☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
83-0982969
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
200 Clarendon Street
Boston, Massachusetts
|
02116
|
|
(Address of principal executive offices)
|
(Zip code)
|
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 Global Market
|
||
Warrants
|
ADNWW
|
The Nasdaq Global Market
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
Emerging growth company
|
☒
|
|
• |
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:
|
|
o |
our ability to control the costs associated with our operations;
|
|
o |
our ability to grow and manage growth profitably;
|
|
o |
our reliance on complex machinery for our operations and production;
|
|
o |
the market’s willingness to adopt our technology;
|
|
o |
our ability to maintain relationships with customers;
|
|
o |
the potential impact of product recalls;
|
|
o |
our ability to compete within our industry;
|
|
o |
our ability to retain key employees;
|
|
o |
increases in costs, disruption of supply or shortage of raw materials;
|
|
o |
risks associated with strategic alliances or acquisitions;
|
|
o |
the impact of unfavorable changes in U.S. and international regulations;
|
|
o |
the availability of and our ability to meet the terms and conditions for government grants and economic incentives; and
|
|
o |
our ability to protect our intellectual property rights;
|
|
• |
market conditions and global and economic factors beyond our control, including the potential adverse effects of the ongoing global coronavirus (COVID-19) pandemic on capital markets, general economic
conditions, unemployment and our liquidity, operations and personnel;
|
|
• |
volatility of our stock price and potential share dilution; and
|
|
• |
future exchange and interest rates.
|
Page
|
||
PART I—FINANCIAL INFORMATION
|
||
Item 1.
|
3
|
|
3
|
||
4
|
||
5
|
||
6
|
||
8
|
||
9
|
||
Item 2.
|
22
|
|
Item 3.
|
35
|
|
Item 4.
|
35
|
|
PART II—OTHER INFORMATION
|
||
Item 1.
|
37
|
|
Item 1A.
|
37
|
|
Item 2.
|
37
|
|
Item 6.
|
38
|
|
39
|
March 31, 2021
|
December 31, 2020
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
124,974,831
|
$
|
515,734
|
||||
Accounts receivable
|
1,138,454
|
421,059
|
||||||
Due from related parties
|
-
|
67,781
|
||||||
Contract assets
|
745,513
|
85,930
|
||||||
Inventories
|
812,744
|
107,939
|
||||||
Prepaid expenses and Other current assets
|
4,121,554
|
496,745
|
||||||
Total current assets
|
131,793,096
|
1,695,188
|
||||||
Goodwill and intangibles, net
|
5,178,771
|
-
|
||||||
Property and equipment, net
|
317,996
|
198,873
|
||||||
Total assets
|
$
|
137,289,863
|
$
|
1,894,061
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)
|
||||||||
Current liabilities:
|
||||||||
Trade and other payables
|
$
|
1,462,789
|
$
|
881,394
|
||||
Due to related parties
|
-
|
1,114,659
|
||||||
Deferred income from grants, current
|
306,917
|
158,819
|
||||||
Contract liabilities
|
44,185
|
167,761
|
||||||
Other current liabilities
|
2,956,116
|
904,379
|
||||||
Income tax payable
|
199,653
|
201,780
|
||||||
Total current liabilities
|
4,969,660
|
3,428,792
|
||||||
Warrant Liability
|
23,350,695
|
-
|
||||||
Deferred income from grants, non-current
|
67,848
|
182,273
|
||||||
Other long-term liabilities
|
193,719
|
76,469
|
||||||
Total liabilities
|
28,581,922
|
3,687,534
|
||||||
Commitments and contingent liabilities
|
-
|
-
|
||||||
Stockholders’ equity/(deficit)
|
||||||||
