Filed Pursuant to Rule 424(b)(3)
Registration No. 333-253114
Registration No. 333-264421
PROSPECTUS
ADVENT TECHNOLOGIES HOLDINGS, INC.
Primary Offering of
26,369,557 Shares of Common Stock
Secondary Offering of
33,363,466 Shares of Common Stock
4,340,278 Warrants to Purchase Common Stock
This prospectus relates to the issuance by us of up to an aggregate
of (i) 22,029,279 shares of our common stock that may be issued
upon exercise of warrants to purchase common stock at an exercise
price of $11.50 per share (the “public warrants”) issued by AMCI
Acquisition Corp. (“AMCI”) in its initial public offering; (ii)
3,940,278 shares of our common stock that may be issued upon
exercise of placement warrants at an exercise price of $11.50 per
share that were originally sold to AMCI Sponsor LLC (the “Sponsor”)
in a private placement consummated simultaneously with AMCI’s IPO
(the “placement warrants”); and (iii) up to an aggregate of 400,000
shares of our common stock that may be issued upon the exercise of
the working capital warrants 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 Business Combination (as
defined below), (the “working capital warrants” and, together with
the placement warrants and the public warrants, the
“warrants”).
This prospectus also relates to the offer and sale, from time to
time, by the selling securityholders named in this prospectus (the
“Selling Securityholders”), or any of their permitted transferees,
of (A) up to an aggregate of 33,363,466 shares of our common stock,
consisting of (i) up to an aggregate of 6,500,000 shares of our
common stock that were issued to the PIPE Investors in a private
placement in connection with the closing of the Business
Combination; (ii) up to an aggregate of 17,398,342 shares of our
common stock otherwise held by the Selling Securityholders; (iii)
up to an aggregate of 3,940,278 shares of our common stock that may
be issued upon exercise of the placement warrants held by the
Selling Securityholders; (iv) up to an aggregate of 400,000 shares
of our common stock that may be issued upon the exercise of the
working capital warrants held by the Selling Securityholders; (v)
5,124,846 shares of common stock issued to F.E.R. fischer
Edelstahlrohre GmbH on August 31, 2021 pursuant to the Share
Purchase Agreement, dated as of June 25, 2021; and (B) up to an
aggregate of 3,940,278 placement warrants and 400,000 working
capital warrants held by the Selling Securityholders.
This prospectus provides you with a general description of such
securities and the general manner in which we and the Selling
Securityholders may offer or sell the securities. More specific
terms of any securities that we and the Selling Securityholders may
offer or sell may be provided in a prospectus supplement that
describes, among other things, the specific amounts and prices of
the securities being offered and the terms of the offering. The
prospectus supplement may also add, update or change information
contained in this prospectus.
We will not receive any proceeds from the sale of shares of common
stock or warrants by the Selling Securityholders pursuant to this
prospectus, except with respect to amounts received by us upon
exercise of the warrants to the extent such warrants are exercised
for cash. However, we will pay the expenses, other than
underwriting discounts and commissions and certain expenses
incurred by the Selling Securityholders in disposing of the
securities, associated with the sale of securities pursuant to this
prospectus.
Our registration of the securities covered by this prospectus does
not mean that either we or the Selling Securityholders will issue,
offer or sell, as applicable, any of the securities. The Selling
Securityholders and any of their permitted transferees may offer
and sell the securities covered by this prospectus in a number of
different ways and at varying prices. Additional information on the
Selling Securityholders, and the times and manner in which they may
offer and sell the securities under this prospectus, is provided
under “Selling Securityholders” and “Plan of
Distribution” in this prospectus.
The Selling Securityholders and intermediaries through whom such
securities are sold may be deemed “underwriters” within the meaning
of the Securities Act of 1933, as amended, with respect to the
securities offered hereby, and any profits realized or commissions
received may be deemed underwriting compensation. We have agreed to
indemnify certain of the Selling Securityholders against certain
liabilities, including liabilities under the Securities Act of
1933, as amended,. You should read this prospectus and any
prospectus supplement or amendment carefully before you invest in
our securities.
You should read this prospectus and any prospectus supplement or
amendment carefully before you invest in our securities.
Our common stock and warrants are listed on Nasdaq under the
symbols “ADN” and “ADNWW”, respectively. On December 19, 2022, the
closing price of our common stock was $1.86 per share and the
closing price of our warrants was $0.225 per share.
We are an “emerging growth company” and a “smaller reporting
company” as such terms are defined under the federal securities
laws and, as such, are subject to certain reduced public company
reporting requirements.
Investing in our securities involves risks that are described in
the “Risk Factors” section beginning on page 14 of this
prospectus.
Neither the SEC nor any state securities commission has approved
or disapproved of the securities to be issued under this prospectus
or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is December 22, 2022.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3
that we filed with the Securities and Exchange Commission using a
“shelf” registration process. Under this shelf registration
process, we and the Selling Securityholders and their permitted
transferees may, from time to time, issue, offer and sell, as
applicable, any combination of the securities described in this
prospectus in one or more offerings.
We may use the shelf registration statement to issue up to an
aggregate of 26,369,557 shares of our common stock that may be
issued upon exercise of the public warrants, the placement warrants
and the working capital warrants. The Selling Securityholders may
use the shelf registration statement to sell up to an aggregate of
33,363,466 shares of our common stock and up to 4,340,278 placement
warrants and working capital warrants. The Selling Securityholders
and their permitted transferees may use the shelf registration
statement to sell such securities from time to time through any
means described in the section entitled “Plan of
Distribution.” More specific terms of any securities that the
Selling Securityholders and their permitted transferees offer and
sell may be provided in a prospectus supplement that describes,
among other things, the specific amounts and prices of the common
stock being offered and the terms of the offering.
A prospectus supplement or post-effective amendment may also add,
update or change information included in this prospectus. Any
statement contained in this prospectus will be deemed to be
modified or superseded for purposes of this prospectus to the
extent that a statement contained in such prospectus supplement or
post-effective amendment modifies or supersedes such statement. Any
statement so modified will be deemed to constitute a part of this
prospectus only as so modified, and any statement so superseded
will be deemed not to constitute a part of this prospectus. You
should rely only on the information contained in this prospectus,
any applicable prospectus supplement, post-effective amendment or
any related free writing prospectus. See “Where You Can Find
Additional Information; Incorporation of Documents By
Reference.”
Neither we nor the Selling Securityholders have authorized anyone
to provide any information or to make any representations other
than those contained in this prospectus, any accompanying
prospectus supplement or any free writing prospectus we have
prepared. We and the Selling Securityholders take no responsibility
for, and can provide no assurance as to the reliability of, any
other information that others may give you. This prospectus is an
offer to sell only the securities offered hereby and only under
circumstances and in jurisdictions where it is lawful to do so. No
dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this
prospectus, any applicable prospectus supplement or any related
free writing prospectus. This prospectus is not an offer to sell
securities, and it is not soliciting an offer to buy securities, in
any jurisdiction where the offer or sale is not permitted. You
should assume that the information appearing in this prospectus or
any prospectus supplement is accurate only as of the date on the
front of those documents only, regardless of the time of delivery
of this prospectus or any applicable prospectus supplement, or any
sale of a security. Our business, financial condition, results of
operations and prospects may have changed since those dates.
For investors outside the U.S., neither we nor the Selling
Securityholders have done anything that would permit this offering
or possession or distribution of this prospectus in any
jurisdiction where action for that purpose is required, other than
in the U.S. Persons outside the U.S. who come into possession of
this prospectus must inform themselves about, and observe any
restrictions relating to, the offering of our securities and the
distribution of this prospectus outside the U.S.
This prospectus contains summaries of certain provisions contained
in some of the documents described herein, but reference is made to
the actual documents for complete information. All of the summaries
are qualified in their entirety by the actual documents. Copies of
some of the documents referred to herein have been filed, will be
filed or will be incorporated by reference as exhibits to the
registration statement of which this prospectus is a part, and you
may obtain copies of those documents as described below under
“Where You Can Find Additional Information; Incorporation of
Documents By Reference.”
You should rely only on the information contained in this
prospectus. We have not authorized any dealer, salesperson or other
person to provide you with information about the Company, except
for the information contained in this prospectus. The information
contained in this prospectus is complete and accurate only as of
the date on the front cover page of this prospectus, regardless of
the time of delivery of this prospectus or the sale of any
securities. The information contained in this prospectus may change
after the date of this prospectus. Do not assume after the date of
this prospectus that the information contained in this prospectus
is still correct. This prospectus is not an offer to sell these
securities and we are not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.
SELECTED DEFINITIONS
Unless the context otherwise requires, in this prospectus,
references to “Advent”, the “Company”, “us”, “we”, “our” and any
related terms prior to the closing of the Business Combination are
intended to mean Advent Technologies Inc., a Delaware corporation,
and its consolidated subsidiaries and after the closing of the
Business Combination are intended to mean Advent Technologies
Holdings, Inc., a Delaware corporation, and its consolidated
subsidiaries.
“AMCI” means AMCI Acquisition Corp., a Delaware corporation,
which was renamed “Advent Technologies Holdings, Inc.” in
connection with the Closing.
“AMCI IPO” means AMCI’s initial public offering.
“Business Combination” means the Merger and the other
transactions contemplated by the Merger Agreement.
“Closing” means the closing of the Business Combination.
“common stock” means the common stock, par value $0.0001 per
share, of Advent Technologies Holdings, Inc. following the Business
Combination; such common stock was previously designated Class A
common stock of AMCI, and which includes any shares of Class B
common stock of AMCI that was converted into Class A common stock
in connection with the Closing pursuant to the amended and restated
certification of AMCI prior to the Business Combination.
“DGCL” means the Delaware General Corporation Law, as
amended.
“Exchange Act” means Securities Exchange Act of 1934, as
amended.
“EY” means Ernst & Young (Hellas) Certified Auditors
Accountants S.A., Advent’s independent auditor.
“Marcum” means Marcum LLP, AMCI’s independent auditor.
“Merger” means the merger of Merger Sub with and into
Advent, with Advent continuing as the surviving corporation and as
a wholly-owned subsidiary of AMCI, in accordance with the terms of
the Merger Agreement.
“Merger Agreement” means the Agreement and Plan of Merger,
dated October 12, 2020, and amended on October 19, 2020 and amended
again on December 31, 2020, by and among AMCI, Merger Sub, the
Purchaser Representative, Advent Technologies Inc. and the Seller
Representative.
“Merger Sub” means AMCI Merger Sub Corp., a newly-formed
Delaware corporation and wholly-owned subsidiary of AMCI.
“PIPE Investment” refers to the sale of shares of newly
issued Class A common stock to the PIPE Investors in a private
placement that was consummated simultaneously with the closing of
the Business Combination.
“PIPE Investors” means the investors in the PIPE
Investment.
“Placement Warrants” means 3,940,278 warrants to purchase
shares of Class A common stock issued to Sponsor in the Private
Placement, which, after the Business Combination, entitles the
holder thereof to purchase one share of common stock for $11.50 per
share.
“Private Placement” means the private placement consummated
simultaneously with the AMCI IPO in which AMCI issued to the
Sponsor the Placement Warrants.
“Public Warrants” means warrants underlying the Units issued
in the AMCI IPO, which after the Business Combination, entitles the
holder thereof to purchase one share of common stock for $11.50 per
share.
“Purchaser Representative” means Sponsor in the capacity as
the Purchaser Representative under the Merger Agreement.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Act” means the Securities Act of 1933, as
amended.
“Seller Representative” means Vassilios Gregoriou in the
capacity as the Seller Representative under the Merger
Agreement.
“Sponsor” means AMCI Sponsor LLC.
“Units” means Units issued in the AMCI IPO, including any
overallotment securities acquired by AMCI’s underwriters,
consisting of one share of Class A common stock and one Public
Warrant.
“Warrants” means any of the Placement Warrants, the Public
Warrants and the Working Capital Warrants.
“Working Capital Warrants” means 400,000 warrants issued to
the Sponsor in connection with its election to convert loans made
by it to AMCI prior to the closing of AMCI’s initial business
combination in accordance with the AMCI IPO prospectus at a price
of $1.00 per warrant, which warrants are identical to the Placement
Warrants.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
The statements contained in this prospectus that are not purely
historical are forward-looking statements. Our forward-looking
statements include, but are not limited to, statements regarding
our or our management team’s expectations, hopes, beliefs,
intentions or strategies regarding the future. In addition, any
statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intends,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would” and similar expressions may
identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking.
