AMCI ACQUISITION CORP.
975 Georges Station Road, Suite 900
Greensburg, Pennsylvania 15601
ANNUAL MEETING OF STOCKHOLDERS OF
To be held on Monday, December 16, 2019, at 10:00 a.m.
ADVENT TECHNOLOGIES HOLDINGS, INC.
TO BE HELD June 8, 2022
INTRODUCTION
The board of directors of Advent Technologies Holdings, Inc.,
local timeat the offices of Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS
Why did you send me this proxy statement?
This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation ofor our Board, is soliciting proxies by the Board of Directors (the “Board of Directors” or “Board”) of AMCI Acquisition Corp., a Delaware corporation (the “Company,” “we,” us,” and “our”),from stockholders for its use at the 2022 annual meeting of stockholders, (the “Annual Meeting”)and at any adjournment or adjournments of that meeting. The annual meeting is scheduled to be held on Monday, December 16, 2019June 8, 2022, at 10:9:00 a.m., local time,Eastern Time, in a virtual meeting format at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105, or at any adjournments or postponements thereof. www.virtualshareholdermeeting.com/ADN2022.
This proxy statement
summarizes the information that you needrelates to
make an informed decision on the proposals to be considered at the Annual Meeting. This proxy statement and the enclosed proxy card were first sent to the Company’s stockholders on or about November 29, 2019.What is included in these materials?
These materials include:
This Proxy Statement for the Annual Meeting; and
The Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2019.
What proposals will be addressed at the Annual Meeting?
Stockholders will be asked to consider the following proposals at the Annual Meeting:
| 1. | To elect one director to serve as a Class I director on the Board until the 2022 annual meeting of stockholders or until his successor is elected and qualified; and |
| 2. | To ratify the selection by our audit committee of Marcum LLP (“Marcum”) to serve as our independent registered public accounting firm for the year ending December 31, 2019. |
We will also consider any other business that properly comes before the Annual Meeting.
How does the Board of Directors recommend that I vote?
Our Board of Directors unanimously recommends that stockholders vote “FOR” the director nominee and “FOR” the ratification of the selection of Marcum as our independent registered public accounting firm.
Who may vote at the Annual Meeting of stockholders?
Stockholders who owned shares of the Company’s common stock, par value $.0001 per share, as of the close of business on November 15, 2019 are entitled to vote at the Annual Meeting. As of the Record Date, there were 22,052,077 shares of Class A common stock and 5,513,019 shares of Class B common stock issued and outstanding.
How many votes must be present to hold the Annual Meeting?
Your shares are counted as present at the Annual Meeting if you attend the Annual Meeting and vote in person, if you properly submit your proxy or if your shares are registered in the name of a bank or brokerage firm and you do not provide voting instructions and such bank or broker casts a vote on the ratification of our independent registered public accounting firm. On November 15, 2019, there were 22,052,077 shares of Class A common stock
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and 5,513,019 shares of Class B common stock outstanding and entitled to vote. In order for us to conduct the Annual Meeting, a majority of the voting power of our outstanding shares of common stock entitled to vote at the Annual Meeting must be present at the Annual Meeting. This is referred to as a quorum. Consequently, 13,782,549 shares of common stock must be present at the Annual Meeting to constitute a quorum.
How many votes do I have?
Each share of Class A common stock and Class B common stock is entitled to one vote on each matter that comes before the Annual Meeting. Information about the stock holdings of our directors and executive officers is contained in the section of this Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management.”
What is the difference between a stockholder of record and a beneficial owner of shares held in street name?
Stockholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares, and the proxy materials were sent directly to you by the Company.
Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the proxy materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Those instructions are contained in a “vote instruction form.”
What is the proxy card?
The proxy card enables you to appoint William Hunter, our President, Chief Executive Officer, Chief Financial Officer and Director, and Hans J. Mende, our Executive Chairman of the Board, as your representatives, at the Annual Meeting. By completing and returning the proxy card, you are authorizing Mr. Hunter and Mr. Mende to vote your shares at the Annual Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, it is strongly recommended that you complete and return your proxy card before the Annual Meeting date in case your plans change. If a proposal comes up for vote at the Annual Meeting that is not on the proxy card, the proxies will vote your shares, under your proxy, according to their best judgment.
If I am a stockholder of record of the Company’s shares, how do I vote?
There are two ways to vote:
| • | In person. If you are a stockholder of record, you may vote in person at the Annual Meeting. The Company will give you a ballot when you arrive. |
| • | By Mail. You may vote by proxy by filling out the proxy card and sending it back in the envelope provided. |
If I am a beneficial owner of shares held in street name, how do I vote?
There are three ways to vote:
| • | In person. If you are a beneficial owner of shares held in street name and you wish to vote in person at the Annual Meeting, you must obtain a legal proxy from the brokerage firm, bank, broker-dealer or other similar organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy. |
| • | By mail. You may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares. |
| • | By telephone or over the Internet. You may vote by proxy by submitting your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card. This is allowed if you hold shares in street name and your bank, broker or other nominee offers those alternatives. Although most banks, brokers and other nominees offer these voting alternatives, availability and specific procedures vary. |
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Will my shares be voted if I do not provide my proxy?
If you hold your shares directly in your own name, they will not be voted if you do not provide a proxy.
Your shares may be voted under certain circumstances if they are held in the name of a brokerage firm. Brokerage firms generally have the authority to vote shares not voted by customers on certain “routine” matters, including the ratification of an independent registered public accounting firm. Accordingly, at the Annual Meeting, your shares may only be voted by your brokerage firm for the ratification of our independent registered public accounting firm.