Common stock ($0.0001 par value per share; Shares authorized: 110,000,000 at March 31, 2021 and December 31, 2020; Issued and outstanding: 46,105,947 and 25,033,398 at March 31, 2021 and
December 31, 2020, respectively)
|
4,611
|
2,503
|
||||||
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at March 31, 2021 and December 31, 2020; nil issued and outstanding at March 31, 2021 and December 31, 2020
|
-
|
-
|
||||||
Additional Paid in Capital
|
118,568,449
|
10,993,762
|
||||||
Accumulated Other Comprehensive Income
|
130,725
|
111,780
|
||||||
Accumulated Deficit
|
(9,995,844
|
)
|
(12,901,518
|
)
|
||||
Total stockholders’ equity/(deficit)
|
108,707,941
|
(1,793,473
|
)
|
|||||
Total liabilities and stockholders’ equity/(deficit)
|
$
|
137,289,863
|
$
|
1,894,061
|
|
Three months ended March 31,
|
|||||||
|
2021
|
2020
|
||||||
Revenue, net
|
$
|
1,489,292
|
$
|
100,266
|
||||
Cost of revenues
|
(347,342
|
)
|
(66,037
|
)
|
||||
Gross profit / (loss)
|
1,141,950
|
34,229
|
||||||
Income from grants
|
38,453
|
228,764
|
||||||
Research and development expenses
|
(29,082
|
)
|
(51,269
|
)
|
||||
Administrative and selling expenses
|
(7,921,858
|
)
|
(302,669
|
)
|
||||
Amortization of intangibles
|
(186,760
|
)
|
-
|
|||||
Operating Loss
|
(6,957,297
|
)
|
(90,945
|
)
|
||||
Finance costs
|
(10,280
|
)
|
(2,523
|
)
|
||||
Change fair value of warrant liability
|
9,765,625
|
-
|
||||||
Foreign exchange differences, net
|
23,955
|
(18,587
|
)
|
|||||
Other income / (expense)
|
83,671
|
(104,561
|
)
|
|||||
Income / (Loss) before income tax
|
2,905,674
|
(216,616
|
)
|
|||||
Income tax expense
|
-
|
-
|
||||||
Net income / (loss)
|
$
|
2,905,674
|
$
|
(216,616
|
)
|
|||
Net income / (loss) per share, basic
|
0.08
|
(0.01
|
)
|
|||||
Weighted Average shares outstanding, basic
|
37,769,554
|
14,979,803
|
||||||
Net income / (loss) per share, diluted
|
0.07
|
(0.01
|
)
|
|||||
Weighted Average shares outstanding, diluted
|
40,987,346
|
14,979,803
|
Three months ended March 31,
|
||||||||
2021
|
2020
|
|||||||
Net Income / (loss)
|
$
|
2,905,674
|
$
|
(216,616
|
)
|
|||
Other comprehensive income / (loss), net of tax effect:
|
||||||||
Foreign currency translation adjustment
|
18,945
|
(49,841
|
)
|
|||||
Total other comprehensive income / (loss)
|
18,945
|
(49,841
|
)
|
|||||
Comprehensive income / (loss)
|
$
|
2,924,619
|
$
|
(266,457
|
)
|
Preferred
Stock Series A
Shares
|
Amount
|
Preferred Stock
Series Seed
Shares
|
Amount
|
Common Stock
Shares
|
Amount
|
Additional Paid-in
Capital
|
Accumulated
Deficit
|
Accumulated
OCI
|
Total Stockholders'
(Deficit) Equity
|
|||||||||||||||||||||||||||||||
Balance as of December 31, 2020
|
844,037
|
$
|
845
|
2,095,592
|
$
|
2,096
|
3,017,057
|
$
|
3,017
|
$
|
10,990,307
|
$
|
(12,901,518
|
)
|
$
|
111,780
|
$
|
(1,793,473
|
)
|
|||||||||||||||||||||
Retroactive application of recapitalization
|
(844,037
|
)
|
(845
|
)
|
(2,095,592
|
)
|
(2,096
|
)
|
22,016,341
|
(513
|
)
|
3,454
|
-
|
-
|
-
|
|||||||||||||||||||||||||
Adjusted balance, beginning of period
|
-
|
-
|
-
|
-
|
25,033,398
|
2,504
|
10,993,761
|
(12,901,518
|
)
|
111,780
|
(1,793,473
|
)
|
||||||||||||||||||||||||||||
Business Combination and PIPE financing
|
-
|
-
|
-
|
-
|
21,072,549
|
2,107
|
107,574,688
|
-
|
-
|
107,576,795
|
||||||||||||||||||||||||||||||
Net (loss) / Profit
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
2,905,674
|
-
|
2,905,674
|
