☒ |
ANNUAL 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 FOR THE TRANSITION PERIOD FROM TO
|
Delaware
|
001-38742
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83-0982969
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
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(IRS Employer Identification No.)
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Title of each class
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Trading
Symbol(s)
|
Name of each exchange on which
registered
|
||
Common Stock, par value $0.0001 per share
|
ADN
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The Nasdaq Stock Market LLC
|
||
Warrants to purchase one share of common stock, each at an exercise price of $11.50
|
ADNWW
|
The Nasdaq Stock Market LLC
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Large accelerated filer
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☐ |
Accelerated filer
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☐ | |
Non-accelerated filer
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☒ |
Smaller reporting company
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☒ | |
Emerging growth company
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☒ |
Page
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PART I
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|||
Item 1.
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8
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Item 1A.
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10 | ||
Item 1B.
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24 | ||
Item 2.
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24 | ||
Item 3.
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24
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||
Item 4.
|
24 | ||
PART II
|
|||
Item 5.
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25
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||
Item 6.
|
26 | ||
Item 7.
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26 | ||
Item 7A.
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30 | ||
Item 8.
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30 | ||
Item 9.
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30 | ||
Item 9A.
|
30 | ||
Item 9B.
|
32 | ||
PART III
|
|||
Item 10.
|
33 | ||
Item 11.
|
38 | ||
Item 12.
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38 | ||
Item 13.
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40 | ||
Item 14.
|
42 | ||
PART IV
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|||
Item 15.
|
43 | ||
Item 16
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45 |
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• |
our ability to maintain the listing of our shares of common stock and warrants on Nasdaq;
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• |
our ability to raise financing in the future;
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• |
our success in retaining or recruiting officers, key employees or directors;
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• |
factors relating to our business, operations and financial performance, including:
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• |
our ability to grow and manage growth profitably;
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• |
our ability to maintain relationships with customers;
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• |
compete within its industry; and
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• |
retain its key employees;
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• |
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;
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|
• |
future exchange and interest rates; and
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• |
other factors detailed herein under the section entitled “Risk Factors.”
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Item 1. |
Business.
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|
● |
training new personnel;
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|
● |
forecasting production and revenue;
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● |
geographic expansion;
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● |
controlling expenses and investments in anticipation of expanded operations;
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● |
entry into new material contracts;
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● |
establishing or expanding design, production, licensing and sales; and
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● |
implementing and enhancing administrative infrastructure, systems and processes.
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● |
perceptions about safety, design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of alternative fuel or electric vehicles;
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● |
improvements in the fuel economy of internal combustion engines and battery powered vehicles;
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● |
the availability of service for alternative fuel vehicles;
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● |
volatility in the cost of energy, oil, gasoline and hydrogen;
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● |
government regulations and economic incentives promoting fuel efficiency, alternate forms of energy, and regulations banning internal combustion engines;
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● |
the availability of tax and other governmental incentives to sell hydrogen;
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● |
perceptions about and the actual cost of alternative fuel; and
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|
● |
macroeconomic factors.
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|
● |
increased subsidies for corn and ethanol production, which could reduce the operating cost of vehicles that use ethanol or a combination of ethanol and gasoline; and
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|
● |
increased sensitivity by regulators to the needs of established automobile manufacturers with large employment bases, high fixed costs and business models based on the internal combustion engine, which could
lead them to pass regulations that could reduce the compliance costs of such established manufacturers or mitigate the effects of government efforts to promote alternative fuel vehicles.
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● |
difficulty in staffing and managing foreign operations;
|
|
● |
foreign government taxes, regulations and permit requirements, including foreign taxes that we may not be able to offset against taxes imposed upon us in the U.S., and foreign tax and other laws limiting our
ability to repatriate funds to the U.S.;
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|
● |
fluctuations in foreign currency exchange rates and interest rates;
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● |
U.S. and foreign government trade restrictions, tariffs and price or exchange controls;
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|
● |
foreign labor laws, regulations and restrictions;
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|
● |
changes in diplomatic and trade relationships;
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|
● |
political instability, natural disasters, war or events of terrorism; and
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|
● |
the strength of international economies.
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|
● |
cease development, sales, license or use of fuel cells or membranes that incorporate the asserted intellectual property;
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|
● |
pay substantial damages;
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|
● |
obtain a license from the owner of the asserted intellectual property right, which license may not be available on reasonable terms or at all; or
|
|
● |
redesign one or more aspects or systems of our fuel cells or membranes.
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|
● |
any patent applications we submit may not result in the issuance of patents;
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|
● |
the scope of our issued patents may not be broad enough to protect our proprietary rights;
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|
● |
our issued patents may be challenged and/or invalidated by our competitors;
|
|
● |
the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make aggressive enforcement impracticable;
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|
● |
current and future competitors may circumvent our patents; and
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|
● |
our in-licensed patents may be invalidated, or the owners of these patents may breach our license arrangements.
