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 March 31, 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) 500 Rutherford Avenue 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 May 15, 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 2022 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. Advent Technologies Holdings, Inc. Table of Contents i PART 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) March 31, See accompanying notes 1 (Amounts in USD thousands, except share and per share amounts) See accompanying notes 2 ADVENT TECHNOLOGIES HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Amounts in USD thousands) See accompanying notes to unaudited condensed consolidated financial statements. 3 ADVENT TECHNOLOGIES HOLDINGS, INC. CONDENSED (Amounts in USD thousands, except share amounts) See accompanying notes 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 5 (Amounts in USD thousands) See accompanying notes 6 Overview Advent Technologies Holdings, Inc. and its subsidiaries (collectively referred to as “Advent” and the “Company”) 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 Advent has its headquarters in Boston, Massachusetts, which includes a research and development and manufacturing facility, a product development facility in Livermore, California, production facilities in Greece, Denmark, and Germany, and sales and warehousing facilities in the Philippines. On February 4, 2021 (“Closing Date”), AMCI Acquisition Corp. (“AMCI”), consummated the business combination (the On the Closing Date, and in connection with the closing of the Business Combination, AMCI changed its name to Advent Technologies Holdings, Inc. Legacy Advent was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805. This determination was primarily based on Legacy Advent’s stockholders prior to the Business Combination having a majority of the voting interests in the combined company, Legacy Advent’s operations comprising the ongoing operations of the combined company, Legacy Advent’s board of directors comprising a majority of the board of directors of the combined company, and Legacy Advent’s senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Advent issuing stock for the net assets of AMCI, accompanied by a recapitalization. The net assets of AMCI are stated at historical cost, with no goodwill or other intangible assets recorded. While AMCI was the legal acquirer in the Business Combination, because Legacy Advent was deemed the accounting acquirer, the historical financial statements of Legacy Advent became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the 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 7 On February 18, 2021, Advent Technologies, Inc. entered into a Membership Interest Purchase Agreement with UltraCell LLC was renamed to Advent Technologies LLC following its acquisition by the Company. On June 25, 2021, the Company SerEnergy and 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. 8 Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year from the date these unaudited condensed consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. As such, the accompanying unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date that the unaudited condensed consolidated financial statements are issued. The Company’s ability to meet its liquidity needs will largely depend on its ability to generate cash in the future. During the three months ended March 31, 2023, the Company used $11.4 million of cash in operating activities, and the Company’s ability to generate cash in the future is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond the Company’s control. The transition to profitability is dependent upon the successful development, approval, and commercialization of its products and the achievement of a revenue level adequate to support its cost structure. Based on the Company’s current operating plan, the Company believes that its cash and cash equivalents as of March 31, 2023 of $19.5 million will not be sufficient to fund operations and capital expenditures for the twelve months following the filing of this Quarterly Report on Form 10-Q, and the Company will need to obtain additional funding. In July 2022, the Company received official ratification from the European Commission of the European Union for one of the Important Projects of Common European Interest (“IPCEI”), Green HiPo. This project provides for the availability of funding of €782.1 million over the next six years. As of the issuance date of the unaudited condensed consolidated financial statements, the Company has not received an agreement which provides the terms of the funding. In addition, on April 9 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, 2023. 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. Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Cash and cash equivalents are highly liquid investments with original maturities of three months or less. Cash and cash equivalents consist of cash on hand, deposits held on call with banks and investments in money market funds with original maturities of three months or less at the date of acquisition. As of March 31, 2023 and December 31, 2022, the Company has cash and cash equivalents which are restricted of $0.8 million. The restricted cash equivalent is a letter of credit required by the Company’s lease agreement for the Hood Park facility in Boston, MA. The letter of credit is required for the duration of the lease agreement which has a term of eight years. The lease commenced in October 2022. The Company reconciles cash, cash equivalents, restricted cash and restricted cash equivalents reported in the consolidated balance sheets that aggregate to the beginning and ending balances shown in the unaudited condensed consolidated statements of cash flows as follows: March 31, 10 Warranties The Company provides a warranty on fuel cells we sell for typically 2 years. The Company accrues a warranty reserve of 8% of the sale price of the fuel cells sold, which includes the Company’s best estimate of the projected costs to repair or replace items under warranties and recalls when identified. 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, while the remaining balance is included within Other long-term liabilities on the unaudited condensed consolidated balance sheets. Warranty expense is recorded as a component of cost of revenue in the unaudited condensed consolidated statements of operations. The changes in the accrued warranty reserve for the three months ended March 31, 2023 and 2022 were as follows: Credit Losses 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 adopted the standard on January 1, 2023, in accordance with the adoption dates for private entities applicable to it under its emerging growth Sublease On January 9, 2023, the Company entered into a sublease agreement by and among the Company, in its capacity as sublandlord, BP Hancock LLC, a Delaware limited liability company, in its capacity as landlord, and Hughes Boston, Inc. (“Hughes”), in its capacity as subtenant. The sublease provides for the rental by Hughes of office space at 200 Clarendon Street, Boston, MA 02116. Under the terms of the sublease, Hughes subleases 6,041 square feet at an initial fixed annual rent of $0.6 million and will increase 3.0% on each anniversary of the sublease commencement date. The term of the sublease is through March 2026 (unless terminated as provided in the sublease) and the sublease commencement date was February 1, 2023. The sublease agreement has been classified as operating lease agreement, considering the ASU 842 classification criteria. During the three months ended March 31, 2023, the Company recognized $0.1 million in rent income which is included within other income in the unaudited condensed consolidated statement of operations. 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. 11 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. Convertible Bond Loan 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. Cyrus business relates to the research and experimental development in natural sciences and mechanics, the construction of pumps and hydrogen compressors and the wholesale of compressors. Hydrogen compressors are a 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. The Company classifies the Bond Loan as an available for sale financial asset on the consolidated balance sheets. The Company recognizes interest income within the consolidated statement of operations. For the three months ended March 31, 2023, the Company recognized $7 thousand of interest income related to the Bond Loan within the consolidated statements of operations. The Company did not recognize any interest income related to the Bond Loan during the three months ended March 31, 2022. 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 consolidated statements of comprehensive loss. The Company did not recognize any unrealized gain / (loss) during the three months ended March 31, 2023. 12 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 share of common stock at an exercise price of $11.50 per share, originally sold to AMCI Sponsor LLC (the “Sponsor”) in a private placement consummated in connection with AMCI’s initial public offering (the “Private Placement Warrants”) and the 400,000 warrants, each exercisable to purchase one share of Common Stock at an exercise price of $11.50 per share, converted from the Sponsor’s non-interest bearing loan to the Company of $0.4 million in connection with the closing of the Business Combination (the “Working Capital Warrants”) (Note 14). 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 share of Common Stock at an exercise price of $11.50 per share, issued by AMCI in its initial public offering (the “Public Warrants”). The following tables summarize the fair value of the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022. As of (Unaudited) 13 The carrying amounts of the Company’s remaining financial instruments reflected on the 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 assets and liabilities for the three months ended March 31, 2023 and 2022 were as follows: 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 consolidated statements of operations. 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. 14 The following tables provide quantitative information regarding Level 3 fair value measurement inputs as of their measurement date March 31, 2023: The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded. Balances with related parties The were no outstanding balances with related parties as of March 31, 2023 and December 31, 2022. 