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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/26/21 Advent Techs Holdings, Inc. S-1/A 47:6.3M Edgarfilings Ltd. |
Document/Exhibit Description Pages Size 1: S-1/A Pre-Effective Amendment to Registration Statement HTML 2.26M (General Form) 2: EX-5.1 Opinion of Counsel re: Legality HTML 22K 3: EX-23.1 Consent of Expert or Counsel HTML 14K 4: EX-23.2 Consent of Expert or Counsel HTML 15K 11: R1 Document and Entity Information HTML 29K 12: R2 Balance Sheets HTML 90K 13: R3 Balance Sheets (Parenthetical) HTML 43K 14: R4 Statements of Operations HTML 51K 15: R5 Statements of Operations (Parenthetical) HTML 20K 16: R6 Statement of Changes in Stockholders' Equity HTML 40K 17: R7 Statements of Cash Flows HTML 80K 18: R8 Description of Organization and Business HTML 36K Operations 19: R9 Summary of Significant Accounting Policies HTML 49K 20: R10 Initial Public Offering HTML 16K 21: R11 Private Placement Warrants HTML 18K 22: R12 Related Party Transactions HTML 23K 23: R13 Commitments HTML 22K 24: R14 Stockholders' Equity HTML 28K 25: R15 Income Taxes HTML 51K 26: R16 Fair Value Measurements HTML 28K 27: R17 Subsequent Events HTML 25K 28: R18 Summary of Significant Accounting Policies HTML 70K (Policies) 29: R19 Summary of Significant Accounting Policies HTML 37K (Tables) 30: R20 Income Taxes (Tables) HTML 53K 31: R21 Fair Value Measurements (Tables) HTML 25K 32: R22 Description of Organization and Business HTML 76K Operations (Details) 33: R23 Description of Organization and Business HTML 28K Operations, Liquidity and Capital Resources (Details) 34: R24 Summary of Significant Accounting Policies HTML 62K (Details) 35: R25 Initial Public Offering (Details) HTML 34K 36: R26 Private Placement Warrants (Details) HTML 34K 37: R27 Related Party Transactions, Founder Shares HTML 58K (Details) 38: R28 Related Party Transactions, Administrative HTML 24K Services Agreeement (Details) 39: R29 Related Party Transactions, Related Party Loans HTML 30K (Details) 40: R30 Commitments (Details) HTML 39K 41: R31 Stockholders' Equity (Details) HTML 79K 42: R32 Income Taxes (Details) HTML 69K 43: R33 Fair Value Measurements (Details) HTML 24K 44: R34 Subsequent Events (Details) HTML 76K 46: XML IDEA XML File -- Filing Summary XML 78K 45: EXCEL IDEA Workbook of Financial Reports XLSX 63K 5: EX-101.INS XBRL Instance -- adn-20210326 XML 727K 7: EX-101.CAL XBRL Calculations -- adn-20210326_cal XML 106K 8: EX-101.DEF XBRL Definitions -- adn-20210326_def XML 518K 9: EX-101.LAB XBRL Labels -- adn-20210326_lab XML 1.06M 10: EX-101.PRE XBRL Presentations -- adn-20210326_pre XML 683K 6: EX-101.SCH XBRL Schema -- adn-20210326 XSD 114K 47: ZIP XBRL Zipped Folder -- 0001140361-21-010325-xbrl Zip 120K
Delaware | | | 6770 | | | 83-0982969 |
(State
or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S.
Employer Identification No.) |
Large
accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated
filer | | | ☒ | | | Smaller reporting company | | | ☒ |
| | | | Emerging
growth company | | | ☒ |
Title of Each Class of Securities to be Registered | | | Amount
to be Registered(1) | | | Proposed Maximum Offering Price Per
Share | | | Proposed Maximum Aggregate Offering Price | | | Amount
of Registration Fee |
Primary offering: | | | | | | | | | ||||
Common
stock, par value $0.0001 per share | | | 26,392,355(2) | | | $11.50(3) | | | $303,512,083 | | | $33,113(4) |
Secondary
offering: | | | | | | | | | ||||
Common
stock, par value $0.0001 per share | | | 23,210,601(5) | | | $14.38(6) | | | $333,652,389 | | | $36,402(4) |
Warrants
to purchase shares of common stock | | | 4,340,278(7) | | | $11.50(3) | | | $49,913,197 | | | $5,446(4) |
Total | | | | | | | $675,006,996 | | | $74,960 |
(1) | This registration statement (this “Registration Statement”) also covers an indeterminate number of additional shares of common stock, par value $0.0001 per share (the “common stock”), and warrants to purchase common stock, of Advent Technologies Holdings, Inc. (the “Registrant”) that may be offered or issued to prevent dilution resulting from share splits, share dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”). |
(2) | Represents
the issuance of common stock upon the exercise of an aggregate of up to (i) 22,052,077 warrants to purchase common stock at an exercise price of $11.50 per share that were issued by AMCI Acquisition Corp. (“AMCI”) in its initial public offering (the “public warrants”); (ii) 3,940,278 warrants to purchase common stock at an exercise price of $11.50 per share that were originally sold to AMCI Sponsor LLC (“Sponsor”) in a private placement consummated simultaneously with the AMCI’s initial public offering (the “placement warrants”) and (iii) 400,000 warrants to purchase common stock at an exercise price of $11.50 per share that were issued to the Sponsor in connection with loans made by it to AMCI prior to the closing of the initial business combination (the “working capital warrants”, and together with the placement warrants and the public warrants, the “warrants”). |
(3) | Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(i) under the Securities Act. The price per share is based upon the exercise price per warrant of $11.50 per share of common stock. |
(4) | Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091. |
(5) | Represents the resale of (i) 18,870,323 shares of common stock held by the selling securityholders; (ii) 3,940,278 shares of common stock underlying the placement warrants held by the selling securityholders and (iii) and 400,000 shares of common stock underlying the working capital warrants held by the selling securityholders. |
(6) | Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share of common stock is $14.38, which is the average of the high and low prices of the common stock on Nasdaq on March 23, 2021 such date being within five business days of the date that this Registration Statement was filed with the SEC. |
(7) | Represents an aggregate of 3,940,278 placement warrants and 400,000 working capital warrants registered for sale by the selling securityholders named in this Registration Statement. |
• | our ability to maintain the listing of our shares of common stock and warrants on Nasdaq; |
• | our
ability to raise financing in the future; |
• | our success in retaining or recruiting officers, key employees or directors; |
• | factors relating to our business, operations and financial performance, including: |
• | our ability to grow and manage growth profitably; |
• | our ability to maintain relationships with customers; |
• | compete
within its industry; and |
• | retain its key employees. |
• | 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; |
• | future exchange and interest rates; and |
• | other
factors detailed herein under the section entitled “Risk Factors.” |
• | We
may be unable to adequately control the costs associated with our operations. |
• | We may need to raise additional funds and these funds may not be available to us when we need them. If we cannot raise additional funds when we need them, our operations and prospects could be negatively affected. |
• | If
we fail to manage our future growth effectively, we may not be able to market and sell our fuel cells successfully. |
• | We will rely on complex machinery for our operations and production involves a significant degree of risk and uncertainty in terms of operational performance and costs. |
• | Our future growth is dependent upon the market’s willingness to adopt our hydrogen-powered fuel cell and membrane technology. |
• | If we are unable to attract and retain key employees and hire qualified management, technical and fuel
cell and system engineering personnel, our ability to compete could be harmed. |
• | Increases in costs, disruption of supply or shortage of raw materials could harm our business. |
• | We are or may be subject to risks associated with strategic alliances or acquisitions. |
• | We are subject to substantial regulation and unfavorable changes to, or failure by us to comply with, these regulations could substantially harm our business and operating results. |
• | We
face risks associated with our international operations, including unfavorable regulatory, political, tax and labor conditions, which could harm our business. |
• | The unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on our business, prospects, financial condition and operating results. |
• | We may not be able to obtain or agree on acceptable terms and conditions for all or a significant portion of the government grants, loans and other incentives for which we may apply in the future. As a result, our business and prospects may be adversely affected. |
• | We
may need to defend ourselves against patent or trademark infringement claims, which may be time-consuming and cause us to incur substantial costs. |
• | Our business may be adversely affected if we are unable to protect our intellectual property rights from unauthorized use by third parties. |
• | Our patent applications may not issue as patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours. |
• | The unaudited pro forma condensed combined financial
information in this prospectus is presented for illustrative purposes only and may not be reflective of our operating results and financial condition. |
• | Delaware law and our second amended and restated certificate of incorporation and bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable. |
• | The second amended and restated
certificate of incorporation designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, and also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit the ability of our stockholders to choose the judicial forum for disputes with us or our directors, officers, or employees. |
• | Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | Because
there are no current plans to pay cash dividends on our common stock for the foreseeable future, you may not receive any return on investment unless you sell your common stock at a price greater than what you paid for it. |
• | We may redeem unexpired public warrants prior to their exercise at a time that is disadvantageous for warrant holders. |
(1) | The
number of shares of common stock outstanding is based on 46,105,947 shares of common stock outstanding as of March 23, 2021 and does not include: |
• | 6,915,892 shares of common stock reserved for issuance for awards in accordance with the 2021 Equity Incentive Plan; |
• | 22,052,077 shares of common stock underlying the public warrants, 3,940,278 shares of common stock underlying the placement warrants and 400,000 shares of common stock underyling the working capital warrants. |
• | training new personnel; |
• | forecasting production and revenue; |
• | geographic expansion; |
• | controlling expenses and investments in anticipation of expanded
operations; |
• | entry into new material contracts; |
• | establishing or expanding design, production, licensing and sales; and |
• | implementing and enhancing administrative infrastructure, systems and processes. |
• | 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; |
• | improvements in the fuel economy of internal combustion engines and battery powered vehicles; |
• | the availability of service for alternative fuel vehicles; |
• | volatility
in the cost of energy, oil, gasoline and hydrogen; |
• | government regulations and economic incentives promoting fuel efficiency, alternate forms of energy, and regulations banning internal combustion engines; |
• | the availability of tax and other governmental incentives to sell hydrogen; |
• | perceptions about and the actual cost of alternative fuel; and |
• | macroeconomic
factors. |
• | 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 |
• | 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. |
• | 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.; |
• | fluctuations in foreign currency exchange rates and interest rates; |
• | U.S. and foreign government trade restrictions, tariffs and price or exchange controls; |
• | foreign labor laws, regulations and restrictions; |
• | changes
in diplomatic and trade relationships; |
• | political instability, natural disasters, war or events of terrorism; and |
• | the strength of international economies. |
• | cease development, sales, license or use of fuel cells or membranes that incorporate the asserted intellectual property; |
• | pay
substantial damages; |
• | 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. |
• | any
patent applications we submit may not result in the issuance of patents; |
• | the scope of our issued patents may not be broad enough to protect our proprietary rights; |
• | 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; |
• | current
and future competitors may circumvent our patents; and |
• | our in-licensed patents may be invalidated, or the owners of these patents may breach our license arrangements. |
• | 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; |
• | 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 |
• | 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; |
• | announcements by us or our competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments; |
• | any
significant change in our management; |
• | changes in general economic or market conditions or trends in our industry or markets; |
• | 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; |
• | the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; |
• | 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; |
• | actions by institutional or activist stockholders; |
• | 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. |
• | the merger of Advent with and into Merger Sub, a wholly owned subsidiary of AMCI, with Advent surviving the merger as a wholly owned subsidiary of AMCI; |
• | the redemption of 1,606 shares of AMCI’s Class A common stock at a price of approximately $10.30 per share, for an aggregate of $16,536, in connection with the consummation of the Business Combination; |
• | the issuance and sale of 6,500,000 shares of AMCI’s Class A common stock at a purchase price of $10.00 per share, for an aggregate
of $65 million, in the PIPE pursuant to the Subscription Agreement; and |
• | the issuance and sale of 400,000 Working Capital Warrants at a price of $1.00 per Warrant. |
• | the accompanying notes to the unaudited pro forma condensed combined financial statements; |
• | the historical audited financial statements of AMCI as of and for the year ended December 31, 2020 and the related notes, in each case, included in this prospectus; |
• | the historical audited consolidated financial statements of Advent as of and for the year ended
December 31, 2020 and the related notes, in each case, included in this prospectus; and |
• | other information relating to AMCI and Advent contained in the Prospectus, including the merger agreement and the description of certain terms thereof set forth under “The Business Combination”. |
Stockholder | | | % | | | No.