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|
● |
a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;
|
|
● |
the ability of our board of directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting
rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
|
|
● |
the limitation of the liability of, and the indemnification of, our directors and officers;
|
|
● |
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents
stockholders from being able to fill vacancies on our board of directors;
|
|
● |
the requirement that directors may only be removed from our board of directors for cause;
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|
● |
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of stockholders and could delay the ability of stockholders to force
consideration of a stockholder proposal or to take action, including the removal of directors;
|
|
● |
the requirement that a special meeting of stockholders may be called only by our board of directors, the chairperson of our board of directors, our chief executive officer or our president (in the absence of
a chief executive officer), which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;
|
|
● |
controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings;
|
|
● |
the requirement for the affirmative vote of holders of at least 65% of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend, alter, change or
repeal any provision of the second amended and restated certificate of incorporation or amended and restated bylaws, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay
changes in our board of directors and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;
|
|
● |
the ability of our board of directors to amend the amended and restated bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of
an acquirer to amend the amended and restated bylaws to facilitate an unsolicited takeover attempt; and
|
|
● |
advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude
stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our board of directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the
acquirer’s own slate of directors or otherwise attempting to obtain control of surviving entity.
|
|
● |
a limited availability of market quotations for its securities;
|
|
● |
reduced liquidity for its securities;
|
|
● |
a determination that our common stock is a “penny stock” which will require brokers trading in the common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in
the secondary trading market for our securities;
|
|
● |
a limited amount of news and analyst coverage; and
|
|
● |
a decreased ability to issue additional securities or obtain additional financing in the future.
|
|
● |
results of operations that vary from the expectations of securities analysts and investors;
|
|
● |
results of operations that vary from our competitors;
|
|
● |
changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors;
|
|
● |
declines in the market prices of stocks generally;
|
|
● |
strategic actions by us or our competitors;
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|
● |
announcements by us or our competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;
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|
● |
any significant change in our management;
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|
● |
changes in general economic or market conditions or trends in our industry or markets;
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|
● |
changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
|
|
● |
future sales of our common stock or other securities;
|
|
● |
investor perceptions of the investment opportunity associated with our common stock relative to other investment alternatives;
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|
● |
the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;
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|
● |
litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors;
|
|
● |
guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;
|
|
● |
the development and sustainability of an active trading market for our common stock;
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|
● |
actions by institutional or activist stockholders;
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|
● |
changes in accounting standards, policies, guidelines, interpretations or principles; and
|
|
● |
other events or factors, including those resulting from pandemics, natural disasters, war, acts of terrorism or responses to these events.
|
Item 1B. |
Unresolved Staff Comments.
|
Item 2. |
Properties.
|
Item 3. |
Legal Proceedings.
|
Item 4. |
Mine Safety Disclosures.
|
Item 6. |
Selected Financial Data.
|
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 8. |
Financial Statements and Supplementary Data.
|
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 9A. |
Controls and Procedures.
|
Item 9B. |
Other Information.
|
Item 10. |
Directors, Executive Officers and Corporate Governance.
|
Name
|
Age
|
Position
|
Vassilios Gregoriou
|
56
|
Chairman, Chief Executive Officer and Director
|
William Hunter
|
52
|
President, Chief Financial Officer and Director
|
Christos Kaskavelis
|
52
|
Chief Marketing Officer
|
Emory De Castro
|
63
|
Chief Technology Officer and Director
|
James F. Coffey
|
58
|
Chief Operating Officer and General Counsel
|
|
• |
the Class I directors are Anggelos Skutaris, and Katrina Fritz, and their terms will expire at the annual meeting of stockholders to be held in 2021;
|
|
• |
the Class II directors are Katherine E. Fleming and Lawrence M. Clark, Jr., and their terms will expire at the annual meeting of stockholders to be held in 2022; and
|
|
• |
the Class III directors are Vassilios Gregoriou, Emory De Castro, and William Hunter, and their terms will expire at the annual meeting of stockholders to be held in 2023.
|
•
|
selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;
|
|
• |
helping to ensure the independence and performance of the independent registered public accounting firm;
|
|
• |
discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating
results;
|
|
• |
developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
|
|
• |
reviewing policies on risk assessment and risk management;
|
|
• |
reviewing related party transactions;
|
|
• |
obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and
any steps taken to deal with such issues when required by applicable law; and
|
|
• |
approving (or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed by the independent registered public accounting firm.
|
|
• |
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such
goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
|
|
• |
reviewing and approving the compensation of our other executive officers;
|
|
• |
reviewing and recommending to our board of directors the compensation of our directors;
|
|
• |
reviewing our executive compensation policies and plans;
|
|
• |
reviewing and approving, or recommending that our board of directors approve, incentive compensation and equity plans, severance agreements, change-of-control protections and any other compensatory
arrangements for our executive officers and other senior management, as appropriate;
|
|
• |
administering our incentive compensation equity-based incentive plans;
|
|
• |
selecting independent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s compensation advisors;
|
|
• |
assisting management in complying with our proxy statement and Annual Report disclosure requirements;
|
|
• |
if required, producing a report on executive compensation to be included in our annual proxy statement;
|
|
• |
reviewing and establishing general policies relating to compensation and benefits of our employees; and
|
|
• |
reviewing our overall compensation philosophy.
|
|
• |
identifying, evaluating and selecting, or recommending that our board of directors approve, nominees for election to our board of directors;
|
|
• |
evaluating the performance of our board of directors and of individual directors;
|
|
• |
reviewing developments in corporate governance practices;
|
|
• |
evaluating the adequacy of our corporate governance practices and reporting;
|
|
• |
reviewing management succession plans; and
|
|
• |
developing and making recommendations to our board of directors regarding corporate governance guidelines and matters.
|
Item 11. |
Executive Compensation.