||||||||||||||||||||||||||||||
OCI
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
18,945
|
18,945
|
||||||||||||||||||||||||||||||
Balance as of March 31, 2021
|
-
|
$
|
-
|
-
|
$
|
-
|
46,105,947
|
$
|
4,611
|
$
|
118,568,449
|
$
|
(9,995,844
|
)
|
$
|
130,725
|
$
|
108,707,941
|
Preferred Stock
Series A Shares
|
Amount
|
Preferred
Stock Series
Seed Shares
|
Amount
|
Common
Stock
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Accumulated
OCI
|
Total
Stockholders'
(Deficit)
Equity
|
|||||||||||||||||||||||||||||||
Balance as of December 31, 2019
|
314,505
|
$
|
315
|
2,108,405
|
$
|
2,108
|
888,184
|
$
|
888
|
$
|
8,811,647
|
$
|
(9,767,619
|
)
|
$
|
118,859
|
$
|
(833,802
|
)
|
|||||||||||||||||||||
Retroactive application of recapitalization
|
(314,505
|
)
|
(315
|
)
|
(2,108,405
|
)
|
(2,108
|
)
|
13,915,109
|
592
|
|
1,831
|
-
|
-
|
-
|
|||||||||||||||||||||||||
Adjusted balance, beginning of period
|
-
|
-
|
-
|
-
|
14,803,293
|
1,480
|
8,813,478
|
(9,767,619
|
)
|
118,859
|
(833,802
|
)
|
||||||||||||||||||||||||||||
Issuance of preferred stock*
|
-
|
-
|
-
|
-
|
2,225,396
|
223 |
1,429,782
|
-
|
-
|
1,430,005
|
||||||||||||||||||||||||||||||
Net loss / Profit
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(216,616
|
)
|
-
|
(216,616
|
)
|
||||||||||||||||||||||||||||
OCI
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(49,841
|
)
|
(49,841
|
)
|
||||||||||||||||||||||||||||
Balance as of March 31, 2020
|
-
|
$
|
-
|
-
|
$
|
-
|
17,028,689
|
$
|
1,703
|
$
|
10,243,260
|
$
|
(9,984,235
|
)
|
$
|
69,018
|
$
|
329,746
|
Three months ended March 31,
|
||||||||
2021
|
2020
|
|||||||
Net Cash used in Operating Activities
|
$
|
(12,196,101
|
)
|
$
|
(341,666
|
)
|
||
Cash Flows from Investing Activities:
|
||||||||
Purchases of property and equipment
|
(77,112
|
)
|
(34,699
|
)
|
||||
Acquisition of a subsidiary, net of cash acquired
|
(3,975,940
|
)
|
-
|
|||||
Net Cash used in Investing Activities
|
$
|
(4,053,052
|
)
|
$
|
(34,699
|
)
|
||
Cash Flows from Financing Activities:
|
||||||||
Business Combination and PIPE financing, net of issuance costs paid
|
140,693,116
|
-
|
||||||
Proceeds of issuance of preferred stock
|
-
|
1,430,005
|
||||||
Repayment of Loan
|
-
|
(487,708
|
)
|
|||||
Net Cash provided by Financing Activities
|
$
|
140,693,116
|
$
|
942,297
|
||||
Net increase (decrease) in cash and cash equivalents
|
$
|
124,443,963
|
$
|
565,932
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
15,134
|
7,893
|
||||||
Cash and cash equivalents at the beginning of the period
|
515,734
|
1,199,015
|
||||||
Cash and cash equivalents at the end of the period
|
$
|
124,974,831
|
$
|
1,772,840
|
1. |
Basis of presentation
|
(a) |
Overview
|
(b) |
Unaudited Condensed Consolidated Financial Statements
|
2. |
Summary of Significant Accounting Policies:
|
(a)
|
Business acquisitions, Goodwill and Intangible Assets
|
(b) |
Warrants
|
(c) |
Fair Value of Financial Instruments
|
Warrant Liability
|
||||
Estimated fair value at February 4, 2021
|
33,116,321
|
|||
Change in estimated fair value
|
(9,765,625
|
)
|
||
Estimated fair value at March 31, 2021
|
23,350,695
|
Stock price
|
13.39
|
|||
Exercise price (strike price)
|
11.50
|
|||
Remaining term (in years)
|
4.84
|
|||
Volatility
|
40
|
%
|
||
Risk-free interest rate
|
0.63
|
%
|
(d) |
Earnings / (Loss) Per Share
|
(e)
|
Recent Accounting pronouncements
|
3. |
Business Combination
|
(a)
|
AMCI Acquisition Corp.
