of Advent’s customers increasing their own testing and usage of Advent’s products. Cost of Revenues Cost of revenues increased by approximately $2.8 million from approximately $1.0 million in the six months ended June 30, 2021 to approximately $3.8 million in the six months ended June 30, 2022. The increase in cost of revenues was related to the requirement for increased production of MEAs and fuel cell systems to satisfy customer demand, as well as, cost of revenues attributed to SerEnergy’s and FES’s operations. We also faced supply chain cost pressure during the six months ended June 30, 2022. Gross profit / (loss), which is revenue, net minus the cost of revenue, decreased to $(0.3) million in the six months ended June 30, 2022 from $1.5 million in the six months ended June 30, 2021. Research and Development Expenses Research and development expenses were approximately $4.8 million in the six months ended June 30, 2022, primarily related to internal research and development costs, as well as the Company’s cooperative research development agreement with the U.S. Department of Energy. Research and development expenses were approximately $0.7 million in the six months ended June 30, 2021. Administrative and Selling Expenses Administrative and selling expenses were approximately $18.5 million in the six months ended June 30, 2022, and $14.5 million in the six months ended June 30, 2021. The increase was primarily due to the increased personnel, the recognition of stock-based compensation expense amounting to $5.1 million for the six months ended June 30, 2022 compared to $0.7 million for the six months ended June 30, 2021, and costs of the SerEnergy/FES businesses post-acquisition. Change in fair value of Warrant Liability The change in fair value of warrant liability amounting to $8.2 million and $13.4 million was due to the change in fair value of the Private Placement Warrants and Working Capital Warrants for the six months ended June 30, 2022 and for the period February 4, 2021 to June 30, 2021, respectively. Liquidity and Capital Resources As of the date of this filing of the Quarterly Report on Form 10-Q, Advent’s existing cash resources and projected cash flows are anticipated to be sufficient to support planned operations for the next 12 months after the date hereof. This is based on the amount of cash we raised in the Business Combination and projected results over the next 12 months. 43 The following table sets forth a summary of our consolidated cash flows for the six months ended June 30, 2022 and 2021, and the changes between periods. Cash flows used in Operating Activities Advent’s cash flows from operating activities reflect the income 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 receivable, inventory, accounts payable and other current assets and liabilities. Net cash used in operating activities was approximately $(29.4) million for the six months ended June 30, 2022, which related to outflows in connection with administrative and selling expenses, research and development expenses, and costs associated with insurances services and other personnel costs. Net cash used in operating activities was approximately $(16.2) million for the six months ended June 30, 2021, which related to outflows in connection with one-time transactions costs, settlement of unpaid executive compensation and Cash Flows used in Investing Activities Advent’s cash flows used in investing activities was approximately $(3.1) million for the six months ended June 30, 2022, which mostly related to the acquisition of plant and equipment. Advent’s cash flows from investing activities was approximately $(9.4) million for the six months ended June 30, 2021, which related to the acquisition of fixed assets and the amounts paid for the acquisition of UltraCell LLC on February 18, 2021. 44 Cash Flows provided by Financing Activities Advent’s cash flows from financing activities was approximately $141.5 million for the six months ended June 30, 2021, which related to the cash amount contributed at the date of the Merger dated February 4, 2021 and proceeds from issuance of common stock and additional paid-in capital from warrants exercise. Contract Assets and Contract Liabilities Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. As of June 30, 2022 and December 31, 2021, Advent recognized contract assets of $1.0 million and $1.6 million, respectively, on the consolidated balance sheets. The balance as of June 30, 2022 and December 31, 2021 includes an amount of $0 and $0.6 million, respectively, from the SerEnergy and FES acquisition. Advent recognizes contract liabilities when we receive customer payments or have the unconditional right to receive consideration in advance of the performance obligations being satisfied on our contracts. We receive payments from customers based on the terms established in our contracts. Contract liabilities are classified as either current or long-term liabilities in the consolidated balance sheets based on the timing of when we expect to recognize the related revenue. As of June 30, 2022 and December 31, 2021, Advent recognized contract liabilities of $0.9 million and $1.1 million, respectively, in the consolidated balance sheets. During the six months ended June 30, 2022, the Company recognized the amount of $0.1 million in revenues. The balance as of June 30, 2022 and December 31, 2021 amounting to $0.8 million and $1.1 million, respectively, was from the SerEnergy and FES acquisition. Off-Balance Sheet Commitments and Arrangements Since the date of our incorporation, Advent has not engaged in any Critical Accounting Policies and Estimates Advent’s consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires Advent 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. 45 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 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 date of the first sale of common equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended, (b) the last date of Advent’s fiscal year in which Advent has While Advent’s significant accounting policies are described in the notes to Advent’s financial statements (see Note 2 in the 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 In accordance with ASC 606, revenue is recognized when control of the With significant and recurring customers, we negotiate written master agreements as framework agreements (general terms and conditions of trading), following individual 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 the 46 Under ASC 606, we estimate the transaction price, including variable consideration, at the commencement of the 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 In the majority of cases of product sales, revenue is recognized at a point in time when 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 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 Goodwill The Company allocates the fair For significant acquisitions, the Company obtains independent appraisals and valuations of the intangible (and certain tangible) assets acquired and certain assumed obligations as 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 47 We conduct a goodwill impairment analysis annually in the Income Taxes Advent follows the asset and liability method of accounting for income taxes under ASC 740, Part of the Advent’s business activities are conducted through its subsidiaries outside of U.S. Earnings from these subsidiaries are generally indefinitely reinvested in the local businesses. Further, local laws and regulations may also restrict certain subsidiaries from paying dividends to their parents. Consequently, Advent generally does not accrue income taxes for the repatriation of such earnings in accordance with ASC 740, “Income Taxes.” To the extent that there are excess accumulated earnings that we intend to repatriate from any such subsidiaries, we recognize deferred tax liabilities on such foreign earnings. Advent assesses its income tax positions and records tax benefits for all years subject to examination based on the evaluation of the facts, circumstances, and information available at each reporting date. For those tax positions with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information, Advent records a tax benefit. For those income tax positions that are not likely to be sustained, no tax benefit is recognized in the consolidated financial statements. Advent recognizes interest and penalties related to uncertain tax positions as part of the provision for income taxes. 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. For the three and six months ended June 30, 2022, net income tax benefits The Company and its U.S. subsidiaries may be subject to potential examination by U.S. federal, state and city, while the Company’s subsidiaries outside U.S. may be subject to potential examination by their taxing authorities 48 Bond Loan On May 25, 2022, Advent SA and UNI.FUND entered into an agreement to finance Cyrus with a Bond Loan of Mandatory conversion of the Bond Loan will occur in the event of qualified financing which is equivalent to a share capital increase by Cyrus in the first three years from the execution of the Bond Loan agreement with a total amount over €3 million which is covered by third parties unrelated to the basic shareholders or by investors related to them. The Company classifies the Bond Loan as an available for sale financial asset on the condensed consolidated balance sheets. The Company recognizes interest income within the condensed consolidated statement of operations. The Bond Loan is remeasured to Warrant Liability The Company accounts for the 26,369,557 warrants (comprising of 22,029,279 Public Warrants and 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 See Note 2 in the 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 similar measures presented by other companies and may not be 49 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 most comparable GAAP measure, net income / (loss), primarily because it does not include interest, 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 Adjusted Net Loss This supplemental non-GAAP measure is provided to 50 Item 3.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 June 30, 2022, Advent had a cash balance of approximately $46.5 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 the 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. To mitigate cost increases caused by inflation, Advent has taken steps such as searching for alternative supplies at a lower cost and pre-buying materials and supplies at a more advantageous price in advance of its intended use. Foreign Exchange Risk Advent has costs and revenues denominated in euros, Danish krone and Philippine pesos, and therefore is exposed to fluctuations in exchange rates. 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 we Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in Changes in Internal Control There have been no 51 PART Item 1. Legal Proceedings. We are from time to time subject to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could Item 1A. Risk Factors. Information about our risk factors is contained in We face risks associated with We face risks associated with our international operations, including possible unfavorable regulatory, political, tax and labor conditions, which could harm our business. We have international operations in If we fail to successfully address these risks, our business, prospects, operating results and financial condition could be materially harmed. Item 2.Unregistered Sales of None. Item None Item 4. Mine Safety Disclosures. Not applicable. Item 5. Other Information. None. 52 Item 6. Exhibits The following exhibits are being filed or furnished as part of Exhibit Number 53 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. 54Washington, D.C. 20549March 31, 2019No. 001-38615Number: 001-38742AMCI ACQUISITION CORP.Delaware83-0982969 (Exact name of registrant as specified in its charter)Delaware83-0982969(State or other jurisdiction of