|
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
|
• |
each person known to us to be the beneficial owner of more than 5% of outstanding common stock;
|
|
• |
each of our executive officers and directors; and
|
|
• |
all executive officers and directors as a group.
|
Name and Address of Beneficial Owner
|
Number of
Shares
|
%
|
||||||
Directors and Executive Officers Post-Business Combination
|
||||||||
Vassilios Gregoriou
|
5,465,506
|
11.9
|
%
|
|||||
William Hunter
|
100,000
|
*
|
||||||
Christos Kaskavelis(1)
|
3,704,113
|
8.0
|
%
|
|||||
Emory De Castro
|
2,124,999
|
4.6
|
%
|
|||||
James F. Coffey
|
590,705
|
1.3
|
%
|
|||||
Katherine E. Fleming
|
-
|
-
|
||||||
Anggelos Skutaris
|
-
|
-
|
||||||
Katrina Fritz
|
-
|
-
|
||||||
Lawrence M. Clark, Jr.
|
35,000
|
*
|
||||||
All directors and executive officers post-Business Combination as a group (nine individuals)(2)
|
12,020,323
|
26.1
|
%
|
|||||
Five Percent Holders:
|
||||||||
AMCI Sponsor LLC(3)(4)
|
4,844,148
|
9.99
|
%
|
|||||
Charalampos Antoniou(5)
|
2,775,049
|
6.0
|
%
|
|
* |
less than 1%
|
|
(1) |
Christos Kaskavelis’ ownership includes 1,802,405 shares owned by Nemaland Ltd, an entity in which Mr. Kaskavelis and his wife each hold a 50% stake and for which Mr. Kaskavelis holds shared voting and
dispositive power with his wife with regard to such shares of Company common stock. The business address of Mr. Kaskavelis is 200 Clarendon Street, Boston, MA 02116. The business address of Nemaland Ltd is 77 Strovolou, Office 204, 2018
Strovolos, 2018, Cyprus.
|
|
(2) |
Unless otherwise indicated, the business address of each of the individuals is 200 Clarendon Street, Boston, MA 02116.
|
|
(3) |
The number of shares includes 2,474,009 shares of Company common stock issued to our sponsor upon conversion of its founder shares and 2,370,139 shares of Company common stock issued upon exercise of warrants
owned by our sponsor. Pursuant to the Merger Agreement, our sponsor entered into a letter agreement with AMCI and Advent, which provided that our sponsor would forfeit one-third (1/3rd) of the placement warrants that it owned as of the
Closing. The business address of our sponsor is c/o AMCI Acquisition Corp., 1501 Ligonier Street, Suite 370, Latrobe, PA 15650.
|
|
(4) |
In connection with a loan previously made by Orion Resource Partners (USA) LP to AMCI, our sponsor transferred one-half of its founder shares and one-half of its remaining placement warrants after the
forfeiture described above to permitted transferees of our sponsor and Orion Resource Partners (USA) LP at the closing of the Business Combination.
|
|
(5)
|
Charalampos Antoniou’s ownership includes 1,784,389 shares owned by Neptune International AG, an entity for which Mr. Antoniou holds shared voting and dispositive power with
regard to such shares of Company common stock. The business address of Mr. Antoniou is Bernoldweg 14, ZUG, 6300, Switzerland. The business address of Neptune International AG is Bahnhofstrasse 7, ZUG, 6300, Switzerland.
|
Item 13. |
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14. |
Principal Accounting Fees and Services.
|
Item 15. |
Exhibits, Financial Statement Schedules.
|
Exhibit
Number
|
Description
|
|
2.1
|
||
2.2
|
||
2.3
|
||
3.1
|
||
3.2
|
||
4.1
|
||
4.2
|
||
4.3
|
||
4.4*
|
10.1
|
||
10.2
|
||
10.3
|
||
10.4
|
||
10.5
|
||
10.6
|
||
10.7+
|
||
10.8+
|
||
10.9+
|
||
10.10+
|
||
10.11+
|
||
10.12+
|
||
10.13+
|
||
10.14
|
||
10.15
|
16.1
|
||
21.1
|
||
23.1*
|
||
31.1*
|
||
31.2*
|
||
32.1*
|
||
32.2*
|
||
101*
|
Interactive Data Files
|
|
* |
Filed herewith.
|
|
+ |
Indicated a management or compensatory plan, contract or arrangement.
|
Item 16. |
Form 10-K/A Summary.
|
Advent Technologies Holdings, Inc.
|
|||
By:
|
/s/ Vassilios Gregoriou
|
||
May 19, 2021
|
Name:
|
Vassilios Gregoriou
|
|
Title:
|
Chief Executive Officer
|
Name
|
Position
|
Date
|
||
/s/ Vassilios Gregoriou
|
Chief Executive Officer and Chairman of the Board
|
May 19, 2021
|
||
Vassilios Gregoriou
|
||||
/s/ William Hunter
|
President, Chief Financial Officer and Director
|
May 19, 2021
|
||
William Hunter
|
||||
/s/ Emory De Castro
|
Chief Technology Officer and Director
|
May 19, 2021
|
||
Emory De Castro
|
||||
/s/ Lawrence M. Clark, Jr.
|
Director
|
May 19, 2021
|
||
Lawrence M. Clark, Jr.
