Advent Technologies Holdings, Inc DEFA14A, filed Sep 22, 2020
Advent Technologies Holdings, Inc. (ADNH)
DEFA14A
2020-09-22
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Added on
October 25, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 22, 2020
AMCI ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-38742
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83-0982969
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1501 Ligonier Street, Suite 370
Latrobe, PA
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15650
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (724)
672-4319
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.0001 per share
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AMCI
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The Nasdaq Stock Market LLC
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Warrants to purchase one share of Common Stock |
AMCIW |
The Nasdaq Stock Market LLC |
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Units, each consisting of one share of Common Stock and one Warrant |
AMCIU |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01. |
Regulation FD Disclosure.
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On September 22, 2020, AMCI Acquisition Corp. (the “Company”) issued a press release to announce that it had entered into a
non-binding letter of intent (the “Letter of Intent”) with an innovation-driven, high-growth, fuel cell technology company (the “Target”) for an initial business
combination. The Target is developing fuel cell technology that the Company believes will be a key to unlocking the hydrogen economy. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Completion of the transaction is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the transaction, satisfaction
of the conditions negotiated therein and approval of the transaction by the Company's stockholders. Accordingly, there can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01,
including Exhibit 99.1.
Forward-Looking Statements
Certain statements made herein are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that
are not statements of historical matters. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on
forward-looking statements. Due to known and unknown risks, actual results may differ materially from the Company’s expectations or projections. The following factors, among others, could cause actual results to differ materially from those
described in these forward-looking statements: the occurrence of any event, change or other circumstances that could give rise to the terms of the Letter of Intent not hereafter being reflected in a definitive agreement; the ability of the
Company to meet Nasdaq listing standards following the transaction and in connection with the consummation thereof; the inability to complete the transactions contemplated by the Letter of Intent and any definitive agreement entered into by the
parties due to the failure to obtain approval of the stockholders of the Company or other reasons; the failure to obtain the necessary financing for the transaction; the failure to meet projected development and production targets; costs related
to the proposed transaction; changes in applicable laws or regulations; the ability of the combined company to meet its financial and strategic goals, due to, among other things, competition, the ability of the combined company to pursue a growth
strategy and manage growth profitability; the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; the effect of the COVID-19 pandemic on the Company and the target and their
ability to enter into a definitive agreement for the transaction or to consummate the transaction; and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other
public filings with the Securities and Exchange Commission (the “SEC”) by the Company.
Additional information concerning these and other factors that may impact the Company’s expectations and projections can be found in the Company’s periodic filings with
the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, the preliminary proxy statement filed by the Company with the SEC on September 18, 2020 wherein the Company is seeking stockholder approval to extend
the date by which the Company has to consummate a business combination from October 20, 2020 until February 22, 2021 (the “Extension Proxy”), and when filed, the definitive proxy statement for such extension (the “Definitive Extension Proxy”),
and in the preliminary and definitive proxy statements to be filed by the Company with the SEC regarding the transaction when available. The Company's SEC filings are available publicly on the SEC's website at www.sec.gov. The Company disclaims
any obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information about the Transaction and Where to Find It
In connection with the proposed transaction, the Company intends to file a preliminary proxy statement with the SEC and will mail a definitive proxy statement and other
relevant documents to its stockholders. Investors and security holders of the Company are advised to read, when available, the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with the
Company's solicitation of proxies for its stockholders' meeting to be held to approve the transaction because the proxy statement will contain important information about the transaction and the parties to the transaction. The definitive proxy
statement will be mailed to stockholders of the Company as of a record date to be established for voting on the transaction. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC's
website at www.sec.gov or by directing a request to: AMCI Acquisition Corp., 1501 Ligonier Street, Suite 370, Latrobe, PA.
Participants in Solicitation
The Company and the target company and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names, affiliations and
interests in the Company of directors and officers of the Company in the Company's Extension Proxy, which was filed with the SEC on September 18, 2020, and in the Definitive Extension Proxy, when filed. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of proxies to the Company's stockholders in connection with the proposed transaction will be set forth in the proxy statement for the proposed transaction when available. Information
concerning the interests of the Company's and the target companies' participants in the solicitation, which may, in some cases, be different than those of the Company's and the target companies' stockholders generally, will be set forth in the
proxy statement relating to the transaction when it becomes available.
| Item 9.01. |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit Number
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Description
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Press Release, dated September 22, 2020.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: September 22, 2020
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AMCI ACQUISITION CORP.
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By:
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/s/ William Hunter
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Name: William Hunter
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Title: Chief Executive Officer
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Exhibit 99.1
AMCI Acquisition Corp. Enters Into a Non-Binding Letter of Intent to Acquire Next Generation Fuel Cell Technology Company
New York – September 22, 2020 – On July 31, 2020, AMCI Acquisition Corp.