shares |
Advent | | | 54.3 | | | 25,033,398 |
Public | | | 19.6 | | | 9,059,530 |
Sponsor | | | 5.4 | | | 2,474,009 |
AMCI’s
executive management | | | 1.1 | | | 485,000 |
Other
AMCI holders | | | 5.5 | | | 2,554,010 |
PIPE
Investors | | | 14.1 | | | 6,500,000 |
Total | | | 100% | | | 46,105,947 |
• | Advent’s existing stockholders have the greatest voting interest in the Combined Entity with 54.3% voting interest; |
• | the largest individual minority stockholder of the Combined Entity is an existing stockholder of Advent; |
• | Advent’s
appointed directors represent five out of seven board seats for the Combined Entity’s board of directors; |
• | Advent selects all senior management (executives) of the Combined Entity; |
• | Advent’s senior management comprise the majority of the senior management of the Combined Entity; and |
• | Advent operations are the only continuing operations of the Combined Entity. |
| | As
of | | | | | | | As
of 2020 | ||||||
| | AMCI (Historical) | | | Advent (Historical) | | | Pro
Forma Adjustments | | | | | Pro-Forma Combined
| ||
ASSETS | | | | | | | | | | | |||||
Current
assets: | | | | | | | | | | | |||||
Cash | | | $24,945 | | | $515,734 | | | $133,768,869 | | | A | | | $134,309,548 |
Inventories | | | — | | | 107,939 | | | — | | | | | 107,939 | |
Accounts
receivable, net | | | — | | | 421,059 | | | — | | | | | 421,059 | |
Due
from related parties | | | | | 67,781 | | | | | | | 67,781 | |||
Contract
assets | | | — | | | 85,930 | | | — | | | | | 85,930 | |
Prepaid
expenses | | | — | | | 1,724 | | | — | | | | | 1,724 | |
Other
current assets | | | — | | | 495,021 | | | — | | | | | 495,021 | |
Prepaid
income tax | | | 203,613 | | | — | | | — | | | | | 203,613 | |
Prepaid
Expenses and other current assets | | | 353,959 | | | — | | | — | | | | | 353,959 | |
Total
current assets | | | 582,517 | | | 1,695,188 | | | 133,768,869 | | | | | 136,046,574 | |
Cash
and investments held in Trust Account | | | 93,340,005 | | | — | | | (93,340,005) | | | B | | | — |
Property
and equipment | | | — | | | 198,737 | | | — | | | | | 198,737 | |
Other
assets | | | — | | | 136 | | | — | | | | | 136 | |
Total
Assets | | | $93,922,522 | | | $1,894,061 | | | $40,428,864 | | | | | $136,245,447 | |
LIABILITIES
AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | |||||
Current
liabilities: | | | | | | ||||||||||
Accounts
Payable | | | 349,439 | | | — | | | (349,439)
| | | C, F | | | — |
Trade
and other payables | | | — | | | 881,394 | | | (540,026) | | | E | | | 341,368 |
Due
to related parties | | | — | | | 1,114,659 | | | — | | | | | 1,114,659 | |
Accrued
Expenses | | | 25,000 | | | — | | | (25,000) | | | F | | | — |
Franchise
tax payable | | | 40,050 | | | — | | | (40,050) | | | C | | | — |
Income
Tax payable | | | — | | | 201,780 | | | | | | | 201,780 | ||
Promissory
Note | | | 2,365,649 | | | — | | | (2,365,649) | | | C | | | — |
Promissory
Note-Related Party | | | 400,000 | | | | | (400,000) | | | R | | | — | |
Contract
Liabilities | | | — | | | 167,761 | | | — | | | | | 167,761 | |
Other
current liabilities | | | — | | | 904,379 | | | (208,245) | | | E,I | | | 696,134 |
Deferred
income from grants, current | | | — | | | 158,819 | | | — | | | | | 158,819 | |
Total
current liabilities | | | 3,180,138 | | | 3,428,792 | | | (3,928,409) | | | | | 2,680,521 | |
Deferred
underwriting fees | | | 7,718,227 | | | — | | | (7,718,227) | | | D | | | — |
Provision
for staff leave indemnities | | | — | | | 33,676 | | | — | | | | | 33,676 | |
Deferred
income from grants, non-current | | | | | 182,273 | | | — | | | | | 182,273 | ||
Other
long term liabilities | | | — | | | 42,793 | | | — | | | | | 42,793 | |
Total
liabilities | | | 10,898,365 | | | 3,687,534 | | | (11,646,636) | | | | | 2,939,263 | |
Commitments | | | | | | | | | | | |||||
Class
A common stock subject to possible redemption | | | 78,024,156 | | | — | | | (78,024,156
) | | | K | | | — |
Stockholders
Equity | | | | | | | | | | | |||||
Class
A common stock | | | 150 | | | — | | | 4,460 | | | L | | | 4,610 |
Class
B common stock | | | 551 | | | — | | | (551) | | | N | | | — |
Common
Stock (Advent) | | | — | | | 3,037 | | | (3,037) | | | O | | | — |
Preferred
stock series A (Advent) | | | — | | | 844 | | | (844) | | | O | | | — |
Preferred
stock series seed (Advent) | | | — | | | 2,096 | | | (2,096) | | | O | | | — |
Additional
paid-in capital | | | 2,812,626 | | | 10,990,288 | | | 137,971,434 | | | O | | | 151,774,348 |
Accumulated
other comprehensive income | | | — | | | 111,779 | | | | | | | 111,779 | ||
Retained
earnings | | | 2,186,674 | | | | | (2,186,674) | | | P | | | — | |
Accumulated
Deficit (Advent) | | | — | | | (12,901,517) | | | (5,683,036) | | | Q | | | (18,584,553) |
Total
stockholders Equity | | | 5,000,001 | | | (1,793,473) | | | 130,099,656 | | | | | 133,306,184 | |
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | $93,922,522 | | | $1,894,061 | | | $40,428,864 | | | | | $136,245,447 |
| | Year
Ended | | | | | Year
Ended 2020 | ||||||||
| | AMCI (Historical) | | | Advent (Historical) | | | Pro
Forma Adjustments | | | | | Pro
Forma Combined | ||
Revenue, net | | | $— | | | $882,652 | | | $— | | | | | $882,652 | |
Cost
of revenues | | | — | | | (513,818) | | | — | | | | | (513,818) | |
Income
from grants | | | | | 206,828 | | | — | | | | | 206,828 | ||
Administrative
and selling expenses | | | — | | | (3,536,889) | | | 70,089 | | | (CC),
(EE) | | | (3,466,800) |
Research and development | | | — | | | (102,538) | | | — | | | | | (102,538) | |
Operating
Costs | | | (1,422,570) | | | — | | | 489,561 | | | (AA),
(EE) | | | (933,009) |
Franchise tax expense | | | (208,794) | | | — | | | — | | | | | (208,794) | |
Other
operating expenses | | | — | | | (9,967) | | | | | | | (9,967) | ||
Loss
from operations | | | (1,631,364) | | | (3,073,732) | | | 559,650 | | | | | (4,145,446) | |
Other
income – dividends and interest | | | 836,541 | | | — | | | (836,541) | | | (DD) | | | — |
Finance
costs | | | — | | | (5,542) | | | — | | | | | (5,542) | |
Foreign
exchange differences, net | | | — | | | (26,072) | | | — | | | | | (26,072) | |
| | | | | | | | | | ||||||
Other
expenses | | | | | (15,696) | | | | | | | (15,696) | |||
(Loss)
Income before provision for income tax | | | (794,823) | | | (3,121,042) | | | (276,891) | | | | | (4,192,756) | |
Provision
for income tax | | | (199,030) | | | — | | | 199,030 | | | (FF) | | | — |
Net
(loss) income | | | $(993,853) | | | $(3,121,042) | | | $(77,861) | | | | | $(4,192,756) | |
Weighted
average number of common shares outstanding, basic and diluted | | | 6,807,313 | | | | | | | | | 46,105,947 | |||
Basic
and diluted net loss per share | | | $(0.20) | | | | | | | | | $(0.09) |
• | AMCI’s audited balance sheet as of December 31, 2020 and the related notes included in this prospectus into this prospectus; and |
• | Advent’s
audited consolidated balance sheet as of December 31, 2020 and the related notes included in this prospectus into this prospectus. |
• | AMCI’s audited statement of operations for the year ended December 31, 2020 and the related notes included elsewhere in this prospectus; and |
• | Advent’s
audited statement of operations for the year ended December 31, 2020 and the related notes included elsewhere in this prospectus. |
(A) | Represents pro forma adjustments to the cash balance to reflect the following: |
Investment held in Trust Account | | | $93,349,005 | | | (B) |
Net
proceeds from subscription agreement | | | 65,000,000 | | | (J) |
Settlement
of AMCI’s current liabilities | | | (2,410,578) | | | (C) |
Payment
of deferred underwriter fees | | | (7,718,227) | | | (D) |
Payment
of transaction costs for Advent | | | (3,515,643) | | | (E) |
Payment
of transaction costs for AMCI | | | (4,740,442) | | | (F) |
Payment
of unrecognized contingent liability | | | (474,508) | | | (G) |
Transaction
bonus payments | | | (4,995,202) | | | (H) |
One
time signing bonus to executives | | | (700,000) | | | (I) |
Total | | | $133,768,869 | | | (A) |
(B) | Reflects the reclassification of the amount of $93,349,005 of cash and cash equivalents held in the Trust Account that becomes available following the merger, after giving effect to the redemption of 1,606 shares of AMCI’s Class A common stock at a redemption value of $16,536 resulted in connection with the consummation of the Business Combination. |
(C) | Reflects the repayment of AMCI’s current liabilities of $2,410,578 (amount $40,050 of franchise tax payables, amount $2,365,649 of the promissory note, and amount $4,879 of the remaining accounts payable after the effect of payment of the transaction costs as described in note 3(F) below), upon close of the Business Combination. |
(D) | Reflects the payment of $7,718,227 of deferred underwriters’ fees incurred during the AMCI initial public offering due upon completion of the Business Combination. |
(E) | Represents transaction costs incurred or expected to be incurred by Advent of approximately $3,785,206 for advisory, banking, printing, legal, and accounting fees as part of the merger. These costs consist of $269,563 incurred and paid, of $540,026 incurred and recognized in trade and other payables, of $908,245 incurred and recognized as other current liabilities, and of $ 2,067,372 expected as part of the transaction. An amount of $1,717,834 has been incurred and has been recorded on Advent's statement of operations.