|
||||
/s/ Katherine E. Fleming
|
Director
|
May 19, 2021
|
||
Katherine E. Fleming
|
||||
/s/ Anggelos Skutaris
|
Director
|
May 19, 2021
|
||
Anggelos Skutaris
|
||||
/s/ Katrina Fritz
|
Director
|
May 19, 2021
|
||
Katrina Fritz
|
Page
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7
|
December 31,
2020 (as restated-Note 1)
|
December 31,
2019 (as restated-Note 1)
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash
|
$
|
24,945
|
$
|
520,422
|
||||
Prepaid income tax
|
203,613
|
-
|
||||||
Prepaid expenses and other current assets
|
353,959
|
57,109
|
||||||
Total Current Assets
|
582,517
|
577,531
|
||||||
Cash and cash equivalents held in Trust Account
|
93,340,005
|
225,433,349
|
||||||
Total Assets
|
$
|
93,922,522
|
$
|
226,010,880
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$
|
349,439
|
$
|
25,496
|
||||
Accrued expenses
|
25,000
|
25,000
|
||||||
Franchise tax payable
|
40,050
|
200,050
|
||||||
Income tax payable
|
-
|
1,033,660
|
||||||
Promissory note
|
2,365,649
|
-
|
||||||
Promissory note- Related party
|
400,000
|
-
|
||||||
Total Current Liabilities
|
3,180,138
|
1,284,206
|
||||||
Warrant Liabilities
|
109,466,579
|
10,246,454
|
||||||
Deferred underwriting fees
|
7,718,227
|
7,718,227
|
||||||
Total Liabilities
|
120,364,944
|
19,248,887
|
||||||
Commitments
|
||||||||
Common stock subject to possible redemption, 0 and 19,838,936 shares at redemption value at December 31, 2020 and December 31, 2019, respectively
|
-
|
201,761,986
|
||||||
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; 9,061,136 and 2,213,141 shares issued and outstanding (excluding 0 and 19,838,936 shares subject to possible redemption at December
31, 2020 and December 31, 2019, respectively)
|
906 |
221
|
||||||
Class B Common stock, $0.0001 par value; 10,000,000 shares authorized; 5,513,019 shares issued and outstanding at December 31, 2020 and December 31, 2019
|
551
|
551
|
||||||
Additional paid-in capital
|
53,536,057
|
|
(15,234,807
|
)
|
||||
Retained earnings / (Accumulated Deficit)
|
(79,979,936
|
)
|
20,234,042
|
|||||
Total Stockholders’ Equity
|
(26,442,422
|
)
|
5,000,007
|
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
93,922,522
|
$
|
226,010,880
|
For the Year Ended
December 31, 2020
(as restated-Note 1)
|
For the Year Ended
December 31, 2019
(as restated-Note 1)
|
|||||||
Operating expenses
|
||||||||
Operating and formation costs
|
$
|
1,422,570
|
$
|
439,017
|
||||
Franchise tax expense
|
208,794
|
257,540
|
||||||
Loss from operations
|
(1,631,364
|
)
|
(696,557
|
)
|
||||
Change in fair value of warrant liabilities
|
(99,220,125
|
)
|
18,639,249
|
|||||
Other Income – dividends and interest
|
836,541
|
4,638,361
|
||||||
(Loss) income before provision for income tax
|
(100,014,948
|
)
|
22,581,053
|
|||||
Provision for income tax
|
(199,030
|
)
|
(1,068,915
|
)
|
||||
Net (loss) income
|
$
|
(100,213,978
|
)
|
$
|
21,512,138
|
|||
Basic and diluted weighted average shares outstanding, Common stock subject to redemption
|
15,811,603
|
19,401,513
|
||||||
Basic and diluted net income per share, Common stock subject to redemption
|
- |
0.16
|
||||||
Basic and diluted weighted average shares outstanding, Common stock(1)
|
8,135,082
|
8,163,583
|
||||||
Basic and diluted net loss per share, Common stock(2)
|
$
|
(12.32
|
)
|
$
|
2.26
|
Shares of Class A
Common Stock
|
Shares of Class B
Common stock
|
Additional
paid-in
|
Retained |
Total
Stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
capital
|
Earnings
|
Equity
|
||||||||||||||||||||||
Balance at January 1, 2019 (as restated)
|
4,065,566
|
$
|
118
|
5,513,019
|
$
|
551
|
$
|
6,277,435
|
|
$
|
(1,278,096
|
)
|
$
|
5,000,008
|
|
|||||||||||||
Reversal of offering costs
|
-
|
-
|
-
|
-
|
25,000
|
-
|
25,000
|
|||||||||||||||||||||
Change in common stock subject to possible redemption
|
(1,852,425
|
)
|
103
|
-
|
-
|
(21,537,242
|
)
|
-
|
(21,537,139
|
) | ||||||||||||||||||
Net income (as restated)
|
-
|
-
|
-
|
-
|
-
|
21,512,138
|
21,512,138
|
|||||||||||||||||||||
Balance at December 31, 2019 (as restated)
|
2,213,141
|
$
|
221
|
5,513,019
|
$
|
551
|
$
|
(15,234,807
|
)
|
$ | 20,234,042 |
$
|
5,000,007
|
|
Shares of Class A
Common Stock
|
Shares of Class B
Common stock
|
Additional
paid-in
|
Accumulated
|
Total
Stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
capital
|
Deficit
|
Equity
|