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. Accounts receivable consist of the following: 15 Inventories consist of the following: The changes in the provision for slow moving inventory is as follows: Prepaid expenses are analyzed as follows: March 31, 16 Prepaid insurance expenses as of March 31, 2023 and December 31, 2022 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 March 31, 2023 and December 31, 2022 mainly relate to prepayments for expenses under the Cooperative Research and Development Agreement as discussed in Note 16. Other prepaid expenses as of March 31, 2023 and December 31, 2022 mainly include prepayments for professional fees and purchases. Other current assets are analyzed as follows: March 31, Goodwill As of March 31, 2023 and December 31, 2022, the Company had goodwill of $5.7 million related to the acquisitions of UltraCell, SerEnergy, and FES, which is analyzed as follows: 17 Intangible Assets Information regarding our intangible assets, including assets recognized from our acquisitions, as of March 31, 2023 and December 31, 2022 is as follows: The Company did not record any additions to indefinite-lived intangible assets during the three months ended March 31, 2023 and 2022. In 2021, the Company recorded $22.9 million (net carrying amount) of amortizing intangible assets, most of which were in connection with the Company’s acquisitions of UltraCell, SerEnergy, and FES. 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 March 31, 2023 and 2022 was $0.2 million and $0.7 million, respectively. 18 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 March 31, 2023 is expected to be as follows: The Company’s property, plant and equipment, net, consisted of the following: During the three months ended March 31, 2023, additions to property, plant and equipment were $2.5 million, primarily consisted of machines and assets under construction related to the Hood Park facility. During the three months ended March 31, 2022, additions to property, plant and equipment of $0.9 million include leasehold improvements, machinery, office and other equipment and assets under construction. Assets under construction mainly relate to the design and construction of Company’s leased premises at Hood Park in Charlestown, MA. Completed assets are transferred to their respective asset classes, and depreciation begins when an asset is ready for its intended use. During the three months ended March 31, 2023 and 2022, the Company did not transfer assets under construction to machinery and equipment. Depreciation expense during the three months ended March 31, 2023 and 2022 was $0.4 million and $0.4 million, respectively. There are no collaterals or other commitments on the Company’s property, plant and equipment. 19 Other non-current assets as of March 31, 2023 and December 31, 2022 are mostly comprised of advances to suppliers for the acquisition of fixed assets of $4.7 million and $4.9 million, respectively. As of March 31, 2023 and December 31, 2022, other non-current assets also included the letter of credit of $0.8 million related to the Hood Park facility. Trade and other payables include balances of suppliers and consulting service providers. As of March 31, 2023 and December 31, 2022, other current liabilities consist of the following: 20 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 March 31, 2023 and December 31, 2022, the Company had an aggregate of 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. 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 March 31, 2023, 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 March 31, 2023 and December 31, 2022 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 $1.0 million and $1.0 million, respectively. Shares Authorized As of March 31, 2023, 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 As of March 31, 2023 and December 31, 2022, there were and shares of issued and outstanding common stock with a par value of $0.0001 per share, respectively. 21 Public Warrants In connection with the Business Combination, the Company assumed the 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 the Company’s shares outstanding by shares. Following these exercises, as of March 31, 2023, 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. The 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 stockholders previously approved the 2021 Equity Incentive Plan (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. 22 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. The Company did not grant Stock Options during the three months ended March 31, 2023. 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 unaudited condensed consolidated statement of operations for the three months ended March 31, 2023 and 2022, respectively. The Company also has a policy of accounting for forfeitures when they occur. The following table summarizes the activities for our unvested stock options for the three months ended March 31, 2023: As of March 31, 2023, 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. 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 unaudited condensed consolidated statement of operations for the three months ended March 31, 2023 and 2022, respectively. The Company also has a policy of accounting for forfeitures when they occur. The Company did not grant RSUs during the three months ended March 31, 2023. 23 The following table summarizes the activities for our unvested RSUs for the three months ended March 31, 2023: As of March 31, 2023, 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) The timing of revenue recognition is analyzed as follows: Three Months Ended (Unaudited) 24 As of March 31, 2023 and December 31, 2022, Advent recognized contract assets of $0.3 million and $0.1 million, respectively, on the consolidated balance sheets. As of March 31, 2023 and December 31, 2022, Advent recognized contract liabilities of $1.0 million and $1.0 million, respectively, in the consolidated balance sheets. During the three months ended March 31, 2023, the Company recognized the amount of $0.2 million in revenues. 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 Expenses from Collaborative Arrangements For the three months ended March 31, 2023 and 2022, an amount of $0.8 million and $0.3million has been recognized in research and development expenses on the unaudited condensed consolidated statements of operations, respectively. 25 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. During the three months ended March 31, 2023, the Company recorded income tax expenses of $0.8 million mainly related to the Company’s recoverability reassessment of research and development tax credits in Denmark. During the three months ended March 31, 2022, the Company recorded income tax benefits of $0.7 million mainly related to net operating loss carryforwards in Denmark which resulted in a deferred tax asset. As of March 31, 2023 and December 31, 2022, the Company provided a valuation allowance to offset the deferred tax asset related to the net operating loss carryforwards in Denmark. 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 considered a separate operating segment. The Company has identified one 1 business segment. Geographic Information The following table presents revenues, by geographic location (based on the location of the entity selling the product) for the three months ended March 31, 2023 and 2022: Three Months Ended (Unaudited) 26 Litigation The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events. There is no material pending or threatened litigation against the Company that remains outstanding as of March 31, 2023. Guarantee letters The Company had 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 March 31, 2023 and December 31, 2022, the Company did not hold any letters of guarantee. 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. In 2022, the Company entered into a supply agreement by and among the Company, in its capacity as Customer, and De Nora Deutschland GmbH (“De Nora”), in its capacity as Seller. The supply agreement provides for the purchase by the Company of 3,236 (Minimum Quantity) of electrodes from De Nora during the contract duration from May 3, 2022 until June 24, 2023. In 2022, the Company entered into a supply agreement by and among the Company, in its capacity as Customer, and Shin-Etsu Polymer Singapore Pte, Ltd (“Shin-Etsu”), in its capacity as Seller. The supply agreement provides for the purchase by the Company of 318,400 pieces (Minimum Quantity) of bipolar plates from Shin-Etsu during the contract duration from June 1, 2022 until June 30, 2024. The following table summarizes our contractual obligations as of March 31, 2023: Price (Amounts in 27 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 months ended March 31, 2023 and 2022: Three Months Ended (Unaudited) Basic net loss per share is computed by dividing net loss for the periods presented by the weighted-average number of shares of Common Stock outstanding during these periods. Diluted net loss per share is computed by dividing the net loss, by the weighted average number of shares of Common Stock 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 RSUs. 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 months ended March 31, 2023 and 2022, the effect of including any potential shares of Common Stock in the denominator of diluted per-share computations would have been anti-dilutive; therefore, basic and diluted losses per share are the same. On April 10, 2023, the Company entered into the Purchase Agreement with Lincoln Park, which provides that the Company has the right, but not the obligation, to sell to Lincoln Park up to $ million worth of shares of the Company’s Common Stock from time to time over the 36-month term of the Purchase Agreement. Concurrently with entering into the Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park, pursuant to which the Company agreed to register the resale of the shares of the Company’s Common Stock that have been and may be issued to Lincoln Park under the Purchase Agreement pursuant to a registration statement. Upon the execution of the Purchase Agreement, the Company issued shares of Common Stock to Lincoln Park as consideration for its commitment to purchase shares of the Company’s Common Stock under the Purchase Agreement. Lincoln Park has agreed not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of the Company’s Common Stock. On April 27, 2023 the Company entered into an agreement with ETTEL S.A. to purchase land and solar panel licenses in Kozani, Greece in the amount of €0.8 million. 28 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, 2022, as filed with the 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 2022 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. Overview Advent is an advanced materials and technology development company operating in the fuel cell and hydrogen technology space. Advent develops, manufactures and assembles the critical components that determine the performance of hydrogen fuel cells and other energy systems. Advent’s core product 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, research and development, and manufacturing facility 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 Philippines. The majority of Advent’s current revenue derives from the sale and servicing of fuel cell systems and MEAs, as well as the sale of membranes and electrodes for specific applications. 