Forward-looking statements in this prospectus may include, for
example, statements about:
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our ability to raise
financing in the future; |
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our success in retaining
or recruiting officers, key employees or directors; |
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factors relating to our
business, operations and financial performance, including: |
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our ability to control
the costs associated with our operations; |
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our ability to grow and
manage growth profitably; |
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our reliance on complex
machinery for our operations and production; |
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the market’s willingness
to adopt our technology; |
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our ability to maintain
relationships with customers; |
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the potential impact of
product recalls; |
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our ability to compete
within our industry; |
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increases in costs,
disruption of supply or shortage of raw materials; |
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risks associated with
strategic alliances or acquisitions, including the acquisition of
SerEnergy A/S, a Danish stock corporation (“SerEnergy”) and fischer
eco solutions GmbH, a German limited liability company (“FES”),
former wholly-owned subsidiaries of F.E.R. fischer Edelstahlrohre
GmbH, completed on August 31, 2021; |
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the impact of
unfavorable changes in U.S. and international regulations; |
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the availability of and
our ability to meet the terms and conditions for government grants
and economic incentives; and |
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our ability to protect
our intellectual property rights. |
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market conditions and
global and economic factors beyond our control, including the
potential adverse effects of the ongoing global coronavirus
(COVID-19) pandemic on capital markets, general economic
conditions, unemployment and our liquidity, operations and
personnel; |
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our
ability to maintain the listing of our shares of common stock and
warrants on Nasdaq; |
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volatility of our stock
price and potential share dilution; |
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future exchange and
interest rates; and |
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other factors detailed
herein under the section entitled “Risk Factors.” |
These forward-looking statements are based on information available
as of the date of this prospectus, and current expectations,
forecasts and assumptions, and involve a number of judgments, risks
and uncertainties. Important factors could cause actual results to
differ materially from those indicated or implied by
forward-looking statements such as those contained in documents we
have filed with the U.S. Securities and Exchange Commission.
Accordingly, forward-looking statements should not be relied upon
as representing our views as of any subsequent date, and we do not
undertake any obligation to update forward-looking statements to
reflect events or circumstances after the date they were made,
whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and
uncertainties, our actual results or performance may be materially
different from those expressed or implied by these forward-looking
statements. For a discussion of the risks involved in our business
and investing in our common stock, see the section entitled
“Risk Factors.”
Should one or more of these risks or uncertainties materialize, or
should any of the underlying assumptions prove incorrect, actual
results may vary in material respects from those expressed or
implied by these forward-looking statements. You should not place
undue reliance on these forward-looking statements.
SUMMARY OF THE PROSPECTUS
This summary highlights selected information from this
prospectus and does not contain all of the information that is
important to you in making an investment decision. This summary is
qualified in its entirety by the more detailed information included
in this prospectus. Before making your investment decision with
respect to our securities, you should carefully read this entire
prospectus, including the information under “Risk Factors,”
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” “Unaudited Pro Forma Condensed Combined
Financial Information” and the financial statements incorporated by
reference in this prospectus.
The
Company
Advent is an advanced materials and technology development company
operating in the fuel cell and hydrogen technology space. Advent
develops, manufactures and assembles the critical components that
determine the performance of hydrogen fuel cells and other energy
systems, as well as developing, manufacturing, assembling
completing fuel cell systems. Advent’s core product offerings are
full fuel cell systems, water electrolysis technology, and the
Membrane Electrode Assembly (MEA) at the center of the fuel cell .
The Advent MEA, which derives its key benefits from the properties
of Advent’s engineered membrane technology, enables a more robust,
longer-lasting and ultimately lower-cost fuel cell product.
To date, Advent’s principal operations have been developing and
manufacturing MEAs, and designing fuel cell stacks and complete
fuel cell systems, for a range of customers in the stationary
power, portable power, automotive, aviation, energy storage and
sensor markets. Advent has its headquarters in Boston,
Massachusetts in the U.S., a product development facility in
Livermore, California, and production facilities in Greece,
Denmark, and Germany and sales and warehousing facilities in the
Philippines..
The majority of Advent’s current revenues derive predominantly from
the sale of MEAs, but also from the sale of membranes and
electrodes for specific applications in the iron flow battery and
cellphone markets respectively. Whilst MEA and fuel cell system
sales and associated revenues are expected to provide the majority
of Advent’s future income, both of these markets remain
commercially viable and have the potential to generate material
future revenues based on Advent’s existing customers. Advent has
also secured grant funding for a range of projects from research
agencies and other organizations in the U.S. and Europe and expects
to continue to be eligible for grant and other types of funding
based on its product development activities over the foreseeable
future.
Advent plans to scale up both its U.S. and Europe operations in
order to handle substantial increases in MEA production volumes,
and enable it to execute a range of product development programs
that are designed to increase Advent’s overall product suite,
improve the performance of its core MEA product and optimize its
production operations to improve unit production costs. This
includes expansions related to Important Projects of Common
European Interests, including Green HiPo, through materials for
power generation, hydrogen generation, and power storage.
Background
Advent Technologies Holdings, Inc., a Delaware corporation, was
originally named AMCI Acquisition Corp. (“AMCI”), and was
established as a special purpose acquisition company, which
completed its initial public offering in November 2018. AMCI was
incorporated for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses, and,
prior to the Business Combination, the Company was a “shell
company” as defined under the Securities Exchange Act, because it
had no operations and nominal assets consisting almost entirely of
cash.
On February 4, 2021, AMCI consummated the Business Combination
pursuant to the terms of the Merger Agreement, including the merger
of AMCI Merger Sub Corp., a newly-formed Delaware corporation and
wholly-owned subsidiary of AMCI (“Merger Sub”) with and into Advent
Technologies Inc., with Advent Technologies Inc. continuing as the
surviving corporation and as a wholly-owned subsidiary of AMCI, in
accordance with the terms of the Agreement and Plan of Merger,
dated October 12, 2020 , and amended on October 19, 2020 and
amended again on December 31, 2020, by and among AMCI, Merger Sub,
AMCI Sponsor LLC in its capacity as the Purchaser Representative,
Advent Technologies Inc. and Vassilios Gregoriou in the capacity as
the Seller Representative.
In connection with the Closing, AMCI changed its name to “Advent
Technologies Holdings, Inc.” and each outstanding share of Class A
common stock, including any shares of Class B common stock that
were converted into shares of Class A common stock, were
redesignated as common stock. We continued the listing of our
common stock and public warrants on the Nasdaq Stock Market under
the symbols “ADN” and “ADNWW”, respectively.
Emerging Growth Company
We are an “emerging growth company,” as defined in Section 2(a) of
the Securities Act, as modified by the Jumpstart Our Business
Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the
JOBS Act exempts emerging growth companies from being required to
comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities
Act registration statement declared effective or do not have a
class of securities registered under the Exchange Act) are required
to comply with the new or revised financial accounting standards.
The JOBS Act provides that a company can elect to opt out of the
extended transition period and comply with the requirements that
apply to non-emerging growth companies but any such an election to
opt out is irrevocable. Advent elected not to opt out of such
extended transition period which means that when a standard is
issued or revised and it has different application dates for public
or private companies, Advent, as an emerging growth company, can
adopt the new or revised standard at the time private companies
adopt the new or revised standard, until such time Advent is no
longer considered to be an emerging growth company. At times,
Advent may elect to early adopt a new or revised standard. See Note
2 of the audited financial statements for the recent accounting
pronouncements adopted and the recent accounting pronouncements not
yet adopted for the years ending December 31, 2021 and 2020.
In addition, Advent intends to rely on the other exemptions and
reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an emerging
growth company, Advent intends to rely on such exemptions, Advent
is not required to, among other things: (a) provide an auditor’s
attestation report on Advent’s system of internal control over
financial reporting pursuant to Section 404(b) of the
Sarbanes-Oxley Act; (b) provide all of the compensation disclosure
that may be required of non-emerging growth public companies under
the Dodd-Frank Wall Street Reform and Consumer Protection Act; (c)
comply with any requirement that may be adopted by the Public
Company Accounting Oversight Board regarding mandatory audit firm
rotation or a supplement to the auditor’s report providing
additional information about the audit and the financial statements
(auditor discussion and analysis); and (d) disclose certain
executive compensation-related items such as the correlation
between executive compensation and performance and comparisons of
the Chief Executive Officer’s compensation to median employee
compensation.
Advent will remain an emerging growth company under the JOBS Act
until the earliest of (a) the last day of Advent’s first fiscal
year following the fifth anniversary of the date of the first sale
of common equity securities pursuant to an effective registration
statement under the Securities Act, (b) the last date of Advent’s
fiscal year in which Advent has total annual gross revenue of at
least $1.235 billion, (c) the date on which Advent is deemed to be
a “large accelerated filer” under the rules of the SEC with at
least $700.0 million of outstanding securities held by
non-affiliates or (d) the date on which Advent has issued more than
$1.0 billion in non-convertible debt securities during the previous
three years.
Risk
Factors
Our business is subject to numerous risks and uncertainties,
including those highlighted in the section titled “Risk
Factors”, which represent challenges that we face in connection
with the successful implementation of our strategy and growth of
our business. The occurrence of one or more of the events or
circumstances described in that section, alone or in combination
with other events or circumstances, may have a material adverse
effect on our business, cash flows, financial condition and results
of operations.
These risk factors include, but are not limited to, the
following:
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We may be unable to
adequately control the costs associated with our operations. |
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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. |
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If we fail to manage our
future growth effectively, we may not be able to market and sell
our fuel cells and related technologies successfully. |
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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. |
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Our future growth is
dependent upon the market’s willingness to adopt our
hydrogen-powered fuel cell and membrane technology. |
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We continue to generate
a low level of revenue from our core products MEA, fuel cell
systems and developing commercial sales to major
organizations. |
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Future product recalls
could materially adversely affect our business, prospects,
operating results and financial condition. |
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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. |
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We have been, and may in
the future be, adversely affected by the global COVID-19
pandemic. |
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Increases in costs,
disruption of supply or shortage of raw materials could harm our
business. |
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We are or may be subject
to risks associated with strategic alliances or acquisitions. |
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We may experience
difficulties integrating the operations of acquired companies into
our business and in realizing the expected benefits of these
acquisitions. |
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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. |
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We face risks associated
with our international operations, including unfavorable
regulatory, political, tax and labor conditions, which could harm
our business. |
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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. |
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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. |
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We may need to defend
ourselves against patent or trademark infringement claims, which
may be time-consuming and cause us to incur substantial costs. |
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Our business may be
adversely affected if we are unable to protect our intellectual
property rights from unauthorized use by third parties. |
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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. |
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Our management team has
limited experience managing a public company. |
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The SEC released a
public statement regarding accounting for warrants which resulted
in our warrants being accounted for as liabilities rather than as
equity and a restatement of our previously issued financial
statements. |
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The restatement of the
Company's financial statements in May 2021 has subjected us to
additional risks and uncertainties, including increased
professional costs and the increased possibility of legal
proceedings. |
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Certain of our warrants
are accounted for as a warrant liability and are recorded at fair
value upon issuance with changes in fair value each period to be
reported in earnings, which may have an adverse effect on the
market price of our common stock. |
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Obtaining the MIL-STD
certification for the Honey Badger and advancing it for U.S. army
integration is subject to risks and uncertainty. |
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Cybersecurity risks and
attacks, security incidents, and data breaches could compromise our
intellectual property or other proprietary information, could
disrupt our electronic infrastructure, operations and
manufacturing, and could impact our competitive position,
reputation, results of operations, financial condition, and cash
flows. |
|
● |
Our global operations
are subject to data privacy laws and regulations that impose
significant compliance costs and create reputational and legal
risk. |
|
● |
A write-off of all or
part of our goodwill or other intangible assets could adversely
affect our operating results and net worth. |
|
● |
We face risks associated
with our international operations, including unfavorable
regulatory, political, tax and labor conditions, which could harm
our business. |
|
● |
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. |
|
● |
We may be required to
take write-downs or write-offs, restructuring and impairment or
other charges that could have a significant negative effect on our
financial condition, results of operations and stock price, which
could cause you to lose some or all of your investment. |
|
● |
An active market for our
securities may not develop, which would adversely affect the
liquidity and price of our securities. |
|
● |
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. |
|
● |
Our common stock price
may change significantly and you could lose all or part of your
investment as a result. |
|
● |
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. |
|
● |
Our stockholders may
experience dilution in the future. |
|
● |
If securities or
industry analysts do not publish research or reports about our
business, if they change their recommendations regarding our common
stock or if our operating results do not meet their expectations,
our common stock price and trading volume could decline. |
|
● |
Future sales, or the
perception of future sales, by us or our stockholders in the public
market could cause the market price for our common stock to
decline. |
|
● |
As a public company, we
are subject to additional laws, regulations and stock exchange
listing standards, which impose additional costs on us and may
strain our resources and divert our management’s attention. |
|
● |
We are an emerging
growth company within the meaning of the Securities Act, and if we
take advantage of certain exemptions from disclosure requirements
available to emerging growth companies, this could make our
securities less attractive to investors and may make it more
difficult to compare our performance with other public
companies. |
|
● |
We may redeem unexpired
public warrants prior to their exercise at a time that is
disadvantageous for warrant holders. |
|
● |
Changes in accounting
standards and subjective assumptions, estimates and judgments by
management related to complex accounting matters could
significantly affect our financial condition and results of
operations. |
|
● |
The exercise of Warrants
for our common stock would increase the number of shares eligible
for future resale in the public market and result in dilution to
our stockholders. |
Corporate Information
Our principal executive offices are located at 200 Clarendon
Street, Boston, MA 02116. Our telephone number is (617) 655-6000,
and our website address is https://www.advent.energy. Information
contained on our website or connected thereto is provided for
textual reference only and does not constitute part of, and is not
incorporated by reference into, this prospectus or the registration
statement of which it forms a part.