Brokers are prohibited from exercising discretionary authority on non-routine matters. The election of a Class I director is considered a non-routine matter, and therefore brokers cannot exercise discretionary authority regarding this proposal for beneficial owners who have not returned proxies to the brokers (so-called “broker non-votes”). In the case of broker non-votes, and in cases where you abstain from voting on a matter when present at the Annual Meeting and entitled to vote, those shares will still be counted for purposes of determining if a quorum is present.
What vote is required to elect directors?
Directors are elected by a plurality of the votes cast at the Annual Meeting. Abstentions will have no effect on this proposal, assuming that a quorum is present.
What vote is required to ratify the selection by our audit committee of Marcum as our independent registered public accounting firm?
Approval of the proposal to ratify the selection of Marcum as our independent registered public accounting firm requires the affirmative vote of the majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote on the matter at the Annual Meeting. Abstentions will have no effect on this proposal, assuming that a quorum is present.
Can I change my vote after I have voted?
You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. You may vote again by signing and returning a new proxy card or vote instruction form with a later date or by attending the Annual Meeting and voting in person if you are a stockholder of record. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request that your prior proxy be revoked by delivering to the Company’s Secretary at 975 Georges Station Road, Suite 900, Greensburg, Pennsylvania 15601 a written notice of revocation prior to the Annual Meeting.
Please note, however, that if your shares are held of record by a brokerage firm, bank or other nominee, you must instruct your broker, bank or other nominee that you wish to change your vote by following the procedures on the voting form provided to you by the broker, bank or other nominee. If your shares are held in street name, and you wish to attend the Annual Meeting and vote at the Annual Meeting, you must bring to the Annual Meeting a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.
What happens if I do not indicate how to vote my proxy?
If you sign your proxy card without providing further instructions, your shares will be voted “FOR” the director nominee and “FOR” the ratification of Marcum to serve as our independent registered public accounting firm.
Is my vote kept confidential?
Proxies, ballots and voting tabulations identifying stockholders are kept confidential and will not be disclosed except as may be necessary to meet legal requirements.
Where do I find the voting results of the Annual Meeting?
We will announce preliminary voting results at the Annual Meeting. The final voting results will be tallied by the inspector of election and published in the Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the Annual Meeting.
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Who bears the cost of soliciting proxies?
The Company will bear the cost of soliciting proxies in the accompanying form and will reimburse brokerage firms and others for expenses involved in forwarding proxy materials to beneficial owners or soliciting their execution. In addition to solicitations by mail, the Company, through its directors and officers, may solicit proxies in person, by telephone or by electronic means. Such directors and officers will not receive any special remuneration for these efforts.
Who is the sponsor of the Company?
References throughout this proxy statement to our “sponsor” are to AMCI Sponsor LLC, a Delaware limited liability company which is 100% owned by trusts, the beneficiaries of which are Mr. Mende, our Executive Chairman and an affiliate of our sponsor and the Company, and Mr. Kundrun, an affiliate of our sponsor and the AMCI group of companies.
Who can help answer my questions?
You can contact our Chief Executive Officer and Secretary, William Hunter at (724) 672-4319 or by sending a letter to Mr. Hunter at the offices of the Company at 975 Georges Station Road, Suite 900, Greensburg, Pennsylvania 15601 with any questions about the proposals described in this proxy statement or how to execute your vote.
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THE ANNUAL MEETING
We are furnishing this proxy statement to you as a stockholder of AMCI Acquisition Corp. as part of the solicitation of proxies by our Board for use at the 2022 annual meeting.
On or about April 26, 2022, we will commence mailing a full set of proxy materials to all stockholders entitled to vote at the 2022 annual meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS The SEC’s e-proxy rules require companies to post their proxy materials on the Internet and permit them to provide only a Notice of Internet Availability of Proxy Materials to stockholders. For this proxy statement, we have chosen to follow the SEC’s “full set” delivery option and therefore, although we are posting a full set of our proxy materials (this proxy statement, our Annual
Report to Stockholders for the fiscal year ended December 31, 2021 and our Form of Proxy Card) online, we are also mailing a full set of our proxy materials to our stockholders. The Company’s Proxy Statement for the 2022 Annual Meeting
of Stockholders, Proxy Card and Annual Report to
be held on Monday,Stockholders for the fiscal year ended December
16, 2019, or any adjournment or postponement thereof.31, 2021 are available at www.advent.energy/Investors.
Date, Time, Place and PurposeINFORMATION ABOUT THE MEETING AND VOTINGPurposes of the
Annual Meeting
The
Annual Meeting will be held at the officespurposes of
Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105, on Monday, December 16, 2019, at 10:00 a.m., local time. You are cordially invited to attend the Annual Meeting, at which stockholders will be asked to consider and vote upon the following proposals, which are more fully described in this proxy statement:To elect one director to serve as a Class I director on the Board until the 2022 annual meeting are:
1.
| To elect two (2) directors, each to serve until the 2025 annual meeting of our stockholders; |
2.
| To ratify the appointment of Ernst & Young (Hellas) Certified Auditors Accountants S.A. as our independent registered public accounting firm for our fiscal year ending December 31, 2022; and |
3.
| To transact such other business as may properly come before the meeting or any adjournments and postponements thereof. |
Stockholders Entitled to Vote at the Meeting
Our Board has established the close of business on April 13, 2022 as the “record date” for the 2022 annual meeting. This means that you are entitled to vote at this meeting (and any adjournments) if our records show that you owned our common stock at that time. As of this record date, 51,253,591 shares of our common stock were issued and outstanding, held by approximately 49 registered stockholders of record. Each issued and outstanding share of common stock as of the record date is entitled to one vote on each matter properly to come before the 2022 annual meeting and can be voted only if the record owner of that share, determined as of the record date, is present by remote communication at the meeting or represented by proxy. A list of stockholders entitled to vote will be available for examination during the annual meeting at www.virtualshareholdermeeting.com/ADN2022.