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 On February 4, 2021 (“Closing”), AMCI Acquisition Corp. (“AMCI”), consummated the business combination (the “Business Combination”) pursuant to On October 12, 2020, the Merger Agreement with Advent Technologies, Inc. (“Legacy Advent”), 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, solely in the capacity as the representative from and after the effective time of the Business Combination for the stockholders of AMCI, and Vassilios Gregoriou, in the capacity as Seller Representative, pursuant to which 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 While the legal acquirer in the Merger Agreement is AMCI, for financial accounting and reporting purposes under GAAP, we have determined that Advent Technologies, Inc. is the accounting acquirer and the Business Combination was 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. 29 In February 2021, Advent entered into a Membership Interest Purchase Agreement with Bren-Tronics, Inc. (“Bren-Tronics”) and UltraCell, LLC (“UltraCell”), a Delaware limited liability company and a direct wholly owned subsidiary of Bren-Tronics. UltraCell LLC was renamed to Advent Technologies LLC following its acquisition by Advent. In June 2021, Advent entered into a Share Purchase Agreement, with F.E.R. fischer Edelstahlrohre GmbH, a limited liability company incorporated under the Laws of Germany (the “Seller”) to acquire 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. SerEnergy and FES were renamed to Advent Technologies A/S and Advent Technologies GmbH, respectively, following their acquisition by the Company on August 31, 2021. Business Developments Purchase Agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”) On April 10, 2023, Advent entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park, which provides that, upon the terms and subject to the conditions and limitations set forth therein, Advent has the right, but not the obligation, to sell to Lincoln Park up to $50 million worth of shares of our common stock, par value $0.0001 (the “Common Stock”), from time to time over the 36 month term of the Purchase Agreement. Concurrently with entering into the Purchase Agreement, Advent also entered into a registration rights agreement with Lincoln Park, pursuant to which we agreed to register the resale of the shares of our Common Stock that have been and may be issued to Lincoln Park under the Purchase Agreement pursuant to a registration statement. Upon the execution of the Purchase Agreement, we issued 635,593 shares of Common Stock to Lincoln Park as consideration for its commitment to purchase shares of our Common Stock under the Purchase Agreement. Lincoln Park has agreed not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of our Common Stock. Green HiPo Project approved by EU On June 16, 2022, Advent announced the receipt of a notification from the Greek State informing Advent that the IPCEI Green HiPo was submitted for ratification by the EU for funding of €782.1 million, spread over six years. On July 15, 2022, Advent 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. New Hood Park Research and Development (“R&D”) and Production Facility In March 2023, Advent announced that it had opened its new R&D and manufacturing facility at Hood Park in Boston, Massachusetts. Located at the heart of one of Boston’s newest innovation and R&D communities, the state-of-the-art Hood Park facility will enable Advent to scale-up and deliver on the increasing global demand for electrochemical components in the clean energy sector by including state-of-the-art coating machines to support the seamless transition from prototypes to production runs for advanced membranes and electrodes; a complete analytical facility dedicated to quality control, performance analysis, and improving product lifetime; fuel cell and water electrolysis test stations for statistical process control and development of next-generation MEA materials, and, a mechanical engineering lab for developing automated assembly processes for MEAs. One of the products to be manufactured at Hood Park is the ion-pair Advent MEA which is currently being developed within the framework of L’Innovator, Advent’s joint development program with the U.S. Department of Energy. Advent intends that its proprietary fuel cell products such as Serene and Honey Badger 50™ will use the ion-pair Advent MEAs beginning in 2024. 30 Collaboration with the Department of Energy 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. Agreements 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 proprietary MEAs, while Advent intends to support Hyundai in fulfilling its fuel cell project needs, through: On March 23, 2023, Hyundai announced a successful technology assessment with Advent and following its success, Advent and Hyundai entered into a Joint Development Agreement (“JDA”). Under the agreement, Hyundai and Advent will work together to further develop HMC-Advent Ion Pair™ MEA, establish commercial criteria for MEA supply, and evaluate Advent’s advanced fuel cell technology for Hyundai’s heavy-duty and/or stationary application. Additionally, the parties will introduce advanced cooling technologies for mobility HT-PEM fuel cell stacks. Advent will work closely as Hyundai evaluates these stack cooling technologies and ensure optimal performance under different operating conditions. This partnership builds upon a commitment from both companies to develop sustainable energy solutions for carbon-intensive applications. Hyundai aims to accelerate the establishment of a hydrogen-based society based on its vision, Progress for Humanity, and this JDA aligns with that vision. The synergy generated by combining the two companies’ advanced technology in this JDA is expected to revolutionize the global MEA market by providing significant improvement in lifetime and an increase in power density versus current HT-PEM MEAs. Advent and BASF Environmental Catalyst and Metal Solutions (“BASF”) On May 9, 2023, Advent and BASF, a global leader in precious metals and catalysis, jointly announced a new agreement to join efforts in building a closed loop component supply chain for fuel cells and enter discussions to extend the partnership into the field of water electrolysis. For 20 years, BASF has been a leader in membrane and MEA technology for HT-PEM fuel cells with a strong foundation in precious metal services and catalysis. HT-PEM fuel cells operate at 120 to 180°C, offer a broad operating window and tolerate impurities in the hydrogen fuel source. The fuel cells also enable simplified cooling and need no humidification. Advent offers competitive fuel cell systems for stationary and portable applications based on methanol and on-site reforming. In the future, HT-PEM fuel cells will also be available for heavy duty mobility and marine power. The scope of the agreement includes BASF’s role in scaling up MEA production at Advent’s planned state-of-the-art manufacturing facility in Western Macedonia, Greece, while offering Advent its full portfolio of products and services to enable circularity in key materials. Both companies will cooperate on BASF’s latest membrane development, Celtec®-Z, and the new Ion Pair™ MEA by Advent, aiming for improved performance, lifetime and cost competitiveness. 31 Collaboration with Siemens Energy AG (“Siemens”) On February 9, 2023, we announced a new maritime collaboration with Siemens, a globally renowned energy technology company, offering sustainable solutions across the entire energy value chain. Advent and Siemens will work together to develop a 50kW–500kW maritime fuel cell solution for a range of superyachts, which will provide a sustainable and reliable source of auxiliary power and offer improved power density. This maritime fuel cell solution is initially expected to be used as a hybrid power source, enabling clean electricity generation instead of using conventional diesel engines and generators for procedures such as anchoring and maneuvering. As part of the agreement, Siemens has placed an initial order for twenty of Advent’s methanol-powered Serene fuel cell systems. Following the completion of this project, the two parties will explore the potential of developing similar solutions for a wider range of business applications beyond maritime, such as industrial power solutions. Collaboration with Alpha Laval On January 10, 2023, Advent announced that it will collaborate with Alfa Laval, a global provider of heat transfer, separation, and fluid handling products, on a project to explore applications of Advent’s methanol-powered HT-PEM fuel cells in the marine industry. Funded by the Danish Energy Technology Development and Demonstration Program (“EUDP”), the project is a joint effort between Advent, Alfa Laval and a group of Danish shipowners. The project will focus on testing Advent’s methanol-powered HT-PEM fuel cells as a source of marine auxiliary power. During the course of the project, the fuel cell system will undergo a risk assessment by a leading international classification society. At the same time, the project aims to integrate the next generation of Advent’s fuel cells. These fuel cells will be based on Advent’s next-generation membrane electrode assembly, which is currently being developed within the framework of L’Innovator, Advent’s joint development program with the U.S. Department of Energy. Aiming to meet the ever-growing power requirements of Selection of Wearable Fuel Cell for the DOD 2021 Validation Program On March 31, 2021, we announced that Advent’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 DOD program that addresses high-priority environmental, safety, occupational health, and energy technological challenges that are demonstrated and validated at active installations for military application. Advent’s Honey Badger 50™ (“HB50”) 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. Launch of the On August 4, 2022, we announced the launch of our HB50 power system, a compact portable fuel cell system and quiet power supply for use in off-grid field applications such as military and rescue operations. The launch of Advent’s portable power system coincided with Advent’s fulfilment of its 32 HB50’s unique design allows it to be used in soldier-worn configurations or operated inside a portable backpack or vehicle while charging batteries and powering soldier systems, while its thermal features allow it to operate within an ambient temperature range of -20°C to +55°C. Aside from its optimized compatibility with Integrated Visual Augmentation System (“IVAS”), HB50 can also power devices such as high frequency radios like the model 117G, as well as B-GAN and StarLink terminals. HB50’s durability allows it to be easily deployed in challenging conditions and climates while supporting mission mobility for three to seven days without the need to re-supply. Since Honey Badger’s fuel cell technology can run on 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 March 31, 2023, 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 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. Advent has determined that it operates in one reportable segment. See Note 1 “Basis of Presentation” in the accompanying consolidated financial statements for more information. 33 Components of Results of Operations Revenue Revenues consist of sales of goods (MEAs, membranes, fuel cell stacks, fuel cell systems and electrodes) and servicing of those systems, as well as engineering fees. Advent expects revenues to increase materially and be weighted towards fuel cell systems and MEA sales over time. Cost of Revenues Cost of revenues consists of consumables, raw materials, processing costs and direct labor costs associated with the assembly, manufacturing, and servicing 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. 