THE OFFERING
We are registering the issuance by us of up to 26,369,557 shares of
our common stock that may be issued upon exercise of public
warrants, placement warrants, and working capital warrants. We are
also registering the resale by the Selling Securityholders or their
permitted transferees of up to 33,363,466 shares of our common
stock and up to 4,340,278 placement warrants and working capital
warrants. Any investment in the securities offered hereby is
speculative and involves a high degree of risk. You should
carefully consider the information set forth under “Risk
Factors” on page 14 of this prospectus.
Issuance of Common Stock
The following information is as of November 30, 2022 and does not
give effect to issuances of our common stock after such date.
Shares of our common stock to be issued upon
exercise of all public warrants, private warrants and
working capital warrants
|
26,369,557 shares |
|
|
Shares of our common stock outstanding prior to the
exercise of all warrants
|
51,717,720 shares(1) |
|
|
Use of proceeds |
We will receive up to an aggregate of approximately $303.2 million
from the exercise of all public warrants, private placement
warrants and working capital warrants assuming the exercise in full
of all such warrants for cash. Unless we inform you otherwise in a
prospectus supplement or free writing prospectus, we intend to use
the net proceeds from the exercise of such warrants for working
capital and general corporate purposes. |
Resale of Common Stock and Warrants
Shares of common stock offered by the Selling
Securityholders (including 29,023,188 outstanding
shares of common stock and 4,340,278 shares of
common stock that may be issued upon exercise of
warrants)
|
33,363,466 shares |
|
|
Warrants offered by the Selling Securityholders
(representing the placement warrants and the
working capital warrants)
|
4,340,278 warrants |
|
Exercise price |
$11.50 per share, subject to adjustment as described herein |
|
|
Redemption |
The warrants are redeemable in certain circumstances. See
“Description of Securities-Warrants” for further
discussion. |
|
|
Use of proceeds |
We will not receive any proceeds from the sale of the common stock
and warrants to be offered by the Selling Securityholders. With
respect to shares of common stock underlying the warrants, we will
not receive any proceeds from such shares except with respect to
amounts received by us upon exercise of such warrants to the extent
such warrants are exercised for cash. |
|
|
Shares of our common stock outstanding immediately after this
offering and assuming exercise of all warrants offered
hereby |
78,087,277 shares |
|
Ticker symbols |
“ADN” and “ADNWW” for the common stock and warrants,
respectively. |
|
(1) |
The number of shares of common stock outstanding is based on
51,717,720 shares of common stock outstanding as of November 30,
2022 and does not include: |
|
● |
6,915,892 shares of
common stock reserved for issuance for awards in accordance with
the 2021 Equity Incentive Plan; and |
|
|
|
|
● |
22,029,279
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 underlying the working capital
warrants. |
MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION
Market Price and Ticker Symbol
Our common stock and warrants are currently listed on Nasdaq under
the symbols “ADN” and “ADNWW”, respectively.
The closing price of the common stock and warrants on December 19,
2022, was $1.86 and $0.225, respectively.
Holders
As of November 30, 2022, there were approximately 34 holders of
record of shares of our common stock and 3 holders of record of our
warrants. Such numbers do not include DTC participants or
beneficial owners holding shares through nominee names.
Dividend Policy
We
have never declared or paid any dividends on our common stock. We
do not anticipate declaring or paying any cash dividends on our
capital stock in the foreseeable future. The payment of cash
dividends in the future will be dependent upon our revenues and
earnings, if any, capital requirements and general financial
condition. The payment of any cash dividends will be within the
discretion of the board of directors at such time.
RISK FACTORS
Investing in our securities involves a high degree of risk. Before
making a decision to invest in our securities, you should carefully
consider the risks described below as well as the other information
included in this prospectus, including “Cautionary Note Regarding
Forward-Looking Statements,” and the applicable prospectus
supplement, and those risks discussed under Part I, Item 1A of our
most recent Annual Report on Form 10-K under the heading “Risk
Factors”, and updated in Part II, Item 1A of our subsequent
Quarterly Reports on Form 10-Q under the heading “Risk Factors”, as
well as any amendments thereto, which are incorporated by reference
into this prospectus and the applicable prospectus supplement in
their entirety, together with other information in this prospectus
and the applicable prospectus supplement, the documents
incorporated by reference herein and therein. Additional risks and
uncertainties not presently known to us or that we currently deem
immaterial may also affect our business, financial condition or
results of operations. The occurrence of any of these known or
unknown risks might cause you to lose all or part of your
investment in our securities. For more information, see section of
this prospectus entitled “Where You Can Find More Information;
Documents Incorporated by Reference.”
Risk
Factors Relating to Our Operations and Business
We may be unable to adequately control the costs associated
with our operations.
We will require significant capital to develop and grow our
business, including developing and manufacturing our fuel cells and
building Advent’s brand. We expect to incur significant expenses
which will impact our profitability, including research and
development expenses, raw material procurement costs, sales and
distribution expenses as we build Advent’s brand and market our
fuel cells, and general and administrative expenses as we scale our
operations. Our ability to become profitable in the future will not
only depend on our ability to successfully market our fuel cells
and other products and services, but also to control our costs. If
we are unable to cost efficiently design, manufacture, market,
sell, distribute and service our fuel cells, our margins,
profitability and prospects would be materially and adversely
affected.
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.
The scale-up of production of our fuel cells, membranes and
electrodes, together with the associated investment in our assembly
line and product development activities, will consume capital.
While we expect that we will have sufficient capital to fund our
planned operations through to breakeven, we may need to raise
additional funds through the issuance of equity, equity related or
debt securities, or through obtaining credit from government or
financial institutions. This capital will be necessary to fund our
ongoing operations, continue research, development and design
efforts, improve infrastructure, and introduce new technologies. We
cannot be certain that additional funds will be available to us on
favorable terms when required, or at all. If we cannot raise
additional funds when we need them, our financial condition,
results of operations, business and prospects could be materially
adversely affected.
If we fail to manage our future growth effectively, we may
not be able to market and sell our fuel cells and related
technologies successfully.
Any failure to manage our growth effectively could materially and
adversely affect our business, prospects, operating results and
financial condition. We intend to expand our operations
significantly. Our future expansion will include:
|
● |
training new
personnel; |
|
● |
forecasting production
and revenue; |
|
● |
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. |
We intend to hire additional personnel, including design and
production personnel. Because our technologies are different from
traditional electric vehicle battery technology, individuals with
sufficient training in alternative fuel and electric vehicles may
not be available to hire, and as a result, we will need to expend
significant time and expense training the employees we do hire.
Competition for individuals with experience designing and
manufacturing hydrogen fuel cells is high, and we may not be able
to attract, integrate, train, motivate or retain additional highly
qualified personnel in the future. The failure to attract,
integrate, train, motivate and retain these additional employees
could seriously harm our business and prospects.
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.
We will rely heavily on complex machinery for our operations and
our production will involve a significant degree of uncertainty and
risk in terms of operational performance and costs. Our membrane
and fuel cell production plant will consist of large-scale
machinery combining many components. The production plant
components are likely to suffer unexpected malfunctions from time
to time and will depend on repairs and spare parts to resume
operations, which may not be available when needed. Unexpected
malfunctions of the production plant components may significantly
affect the intended operational efficiency. Operational performance
and costs can be difficult to predict and are often influenced by
factors outside of our control, such as, but not limited to,
scarcity of natural resources, environmental hazards and
remediation, costs associated with decommissioning of machines,
labor disputes and strikes, difficulty or delays in obtaining
governmental permits, damages or defects in electronic systems,
industrial accidents, fire, and seismic activity and natural
disasters. Should operational risks materialize, it may result in
the personal injury to or death of workers, the loss of production
equipment, damage to manufacturing facilities, monetary losses,
delays and unanticipated fluctuations in production, environmental
damage, administrative fines, increased insurance costs and
potential legal liabilities, all which could have a material
adverse effect on our business, results of operations, cash flows,
financial condition or prospects.
Our future growth is dependent upon the market’s willingness
to adopt our hydrogen-powered fuel cell and membrane
technology.
Our growth is highly dependent upon the adoption by the automotive,
aerospace, power and energy industries. If the market for our fuel
cells and membranes does not develop at the rate or to the extent
that we expect, our business, prospects, financial condition and
operating results will be harmed. The market for alternative fuel
and energy storage systems is still new and is characterized by
rapidly changing technologies, price competition, numerous
competitors, evolving government regulation and industry standards
and uncertain customer demands and behaviors.
Factors that may influence the adoption of our fuel cell and
membrane technology include:
|
● |
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; |
|
● |
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 |
We Continue to Generate a Low Level of Revenue from our core
products MEA, Fuel Cell Systems and Developing Commercial Sales to
Major Organizations.
The Company’s current revenue is derived from the sale of fuel cell
systems, and the sale of MEAs, membranes, and electrodes for
specific applications in the fuel cell and energy storage (flow
battery) markets. Based on conversations with existing customers
and incoming inquiries from new customers, we anticipate
substantial increased demand for our MEAs from a wide range of
customers as we scale up our production facilities and testing
capabilities, and as the awareness our MEA capabilities become
widely known in the industry. We expect both its existing customers
to increase order volume, and to generate substantial new orders
from major organizations, with some of whom it is already in
discussions regarding prospective commercial partnerships and joint
development agreements. As of December 31, 2021, we were still
generating a low level of revenues compared to our future
projections and have not made any commercial sales to major
organizations.
Future product recalls could materially adversely affect our
business, prospects, operating results and financial
condition.
Any product recall in the future may result in adverse publicity,
damage our brand and materially adversely affect our business,
prospects, operating results and financial condition. In the
future, we may voluntarily or involuntarily, initiate a recall if
any of our fuel cells or membranes prove to be defective. Such
recalls involve significant expense and diversion of management
attention and other resources, which could adversely affect our
brand image in our target markets, as well as our business,
prospects, financial condition and results of operations.
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.
Our success depends, in part, on our ability to retain our key
personnel. The unexpected loss of or failure to retain one or more
of our key employees could adversely affect our business. Our
success also depends, in part, on our continuing ability to
identify, hire, attract, train and develop other highly qualified
personnel.
Competition for these employees can be intense, and our ability to
hire, attract and retain them depends on our ability to provide
competitive compensation. We may not be able to attract,
assimilate, develop or retain qualified personnel in the future,
and our failure to do so could adversely affect our business,
including the execution of our global business strategy. Any
failure by our management team to perform as expected may have a
material adverse effect on our business, prospects, financial
condition and results of operations.
We have been, and may in the future be, adversely affected by
the global COVID-19 pandemic.
We face various risks related to epidemics, pandemics, and other
outbreaks, including the recent COVID-19 pandemic. The impact of
COVID-19, including changes in consumer and business behavior,
pandemic fears and market downturns, and restrictions on business
and individual activities, has created significant volatility in
the global economy and led to reduced economic activity. The spread
of COVID-19 has also impacted our potential customers and suppliers
by disrupting the manufacturing, delivery and overall supply chain
of fuel cell manufacturers and suppliers.
Actions taken around the world to help mitigate the spread of
COVID-19 include restrictions on travel, quarantines in certain
areas and forced closures for certain types of public places and
businesses. COVID-19 and actions taken to mitigate its spread have
had and are expected to continue to have an adverse impact on the
economies and financial markets of many countries, including the
geographical area in which Advent operates. For example, in May
2021, Advent’s research and development activities in Boston were
limited by the restrictions imposed on laboratory work in the U.S.,
with laboratories being run at approximately 25% occupancy, with
the result that certain business development activities have moved
more slowly. Additionally, in Patras, Greece, approximately half of
the Company’s workforce have worked from home during the temporary
lockdowns imposed by the Greek authorities, although these have
largely been in support functions. These measures limit operations
in our U.S. and Greece locations and have and may continue to
adversely impact our employees, research and development activities
and operations and the operations of our suppliers, vendors and
business partners, and may negatively impact our sales and
marketing activities. We may take further actions as may be
required by government authorities or that we determine are in the
best interests of our employees, suppliers, vendors and business
partners.
The extent to which the COVID-19 pandemic continues to impact our
business, prospects and results of operations will depend on future
developments, which are highly uncertain and cannot be predicted,
including the duration and spread of the pandemic, its severity,
the actions to contain the virus or treat its impact, and how
quickly and to what extent normal economic and operating activities
can resume. Even after the COVID-19 pandemic has subsided, we may
continue to experience an adverse impact to our business as a
result of the global economic impact, including any recession that
has occurred or may occur in the future.