|
Recapitalization
|
||||
Cash- AMCI’s trust and cash (net of redemptions)
|
$
|
93,310,599
|
||
Cash – PIPE plus interest
|
65,000,118
|
|||
Less transaction costs and advisory fees paid
|
(17,617,601
|
)
|
||
Less non-cash warrant liability assumed
|
(33,116,321
|
)
|
||
Net Business Combination and PIPE financing
|
$
|
107,576,795
|
Recapitalization
|
||||
Class A Common A stock of AMCI, outstanding prior to Business Combination
|
9,061,136
|
|||
Less Redemption of AMCI shares
|
(1,606
|
)
|
||
Class B Common Stock of AMCI, outstanding prior to Business Combination
|
5,513,019
|
|||
Shares issued in PIPE
|
6,500,000
|
|||
Business Combination and PIPE financing shares
|
21,072,549
|
|||
Legacy Advent Shares
|
25,033,398
|
|||
Total shares of Common Stock immediately after Business Combination
|
46,105,947
|
(b)
|
UltraCell, LLC
|
4. |
Related party disclosures:
|
March 31, 2021
|
December 31, 2020
|
|||||||
Due to related parties
|
Unpaid
compensation
cost
|
Unpaid
compensation cost
|
||||||
Vassilios Gregoriou
|
$
|
-
|
$
|
613,971
|
||||
Christos Kaskavelis
|
-
|
75,160
|
||||||
Emory Sayre De Castro
|
-
|
425,528
|
||||||
Total
|
$
|
-
|
$
|
1,114,659
|
March 31, 2021
|
December 31, 2020
|
|||||||
Due from related parties
|
Prepayment
|
Prepayment
|
||||||
Charalampos Antoniou
|
$
|
-
|
$
|
67,781
|
||||
Total
|
$
|
-
|
$
|
67,781
|
5. |
Inventories:
|
March
31, 2021
|
December
31, 2020
|
|||||||
Raw materials and supplies
|
$
|
812,744
|
$
|
107,939
|
||||
Total
|
$
|
812,744
|
$
|
107,939
|
6. |
Prepaid expenses and Other current assets:
|
March 31, 2021
|
December 31, 2020
|
|||||||
VAT receivable
|
$
|
287,523
|
$
|
259,831
|
||||
Grants receivable
|
91,182
|
95,064
|
||||||
Other current assets
|
891,168
|
140,126
|
||||||
Prepaid Expenses
|
2,851,681
|
1,724
|
||||||
Total
|
$
|
4,121,554
|
$
|
496,745
|
7. |
Property and equipment, net:
|
8. |
Trade and other payables:
|
December 31,
|
||||||||
March 31, 2021
|
December 31, 2020
|
|||||||
Trade payables and other payables
|
$
|
1,462,789
|
$
|
881,394
|
||||
Total
|
$
|
1,462,789
|
$
|
881,394
|
9. |
Other current liabilities:
|
March 31,2021
|
December 31, 2020
|
|||||||
Accrued expenses for legal and consulting fees
|
$
|
837,606
|
$
|
814,965
|
||||
Other accruals and short-term payables
|
118,510
|
89,414
|
||||||
Contingent Consideration
|
2,000,000
|
-
|
||||||
Total
|
$
|
2,956,116
|
$
|
904,379
|
10. |
Private Placement Warrants and Working Capital Warrants:
|
11. |
Stockholders’ Equity / (Deficit):
|
12.