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 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 we invest 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 $0.4 million and $8.4 million for the three months ended March 31, 2023 and 2022, respectively, represents the change in fair value of the Private Placement Warrants and Working Capital Warrants. 34 Finance income / (expenses), net Finance income / (expenses) consist mainly of bank and interest charges. 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 Advent scales up, our foreign exchange exposure is likely to increase given its revenues are denominated in both euros and dollars, and a portion of the our costs are denominated in euros and Danish krone. Amortization of intangibles The intangible assets of $4.7 million recognized on the acquisition of UltraCell were 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 three months ended March 31, 2023 and 2022, respectively. The intangible assets of $19.8 million recognized on the acquisition of SerEnergy and FES were 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 $0.1 million and $0.6 million has been recognized in relation to these intangibles for the three months ended March 31, 2023 and 2022, respectively. The reduction in the amortization expense is due to significant impairment charges that were recognized in the fourth quarter of 2022. Income taxes During the three months ended March 31, 2023, we recorded income tax expenses of $0.8 million mainly related to management’s recoverability reassessment of research and development tax credits in Denmark. During the three months ended March 31, 2022, we recorded income tax benefits of $0.7 million mainly related to net operating loss carryforwards in Denmark which resulted in a deferred tax asset. As of March 31, 2023 and December 31, 2022, we provided a valuation allowance to offset the deferred tax asset related to the net operating loss carryforwards in Denmark. 35 Results of Operations Comparison of the Three Months Ended March 31, 2023 to Three Months Ended March 31, 2022 The following table sets forth a summary of our consolidated results of operations for the three months ended March 31, 2023 and 2022, and the changes between periods. Revenue, net Our total revenue from product sales decreased by approximately $0.3 million from approximately $1.3 million in the three months ended March 31, 2022 to approximately $1.0 million in the three months ended March 31, 2023. The decrease was driven by a decline in volume of fuel cell systems and components in the three months ended March 31, 2023. Cost of Revenues Cost of revenues decreased by approximately $33 thousand from approximately $1.5 million in the three months ended March 31, 2022 to approximately $1.5 million in the three months ended March 31, 2023. The decrease in cost of revenues was related to the decrease in revenue during the period. Gross loss, which is revenue, net minus the cost of revenue, increased to $0.5 million in the three months ended March 31, 2023 from $0.3 million in the three months ended March 31, 2022. 36 Research and Development Expenses Research and development expenses were approximately $3.1 million and $2.1 million in the three months ended March 31, 2023 and 2022, respectively, primarily related to internal research and development costs, as well as our cooperative research and development agreement with the U.S. Department of Energy. Administrative and Selling Expenses Administrative and selling expenses were approximately $8.5 million in the three months ended March 31, 2023, and $10.5 million in the three months ended March 31, 2022. The decrease was primarily due to administrative cost reductions implemented throughout 2022 and a reduction in the directors and officers insurance expense in the three months ended March 31, 2023. Change in fair value of Warrant Liability The change in fair value of warrant liability amounting to $0.4 million and $8.4 million was due to the change in fair value of the Private Placement Warrants and Working Capital Warrants for the three months ended March 31, 2023 and 2022, respectively. Liquidity and Capital Resources In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), we have evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern for one year from the date that the unaudited condensed consolidated financial statements are issued. Our ability to meet our liquidity needs will largely depend on our ability to generate cash in the future. During the three months ended March 31, 2023, we used $11.4 million of cash in operating activities, and our ability to generate cash in the future is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control. The transition to profitability is dependent upon the successful development, approval, and commercialization of our products and the achievement of a revenue level adequate to support our cost structure. Based on our current operating plan, we believe that our cash and cash equivalents as of March 31, 2023 of $19.5 million will not be sufficient to fund operations and capital expenditures for the twelve months following the filing of this Quarterly Report on Form 10-Q, and we will need to obtain additional funding. In July 2022, we received official ratification from the European Commission of the European Union for one of the Important Projects of Common European Interest (“IPCEI”), Green HiPo. This project provides for the availability of funding of €782.1 million over the next six years. As of the issuance date of the unaudited condensed consolidated financial statements, we have not received an agreement which provides the terms of the funding. In addition, on April 10, 2023, we entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), which provides that we have the right, but not the obligation, to sell to Lincoln Park up to $50 million worth of shares of our common stock, par value $0.0001 (the “Common Stock”), from time to time over the 36 month term of the Purchase Agreement. Concurrently with entering into the Purchase Agreement, we also entered into a registration rights agreement with Lincoln Park, pursuant to which we agreed to register the resale of the shares of our Common Stock that have been and may be issued to Lincoln Park under the Purchase Agreement pursuant to a registration statement (the “Registration Statement”). The Registration Statement was filed on April 21, 2023 and declared effective on May 2, 2023. Per the terms of the Purchase Agreement, we will be unable to sell shares of our Common Stock to Lincoln Park if the sale price falls below $0.50 per share. Therefore, there is no assurance that we will have full access to the facility over the next twelve months. If we are unable to obtain sufficient funding, we could be required to delay our development efforts, limit activities and reduce research and development costs, which could adversely affect our business prospects. Because of the uncertainty in securing additional funding and the insufficient amount of cash and cash equivalents as of the financial statement filing date, management has concluded that substantial doubt exists with respect to our ability to continue as a going concern for one year from the date the unaudited condensed consolidated financial statements are issued. 37 The following table sets forth a summary of our consolidated cash flows for the three months ended March 31, 2023 and 2022, 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 $(11.4) million and $(19.3) million for the three months ended March 31, 2023 and 2022, respectively, which related to outflows in connection with administrative and selling expenses, an increase in inventory, research and development expenses, and costs associated with insurances services and other personnel costs. Operating cash flow for the three months ended March 31, 2022 also included payments of signing bonuses, incentive compensation and Cash Flows used in Investing Activities Advent’s cash flows used in investing activities was approximately $(1.9) million and $(1.0) million for the three months ended March 31, 2023 and 2022, respectively, which mostly related to the acquisition of plant and equipment. 38 Contract Assets and Contract Liabilities Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. As of March 31, 2023 and December 31, 2022, Advent recognized contract assets of $0.3 million and $0.1 million, respectively, on the consolidated balance sheets. 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 March 31, 2023 and December 31, 2022, Advent recognized contract liabilities of $1.0 million and $1.0 million, respectively, in the consolidated balance sheets. During the three months ended March 31, 2023 and 2022, we recognized $0.2 million and $0.1 million in revenues, respectively. 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 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, 39 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 unaudited condensed consolidated financial statements), Advent believes that the following accounting policies require a greater degree of judgment and complexity. Accordingly, these are the policies Advent believes are the most critical to aid in fully understanding and evaluating Advent’s financial condition and results of operations. Revenue Recognition from January 1, 2019 In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), as amended, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. We adopted ASU No. 2014-09 on January 1, 2019, using the In accordance with ASC 606, revenue is 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 40 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 include cash subsidies received from various institutions and organizations. Grants are recognized as other income. Such amounts are recognized in the consolidated statements of operations when all conditions attached to 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 Goodwill Advent allocates the fair 41 For significant acquisitions, the Advent obtains independent appraisals and 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 We conduct a goodwill impairment analysis annually in 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. 