The unaudited pro forma condensed combined balance sheet reflects these costs as a reduction of cash of $3,515,643, a decrease in additional paid in capital by $2,067,372, a decrease of trade and other payables by $540,026 and decrease of current liabilities by $908,245. |
(F) | Represents transaction costs and underwriting costs incurred or expected to be incurred by AMCI of approximately $4,740,442 ($3,275,000 relates to the PIPE and $1,465,442 for advisory, banking, printing, legal and accounting fees). These costs consist of $349,439 previously incurred and recognized in accounts payables, of $25,000 previously incurred and recognized as accrued expenses, and of $4,370,882 expected as part of the transaction. The amount of previously incurred of $369,561 |
(G) | Reflects
the payment of AMCI’s deferred unrecognized contingent liability of $474,508, payable at the consummation of the Business combination. The unaudited pro forma condensed combined balance sheet reflects this cost as a reduction of cash of $474,508 with a corresponding decrease of $474,508 in retained earnings. This cost is not included in the unaudited pro forma condensed combined statement of operations as it is nonrecurring. |
(H) | Reflects Combined Entity’s Transaction Bonus Agreements with Advent’s management team for aggregate cash bonus payments of $4,995,202 payable in connection with the Closing. This cost is not included in the unaudited pro forma condensed combined statement of operations as it is nonrecurring. |
(I) | Represents
one time signing bonus of an aggregate amount of $ 1,400,000 to the Chief Executive Officer, Chief Financial Officer, Chief Technology Officer and Chief Operating Officer and General Counsel of the Combined Entity, payable in two equal installments, with the first being payday following the Closing, and the second one payday following the first anniversary of the Closing. The unaudited pro forma condensed combined balance sheet reflects these costs as a reduction of cash of $700,000 and an increase in other current liabilities of $700,000. |
(J) | Reflects the proceeds of $65 million from the issuance and sale of 6,500,000 shares of AMCI’s Class A common stock at $10.00 per share pursuant to the subscription agreements entered on December 22, 2020 (($650 Class A common
stock (L) and $64,999,350 at additional paid-in capital (O)). |
(K) | Reflects the redemption of $16,536 of AMCI Class A common stock on February 2, 2021 and the reclassification of the remaining $78,007,620 of AMCI Class A common stock subject to possible redemption to permanent equity ($756 Class A common stock (L) and $78,006,864 at additional paid-in capital (O)). |
(L) | Represents pro forma adjustments to the AMCI Class A common stock balance to reflect the following: |
Reclassification
of AMCI common stock subject to redemption | | | $756 | | | (K) |
Issuance
of AMCI Class A common stock from subscription agreement | | | 650 | | | (J) |
Recapitalization
between Advent Common Stock and AMCI Common Stock | | | 2,503 | | | (M) |
Conversion
of AMCI’s Class B common stock to Class A common stock | | | 551 | | | (N) |
Total | | | $4,460 | | | (L) |
(M) | Represents recapitalization of common shares between Advent common stock and AMCI common stock. |
(N) | Reflects the reclassification of AMCI’s Class B common stock to Class A common stock on Closing. |
(O) | Represents pro forma adjustments to additional paid-in capital balance to reflect the following: |
Reclassification
of AMCI Class A common stock subject to redemption | | | $78,006,864 | | | (K) |
Issuance
of AMCI Class A common stock from subscription agreement | | | 64,999,350 | | | (J) |
Recapitalization
between Advent Common Stock and AMCI Common Stock | | | (2,503) | | | (M) |
Repayment
of AMCI’s promissory note due to related party with warrants | | | 1,400,000 | | | (R) |
Payment
of Advent’s transaction costs | | | 2,067,372 | | | (E) |
Payment
of AMCI’s transaction costs | | | 4,370,882 | | | (F) |
Advent’s
equity reclassification adjustment | | | 5,977 | | | |
Total | | | $137,971,434 | | | (O) |
(P) | Elimination of AMCI’s historical retained earnings after recording, (i) the unrecognized contingent liability of AMCI as described in note 3(G), and (ii) issuance and sale of Working Capital Warrants as described in note 3(R). |
(Q) | Represents pro forma adjustments to Accumulated Deficit balance to reflect the following: |
Transaction
bonus payments | | | $ (4,995,202) | | | (H) |
One
time signing bonus to executives | | | (1,400,000) | | | (I) |
Elimination
of AMCI retained earnings after adjustments | | | 712,166 | | | (P) |
Total | | | $(5,683,036) | | | (Q) |
(R) | On November 20, 2020, AMCI issued a promissory note to the Sponsor in the principal amount of up to $1,000,000 as a working capital loan and borrowed $400,000 on such working capital loan. On the Business Combination the additional current liability was repaid through issuance and sale of 400,000, Working Capital Warrants at a price of $1.00 per Warrant. As a result, the promissory note- related party liability was decreased by $400,000, APIC increased by $ 1,400,000 and retained earnings decreased by $1 million (assuming the market value of $3.50 per warrant on the Business Combination date). |
(AA) | Represents pro forma adjustments to operating costs: |
| | Year
Ended | ||||
Elimination of historical expenses related to AMCI’s office space and related support services | | | $(120,000) | | | (BB) |
Total | | | $(120,000) | | | (AA) |
(BB) | Represents pro forma adjustment to eliminate historical expenses related to AMCI Acquisition Corp office space and general administrative services pursuant to the Administrative Service Agreement terminated on the Business Combination. |
(CC) | Represents pro forma adjustment to reflect the new compensation arrangements with five key executives of the Combined Entity (Chief Executive Officer, Chief Financial Officer, Chief Marketing Officer, Chief Technology Officer, Chief Operating Officer and General Counsel and Business Development Representative) in connection with the Business Combination based on the Employment Agreements or Term Sheets entered into on the date of the Merger
Agreement, resulting in an aggregate $1,647,745 increase in the annual compensation for these executives from their previous compensation, which are reflected in the pro forma statements of operations. |
(DD) | Represents pro forma adjustment to eliminate investment income related to the investment held in the Trust Account: |
| | Year
Ended | ||||
Adjustment to eliminate investment income | | | $(836,541) | | | |
| | $(836,541) | | | (DD) |
(EE) | Reflects the elimination of non-recurring transaction expenses incurred in connection with the Business Combination. These costs are $1,717,834 for Advent as described in note 3(E) affecting administrative and selling expenses and $369,561 for AMCI as described in note 3(F) affecting operating costs. |
(FF) | Reflects income tax effect of pro forma adjustments using the estimated statutory tax rate of 21% (which is capped to the historical income tax expense incurred by AMCI). |
| | Year
Ended | |
Pro forma net loss | | | $(4,192,756) |
Basic
weighted average shares outstanding | | | 46,105,947 |
Net loss per share—basic and diluted(1) | | | $(0.09) |
(1) | For the purposes of applying the if converted method for calculating diluted earnings per share, it was assumed that all outstanding warrants sold in the initial public offering and the private placement are converted to Class A common stock of AMCI. However, since this results in anti-dilution, the effect of such exchange was not included in calculation of diluted loss per share. |
• | Fuel cells generate electricity from hydrogen-based fuels, thereby substantially reducing, if not virtually eliminating, emissions of carbon-dioxide
and other pollutants generated by the combustion process in Internal Combustion Engines (“ICE”). |
• | Fuel cells utilize fuels with extremely high energy density relative to lithium-ion batteries and other battery technology (according to ARPA-E, hydrogen contains 33,304 Wh/kg while lithium-ion batteries carry only about 240Wh/kg). This makes fuel cells an ideal technology for transportation and off-grid energy generation applications where battery technology faces limitations with lifespan, weight and recharge time. |
• | Advent has developed its products under the principle of “Any Fuel, Anywhere,” which can be distilled into the two components: |
○ | Any Fuel: While LT-PEMs require high-purity hydrogen to operate, HT-PEMs can utilize low cost and abundant hydrogen-carrier fuels, including methanol, natural gas, ammonia, and renewable biofuels.
The infrastructure required for a high-purity hydrogen economy is immense, estimated at approximately $15 trillion dollars globally, based on an extrapolation of Joule published market study of high-purity hydrogen infrastructure in China. In contrast, many of the hydrogen-carrier fuels can use existing or in-development infrastructure. |
○ | Anywhere: Advent’s HT-PEMs have the ability to operate in virtually any practical conditions, including a wide range of external temperatures (-20oC to +55oC) and in humid or polluted environments. LT-PEMs, on the other hand,
struggle in the heat and can be damaged by dry climates or pollution. The relative durability of Advent’s products in a range of environments also provides a longer life of operation relative to LT-PEMs. |
• | Advent’s HT-PEM technology significantly reduces the balance of plant (“BoP”) requirements of a fuel cell system. This means that fuel cells using Advent’s HT-PEM have simplified requirements for supporting components and auxiliary systems, which reduces cost and increases application range for the end-user. It does this through two methods: |
○ | HT-PEM fuel cells operate at high temperatures
(today between 160°C and 220°C, tomorrow 80°C to 230°C). Therefore the temperature differential between a HT-PEM fuel cell and the outside environment is large. As a result, only a small radiator, similar or smaller than the radiator in an ICE vehicle, is needed to transfer heat away from the fuel cell. Conversely, because LT-PEM fuel cells run relatively cooler, a significantly larger radiator is be required to effectively maintain temperatures at ideal operating conditions for a LT-PEM under certain conditions |
○ | HT-PEM fuel cells use phosphoric acid as an electrolyte rather than water-assisted membranes; thus they reduce the need for water balance and other compensating engineering systems. |
• | Electric vehicles: By continuously charging electric vehicles’ batteries through the conversion of high-purity hydrogen or hydrogen-carrier fuels into electricity, Advent’s fuel cells solve the range and recharge issue that electric vehicles face, especially heavy-duty and commercial vehicles. Because Advent’s fuel cells can use hydrogen-carrier fuels such as natural gas, methanol, biofuels, and others, fuels that are of growing in importance in China, India, and Western Europe, Advent’s technology will be critical in accelerating the mass adoption of electric vehicles and the shift away from internal combustion engines (ICEs). Advent believes
that existing battery and LT-PEM technology is unable to meet the needs of automotive OEMs, which require long-range, heavy payloads, fast refill times, and the ability to operate in diverse environments. For example, because LT-PEM technology operates at low temperatures, LT-PEM fuel cells are unable to operate in hot environments (such as Nevada) because the radiator required to cool the MEA to the appropriate temperature range would be too large. The use of battery-only technology will result insufficient power capacity as well as a significant reduction in cargo capacity. |
