UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 13, 2021
Advent Technologies Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
| 001-38742
| 83-0982969
|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
200 Clarendon Street
Boston, Massachusetts 02116
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (617) 655-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.0001 per share
| | ADN
| | The Nasdaq Stock Market LLC
|
Warrants to purchase one share of common stock, each at an exercise price of $11.50
| | | | The Nasdaq Stock Market LLC
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Advent Technologies Holdings, Inc. (the “Company”) is filing information for the purpose of supplementing and updating certain aspects of the description of its business from that described in prior pubic filings, including under the heading “Business” in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on February 9, 2021, as amended by Amendment No. 1 to Form 8-K, filed with the SEC on February 9, 2021, as further amended by Amendment No. 2 to Form 8-K, filed with the SEC on March 26, 2021, as further amended by Amendment No. 3 to Form 8-K, filed with the SEC on May 20, 2021. The updated disclosure is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
The information contained herein includes “forward-looking statements.” These statements include, but are not limited to, statements regarding the Company’s strategies, future opportunities and growth prospects, financial information, target high-growth profile, and assumptions, estimates and projections about the Company and its industry, as well as other information and statements that are not historical fact. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. Each forward-looking statement contained in this presentation is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the Company’s ability to realize the benefits from the business combination; the Company’s ability to maintain the listing of its common stock on Nasdaq; future financial performance; the COVID-19 pandemic, public securities’ potential liquidity and trading; impact from the outcome of any known and unknown litigation; ability to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; expectations regarding future expenditures; future mix of revenue and effect on gross margins; attraction and retention of qualified directors, officers, employees and key personnel; ability to compete effectively in a competitive industry; the Company’s ability to protect and enhance its corporate reputation and brand; expectations concerning the Company’s relationships and actions with its technology partners and other third parties; impact from future regulatory, judicial and legislative changes to the industry; ability to locate and acquire complementary technologies or services and integrate those into the Company’s business; future arrangements with, or investments in, other entities or associations; and intense competition and competitive pressure from other companies worldwide in the industries in which the Company will operate; and the risks identified under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K/A filed with the SEC on May 20, 2021, and the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021, filed with the SEC on May 20, 2021 and August 12, 2021, respectively, as well as the other information the Company files with the SEC. Investors are cautioned not to place considerable reliance on the forward-looking statements contained herein. You are encouraged to read the Company’s filings with the SEC, available at http://www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements contained herein speak only as of the date hereof, and the Company undertakes no obligation to update or revise any of these statements. The Company’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | | Description |
| | Updated Company Disclosure. |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 13, 2021 | Advent Technologies Holdings, Inc. |
| | |
| | By: | /s/ Vassilios Gregoriou |
| | | Vassilios Gregoriou |
| | | Chairman and Chief Executive Officer |