incorporation or organization)(I.R.S. Employer
Identification No.)Number)975 Georges Station Road, Suite 900, Greensburg, PA 1560102116 (Address of Principal Executive Offices, including zipprincipal executive offices)(Zip code) (724) 672-4319Title of each classTrading Symbol(s) Name of each exchange on which registered (Registrant’s telephone number, including area code)The Capital Market (Former name, former address and former fiscal year, if changed since last report)WarrantsADNWW The Nasdaq Capital Market 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 ☒ :. Yes ☐ No☒ No ☐Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on whichregisteredUnits, each consisting of one ClassA Common Stock and one RedeemableWarrantAMCIUThe NASDAQ Stock Market LLCCommon Stock, par value$0.0001 per shareAMCIThe NASDAQ Stock Market LLCWarrants, each exercisable for oneClass A Common Stock at $11.50per shareAMCIWThe NASDAQ Stock Market LLCMay 15, 2019, there were 22,052,077August 9, 2022, the registrant had 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.PagePART I – FINANCIAL INFORMATIONItem 1.Financial Statements12345Item 2.16Item 3.19Item 4.19PART II – OTHER INFORMATIONItem 1.20Item 1A.20Item 2.20Item 3.21Item 4.21Item 5.21Item 6.2122PART I - FINANCIAL INFORMATIONItem 1.Financial Statements.AMCI ACQUISITION CORP. December 31, 2018 Unaudited Audited ASSETS Current Assets Cash $ 735,578 $ 886,279 Prepaid expenses and other current assets 139,896 129,825 Total Currents Assets 875,474 1,016,104 Cash and cash equivalents held in Trust Account 222,320,436 221,060,045 Total Assets $ 223,195,910 $ 222,076,149 LIABILITIES AND STOCKHOLDER’S EQUITY Current Liabilities Accounts payable $ 48,382 $ 55,364 Accrued offering costs 25,000 25,000 Franchise tax payable 161,489 54,000 Income tax payable 342,000 113,000 Total Current Liabilities 576,871 247,364 Deferred underwriting fees 7,718,227 7,718,227 Total Liabilities 8,295,098 7,965,591 Commitments Common stock subject to possible redemption, 20,864,892 and 20,869,316 shares at redemption value at March 31, 2019 and December 31, 2018, respectively 209,900,810 209,110,550 Stockholders’ Equity Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding - - Class A Common stock, $0.0001 par value; 100,000,000 shares authorized; 1,187,185 and 1,182,761 issued and outstanding (excluding 20,864,892 and 20,869,316 shares subject to possible redemption at March 31, 2019 and December 31, 2018, respectively) 119 118 Class B Common stock, $0.0001 par value; 10,000,000 shares authorized; 5,513,019 shares issued and outstanding at March 31, 2019 and December 31, 2018 551 551 Additional paid-in capital 3,901,440 4,691,701 Retained earnings 1,097,892 307,638 Total Stockholder’s Equity 5,000,002 5,000,008 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 223,195,910 $ 222,076,149 accompanying noteswords “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “could,” “target,” “predict,” “seek” and similar expressions are an integral partintended 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” in this Quarterly Report on Form 10-Q and in our 2021 Annual Report on Form 10-K (“2021 Annual Report”) 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.● 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: ○ our ability to control the costs associated with our operations; ○ our ability to grow and manage growth profitably; ○ our reliance on complex machinery for our operations and production; ○ the market’s willingness to adopt our technology; ○ our ability to maintain relationships with customers; ○ the potential impact of product recalls; ○ our ability to compete within our industry; ○ increases in costs, disruption of supply or shortage of raw materials; ○ risks associated with strategic alliances or acquisitions, including the acquisition of SerEnergy A/S, a Danish stock corporation (“SerEnergy”) and fischer eco solutions GmbH, a German limited liability company (“FES”), former wholly-owned subsidiaries of F.E.R. fischer Edelstahlrohre GmbH, completed on August 31, 2021; ○ the impact of unfavorable changes in U.S. and international regulations; ○ the availability of and our ability to meet the terms and conditions for government grants and economic incentives; and ○ 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; ● future exchange and interest rates; and ● other factors detailed within the 2021 Annual Report under the section entitled “Risk Factors.” statements.AMCI ACQUISITION CORP.FOR THE THREE MONTHS ENDED MARCH 31, 2019(Unaudited)Operating expenses General and administrative $ 133,847 Franchise tax expense 107,290 Loss from operations (241,137 ) Other Income – dividends and interest 1,260,391 Income before provision for income tax 1,019,254 Provision for income tax (229,000 ) Net income $ 790,254 6,695,829 $ (0.01 ) (1)Excludes an aggregate of up to 20,864,892 shares subject to possible redemption.(2)Excludes income of $874,163 attributable to common stock subject to possible redemption (see Note 2).The accompanying notes are an integral part of these unaudited condensed financial statements.AMCI ACQUISITION CORP.FOR THE THREE MONTHS ENDED MARCH 31, 2019 Shares Amount Shares Amount 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 - - (790,261 ) - (790,260 ) Net income - - - - - 790,254 790,254 Balance at March 31, 2019 (Unaudited) 1,187,185 $ 119 5,513,019 $ 551 $ 3,901,440 $ 1,097,892 $ 5,000,002 The accompanying notes are an integral part of these unaudited condensed financial statements.AMCI ACQUISITION CORP.FOR THE THREE MONTHS ENDED MARCH 31, 2019(Unaudited)Cash Flows from Operating Activities: Net income $ 790,254 Adjustments to reconcile net income to net cash used in operating activities: Other income – dividends and interest on Trust Account (1,260,391 ) Changes in operating assets and liabilities: Prepaid expenses and other current assets (10,071 ) Accounts payable (6,982 ) Franchise tax payable 107,489 Income tax payable 229,000 Net cash used in operating activities (150,701 ) Net Change in Cash (150,701 ) Cash – Beginning 886,279 Cash – Ending $ 735,578 Non-Cash investing and financing activities: Change in value of common stock subject to possible redemption $ 790,260 The accompanying notes are an integral part of these unaudited condensed financial statements.Note 1 - Description of Organizationstatements for the three- and Business OperationsAMCI Acquisition Corp. (the "Company") wassix-month periods ended June 30, 2022.2018. 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 "Business Combination"“Initial Public Offering”), following which our shares began trading on the Nasdaq Capital Market (“Nasdaq”). As of June 30,
2022
(Unaudited) December 31,
2021 ASSETS Current assets: Cash and cash equivalents $ 46,536 $ 79,764 Accounts receivable 2,556 3,139 Contract assets 996 1,617 Inventories 10,248 6,958 Prepaid expenses and Other current assets 10,690 5,873 Total current assets 71,026 97,351 Non-current assets: Goodwill 30,030 30,030 Intangibles, net 22,041 23,344 Property and equipment, net 9,648 8,585 Other non-current assets 2,696 2,475 Deferred tax assets 1,605 1,246 Available for sale financial asset 311 - Total non-current assets 66,331 65,680 Total assets $ 137,357 $ 163,031 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Trade and other payables $ 4,929 $ 4,837 Deferred income from grants, current 203 205 Contract liabilities 934 1,118 Other current liabilities 7,523 12,515 Income tax payable 179 196 Total current liabilities 13,768 18,871 Non-current liabilities: Warrant liability 2,214 10,373 Deferred tax liabilities 2,258 2,500 Defined benefit obligation 96 90 Deferred income from grants, non-current 127 - Other long-term liabilities 710 996 Total non-current liabilities 5,405 13,959 Total liabilities 19,173 32,830 Commitments and contingent liabilities Stockholders’ equity Common stock ($ par value per share; Shares authorized: at June 30, 2022 and December 31, 2021; Issued and outstanding: and at June 30, 2022 and December 31, 2021, respectively) 5 5 Preferred stock ($ par value per share; Shares authorized: at June 30, 2022 and December 31, 2021; nil issued and outstanding at June 30, 2022 and December 31, 2021) 0 0 Additional paid-in capital 169,980 164,894 Accumulated other comprehensive loss (3,132 ) (1,273 ) Accumulated deficit (48,669 ) (33,425 ) Total stockholders’ equity 118,184 130,201 Total liabilities and stockholders’ equity $ 137,357 $ 163,031 Three months ended
June 30,
(Unaudited) Six months ended
June 30,