(NASDAQ: AMCI)(the “Company”) entered into a non-binding letter of intent (the “Letter of Intent”) with an innovation-driven, high-growth, fuel cell technology company (the “Target”) for an initial business combination.
The Target is developing fuel cell technology that the Company believes will be a key to unlocking the hydrogen economy. The Company will seek to advance the
development and manufacturing of the Target’s critical components for a diversified range of high-growth new energy markets, including transportation, off-grid, aviation, and the hydrogen economy, to respond to significant and immediate market
opportunities.
The Target is led by an experienced management team that expects to deliver innovative technology through partnerships with internationally recognized research centers.
The Company’s management team believes the Target is an attractive investment opportunity given the Target’s next generation fuel cell technology, which the Company believes will be an essential component needed to unlock the hydrogen economy and
increase investor demand for the acceleration of decarbonization.
William Hunter, the Company’s Chief Executive Officer, said “The Target is a highly innovative player in the rapidly expanding next generation fuel technology space. We
expect that this acquisition will allow us to drive significant value creation by participating in such an exciting and high demand sector.”
Completion of the transaction is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the
transaction, satisfaction of the conditions negotiated therein and approval of the transaction by the Company's stockholders. Accordingly, there can be no assurance that a definitive agreement will be entered into or that the proposed transaction
will be consummated.
About AMCI Acquisition Corp.
AMCI Acquisition Corp. (NASDAQ: AMCI) is a blank check company 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 in the global natural resources and related industries. AMCI consummated its initial public offering on the Nasdaq Capital Market in November 2018.
Forward-Looking Statements
Certain statements made in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying
on forward-looking statements. Due to known and unknown risks, actual results may differ materially from the Company’s expectations or projections. The following factors, among others, could cause actual results to differ materially from those
described in these forward-looking statements: the occurrence of any event, change or other circumstances that could give rise to the terms of the Letter of Intent not hereafter being reflected in a definitive agreement; the ability of the
Company to meet Nasdaq listing standards following the transaction and in connection with the consummation thereof; the inability to complete the transactions contemplated by the Letter of Intent and any definitive agreement entered into by the
parties due to the failure to obtain approval of the stockholders of the Company or other reasons; the failure to obtain the necessary financing for the transaction; the failure to meet projected development and production targets; costs related
to the proposed transaction; changes in applicable laws or regulations; the ability of the combined company to meet its financial and strategic goals, due to, among other things, competition, the ability of the combined company to pursue a growth
strategy and manage growth profitability; the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; the effect of the COVID-19 pandemic on the Company and the target and their
ability to enter into a definitive agreement for the transaction or to consummate the transaction; and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other
public filings with the Securities and Exchange Commission (the “SEC”) by the Company.
Additional information concerning these and other factors that may impact the Company’s expectations and projections can be found in the Company’s periodic filings with
the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, the preliminary proxy statement filed by the Company with the SEC on September 18, 2020 wherein the Company is seeking stockholder approval to extend
the date by which the Company has to consummate a business combination from October 20, 2020 until February 22, 2021 (the “Extension Proxy”), and when filed,
the definitive proxy statement for such extension (the “Definitive Extension Proxy”), and in the preliminary and definitive proxy statements to be filed by
the Company with the SEC regarding the transaction when available. The Company's SEC filings are available publicly on the SEC's website at www.sec.gov. The Company disclaims any obligation to update the forward-looking statements, whether as a
result of new information, future events or otherwise.
Additional Information about the Transaction and Where to Find It
In connection with the proposed transaction, the Company intends to file a preliminary proxy statement with the SEC and will mail a definitive proxy statement and other
relevant documents to its stockholders. Investors and security holders of the Company are advised to read, when available, the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with the
Company's solicitation of proxies for its stockholders' meeting to be held to approve the transaction because the proxy statement will contain important information about the transaction and the parties to the transaction. The definitive proxy
statement will be mailed to stockholders of the Company as of a record date to be established for voting on the transaction. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC's
website at www.sec.gov or by directing a request to: AMCI Acquisition Corp., 1501 Ligonier Street, Suite 370, Latrobe, PA.
Participants in Solicitation
The Company and the target company and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names, affiliations and
interests in the Company of directors and officers of the Company in the Company's Extension Proxy, which was filed with the SEC on September 18, 2020, and in the Definitive Extension Proxy, when filed. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of proxies to the Company's stockholders in connection with the proposed transaction will be set forth in the proxy statement for the proposed transaction when available. Information
concerning the interests of the Company's and the target companies' participants in the solicitation, which may, in some cases, be different than those of the Company's and the target companies' stockholders generally, will be set forth in the
proxy statement relating to the transaction when it becomes available.
Contacts
Sloane & Company
Dan Zacchei / Joe Germani
dzacchei@sloanepr.com / jgermani@sloanepr.com
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