• | Aviation: Advent’s fuel cells promise much longer range (autonomy) and better utilization (through faster time to refill and greater payload) for commercial drones, eVTOLs, and auxiliary power. Existing commercial drones based on battery technology
have limited flight time given the power limitations, while high-purity hydrogen required by LT-PEM is considered unsafe for commercial use. Advent’s HT-PEM provides sufficient range using safer liquid fuels. Advent expects drone prototypes based on Advent technology by 2022. |
• | Off-grid and portable power generation: Because Advent’s fuel cells can use easily transportable and readily available liquid fuels, such as methanol, Advent can provide efficient, clean power generation at a low operating cost in any environment. This is particularly important in areas that aren’t fully connected to the electric grid, such as remote areas in China, where installing off-grid power generators supports electricity generation that can then be used to recharge electric vehicles or to satisfy other power needs. |
• | Electrochemical
gas sensors: HT-PEM is the only material that has been demonstrated to withstand demanding manufacturing conditions required for producing miniaturized gas sensors, including the heat of a soldering line. These sensors have potential uses in air quality, medical, and food quality applications. |
• | 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. |
| | Years ended December 31, | | | $ change | | | %
change | ||||
| | 2020 | | | 2019 | | ||||||
| | (dollar
amounts in thousands) | ||||||||||
| | | | | | | | |||||
Revenue,
net | | | 883 | | | 620 | | | 263 | | | 42.4% |
Cost
of revenues | | | (514) | | | (397) | | | (117) | | | 29.5% |
Gross
profit | | | 369 | | | 223 | | | 146 | | | 65.5% |
| | | | | | | | |||||
Income
from grants | | | 207 | | | 602 | | | (395) | | | (65.6)% |
Research
and development expenses | | | (103) | | | (125) | | | 22 | | | (17.6)% |
Administrative
and selling expenses | | | (3,537) | | | (864) | | | (2,673) | | | 309.4% |
Other
operating expenses | | | (10) | | | (10) | | | 0 | | | —% |
Operating
loss | | | (3,074) | | | (174) | | | (2,900) | | | 1,666.7% |
| | | | | | | | |||||
Finance
costs | | | (6) | | | (72) | | | 66 | | | (91.7)% |
Finance
costs – Related parties | | | — | | | (35) | | | 35 | | | (100.0)% |
Foreign
exchange differences, net | | | (26) | | | 12 | | | (38) | | | (316.7)% |
Other
income | | | — | | | 1 | | | (1) | | | (100.0)% |
Other
expenses | | | (16) | | | (2) | | | (14) | | | (700.0)% |
Loss
before tax | | | (3,122) | | | (270) | | | (2,852) | | | 1,056.3% |
| | | | | | | | |||||
Income
tax expense | | | — | | | (88) | | | 88 | | | (100.0)% |
Net
loss | | | (3,122) | | | (358) | | | (2,764) | | | 772.1% |
Other
Comprehensive income / (loss) | | | | | | | | | ||||
Net
foreign currency translation | | | (7) | | | (10) | | | 3 | | | (30.0)% |
| | | | | | | | |||||
Other
Comprehensive income / (loss) | | |||||||||||
Comprehensive loss | | | (3,129) | | | (368) | | | (2,761) | | | 750.3% |
| | Years ended
December 31, | | | $ change | | | %
change | ||||
| | 2020 | | | 2019 | | ||||||
| | (dollar
amounts in thousands) | ||||||||||
| | | | | | | | |||||
Net
Loss | | | (3,122) | | | (358) | | | (2,764) | | | (772.1)% |
Adjustments
to reconcile net loss to net cash flows provided by operating activities: | | | | | | | | | ||||
Depreciation
of property, plant and equipment | | | 23 | | | 17 | | | 6 | | | 35.3% |
Non
cash interest and service cost | | | 2 | | | 3 | | | (1) | | | (33.3)% |
Income
tax expense | | | 0 | | | 88 | | | (88) | | | (100.0)% |
Movements
in stock grant plans | | | 869 | | | —- | | | 869 | | | 100.0% |
Changes
in operating assets and liabilities: | | | | | | | | | ||||
Decrease
in accounts receivable and other current assets | | | (557) | | | (191) | | | (366) | | | 191.6% |
Decrease
in trade payables and other current liabilities | | | 1,359 | | | 209 | | | 1,149 | | | 547.14% |
Net
cash used in operating activities | | | (1,426) | | | (232) | | | (1,195) | | | 517.3% |
| | | | | | | |
| | Years
ended December 31, | | | $ change | | | %
change | ||||
| | 2020 | | | 2019 | | ||||||
| | (dollar
amounts in thousands) | ||||||||||
Cash flows from investing activities: | | | | | | | | | ||||
Purchase
of property, plant and equipment | | | (123) | | | (35) | | | (88) | | | 251.4% |
Net
cash used in investing activities | | | (123) | | | (35) | | | (88) | | | 251.4% |
| | | | | | | | |||||
Cash
flows from financing activities: | | | | | | | | | ||||
Proceeds
of issuance of preferred stock | | | 1,430 | | | 1,349 | | | 81 | | | 6% |
Repurchase
of common stock - cancellation of shares | | | (69) | | | 0 | | | (69) | | | 100.0% |
Repayment
of Debt | | | (500) | | | 0 | | | (500) | | | 100.0% |
Proceeds
from exercise of stock options | | | 22 | | | 2 | | | 20 | | | 1,000.0% |
Net
cash flows from financing activities | | | 883 | | | 1,351 | | | (468) | | | (34.6)% |
| | | | | | | | |||||
Net
increase (decrease) in cash and cash equivalents | | | (665) | | | 1,085 | | | (1,750) | | | (161.3)% |
Net
foreign exchange difference | | | (18) | | | (32) | | | 14 | | | (43.8)% |
Cash
and cash equivalents at 1 January | | | 1,199 | | | 147 | | | 1,052 | | | 715.7% |
Cash
and cash equivalents at 31 December | | | 516 | | | 1,200 | | | (684) | | | (57.0)% |
• | 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. |
Name | | | Position | | | Age |
| | Chairman, Chief Executive Officer and Director | | | 56 | |
| | President, Chief Financial Officer and Director | | | 52 | |
Emory
De Castro | | | Chief Technology Officer and Director | | | 63 |
Katherine
E. Fleming | | | Director | | | 55 |
Anggelos Skutaris | | | Lead
Director | | | 56 |
Katrina Fritz | | | Director | | | 48 |
Lawrence
M. Clark | | | Director | | | 48 |
Name | | | Position | | | Age |
| | Chairman, Chief Executive Officer and Director | | | 56 | |
| | President, Chief Financial Officer and Director | | | 52 | |
Christos
Kaskavelis | | | Chief Marketing Officer | | | 52 |
Emory
De Castro | | | Chief Technology Officer and Director | | | 63 |
James
F. Coffey | | | Chief Operating Officer and General Counsel | | | 58 |
• | 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. |
• | Vassilios Gregoriou, Advent’s Chief Executive Officer and Chairman of its Board of Directors; |
• | Emory De Castro, Advent’s Chief Technology Officer; and |
• | Christos Kaskavelis, Advent’s Chief Marketing Officer. |
Name and Principal Position(1) | | | Year | | | Salary
($)(1)(2) | | | Bonus ($) | | | Stock
Awards ($)(3) | | | Total ($) |
Vassilios
Gregoriou, Chairman of the Board of Directors and Chief Executive Officer | | | 2020 | | | $170,000
| | | — | | | $323,966 | | | $493,966
|
| 2019 | | | $170,000 | | | — | | | — | | | $170,000 | ||
| | | | | | | | | | ||||||
Emory
De Castro, Chief Technology Officer | | | 2020 | | | $150,000
| | | — | | | $173,896 | | | $323,896
|
| | 2019 | | | $150,000 | | | — | | | — | | | $150,000 | |
| | | | | | | | | | ||||||
Christos
Kaskavelis, Chief Marketing Officer | | | 2020 | | | $120,000
| | | — | | | $173,896 | | | $293,896
|
| | 2019 | | | $68,909 | | | — | | | — | | | $68,909 |
(1) | As described in further detail below in the “Employment Agreements and Other Arrangements with Executive Officers and Directors— Payment of Accrued but Unpaid Base Compensation” of this section and in Note 3 of the Company’s audited financial statements for fiscal year 2019 included as part of this joint prospectus, although Messrs. Gregoriou, De Castro, and Kaskavelis have earned the base compensation identified above, all or a portion of these amounts have not yet been paid to them. As of December 31, 2020, an aggregate of $613,970, $426,422, and $120,000 is due in unpaid compensation for prior service to, respectively, Messrs. Gregoriou,
De Castro, and Kaskavelis. These amounts were repaid to Messrs. Gregoriou, De Castro, and Kaskavelis in connection with the Business Combination. |
(2) | Mr. Kaskavelis compensation was paid to Mamaya IKE, a Greek company owned by Mr. Kaskavelis and his wife. |
(3) | The amounts included under the “Stock Awards” column reflect the aggregate grant date fair value of the stock awards granted during the 2020 fiscal year. For more information regarding these share-based compensation arrangements, see Note 12 to the Audited Consolidated Financial Statements for the year ended December 31, 2020 included as part of
this prospectus. |
Named
Executive Officer | | | Current Annual Base Salary |
| | $170,000 | |
Emory
De Castro | | | $150,000 |
Christos Kaskavelis | | | $120,000 |
• | Mr. Gregoriou serves as our Chief Executive Officer and Chairman of our board of directors, with an initial annual base salary of $800,000, a one-time signing bonus of $500,000, and beginning in fiscal year 2021, eligibility to earn an annual performance bonus with a target equal to 150% of his annual base salary. |
• | Mr. Coffey
serves as our Chief Operating Officer and General Counsel, with an annual base salary of $475,000, a one-time signing bonus of $250,000, and beginning in fiscal year 2021, eligibility to earn an annual performance bonus with a target equal to 100% of his annual base salary. |
• | Mr. De Castro serves as our Chief Technology Officer, with an annual base salary of $350,000, a one-time signing bonus of $250,000, and beginning in fiscal year 2021, eligibility to earn an annual performance bonus with a target equal to 100% of his annual base salary. |
• | Mr. Kaskavelis serves as our Chief Marketing Officer, with an annual base salary of €315,000, and beginning in fiscal year 2021,
eligibility to earn an annual performance bonus with a target equal to 100% of his annual base salary. |
• | Mr. Hunter serves as our President and Chief Financial Officer, with an annual base salary of $475,000, a one-time signing bonus of $400,000, and eligibility to earn an annual performance bonus with a target equal to 125% of his annual base salary. |
• | 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% of the total number of shares of our common stock then outstanding; or |
• | the average weekly reported trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the
issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
• | 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 | | | | | ||
| | 5,465,506 | | | 11.9% | |
| | 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) |
(3) | The number of shares includes 2,474,009 shares of Company common stock issued to the Sponsor upon conversion of its founder shares and 2,370,139 shares of Company common stock issued upon exercise
of warrants owned by the Sponsor. Pursuant to the Merger Agreement, the Sponsor entered into a letter agreement with AMCI and Advent, which provided that the Sponsor would forfeit one-third (1/3rd) of the placement warrants that it owned as of the Closing. The business address of the 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, the 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 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. |
Selling Securityholder(1) | | | Shares
of Common Stock Beneficially Owned Prior to Offering | | | Placement
Warrants or Working Capital Warrants Beneficially Owned Prior to
Offering | | | Shares of Common Stock Offered | | | Placement
Warrants or Working Capital Warrants Offered | | | Shares
of Common Stock Beneficially Owned After the Offered Shares
are Sold | | | % | | | Placement
Warrants or Working Capital Warrants Beneficially Owned After
the Offered Private Placement Warrants are Sold | | | % |
Helikon
Investments Limited(2) | | | 2,000,000 | | | — | | | 2,000,000 | | | — | | | — | | | — | | | — | | | — |
BNP
Paribas Funds Energy Transition(3) | | | 1,800,000 | | | — | | | 1,800,000 | | | — | | | — | | | — | | | — | | | — |
D.E.
Shaw Valence Portfolios, L.L.C.(4) | | | 750,000 | | | — | | | 750,000 | | | — | | | — | | | — | | | — | | | — |
Apollo
Asset Ltd.(5) | | | 384,000 | | | — | | | 384,000 | | | — | | | — | | | — | | | — | | | — |
D.E.