(Unaudited) 2022 2021 2022 2021 Revenue, net $ 2,225 $ 1,003 $ 3,481 $ 2,493 Cost of revenues (2,270 ) (669 ) (3,787 ) (1,017 ) Gross profit / (loss) (45 ) 334 (306 ) 1,476 Income from grants 209 86 717 124 Research and development expenses (2,642 ) (639 ) (4,791 ) (668 ) Administrative and selling expenses (7,956 ) (6,596 ) (18,454 ) (14,517 ) Amortization of intangibles (718 ) 29 (1,417 ) (158 ) Operating loss (11,152 ) (6,786 ) (24,251 ) (13,743 ) Fair value change of warrant liability (217 ) 3,646 8,159 13,412 Finance income / (expenses), net 1 (3 ) (9 ) (13 ) Foreign exchange (losses) / gains, net (1 ) (10 ) (18 ) 13 Other (expenses) / income, net (218 ) 10 (221 ) 94 Loss before income tax (11,587 ) (3,143 ) (16,340 ) (237 ) Income taxes 439 - 1,096 - Net loss $ (11,148 ) $ (3,143 ) $ (15,244 ) $ (237 ) Net loss per share Basic loss per share (0.22 ) (0.07 ) (0.30 ) (0.01 ) Basic weighted average number of shares 51,476,822 46,126,490 51,365,823 42,041,473 Diluted loss per share (0.22 ) (0.07 ) (0.30 ) (0.01 ) Diluted weighted average number of shares 51,476,822 46,126,490 51,365,823 42,041,473
June 30, Six months ended
June 30,
(Unaudited) 2022 2021 2022 2021 Net loss $ (11,148 ) $ (3,143 ) $ (15,244 ) $ (237 ) Other comprehensive loss, net of tax effect: Foreign currency translation adjustment (1,441 ) (307 ) (1,859 ) (288 ) Total other comprehensive loss (1,441 ) (307 ) (1,859 ) (288 ) Comprehensive loss $ (12,589 ) $ (3,450 ) $ (17,103 ) $ (525 ) Three Months Ended June 30, 2022 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’
Equity Balance as of March 31, 2022 (Unaudited) - $ - - $ - 51,253,591 $ 5 $ 167,755 $ (37,521 ) $ (1,691 ) $ 128,548 Stock issued under stock compensation plan (Unaudited) - - - - 377,918 0 - - - 0 Stock based compensation expense (Unaudited) - - - - - - 2,225 - - 2,225 Net loss (Unaudited) - - - - - - - (11,148 ) - (11,148 ) Other comprehensive loss (Unaudited) - - - - - - - - (1,441 ) (1,441 ) Balance as of June 30, 2022 (Unaudited) - $ - - $ - 51,631,509 $ 5 $ 169,980 $ (48,669 ) $ (3,132 ) $ 118,184 Six Months Ended June 30, 2022 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’
Equity Balance as of December 31, 2021 - $ - - $ - 51,253,591 $ 5 $ 164,894 $ (33,425 ) $ (1,273 ) $ 130,201 Stock issued under stock compensation plan (Unaudited) - - - - 377,918 0 - - - 0 Stock based compensation expense (Unaudited) - - - - - - 5,086 - - 5,086 Net loss (Unaudited) - - - - - - - (15,244 ) - (15,244 ) Other comprehensive loss (Unaudited) - - - - - - - - (1,859 ) (1,859 ) Balance as of June 30, 2022 (Unaudited) - $ - - $ - 51,631,509 $ 5 $ 169,980 $ (48,669 ) $ (3,132 ) $ 118,184 Three Months Ended June 30, 2021 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’
Equity Balance as of March 31, 2021 (Unaudited) - $ - - $ - 46,105,947 $ 4 118,569 $ (9,996 ) $ 131 $ 108,708 Business combination and PIPE financing (Unaudited) - - - - - - 431 - - 431 Share capital increase from warrants exercise (Unaudited) - - - - 22,798 0 262 - - 262 Stock based compensation expense (Unaudited) - - - - - - 703 - - 703 Net Loss (Unaudited) - - - - - - - (3,143 ) - (3,143 ) Other comprehensive loss (Unaudited) - - - - - - - - (307 ) (307 ) Balance as of June 30, 2021 (Unaudited) - $ - - $ - 46,128,745 $ 4 $ 119,965 $ (13,139 ) $ (176 ) $ 106,654 Six Months Ended June 30, 2021 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 $ 1 2,095,592 $ 1 3,017,057 $ 3 $ 10,991 $ (12,902 ) $ 112 $ (1,794 ) Retroactive application of recapitalization (Unaudited) (844,037 ) (1 ) (2,095,592 ) (1 ) 22,016,341 (1 ) 3 - - - Adjusted balance, beginning of period (Unaudited)* - - - - 25,033,398 2 10,994 (12,902 ) 112 (1,794 ) Business combination and PIPE financing (Unaudited) - - - - 21,072,549 2 108,006 - - 108,008 Share capital increase from warrants exercise (Unaudited) - - - - 22,798 0 262 - - 262 Stock based compensation expense (Unaudited) - - - - - - 703 - - 703 Net loss (Unaudited) - - - - - - - (237 ) - (237 ) Other comprehensive loss (Unaudited) - - - - - - - - (288 ) (288 ) Balance as of June 30, 2021 (Unaudited) - $ - - $ - 46,128,745 $ 4 $ 119,965 $ (13,139 ) $ (176 ) $ 106,654 * The amounts have been retroactively restated to give effect to the recapitalization transaction. Six months ended
June 30,
(Unaudited) 2022 2021 Net Cash used in Operating Activities $ (29,356 ) $ (16,231 ) Cash Flows from Investing Activities: Purchases of property and equipment (2,673 ) (948 ) Purchases of intangible assets (121 ) 0 Advances for the acquisition of property and equipment 0 (2,529 ) Acquisition of subsidiaries, net of cash acquired 0 (5,923 ) Acquisition of available for sale financial assets (328 ) 0 Net Cash used in Investing Activities $ (3,122 ) $ (9,400 ) Cash Flows from Financing Activities: Business Combination and PIPE financing, net of issuance costs paid 0 141,121 Proceeds of issuance of common stock and paid-in capital from warrants exercise 0 262 State loan proceeds 0 117 Net Cash provided by Financing Activities $ 0 $ 141,500 Net increase / (decrease) in cash and cash equivalents $ (32,478 ) $ 115,869 Effect of exchange rate changes on cash and cash equivalents (750 ) (276 ) Cash and cash equivalents at the beginning of the period 79,764 516 Cash and cash equivalents at the end of the period $ 46,536 $ 116,109 Supplemental Cash Flow Information Cash activities Interest paid $ 7 $ 0 Non-cash Investing and Financing Activities: Stock-based compensation $ 5,086 $ 703 1. Basis of presentation Company's sponsor isnet assets of AMCI Sponsorare stated at historical cost, with no goodwill or other intangible assets recorded."Sponsor"“UltraCell Purchase Agreement”). See Note 3 “Business Combination” for additional information.Althoughis not limited toentered into a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies in 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.As of March 31, 2019, the Company had not commenced any operations. All activity through March 31, 2019 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 offered, the "Public Shares"), generating total gross proceeds of $200,000,000, which is described in Note 3.Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 5,500,000 warrantsShare Purchase Agreement (the "Private Placement Warrants") 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 closing 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 Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account ("Trust Account") and will be 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"“Purchase Agreement”), with F.E.R. fischer Edelstahlrohre GmbH, a maturitylimited liability company incorporated under the Laws of 180 days or less or in any open-ended investment company that holds itself out 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' electionGermany (the “Seller”) 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 our 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, our Sponsor forfeited 236,981 Founder Shares.Transaction costs amounted to $12,653,266, consisting of $4,410,416 of underwriting fees, $7,718,227 of deferred underwriting fees and $524,623 of other costs. In addition, $735,578 of cash was held outside of the Trust Account and is available for working capital purposes as of March 31, 2019.AMCI ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2019(Unaudited)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 substantiallyacquire (the “Acquisition”) all of the remaining net proceeds are intended to be applied generally toward consummatingissued and outstanding equity interests in SerEnergy A/S, a Business Combination. The Company must complete an initial Business Combination having an aggregate fair market value of at least 80%Danish stock corporation and a wholly-owned subsidiary of the assets heldSeller (“SerEnergy”) and fischer eco solutions GmbH, a German limited liability company and a wholly-owned subsidiary of the Seller (“FES”) together with certain outstanding shareholder loan receivables. See Note 3 “Business Combination” for additional information.Trust Account (excludingfuel cell and hydrogen technology space. Advent develops, manufactures and assembles the deferred underwriting feescritical components that determine the performance of hydrogen fuel cells and taxes payable on interest earned onother energy systems. To date, Advent’s principal operations have been to develop and manufacture Membrane Electrode Assembly (MEA) and to design fuel cell stacks and complete fuel cell systems for a range of customers in the Trust Account) atstationary power, portable power, automotive, aviation, energy storage and sensor markets.timePhilippines.agreementCompany have been prepared to enter into an initial Business Combination. The Company will only complete a Business Combination ifreflect the post-transaction company owns or acquires 50% or moreconsolidation of the outstanding voting securities of the target or otherwise acquires a controlling interestcompanies listed below:Subsidiaries in Consolidation Company Name Country of
Incorporation Ownership Interest Statements of Operations Direct Indirect 2022 2021 Advent Technologies, Inc. USA 100% 0 01/01 – 6/30 01/01 – 6/30 Advent Technologies S.A. Greece 100% 0 01/01 – 6/30 01/01 – 6/30 Advent Technologies LLC USA 0 100% 01/01 – 6/30 02/19 – 6/30 Advent Technologies GmbH Germany 100% 0 01/01 – 6/30 - Advent Technologies A/S Denmark 100% 0 01/01 – 6/30 - Advent Green Energy Philippines, Inc Philippines 0 100% 01/01 – 6/30 - 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.The Company will provide its holders of the outstanding Public Shares (the "public stockholders"accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) 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 (the "Amended and Restated Certificate of Incorporation"), conduct the redemptions pursuant to the tender offer rulesregulations of the U.S. Securities and Exchange Commission ("SEC"(“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 (as defined below in Note 5), 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.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 sellersunaudited financial information reflects, 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 completionopinion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificatemanagement, all adjustments, consisting 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.AMCI ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2019(Unaudited)The Company has until May 20, 2020 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 within the Combination Period.