As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/16/21  Gregoriou Vassilios               SC 13D                 1:30K  Advent Techs Holdings, Inc.       Reboul Macmurra… Kristol

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Schedule 13D for Advent Technologies Holdings,      HTML     26K 
                Inc. on Behalf of Vassilios Gregoriou.                           

This Statement on Schedule 13D (this “Schedule 13D”) relates to common stock, par value $0.0001 per share (the “Common Stock”), of Advent Technologies Holdings, Inc. (the “Issuer”), the principal executive offices of which are located at 200 Clarendon Street, Boston, MA 02116.

Prior to the Business Combination (as defined below), the Issuer was known as AMCI Acquisition Corp., a Delaware corporation (“AMCI”).

The Reporting Person is deemed to beneficially own 5,465,506 shares of Common Stock of the Issuer as reflected in this Schedule 13D.

 

Item 4 below summarizes certain provisions of the Merger Agreement (as defined below) that pertain to the securities acquired by the Reporting Person. Pursuant to the Merger Agreement, upon consummation of the Business Combination, the shares of common stock of Advent Technologies Inc., a Delaware corporation (“Legacy Advent”), beneficially owned by the Reporting Person were automatically converted into shares of Common Stock of the Issuer.

On February 4, 2021 (the “Closing Date”), the Issuer consummated the previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated as of October 12, 2020 (as amended on October 19, 2020 and amended again on December 31, 2020, the “Merger Agreement”), by and among the Issuer, AMCI Merger Sub Corp., a newly-formed Delaware corporation (‘‘Merger Sub”), AMCI Sponsor LLC, a Delaware limited liability company, in its capacity as Purchaser Representative thereunder, Legacy Advent and Reporting Person, in the capacity as the Seller Representative thereunder.  Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Legacy Advent, with Legacy Advent surviving the merger as a wholly-owned subsidiary of the Issuer (the “Business Combination”). As a result of the Business Combination, Legacy Advent became a wholly-owned subsidiary of the Issuer, with the stockholders of Legacy Advent becoming stockholders of the Issuer and each outstanding share of common stock and preferred stock of Legacy Advent was cancelled and extinguished and collectively converted into the right to receive shares of the Common Stock in accordance with the Merger Agreement. Upon the consummation of the Business Combination, AMCI changed its name to “Advent Technologies Holdings, Inc.”.

 

As a result of the Business Combination, the Reporting Person received 5,465,506 shares of Common Stock.

In connection with the Merger Agreement, certain of the Legacy Advent stockholders entered into a Lock-Up Agreement with the Issuer (the “Lock-Up Agreement”), pursuant to which the stockholders, including the Reporting Person, have agreed, subject to certain exceptions, not to dispose of or hedge any shares of Common Stock or securities convertible into or exchangeable for shares of our Common Stock of the Issuer received in connection with the transactions contemplated by the Merger Agreement during the period from the Closing Date continuing through the earliest of: (i) the date that is one year from the Closing Date, (ii) the last trading day when the last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date, or (iii) such date on which the Issuer completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Issuer’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as an exhibit to the Schedule 13D and is incorporated herein by reference.

Mr. Gregoriou will be entitled to receive compensation and other benefits as an employee of the Issuer. In such capacity, he may also be granted equity awards with respect to the Common Stock from time to time.

Except as set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.