Shaw Oculus Portfolios, L.L.C.(6) | | | 250,000 | | | — | | | 250,000 | | | — | | | — | | | — | | | — | | | — |
Delphi
Global(7) | | | 220,000 | | | — | | | 220,000 | | | — | | | — | | | — | | | — | | | — |
Glazer
Capital LLC(8) | | | 200,000 | | | — | | | 200,000 | | | — | | | — | | | — | | | — | | | — |
Songa
Capital AS(9) | | | 100,000 | | | — | | | 100,000 | | | — | | | — | | | — | | | — | | | — |
Klaveness
Marine Finance AS(10) | | | 100,000 | | | — | | | 100,000 | | | — | | | — | | | — | | | — | | | — |
VB
Capital Management AG(11) | | | 100,000 | | | — | | | 100,000 | | | — | | | — | | | — | | | — | | | — |
Investeringsfondet
Viking AS(12) | | | 95,000 | | | — | | | 95,000 | | | — | | | — | | | — | | | — | | | — |
Pala
Investments Limited(13) | | | 75,000 | | | — | | | 75,000 | | | — | | | — | | | — | | | — | | | — |
Istvan
Zollei(14)(15)(16) | | | 539,812 | | | 416,406 | | | 539,812 | | | 416,406 | | | — | | | — | | | — | | | — |
Dov
Lader (15)(16)(17) | | | 269,906 | | | 208,203 | | | 269,906 | | | 208,203 | | | — | | | — | | | — | | | — |
Daniel
Zier(15)(16)(18) | | | 107,962 | | | 83,281 | | | 107,962 | | | 83,281 | | | — | | | — | | | — | | | — |
2012
Lewnowski Family Trust UAD 12/19/2012(15)(16)(19) | | | 1,636,330 | | | 1,262,249 | | | 1,636,330 | | | 1,262,249 | | | — | | | — | | | — | | | — |
AMCI
Sponsor LLC(15)(16)(20) | | | 2,474,009 | | | 2,370,139 | | | 2,474,009 | | | 2,370,139 | | | — | | | — | | | — | | | — |
William
Hunter(15)(21) | | | 100,000 | | | — | | | 100,000 | | | — | | | — | | | — | | | — | | | — |
Brian
Beem(15)(22) | | | 100,000 | | | — | | | 100,000 | | | — | | | — | | | — | | | — | | | — |
Nimesh
Patel(15)(23) | | | 100,000 | | | — | | | 100,000 | | | — | | | — | | | — | | | — | | | — |
Gary
Uren(15)(24) | | | 35,000 | | | — | | | 35,000 | | | — | | | — | | | — | | | — | | | — |
Lawrence
M. Clark, Jr.(15)(25) | | | 35,000 | | | — | | | 35,000 | | | — | | | — | | | — | | | — | | | — |
Jason
Grant(15)(26) | | | 35,000 | | | — | | | 35,000 | | | — | | | — | | | — | | | — | | | — |
Patrick
Murphy(15)(27) | | | 80,000 | | | — | | | 80,000 | | | | | | | | | | ||||||
Vassilios
Gregoriou(28)(29) | | | 5,465,506 | | | — | | | 5,465,506 | | | — | | | — | | | — | | | — | | | — |
Christos
Kaskavelis(29)(30) | | | 3,704,113 | | | — | | | 3,704,113 | | | — | | | — | | | — | | | — | | | — |
Emory
De Castro(29)(31) | | | 2,124,999 | | | — | | | 2,124,999 | | | — | | | — | | | — | | | — | | | — |
James
F. Coffey(29)(32) | | | 590,705 | | | — | | | 590,705 | | | — | | | — | | | — | | | — | | | — |
* | Less than one percent. |
(1) | The disclosure with respect to the remaining Selling Securityholders is being made on an aggregate basis, as opposed to on an individual basis, because their aggregate holdings are less than 1% of the outstanding shares of common stock. The address for these Selling Securityholders is c/o Advent Technologies Holdings, Inc., 200 Clarendon Street, Boston, MA 02116. |
(2) | The
address of Helikon Investments Limited is 105 Jermyn Street, London, SW1Y 6EE, UK. |
(3) | The address of BNP Paribas Funds Energy Transition is c/o BNP Paribas Asset Management UK Limited, 5 Aldermanbury Square, London EC2V 7BP, UK. |
(4) |
(5) | The
address of Apollo Asset Ltd. is 34 Avenue De L’Annunciade, 98000 Monaco, MC. |
(6) |
(7) | The
address of Delphi Global is Professor Kohts VEI 9, PO Box 484, 1327 Lysaker, Norway. |
(8) |
(9) | The address of Songa Capital AS is Haakon Vlls gt 7, 0251 Oslo, Norway. |
(10) | The
address of Klaveness Marine Finance AS is Harbizalleen 2A, 0275 PO Box 399 Skoyen, Norway. |
(11) | The address of VB Capital Management AG is Lowenstrasse 2, Zurich CH 8001, Switzerland. |
(12) | The address of Investeringsfondet Viking AS is Bogstadveien 6, 0355 Oslo, Norway. |
(13) | The address of Pala Investments Limited is Gatthardstrasse 26, Zug, Switzerland. |
(14) |
(15) | These shares are subject to a contractual lock-up pursuant to a letter agreement as of November 15, 2018. Subject to certain limited exceptions, such securities cannot be transferred for one year following the Business Combination; provided that the lock-up will terminate if the closing price of the common stock equals or
exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date of the Business Combination. |
(16) | These warrants and the shares underlying the warrants are subject to a contractual lock-up pursuant to a letter agreement as of November 15, 2018. Subject to certain limited exceptions, such warrants and the shares underlying such warrants cannot be transferred for 30 days following the Business Combination. |
(17) | Consists of securities held by Orion prior to the Business
Combination. The address of Dov Lader is 598 Barnard Avenue, Woodmere, New York, 11598. |
(18) |
(19) |
(20) |
(21) |
(22) |
(23) |
(24) |
(25) |
(26) |
(27) |
(28) |
(29) | These
securities are subject to a contractual lock-up pursuant to a letter agreement dated October 12, 2020. Subject to certain limited exceptions, such securities cannot be transferred for one year following the Business Combination; provided that the lock-up will terminate if the closing price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date of the Business Combination. |
(30) |
(31) |
(32) |
• | financial institutions or financial services
entities; |
• | broker-dealers; |
• | governments or agencies or instrumentalities thereof; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | expatriates or former long-term residents of the U.S.; |
• | persons
that actually or constructively own five percent or more of our voting shares; |
• | insurance companies; |
• | dealers or traders subject to a mark-to-market method of accounting with respect to the securities; |
• | persons holding the securities as part of a “straddle,” hedge, integrated transaction or similar transaction; |
• | persons that receive shares upon the exercise
of employee stock options or otherwise as compensation; |
• | U.S. holders (as defined below) whose functional currency is not the U.S. dollar; |
• | partnerships or other pass-through entities for U.S. federal income tax purposes and any beneficial owners of such entities; and |
• | tax-exempt entities. |
• | an individual who is a citizen or resident of the U.S.; |
• | a corporation (or other entity taxable as a corporation) organized in or under the laws of the U.S., any state thereof or the District of Columbia; or |
• | an
estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust, if (i) a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (as defined in the Code) have authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under Treasury Regulations to be treated as a U.S. person. |
• | a non-resident alien individual (other than certain former citizens and residents of the U.S. subject to U.S. tax as expatriates); |
• | a foreign corporation or |
• | an estate or trust that is not a U.S. holder; |
• | the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder within the U.S. (and, under certain income tax treaties, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. holder); or |
• | we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. holder held our common stock, and, in the case where shares of our common stock are regularly traded on an established securities market, the Non-U.S. holder has owned, directly or constructively, more than 5% of our common stock at any time within the shorter of the five-year period preceding the disposition or
such Non-U.S. holder’s holding period for the shares of our common stock. There can be no assurance that our common stock will be treated as regularly traded on an established securities market for this purpose. |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an
over-the-counter distribution in accordance with the rules of The Nasdaq Stock Market; |
• | through trading plans entered into by a Selling Securityholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | through one or more underwritten offerings on a firm commitment or best efforts basis; |
• | settlement
of short sales entered into after the date of this prospectus; |
• | agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share or warrant; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange
or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | through a combination of any of the above methods of sale; or |
• | any
other method permitted pursuant to applicable law. |
• | the specific securities to be offered and sold; |
• | the
names of the selling securityholders; |
• | the respective purchase prices and public offering prices, the proceeds to be received from the sale, if any, and other material terms of the offering; |
• | settlement of short sales entered into after the date of this prospectus; |
• | the names of any participating agents, broker-dealers or underwriters; and |
• | any applicable commissions,
discounts, concessions and other items constituting compensation from the selling securityholders. |
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| | 2020 | | | 2019 | |
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 |
Deferred
underwriting fees | | | 7,718,227 | | | 7,718,227 |
Total
Liabilities | | | 10,898,365 | | | 9,002,433 |
| | | | |||
Commitments | | | | | ||
Common
stock subject to possible redemption, 7,560,480 and 20,846,454 shares at redemption value at December 31, 2020 and December 31, 2019, respectively | | | 78,024,156 | | | 212,008,440 |
| | | | |||
Stockholders’
Equity | | | | | ||
Preferred
stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding | | | — | | | — |
Class A
Common stock, $0.0001 par value; 100,000,000 shares authorized; 1,500,656 and 1,205,623 shares issued and outstanding (excluding 7,560,480 and 20,846,454 shares subject to possible redemption at December 31, 2020 and December 31, 2019, respectively) | | | 150 | | | 121 |
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 | | | 2,812,626 | | | 1,818,808 |
Retained
earnings | | | 2,186,674 | | | 3,180,527 |
Total
Stockholders’ Equity | | | 5,000,001 | | | 5,000,007 |
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | $93,922,522 | | | $226,010,880 |
| | For
the Year Ended | | | For the Year Ended | |
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) |
Other
Income – dividends and interest | | | 836,541 | | | 4,638,361 |
(Loss)
income before provision for income tax | | | (794,823) | | | 3,941,804 |
Provision
for income tax | | | (199,030) | | | (1,068,915) |
Net
(loss) income | | | $(993,853) | | | $2,872,889 |
Basic
and diluted weighted average shares outstanding, Common stock subject to redemption | | | 17,139,372 | | | 20,869,253 |
Basic
and diluted net income per share, Common stock subject to redemption | | | 0.02 | | | 0.15 |
Basic
and diluted weighted average shares outstanding, Common stock(1) | | | 6,807,313 | | | 6,695,864 |
Basic