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 in 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.Liquidity and Capital ResourcesAs indicated in the accompanying financial statements, at March 31, 2019, the Company had $735,578 in cash, working capital of $802,092, and $1,799,666 of interest available to pay for tax obligations.The Company’s liquidity needs have been satisfied to date through the contribution of $25,000 from the sale of the founders’ shares, the loan from the Sponsor in an aggregate amount of $218,610 under the form of promissory note, and the net proceeds from the sale of the Private Placement Warrants not held in the Trust Account. The Company repaid to the Sponsor in full on November 23, 2018.AMCI ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2019(Unaudited)Based on the foregoing, management believes that the Company has sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of the financial statements.Note 2 - Summary of Significant Accounting PoliciesBasis of PresentationThe accompanying unaudited condensed 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 statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotesnormal recurring adjustments, considered necessary for a comprehensive presentationfair statement of the Company’s financial position, results of operations orand cash flows. Operating resultsflows for the three months ended March 31, 2019 isperiods indicated. The results reported for the interim period presented are not necessarily indicative of the results that may be expected for the year ended December 31, 2019. In the opinion of management, the accompanyingfull year. These unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.The accompanying unaudited condensedconsolidated 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, 2021, included in the Annual Report on Form 10-K filed by the Company with the SEC on April 1, 2019.March 31, 2022.Emerging Growth2. Summary of Significant Accounting Policies "emerging“emerging growth company,"” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Ourour Business Startups Act of 2012, (the "JOBS Act"“JOBS Act”). As an emerging growth company (“EGC”), and it may take advantagethe JOBS Act allows the Company to delay adoption of certain exemptions from various reporting requirements thatnew 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 did not apply any new accounting policies during the three- and six-month periods ended June 30, 2022 other public companiesthan those noted within Recent Accounting Pronouncements (included in Note 2).● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. ● Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Liabilities Measured at Fair Value on Recurring Basis As of June 30, 2022 (unaudited) (Amounts in thousands) Fair Value Unobservable Inputs
(Level 3) Assets Available for sale financial asset $ 311 $ 311 $ 311 $ 311 Liabilities Warrant liability $ 2,214 $ 2,214 $ 2,214 $ 2,214 As of December 31, 2021 (Amounts in thousands) Unobservable Inputs
(Level 3) Liabilities Warrant liability $ 10,373 $ 10,373 $ 10,373 $ 10,373 Change in Fair Value of Warrant Liability Warrant Liability (Amounts in thousands) For the
Three Months Ended
June 30,
2022
(unaudited) For the
Three Months Ended
June 30,
2021
(unaudited)
Six Months Ended
June 30,
2022
(unaudited)
Six Months Ended
2021
(unaudited) Estimated fair value (beginning of period) $ 1,997 $ 23,350 $ 10,373 $ 0 Estimated fair value of warrant issuance 0 0 0 33,116 Change in estimated fair value 217 (3,646 ) (8,159 ) (13,412 ) Estimated fair value (end of period) $ 2,214 $ 19,704 $ 2,214 $ 19,704 Fair Value Measurements Input Stock price $ 2.52 Exercise price (strike price) $ 11.50 Risk-free interest rate 2.95 % Volatility 74.20 % Remaining term (in years) 3.59 companiescompany status. When the Company presents the adoption of the new lease standard it will use the modified retrospective method. At the time the Company presents its interim consolidated financial statements for the first quarter of 2023, it will adjust the comparative period to reflect the adoption of this standard. Furthermore, the Company elected practical expedients, which allow entities (i) to not reassess whether any expired or existing contracts are considered or contain leases; (ii) to not reassess the lease classification for any expired or existing leases (iii) to not reassess initial direct costs for any existing leases and (iv) which allows to treat the lease and non-lease components as a single lease component due to its predominant characteristic. The Company expects this standard will have a material effect on its consolidated balance sheets with the recognition of new right-of-use assets and lease liabilities for all operating leases longer than one year in duration. The Company estimates both assets and liabilities on the condensed consolidated balance sheet will increase by approximately $15.8 million. The Company does not expect the adoption to have a significant impact upon its consolidated statements of operations and cash flows. Changes in lease population or changes in incremental borrowing rates may alter this estimate. The Company will expand its disclosures in its annual consolidated financial statements.3. (a) AMCI Acquisition Corp. Reconciles the Elements of Business Combination to Consolidated Statements (Amounts in thousands) Recapitalization Cash- AMCI’s trust and cash (net of redemptions) $ 93,311 Cash – PIPE plus interest 65,000 Less transaction costs and advisory fees paid (17,189 ) Less non-cash warrant liability assumed (33,116 ) Net Business Combination and PIPE financing $ 108,006 Common Stock Issued Following the Consummation of Business Combination Recapitalization Class A Common Stock of AMCI, outstanding prior to Business Combination 9,061,136 Less Redemption of AMCI shares (1,606 ) Class B Common Stock of AMCI, outstanding prior to Business Combination 5,513,019 Shares issued in PIPE 6,500,000 Business Combination and PIPE financing shares 21,072,549 Legacy Advent Shares 25,033,398 Total shares of Common Stock immediately after Business Combination 46,105,947 (b) UltraCell, LLC Assets Acquired and Liabilities Assumed Current assets Cash and cash equivalents $ 78 Other current assets 658 Total current assets $ 736 Non-current assets 9 Total assets $ 745 Current liabilities 110 Non-current liabilities - Total liabilities $ 110 Net assets acquired $ 635 Cost of investment $ 6,000 Net assets value 635 Consideration to be allocated $ 5,365 Fair value adjustment - New intangibles Trade name “UltraCell” 406 Patented technology 4,328 Total intangibles acquired $ 4,734 Remaining Goodwill $ 631 (c) Acquisition of SerEnergy and FES Assets Acquired and Liabilities Assumed Current assets Cash and cash equivalents $ 4,367 Other current assets 10,252 Total current assets $ 14,619 Non-current assets 5,388 Total assets $ 20,007 Current liabilities 5,800 Non-current liabilities 1,180 Total liabilities $ 6,980 Net assets acquired $ 13,027 Cost of investment Cash consideration $ 22,236 Share consideration 37,924 Total cost of investment 60,160 Less: Net assets value 13,027 Original excess purchase price $ 47,133 Fair value adjustments Real Property 76 New intangibles: Patents 16,893 Process know-how (IPR&D) 2,612 Order backlog 266 Total intangibles acquired $ 19,771 Deferred tax liability arising from the recognition of intangibles and real property valuation (5,452 ) Deferred tax assets on tax losses carried forward 3,339 Remaining Goodwill $ 29,399 4. Related party disclosures 5. Accounts receivable, net Accounts Receivable (Amounts in thousands) June 30,
2022
(unaudited)
2021 Accounts receivable from third party customers $ 2,971 $ 3,550 Less: Allowance for credit losses (415 ) (411 ) Accounts receivable, net $ 2,556 $ 3,139 Changes in Allowance for Credit Losses (Amounts in thousands)
three months ended
June 30,
2022
three months ended
June 30,
2021
six months ended
June 30,
2022
six months ended
June 30,
2021 Balance at beginning of period $ (402 ) $ 0 $ (411 ) $ 0 Additions (40 ) - (40 ) - Exchange differences 27 0 36 0 Balance at end of period $ (415 ) $ 0 $ (415 ) $ 0 6. Inventories Inventories (Amounts in thousands) June 30,
2022
(unaudited) December 31,
2021 Raw materials and supplies $ 7,008 $ 5,361 Work-in-process 440 757 Finished goods 2,844 888 Total $ 10,292 $ 7,006 Provision for slow moving inventory (44 ) (48 ) Total $ 10,248 $ 6,958 Changes in Provision for Slow Moving Inventory (Amounts in thousands)
three months ended
June 30,
2022
three months ended
June 30,
2021
six months ended
June 30,
2022
six months ended
June 30,
2021 Balance at beginning of period $ (47 ) $ - $ (48 ) $ - Exchange differences 3 - 4 - Balance at end of period $ (44 ) $ - $ (44 ) $ - 7. Prepaid expenses and other current assets Prepaid Expenses (Amounts in thousands) June 30,
2022
(unaudited) December 31,
2021 Prepaid insurance expenses $ 1,641 $ 355 Prepaid research expenses 391 495 Prepaid rent expenses 92 99 Other prepaid expenses 313 191 Total $ 2,437 $ 1,140 Other Current Assets (Amounts in thousands) June 30,
2022
(unaudited) December 31,
2021 VAT receivable $ 1,006 $ 981 Withholding tax 543 108 Grant receivable 396 510 Purchases under receipt 455 274 Guarantees 37 24 Other receivables 5,816 2,836 Total $ 8,253 $ 4,733 8. Goodwill and Intangible Assets Goodwill (Amounts in thousands) Goodwill on acquisition of UltraCell (Note 3b) $ 631 Goodwill on acquisition of SerEnergy and FES (Note 3c) 29,399 Total goodwill $ 30,030 Intangible Assets As of June 30, 2022 (unaudited) (Amounts in thousands) Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount Indefinite-lived intangible assets: Trade name “UltraCell” $ 406 $ - $ 406 Total indefinite-lived intangible assets $ 406 $ - $ 406 Finite-lived intangible assets: Patents 21,221 (1,997 ) 19,224 Process know-how (IPR&D) 2,612 (362 ) 2,250 Order backlog 266 (222 ) 44 Software 226 (109 ) 117 Total finite-lived intangible assets $ 24,325 $ (2,690 ) $ 21,635 Total intangible assets $ 24,731 $ (2,690 ) $ 22,041 As of December 31, 2021 (Amounts in thousands) Gross
Carrying
Amount Net
Carrying
Amount Indefinite-lived intangible assets: Trade name “UltraCell” $ 406 $ - $ 406 Total indefinite-lived intangible assets $ 406 $ - $ 406 Finite-lived intangible assets: Patents 21,221 (945 ) 20,276 Process know-how (IPR&D) 2,612 (147 ) 2,465 Order backlog 266 (90 ) 176 Software 122 (101 ) 21 Total finite-lived intangible assets $ 24,221 $ (1,283 ) $ 22,938 Total intangible assets $ 24,627 $ (1,283 ) $ 23,344 Future Amortization Expense (Amounts in thousands) Fiscal Year Ended December 31, 2022 $ 1,358 2023 2,607 2024 2,607 2025 2,607 2026 2,607 Thereafter 9,849 Total $ 21,635 9. Property, plant and equipment, net Property, plant and equipment, net (Amounts in thousands) June 30,