There are no comparable recent events that may provide guidance as
to the effect of the spread of COVID-19 and a pandemic, and, as a
result, the ultimate impact of the COVID-19 pandemic or a similar
health epidemic is highly uncertain.
Increases in costs, disruption of supply or shortage of raw
materials could harm our business.
Once we increase production, we may experience increases in the
cost or a sustained interruption in the supply or shortage of raw
materials. Any such increase or supply interruption could
materially negatively impact our business, prospects, financial
condition and operating results. We use various raw materials
including precious group metals such as platinum; carbon black;
polymer precursors, reactants, and solvents; as well as carbon
cloth and carbon fiber paper. The prices for these raw materials
fluctuate depending on market conditions and global demand and
could adversely affect our business and operating results.
We are or may be subject to risks associated with strategic
alliances or acquisitions.
We have entered into, and may in the future enter into additional,
strategic alliances, including joint ventures or minority equity
investments with various third parties to further our business
purpose. These alliances could subject us to a number of risks,
including risks associated with sharing proprietary information,
non-performance by the third party and increased expenses in
establishing new strategic alliances, any of which may materially
and adversely affect our business. We may have limited ability to
monitor or control the actions of these third parties and, to the
extent any of these strategic third parties suffers negative
publicity or harm to their reputation from events relating to their
business, we may also suffer negative publicity or harm to our
reputation by virtue of our association with any such third
party.
When appropriate opportunities arise, we may acquire additional
assets, products, technologies or businesses that are complementary
to our existing business. In addition to possible stockholder
approval, we may need approvals and licenses from relevant
government authorities for the acquisitions and to comply with any
applicable laws and regulations, which could result in increased
delay and costs, and may disrupt our business strategy if we fail
to do so. Furthermore, acquisitions and the subsequent integration
of new assets and businesses into our own require significant
attention from our management and could result in a diversion of
resources from our existing business, which in turn could have an
adverse effect on our operations. Acquired assets or businesses may
not generate the financial results we expect. Acquisitions could
result in the use of substantial amounts of cash, potentially
dilutive issuances of equity securities and exposure to potential
unknown liabilities of the acquired business. Moreover, the costs
of identifying and consummating acquisitions may be
significant.
We may experience difficulties integrating the operations of
acquired companies into our business and in realizing the expected
benefits of these acquisitions.
We completed the acquisition of SerEnergy and FES on August 31,
2021. Acquisitions involve numerous risks, any of which could harm
our business and negatively affect our financial condition and
results of operations. The success of our acquisition of FES and
SerEnergy will depend in part on our ability to realize the
anticipated business opportunities from combining their and our
operations in an efficient and effective manner. These integration
processes could take longer than anticipated and could result in
the loss of key employees, the disruption of each company’s ongoing
businesses, tax costs or inefficiencies, or inconsistencies in
standards, controls, information technology systems, procedures and
policies, any of which could adversely affect our ability to
maintain relationships with customers, employees or other third
parties, or our ability to achieve the anticipated benefits of the
acquisitions, and could harm our financial performance. If we are
unable to successfully or timely integrate the operations of FES
and SerEnergy with our business, we may incur unanticipated
liabilities and be unable to realize the revenue growth, synergies
and other anticipated benefits resulting from the acquisitions, or
fully offset the costs of the acquisition, and our business,
results of operations and financial condition could be materially
and adversely affected.
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.
Our fuel cells and membranes are subject to substantial regulation
under international, federal, state, and local laws. We expect to
incur significant costs in complying with these regulations.
Regulations related to alternative energy are currently evolving
and we face risks associated with changes to these regulations,
including but not limited to:
|
● |
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.
Compliance with changing regulations could be burdensome, time
consuming, and expensive. To the extent compliance with new
regulations is cost prohibitive, our business, prospects, financial
condition and operating results would be adversely affected. |
We face risks associated with our international operations,
including unfavorable regulatory, political, tax and labor
conditions, which could harm our business.
We face risks associated with our international operations,
including possible unfavorable regulatory, political, tax and labor
conditions, which could harm our business. We have international
operations that are subject to the legal, political, regulatory and
social requirements and economic conditions in these jurisdictions.
We are subject to a number of risks associated with international
business activities that may increase our costs, impact our ability
to sell our fuel cells and membranes and require significant
management attention. These risks include:
|
● |
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. |
If we fail to successfully address these risks, our business,
prospects, operating results and financial condition could be
materially harmed.
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.
Any reduction, elimination or discriminatory application of
government subsidies and economic incentives because of policy
changes, the reduced need for such subsidies and incentives due to
the perceived success of alternative energies or other reasons may
result in the diminished competitiveness of the alternative fuel
industry generally. This could materially and adversely affect the
growth of the alternative fuel automotive markets and our business,
prospects, financial condition and operating results.
While certain tax credits and other incentives for alternative
energy production and alternative fuel vehicles have been available
in the past, there is no guarantee these programs will be available
in the future. If current tax incentives are not available in the
future, our financial position could be harmed.
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 anticipate continuing to apply for federal and state grants,
loans and tax incentives under government programs designed to
stimulate the economy and support the production of alternative
fuel vehicles and related technologies. We anticipate that in the
future there will be new opportunities for us to apply for grants,
loans and other incentives from the U.S., state and foreign
governments. Our ability to obtain funds or incentives from
government sources is subject to the availability of funds under
applicable government programs and approval of our applications to
participate in such programs. The application process for these
funds and other incentives will likely be highly competitive. We
cannot assure you that we will be successful in obtaining any of
these additional grants, loans and other incentives. If we are not
successful in obtaining any of these additional incentives and we
are unable to find alternative sources of funding to meet our
planned capital needs, our business and prospects could be
materially 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.
Companies, organizations or individuals, including our competitors,
may own or obtain patents, trademarks or other proprietary rights
that would prevent or limit our ability to make, use, develop,
license or sell our fuel cell and membrane technologies, which
could make it more difficult for us to operate our business. We may
receive inquiries from patent or trademark owners inquiring whether
we infringe their proprietary rights. Companies owning patents or
other intellectual property rights relating to fuel cells may
allege infringement of such rights. In response to a determination
that we have infringed upon a third party’s intellectual property
rights, we may be required to do one or more of the following:
|
● |
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. |
A successful claim of infringement against us could materially
adversely affect our business, prospects, operating results and
financial condition. Any litigation or claims, whether valid or
invalid, could result in substantial costs and diversion of
resources.
We also plan to license patents and other intellectual property
from third parties and we may face claims that our use of this
in-licensed technology infringes the intellectual property rights
of others. In such cases, we will seek indemnification from our
licensors. However, our rights to indemnification may be
unavailable or insufficient to cover our costs and losses.
Our business may be adversely affected if we are unable to
protect our intellectual property rights from unauthorized use by
third parties.
Failure to adequately protect our intellectual property rights
could result in our competitors offering similar products,
potentially resulting in the loss of some of our competitive
advantage and a decrease in our revenue, which would adversely
affect our business, prospects, financial condition and operating
results. Our success depends, at least in part, on our ability to
protect our core technology and intellectual property. To
accomplish this, we will rely on a combination of patents, trade
secrets (including know-how), employee and third-party
nondisclosure agreements, copyright, trademarks, intellectual
property licenses and other contractual rights to establish and
protect our rights in our technology.
The protection of our intellectual property rights will be
important to our future business opportunities. However, the
measures we take to protect our intellectual property from
unauthorized use by others may not be effective for various
reasons, including the following:
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any patent applications
we submit may not result in the issuance of patents; |
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the scope of our issued
patents may not be broad enough to protect our proprietary
rights; |
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our issued patents may
be challenged and/or invalidated by our competitors; |
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the costs associated
with enforcing patents, confidentiality and invention agreements or
other intellectual property rights may make aggressive enforcement
impracticable; |
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current and future
competitors may circumvent our patents; and |
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our in-licensed patents
may be invalidated, or the owners of these patents may breach our
license arrangements. |
Patent, trademark, and trade secret laws vary significantly
throughout the world. Some foreign countries do not protect
intellectual property rights to the same extent as do the laws of
the U.S. Further, policing the unauthorized use of our intellectual
property in foreign jurisdictions may be difficult. Therefore, our
intellectual property rights may not be as strong or as easily
enforced outside of the U.S.
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.
We cannot be certain that we are the first inventor of the subject
matter to which we have filed a particular patent application, or
if we are the first party to file such a patent application. If
another party has filed a patent application to the same subject
matter as we have, we may not be entitled to the protection sought
by the patent application. Further, the scope of protection of
issued patent claims is often difficult to determine. As a result,
we cannot be certain that the patent applications that we file will
issue, or that our issued patents will afford protection against
competitors with similar technology. In addition, our competitors
may design around our issued patents, which may adversely affect
our business, prospects, financial condition or operating
results.
Our management team has limited experience managing a public
company.
Most members of our management team have limited experience
managing a publicly-traded company, interacting with public company
investors and complying with the increasingly complex laws
pertaining to public companies. Our management team may not
successfully or efficiently manage our transition to being a public
company subject to significant regulatory oversight and reporting
obligations under the federal securities laws and the scrutiny of
securities analysts and investors. These new obligations and
constituents will require significant attention from our management
team and could divert their attention away from the day-to-day
management of our business, which could materially and adversely
affect our business, financial condition, operating results, cash
flows and prospects.
The SEC released a public statement regarding accounting for
warrants which resulted in our warrants being accounted for as
liabilities rather than as equity and a restatement of our
previously issued financial statements.
On April 12, 2021, the staff of the SEC issued a public statement
entitled "Staff Statement on Accounting and Reporting
Considerations for Warrants issued by Special Purpose Acquisition
Companies ("SPACs") (the "Statement"). In the Statement, the SEC
staff expressed its view that certain terms and conditions common
to SPAC warrants may require the warrants to be classified as
liabilities on the SPAC's balance sheet as opposed to equity. Since
issuance, our warrants were accounted for as equity within our
balance sheet, and after discussion and evaluation, including with
our independent auditors, we have concluded that our warrants
should be presented as liabilities with subsequent fair value
remeasurement. Therefore, we conducted a valuation of our warrants
and restated our previously issued financial statements, which
resulted in unanticipated costs and diversion of management
resources and may result in potential loss of investor confidence.
Although we have now completed the restatement, we cannot guarantee
that we will have no further inquiries from the SEC or Nasdaq
regarding our restated financial statements or matters relating
thereto. Any future inquiries from the SEC or Nasdaq as a result of
the restatement of our historical financial statements will,
regardless of the outcome, likely consume a significant amount of
our resources in addition to those resources already consumed in
connection with the restatement itself.
The restatement of the Company's financial statements in May
2021 has subjected us to additional risks and uncertainties,
including increased professional costs and the increased
possibility of legal proceedings.
As a result of the restatement of our financial statements
discussed above, we have become subject to additional risks and
uncertainties, including, among others, increased professional fees
and expenses and time commitment that may be required to address
matters related to the restatement, and scrutiny of the SEC and
other regulatory bodies which could cause investors to lose
confidence in the Company's reported financial information and
could subject the Company to civil or criminal penalties or
shareholder litigation. We could face monetary judgments, penalties
or other sanctions that could have a material adverse effect on the
Company's business, financial condition and results of operations
and could cause its stock price to decline.
Certain of our warrants are accounted for as a warrant
liability and are recorded at fair value upon issuance with changes
in fair value each period to be reported in earnings, which may
have an adverse effect on the market price of our common
stock.
Following the restatement of our historical financial statements,
we account for our warrants as a warrant liability and recorded at
fair value upon issuance any changes in fair value each period
reported in earnings as determined by the Company based upon a
valuation report obtained from its independent third party
valuation firm. The impact of changes in fair value on earnings may
have an adverse effect on the market price of our common stock.
Obtaining the MIL-STD certification for the Honey Badger and
advancing it for U.S. army integration is subject to risks and
uncertainty.
Obtaining the MIL-STD certification for the Honey Badger and
advancing it for U.S. army integration is subject to risks and
uncertainty, and may not be completed on the timeline the Company
expects, or at all.
Cybersecurity risks and attacks, security incidents, and data
breaches could compromise our intellectual property or other
proprietary information, could disrupt our electronic
infrastructure, operations and manufacturing, and could impact our
competitive position, reputation, results of operations, financial
condition, and cash flows.
We rely upon the information technology and data security
infrastructure and its capacity, reliability, and security in
connection with various aspects of our business activities. We also
rely on our ability to expand and continually update these
technologies and related infrastructure in response to the changing
needs of our business. We face challenges related to supporting our
older technologies and implementing necessary upgrades and the
hardening of current technologies. In addition, some of these
technologies are managed by third-party service providers and are
not under our direct control. If we experience a problem with a
critical technology, including during upgrades or new technology
implementations, any resulting disruptions could have an adverse
effect on our business operations and our performance.