and diluted net loss per share, Common stock(2) | | | $(0.20) | | | $(0.05) |
(1) | Excludes an aggregate of 7,560,480 and 20,846,454 shares subject to possible redemption as of December 31, 2020 and December 31, 2019, respectively. |
(2) | Excludes income of $357,715 and $3,185,186 attributable to common stock subject to possible redemption for the Years Ended December 31, 2020 and December 31, 2019
(see Note 2). |
| | Shares of Class A Common Stock | | | Shares
of Class B Common stock | | | Additional paid-in capital | | | Retained
Earnings | | | Total Stockholders’ Equity | |||||||
| | Shares | | | Amount | | | Shares | | | Amount | | |||||||||
Balance
at January 1, 2019 | | | 1,182,761 | | | $118 | | | 5,513,019 | | | $551 | | | $4,691,701 | | | $307,638 | | | $5,000,008 |
Reversal
of offering costs | | | — | | | — | | | — | | | — | | | 25,000 | | | — | | | 25,000 |
Change
in common stock subject to possible redemption | | | 22,862 | | | 3 | | | — | | | — | | | (2,897,893) | | | — | | | (2,897,890) |
Net
income | | | — | | | — | | | — | | | — | | | — | | | 2,872,889 | | | 2,872,889 |
Balance
at December 31, 2019 | | | 1,205,623 | | | $121 | | | 5,513,019 | | | $551 | | | $1,818,808 | | | $3,180,527 | | | $5,000,007 |
| | Shares of Class A Common Stock | | | Shares
of Class B Common stock | | | Additional paid-in capital | | | Accumulated
Deficit | | | Total Stockholders’ Equity | |||||||
| | Shares | | | Amount | | | Shares | | | Amount | | |||||||||
Balance
at January 1, 2020 | | | 1,205,623 | | | $121 | | | 5,513,019 | | | $551 | | | $1,818,808 | | | $3,180,527 | | | $5,000,007 |
Change
in shares subject to redemption | | | 295,033 | | | 29 | | | — | | | — | | | 993,818 | | | — | | | 993,847 |
Net
income (loss) | | | — | | | — | | | — | | | — | | | — | | | (993,853) | | | (993,853) |
Balance
at December 31, 2020 | | | 1,500,656 | | | 150 | | | 5,513,019 | | | 551 | | | 2,812,626 | | | 2,186,674 | | | 5,000,001 |
| | For
the Year Ended | | | For the Year Ended | |
Cash
Flows from Operating Activities: | | | | | ||
Net
(loss) income | | | $(993,853) | | | $2,872,889 |
Adjustments
to reconcile net (loss) income to net cash used in operating activities: | | | | | ||
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 | | | $(993,848) | | | $2,897,890 |
Reversal
of deferred offering costs over accrual | | | $— | | | $25,000 |
| | Year
Ended 2020 | | | Year Ended 2019 | |
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 | | | $697,998 | | | $4,384,774
|
Less: interest available to be withdrawn for payment of taxes | | | (340,282) | | | (1,199,589) |
Net
income allocable to shares subject to possible redemption | | | 357,715 | | | 3,185,186
|
Denominator: Weighted average Common stock subject to possible redemption | | | | | ||
Basic
and diluted weighted average shares outstanding | | | 17,139,372 | | | 20,869,253
|
Basic and diluted net income per share | | | $0.02 | | | $0.15
|
| | | | |||
Non-Redeemable
Common Stock | | | | | ||
Numerator Net Income minus Net Earnings | | | | | ||
Net
income (loss) | | | $(993,853) | | | $2,872,889 |
Less:
Income attributable to common stock subject to possible redemption | | | (357,715) | | | (3,185,186) |
Non-Redeemable
Net Loss | | | (1,351,568) | | | (312,297) |
Basic
and diluted weighted average shares outstanding | | | 6,807,313 | | | 6,695,864
|
Basic and diluted net loss per common share | | | $(0.20) | | | $(0.05) |
• | 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 |
| | As
of December 31, | ||||
| | 2020 | | | 2019 | |
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 | | | $— | | | $— |
| | 2020 | | | 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 | | | $— | | | $— |
| | 2020 | | | 2019 | |
Statutory
federal income tax rate | | | 21.00% | | | 21.00% |
State
taxes, net of federal tax benefit | | | 12.19% | | | 3.10% |
Return
to provision | | | (4.10)% | | | (0.30)% |
Other | | | —% | | | —% |
Change
in valuation allowance | | | (54.13)% | | | 3.30% |
Income
tax provision | | | (25.04)% | | | 27.10% |
• | Level
1: Observable inputs such as quoted prices in active markets; |
• | Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and |
• | Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions |
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 | | | $93,340,005 | | | | |
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 | | | $225,433,349 | | | | |
| | Notes | | | |||||
| | 2020 | | | 2019 | ||||
ASSETS | | | | | | | |||
Current
assets | | | | | | | |||
Cash
and cash equivalents | | | | | $515,734 | | | $1,199,015
| |
Accounts receivable, net | | | 2.8 | | | 421,059 | | | 316,438 |
Due
from related parties | | | 3 | | | 67,781 | | | —
|
Contract assets | | | 2.15,14 | | | 85,930 | | | 51,936 |
Inventories | | | 4 | | | 107,939 | | | 32,440
|
Prepaid expenses | | | | | 1,724 | | | 2,642
| |
Other current assets | | | 5 | | | 495,021 | | | 219,003 |
Total
current assets | | | | | 1,695,188 | | | 1,821,474
| |
| | | | | | ||||
Non-current
assets | | | | | | | |||
Property
and equipment, net | | | 6 | | | 198,737 | | | 84,977
|
Other non-current assets | | | | | 136 | | | 125
| |
Total non-current assets | | | | | 198,873 | | | 85,102 | |
Total
Assets | | | | | $1,894,061 | | | $1,906,576
| |
| | | | | | ||||
LIABILITIES | | | | | | | |||
Current
liabilities | | | | | | | |||
Convertible
Promissory Notes-Related parties | | | 3, 10 | | | $— | | | $500,000 |
Trade
and other payables | | | 7 | | | 881,394 | | | 307,822 |
Due
to related parties | | | 3 | | | 1,114,659 | | | 1,243,424 |
Deferred
income from grants, current | | | 2.20 | | | 158,819 | | | 79,591
|
Contract liabilities, current | | | 2.15,14 | | | 167,761 | | | 38,728 |
Other
current liabilities | | | 8 | | | 904,379 | | | 167,480 |
Income
tax payable | | | 13 | | | 201,780 | | | 194,000
|
Total current liabilities | | | | | 3,428,792 | | | 2,531,045
| |
| | | | | | ||||
Non-current
liabilities | | | | | | | |||
Liability
for Staff Leaving Indemnity | | | 9 | | | 33,676 | | | 28,853
|
Deferred income from grants, non-current | | | 2.20 | | | 182,273 | | | 180,480 |
Other
long-term liabilities | | | 18 | | | 42,793 | | | — |
Total
non-current liabilities | | | | | 258,742 | | | 209,333
| |
Total liabilities | | | | | 3,687,534 | | | 2,740,378 | |
| | | | | | ||||
Commitments
and contingent liabilities | | | 17 | | | — | | | — |
| | | | | | ||||
STOCKHOLDERS'
DEFICIT | | | | | | | |||
Common
stock ($0.001 par value per share; Shares authorized: 6,591,595 at December 31, 2020 and 2019; Issued and outstanding: 3,017,057 and 888,184 at December 31, 2020 and 2019) | | | 11 | | | 3,017 | | | 888 |
Preferred
stock Series A ($0.001 par value per share; Shares authorized: 1,300,000 at December 31, 2020 and 2019; Issued and outstanding: 844,037 and 314,505 at December 31, 2020 and 2019) | | | 11 | | | 845 | | | 315
|
Preferred stock Series seed ($0.001 par value per share; Shares authorized: 2,108,405 at December 31, 2020 and 2019; Issued and outstanding: 2,095,592 and 2,108,405 at December 31, 2020 and 2019) | | | 11 | | | 2,095 | | | 2,108
|
Additional Paid in Capital | | | 11 | | | 10,990,307 | | | 8,811,647
|
Accumulated Other Comprehensive Income | | | | | 111,780 | | | 118,859 | |
Accumulated
Deficit | | | | | (12,901,518) | | | (9,767,619) | |
Total
stockholders’ deficit | | | | | (1,793,474) | | | (833,802) | |
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | $1,894,061 | | | $1,906,576 |
| | Note | | | Years
ended December 31, | ||||
| 2020 | | | 2019 | |||||
Revenue,
net | | | 14 | | | $882,652 | | | $620,168 |
Cost
of revenues | | | | | (513,818) | | | (397,393) | |
Gross
profit | | | | | 368,834 | | | 222,775 | |
| | | | | | ||||
Income
from grants | | | 2.20 | | | 206,828 | | | 601,945 |
Research
and development expenses | | | | | (102,538) | | | (124,728) | |
Administrative
and selling expenses | | | | | (3,536,889) | | | (863,573) | |
Other
operating expenses | | | | | (9,967) | | | (10,156) | |
Operating
Loss | | | | | $(3,073,732) | | | $(173,737) | |
| | | | | | ||||
Finance
costs | | | 15 | | | (5,542) | | | (72,117) |
Finance
costs-Relates parties | | | 3 | | | — | | | (34,541) |
Foreign
exchange differences, net | | | | | (26,072) | | | 11,883 | |
Other
income | | | | | — | | | 568 | |
Other
expenses | | | | | (15,696) | | | (2,483) | |
Loss
before tax | | | | | $(3,121,042) | | | $(270,427) | |
| | | | | | ||||
Income
tax expense | | | 13 | | | — | | | (87,827) |
Net
loss | | | | | $(3,121,042) | | | $(358,254) |
| | Note | | | Years
ended December 31, | ||||
| 2020 | | | 2019 | |||||
Net
loss | | | | | $(3,121,042) | | | $(358,254) | |
Other
comprehensive income (loss): | | | | | | | |||
Net
foreign currency translation | | | 2.4 | | | (7,079)
| | | (9,780) |
Other comprehensive income (loss) | | | | | (7,079) | | | (9,780) | |
Comprehensive
loss | | | | | $(3,128,121) | | | $(368,033) |
| | No. of shares | | | Common
Stock | | | No. of shares | | | Common
Stock Class A | | | No. of shares | | | Common
Stock Class B | | | No. of shares | | | Preferred
stock series A | | | No. of shares | | | Preferred
stock series seed | | | Additional Paid in
Capital | | | Accumulated Deficit | | | Accumulated
Other Comprehensive Income (Loss) | | | Total Stockholders’
Deficit | |
As at January 1, 2019 | | | — | | | $— | | | 67,982 | | | $68 | | | 668,354 | | | $668 | | | — | | | $— | | | — | | | $— | | | $4,520,138 | | | $(9,409,365) | | | $128,639 | | | $(4,759,852) |
Net
loss | | | — | | | $— | | | — | | | $— | | | — | | | $— | | | — | | | $— | | | — | | | $— | | | $— | | | $(358,254) | | | $— | | | $(358,254) |
Other
comprehensive loss | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (9,780) | | | (9,780) |
Conversion
of Convertible Promissory Notes (Note 10) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||
| | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,681,453 | | | 1,681 | | | 2,767,888 | | | — | | | — | | | 2,769,569 | |
Exchange
of common stock A & B to common stock | | | 736,336 | | | 736 | | | (67,982) | | | (68) | | | (668,354) | | | (668) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Exercise
of stock options (Note 11) | | | 151,848 | | | 152 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,366 | | | — | | | — | | | 1,518 |
Issuance
of preferred stock (Note 11) | | | — | | | — | | | — | | | — | | | — | | | — | | | 314,505 | | | 315 | | | 426,952 | | | 427 | | | 1,348,361 | | | — | | | — | | | 1,349,103 |
Extinguishment
of Convertible Promissory Notes-Related parties | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 173,894 | | | — | | | — | | | 173,894 |
| | 888,184 | | | $888 | | | — | | | $— | | | — | | | $— | | | 314,505 | | | $315 | | | 2,108,405 | | | $2,108 | | | $8,811,647 | | | $(9,767,619) | | | $118,859 | | | $(833,802) | |
Net
loss for the year | | | | | | | | | | | | | | | | | | | | | | | | | (3,121,042) | | | | | (3,121,042) | ||||||||||||
Other
comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | (7,079) | | | (7,079) | ||||||||||||
Issuance
of common stock from stock grant plan | | | 2,173,702 | | | 2,174 | | | | | | | | | | | | | | | | | | | 19,582 | | | | | | | 21,756 | ||||||||||
Repurchase
of common stock - cancellation of shares | | | (44,829) | | | (45) | | | | | | | | | | | | | | | (12,813) | | | (13) | | | (139,878) | | | (12,857) | | | | | (152,793) | |||||||
Recognition
of stock grant plan | | | — | | | | | | | | | | | | | | | | | | | | | 869,481 | | | | | | | 869,481 | |||||||||||
Share
capital increase | | | — | | | | | | | | | | | | | 529,532 | | | 530 | | | | | | | 1,429,475 | | | | | | | 1,430,005 | |||||||||
| | 3,017,057 | | | $3,017 | | | — | | | $— | | | — | | | $— | | | 844,037 | | | $845 | | | 2,095,592 | | | $2,095 | | | $10,990,307 | | | $(12,901,518) | | | $111,780 | | | $(1,793,474) |
| | Notes | | | Years
ended December 31, | ||||
| | 2020 | | | 2019 | ||||
Net
loss | | | | | $(3,121,042) | | | $(358,254) | |
Adjustments
to reconcile net loss to net cash used in operating activities: | | | | | | | |||
Depreciation
of property and equipment | | | | | 22,508 | | | 16,804 | |
Non
cash interest and service cost | | | 9 | | | 2,008 | | | 3,337 |
Income
tax expense | | | | | — | | | 87,827 | |
Movements
in stock grant plans | | | | | 869,481 | | | — | |
| | | | | | ||||
Decrease
(Increase) in: | | | | | | | |||
Accounts
receivable, net | | | | | (104,620) | | | (217,183) | |
Contract
assets | | | | | (33,994) | | | (51,936) | |
Due
from related parties | | | | | (67,781) | | | — | |
Inventories | | | | | (75,499) | | | (4,088) | |
Prepaid
expenses | | | | | 918 | | | 29,237 | |
Other
current assets | | | | | (276,018) | | | 52,628 | |
Trade
and other payables | | | | | 573,572 | | | 39,658 | |
Due
to related parties | | | | | (128,765) | | | 240,223 | |
Deferred
income from grants, current and deferred revenue | | | | | 81,021 | | | (38,012) | |
Contract
liabilities | | | | | 129,033 | | | 38,728 | |
Other
liabilities | | | | | 696,330 | | | (72,382) | |
Income
tax payable | | | | | 7,780 | | | 951 | |
Net
Cash used in Operating Activities | | | | | $(1,425,068) | | | $(232,462) | |
| | | | | | ||||
Cash
Flows from Investing Activities: | | | | | | | |||
Purchases
of property and equipment | | | 6 | | | (122,508) | | | (34,935) |
Net
Cash used in Investing Activities | | | | | $(122,508) | | | $(34,935) | |
| | | | | | ||||
Cash
Flows from Financing Activities: | | | | | | | |||
Proceeds
of issuance of preferred stock | | | 11 | | | 1,430,005 | | | 1,349,102 |
Repurchase
of common stock - cancellation of shares | | | | | (69,431) | | | — | |
Repayments
of debt | | | | | (500,000) | | | — | |
Proceeds
from exercise of stock options | | | 11 | | | 21,756 | | | 1,518 |
Net
Cash provided by Financing Activities | | | | | $882,330 | | | $1,350,620 | |
Net
increase (decrease) in cash and cash equivalents | | | | | (665,246) | | | 1,083,223 | |
Effect
of exchange rate changes on cash and cash equivalents | | | | | (18,035) | | | (31,606) | |
Cash
and cash equivalents at the beginning of the year | | | | | 1,199,015 | | | 147,398 | |
Cash
and cash equivalents at the end of the year | | | | | $515,734 | | | $1,199,015 | |
| | | | | | ||||
Supplemental
Cash Flow Information | | | | | | | |||
Cash
paid during the period for: | | | | | | | |||
Interest
paid | | | | | — | | | — | |
Tax
paid | | | | | — | | | — | |
| | | | | | ||||
Non
cash Financing Activities: | | | | | | | |||
Extinguishment
of Convertible Promissory Notes-Related parties | | | 10 | | | — | | | 173,894 |
Conversion
of Convertible Promissory Notes & issuance of preferred shares | | | 10 &11 | | | — | | | 2,769,569 |
Recognition
of stock grant plans | | | 12 | | | 869,480 | | |
2.1 | Basis of presentation |
2.2 | Principles of consolidation |
2.3 | Use of Estimates |
2.4 | Foreign Currency Translation |
2.5 | Comprehensive Loss |
2.6 | Segment
Information |
2.7 | Cash and cash equivalents |
2.8 | Accounts
Receivable, net |
2.9 | Inventories |
2.10 | Property and Equipment, net |
2.11 | Leases |
2.12 | Convertible Promissory Notes |
2.13 | Value added taxes |
2.14 | Income Taxes |
2.15 | Revenue Recognition |
• | 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. |
2.16 | Cost of Revenues |
2.17 | Research and Development Expenses |
2.18 | Administrative and Selling Expenses |
2.19 | Patent
Costs |
2.20 | Income from grants and related deferred income |
2.21 | Share
based payments |
2.22 | Liability for Staff Leaving Indemnity |
2.23 | Fair Value Measurement |
• | Level 1: Quoted prices in active markets for identical assets or liabilities. |
• | Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities
that are directly or indirectly observable in the marketplace. |
• | Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. |
2.24 | Concentration of Credit Risk |
Customer | | | 2020 | | | 2019 |
A | | | 41% | | | 19% |
B | | | 20% | | | 11% |
C | | | 20% | | | —% |
2.25 | Commitment and contingencies |
2.26 | Recent Accounting Pronouncements |
| | December 31, | | | ||||||||||||||
| | 2020 | | | 2019 | |||||||||||||
Convertible
Promissory Notes – Related parties | | | Total | | | Notes | | | Interest | | | Total | | | Notes | | | Interest
|
Convertible Promissory Notes – Piraeus-Taneo Capital Fund | | | — | | | — | | | — | | | 500,000 | | | 500,000 | | | — |
| | $— | | | $— | | | $— | | | $500,000 | | | $500,000 | | | $— |
| | |||||
| | 2020 | | | 2019 | |
Due
to related parties | | | Unpaid compensation cost | | | Unpaid
compensation cost |
| | $613,971 | | | $648,394
| |
Christos Kaskavelis | | | 75,160 | | | 68,908 |
Emory
Sayre De Castro | | | 425,528 | | | 526,122 |
Total | | | $1,114,659 | | | $1,243,424 |
| | |||||
| | 2020 | | | 2019 | |
Due
from related parties | | | Prepayment | | | Prepayment |
Charalampos
Antoniou | | | $67,781 | | | $— |
Total | | | $67,781 | | | $— |
| | |||||
| | 2020 | | | 2019 | |
Finance
costs – Related parties | | | Interest | | | Interest |
Convertible
Promissory Notes – Piraeus-Taneo Capital Fund (“PTCF”) | | | $— | | | $34,541 |
Total | | | $— | | | $34,541 |
| | |||||
| | 2020 | | | 2019 | |
Raw
materials and supplies | | | $107,939 | | | $32,440 |
Total | | | $107,939 | | | $32,440 |
| | |||||
| | 2020 | | | 2019 | |
VAT
receivable | | | $259,831 | | | $171,057 |
Grants
receivable | | | 95,064 | | | 43,779 |
Other
current assets | | | 115,639 | | | — |
Other
current receivables | | | 24,487 | | | 4,167 |
Total | | | $495,021 | | | $219,003 |
| | Property
and Equipment | | | Accumulated Depreciation | | | Exchange
Differences | | | Net Book Value | |
Balance January 1,
2019 | | | $206,946 | | | (137,278) | | | (2,158) | | | 67,510 |
Additions | | | 34,935 | | | — | | | — | | | 34,935 |
Depreciation
for the year | | | — | | | (16,804) | | | — | | | (16,804) |
Write
off of fully depreciated asset | | | (6,672) | | | 6,672 | | | — | | | — |
Exchange
differences | | | — | | | — | | | (664) | | | (664) |
| | Property
and Equipment | | | Accumulated Depreciation | | | Exchange
Differences | | | Net Book Value | |
Balance December 31,
2019 | | | $235,209 | | | (147,410) | | | (2,822) | | | 84,977 |
Additions | | | 122,508 | | | — | | | | | 122,508 | |
Depreciation
for the year | | | — | | | 22,508 | | | — | | | 22,508 |
Write
off of fully depreciated asset | | | (33,911) | | | 33,911 | | | — | | | — |
Exchange
differences | | | | | | | 13,760 | | | 13,760 | ||
Balance
December 31, 2020 | | | $323,806 | | | (136,007) | | | 10,938 | | | 198,737 |
| | |||||
| | 2020 | | | 2019 | |
Trade
payables | | | $826,523 | | | $267,706 |
Other
payables | | | 54,871 | | | 40,116 |
Total | | | $881,394 | | | $307,822 |
| | |||||
| | 2020 | | | 2019 | |
Accrued
expenses for legal and consulting fees | | | $814,965 | | | $76,555 |
Other
accruals and short-term payables | | | 84,145 | | | 79,767 |
Provision
for employee's unused vacation days of Subsidiary | | | 5,269 | | | 11,158 |
Total | | | $904,379 | | | $167,480 |
| | |||||
| | 2020 | | | 2019 | |
Liability
at the beginning of the period | | | $28,853 | | | $25,996 |
Interest
cost | | | 337 | | | 292 |
Service
cost | | | 1,671 | | | 3,045 |
Cost
recognized in loss for the year | | | $2,008 | | | $3,337 |
Exchange
differences | | | 2,815 | | | (480) |
Net
liability at the end of the period | | | $33,676 | | | $28,853 |
| | |||||
| | 2020 | | | 2019 | |
| | % | | | % | |
Discount
rate | | | 0.6 | | | 1.15 |
Future
salary increases | | | 1.50 | | | 1.50 |
Inflation | | | 1.50 | | | 1.50 |
| | Interest
rate | | | |||||
| | 2020 | | | 2019 | ||||
| | % | | | | | |||
Senior
secured Convertible Promissory Notes – (“PTCF Note”) | | | 8% | | | $— | | | $500,000 |
Total
Convertible Promissory Notes (Related Party) | | | $— | | | $— | | | $500,000 |
| | Number of non- vested
shares | | | Grant date fair value per non-vested shares | |
Balance January 1, 2020 | | | — | | | $— |
Granted | | | 2,173,702 | | | $ 0.40 |
Vested | | | (2,173,702) | | | 0.40 |
Balance
December 30, 2020 | | | — | | | $— |
| | |||||
| | 2020 | | | 2019 | |
Federal: | | | | | ||
Current | | | $— | | | $— |
Deferred | | | — | | | — |
State
and Local: | | | | | ||
Current | | | — | | | — |
Deferred | | | — | | | — |
Non-US: | | | | | ||
Current | | | — | | | 87,827 |
Deferred | | | — | | | |
Income
tax provision | | | $— | | | $87,827 |
| | 2020 | ||||
| | Amount | | | Percent
of Pretax Income | |
Current tax at U.S. statutory rate | | | $(655,419) | | | $21.00% |
Effect
of state tax | | | (78,345) | | | 2.51% |
Effect
of valuation allowance | | | 213,463 | | | (6.84)% |
Non-US
change in tax rate | | | — | | | —% |
Effect
of non-US income tax rates | | | 2,391 | | | (0.08)% |
Effect
of non-deductible expenses | | | 184,425 | | | (5.91)% |
Net
Operating Loss True-Up | | | 154,533 | | | (4.95)% |
Stock
Compensation | | | 182,591 | | | (5.85%) |
Other,
net | | | (3,639) | | | (0.12)% |
Total
Income Tax Provision | | | $— | | | $(0.63)% |
| | 2019 | ||||
| | Amount | | | Percent
of Pretax Income | |
Current tax at U.S. statutory rate | | | $(56,790) | | | $21.00% |
Effect
of state tax | | | (33,856) | | | 12.52% |
Effect
of valuation allowance | | | 32,489 | | | (12.01)% |
Non-US
change in tax rate | | | 38,128 | | | (14.10)% |
Effect
of non-US income tax rates | | | 1,957 | | | (0.72)% |
Effect
of non-deductible expenses | | | 34,579 | | | (12.79)% |
Change
in tax reserves | | | 71,320 | | | (26.37)% |
Total
Income Tax Provision | | | $87,827 | | | $(32.48)% |
| | |||||
| | 2020 | | | 2019 | |
Deferred
Tax Assets: | | | | | ||
Net
Operating Loss Carryforwards | | | $1,005,520 | | | $814,849 |
Fixed
Asset | | | 32,627 | | | —
|
Debt Costs | | | 20,490 | | | —
|
Reserves and Accruals | | | 203,013 | | | —
|
Accounts receivable | | | 36,838 | | | 36,838 |
Capitalized
costs | | | 198,909 | | | 404,325 |
Deferred
revenue | | | 69,341 | | | 62,417 |
Other