2022
(unaudited) December 31,
2021 Land, Buildings & Leasehold Improvements $ 1,864 $ 1,888 Machinery 7,936 8,756 Equipment 4,313 4,091 Assets under construction 1,969 431 $ 16,082 $ 15,166 Less: accumulated depreciation (6,434 ) (6,581 ) Total $ 9,648 $ 8,585 10. Other non-current assets 11. Trade and other payables 12. Other current liabilities Other Current Liabilities and Accrued Expenses (Amounts in thousands) June 30,
2022
(unaudited) December 31,
2021 Accrued expenses (1) $ 1,479 $ 5,903 Other short-term payables (2) 4,711 4,590 Taxes and duties payable 529 1,236 Provision for unused vacation 487 424 Accrued provision for warranties, current portion (Note 14) 231 208 Social security funds 48 84 Overtime provision 38 70 Total $ 7,523 $ 12,515 (1) Accrued expenses are analyzed as follows: (Amounts in thousands)
2022
(unaudited) December 31,
2021 Accrued bonus $ - $ 3,603 Accrued construction fees 347 1,285 Accrued expenses for legal and consulting fees 197 334 Accrued payroll fees 190 129 Other accrued expenses 745 552 Total $ 1,479 $ 5,903 Accrued construction fees as of June 30, 2022 and December 31, 2021 relate to accrued fees for the design and construction of the Company’s leased workspace at Hood Park in Charlestown, as discussed in Note 7. Other accrued expenses mainly consist of accrual of staff expenses and audit fees. (2) Other short-term payables as of June 30, 2022 and December 31, 2021 include an amount of $4.4 million, which is payable to F.E.R. fischer Edelstahlrohre GmbH to complete the acquisition of SerEnergy and FES, as discussed in Note 3(c). 13. Private Placement Warrants and Working Capital Warrants 14. Other long-term liabilities 15. Stockholders’ Equity / (Deficit) – 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 $ 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. Activities for Stock Options Number of
Shares Strike
Price Grant Date
Fair Value Granted on March 18, 2022 328,167 $ 2.94 $ 2.32 Total stock options granted in 2022 328,167 Assumptions Used to Estimate the Fair Value of Stock Options Assumptions Stock options granted on
March 18,
2022Expected volatility % Risk-free rate % Time to maturity years Activities for Unvested Stock Number of
options Weighted Average
Grant Date
Fair Value Unvested as of December 31, 2021 2,624,894 $ 4.88 Granted 328,167 $ 2.32 Vested (489,875 ) $ 5.04 Forfeited (33,469 ) $ 4.45 Unvested as of June 30, 2022 2,429,717 $ 4.51 Schedule of Restricted Stock Units Number of
Shares Grant Date
Fair Value Granted on March 18, 2022 328,167 $ 2.94 Granted on June 8, 2022 193,548 $ 1.55 Total restricted stock units granted in 2022 521,715 Schedule of Unvested Restricted Stock Units Number of
Shares Weighted Average
Grant Date
Fair Value Unvested as of December 31, 2021 2,702,099 $ 9.65 Granted 521,715 $ 2.42 Vested (538,135 ) $ 10.36 Forfeited (62,414 ) $ 8.77 Unvested as of June 30, 2022 2,623,265 $ 8.09 16. Revenue Revenue
June 30,
June 30, (Amounts in thousands) 2022 2021 2022 2021 Sales of goods $ 2,213 $ 1,003 $ 2,889 $ 2,493 Sales of services 12 0 592 0 Total revenue from contracts with customers $ 2,225 $ 1,003 $ 3,481 $ 2,493 (Amounts in thousands)
June 30,
(unaudited)
June 30,
(unaudited) Timing of revenue recognition 2022 2021 2022 2021 Revenue recognized at a point in time $ 2,225 $ 1,003 $ 3,481 $ 1,833 Revenue recognized over time 0 0 0 660 Total revenue from contracts with customers $ 2,225 $ 1,003 $ 3,481 $ 2,493 17. Collaborative Arrangements 18. Convertible Bond Loan 19. Income Taxes 20. Segment Reporting and Information about Geographical Areas being requiredconsidered a separate operating segment. The Company has identified one 1 business segment.Revenues, by Geographic Location
June 30,
(unaudited)
June 30,
(unaudited) (Amounts in thousands) 2022 2021 2022 2021 North America $ 941 $ 928 $ 1,433 $ 2,264 Europe 1,256 75 1,635 229 Asia 28 0 413 0 Total net sales $ 2,225 $ 1,003 $ 3,481 $ 2,493 21. Commitments and contingencies complylegal 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.Contractual Obligations Fiscal Year Ended December 31, Quantity (m2) 2022 2,400 $ 773 2023 4,000 1,269 2024 6,000 1,699 2025 8,000 2,265 Total 20,400 $ 6,006 Future Minimum Lease Payments Fiscal Year Ended December 31, 2022 $ 781 2023 2,276 2024 2,266 2025 2,303 2026 1,920 Thereafter 6,325 Total $ 15,871 22. Net loss per share Computation of Basic and Diluted Net Loss Per Share
June 30,
June 30, (Amounts in thousands, except share and per share amounts) 2022 2021 2022 2021 Numerator: Net loss $ (11,148 ) $ (3,143 ) $ (15,244 ) $ (237 ) Denominator: Basic weighted average number of shares 51,476,822 46,126,490 51,365,823 42,041,473 Diluted weighted average number of shares 51,476,822 46,126,490 51,365,823 42,041,473 Net loss per share: Basic $ (0.22 ) $ (0.07 ) $ (0.30 ) $ (0.01 ) Diluted $ (0.22 ) $ (0.07 ) $ (0.30 ) $ (0.01 ) 23. Subsequent Events ● Expand U.S.-based operations to increase capacity for product testing, development projects and associated research and development activities; ● Expand production facilities to increase and automate assembly and production of fuel cell systems and MEAs; ● Develop improved MEA and other products for both existing and new markets, such as ultra-light MEAs designed for aviation applications, to remain at the forefront of the fast-developing hydrogen economy; ● Increase business development and marketing activities; ● Increase headcount in management and head office functions in order to appropriately manage Advent’s increased operations; ● Improve its operational, financial and management information systems; ● Obtain, maintain, expand, and protect its intellectual property portfolio; and ● Operate as a public company. attestation requirementsto audit the Company’s consolidated financial statements for the year ending December 31, 2021. EY served as independent registered public accounting firm of Section 404Advent prior to the Business 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 Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensationCompany’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.periodic reportsproprietary MEAs, while Advent intends to support Hyundai in fulfilling its fuel cell project needs, through:● Developing inks and structures using Hyundai catalysts, which will then be evaluated by Hyundai. Following evaluation, Hyundai will determine whether their own or standard catalysts will be used for this project. ● Supplying MEAs throughout the development/commercialization cycle (“Advent MEAs”) for testing, evaluation, and optimization under conditions set by Hyundai. ● Assisting Hyundai with the use and specifications of MEAs as well as their implementation into Hyundai’s designs. proxy statements,Advent will collaborate closely to set out specific product requirements, collaborative product goals, as well as milestones for achieving established goals and exemptions fromplans for the second phase, which shall also include Advent’s stack cooling technology.● Supplying MEAs for testing, evaluation, and optimization under the collaborator’s conditions. ● Providing support on MEA operational parameters while the collaborator supplies feedback to Advent on performance and durability. ● Sharing technical know-how for fuel cell stacks, proprietary HT-PEM technology, and leveraging HT-PEM for advanced cooling systems. holdingits customers and to address new applications. BASF has substantial experience in the manufacturing and development of proton-conducting membranes, GDEs, HT-PEM MEAs and the pertinent chemicals, catalysts, and compositions for their application in hydrogen separation and fuel cells. BASF is constantly improving the quality, robustness and performance of its products to support growth in fuel cell systems applications.nonbinding advisory voteDOD 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. Three months ended
June 30,
(unaudited) (Amounts in thousands, except share and per share amounts) 2022 2021 $ change % change Revenue, net $ 2,225 $ 1,003 $ 1,222 121.8 % Cost of revenues (2,270 ) (669 ) (1,601 ) 239.3 % Gross profit / (loss) (45 ) 334 (379 ) (113.5 )% Income from grants 209 86 123 143.0 % Research and development expenses (2,642 ) (639 ) (2,003 ) 313.5 % Administrative and selling expenses (7,956 ) (6,596 ) (1,360 ) 20.6 % Amortization of intangibles (718 ) 29 (747 ) (2,575.9 )% Operating loss (11,152 ) (6,786 ) (4,366 ) 64.3 % Fair value change of warrant liability (217 ) 3,646 (3,863 ) (106.0 )% Finance income / (expenses), net 1 (3 ) 4 (133.3 )% Foreign exchange (loss) / gain, net (1 ) (10 ) 9 (90.0 )% Other income / (expenses), net (218 ) 10 (228 ) (2,280.0 )% Loss before income tax (11,587 ) (3,143 ) (8,444 ) 268.7 % Income tax 439 - 439 N/A Net loss $ (11,148 ) $ (3,143 ) $ (8,005 ) 254.7 % Net loss per share Basic loss per share (0.22 ) (0.07 ) (0.15 ) N/A Basic weighted average number of shares 51,476,822 46,126,490 N/A N/A Diluted loss per share (0.22 ) (0.07 ) (0.15 ) N/A Diluted weighted average number of shares 51,476,822 46,126,490 N/A N/A Six months ended
June 30,
(unaudited) (Amounts in thousands, except share and per share amounts) 2022 2021 $ change % change Revenue, net $ 3,481 $ 2,493 $ 988 39.6 % Cost of revenues (3,787 ) (1,017 ) (2,770 ) 272.4 % Gross profit / (loss) (306 ) 1,476 (1,782 ) (120.7 )% Income from grants 717 124 593 478.2 % Research and development expenses (4,791 ) (668 ) (4,123 ) 617.2 % Administrative and selling expenses (18,454 ) (14,517 ) (3,937 ) 27.1 % Amortization of intangibles (1,417 ) (158 ) (1,259 ) 796.8 % Operating loss (24,251 ) (13,743 ) (10,508 ) 76.5 % Fair value change of warrant liability 8,159 13,412 (5,253 ) (39.2 )% Finance income / (expenses), net (9 ) (13 ) 4 (30.8 )% Foreign exchange (loss) / gain, net (18 ) 13 (31 ) (238.5 )% Other income / (expenses), net (221 ) 94 (315 ) (335.1 )% Loss before income tax (16,340 ) (237 ) (16,103 ) 6,794.5 % Income tax 1,096 - 1,096 N/A Net loss $ (15,244 ) $ (237 ) $ (15,007 ) 6,332.1 % Net loss per share Basic loss per share (0.30 ) (0.01 ) (0.29 ) N/A Basic weighted average number of shares 51,365,823 42,041,473 N/A N/A Diluted loss per share (0.30 ) (0.01 ) (0.29 ) N/A Diluted weighted average number of shares 51,365,823 42,041,473 N/A N/A Six Months Ended
June 30,