Our business operations rely upon our electronic infrastructure and
that of our third-party vendors, including to handle information
and data such as intellectual property, personal information,
protected information, financial information and other confidential
and proprietary information related to our business and our
employees, prospects, customers, suppliers and other business
partners. While we maintain certain administrative, technical, and
physical safeguards and take preventive and proactive measures to
combat known and unknown cybersecurity risks, we currently are
building out and maturing our electronic infrastructure and
safeguards. There is no assurance that our current controls and our
ongoing efforts will be sufficient to eliminate security risks.
Cyberattacks are increasing in frequency and evolving in nature. We
and our third-party providers are at risk of attack through use of
increasingly sophisticated methods, including malware, phishing,
ransomware, and the deployment of technologies to find and exploit
vulnerabilities. Our electronic infrastructure, and information
technology systems maintained by our third-party providers, have
been in the past, and may be in the future, subjected to attempts
to gain unauthorized access, disable, destroy, maliciously control
or cause other business disruptions. In some cases, it is difficult
to anticipate or to detect immediately such incidents and any
damage caused. While these types of incidents have not had a
material impact on our business to-date, future incidents involving
access to or improper use of our systems, or those of our
third-parties, could compromise confidential, proprietary or
otherwise sensitive information.
In addition, cyberattacks could negatively impact our reputation
and our competitive position and could result in litigation with
third parties, regulatory action, significant remediation costs,
and loss of business and customers relationships, any of which
could adversely impact our business, our financial condition, and
our operating results. Although we maintain some insurance
coverage, we cannot be certain that coverage would apply to cyber
risks, that it may be adequate for liabilities incurred, or that
any insurer will not accept or deny coverage of future claims.
We may experience problems with the operation of our electronic
infrastructure or the technology systems of third parties on which
we rely, as well as the development and deployment of new
electronic infrastructure, that could adversely affect, or even
disrupt, all or a portion of our operations until resolved. In
addition, as a result of the COVID-19 pandemic a large percentage
of our salaried employees continue to work remotely full or
part-time. This remote working environment may pose a heightened
risk for security breaches or other disruptions of our information
technology environment.
Our global operations are subject to data privacy laws and
regulations that impose significant compliance costs and create
reputational and legal risk.
Due to the international scope of our operations, we may be subject
to a complex system of regulatory requirements regarding data
privacy, such as the European Union General Data Protection
Regulation and California’s Consumer Privacy Act and its
amendments.
Our numerous foreign operations are governed by laws, rules and
business practices that differ from those of the U.S. We cannot
predict now our future data privacy risks or the nature, scope or
effect of future regulatory requirements to which our operations
might be subject or the manner in which existing laws might be
administered or interpreted.
A write-off of all or part of our goodwill or other
intangible assets could adversely affect our operating results and
net worth.
Goodwill and
other intangible assets are a component of our assets. As a part of
our acquisition of SerEnergy and FES on August 31, 2021, we
recognized $29.4 million in goodwill and $19.8 million in other
intangible assets. As of December 31, 2021, goodwill was $30.0
million and other intangible assets were $23.3 million of our total
assets of $163.0 million. We may have to write off all or part of
our goodwill or other intangible assets if their value becomes
impaired. Although this write-off would be a non-cash charge, it
could reduce our earnings and our financial condition.
We face risks associated with our international operations,
including unfavorable regulatory, political, tax and labor
conditions, which could harm our business.
We face risks associated with our international operations,
including possible unfavorable regulatory, political, tax and labor
conditions, which could harm our business. We have international
operations in Europe and Asia that are subject to the legal,
political, regulatory and social requirements and economic
conditions in these jurisdictions. We are subject to a number of
risks associated with international business activities that may
increase our costs, impact our ability to sell our fuel cells and
membranes and require significant management attention. These risks
include:
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difficulty in staffing and managing foreign operations; |
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foreign government taxes, regulations and permit requirements,
including foreign taxes that we may not be able to offset against
taxes imposed upon us in the U.S., and foreign tax and other laws
limiting our ability to repatriate funds to the U.S.; |
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fluctuations in foreign currency exchange rates and interest
rates; |
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increased inflation rates and cost of goods; |
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U.S.
and foreign government trade restrictions, tariffs and price or
exchange controls; |
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● |
foreign labor laws, regulations and restrictions; |
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changes in diplomatic and trade relationships; |
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● |
political instability, natural disasters, war, or events of
terrorism; |
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● |
the
escalation or continuation of armed conflict, hostilities or
economic sanctions between countries or regions, including the
current conflict between Russia and Ukraine; |
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the
strength of international economies and economic relations between
countries or regions; and |
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economic uncertainties and potential disruptions include a
slow-down in the general economy. |
If we fail to successfully address these risks, our business,
prospects, operating results and financial condition could be
materially harmed.
Risks Related to Ownership of Our Common Stock and
Warrants
Delaware law and our second amended and restated certificate
of incorporation and amended and restated 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.
Our second amended and restated certificate of incorporation and
our amended and restated bylaws, and the DGCL, contain provisions
that could have the effect of rendering more difficult, delaying,
or preventing an acquisition deemed undesirable by our board of
directors and therefore depress the trading price of our common
stock. These provisions could also make it difficult for
stockholders to take certain actions, including electing directors
or taking other corporate actions, including effecting changes in
our management. Among other things, our second amended and restated
certificate of incorporation and amended and restated bylaws
include provisions regarding:
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● |
a classified board of
directors with three-year staggered terms, which could delay the
ability of stockholders to change the membership of a majority of
our board of directors; |
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● |
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; |
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● |
the limitation of the
liability of, and the indemnification of, our directors and
officers; |
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● |
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; |
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● |
the requirement that
directors may only be removed from our board of directors for
cause; |
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a prohibition on
stockholder action by written consent, which forces stockholder
action to be taken at an annual or special meeting of stockholders
and could delay the ability of stockholders to force consideration
of a stockholder proposal or to take action, including the removal
of directors; |
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● |
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; |
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controlling the
procedures for the conduct and scheduling of board of directors and
stockholder meetings; |
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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; |
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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 |
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advance notice
procedures with which stockholders must comply to nominate
candidates to our board of directors or to propose matters to be
acted upon at a stockholders’ meeting, which could preclude
stockholders from bringing matters before annual or special
meetings of stockholders and delay changes in our board of
directors and also may discourage or deter a potential acquirer
from conducting a solicitation of proxies to elect the acquirer’s
own slate of directors or otherwise attempting to obtain control of
surviving entity. |
These provisions, alone or together, could delay or prevent hostile
takeovers and changes in control or changes in our board of
directors or management.
In addition, as a Delaware corporation, we will be subject to
provisions of Delaware law, including Section 203 of the DGCL,
which may generally prohibit certain stockholders holding 15% or
more of our outstanding capital stock from engaging in certain
business combinations with us for a specified period of time unless
certain conditions are met.
Any provision of the second amended and restated certificate of
incorporation, amended and restated bylaws or Delaware law that has
the effect of delaying or preventing a change in control could
limit the opportunity for stockholders to receive a premium for
their shares of our capital stock and could also affect the price
that some investors are willing to pay for our common stock.
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.
The second amended and restated certificate of incorporation
provides that, unless we consent in writing to the selection of an
alternative forum, the sole and exclusive forum for (1) any
derivative action or proceeding brought on its behalf, (2) any
action asserting a claim of breach of a fiduciary duty owed by any
of its directors, officers, or other employees to us or our
stockholders, (3) any action arising pursuant to any provision of
the Delaware General Corporation Law, or the second amended and
restated certificate of incorporation or the amended and restated
bylaws or (4) any other action asserting a claim that is governed
by the internal affairs doctrine shall be the Court of Chancery of
the State of Delaware (or, if the Court of Chancery does not have
jurisdiction, the federal district court for the District of
Delaware), in all cases subject to the court having jurisdiction
over indispensable parties named as defendants. The second amended
and restated certificate of incorporation also provides that the
federal district courts of the U.S. will be the exclusive forum for
resolving any complaint asserting a cause of action arising under
the Securities Act. The exclusive forum provision is applicable to
the fullest extent permitted by applicable law, subject to certain
exceptions. Section 27 of the Exchange Act creates exclusive
federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations
thereunder. As a result, the exclusive forum provision will not
apply to suits brought to enforce any duty or liability created by
the Exchange Act or any other claim for which the federal courts
have exclusive jurisdiction. We note, however, that there is
uncertainty as to whether a court would enforce this provision and
that investors cannot waive compliance with the federal securities
laws and the rules and regulations thereunder. Section 22 of the
Securities Act creates concurrent jurisdiction for state and
federal courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and
regulations thereunder.
Any person or entity purchasing or otherwise acquiring any interest
in any of our securities shall be deemed to have notice of and
consented to this provision. This exclusive-forum provision may
limit a stockholder’s ability to bring a claim in a judicial forum
of its choosing for disputes with us or our directors, officers, or
other employees, which may discourage lawsuits against us and our
directors, officers, and other employees. If a court were to find
the exclusive-forum provision be inapplicable or unenforceable in
an action, we may incur additional costs associated with resolving
the dispute in other jurisdictions, which could harm its results of
operations.
We may be required to take write-downs or write-offs,
restructuring and impairment or other charges that could have a
significant negative effect on our financial condition, results of
operations and stock price, which could cause you to lose some or
all of your investment.
Although we conducted due diligence on Advent, we cannot assure you
that this diligence revealed all material issues that may be
present in Advent’s business, that it would be possible to uncover
all material issues through a customary amount of due diligence, or
that factors outside of our control will not later arise. As a
result, the company may be forced to later write-down or write-off
assets, restructure our operations, or incur impairment or other
charges that could result in losses. Even if the due diligence
successfully identified certain risks, unexpected risks may arise
and previously known risks may materialize in a manner not
consistent with our preliminary risk analysis. Even though these
charges may be non-cash items and not have an immediate impact on
our liquidity, the fact that the company reports charges of this
nature could contribute to negative market perceptions about the
Company or our securities. Accordingly, our stockholders could
suffer a reduction in the value of their shares. Such stockholders
are unlikely to have a remedy for such reduction in value unless
they are able to successfully claim that the reduction was due to
the breach by our officers or directors of a duty of care or other
fiduciary duty owed to them, or if they are able to successfully
bring a private claim under securities laws that the Proxy
Statement / Prospectus relating to the business combination
contained an actionable material misstatement or material
omission.
An active market for our securities may not develop, which
would adversely affect the liquidity and price of our
securities.
The price of our securities may vary significantly due to factors
specific to our business as well as to general market or economic
conditions. Furthermore, an active trading market for our
securities may never develop or, if developed, it may not be
sustained. You may be unable to sell your securities unless a
market can be established and sustained.
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.
Our securities are currently listed on Nasdaq. However, we cannot
assure you that our securities will continue to be listed on Nasdaq
in the future. In order to continue listing its securities on
Nasdaq, we must meet certain financial and liquidity criteria to
maintain such listing. If we violate Nasdaq’s listing requirements,
or if we fail to meet any of Nasdaq’s listing standards, our common
stock may be delisted. In addition, our board of directors may
determine that the cost of maintaining our listing on a national
securities exchange outweighs the benefits of such listing. A
delisting of our common stock from Nasdaq may materially impair our
stockholders’ ability to buy and sell our common stock and could
have an adverse effect on the market price of, and the efficiency
of the trading market for, our common stock. We cannot assure you
that we will be able to meet those initial listing requirements at
all times.
If Nasdaq delists our securities from trading on its exchange and
we are not able to list our securities on another national
securities exchange, we expect our securities could be quoted on an
over-the-counter market. If this were to occur, we could face
significant material adverse consequences, including:
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a limited availability
of market quotations for its securities; |
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reduced liquidity for
its securities; |
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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; |
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a limited amount of news
and analyst coverage; and |
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a decreased ability to
issue additional securities or obtain additional financing in the
future. |
Our common stock price may change significantly and you could
lose all or part of your investment as a result.
The trading price of our common stock is likely to be volatile. The
stock market recently has experienced extreme volatility. This
volatility often has been unrelated or disproportionate to the
operating performance of particular companies. You may not be able
to resell your shares of our common stock at an attractive price
due to a number of factors such as those listed in “Risk Factors
Relating to Our Operations and Business” and the following:
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results of operations
that vary from the expectations of securities analysts and
investors; |
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results of operations
that vary from our competitors; |
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changes in expectations
as to our future financial performance, including financial
estimates and investment recommendations by securities analysts and
investors; |
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declines in the market
prices of stocks generally; |
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strategic actions by us
or our competitors; |
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announcements by us or
our competitors of significant contracts, acquisitions, joint
ventures, other strategic relationships or capital
commitments; |
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any significant change
in our management; |
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changes in general
economic or market conditions or trends in our industry or
markets; |
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changes in business or
regulatory conditions, including new laws or regulations or new
interpretations of existing laws or regulations applicable to our
business; |
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future sales of our
common stock or other securities; |
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investor perceptions of
the investment opportunity associated with our common stock
relative to other investment alternatives; |
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the public’s response to
press releases or other public announcements by us or third
parties, including our filings with the SEC; |
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litigation involving us,
our industry, or both, or investigations by regulators into our
operations or those of our competitors; |
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guidance, if any, that
we provide to the public, any changes in this guidance or our
failure to meet this guidance; |
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the development and
sustainability of an active trading market for our common
stock; |
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actions by institutional
or activist stockholders; |
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changes in accounting
standards, policies, guidelines, interpretations or principles;
and |
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other events or factors,
including those resulting from pandemics, natural disasters, war,
acts of terrorism or responses to these events. |
These broad market and industry fluctuations may adversely affect
the market price of our common stock, regardless of our actual
operating performance. In addition, price volatility may be greater
if the public float and trading volume of our common stock is
low.