||||||||||||||||||||||
Balance at January 1, 2020 (as restated)
|
2,213,140
|
$
|
221
|
5,513,019
|
$
|
551
|
$
|
(15,234,807
|
)
|
$
|
20,234,042
|
$
|
5,000,007
|
|
||||||||||||||
Change in shares subject to redemption
|
6,847,996
|
685 |
-
|
-
|
68,770,864
|
-
|
68,771,549
|
|||||||||||||||||||||
Net income (loss) (as restated)
|
-
|
-
|
-
|
-
|
-
|
(100,213,978
|
)
|
(100,213,978
|
)
|
|||||||||||||||||||
Balance at December 31, 2020 (as restated)
|
9,061,136
|
906 |
5,513,019
|
551
|
$
|
53,536,057
|
|
(79,979,936
|
)
|
(26,442,422
|
)
|
For the Year Ended
December 31, 2020
(as restated-Note 1)
|
For the Year Ended
December 31, 2019
(as restated-Note 1)
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net (loss) income
|
$
|
(100,213,978
|
)
|
$
|
21,512,138
|
|||
Adjustments to reconcile net (loss) income to net cash used in operating activities:
|
||||||||
Change in fair value of warrant liabilities
|
99,220,125
|
(18,639,249
|
)
|
|||||
Other income – dividends and interest
|
(836,541
|
)
|
(4,638,361
|
)
|
||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid income tax
|
(203,613
|
)
|
-
|
|||||
Prepaid expenses and other current assets
|
(296,850
|
)
|
72,716
|
|||||
Accounts payable
|
323,943
|
(29,868
|
)
|
|||||
Accrued expenses
|
-
|
25,000
|
||||||
Franchise tax payable
|
(160,000
|
)
|
146,050
|
|||||
Income tax payable
|
(1,033,660
|
)
|
920,660
|
|||||
Net cash used in operating activities
|
(3,200,574
|
)
|
(630,914
|
)
|
||||
Cash Flows from Investing Activities:
|
||||||||
Investment of cash in Trust Account
|
(1,865,649
|
)
|
-
|
|||||
Trust Account withdrawal for redemption of common stock
|
132,990,436
|
-
|
||||||
Trust Account withdrawals for the payment of franchise taxes and income taxes
|
1,805,098
|
265,057
|
||||||
Net cash provided by investing activities
|
132,929,885
|
265,057
|
||||||
Cash Flows from Financing Activities:
|
||||||||
Payment for redemption of common stock
|
(132,990,436
|
)
|
-
|
|||||
Proceeds from promissory note
|
2,365,649
|
-
|
||||||
Proceeds from Promissory Note – related party
|
400,000
|
-
|
||||||
Net cash provided by financing activities
|
(130,224,788
|
)
|
-
|
|||||
Net Change in Cash
|
(495,477
|
)
|
(365,857
|
)
|
||||
Cash – Beginning
|
520,422
|
886,279
|
||||||
Cash – Ending
|
$
|
24,945
|
$
|
520,422
|
||||
Supplemental Disclosure for Cash Flow activities:
|
||||||||
Cash paid for income taxes
|
$
|
1,436,303
|
$ | |||||
Non-Cash investing and financing activities:
|
||||||||
Change in value of common stock subject to possible redemption
|
$
|
68,771,520
|
|
$
|
(21,537,142
|
)
|
||
Reversal of deferred offering costs over accrual
|
$
|
-
|
$
|
25,000
|
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
|||||||||
Warrant Liabilities
|
109,466,579
|
109,466,579
|
||||||||||
Total Liabilities
|
10,898,365
|
109,466,579
|
120,364,944
|
|||||||||
Common stock subject to possible redemption
|
78,024,156
|
(78,024,156
|
)
|
-
|
||||||||
Class A Common stock
|
150 | 756 | 906 | |||||||||
Additional paid-in capital
|
2,812,626
|
50,723,431
|
53,536,057
|
|||||||||
Retained earnings / (Accumulated Deficit)
|
2,186,674
|
(82,166,610
|
)
|
(79,979,936
|
)
|
|||||||
Total Stockholders’ Equity
|
5,000,001
|
(31,442,423
|
)
|
(26,442,422
|
)
|
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
|||||||||
Warrant Liabilities
|
10,246,454
|
10,246,454
|
||||||||||
Total Liabilities
|
9,002,433
|
10,246,454
|
19,248,887
|
|||||||||
Common stock subject to possible redemption
|
212,008,440
|
(10,246,454
|
)
|
201,761,986
|
||||||||
Class A Common stock
|
121 | 100 | 221 | |||||||||
Additional paid-in capital
|
1,818,808
|
(17,053,615
|
)
|
(15,234,807
|
)
|
|||||||
Retained earnings / (Accumulated Deficit)
|
3,180,527
|
17,053,515
|
20,234,042
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
||||||||||
Change in fair value of warrant liabilities
|
(99,220,125
|
)
|
(99,220,125
|
)
|
||||||||
(Loss) income before provision for income tax
|
(794,823
|
)
|
(99,220,125
|
)
|
(100,014,948
|
)
|
||||||
Net (loss) income
|
(993,853
|
)
|
(99,220,125
|
)
|
(100,213,978
|
|||||||
Basic and diluted net loss per share, Common stock subject to redemption
|
0.02
|
(0.02 |
)
|
- | ||||||||
Basic and diluted net loss per share, Common stock
|
(0.20
|
)
|
(12.12
|
)
|
(12.32
|
)
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
||||||||||