|
Revenue, net:
|
Three months period ended
|
||||||||
March, 31 2021
|
March, 31,2020
|
|||||||
Sales of goods
|
$
|
1,489,292
|
$
|
100,266
|
||||
Total revenue from contracts with customers
|
$
|
1,489,292
|
$
|
100,266
|
13. |
Fair value measurement:
|
14. |
Income Taxes
|
15. |
Commitments and contingencies:
|
15.1
|
Litigations
|
15.2 |
Operating Leases
|
16. |
Net income / (loss) per share
|
Three-months ended March 31,
|
||||||||
Numerator:
|
2021
|
2020
|
||||||
Net income / (loss)
|
$
|
2,905,674
|
$
|
(216,616
|
)
|
|||
Denominator:
|
||||||||
Weighted average shares outstanding, basic
|
37,769,554
|
14,979,803
|
||||||
Dilutive effect of common stock issuable from assumed exercise of warrants
|
3,217,792
|
-
|
||||||
Weighted average shares outstanding, diluted
|
40,987,346
|
14,979,803
|
||||||
Net income / (loss) per share:
|
||||||||
Basic
|
$
|
0.08
|
$
|
(0.01
|
)
|
|||
Diluted
|
$
|
0.07
|
$
|
(0.01
|
)
|
17. |
Subsequent Events
|
Item 2. |
|
• |
Expand U.S.-based operations to increase capacity for MEA testing, development projects and associated research and development activities;
|
|
• |
Expand Greece-based production facilities to increase and automate MEA assembly and production;
|
|
• |
Develop improved MEA and other products for both existing and new markets, such as ultra-light MEAs designed for aviation applications, to remain at the forefront of the fast-developing hydrogen economy;
|
|
• |
Increase business development and marketing activities;
|
|
• |
Increase headcount in management and head office functions in order to appropriately manage Advent’s increased operations;
|
|
• |
Improve its operational, financial and management information systems;
|
|
• |
Obtain, maintain, expand, and protect its intellectual property portfolio; and
|
|
• |
Operate as a public company.
|
|
Three months ended March 31,
|
|||||||||||||||
|
2021
|
2020
|
$ change
|
% change
|
||||||||||||
Revenue, net
|
$
|
1,489,292
|
$
|
100,266
|
1,389,026
|
1,385.34
|
%
|
|||||||||
Cost of revenues
|
(347,342
|
)
|
(66,037
|
)
|
(281,305
|
)
|
425.98
|
%
|
||||||||
Gross profit/(loss)
|
1,141,950
|
34,229
|
1,107,721
|
3,236.11
|
%
|
|||||||||||
Income from grants
|
38,453
|
228,764
|
(190,311
|
)
|
(83.19
|
%)
|
||||||||||
Research and development expenses
|
(29,082
|
)
|
(51,269
|
)
|
22,187
|
(43.28
|
%)
|
|||||||||
Administrative and selling expenses
|
(7,921,858
|
)
|
(302,669
|
)
|
(7,619,189
|
)
|
2,517,33
|
%
|
||||||||
Amortization of intangibles
|
(186,760
|
)
|
-
|
(186,760
|
)
|
N/A
|
||||||||||
Operating Loss
|
(6,957,297
|
)
|
(90,945
|
)
|
(6,866,352
|
)
|
7,550.00
|
%
|
||||||||
Finance costs
|
(10,280
|
)
|
(2,523
|
)
|
(7,757
|
)
|
307.45
|
%
|
||||||||
Change fair value of warrant liability
|
9,765,625
|
-
|
9,765,625
|
N/A
|
||||||||||||
Foreign exchange differences, net
|
23,955
|
(18,587
|
)
|
42,542
|
(228.88
|
)%
|
||||||||||
Other income/ (expense)
|
83,671
|
(104,561
|
)
|
188,232
|
(180.02
|
)%
|
||||||||||
Income / (Loss) before income tax
|
2,905,674
|
(216,616
|
)
|
3,122,290
|
(1,441.39
|
%)
|
||||||||||
Net income/(loss)
|
$
|
2,905,674
|
$
|
(216,616
|
)
|
3,122,290
|
(1,441.39
|
%)
|
||||||||
Net income/(loss) per share, basic |
0.08
|
(0.01
|
)
|
0.09
|
N/A | |||||||||||
Weighted Average shares outstanding, Basic
|
37,769,554
|
14,979,803
|
N/A
|
N/A | ||||||||||||
Net income/(loss) per share, diluted
|
0.07
|
(0.01
|
)
|
0.08
|
N/A | |||||||||||
Weighted Average shares outstanding, Diluted
|
40,987,346
|
14,979,803 |
N/A
|
N/A |
|
• |
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.