In the past, following periods of market volatility, stockholders
have instituted securities class action litigation. If we were
involved in securities litigation, it could have a substantial cost
and divert resources and the attention of executive management from
our business regardless of the outcome of such litigation.
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 intend to retain future earnings, if any, for future operations,
expansion and debt repayment and there are no current plans to pay
any cash dividends for the foreseeable future. The declaration,
amount and payment of any future dividends on shares of common
stock will be at the sole discretion of the board of directors. The
board of directors may take into account general and economic
conditions, our financial condition and results of operations, our
available cash and current and anticipated cash needs, capital
requirements, contractual, legal, tax and regulatory restrictions,
implications of the payment of dividends by us to our stockholders
or by its subsidiaries to it and such other factors as the board of
directors may deem relevant. As a result, you may not receive any
return on an investment in our common stock unless you sell your
common stock for a price greater than that which you paid for
it.
Our stockholders may experience dilution in the
future.
The percentage of shares of our common stock owned by current
stockholders may be diluted in the future because of equity
issuances for acquisitions, capital market transactions or
otherwise, including, without limitation, equity awards that we may
grant to its directors, officers and employees, or exercise of
warrants. Such issuances may have a dilutive effect on our earnings
per share, which could adversely affect the market price of our
common stock.
If securities or industry analysts do not publish research or
reports about our business, if they change their recommendations
regarding our common stock or if our operating results do not meet
their expectations, our common stock price and trading volume could
decline.
The trading market for our common stock will depend in part on the
research and reports that securities or industry analysts publish
about us or our businesses. If no securities or industry analysts
commence coverage of us or our business, the trading price for our
common stock could be negatively impacted. In the event securities
or industry analysts initiate coverage, if one or more of the
analysts who cover us downgrade our securities or publish
unfavorable research about our businesses, or if our operating
results do not meet analyst expectations, the trading price of our
common stock would likely decline. If one or more of these analysts
cease coverage of us or fail to publish reports on us regularly,
demand for our common stock could decrease, which might cause our
common stock price and trading volume to decline.
Future sales, or the perception of future sales, by us or our
stockholders in the public market could cause the market price for
our common stock to decline.
The sale of shares of our common stock in the public market, or the
perception that such sales could occur, could harm the prevailing
market price of shares of our common stock. These sales, or the
possibility that these sales may occur, also might make it more
difficult for us to sell equity securities in the future at a time
and at a price that it deems appropriate.
As of November 30, 2022, we had a total of 51,717,720 shares of our
common stock outstanding. All shares held by public stockholders
prior to the Business Combination and all of the shares issued in
the Business Combination to former stockholders of Advent
Technologies Inc. are freely tradable without registration under
the Securities Act, and without restriction by persons other than
our “affiliates” (as defined under Rule 144 of the Securities Act,
“Rule 144”), including our directors, executive officers and other
affiliates.
The shares of Advent’s common stock reserved for future issuance
under the 2021 Equity Incentive Plan will become eligible for sale
in the public market once those shares are issued, subject to any
applicable vesting requirements, lockup agreements and other
restrictions imposed by law. A total of 6,915,892 shares of common
stock have been reserved for future issuance under the 2021 Equity
Incentive Plan. We filed a registration statement on Form S-8 on
June 10, 2021, which covers the 6,915,892 shares of our common
stock reserved under the 2021 Equity Incentive Plan. We may also
file one or more registration statements on Form S-8 under the
Securities Act to register shares of our common stock or securities
convertible into or exchangeable for shares of our common stock
issued pursuant to any future equity incentive plan that we adopt.
Any such Form S-8 registration statements will automatically become
effective upon filing. Accordingly, shares registered under such
registration statements will be available for sale in the open
market.
In the future, we may also issue our securities in connection with
investments or acquisitions. The amount of shares of our common
stock issued in connection with an investment or acquisition could
constitute a material portion of the then-outstanding shares of our
common stock. Any issuance of additional securities in connection
with investments or acquisitions may result in additional dilution
to our stockholders.
As a public company, we are subject to additional laws,
regulations and stock exchange listing standards, which impose
additional costs on us and may strain our resources and divert our
management’s attention.
Advent previously operated on a private basis and following the
Business Combination it became a wholly-owned subsidiary of a
public company that is subject to the reporting requirements of the
Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street
Reform and Consumer Protection Act of 2010, the listing
requirements of Nasdaq and other applicable securities laws and
regulations. Compliance with these laws and regulations will
increase our legal and financial compliance costs and make some
activities more difficult, time-consuming or costly, which may
strain our resources or divert management’s attention.
We are an emerging growth company within the meaning of the
Securities Act, and if we take advantage of certain exemptions from
disclosure requirements available to emerging growth companies,
this could make our securities less attractive to investors and may
make it more difficult to compare our performance with other public
companies.
We are an “emerging growth company” within the meaning of the
Securities Act, as modified by the JOBS Act. We may continue to
take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are
not emerging growth companies including, but not limited to, not
being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in periodic reports
and proxy statements, and exemptions from the requirements of
holding a nonbinding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not
previously approved. As a result, our stockholders may not have
access to certain information they may deem important. We cannot
predict whether investors will find securities issued by us less
attractive because we will rely on these exemptions. If some
investors find those securities less attractive as a result of its
reliance on these exemptions, the trading prices of our securities
may be lower than they otherwise would be, there may be a less
active trading market for our securities and the trading prices of
our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth
companies from being required to comply with new or revised
financial accounting standards until private companies (that is,
those that have not had a Securities Act registration statement
declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or
revised financial accounting standards. The JOBS Act provides that
a company can elect to opt out of the extended transition period
and comply with the requirements that apply to non-emerging growth
companies but any such election to opt out is irrevocable. We have
elected not to opt out of such extended transition period, which
means that when a standard is issued or revised and it has
different application dates for public or private companies, we, as
an emerging growth company, can adopt the new or revised standard
at the time private companies adopt the new or revised standard.
This may make comparison of our financial statements with another
public company that is neither an emerging growth company nor an
emerging growth company that has opted out of using the extended
transition period difficult or impossible because of the potential
differences in accountant standards used.
We may redeem unexpired public warrants prior to their
exercise at a time that is disadvantageous for warrant
holders.
We will have the ability to redeem outstanding public warrants at
any time after they become exercisable and prior to their
expiration, at a price of $0.01 per warrant, provided that the
last reported sales price of our common stock equals or exceeds
$18.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading
days within a 30 trading-day period ending on the third trading day
prior to the date we send the notice of redemption to the warrant
holders. If and when the public warrants become redeemable by us,
we may exercise our redemption right when the registration
statement to which this prospectus forms a part comes into effect
with respect to the shares of common stock underlying such
warrants. Redemption of the outstanding public warrants could force
you to: (1) exercise your warrants and pay the related exercise
price at a time when it may be disadvantageous for you to do so;
(2) sell your warrants at the then-current market price when you
might otherwise wish to hold your warrants; or (3) accept the
nominal redemption price which, at the time the outstanding public
warrants are called for redemption, is likely to be substantially
less than the market value of your warrants. None of the placement
warrants or working capital warrants will be redeemable by us for
cash so long as they are held by our sponsor or its permitted
transferees.
Changes in accounting standards and subjective assumptions,
estimates and judgments by management related to complex accounting
matters could significantly affect our financial condition and
results of operations.
Accounting principles and related pronouncements, implementation
guidelines and interpretations we apply to a wide range of matters
that are relevant to our business, including, but not limited to,
revenue recognition, leases and stock-based compensation, are
complex and involve subjective assumptions, estimates and judgments
by our management. Changes in accounting pronouncements or their
interpretation or changes in underlying assumptions, estimates or
judgments by our management could significantly change our reported
or expected financial performance.
The exercise of Warrants for our common stock would increase
the number of shares eligible for future resale in the public
market and result in dilution to our stockholders.
As of September 30, 2022, we had Warrants to purchase an aggregate
of 26,369,557 shares of our common stock outstanding. To the extent
remaining Warrants are exercised, additional shares of common stock
will be issued, which will result in dilution to the then-existing
holders of common stock and increase the number of shares eligible
for resale in the public market. Sales of substantial numbers of
such shares in the public market or the fact that such Warrants may
be exercised could adversely affect the market price of our common
stock.
The valuation of our Warrants could increase the volatility in our
net income (loss) in our consolidated statements of earnings
(loss).
The change in
fair value of our Warrants is the result of changes in stock price
and Warrants outstanding at each reporting period. The Change in
Fair Value of Warrant Liabilities represents the mark-to-market
fair value adjustments to the outstanding Warrants issued in
connection with the initial public offering of ACMI and the
concurrent private placement. Significant changes in our stock
price or number of Warrants outstanding may adversely affect our
net income (loss) in our consolidated statements of earnings
(loss).
USE OF PROCEEDS
All of the securities offered by the Selling Securityholders
(including shares of common stock underlying warrants) pursuant to
this prospectus will be sold by the Selling Securityholders for
their respective amounts. We will not receive any of the proceeds
from these sales. We will receive up to an aggregate of
approximately $303.2 million from the exercise of all public
warrants, placement warrants, and working capital warrants,
assuming the exercise in full of all such warrants for cash.
Unless we inform you otherwise in a prospectus supplement or free
writing prospectus, we intend to use the net proceeds from the
exercise of the warrants for general corporate purposes including,
but not limited to, working capital for operations, capital
expenditures and future acquisitions. There is no assurance that
the holders of the warrants will elect to exercise any or all of
the warrants. To the extent that the warrants are exercised on a
“cashless basis,” the amount of cash we would receive from the
exercise of the warrants will decrease.
The Selling Securityholders will pay any underwriting discounts and
commissions and expenses incurred by the Selling Securityholders
for brokerage, accounting, tax or legal services or any other
expenses incurred by the Selling Securityholders in disposing of
the securities. We will bear the costs, fees and expenses incurred
in effecting the registration of the securities covered by this
prospectus, including all registration and filing fees, Nasdaq
listing fees and fees and expenses of our counsel and our
independent registered public accounting firm.
SECURITIES ACT RESTRICTIONS ON
RESALE OF SECURITIES
Rule
144
Pursuant to Rule 144 under the Securities Act (“Rule 144”), a
person who has beneficially owned restricted shares of our common
stock or our warrants for at least six months would be entitled to
sell their securities provided that (1) such person is not deemed
to have been an affiliate of us at the time of, or at any time
during the three months preceding, a sale and (2) we are subject to
the Exchange Act periodic reporting requirements for at least three
months before the sale and have filed all required reports under
Section 13 or 15(d) of the Exchange Act during the 12 months (or
such shorter period as we were required to file reports) preceding
the sale.
Persons who have beneficially owned restricted shares of our common
stock or our warrants for at least six months but who are
affiliates of us at the time of, or at any time during the three
months preceding, a sale, would be subject to additional
restrictions, by which such person would be entitled to sell within
any three-month period only a number of securities that does not
exceed the greater of:
|
● |
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. |
Sales by our affiliates under Rule 144 are also limited by manner
of sale provisions and notice requirements and to the availability
of current public information about us.
Restrictions on the Use of Rule 144 by Shell Companies or Former
Shell Companies
Rule 144 is generally not available for the resale of securities
initially issued by shell companies or issuers that have been at
any time previously a shell company. However, Rule 144 also
includes an important exception to this prohibition if the
following conditions are met:
|
● |
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. |
As of November 30, 2022, we had 51,717,720 shares of common stock
issued and outstanding. In addition, as of November 30, 2022, we
have reserved a total of 6,915,892 shares of common stock for
issuance under our 2021 Equity Incentive Plan and up to 26,369,557
shares of common stock for issuance upon exercise of the warrants.
As of November 30, 2022, there were 26,369,557 warrants outstanding
consisting of 22,029,279 public warrants, 3,940,278 placement
warrants and 400,000 working capital warrants. Each of our warrants is exercisable
for one share of common stock at an exercise price of $11.50 per
share. The public warrants are freely tradeable and subject to
redemption as described elsewhere herein.
While we were formed as a shell company, since the completion of
the Business Combination we are no longer a shell company, and so,
once the conditions set forth in the exceptions listed above are
satisfied, Rule 144 will become available for the resale of the
above noted restricted securities.
