UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 001-38742
CUSIP Number: 00165R101
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(Check one):
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☐
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Form 10-K
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☐
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Form 20-F
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☐
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Form 11-K
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☒
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Form 10-Q
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☐
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Form 10-D
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☐
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Form N-CEN
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Form N-CSR
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For Period Ended: March 31, 2021
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☐ Transition Report on Form 10-K
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☐ Transition Report on Form 20-F
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☐ Transition Report on Form 11-K
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☐ Transition Report on Form 10-Q
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For the Transition Period Ended:
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Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I—REGISTRANT INFORMATION
Advent Technologies Holdings, Inc.
Full Name of Registrant
AMCI Acquisition Corp.
Former Name if Applicable
200 Clarendon Street
Address of Principal Executive Office (Street and Number)
Boston, MA 02116
City, State and Zip Code
PART II—RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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☒
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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☒
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;
and
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☐
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III—NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if
Needed)
Advent Technologies Holdings, Inc. (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 (the
“Quarterly Report”) by the prescribed due date for the reasons described below.
As previously disclosed, in light of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Staff Statement”) issued by the Staff of
the Securities and Exchange Commission (“SEC”) on April 12, 2021, the audit committee of the Company’s board of directors, together with management, determined that the Company’s consolidated financial statements and related financial information as
of and for the fiscal years ended December 31, 2020 and 2019 contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 26, 2021 (the “Original 10-K”), as well as the unaudited financial statements for the three months ended
March 31, 2020 and March 31, 2019, the three and six months ended June 30, 2020 and June 30, 2019 and the three and nine months ended September 30, 2020 and September 30, 2019 contained in the Company’s Quarterly Reports on Form 10-Q, should be
restated.
The Company is working diligently with its auditors and an independent valuation expert to file restated financial statements as of and for the fiscal years ended December 31, 2020 and 2019 in an amendment to the Original
10-K (the “Restatement”). As a result of the considerable time and dedication of resources required to complete the Restatement, the Company was unable to file its Quarterly Report by its prescribed due date without unreasonable effort or expense.
The Company expects to file its Quarterly Report within five calendar days of May 17, 2021.
PART IV—OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification
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William Hunter
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857
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264-7035
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be
included in the subject report or portion thereof? Yes ☐ No ☒
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
Advent Technologies Holdings Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date:
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By:
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William Hunter
President and Chief Financial Officer
(Principal Accounting Officer)
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