|
EBITDA and Adjusted EBITDA
|
Three Months Ended March 31,
|
|||||||||||
(in Millions of US dollars)
|
||||||||||||
2021
|
2020
|
$ Change
|
||||||||||
Net Income / (loss)
|
$
|
2.91
|
$
|
(0.22
|
)
|
$
|
3.13
|
|||||
Amortization of intangibles
|
$
|
0.19
|
$
|
-
|
$
|
0.19
|
||||||
Finance Costs
|
$
|
0.01
|
$
|
-
|
$
|
0.01
|
||||||
Other Income / (expense)
|
$
|
(0.08
|
)
|
$
|
0.10
|
$
|
(0.18
|
)
|
||||
Foreign exchange differences, net
|
(0.02
|
)
|
0.02
|
$
|
(0.04
|
)
|
||||||
EBITDA
|
$
|
3.00
|
|
$
|
(0.10
|
)
|
$
|
3.10
|
|
|||
Net Change in Warrant Liability
|
$ |
(9.77
|
) | $ |
-
|
$ |
(9.77
|
) | ||||
One-Time Transaction Related Expenses(1) |
$
|
5.87 |
|
$
|
-
|
|
$
|
5.87
|
|
|||
Adjusted EBITDA
|
$ | (0.90 |
)
|
$ |
(0.10
|
)
|
$ |
(0.80
|
)
|
(1)
|
Bonus awarded after consummation of the Business Combination effective February 4, 2021
|
Adjusted Net Income / (Loss)
|
Three Months Ended
March 31,
|
|||||||||||
(in Millions of US dollars)
|
||||||||||||
2021
|
2020
|
$ Change
|
||||||||||
Net Income / (Loss)
|
$
|
2.91
|
$
|
(0.22
|
)
|
$
|
3.13
|
|||||
One-Time Transaction Related Expenses (1)
|
$
|
5.87
|
$
|
-
|
$
|
5.87
|
||||||
Net Change in Warrant Liability
|
$
|
(9.77
|
)
|
$
|
-
|
$
|
(9.77
|
)
|
||||
Adjusted Net Income / (Loss)
|
$
|
(0.99
|
)
|
$
|
(0.22
|
)
|
$
|
(0.77
|
)
|
(1)
|
Bonus awarded after the consummation of the Business Combination effective February 4, 2021.
|
Item 6. |
Exhibit
Number
|
Description
|
|
Second Amended and Restated Certificate of Incorporation of Advent Technologies Holdings, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2021)
|
||
Amended and Restated Bylaws of Advent Technologies Holdings, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2021)
|
||
Employment Agreement, dated as of January 12, 2021, by and between Advent Technologies, Inc. and William Hunter (incorporated by reference to the Company’s Current Report on Form 8-K,
filed with the SEC on February 9, 2021).
|
||
2021 Equity Incentive Plan (incorporated by reference to 10.9 of AMCI Acquisition Corp.’s Registration Statement on Form S-4 (Reg. No. 333-250946), filed with the SEC on January 14,
2021).
|
||
Form of Indemnification Agreement (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2021).
|
||
Lease Agreement, dated as of February 5, 2021 by and between Advent Technologies, Inc. and BP Hancock LLC. (incorporated by reference to the Company’s Current Report on Form 8-K/A, filed
with the SEC on February 9, 2021).
|
||
Lease Agreement, entered into as of March 8, 2021, effective as of March 5, 2021, by and between Advent Technologies, Inc. and Hood Park LLC.
|
||
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
101.INS
|
XBRL Instance Document.
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document.
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
101.LAB
|
XBRL Taxonomy Label Linkbase Document.
|
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document.
|
* |
Filed herewith
|
† |
This certification will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.
|
Date: May 20, 2021
|
ADVENT TECHNOLOGIES HOLDINGS, INC.
|
|
By:
|
/s/ William Hunter
|
|
William Hunter
|
||
President and Chief Financial Officer
|
||
(Authorized Officer; Principal Financial and Accounting Officer)
|
|
1. |
I have reviewed this report on Form 10-Q of Advent Technologies Holdings, Inc.;
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and
|
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 20, 2021
|
|
/s/ Vassilios Gregoriou
|
|
Vassilios Gregoriou
|
|
Chief Executive Officer and Chairman of the Board
|
|
1. |
I have reviewed this report on Form 10-Q of Advent Technologies Holdings, Inc.;
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and
|
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 20, 2021
|
|
/s/ William Hunter
|
|
William Hunter
|
|
President, Chief Financial Officer and Director
|
|
1. |
The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 (the “Report”), to which this Certification is attached as Exhibit
32.1, fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
|
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 20, 2021
|
|
/s/ Vassilios Gregoriou
|
|
Vassilios Gregoriou
|
|
Chief Executive Officer and Chairman of the Board
|
|
1. |
The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 (the “Report”), to which this Certification is attached as Exhibit
32.2, fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
|
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 20, 2021
|
|
/s/ William Hunter
|
|
William Hunter
|
|
President, Chief Financial Officer and Director
|