Form
S-8 Registration Statement
The shares of Advent’s common stock reserved for future issuance
under the 2021 Equity Incentive Plan will become eligible for sale
in the public market once those shares are issued, subject to any
applicable vesting requirements, lockup agreements and other
restrictions imposed by law. A total of 6,915,892 shares of common
stock have been reserved for future issuance under the 2021 Equity
Incentive Plan. We filed a registration statement on Form S-8 on
June 10, 2021, which covers the 6,915,892 shares of our common
stock reserved under the 2021 Equity Incentive Plan. We may file
one or more registration statements on Form S-8 under the
Securities Act to register shares of our common stock or securities
convertible into or exchangeable for shares of our common stock
issued pursuant any future equity incentive plan that is adopted.
Any such Form S-8 registration statements will automatically become
effective upon filing. Accordingly, shares registered under such
registration statements will be available for sale in the open
market.
SELLING SECURITYHOLDERS
This prospectus relates to the resale by the Selling
Securityholders from time to time of up to 33,363,466 shares of our
common stock (including 3,940,278 shares of common stock that may
be issued upon exercise of the placement warrants and 400,000
shares of common stock that may be issued upon exercise of the
working capital warrants) and 4,340,278 warrants. The Selling
Securityholders may from time to time offer and sell any or all of
the common stock and warrants set forth below pursuant to this
prospectus and any accompanying prospectus supplement. When we
refer to the “Selling Securityholders” in this prospectus, we mean
the persons listed in the table below, and the pledgees, donees,
transferees, assignees, successors, designees and others who later
come to hold any of the Selling Securityholders’ interest in the
common stock or warrants other than through a public sale.
The following table sets forth, as of the date of this prospectus,
the names of the Selling Securityholders, the aggregate number of
shares of common stock and warrants beneficially owned, the
aggregate number of shares of common stock and warrants that the
Selling Securityholders may offer pursuant to this prospectus and
the number of shares of common stock and warrants beneficially
owned by the Selling Securityholders after the sale of the
securities offered hereby. We have based percentage ownership on
51,717,720 shares of common stock outstanding as of November 30,
2022.
We have determined beneficial ownership in accordance with the
rules of the SEC and the information is not necessarily indicative
of beneficial ownership for any other purpose. Unless otherwise
indicated below, to our knowledge, the persons and entities named
in the tables have sole voting and sole investment power with
respect to all securities that they beneficially own, subject to
community property laws where applicable.
We cannot advise you as to whether the Selling Securityholders will
in fact sell any or all of such common stock or warrants. In
addition, the Selling Securityholders may sell, transfer or
otherwise dispose of, at any time and from time to time, the common
stock and warrants in transactions exempt from the registration
requirements of the Securities Act after the date of this
prospectus. For purposes of this table, we have assumed that the
Selling Securityholders will have sold all of the securities
covered by this prospectus upon the completion of the offering.
Selling Securityholder information for each additional Selling
Securityholder, if any, will be set forth by prospectus supplement
to the extent required prior to the time of any offer or sale of
such Selling Securityholder’s shares pursuant to this prospectus.
Any prospectus supplement may add, update, substitute, or change
the information contained in this prospectus, including the
identity of each Selling Securityholder and the number of shares
registered on its behalf. A Selling Securityholder may sell or
otherwise transfer all, some or none of such shares in this
offering. See “Plan of Distribution.”
Unless otherwise indicated below, the address of each beneficial
owner listed in the tables below is 200 Clarendon Street, Boston,
MA 02116.
Selling Securityholders
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) |
|
|
956,418 |
|
|
|
416,406 |
|
|
|
956,418 |
|
|
|
416,406 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Dov Lader(15) |
|
|
478,109 |
|
|
|
208,203 |
|
|
|
478,109 |
|
|
|
208,203 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Daniel Zier(16) |
|
|
191,243 |
|
|
|
83,281 |
|
|
|
191,243 |
|
|
|
83,281 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
2012 Lewnowski Family Trust UAD
12/19/2012(17) |
|
|
2,898,579 |
|
|
|
1,262,249 |
|
|
|
2,898,579 |
|
|
|
1,262,249 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
AMCI Sponsor LLC(18) |
|
|
4,844,148 |
|
|
|
2,370,139 |
|
|
|
4,844,148 |
|
|
|
2,370,139 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
William Hunter(19) |
|
|
100,000 |
|
|
|
- |
|
|
|
100,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Brian Beem(20) |
|
|
100,000 |
|
|
|
- |
|
|
|
100,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Nimesh Patel(21) |
|
|
100,000 |
|
|
|
- |
|
|
|
100,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Gary Uren(22) |
|
|
35,000 |
|
|
|
- |
|
|
|
35,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Lawrence M. Clark,
Jr.(23) |
|
|
35,000 |
|
|
|
- |
|
|
|
35,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Jason Grant(24) |
|
|
35,000 |
|
|
|
- |
|
|
|
35,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Patrick Murphy(25) |
|
|
80,000 |
|
|
|
- |
|
|
|
80,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vassilios Gregoriou(26) |
|
|
5,465,506 |
|
|
|
- |
|
|
|
5,465,506 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Christos Kaskavelis(27) |
|
|
3,704,113 |
|
|
|
- |
|
|
|
3,704,113 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Emory De Castro(28) |
|
|
2,124,999 |
|
|
|
- |
|
|
|
2,124,999 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
James F. Coffey(29) |
|
|
590,705 |
|
|
|
- |
|
|
|
590,705 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
F.E.R. fischer Edelstahlrohre
GmbH(30) |
|
|
5,124,846 |
|
|
|
- |
|
|
|
5,124,846 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
(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) |
The
address of D.E. Shaw Valence Portfolios, L.L.C. is 1166 Avenue of
the Americas, New York, New York 10036. |
|
(5) |
The
address of Apollo Asset Ltd. is 34 Avenue De L’Annunciade, 98000
Monaco, MC. |
|
(6) |
The
address of D.E. Shaw Oculus Portfolios, L.L.C. 1166 Avenue of the
Americas, New York, New York 10036. |
|
(7) |
The
address of Delphi Global is Professor Kohts VEI 9, PO Box 484, 1327
Lysaker, Norway. |
|
(8) |
The
address of Glazer Capital LLC is 250 West 55th Street, Suite 30A,
New York, New York 10019. |
|
(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) |
Consists of securities held by Orion prior to the Business
Combination. The address of Istvan Zollei is 425 West 53rd Street,
TH# 409, New York, New York 10019. |
|
(15) |
Consists of securities held by Orion prior to the Business
Combination. The address of Dov Lader is 598 Barnard Avenue,
Woodmere, New York, 11598. |
|
(16) |
Consists of securities held by Orion prior to the Business
Combination. The address of Daniel Zier is 1050 S Josephine Street,
Denver, Colorado 80209. |
|
(17) |
Consists of securities held by Orion prior to the Business
Combination. The address of the 2012 Lewnowski Family Trust UAD
12/19/2012 is 75 Stuyvesant Avenue, Rye, New York 10580. |
|
(18) |
Consists of securities held by Orion prior to the Business
Combination. The address of AMCI Sponsor LLC is 1501 Ligonier
Street, Suite 370, Latrobe, PA 15650. |
|
(19) |
The
address of William Hunter is 200 Clarendon Street, Boston, MA
02116. |
|
(20) |
The
address of Brian Beem is 1501 Ligonier Street, Suite 370, Latrobe,
PA 15650. |
|
(21) |
The
address of Nimesh Patel is 1501 Ligonier Street, Suite 370,
Latrobe, PA 15650. |
|
(22) |
The
address of Gary Uren is 1501 Ligonier Street, Suite 370, Latrobe,
PA 15650. |
|
(23) |
The
address of Lawrence M. Clark, Jr. is 200 Clarendon Street, Boston,
MA 02116. |
|
(24) |
The
address of Jason Grant is 1501 Ligonier Street, Suite 370, Latrobe,
PA 15650. |
|
(25) |
The
address of Patrick Murphy is 1501 Ligonier Street, Suite 370,
Latrobe, PA 15650. |
|
(26) |
The
address of Vassilios Gregoriou is 200 Clarendon Street, Boston, MA
02116. |
|
(27) |
The
address of Christos Kaskavelis is 200 Clarendon Street, Boston, MA
02116. |
|
(28) |
The
address of Emory De Castro is 200 Clarendon Street, Boston, MA
02116. |
|
(29) |
The
address of James F. Coffey is 200 Clarendon Street, Boston, MA
02116. |
|
(30) |
Pursuant to a Schedule 13G filed with the SEC on September 9, 2021,
all shares are held of record by Fischer GmbH. Fischer GmbH has
shares voting and dispositive power over such shares. Fischer GmbH
is 100% owned by fischer group SE & Co. KG (“Fischer KG”).
Johann Fischer holds an interest and 51% of the voting power in
Fischer KG. The remaining interests in Fischer KG are held by
Hans-Peter Fischer, Roland Fischer and Michaela Behrle. The
business address for such entities and persons is Im Gewerbegebiet
7, 77855 Achern-Fautenbach, Germany. |
Listing of Common Stock
Our common stock and warrants are currently listed on Nasdaq under
the symbols “ADN” and “ADNWW”, respectively.
PLAN OF DISTRIBUTION
We are registering the issuance by us of up to an aggregate of
22,029,279 shares of common stock that are issuable upon exercise
of the public warrants, 3,940,278 shares of common stock that are
issuable upon exercise of the placement warrants and 400,000 shares
of common stock that are issuable upon exercise of the working
capital warrants. We are also registering the offer and sale, from
time to time, by the Selling Securityholders of up to 33,363,466
shares of common stock and up to 4,340,278 placement warrants and
working capital warrants.
We will not receive any of the proceeds from the sale of the
securities by the Selling Securityholders. The aggregate proceeds
to the Selling Securityholders will be the purchase price of the
securities less any discounts and commissions borne by the Selling
Securityholders.
The Selling Securityholders will pay any underwriting discounts and
commissions and expenses incurred by the Selling Securityholders
for brokerage, accounting, tax or legal services or any other
expenses incurred by the Selling Securityholders in disposing of
the securities. We will bear all other costs, fees and expenses
incurred in effecting the registration of the securities covered by
this prospectus, including, without limitation, all registration
and filing fees, Nasdaq listing fees and fees and expenses of our
counsel and our independent registered public accountants.
The securities beneficially owned by the Selling Securityholders
covered by this prospectus may be offered and sold from time to
time by the Selling Securityholders. The term “Selling
Securityholders” includes donees, pledgees, transferees or other
successors in interest selling securities received after the date
of this prospectus from a Selling Securityholder as a gift, pledge,
partnership distribution or other transfer. The Selling
Securityholders will act independently of us in making decisions
with respect to the timing, manner and size of each sale. Such
sales may be made on one or more exchanges or in the
over-the-counter market or otherwise, at prices and under terms
then prevailing or at prices related to the then current market
price or in negotiated transactions. Each Selling Securityholder
reserves the right to accept and, together with its respective
agents, to reject, any proposed purchase of securities to be made
directly or through agents. The Selling Securityholders and any of
their permitted transferees may sell their securities offered by
this prospectus on any stock exchange, market or trading facility
on which the securities are traded or in private transactions. If
underwriters are used in the sale, such underwriters will acquire
the shares for their own account. These sales may be at a fixed
price or varying prices, which may be changed, or at market prices
prevailing at the time of sale, at prices relating to prevailing
market prices or at negotiated prices. The securities may be
offered to the public through underwriting syndicates represented
by managing underwriters or by underwriters without a syndicate.
The obligations of the underwriters to purchase the securities will
be subject to certain conditions. The underwriters will be
obligated to purchase all the securities offered if any of the
securities are purchased.
Subject to the limitations set forth in any applicable registration
rights agreement, the Selling Securityholders may use any one or
more of the following methods when selling the securities offered
by this prospectus:
|
● |
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. |
In addition, a Selling Securityholder that is an entity may elect
to make a pro rata in-kind distribution of securities to its
members, partners or stockholders pursuant to the registration
statement of which this prospectus is a part by delivering a
prospectus with a plan of distribution. Such members, partners or
stockholders would thereby receive freely tradeable securities
pursuant to the distribution through a registration statement. To
the extent a distributee is an affiliate of ours (or to the extent
otherwise required by law), we may file a prospectus supplement in
order to permit the distributees to use the prospectus to resell
the securities acquired in the distribution.
There can be no assurance that the Selling Securityholders will
sell all or any of the securities offered by this prospectus. In
addition, the Selling Securityholders may also sell securities
under Rule 144 under the Securities Act, if available, or in other
transactions exempt from registration, rather than under this
prospectus. The Selling Securityholders have the sole and absolute
discretion not to accept any purchase offer or make any sale of
securities if they deem the purchase price to be unsatisfactory at
any particular time.