Change in fair value of warrant liabilities
|
18,639,249
|
18,639,249
|
||||||||||
(Loss) income before provision for income tax
|
3,941,804
|
18,639,249
|
22,581,053
|
|||||||||
Net (loss) income
|
2,872,889
|
18,639,249
|
21,512,138
|
|||||||||
Basic and diluted net loss per share, Common stock subject to redemption
|
0.15
|
0.01
|
0.16
|
|||||||||
Basic and diluted net loss per share, Common stock
|
(0.05
|
)
|
2.31
|
2.26
|
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
|||||||||
Net (loss) income
|
(993,853
|
)
|
(99,220,125
|
)
|
(100,213,978
|
)
|
||||||
Adjustments to reconcile net (loss) income to net cash used in operating activities:
|
||||||||||||
Change in fair value of warrant liabilities
|
-
|
99,220,125
|
99,220,125
|
|||||||||
Non-Cash investing and financing activities:
|
||||||||||||
Change in value of common stock subject to possible redemption
|
(993,848
|
)
|
69,765,368
|
|
68,771,520
|
|
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
|||||||||
Net (loss) income
|
2,872,889
|
18,639,249
|
21,512,138
|
|||||||||
Adjustments to reconcile net (loss) income to net cash used in operating activities:
|
||||||||||||
Change in fair value of warrant liabilities
|
-
|
(18,639,249
|
)
|
(18,639,249
|
)
|
|||||||
Non-Cash investing and financing activities:
|
||||||||||||
Change in value of common stock subject to possible redemption
|
2,897,890
|
(24,435,032
|
)
|
(21,537,142
|
)
|
|
Three Months Ended
|
Three Months Ended
|
Three Months Ended
|
Three Months Ended
|
||||||||||||||||||||||||||||||||||||||||||||
|
March 31, 2020
|
June 30, 2020
|
September 30, 2020
|
December 31, 2020
|
||||||||||||||||||||||||||||||||||||||||||||
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
||||||||||||||||||||||||||||||||||||
Change in fair value of warrant liabilities
|
-
|
4,580,791
|
4,580,791
|
-
|
(10,576,629
|
)
|
(10,576,629
|
)
|
-
|
(5,148,191
|
)
|
(5,148,191
|
)
|
-
|
(88,076,096
|
)
|
(88,076,096
|
)
|
||||||||||||||||||||||||||||||
(Loss) income before provision for income tax
|
520,011
|
4,580,791
|
5,100,802
|
(345,560
|
)
|
(10,576,629
|
)
|
(10,922,189
|
)
|
(425,178
|
)
|
(5,148,191
|
)
|
(5,573,369
|
)
|
(544,096
|
)
|
(88,076,096
|
)
|
(88,620,192
|
)
|
|||||||||||||||||||||||||||
Net (loss) income
|
365,235
|
4,580,791
|
4,946,026
|
(418,925
|
)
|
(10,576,629
|
)
|
(10,995,554
|
)
|
(617,905
|
)
|
(5,148,191
|
)
|
(5,766,096
|
)
|
(322,258
|
)
|
(88,076,096
|
)
|
(88,398,354
|
)
|
|||||||||||||||||||||||||||
Basic and diluted net loss per share, Common stock
|
(0.01
|
)
|
0.59
|
0.58
|
(0.06
|
)
|
(1.45
|
)
|
(1.51
|
)
|
(0.09
|
)
|
(0.60
|
)
|
(0.69
|
)
|
(0.03
|
)
|
(9.67
|
)
|
(9.70
|
)
|
|
Six Months Ended
|
Nine Months Ended
|
||||||||||||||||||||||
|
June 30, 2020
|
September 30, 2020
|
||||||||||||||||||||||
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
||||||||||||||||||
Change in fair value of warrant liabilities
|
-
|
(5,995,838
|
)
|
(5,995,838
|
)
|
-
|
(11,144,029
|
)
|
(11,144,029
|
)
|
||||||||||||||
(Loss) income before provision for income tax
|
174,451
|
(5,995,838
|
)
|
(5,821,387
|
)
|
(250,727
|
)
|
(11,144,029
|
)
|
(11,394,756
|
)
|
|||||||||||||
Net (loss) income
|
(53,690
|
)
|
(5,995,838
|
)
|
(6,049,528
|
)
|
(671,595
|
)
|
(11,144,029
|
)
|
(11,815,624
|
)
|
||||||||||||
Basic and diluted net loss per share, Common stock
|
(0.07
|
)
|
(0.79
|
)
|
(0.86
|
)
|
(0.13
|
)
|
(1.13
|
)
|
(1.26
|
)
|
|
Three Months Ended
|
Three Months Ended
|
Three Months Ended
|
Three Months Ended
|
||||||||||||||||||||||||||||||||||||||||||||
|
March 31, 2019
|
June 30, 2019
|
September 30, 2019
|
December 31, 2019
|
||||||||||||||||||||||||||||||||||||||||||||
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
||||||||||||||||||||||||||||||||||||
Change in fair value of warrant liabilities
|
-
|
19,009,366
|
19,009,366
|
-
|
226,633
|
226,633
|
-
|
(1,360,625
|
)
|
(1,360,625
|
)
|
-
|
763,875
|
763,875
|
||||||||||||||||||||||||||||||||||
(Loss) income before provision for income tax
|
1,019,254
|
19,009,366
|
20,028,620
|
1,117,070
|
226,633
|
1,343,703
|
1,015,074
|
(1,360,625
|
)
|
(345,551
|
)
|
790,406
|
763,875
|
1,554,281
|
||||||||||||||||||||||||||||||||||
Net (loss) income
|
790,254
|
19,009,366
|
19,799,620
|
842,931
|
226,633
|
1,069,564
|
815,158
|
(1,360,625
|
)
|
(545,467
|
)
|
424,546
|
763,875
|
1,188,421
|
||||||||||||||||||||||||||||||||||