42 For the three months ended March 31, 2023 and 2022, net income tax Advent and its U.S. subsidiaries may be subject to potential examination by U.S. federal, state and city, while Advent’s subsidiaries outside U.S. may be subject to potential examination by their taxing authorities Warrant Liability Advent accounts for the 26,369,557 warrants (comprising of 22,029,279 Public Warrants and 3,940,278 Private Placement Warrants) issued in connection with the initial public offering and the 400,000 Working Capital Warrants issued at the consummation of the Business Combination in accordance with ASC 815-40-15-7D. If the warrants do not meet the criteria for equity treatment, they must be recorded as liabilities. We have determined that only the Private Placement Warrants and Working Capital Warrants must be recorded as liabilities and accordingly, we classify these warrant instruments Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the 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 comparable to other similarly titled measures. We believe these measures are useful in evaluating the operating performance of Advent’s ongoing business. These measures should be 43 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 The following tables show a reconciliation of net loss to EBITDA and Adjusted Net Loss This supplemental non-GAAP measure is provided to assist readers in 44 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 Inflation Risk Advent does not 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 exposure. As we 45 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 46 PART Item 1. Legal Proceedings. We are from time to Item 1A. Risk Factors. In addition to the other information set forth in this Quarterly Report, for a discussion of risk factors that could significantly and negatively affect our business, financial condition, results of operations, Item 2. Unregistered Sales of Equity Securities None. Item None Item 4. Mine Safety Disclosures. Not applicable. Item 5. Other Information. None. 47 Item 6. Exhibits The following exhibits are being filed or furnished as part of Exhibit Number 48 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. 49Washington, D.C. 205492019No. 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 1560102129 (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 LLC2019, there were 22,052,0772023, 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.● 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; ○ 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; ● volatility of our stock price and potential share dilution; ● future exchange and interest rates; and ● other factors detailed within the 2022 Annual Report under the section entitled “Risk Factors.” I - 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 The As of
2023 December 31,
2022 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 19,545 $ 32,869 Accounts receivable 563 979 Contract assets 294 52 Inventories 14,858 12,620 Prepaid expenses and Other current assets 3,739 2,980 Total current assets 38,999 49,500 Non-current assets: Goodwill 5,742 5,742 Intangibles, net 5,843 6,062 Property and equipment, net 20,162 17,938 Right-of-use assets 4,024 4,055 Other non-current assets 5,754 5,971 Available for sale financial asset 326 320 Total non-current assets 41,851 40,088 Total assets $ 80,850 $ 89,588 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Trade and other payables $ 5,397 $ 4,680 Deferred income from grants, current 833 801 Contract liabilities 986 1,019 Other current liabilities 5,079 4,703 Operating lease liabilities 2,424 2,280 Income tax payable 187 183 Total current liabilities 14,906 13,666 Non-current liabilities: Warrant liability 608 998 Long-term operating lease liabilities 9,407 9,802 Defined benefit obligation 80 72 Deferred income from grants, non-current 35 50 Other long-term liabilities 746 852 Total non-current liabilities 10,876 11,774 Total liabilities 25,782 25,440 Commitments and contingent liabilities Stockholders’ equity Common stock ($ par value per share; Shares authorized: at March 31, 2023 and December 31, 2022; Issued and outstanding: and at March 31, 2023 and December 31, 2022, respectively) 5 5 Preferred stock ($ par value per share; Shares authorized: at March 31, 2023 and December 31, 2022; nil issued and outstanding at March 31, 2023 and December 31, 2022) - - Additional paid-in capital 177,081 174,509 Accumulated other comprehensive loss (2,268 ) (2,604 ) Accumulated deficit (119,750 ) (107,762 ) Total stockholders’ equity 55,068 64,148 Total liabilities and stockholders’ equity $ 80,850 $ 89,588 are an integral part of theseto unaudited condensed consolidated financial 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 Three months ended
March 31,
(Unaudited) 2023 2022 Revenue, net $ 977 $ 1,256 Cost of revenues (1,484 ) (1,517 ) Gross loss (507 ) (261 ) Income from grants 534 508 Research and development expenses (3,141 ) (2,149 ) Administrative and selling expenses (8,489 ) (10,498 ) Amortization of intangibles (221 ) (699 ) Operating loss (11,824 ) (13,099 ) Fair value change of warrant liability 390 8,376 Finance income / (expenses), net 110 (10 ) Foreign exchange gains / (losses), net (41 ) (17 ) Other income / (expenses), net 173 (3 ) Loss before income tax (11,192 ) (4,753 ) Income taxes (796 ) 657 Net loss $ (11,988 ) $ (4,096 ) Net loss per share Basic loss per share (0.23 ) (0.08 ) Basic weighted average number of shares 52,003,168 51,253,591 Diluted loss per share (0.23 ) (0.08 ) Diluted weighted average number of shares 52,003,168 51,253,591 are an integral part of theseto unaudited condensed consolidated financial statements. Three months ended
March 31,
(Unaudited) 2023 2022 Net loss $ (11,988 ) $ (4,096 ) Other comprehensive loss, net of tax effect: Foreign currency translation adjustment 336 (418 ) Total other comprehensive gain (loss) 336 (418 ) Comprehensive loss $ (11,652 ) $ (4,514 ) AMCI ACQUISITION CORP.STATEMENTCONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITYFOR 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 / (DEFICIT) Three Months Ended March 31, 2023 Preferred Stock
Series A Preferred Stock
Series Seed Common Stock Additional
Paid-in Accumulated Accumulated Total Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit OCI Equity Balance as of December 31, 2022 - $ - - $ - 51,717,720 $ 5 $ 174,509 $ (107,762 ) $ (2,604 ) $ 64,148 Stock issued under stock compensation plan (Unaudited) - - - - 543,923 - - - - - Stock based compensation expense (Unaudited) - - - - - - 2,572 - - 2,572 Net loss (Unaudited) - - - - - - - (11,988 ) - (11,988 ) Other comprehensive gain (Unaudited) - - - - - - - - 336 336 Balance as of March 31, 2023 (Unaudited) - $ - - $ - 52,261,643 $ 5 $ 177,081 $ (119,750 ) $ (2,268 ) $ 55,068 are an integral part of theseto unaudited condensed consolidated financial statements.statements Three Months Ended March 31, 2022 Preferred Stock
Series A Preferred Stock
Series Seed Common Stock Additional
Paid-in Accumulated Accumulated Total Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit OCI Equity Balance as of December 31, 2021 - $ - - $ - 51,253,591 $ 5 $ 164,894 $ (33,425 ) $ (1,273 ) $ 130,201 Stock based compensation expense (Unaudited) - - - - - - 2,861 - - 2,861 Net loss (Unaudited) - - - - - - - (4,096 ) - (4,096 ) Other comprehensive loss (Unaudited) - - - - - - - - (418 ) (418 ) Balance as of March 31, 2022 (Unaudited) - $ - - $ - 51,253,591 $ 5 $ 167,755 $ (37,521 ) $ (1,691 ) $ 128,548 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 Three months ended
March 31,
(Unaudited) 2023 2022 Net Cash used in Operating Activities $ (11,448 ) $ (19,311 ) Cash Flows from Investing Activities: Purchases of property and equipment (911 ) (950 ) Purchases of intangible assets - (13 ) Advances for the acquisition of property and equipment (976 ) (50 ) Receipt of government grants - 3 Net Cash used in Investing Activities $ (1,887 ) $ (1,010 ) Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents $ (13,335 ) $ (20,321 ) Effect of exchange rate changes on cash, cash equivalent, restricted cash and restricted cash equivalents 11 (161 ) Cash, cash equivalents, restricted cash and restricted cash equivalents at the beginning of the period 33,619 79,764 Cash, cash equivalents, restricted cash and restricted cash equivalents at the end of the period $ 20,295 $ 59,282 Supplemental Cash Flow Information Cash activities Interest paid $ - $ 6 Non-cash Investing and Financing Activities: Assets acquired under operating leases $ - $ - are an integral part of theseto unaudited condensed consolidated financial statements.AMCI ACQUISITION CORP.MARCH 31, 2019(Unaudited)Note 1 - Description1. Basis of presentation Organizationhydrogen fuel cells and Business Operations"Company"“Business Combination”) was incorporatedpursuant 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 Delaware on June 18, 2018. The Company was formedthe capacity as the representative from and after the effective time of the Business Combination for the purposestockholders of effectingAMCI, Advent Technologies, Inc., a merger,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.asset acquisition, stock purchase, reorganization or similar business combinationratio 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.one or more businesses (the "Business Combination"Bren-Tronics, Inc. (“Bren-Tronics”). The Company's sponsor is AMCI Sponsor and UltraCell, LLC (“UltraCell”), a Delaware limited liability company (the "Sponsor").Althoughand a direct wholly owned subsidiary of Bren-Tronics.is notentered into a Share Purchase Agreement, with F.E.R. fischer Edelstahlrohre GmbH, a limited liability company incorporated under the Laws of Germany (the “Seller”) to 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 closingacquire all of the Initial Public Offering, the Company consummated the sale of an aggregate of 5,500,000 warrants (the "Private Placement Warrants") atissued and outstanding equity interests in SerEnergy A/S, a price of $1.00 per warrant inDanish stock corporation and a private placement to the Sponsor, generating total gross proceeds of $5,500,000, which is described in Note 4.Following the closingwholly-owned subsidiary of the Initial Public Offering on November 20, 2018, an amount of $200,000,000 ($10.00 per Unit) from the net proceedsSeller (“SerEnergy”) and fischer eco solutions GmbH, a German limited liability company and a wholly-owned subsidiary of the sale of the Units in the Initial Public OfferingSeller (“FES”) together with certain outstanding shareholder loan receivables.the sale of the Private Placement Warrants was placed in a trust account ("Trust Account")FES were renamed to Advent Technologies A/S 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"), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selectedAdvent Technologies GmbH, respectively, following their acquisition by the Company meeting the conditions of Rule 2a-7on August 31, 2021.Investment Company Act, as determined byhave been prepared to reflect the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distributionconsolidation of the Trust Account, as described below.On November 27, 2018, the Company closed on the sale of 2,052,077 additional units at a price of $10.00 per unit upon receiving notice of the underwriters' election to partially exercise their over-allotment option, generating additional gross proceeds of $20,520,770, which were placedcompanies listed below:Basis of presentation Country of Ownership Interest Statements of Operations Company Name Incorporation Direct Indirect 2023 2022 Advent Technologies, Inc. USA 100% - 01/01 – 3/31 01/01 – 3/31 Advent Technologies S.A. Greece - 100% 01/01 – 3/31 01/01 – 3/31 Advent Technologies LLC USA - 100% 01/01 – 3/31 01/01 – 3/31 Advent Technologies GmbH Germany 100% - 01/01 – 3/31 01/01 – 3/31 Advent Technologies A/S Denmark 100% - 01/01 – 3/31 01/01 – 3/31 Advent Green Energy Philippines, Inc Philippines - 100% 01/01 – 3/31 01/01 – 3/31 the Trust Accountaccordance with U.S. Generally Accepted Accounting Principles (“GAAP”) 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 substantially all of the remaining net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete an initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting fees and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.The Company will provide its holders of the outstanding Public Shares (the "public stockholders") with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion unless otherwise required by law or regulation. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company's warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (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, 2022, included in the Annual Report on Form 10-K filed by the Company with the SEC on March 31, 2023.1, 2019.10, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), which provides that the Company has the right, but not the obligation, to sell to Lincoln Park up to $50 million worth of shares of the Company’s common stock, par value $ (the “Common Stock”), from time to time over the 36 month term of the Purchase Agreement. Concurrently with entering into the Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park, pursuant to which the Company agreed to register the resale of the shares of the Company’s Common Stock that have been and may be issued to Lincoln Park under the Purchase Agreement pursuant to a registration statement (the “Registration Statement”). The Registration Statement was filed on April 21, 2023 and declared effective on May 2, 2023. Per the terms of the Purchase Agreement, the Company will be unable to sell shares of the Company’s Common Stock to Lincoln Park if the sale price falls below $0.50 per share. Therefore, there is no assurance that the Company will have full access to the facility over the next twelve months. If the Company is unable to obtain sufficient funding, it could be required to delay its development efforts, limit activities and reduce research and development costs, which could adversely affect its business prospects. Because of the uncertainty in securing additional funding and the insufficient amount of cash and cash equivalents as of the financial statement filing date, management has concluded that substantial doubt exists with respect to the Company’s ability to continue as a going concern for one year from the date the unaudited condensed consolidated financial statements are issued.Emerging Growth Company2. 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- month period ended March 31, 2023 other public companiesthan those noted below.Liabilities Measured at Fair Value on Recurring Basis (Amounts in thousands)
2023 December 31,
2022 (Unaudited) Cash and cash equivalents $ 19,545 $ 32,869 Restricted cash and restricted cash equivalents: Other non-current assets 750 750 Cash, cash equivalents, restricted cash and restricted cash equivalents $ 20,295 $ 33,619 Schedule of accrued warranty reserve Three Months Ended
March 31, (Amounts in thousands) 2023 2022 Balance at beginning of period $ 1,048 $ 1,048 Additions 20 20 Settlements (113 ) (36 ) Foreign exchange fluctuations 17 (21 ) Balance at end of period $ 972 $ 1,011 companiescompany status and the standard did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. The Company is exposed to credit losses primarily through sales of its products. The Company assesses each customer’s ability to pay and a credit loss estimate by conducting a credit review which includes consideration of established credit rating or an internal assessment of the customer’s creditworthiness based on an analysis of their payment history when a credit rating is not available. The Company monitors credit exposure through active review of customer balances. The Company’s expected loss methodology for accounts receivable is developed through consideration of factors including, but not limited to, historical collection experience, current customer credit ratings, current customer financial condition, current and future economic and market conditions, and age of the receivables. Charges related to credit losses are included in administrative and selling expenses and are recorded in the period that the outstanding receivables are determined to be doubtful. Account balances are written-off against the allowance when they are deemed uncollectible.● 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
March 31,
2023 (Amounts in thousands) Fair Value Unobservable
Inputs
(Level 3) Assets Available for sale financial asset $ 326 $ 326 $ 326 $ 326 Liabilities Warrant liability $ 608 $ 608 $ 608 $ 608 As of
December 31,
2022 (Amounts in thousands) Fair Value Unobservable
Inputs
(Level 3) Assets Available for sale financial asset $ 320 $ 320 $ 320 $ 320 Liabilities Warrant liability $ 998 $ 998 $ 998 $ 998 Change in fair value of warrant liability Available for Sale Financial Asset (Unaudited) (Amounts in thousands) For the
Three Months Ended
March 31,
2023 For the
Three Months Ended
March 31,
2022 Estimated fair value (beginning of period) $ 320 $ - Foreign exchange fluctuations 6 - Change in estimated fair value - - Estimated fair value (end of period) $ 326 $ - Warrant Liability (Unaudited) (Amounts in thousands) For the
Three Months Ended
March 31,
2023 For the
Three Months Ended
March 31,
2022 Estimated fair value (beginning of period) $ 998 $ 10,373 Change in estimated fair value (390 ) (8,376 ) Estimated fair value (end of period) $ 608 $ 1,997 Fair value measurements input Available for Sale Financial Asset Interest Rate 8.00 % Discount Rate % Remaining term (in years) 2.25 Warrant Liability Stock price $ Exercise price (strike price) $ 11.50 Risk-free interest rate % Volatility % Remaining term (in years) 2.84 3. Related party disclosures 4. Accounts receivable, net Schedule of accounts receivable (Amounts in thousands) March 31,
2023 December 31,
2022 (Unaudited) Accounts receivable from third party customers $ 884 $ 1,295 Less: Allowance for credit losses (321 ) (316 ) Accounts receivable, net $ 563 $ 979 5. Inventories Schedule of inventories (Amounts in thousands) March 31,
2023 December 31,
2022 (Unaudited) Raw materials and supplies $ 7,802 $ 7,518 Work-in-process 922 547 Finished goods 6,370 4,787 Total $ 15,094 $ 12,852 Provision for slow moving inventory (236 ) (232 ) Total $ 14,858 $ 12,620 Schedule of changes in provision for slow moving inventory (Amounts in thousands) For the
Three Months Ended March 31,
2023
(Unaudited) For the
Three Months Ended March 31,
2022
(Unaudited) Balance at beginning of period $ (232 ) $ (48 ) Exchange differences (4 ) 1 Balance at end of period $ (236 ) $ (47 ) 6. Prepaid expenses and other current assets Schedule of prepaid expenses (Amounts in thousands)
2023 December 31,
2022 (Unaudited) Prepaid insurance expenses $ 1,307 $ 263 Prepaid research expenses 116 212 Prepaid rent expenses 29 32 Other prepaid expenses 267 181 Total $ 1,719 $ 688 Schedule of other current assets (Amounts in thousands)
2023 December 31,
2022 (Unaudited) VAT receivable $ 833 $ 530 Withholding tax 18 839 Grant receivable 303 265 Purchases under receipt 7 83 Guarantees 38 38 Other receivables 687 524 Accrued interest income 134 13 Total $ 2,020 $ 2,292 7. Goodwill and Intangible Assets Schedule of goodwill (Amounts in thousands) Gross Carrying
Amount Cumulative
Impairment Net
Carrying
Amount Goodwill on acquisition of UltraCell $ 631 $ - $ 631 Goodwill on acquisition of SerEnergy and FES 29,399 (24,288 ) 5,111 Total goodwill $ 30,030 $ (24,288 ) $ 5,742 Schedule of intangible assets As of March 31, 2023
(Unaudited) (Amounts in thousands) Gross
Carrying
Amount Accumulated
Amortization Cumulative
Impairment 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 (3,174 ) (14,634 ) 3,413 Process know-how (IPR&D) 2,612 (689 ) - 1,923 Order backlog 266 (266 ) - - Software 237 (136 ) - 101 Total finite-lived intangible assets $ 24,336 $ (4,265 ) $ (14,634 ) $ 5,437 Total intangible assets $ 24,742 $ (4,265 ) $ (14,634 ) $ 5,843 As of December 31, 2022 (Amounts in thousands) Gross
Carrying
Amount Accumulated
Amortization Cumulative
Impairment 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 (3,068 ) (14,634 ) 3,519 Process know-how (IPR&D) 2,612 (582 ) - 2,030 Order backlog 266 (266 ) - - Software 233 (126 ) - 107 Total finite-lived intangible assets $ 24,332 $ (4,042 ) $ (14,634 ) $ 5,656 Total intangible assets $ 24,738 $ (4,042 ) $ (14,634 ) $ 6,062 Schedule of future amortization expense (Amounts in thousands) Fiscal Year Ended December 31, 2023 $ 674 2024 898 2025 898 2026 886 2027 725 Thereafter 1,356 Total $ 5,437 8. Property, plant and equipment, net Schedule of property, plant and equipment, net (Amounts in thousands) March 31,
2023 December 31,
2022 (Unaudited) Land, Buildings & Leasehold Improvements $ 2,028 $ 1,977 Machinery 9,573 8,155 Equipment 5,260 4,687 Assets under construction 11,150 10,436 $ 28,011 $ 25,255 Less: accumulated depreciation (7,849 ) (7,317 ) Total $ 20,162 $ 17,938 9. Other non-current assets 10. Trade and other payables 11. Other current liabilities Schedule of other current liabilities and accrued expenses (Amounts in thousands) March 31,
2023 December 31,
2022 (Unaudited) Accrued expenses (1) $ 1,639 $ 1,522 Other short-term payables (2) 2,633 2,260 Taxes and duties payable 111 285 Provision for unused vacation 356 300 Accrued provision for warranties, current portion (Note 16) 243 213 Social security funds 58 88 Overtime provision 39 35 Total $ 5,079 $ 4,703 (1) Accrued expenses are analyzed as follows: (Amounts in thousands) March 31,
2023 December 31,
2022 (Unaudited) Accrued construction fees $ 476 $ 476 Accrued expenses for legal and consulting fees 690 159 Accrued payroll fees 271 142 Other accrued expenses 202 745 Total $ 1,639 $ 1,522 (2) Other short-term payables as of March 31, 2023 and December 31, 2022 include an amount of $2.0 million, respectively, which is payable to F.E.R. fischer Edelstahlrohre GmbH to complete the acquisition of SerEnergy and FES. 12. Private Placement Warrants and Working Capital Warrants 13. Other long-term liabilities 14. Stockholders’ Equity – 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. Schedule of activities for unvested stock Number of
options Weighted
Average
Grant Date
Fair Value Unvested as of December 31, 2022 2,683,182 $ 4.18 Vested (557,479 ) $ 4.71 Forfeited (30,479 ) $ 3.61 Unvested as of March 31, 2023 2,095,224 $ 4.04 Schedule of unvested restricted stock units Number of
Shares Weighted
Average
Grant Date
Fair Value Unvested as of December 31, 2022 2,877,511 $ 7.34 Vested (557,479 ) $ 9.46 Forfeited (31,260 ) $ 5.68 Unvested as of March 31, 2023 2,288,772 $ 6.84 15. Revenue Schedule of revenue
March 31, (Amounts in thousands) 2023 2022 Sales of goods $ 769 $ 676 Sales of services 208 580 Total revenue from contracts with customers $ 977 $ 1,256
March 31, (Amounts in thousands) 2023 2022 Timing of revenue recognition Revenue recognized at a point in time $ 977 $ 1,256 Revenue recognized over time - - Total revenue from contracts with customers $ 977 $ 1,256 16. Collaborative Arrangements complycontribute $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.17. Income Taxes 18. Segment Reporting and Information about Geographical Areas Revenues, by geographic location