The Selling Securityholders also may transfer the securities in
other circumstances, in which case the transferees, pledgees or
other successors-in-interest will be the selling beneficial owners
for purposes of this prospectus. Upon being notified by a Selling
Securityholder that a donee, pledgee, transferee, other
successor-in-interest intends to sell our securities, we will, to
the extent required, promptly file a supplement to this prospectus
to name specifically such person as a selling securityholder.
With respect to a particular offering of the securities held by the
Selling Securityholders, to the extent required, an accompanying
prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this prospectus is
part, will be prepared and will set forth the following
information:
|
● |
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. |
In connection with distributions of the securities or otherwise,
the Selling Securityholders may enter into hedging transactions
with broker-dealers or other financial institutions. In connection
with such transactions, broker-dealers or other financial
institutions may engage in short sales of the securities in the
course of hedging the positions they assume with Selling
Securityholders. The Selling Securityholders may also sell the
securities short and redeliver the securities to close out such
short positions. The Selling Securityholders may also enter into
option or other transactions with broker-dealers or other financial
institutions which require the delivery to such broker-dealer or
other financial institution of securities offered by this
prospectus, which securities such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented
or amended to reflect such transaction). The Selling
Securityholders may also pledge securities to a broker-dealer or
other financial institution, and, upon a default, such
broker-dealer or other financial institution, may effect sales of
the pledged securities pursuant to this prospectus (as supplemented
or amended to reflect such transaction).
In order to facilitate the offering of the securities, any
underwriters or agents, as the case may be, involved in the
offering of such securities may engage in transactions that
stabilize, maintain or otherwise affect the price of our
securities. Specifically, the underwriters or agents, as the case
may be, may over-allot in connection with the offering, creating a
short position in our securities for their own account. In
addition, to cover overallotments or to stabilize the price of our
securities, the underwriters or agents, as the case may be, may bid
for, and purchase, such securities in the open market. Finally, in
any offering of securities through a syndicate of underwriters, the
underwriting syndicate may reclaim selling concessions allotted to
an underwriter or a broker-dealer for distributing such securities
in the offering if the syndicate repurchases previously distributed
securities in transactions to cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the securities above
independent market levels. The underwriters or agents, as the case
may be, are not required to engage in these activities, and may end
any of these activities at any time.
The Selling Securityholders may solicit offers to purchase the
securities directly from, and it may sell such securities directly
to, institutional investors or others. In this case, no
underwriters or agents would be involved. The terms of any of those
sales, including the terms of any bidding or auction process, if
utilized, will be described in the applicable prospectus
supplement.
It is possible that one or more underwriters may make a market in
our securities, but such underwriters will not be obligated to do
so and may discontinue any market making at any time without
notice. We cannot give any assurance as to the liquidity of the
trading market for our securities. Our shares of common stock and
warrants are currently listed on Nasdaq under the symbols “ADN” and
“ADNWW”, respectively.
The Selling Securityholders may authorize underwriters,
broker-dealers or agents to solicit offers by certain purchasers to
purchase the securities at the public offering price set forth in
the prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the
future. The contracts will be subject only to those conditions set
forth in the prospectus supplement, and the prospectus supplement
will set forth any commissions we or the Selling Securityholders
pay for solicitation of these contracts.
A Selling Securityholder may enter into derivative transactions
with third parties, or sell securities not covered by this
prospectus to third parties in privately negotiated transactions.
If the applicable prospectus supplement indicates, in connection
with those derivatives, the third parties may sell securities
covered by this prospectus and the applicable prospectus
supplement, including in short sale transactions. If so, the third
party may use securities pledged by any Selling Securityholder or
borrowed from any Selling Securityholder or others to settle those
sales or to close out any related open borrowings of stock, and may
use securities received from any Selling Securityholder in
settlement of those derivatives to close out any related open
borrowings of stock. The third party in such sale transactions will
be an underwriter and will be identified in the applicable
prospectus supplement (or a post-effective amendment). In addition,
any Selling Securityholder may otherwise loan or pledge securities
to a financial institution or other third party that in turn may
sell the securities short using this prospectus. Such financial
institution or other third party may transfer its economic short
position to investors in our securities or in connection with a
concurrent offering of other securities.
In effecting sales, broker-dealers or agents engaged by the Selling
Securityholders may arrange for other broker-dealers to
participate. Broker-dealers or agents may receive commissions,
discounts or concessions from the Selling Securityholders in
amounts to be negotiated immediately prior to the sale.
In compliance with the guidelines of the Financial Industry
Regulatory Authority (“FINRA”), the aggregate maximum discount,
commission, fees or other items constituting underwriting
compensation to be received by any FINRA member or independent
broker-dealer will not exceed 8% of the gross proceeds of any
offering pursuant to this prospectus and any applicable prospectus
supplement.
If at the time of any offering made under this prospectus a member
of FINRA participating in the offering has a “conflict of interest”
as defined in FINRA Rule 5121 (“Rule 5121”), that offering will be
conducted in accordance with the relevant provisions of Rule
5121.
To our knowledge, there are currently no plans, arrangements or
understandings between the Selling Securityholders and any
broker-dealer or agent regarding the sale of the securities by the
Selling Securityholders. Upon our notification by a Selling
Securityholder that any material arrangement has been entered into
with an underwriter or broker-dealer for the sale of securities
through a block trade, special offering, exchange distribution,
secondary distribution or a purchase by an underwriter or
broker-dealer, we will file, if required by applicable law or
regulation, a supplement to this prospectus pursuant to Rule 424(b)
under the Securities Act disclosing certain material information
relating to such underwriter or broker-dealer and such
offering.
Underwriters, broker-dealers or agents may facilitate the marketing
of an offering online directly or through one of their affiliates.
In those cases, prospective investors may view offering terms and a
prospectus online and, depending upon the particular underwriter,
broker-dealer or agent, place orders online or through their
financial advisors.
In offering the securities covered by this prospectus, the Selling
Securityholders and any underwriters, broker-dealers or agents who
execute sales for the Selling Securityholders may be deemed to be
“underwriters” within the meaning of the Securities Act in
connection with such sales. Any discounts, commissions, concessions
or profit they earn on any resale of those securities may be
underwriting discounts and commissions under the Securities
Act.
The underwriters, broker-dealers and agents may engage in
transactions with us or the Selling Securityholders, or perform
services for us or the Selling Securityholders, in the ordinary
course of business.
In order to comply with the securities laws of certain states, if
applicable, the securities must be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in
certain states the securities may not be sold unless they have been
registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is
available and is complied with.
The Selling Securityholders and any other persons participating in
the sale or distribution of the securities will be subject to
applicable provisions of the Securities Act and the Exchange Act,
and the rules and regulations thereunder, including, without
limitation, Regulation M. These provisions may restrict certain
activities of, and limit the timing of purchases and sales of any
of the securities by, the Selling Securityholders or any other
person, which limitations may affect the marketability of the
shares of the securities.
We will make copies of this prospectus available to the Selling
Securityholders for the purpose of satisfying the prospectus
delivery requirements of the Securities Act. The Selling
Securityholders may indemnify any agent, broker-dealer or
underwriter that participates in transactions involving the sale of
the securities against certain liabilities, including liabilities
arising under the Securities Act.
We have agreed to indemnify the Selling Securityholders against
certain liabilities, including certain liabilities under the
Securities Act, the Exchange Act or other federal or state law.
Agents, broker-dealers and underwriters may be entitled to
indemnification by us and the Selling Securityholders against
certain civil liabilities, including liabilities under the
Securities Act, or to contribution with respect to payments which
the agents, broker-dealers or underwriters may be required to make
in respect thereof.
LEGAL MATTERS
Manatt, Phelps & Philips LLP and Ropes & Gray LLP passed
upon certain legal matters relating to the issuance and sale of the
securities offered hereby on behalf of the Company.
EXPERTS
The consolidated financial statements of Advent Technologies
Holdings, Inc. appearing in Advent Technologies Holdings, Inc.’s
Annual Report (Form 10-K) for the year ended December 31, 2021,
have been audited by Ernst & Young (Hellas) Certified Auditors
Accountants S.A., independent registered public accounting firm, as
set forth in their report thereon, included therein, and
incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon
such report given on the authority of such firm as experts in
accounting and auditing. Ernst & Young (Hellas) Certified
Auditors Accountants S.A. is located at Chimarras 8B, 15125,
Maroussi, Athens, Greece and is registered as a corporate body with
the public register for company auditors-accountants kept with the
Body of Certified Auditors-Accountants, or SOEL, Greece with
registration number 107.
The
consolidated financial statements of Advent Technologies A/S as at
December 31, 2020, and for each of the two years in the period
ended December 31, 2020 appearing in Advent Technologies Holdings,
Inc.’s Amendment No. 3 to Current Report on Form 8-K dated March
31, 2022 have been audited by Ernst & Young (Hellas) Certified
Auditors Accountants S.A., independent auditors, as set forth in
their report included therein and incorporated by herein by
reference. Such financial statements have been incorporated herein
by reference in reliance upon such report given on the authority of
such firm as experts in accounting and auditing. The financial
statements of Advent Technologies GmbH as at December 31, 2020, and
for each of the two years in the period ended December 31, 2020
appearing in Advent Technologies Holdings, Inc.’s Amendment No. 3
to Current Report on Form 8-K dated March 31, 2022 have been
audited by Ernst & Young (Hellas) Certified Auditors
Accountants S.A., independent auditors, as set forth in their
report included therein and incorporated by herein by reference.
Such financial statements have been incorporated herein by
reference in reliance upon such report given on the authority of
such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE
INFORMATION; INCORPORATION OF DOCUMENTS BY REFERENCE
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. We have also filed a registration
statement on Form S-3, including exhibits, under the Securities
Act, with respect to the common stock and warrants offered by this
prospectus. This prospectus is part of the registration statement,
but does not contain all of the information included in the
registration statement or the exhibits. Our SEC filings are
available to the public on the internet at a website maintained by
the SEC located at http://www.sec.gov.
We also maintain an Internet website at http://www.advent.energy.
Through our website, we make available, free of charge, the
following documents as soon as reasonably practicable after they
are electronically filed with, or furnished to, the SEC: our Annual
Reports on Form 10-K; our proxy statements for our annual and
special shareholder meetings; our Quarterly Reports on Form 10-Q;
our Current Reports on Form 8-K; Forms 3, 4 and 5 and Schedules
13D; and amendments to those documents. The information contained
on, or that may be accessed through, our website is not part of,
and is not incorporated into, this prospectus.
The SEC rules allow us to “incorporate by reference” information
into this prospectus, which means that we can disclose important
information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference
is deemed to be part of this prospectus, and subsequent information
that we file with the SEC will automatically update and supersede
that information. Any statement contained in this prospectus or a
previously filed document incorporated by reference will be deemed
to be modified or superseded for purposes of this prospectus to the
extent that a statement contained in this prospectus or a
subsequently filed document incorporated by reference modifies or
replaces that statement.
This prospectus and any accompanying prospectus supplement
incorporate by reference the documents set forth below that have
previously been filed with the SEC:
|
● |
our
Annual Report on
Form 10-K for the fiscal year ended December 31, 2021, filed
with the SEC on March 31, 2022 (the “Annual Report”); |
|
● |
our
Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2022,
June 30, 2022 and
September 30, 2022, filed with the SEC on May 12, 2022, August
9, 2022, and November 14, 2022, respectively; |
|
● |
our
Current Reports on Form 8-K or 8-K/A, as applicable, filed with the
SEC on
January 28, 2022,
March 31, 2022,
April 13, 2022,
June 3, 2022,
June 14, 2022,
June 16, 2022,
June 17, 2022,
July 22, 2022,
September 2, 2022, and
November 4, 2022 (in each case, excluding Items 2.02 and 7.01
on Form 8-K and Item 9.01 related thereto); and |
|
● |
the
description of our common stock contained in our registration
statement on
Form 8-A, filed with the SEC on November 14, 2018, as amended
by our Current Reports on
Form 8-K filed with the SEC on February 9, 2021 (File No.:
001-28742), and any amendment or report filed with the SEC for the
purpose of updating such description, including Exhibit 4.4 to the
Annual Report. |
All reports and other documents that we subsequently file pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the termination of this offering, including all such documents that
we may file with the SEC after the date of the initial registration
statement and prior to the effectiveness of the registration
statement, but excluding any information furnished to, rather than
filed with, the SEC, will also be incorporated by reference into
this prospectus and deemed to be part of this prospectus from the
date of the filing of such reports and documents.
You may request additional free copies of this prospectus and a
free copy of any documents incorporated by reference in this
prospectus you should contact us by telephone or in writing:
Advent Technologies Holdings, Inc.
Corporate Secretary
200 Clarendon Street
Boston, MA 02116
(617) 655-6000
ADVENT TECHNOLOGIES HOLDINGS,
INC.
Primary Offering Of
26,369,557 Shares of Common
Stock
Secondary Offering of
33,363,466 Shares of Common
Stock
4,340,278 Warrants to
Purchase Common Stock
PROSPECTUS
December 22, 2022
|
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