(unaudited) (Amounts in thousands) 2022 2021 $ change % change Net Cash used in Operating Activities $ (29,356 ) $ (16,231 ) $ (13,125 ) 80.9 % Cash Flows from Investing Activities: Purchases of property and equipment (2,673 ) (948 ) (1,725 ) 182.0 % Purchases of intangible assets (121 ) - (121 ) N/A Advances for the acquisition of property and equipment - (2,529 ) 2,529 N/A Acquisition of a subsidiary, net of cash acquired - (5,923 ) 5,923 N/A Acquisition of available for sale financial assets (328 ) - (328 ) N/A Net Cash used in Investing Activities $ (3,122 ) $ (9,400 ) $ 6,278 (66.8 )% Cash Flows from Financing Activities: Business Combination and PIPE financing, net of issuance costs paid - 141,121 (141,121 ) N/A State loan proceeds - 117 (117 ) N/A Proceeds of issuance of common stock and paid-in capital from warrants exercise - 262 (262 ) N/A Net Cash provided by Financing Activities $ - $ 141,500 $ (141,500 ) (100.0 )% Net (decrease) / increase in cash and cash equivalents $ (32,478 ) $ 115,869 $ (148,347 ) (128.0 )% Effect of exchange rate changes on cash and cash equivalents (750 ) (276 ) (474 ) 171.7 % Cash and cash equivalents at the beginning of period 79,764 516 79,248 15,358.1 % Cash and cash equivalents at the end of period $ 46,536 $ 116,109 $ (69,573 ) (59.9 )% stockholder approvalcosts associated with insurances services and other consulting services.golden parachute payments not previously approved.Further, sectionoff-balance sheet arrangements, as defined in the rules and regulations of the SEC.The Company hasAdvent 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,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. This may make comparison ofSee Note 2 in the Company'sunaudited condensed consolidated financial statements with another public company which is neitherincluded 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 and six months ending June 30, 2022 and 2021.norAdvent 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. opted outtotal 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.extended transition period difficult or impossible because of the potential differences in accounting standards used.Use of EstimatesThe preparation of balance sheet in conformity with GAAP requires the Company's managementmodified retrospective approach to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilitiesall 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 financial statements andaccounting guidance in effect for that period.reported amounts of revenues and expenses duringpromised goods or services are transferred to a customer in an amount that reflects the reporting period.AMCI ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2019(Unaudited)Making estimates requires management to exercise significant judgment. It is at least reasonably possibleconsideration that the estimateCompany 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. effectcontract. 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 condition, situationprincipal or setagent in each of circumstancesits 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 two years) as it does not provide a service to the customer beyond fixing defects that existed at the datetime 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.balance sheet, which management considered in formulating itscontract and recognize 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 could changeat contract inception the variable consideration and adjust the transaction price only to the extent that it is probable that a significant reversal in the near term due toamount 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 completion of the performance obligation is less than one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.Cash and cash equivalents held in Trust AccountAt March 31, 2019, the assets heldyear. Payment terms are in the Trust Account were invested in money market funds meeting certain conditions under Rule 2a-7majority fixed and do not include variable consideration, except from volume rebates.Investment Company Act which invest onlypresent contract. It is allocated to the distinct performance obligations based on standalone selling prices of the services promised in direct U.S. government treasury obligations. The Company considers all short-term investments with an original maturitythe contract. In cases of three months or lessmore than one performance obligation, we allocate transaction price to the distinct performance obligations in proportion to their observable stand-alone selling prices and recognize revenue as those performance obligations are satisfied.purchasedthe customer obtains control of the respective goods that is, when the products are shipped from our facilities as control passes to be cash equivalents. The Company had cash equivalents totaling $222,320,436 and $221,060,045 held in Trust Account as of March 31, 2019 and December 31, 2018, respectively.Common stock subject to possible redemptionThe Company accounts for its common stock subject to possible redemptionthe customer in accordance with agreed contracts and the guidancestated 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.Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilitiesthe consolidated statements of operations when all conditions attached to the grants are fulfilled.Equity." Common stock subjectthe grantor and proceeds to mandatory redemption is classifiedits distribution to the parties agreed in the process specified in the program. We assessed whether it acts as a liability instrumentprincipal or agent in its role as a coordinator for specific grants and is measured athas concluded that in all related transactions it acts as an agent.value. Conditionally redeemable common stock (including common stock that features redemption rights that are either withinvalue of purchase consideration transferred in a business acquisition to the controltangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the holder or subjectfair value of purchase consideration transferred over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to redemptionmake 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 occurrencemeasurement period, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of uncertain events not solely within the Company's control) is classifiedmeasurement period, any subsequent adjustments are recorded in the consolidated statement of operations.temporary equity. At all other times, common stock is classifiedwell as stockholders' equity. The Company's common stock features certain redemption rights thatCompany analyzes each acquisition individually and all acquisitions within each reporting period in aggregate to determine if those are considered to be outsidematerial acquisitions in the context of ASC 805-10-50.Company's control and subject to occurrenceacquired business, estimates of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outsidecost avoidance, the nature of the stockholders' equity sectionbusiness acquired, the specific characteristics of the Company's balance sheets.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.Net loss per common shareNet loss per common share is computed by dividing net loss byweighted average number of common shares outstanding forfourth fiscal quarter, or more frequently, if changes in facts and circumstances indicate that the period. The Company applies the two-class method in calculating earnings per share. An aggregate of 20,864,892 shares of common stock subject to possible redemption at March 31, 2019, which are not currently redeemable and are not redeemable at fair value have been excluded fromof our reporting units may be less than their carrying amounts. In testing goodwill for impairment, the calculationCompany first assesses qualitative factors to determine whether the existence of basic loss per share since such shares, if redeemed, only participate in their pro rata shareevents or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the Trust Account earnings. Thetotality of events or circumstances, the Company hasdetermines it is not consideredmore likely than not that the effectfair value of warrants sold ina reporting unit is less than its carrying amount, then additional impairment testing is not required. When the Initial Public OfferingCompany determines a fair value test is necessary, it estimates the fair value of a reporting unit and private placementcompares the result with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment is recorded equal to purchase 27,962,493 sharesthe amount by which the carrying value exceeds the fair value, up to the amount of common stock, sincegoodwill associated with 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.AMCI ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2019(Unaudited)Reconciliation of net loss per common shareThe Company's 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 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: Net income 790,254 Less: Income attributable to common stock subject to possible redemption (874,163 ) Adjusted net loss $ (83,909 ) Weighted average shares outstanding, basic and diluted 6,695,829 Basic and diluted net loss per common share $ (0.01 ) The Company"IncomeIncome Taxes." Deferred Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. This method also requires the recognition of future tax benefits, such as net operating loss carry forwards, to the extent that it is more likely than not that such benefits will be realized. 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 liabilities of a change in tax rates is recognized in income 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.The CompanyFor those income tax positions that are not likely to be sustained, no tax benefit is recognized in the consolidated financial statements. Advent recognizes accrued interest and penalties related to unrecognizeduncertain tax positions as part of the provision for income taxes.as(provisions) of $0.4 million and $1.1 million, respectively, have been recorded in the consolidated statements of operations. The Company did not record net income tax expense. There were no unrecognized tax benefits (provisions) within the consolidated statements of operations during the three and no amounts accrued for interest and penalties as of March 31, 2019. The Companysix months ended June 30, 2021. Advent 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.in the 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 U.S. federal, state and city, and tax laws in the countries where business activities of Company’s subsidiaries are conducted. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into legislation. As part of the legislation, the U.S. corporate income tax rate was reduced from 35% to 21%, among other changes.ConcentrationCredit RiskFinancial instruments that potentially subject€1.0 million. As a part of this transaction, Advent SA offered €0.3 million in bond loans with an annual interest rate of 8.00%. The term of the loan is three years and there is a surcharge of 2.5% for overdue interest.concentrations of credit risk consist of cash accounts in a financial institution, which,its fair value at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2019each reporting period and December 31, 2018, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.Fair Value of Financial InstrumentsCompany's assetsBond Loan is determined using Level 3 inputs by using a discounted cash flow model. The change in fair value is recognized within the condensed consolidated statements of comprehensive loss. The Company did not recognize any unrealized gain / (loss) from the agreement date of May 25, 2022 through June 30, 2022.liabilities, which qualify as financial instruments under ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.Recent Accounting PronouncementsManagement does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial statements.AMCI ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2019(Unaudited)Note 3 - Initial Public OfferingPursuant to the Initial Public Offering, the Company sold 22,052,077 units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one redeemable warrant ("Public Warrant"). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).Note 4 -3,940,278 Private Placement WarrantsSimultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,500,000 Private Placement Warrants at a 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 one share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete 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 completion of the Company's Business Combination or earlier upon liquidation.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 TransactionsFounder SharesOn 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 one-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, our 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.AMCI ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2019(Unaudited)Administrative Services AgreementThe 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 three months ended March 31, 2019, the Company recorded $30,000 in fees in connection with such services in general and administrative expenses in the accompanying statement of operations.Related Party LoansOn June 25, 2018, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the "Promissory Note"). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2018 or the completion of the Initial Public Offering. $218,610 was outstanding under the Promissory Note as of November 20, 2018. The Company repaid the outstanding balance of the Promissory Note in the amount of $218,610 to the Sponsor on November 23, 2018.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.Note 6 - CommitmentsRegistration RightsPursuant 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 AgreementsIn 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 invoicesinitial public offering and the payment of the remaining amount will be deferred until400,000 Working Capital Warrants issued at the consummation of the Business Combination.AMCI ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2019(Unaudited)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 March 31, 2019, the aggregate amount deferred for such legal firm and transfer agent and trust company was $24,784. The deferred amount is an unrecognized contingent liability, as closing of a potential business combination was not considered probable as of March 31, 2019.Note 7 - Stockholder's EquityPreferred 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 March 31, 2019 and December 31, 2018, there were no shares of preferred stock issued or outstanding.Common StockClass 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 one vote for each share. At March 31, 2019 and December 31, 2018, there were 1,187,185 and 1,182,761 shares of Class A common stock issued and outstanding, excluding 20,864,892 and 20,869,316 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 one vote for each share. At March 31, 2019 and December 31, 2018, 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 one-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 one share of our Class A common stock at an exercise price of $11.50 per share.AMCI ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2019(Unaudited)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, warrantholders 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.ASC 815-40-15-7D. 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.Once the warrants become exercisable,do not meet the Company may redeemcriteria for equity treatment, they must be recorded as liabilities. We have determined that only 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 warrantholders.–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 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 identicalsubject to the Public Warrants underlying the Units soldre-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Initial Offering, except thatCompany’s statement of operations. The fair value of the Private Placement Warrants and the Class A common stock issuable uponWorking Capital Warrants has been determined using either the exercisequoted 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 three and six months ended June 30, 2022 and 2021.be transferable, assignablehave a material impact on Advent’s financial position or salable until 30 days afterresults of operations under adoption.completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisableconsolidated financial statements included elsewhere in this Annual Report 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.AMCI ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2019(Unaudited)Note 8 - Fair Value MeasurementsThe 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 assumptionsThe following table presentsForm 10-K for more information about recent accounting pronouncements, the Company’s assets that are measured on a recurring basis at March 31, 2019timing of their adoption and December 31, 2018, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.March 31, 2019Description Cash and cash equivalents held in Trust Account $ 222,320,436 December 31, 2018Description Cash and cash equivalents held in Trust Account $ 221,060,045 Note 9 - Subsequent EventsThe Company evaluated subsequent events and transactions that occurred after the balance sheet date upAdvent’s assessment, to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.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, references to the “sponsor” refer to AMCI Sponsor LLC. The following discussion and analysis of the Company’stheir potential impact on Advent’s financial condition and results of operations shouldoperations.readcomparable to other similarly titled measures. We believe these measures are useful in conjunction withevaluating 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 StatementsThis Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E 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 management 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 futureoperating 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. Securitiesongoing business. These measures should be considered in addition to, 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 whethernot as a resultsubstitute for net income, operating expense and income, cash flows and other measures of new information, future events or otherwise.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.Overviewblank check company incorporated on June 18, 2018 as a Delaware corporationreconciliation of net loss to EBITDA and formedAdjusted EBITDA 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 referthree and six months ended June 30, 2022 and 2021.EBITDA and Adjusted EBITDA Three months ended
June 30,
(unaudited) Six months ended
June 30,
(unaudited) (in Millions of US dollars) 2022 2021 $ change 2022 2021 $ change Net loss $ (11.15 ) $ (3.14 ) (8.01 ) $ (15.24 ) $ (0.24 ) (15.00 ) Depreciation of property and equipment $ 0.36 $ 0.02 0.34 $ 0.78 $ 0.03 0.75 Amortization of intangibles $ 0.72 $ (0.03 ) 0.75 $ 1.42 $ 0.16 1.26 Finance income / (expenses), net $ - $ - - $ 0.01 $ 0.01 - Other income / (expenses), net $ 0.22 $ (0.01 ) 0.23 $ 0.22 $ (0.09 ) 0.31 Foreign exchange differences, net $ - $ 0.01 (0.01 ) $ 0.02 $ (0.01 ) 0.03 Income taxes $ (0.44 ) $ - (0.44 ) $ (1.10 ) $ - (1.10 ) EBITDA $ (10.29 ) $ (3.15 ) (7.14 ) $ (13.89 ) $ (0.14 ) (13.75 ) Net change in warrant liability $ 0.22 $ (3.65 ) 3.87 $ (8.16 ) $ (13.41 ) 5.25 One-Time Transaction Related Expenses (1) $ - $ - - $ - $ 5.87 (5.87 ) Adjusted EBITDA $ (10.07 ) $ (6.80 ) (3.27 ) $ (22.05 ) $ (7.68 ) (14.37 ) (1) Bonus awarded after consummation of the Business Combination effective February 4, 2021. asassist readers in determining our initial business combination.financial performance. We intend to effectuatebelieve this measure is useful in assessing our initial business combination using cashactual performance by adjusting our results from continuing operations for changes in warrant liability and one-time transaction costs. Adjusted Net Loss differs from the proceedsmost comparable GAAP measure, net loss, primarily because it does not include one-time transaction costs and warrant liability changes. The following table shows a reconciliation of our initial public offeringnet loss for three 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, stocksix months ended June 30, 2022 and debt.The issuance of additional shares of our stock in a business combination:Adjusted Net Loss Three months ended
June 30,
(unaudited) Six months ended
June 30,