March 31, (Amounts in thousands) 2023 2022 North America $ 391 $ 492 Europe 511 379 Asia 75 385 Total net sales $ 977 $ 1,256 19. Commitments and contingencies Schedule of contractual obligations Fiscal Year Ended December 31, Quantity
(electrodes) Quantity
(pieces) Quantity
(m2)
thousands) 2023 750 162,400 3,869 $ 3,057 2024 - 108,000 6,000 2,635 2025 - - 8,000 2,175 Total 750 270,400 17,869 $ 7,867 20. Net loss per share Schedule of computation of basic and diluted net loss per share
March 31, (Amounts in thousands, except share and per share amounts) 2023 2022 Numerator: Net loss $ (11,988 ) $ (4,096 ) Denominator: Basic weighted average number of shares 52,003,168 51,253,591 Diluted weighted average number of shares 52,003,168 51,253,591 Net loss per share: Basic $ (0.23 ) $ (0.08 ) Diluted $ (0.23 ) $ (0.08 ) 21. Subsequent Events independent registered publicSecurities and Exchange Commission (the “SEC”) on March 31, 2023 (“2022 Annual Report”).firm attestationpredecessor 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.● 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. Section 404the maritime industry, Advent’s next-generation fuel cells are expected to demonstrate a significant increase in lifetime, efficiency, and electrical output.Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensationHoney Badger 50™ Fuel Cell Systemperiodic reports and proxy statements, and exemptionsfirst shipment order from the requirementsU.S. Department of holdingDefense. The HB50 power system can be fueled by biodegradable methanol, allowing near silent generation of up to 50W of continuous power with clean emissions. Designed for covert operations, HB50 can easily power radio and satellite communications gear, remote fixed and mobile surveillance systems, and laptop computers along with more general battery charging needs. HB50 is a nonbinding advisory voteunique technology that can provide 65% of weight savings versus batteries over a typical 72-hour mission. The weight savings benefit increases further for longer missions.executivehydrogen or liquid fuels, the system can operate at a fraction of the weight of traditional military-grade batteries to meet the U.S. Department of Defense’s continuously evolving needs for ‘on-the-go’ electronics needs. As military adoption and use of IVAS equipment continues to evolve, the highly portable lightweight power solutions like Honey Badger and HB50 will become a mission critical necessity. Three months ended March 31,
(Unaudited) (Amounts in thousands, except share and per share amounts) 2023 2022 $ change % change Revenue, net $ 977 $ 1,256 $ (279 ) (22.2 )% Cost of revenues (1,484 ) (1,517 ) 33 (2.2 )% Gross loss (507 ) (261 ) (246 ) 94.3 % Income from grants 534 508 26 5.1 % Research and development expenses (3,141 ) (2,149 ) (992 ) 46.2 % Administrative and selling expenses (8,489 ) (10,498 ) 2,009 (19.1 )% Amortization of intangibles (221 ) (699 ) 478 (68.4 )% Operating loss (11,824 ) (13,099 ) 1,275 (9.7 )% Fair value change of warrant liability 390 8,376 (7,986 ) (95.3 )% Finance income / (expenses), net 110 (10 ) 120 (1,200.0 )% Foreign exchange gains / (losses), net (41 ) (17 ) (24 ) 141.2 % Other income / (expenses), net 173 (3 ) 176 (5,866.7 )% Loss before income tax (11,192 ) (4,753 ) (6,439 ) 135.5 % Income tax (796 ) 657 (1,453 ) N/A Net loss $ (11,988 ) $ (4,096 ) $ (7,892 ) 192.7 % Net loss per share Basic loss per share (0.23 ) (0.08 ) (0.15 ) N/A Basic weighted average number of shares 52,003,168 51,253,591 N/A N/A Diluted loss per share (0.23 ) (0.08 ) (0.15 ) N/A Diluted weighted average number of shares 52,003,168 51,253,591 N/A N/A Three Months Ended March 31,
(unaudited) (Amounts in thousands) 2023 2022 $ change % change Net Cash used in Operating Activities $ (11,448 ) $ (19,311 ) $ 7,863 (40.7 )% Cash Flows from Investing Activities: Purchases of property and equipment (911 ) (950 ) 39 (4.1 )% Purchases of intangible assets - (13 ) 13 N/A Advances for the acquisition of property and equipment (976 ) (50 ) (926 ) 1,852.0 % Receipt of government grants - 3 (3 ) N/A Net Cash used in Investing Activities $ (1,887 ) $ (1,010 ) $ (877 ) 86.8 % Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents $ (13,335 ) $ (20,321 ) $ 6,986 (34.4 )% Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents 11 (161 ) 172 (106.8 )% Cash, cash equivalents, restricted cash and restricted cash equivalents at the beginning of year 33,619 79,764 (46,145 ) (57.9 )% Cash, cash equivalents, restricted cash and restricted cash equivalents at the end of period $ 20,295 $ 59,282 $ (38,987 ) (65.8 )% stockholder approvalexecutive severance.golden parachute payments not previously approved.Further, sectionoff-balance sheet arrangements, as defined in the rules and regulations of the SEC.Act)Act of 1934, as amended (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. 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 months ending March 31, 2023.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 $1.235 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 the financial statements and the reported amounts of revenues and expenses during the reporting period.AMCI ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2019(Unaudited)Making estimates requires management to exercise significant judgment. Itinitial application.at least reasonably possible that the estimaterecognized when control of the effectpromised goods or services are transferred to a customer in an amount that reflects the consideration that Advent 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. condition, situationsingle performance obligation because the promised goods are distinct on their own and within the context of the contract. In cases where the agreement includes customization services for the contracted products, we are providing integrated services; therefore, the goods are not separately identifiable, but are inputs to produce and deliver a combined output and form a single performance obligation within the context of the contract. Furthermore, we assessed whether it acts as a principal or 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, in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilitieswhich 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.Equity." Common stock subjectgrants and related deferred incomemandatory redemptionthe grants are fulfilled.classifiedcertainty that costs are allowable. These grants are recognized as deferred income when received and recorded in income when the eligible and allowable related costs and expenses are incurred. Under all grant programs, a coordinator is specified. The coordinator, among other, receives the funding from the grantor and proceeds to its distribution to the parties agreed in the process specified in the program. We assessed whether it acts as a 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 the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. The Company's common stock features certain redemption rights that are consideredassumptions believed to be outsidereasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, Advent may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the Company's controlmeasurement period, any subsequent adjustments are recorded in the consolidated statement of operations.subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outsidevaluations of the stockholders' equity sectionintangible (and certain tangible) assets acquired and certain assumed obligations as well as equity. Advent analyzes each acquisition individually and all acquisitions within each reporting period in aggregate to determine if those are material acquisitions in the context of ASC 805-10-50.Company's balance sheets.Net loss per common shareNet loss per common share is computed by dividing net loss byacquired business, estimates of cost avoidance, the weighted average numbernature of common shares outstanding for the period.business acquired, the specific characteristics of the identified intangible assets and our historical experience and that of the acquired business. The Company appliesestimates and assumptions used to determine the two-class methodfair 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.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 redeemablethe fourth fiscal quarter, or more frequently, if changes in facts and are not redeemable atcircumstances indicate that the fair value of our reporting units may be less than their carrying amounts. In testing goodwill for impairment, we first assesses qualitative factors to determine whether the existence of events 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 totality of events or circumstances, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. When Advent determines a fair value test is necessary, we estimates the fair value of a reporting unit and compare 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 the amount by which the carrying value exceeds the fair value, up to the amount of goodwill associated with the reporting unit. Currently, we have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 27,962,493 shares of common stock, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented.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 benefitspositions as part of the provision for income taxes.expense. There were no unrecognized tax(expenses) benefits of $(0.8) million and no amounts accrued for interest and penalties as$0.7 million, respectively, have been recorded in the consolidated statements of March 31, 2019. The Companyoperations. Advent is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The CompanyAdvent is subject to income tax examinations by major taxing authorities.since inception.Concentrationin the areas of Credit RiskFinancialincome 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 Advent’s subsidiaries are conducted. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 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.that potentiallyas liabilities at their fair value and adjusts the instruments to fair value at each reporting period. These liabilities are subject the Company to concentrationsre-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2019 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 assets and 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 - Private Placement WarrantsSimultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,500,000 Private Placement Warrants atand the Working Capital Warrants has been determined using either the quoted price, if available, or was based on a pricemodified Black-Scholes-Merton model. The fair value 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 toand 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 PlacementWorking Capital Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisablehas been determined based 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 stockmodified Black-Scholes-Merton model 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 general2023 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 invoices and the payment of the remaining amount will be deferred until 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 from2022.Company's board of directors. At March 31, 2019 and December 31, 2018, there were no shares of preferred stock issuedFASB 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 stockother standard setting bodies that 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 togetheradopted by Advent 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 offeredspecified effective date. Unless otherwise discussed, Advent believes that the impact of recently issued standards that are not yet effective will not have a material impact on Advent’s financial position or results of operations under adoption.Initial Public Offeringcondensed consolidated financial statements included elsewhere in this report for more information about recent accounting pronouncements, the timing of their adoption 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 lawsAdvent’s assessment, to the extent an exemption is not available. If that exemption, or another exemption, is not available, holders will not be able to exerciseAdvent has made one, of their warrantspotential impact 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, the Company may redeem the Public Warrants:–in whole and not in part;–at a price of $0.01 per warrant;–upon not less than 30 days' prior written notice of redemption; and–if, and only if, the reported last sale price of the Company's Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the 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 are identical to the Public Warrants underlying the Units sold in the Initial Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.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 presents information about the Company’s assets that are measured on a recurring basis at March 31, 2019 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 up 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’sAdvent’s financial condition and results of operationsoperations.readconsidered in conjunctionaddition to, and not as a substitute for net income, operating expense and income, cash flows and other measures of financial performance and liquidity reported in accordance with GAAP. The calculation of these non-GAAP measures has been made on a consistent basis for all periods presented.financial statementsmost comparable GAAP measure, net income / (loss), primarily because it does not include interest, income taxes, depreciation of property, plant and the notes thereto contained elsewhere in this Quarterly Report. Certain information containedequipment, and amortization of intangible assets. Adjusted EBITDA adjusts EBITDA for items such as one-time transaction costs, asset impairment charges, and fair value changes in the discussionwarrant liability.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 managementAdjusted EBITDA for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.OverviewWe are a blank check company incorporated on June 18, 2018 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the sale of the private placement warrants that occurred simultaneously with the completion of our initial public offering, our capital stock, debt or a combination of cash, stock and debt.The issuance of additional shares of our stock in a business combination:●may significantly dilute the equity interest of investors, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B common stock;●may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;●could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;●may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and���may adversely affect prevailing market prices for our Class A common stock and/or warrants.Similarly, if we issue debt securities or otherwise incur significant indebtedness, it could result in:●default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations;●acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;●our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;●our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;●our inability to pay dividends on our common stock;●using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;●limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;●increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;●limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and●other purposes and other disadvantages compared to our competitors who have less debt.We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.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 dividend2023 and interest income earned2022.EBITDA and Adjusted EBITDA Three months ended March 31,
(Unaudited) (in Millions of US dollars) 2023 2022 $ change Net loss $ (11.99 ) $ (4.10 ) (7.89 ) Depreciation of property and equipment $ 0.40 $ 0.42 (0.02 ) Amortization of intangibles $ 0.22 $ 0.70 (0.48 ) Finance income / (expenses), net $ (0.11 ) $ 0.01 (0.12 ) Other income / (expenses), net $ (0.17 ) $ - (0.17 ) Foreign exchange differences, net $ 0.04 $ 0.02 0.02 Income taxes $ 0.80 $ (0.66 ) 1.46 EBITDA $ (10.81 ) $ (3.61 ) (7.20 ) Net change in warrant liability $ (0.39 ) $ (8.38 ) 7.99 Adjusted EBITDA $ (11.20 ) $ (11.99 ) 0.79 the trust account of $1,260,391, offsetdetermining our financial performance. We believe this measure is useful in assessing our actual performance by operating costs of $241,137adjusting our results from continuing operations for changes in warrant liability 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 proceedsone-time transaction costs. Adjusted Net Loss differs from the IPO (including the Over-Allotment Units)most comparable GAAP measure, net loss, primarily because it does not include one-time transaction costs, asset impairment charges and $4,410,416warrant liability changes. The following table shows a reconciliation 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 thenet income/(loss) for three months ended March 31, 2019,2023 and 2022.Adjusted Net Loss Three months ended March 31,
(unaudited) (in Millions of US dollars) 2023 2022 $ change Net loss $ (11.99 ) $ (4.10 ) (7.89 ) Net change in warrant liability $ (0.39 ) $ (8.38 ) 7.99 Adjusted Net Loss $ (12.38 ) $ (12.48 ) 0.10 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 asequivalents for working capital, to finance the operations of the target business or businesses, make other acquisitionsinvestment and pursue our growth strategies.2019, we2023, Advent had an unrestricted cash balance of $735,578 held outside the trust account, working capitalapproximately $19.5 million, consisting of $802,092,operating 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, butsavings accounts which are not obligatedaffected by changes in the general level of U.S. interest rates. Advent is not expected to loan us fundsbe materially exposed to interest rate risk in the future as may be required. If we complete a business combination, we would repay such loaned amounts. In the event that a business combinationit intends to take on limited debt finance.close,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.may useincrease in scale, we expect to continue to realize 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 offeringdisclosure controls 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 arrangementsprocedures as of March 31, 2019. We do not participate2023. The term “disclosure controls and procedures,” as defined 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, utilitiesRules 13a-15(e) 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-715d-15(e) under the Investment CompanyExchange 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 aremeans 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 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.Factors that could cause our actual resultsdiffer materially from thosetime subject to various claims, lawsuits and other legal and administrative proceedings arising in this Quarterly Report are anythe ordinary course of the risks described in our annual report on Form 10-K filed with the SEC on April 1, 2019. Anybusiness. Some of these factorsclaims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. However, we do not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, to be material to our business or likely to result in a significant or material adverse effect on our future operating results, financial condition or cash flows.or financial condition.cash flows and prospects, see the disclosure under the heading “Risk Factors” in our 2022 Annual Report. Such risks described are not the only risks facing us. Additional risk factorsrisks and uncertainties not presentlycurrently known to us, or that weour management currently deemdeems to be immaterial, also may also impairadversely affect our business, orfinancial condition, results of operations. As of the date of this Quarterly Report, there have beenoperations, cash flows or prospects. There are no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on April 1, 2019, except we may disclose changes to such factors or disclose additional factors from time to time in 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 solddescribed in the offering were registered under the2022 Annual Report.Act on a registration statement on Form S-1 (No. 333-227994). The SEC declared the registration statement effective on November 15, 2018.Simultaneously with the consummationand Use of the Initial Public Offering and the subsequent over-allotment, we consummated a private placement of 5,500,000 warrants (the “Private Placement Warrants”) to our Sponsor at a price of $1.00 per Private Placement Warrant, generating total proceeds of $5,500,000. On November 27, 2018, in connection with the sale of over-allotment units, the Company consummated a private sale of an additional 410,416 private placement warrants to the Sponsor, generating gross proceeds of $410,416. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.The Private Placement Warrants are the same as the warrants sold in the Initial Public Offering.Of the gross proceeds received from the Initial Public Offering and private placement of Private Placement Warrants, $220,520,770 was placed in a trust account.We paid a total of $4,410,416 in underwriting fees and $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** 32.2** 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.INSXBRL Instance Document101.CAL101.INS*Inline XBRL Instance 101.SCH* Inline XBRL Taxonomy Extension Schema 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document101.SCHXBRL Taxonomy Extension Schema Document101.DEF101.LAB*XBRL Taxonomy Extension Definition Linkbase Document101.LABInline XBRL Taxonomy Extension Labels Linkbase Document101.PRE101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith *Filed herewith**Furnished herewithAMCI ACQUISITION CORP.Date: May 15, 20192023/s/ William HunterADVENT TECHNOLOGIES HOLDINGS, INC.Name:William HunterTitle:By:Chief Executive Officer, /s/ Kevin BrackmanKevin Brackman Chief Financial Officer President and Director( Principal Executive Officer andAuthorized Officer; Principal Financial and Accounting Officer)