current assets | | | — | | | — |
Other
current liabilities | | | — | | | 28,599 |
Other | | | 49,655 | | | 48,706 |
Gross
Deferred Tax Assets | | | $1,611,393 | | | $1,395,734 |
Less:
Valuation Allowance | | | (1,597,693) | | | (1,384,230) |
Total
Deferred Tax Assets | | | $13,700 | | | $11,504 |
| | | | |||
Deferred
Tax Liabilities: | | | | | ||
Intangibles | | | $(13,700) | | | $(11,504) |
Total
Deferred Tax Liabilities | | | $(13,700) | | | $(11,504) |
| | | | |||
Net
Deferred Tax Assets/(Liabilities) | | | $— | | | $— |
| | |||||
| | 2020 | | | 2019 | |
Balance
at beginning of period | | | $134,595 | | | $63,276 |
Increase
in tax positions for current year | | | — | | | 71,319 |
Decrease
in tax positions for prior year | | | — | | | |
Lapse
in statute of limitations | | | — | | | |
Balance
at end of period | | | $134,595 | | | $134,595 |
| | 2020 | | | 2019 | |
Sales
of goods | | | $882,652 | | | $620,168 |
Total
revenue from contracts with customers | | | $882,652 | | | $620,168 |
Timing of revenue recognition | | | 2020 | | | 2019 |
Goods
transferred at a point in time | | | $795,033 | | | $493,087 |
Goods
transferred over time | | | 87,619 | | | 127,081 |
Total
revenue from contracts with customers | | | $882,652 | | | $620,168 |
| | 2020 | | | 2019 | |
Interest
cost on benefit obligation | | | $— | | | $292 |
Bank
fees | | | 5,542 | | | 4,237 |
Other
financing costs | | | — | | | 67,588 |
Total
finance costs | | | $5,542 | | | $72,117 |
| | | | |||
Finance
costs - related parties | | | — | | | 34,541 |
Total
finance costs – related parties | | | $— | | | $34,541 |
17.1 | Litigations |
17.2 | Lease
Agreements |
Time period | | | Amount ($) |
Within
1 year | | | 34,694 |
From 2 to 5 years | | | 150,583 |
Thereafter | | | 138,290 |
Item 13. | Other Expenses of Issuance and Distribution. |
Securities and Exchange Commission registration fee | | | $73,643 |
Accounting
fees and expenses | | | * |
Legal fees and expenses | | | * |
Financial
printing and miscellaneous expenses | | | * |
Total | | | $* |
* | Estimates not currently known |
Item 14. | Indemnification of Directors and Officers. |
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statements. |
Exhibit
No. | | | Description |
| | Agreement
and Plan of Merger, dated as of October 12, 2020 by and among AMCI, Sponsor, in its capacity as Purchaser Representative thereunder, Advent and Vassilios Gregoriou in his capacity as Seller Representative thereunder (incorporated by reference to Exhibit 2.1 of AMCI Acquisition Corp.’s Registration Statement on Form S-4 (Reg. No. 333-250946), filed with the SEC on January 14, 2021). | |
| | First
Amendment to Agreement and Plan of Merger, dated as of October 19, 2020, by and among AMCI, Sponsor, in its capacity as Purchaser Representative thereunder, Advent and Vassilios Gregoriou in his capacity as Seller Representative thereunder (incorporated by reference to Exhibit 2.2 of AMCI Acquisition Corp.’s Registration Statement on Form S-4 (Reg. No. 333-250946), filed with the SEC on January 14, 2021). | |
| | Second
Amendment to Agreement and Plan of Merger, dated as of December 31, 2020, by and among AMCI, Sponsor, in its capacity as Purchaser Representative thereunder, Advent and Vassilios Gregoriou in his capacity as Seller Representative thereunder (incorporated by reference to Exhibit 2.3 of AMCI Acquisition Corp.’s Registration Statement on Form S-4 (Reg. No. 333-250946), filed with the SEC on January 14, 2021). | |
| | 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) | |
| | Warrant
Agreement, dated November 15, 2018 by and between AMCI Acquisition Corp. and Continental Stock Transfer & Trust company, as warrant agent (incorporated by reference to Exhibit 4.1 of AMCI Acquisition Corp.’s Registration Statement on Form S-4 (Reg. No. 333-250946), filed with the SEC on January 14, 2021). | |
| | Specimen
Common Stock Certificate (incorporated by reference to AMCI Acquisition Corp.’s Registration Statement on Form S-1/A (Reg. No. 333-227994), filed with the SEC on November 9, 2018). | |
| | Specimen
Warrant Certificate (incorporated by reference to AMCI Acquisition Corp.’s Registration Statement on Form S-1/A (Reg. No. 333-227994), filed with the SEC on November 9, 2018). | |
| | Opinion
of Ropes & Gray LLP | |
| | Form of PIPE Subscription Agreement (incorporated by reference to Exhibit 10.13 of AMCI Acquisition Corp.’s Registration Statement on Form S-4 (Reg. No. 333-250946),
filed with the SEC on January 14, 2021). | |
| | Securities Subscription Agreement, dated June 25, 2018, between AMCI and the Sponsor
(incorporated by reference to AMCI Acquisition Corp.’s Registration Statement on Form S-1/A (Reg. No. 333-227994), filed with the SEC on November 9, 2018). | |
| | Warrants
Purchase Agreement, dated November 15, 2018, between AMCI and the Sponsor (incorporated by reference to AMCI Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on November 20, 2018). | |
| | Registration
Rights Agreement, dated November 15, 2018, by and among AMCI, the Sponsor and the holders party thereto (incorporated by reference to Exhibit 10.4 of AMCI Acquisition Corp’s Registration Statement on Form S-4 (Reg. No. 333-250946), filed with the SEC on January 14, 2021). | |
| | Lease
Agreement, dated as of September 2, 2019, by and between Advent Technologies S.A. and Patras Science Park S.A. (English summary of Greek original) (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 September 25, 2019, by and between Advent Technologies S.A. and Patras Science Park S.A. (English summary of Greek original) (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2021). |
Exhibit No. | | | Description |
| | Employment
Agreement, dated as of October 12, 2020, by and between Advent Technologies, Inc. and Vassilios Gregoriou (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). | |
| | Employment
Agreement, dated as of December 31, 2020, by and between Advent Technologies, Inc. and Christos Kaskavelis (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 October 12, 2020, by and between Advent Technologies, Inc. and Emory De Castro (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 October 12, 2020, by and between Advent Technologies, Inc. and James F. Coffey (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). | |
| | Form
of Director Offer Letters (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). | |
10.16 | | | Lease
Agreement, dated as of March 8, 2021, by and between Advent Technologies Inc. and Hood Park LLC (incorporated by reference to the Company's Current Report on Form 8-K, filed with the SEC on March 26, 2021). |
| | Letter
from Marcum LLP to the SEC, dated February 9, 2021 (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2021). | |
| | List
of Subsidiaries (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2021) | |
| | Consent
of Marcum LLP, independent registered accounting firm for AMCI Acquisition Corp. | |
| | Consent of Ernst
& Young (Hellas) Certified Auditors Accountants S.A., independent registered public accounting firm for Advent Technologies Inc. | |
| | Power of Attorney (included in the signature page to this registration statement).
| |
101 | | | The following materials from this registration statement, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) AMCI Acquisition Corp. Audited Financial Statements and (ii) AMCI Acquisition Corp. Condensed Unaudited Financial Statements. |
* |
Item 17. | Undertakings. |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
i. | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
ii. | To reflect in the prospectus any facts or events arising after the effective date of the registration |
iii. | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) | That,
for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
i. | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
ii. | Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
iii. | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
iv. | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| | Advent Technologies Holdings, Inc. | ||||
| | | ||||
| | By: | | | ||
| | Name: | | | ||
| | Title: | | | Chief Executive Officer |
Name | | | Position | | | Date |
| | Chief Executive Officer and Chairman of the Board | | | ||
| ||||||
| | | | |||
/s/
William Hunter | | | President, Chief Financial Officer and Director | | | |
| ||||||
| | | | |||
* | | | Chief
Technology Officer and Director | | | |
Emory De Castro | | |||||
| | | | |||
*. | | | Director | | | |
Lawrence M. Clark, Jr. | | |||||
| | | | |||
* | | | Director | | | |
Katherine E. Fleming | | |||||
| | | | |||
* | | | Director | | | |
Anggelos Skutaris | | |||||
| | | | |||
* | | | Director | | | |
Katrina Fritz | |
*By: | | | /s/
William Hunter | | | |
| | | | |||
| | Attorney-in-fact | | |
This ‘S-1/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/28 | ||||
1/1/23 | ||||
12/31/22 | ||||
12/15/22 | ||||
1/1/22 | ||||
12/31/21 | 10-K | |||
12/15/21 | ||||
Filed on: | 3/26/21 | 10-K, 8-K/A, CORRESP | ||
3/23/21 | ||||
3/8/21 | ||||
3/6/21 | ||||
2/22/21 | 8-K | |||
2/18/21 | 8-K, UPLOAD | |||
2/10/21 | ||||
2/9/21 | 8-K, 8-K/A | |||
2/5/21 | 25-NSE, 3, 4 | |||
2/4/21 | 3, 4, 8-K, 8-K/A | |||
2/2/21 | 8-K | |||
1/14/21 | CORRESP, S-4/A | |||
1/12/21 | UPLOAD | |||
1/5/21 | 8-K | |||
1/1/21 | ||||
12/31/20 | 10-K, 10-K/A, 8-K, CORRESP, S-4/A | |||
12/30/20 | ||||
12/22/20 | 425, 8-K | |||
12/17/20 | ||||
12/15/20 | ||||
12/10/20 | ||||
11/20/20 | ||||
10/20/20 | 4, 425, 8-K | |||
10/19/20 | 4, 425, 8-K | |||
10/16/20 | 4, 425, 8-K, DEF 14A | |||
10/12/20 | 8-K | |||
9/9/20 | ||||
7/29/20 | ||||
5/20/20 | 8-K | |||
5/16/20 | ||||
5/15/20 | 3, 8-K, DEF 14A | |||
4/6/20 | ||||
4/1/20 | ||||
3/27/20 | 10-K, 4 | |||
3/26/20 | 3, 4 | |||
3/12/20 | ||||
3/11/20 | ||||
1/30/20 | ||||
1/20/20 | ||||
1/1/20 | ||||
12/31/19 | 10-K, NT 10-K | |||
10/19/19 | ||||
10/11/19 | ||||
9/25/19 | ||||
9/2/19 | ||||
5/31/19 | ||||
5/28/19 | ||||
1/1/19 | ||||
12/31/18 | 10-K | |||
11/27/18 | 4, 8-K | |||
11/23/18 | ||||
11/20/18 | 8-K | |||
11/16/18 | 424B4, EFFECT | |||
11/15/18 | 3, 8-K, CERT, EFFECT | |||
11/9/18 | S-1/A | |||
6/25/18 | ||||
6/18/18 | ||||
6/11/18 | ||||
12/31/17 | ||||
12/22/17 | ||||
12/3/12 | ||||
10/12/12 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/21/22 Advent Techs Holdings, Inc. POS AM 4:516K Empire Filings/FA 4/15/22 Advent Techs Holdings, Inc. POS AM 125:16M Broadridge Fin’l So… Inc |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/09/21 Advent Techs Holdings, Inc. 8-K:2,3,4,5 2/04/21 27:2.1M Broadridge Fin’l So… Inc 1/14/21 Advent Techs Holdings, Inc. S-4/A 79:12M Broadridge Fin’l So… Inc 11/20/18 Advent Techs Holdings, Inc. 8-K:1,3,5,811/15/18 11:895K Broadridge Fin’l So… Inc 11/09/18 Advent Techs Holdings, Inc. S-1/A 22:3.5M Broadridge Fin’l So… Inc 10/25/18 Advent Techs Holdings, Inc. S-1 6:2.5M Broadridge Fin’l So… Inc |