(unaudited) (in Millions of US dollars) 2022 2021 $ change 2022 2021 $ change Net loss $ (11.15 ) $ (3.14 ) (8.01 ) $ (15.24 ) $ (0.24 ) (15.00 ) Net change in warrant liability $ 0.22 $ (3.65 ) 3.87 $ (8.16 ) $ (13.41 ) 5.25 One-Time Transaction Related Expenses (1) $ - $ - - $ - $ 5.87 (5.87 ) Adjusted Net Loss $ (10.93 ) $ (6.79 ) (4.14 ) $ (23.40 ) $ (7.78 ) (15.62 ) ●(1)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 conversionBonus awarded after consummation of the Class B common stock;Business Combination effective February 4, 2021.●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.Similarly, ifissue 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 ifincrease in scale, 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.Results of OperationsWe have neither engaged in any operations nor generated any revenues to date. Our only activities from June 18, 2018 (inception) to March 31, 2019 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.For the three months ended March 31, 2019, we had net income of $790,254, which consists of dividend and interest income earned in the trust account of $1,260,391, offset by operating costs of $241,137 and a provision for income taxes of $229,000.Liquidity and Capital ResourcesOn 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 stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one warrant of the Company (“Warrant”), with each Warrant entitling the holder thereof 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 proceeds to the Company of $200,000,000. The Company had granted the underwriters 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, 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.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.A total of $220,520,770, (or $10.00 per Unit) comprised of $216,110,354 of the proceeds from 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 three months ended March 31, 2019, cash used in operating activities was $150,701, consisting primarily of net income of $790,254, offset by dividend and interest income earned in trust account $1,260,391. Changes in operating assets and liabilities provided $319,436 of cash from operating activities.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 March 31, 2019, we had cash of $735,578 held outside the trust account, working capital of $802,092, and $1,799,666 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 userealize a portion of our revenues and costs in foreign currencies, and therefore expect to put in place appropriate foreign exchange risk mitigation features in due course.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 warrants at a price of $1.50 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 affiliateparticipation of our sponsor as we do not believe third parties will be willing to loan such fundsChief Executive Officer 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 meetChief Financial Officer, evaluated the expenditures required for operating our business a year from the date that the financial statements are issued. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. 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 completioneffectiveness 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 over the next year from the date of issuance of the financial statements.Off-balance Sheet Financing ArrangementsWe have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2019. We do not participate 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 ObligationsWe 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, utilities and administrative support to us. We began incurring these fees on November 16, 2018 and will continue to incur these fees monthly until the earlier of the completion of the business combination and our liquidation.Critical Accounting PoliciesThe preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company has identified the following critical accounting policy:Common stock subject to possible redemptionWe account for 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. Our common stock features certain redemption rights that are considered to be outside of 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 balance sheets.Net loss per common shareNet 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 20,864,892 shares of common stock subject to possible redemption at March 31, 2019, 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.Recent accounting pronouncementsManagement 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.As of March 31, 2019, we were not subject to any market or interest rate risk. The net proceeds of our initial public offering and the sale of the private warrants held in the trust account are invested in certain money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invested only in direct U.S. government treasury obligations. Due to the short-term nature 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.Disclosure controls and procedures areas of June 30, 2022. 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. Based on the foregoing, our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective as of the end of the period covered by this Report.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.Evaluation of Disclosure Controls and ProceduresAs required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2019. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.Overover Financial ReportingDuring the quarter ended March 31, 2019, there haschangechanges in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that hasoccurred during our most recently completed fiscal quarter that have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.II - II—OTHER INFORMATIONNone.Factorscauseresult 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 actualbusiness or likely to result in a material adverse effect on our future operating results, to differ materially from thosefinancial condition or cash flows.this QuarterlyItem 1A of our Annual Report are any of the risks described in our annual report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on April 1, 2019. AnyMarch 31, 2022 and in Item 1A of these factors could resultour Quarterly Reports on Form 10-Q for quarterly periods subsequently filed. We believe that, with the exception of changes in a significant or material adverse effect on our results of operations or financial condition. Additionalthe risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report,discussed below, there have been no material changes to thein our risk factors from those disclosed in Item 1A of our Annual Report on Form 10-K filed withfor the SEC on April 1, 2019, except we may disclose changes to such factors or disclose additional factors from time to timeyear ended December 31, 2021 and in Item 1A of our future filings with the SEC.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 2,025,077 over-allotment units, which were sold at an offering price of $10.00 per unit, generating gross proceeds of $20,520,770. The securities sold in the offering were registered under the Securities Act on a registration statementQuarterly Reports on Form S-1 (No. 333-227994). The SEC declared the registration statement effective on November 15, 2018.Simultaneously10-Q for quarterly periods subsequently filed.the consummation of the Initial Public Offeringour international operations, including unfavorable regulatory, political, tax and the subsequent over-allotment, we consummated a private placement of 5,500,000 warrants (the “Private Placement Warrants”) tolabor conditions, which could harm our Sponsor at a price of $1.00 per Private Placement Warrant, generating total proceeds of $5,500,000. On November 27, 2018,business.connection with the sale of over-allotment units, the Company consummated a private sale of an additional 410,416 private placement warrantsEurope and Asia that are subject to the Sponsor, generating gross proceedslegal, political, regulatory and social requirements and economic conditions in these jurisdictions. We are subject to a number of $410,416. Such securities were issued pursuantrisks associated with international business activities that may increase our costs, impact our ability to the exemption from registration contained in Section 4(a)(2)sell our fuel cells and membranes and require significant management attention. These risks include:● difficulty in staffing and managing foreign operations; ● foreign government taxes, regulations and permit requirements, including foreign taxes that we may not be able to offset against taxes imposed upon us in the U.S., and foreign tax and other laws limiting our ability to repatriate funds to the U.S.; ● fluctuations in foreign currency exchange rates and interest rates; ● increased inflation rates and cost of goods; ● U.S. and foreign government trade restrictions, tariffs and price or exchange controls; ● foreign labor laws, regulations and restrictions; ● changes in diplomatic and trade relationships; ● political instability, natural disasters, war, or events of terrorism; ● the escalation or continuation of armed conflict, hostilities or economic sanctions between countries or regions, including the current conflict between Russia and Ukraine; ● the strength of international economies and economic relations between countries or regions; and ● economic uncertainties and potential disruptions include a slow-down in the general economy. theEquity 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 placementUse 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 $524,623 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, Proceeds.2 of this Form 10-Q.None.None. or incorporated by reference into, this Quarterly Report on Form 10-Q.No. Description of Exhibit31.1* 31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200215d-14(a)32.1** 32.1** Certification of Principal Executive Officer andPursuant to 18 U.S.C. Section 135032.2** 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 2002101.INS XBRL Instance Document101.CAL101.INS* Inline XBRL Instance 101.SCH* Inline XBRL Taxonomy Extension Schema 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document101.SCH XBRL Taxonomy Extension Schema Document101.DEF101.LAB* XBRL Taxonomy Extension Definition Linkbase Document101.LABInline XBRL Taxonomy Extension Labels Linkbase Document101.PRE 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document* Filed herewith. ** Furnished herewith *Filed herewith**Furnished herewithDate: August 9, 2022 AMCI ACQUISITION CORP.ADVENT TECHNOLOGIES HOLDINGS, INC.Date: May 15, 2019By: /s/ William HunterKevin BrackmanName:William HunterKevin BrackmanTitle:Chief Executive Officer, Chief Financial Officer President and Director( Principal Executive Officer andAuthorized Officer; Principal Financial and Accounting Officer)