Basic and diluted net loss per share, Common stock
|
(0.01
|
)
|
1.99
|
1.98
|
(0.02
|
)
|
0.04
|
0.02
|
(0.01
|
)
|
(0.18
|
)
|
(0.19
|
)
|
(0.01
|
)
|
0.10
|
0.09
|
|
Six Months Ended
June 30, 2019
|
Nine Months Ended
September 30, 2019
|
||||||||||||||||||||||
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
||||||||||||||||||
Change in fair value of warrant liabilities
|
-
|
19,235,999
|
19,235,999
|
-
|
17,875,375
|
17,875,375
|
||||||||||||||||||
(Loss) income before provision for income tax
|
2,136,324
|
19,235,999
|
21,372,323
|
3,151,398
|
17,875,375
|
21,026,773
|
||||||||||||||||||
Net (loss) income
|
1,633,185
|
19,235,999
|
20,869,184
|
2,448,343
|
17,875,375
|
20,323,718
|
||||||||||||||||||
Basic and diluted net loss per share, Common stock
|
(0.03
|
)
|
2.24
|
2.21
|
(0.04
|
)
|
2.17
|
2.13
|
|
March 31, 2020
|
June 30, 2020
|
September 30, 2020
|
|||||||||||||||||||||||||||||||||
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
|||||||||||||||||||||||||||
Warrant Liabilities
|
-
|
5,665,663
|
5,665,663
|
-
|
16,242,292
|
16,242,292
|
-
|
21,390,482
|
21,390,482
|
|||||||||||||||||||||||||||
Total Liabilities
|
9,006,140
|
5,665,663
|
14,671,803
|
8,610,603
|
16,242,292
|
24,852,895
|
10,165,519
|
21,390,482
|
31,556,001
|
|||||||||||||||||||||||||||
Common stock subject to possible redemption
|
212,373,680
|
(5,665,663
|
)
|
206,708,017
|
139,369,310
|
(16,242,292
|
)
|
123,127,018
|
138,751,410
|
(21,390,482
|
)
|
117,360,928
|
||||||||||||||||||||||||
Additional paid-in capital
|
1,453,568
|
(21,634,306
|
)
|
(20,180,738
|
)
|
1,872,487
|
(11,057,677
|
)
|
(9,185,190
|
)
|
2,490,372
|
(5,909,487
|
)
|
(3,419,115
|
)
|
|||||||||||||||||||||
Retained earnings / (Accumulated Deficit)
|
3,545,762
|
21,634,306
|
25,180,068
|
3,126,837
|
11,057,677
|
14,184,514
|
2,508,932
|
5,909,487
|
8,418,419
|
|
March 31, 2019
|
June 30, 2019
|
September 30, 2019
|
|||||||||||||||||||||||||||||||||
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
As Previously Reported
|
Restatement Impact
|
As Restated
|
|||||||||||||||||||||||||||
Warrant Liabilities
|
-
|
9,876,337
|
9,876,337
|
-
|
9,649,704
|
9,649,704
|
-
|
11,010,329
|
11,010,329
|
|||||||||||||||||||||||||||
Total Liabilities
|
8,295,098
|
9,876,337
|
18,171,435
|
8,322,174
|
9,649,704
|
17,971,878
|
8,562,223
|
11,010,329
|
19,572,552
|
|||||||||||||||||||||||||||
Common stock subject to possible redemption
|
209,900,810
|
(9,876,337
|
)
|
200,024,473
|
210,743,740
|
(9,649,704
|
)
|
201,094,036
|
211,583,900
|
(11,010,329
|
)
|
200,573,571
|
||||||||||||||||||||||||
Additional paid-in capital
|
3,901,440
|
(17,423,632
|
)
|
(13,522,192
|
)
|
3,058,510
|
(17,650,265
|
)
|
(14,591,755
|
)
|
2,243,350
|
(16,289,640
|
)
|
(14,046,290
|
)
|
|||||||||||||||||||||
Retained earnings / (Accumulated Deficit)
|
1,097,892
|
17,423,632
|
18,521,524
|
1,940,823
|
17,650,265
|
19,591,088
|
2,755,981
|
16,289,640
|
19,045,621
|
|
Year Ended
December 31,2020
(as restated)
|
Year Ended
December 31, 2019
(as restated)
|
||||||
Common stock subject to possible redemption
|
||||||||
Numerator: Earnings allocable to Common stock subject to possible redemption
|
||||||||
Interest earned on marketable securities held in Trust Account
|
$
|
-
|
$
|
4,172,856
|
||||
Less: interest available to be withdrawn for payment of taxes
|
-
|
(1,141,612
|
)
|
|||||
Net income allocable to shares subject to possible redemption
|
-
|
3,031,244
|
||||||
Denominator: Weighted average Common stock subject to possible redemption
|
||||||||
Basic and diluted weighted average shares outstanding
|
15,811,603
|
19,401,513
|
||||||
Basic and diluted net income per share
|
$
|
-
|
$
|
0.16
|
||||
|
||||||||
Non-Redeemable Common Stock
|
||||||||
Numerator Net Income minus Net Earnings
|
||||||||
Net income (loss)
|
$
|
(100,213,978
|
) |
$
|
21,512,138
|
|||
Less: Income attributable to common stock subject to possible redemption
|
- |
(3,031,244
|
)
|
|||||
Non-Redeemable Net Loss
|
(100,213,978
|
) |
18,480,894
|
|||||
Basic and diluted weighted average shares outstanding
|
8,135,082
|
8,163,583
|
||||||
Basic and diluted net loss per common share
|
$
|
(12.32
|
) |
$
|
2.26
|
|
• |
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 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; and
|
|
• |
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.
|
As of December 31,
|
||||||||
2020
|
2019
|
|||||||
Current
|
||||||||
US Federal
|
$
|
171,703
|
$
|
878,133
|
||||
US State
|
27,327
|
194,357
|
||||||
Total current provision
|
199,030
|
1,072,490
|
||||||
Deferred
|
||||||||
US Federal
|
(312,697
|
)
|
(103,156
|
)
|
||||
US State
|
(117,516
|
)
|
(31,983
|
)
|
||||
Total deferred benefit
|
(430,213
|
)
|
(135,139
|
)
|
||||
Change in valuation allowance
|
430,213
|
135,139
|
||||||
Total deferred provision
|
$
|
-
|
$
|
-
|
December 31, 2020
|
December 31, 2019
|
|||||||
Deferred tax assets:
|
||||||||
Startup Costs
|
$
|
565,352
|
$
|
131,532
|
||||
Total deferred income tax assets
|
$
|
565,352
|
$
|
131,532
|
||||
Net deferred income tax assets
|
$
|
565,352
|
$
|
131,532
|
||||
Valuation allowance
|
(565,352
|
)
|
(131,532
|
)
|
||||
Deferred tax asset, net of allowance
|
$
|
-
|
$
|
-
|
|
December 31,
2020
(as restated)
|
December 31,
2019
(as restated)
|
||||||
Statutory federal income tax rate
|
21.00
|
%
|
21.00
|
%
|
||||
State taxes, net of federal tax benefit
|
0.1
|
%
|
0.54
|
%
|
||||
Return to provision
|
(0.03
|
)%
|
(0.05
|
)%
|
||||
Net change in warrant valuation
|
(20.83
|
)%
|
(17.33
|
)%
|
||||
Change in valuation allowance
|
(0.43
|
)%
|
0.58
|
%
|
||||
Income tax provision
|
(0.19
|
)%
|
4.74
|
%
|
December 31, 2020
|
December 31, 2019
|
|||||||
Risk free rate
|
0.32-0.38
|
%
|
1.56-2.23
|
%
|
||||
Fair value of underlying stock
|
|
$14.93
|
|
$10.12
|
||||
Expected term (in years)
|
5.04-5.42
|
5.34-5.64
|
||||||
Stock price volatility
|
15-40
|
%
|
12
|
%
|
||||
Expected dividend yield
|
0.00
|
%
|
0.00
|
%
|
Description
|
Quoted Prices in
Active Markets
(Level 1)
|
Significant Other
Observable
Inputs (Level 2)
|
Significant Other
Unobservable
Inputs (Level 3)
|
|||||||||
Cash and cash equivalents held in Trust Account Asset
|
$
|
93,340,005
|
||||||||||
Public Warrant Derivative Liability
|
74,536,020
|
|||||||||||
Private Warrants Derivative Liability
|
34,930,559
|
Description
|
Quoted Prices in
Active Markets
(Level 1)
|
Significant Other
Observable
Inputs (Level 2)
|
Significant Other
Unobservable
Inputs (Level 3)
|
|||||||||
Cash and cash equivalents held in Trust Account Asset
|
$
|
225,433,349
|
||||||||||
Public Warrants Derivative Liability
|
6,836,144
|
|||||||||||
Private Warrants Derivative Liability
|
3,410,310
|
|
● |
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 (the “30-day redemption period”) to each warrant holder; and
|
|
● |
if, and only if, the closing price of our common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading
day period ending three business days before we send the notice of redemption to the warrant holders.
|
|
● |
a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);
|
|
● |
an affiliate of an interested stockholder; or
|
|
● |
an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.
|
|
● |
our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction; or
|
|
● |
after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than
statutorily excluded shares of common stock.
|
1. |
I have reviewed this Amendment No.1 to Form 10-K 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 19, 2021
|
|
/s/ Vassilios Gregoriou
|
|
Vassilios Gregoriou
|
|
Chief Executive Officer and Chairman of the Board
|
|
1. |
I have reviewed this Amendment No. 1 to Form 10-K 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 19, 2021
|
|
/s/ William Hunter
|
|
William Hunter
|
|
President, Chief Financial Officer and Director
|
|
1. |
The Company’s Amendment No.1 to Form 10-K for the full year ended December 31, 2020 (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 19, 2021
|
|
/s/ Vassilios Gregoriou
|
|
Vassilios Gregoriou
|
|
Chief Executive Officer and Chairman of the Board
|
|
1. |
The Company’s Amendment No.1 to Form 10-K for the full year ended December 31, 2020 (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 19, 2021
|
|
/s/ William Hunter
|
|
William Hunter
|
|
President, Chief Financial Officer and Director
|