Advent Technologies Holdings, Inc 8-K, filed Dec 22, 2020
Advent Technologies Holdings, Inc. (ADNH)
8-K
2020-12-22
For: 2020-12-22
View Original
Added on
April 11, 2026
About this 8-K
Advent Technologies Holdings, Inc filed this 8-K on December 22, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): December 22, 2020
(Exact name of registrant as specified in its charter)
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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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(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (724 ) 672-4319
Not Applicable
(Former name or former address, if changed since last report)
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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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:
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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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As previously reported by AMCI Acquisition Corp., a Delaware corporation (“AMCI”), on Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on
October 16, 2020 and October 20, 2020, AMCI is a party to an Agreement and Plan of Merger, dated as of October 12, 2020 (as amended on October 19, 2020, and as it may be further amended or supplemented from time to time, the “Merger Agreement”), with AMCI Merger Sub Corp., a newly-formed Delaware corporation and wholly-owned subsidiary of AMCI, Advent Technologies Inc., a Delaware corporation
(“Advent”), AMCI Sponsor LLC, a Delaware limited liability company, in the capacity as Purchaser Representative thereunder, and Vassilios
Gregoriou, in the capacity as the Seller Representative thereunder, pursuant to which, among other matters, subject to the terms and conditions therein, AMCI will consummate its initial business combination with Advent (the “Advent Business Combination”).
On December 22, 2020, in support of the Advent Business
Combination, AMCI entered into subscription agreements (each, a “Subscription Agreement”) with certain institutional investors (the “PIPE Investors”), including certain funds managed by affiliates of BNP Paribas, pursuant to which the investors agreed to purchase an aggregate of
6,500,000 shares of AMCI’s Class A Common Stock for a purchase price of $10.00 per share for an aggregate commitment of $65,000,000 in a private placement (the “PIPE”) to be consummated concurrently with the Advent Business Combination (the “Closing”). The PIPE is conditioned on the
concurrent closing of the Advent Business Combination and other customary closing conditions. The PIPE Investors were also given registration rights in the Subscription Agreements pursuant to which AMCI will be required to file a resale registration
statement for the shares issued to the PIPE Investors within 30 days after the Closing and use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof (but no later
than the earlier of (i) the 60th calendar day following the filing date (or the 90th calendar day if the SEC notifies AMCI (orally or in writing) that it will “review” the registration statement) and (ii) the 10th business day after the date AMCI is
notified (orally or in writing) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review). Each PIPE Investor agreed in the Subscription Agreement that it and its affiliates will not have any right,
title, interest or claim of any kind in or to any monies in AMCI’s trust account held for its public shareholders, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom). The
proceeds from the PIPE will be used to fund the payment of expenses incurred in connection with the Advent Business Combination and liabilities owed by AMCI and to otherwise provide working capital and funds for corporate purposes for AMCI following
the Closing.
A copy of the form of Subscription Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is
incorporated herein by reference, and the foregoing description of the Subscription Agreement is qualified in its entirety by reference thereto.
Additional Information
In connection with the proposed Advent Business Combination in accordance with the Merger Agreement, AMCI has filed
with the SEC a registration statement on Form S-4 (SEC File No. 333-250946) (as it may be amended, the “Registration Statement”), to register the
shares to be issued to Advent shareholders in the Advent Business Combination and which also includes a preliminary proxy statement for a meeting of AMCI shareholders to approve the Advent Business Combination and related matters, and will mail the
Registration Statement and definitive proxy statement and other relevant documents to Advent’s and AMCI’s stockholders. Security holders of AMCI and investors and other interested parties are advised to read the preliminary proxy statement, and
amendments thereto, and, when available, the definitive proxy statement in connection with AMCI’s solicitation of proxies for its special meeting of stockholders to be held to approve the Advent Business Combination and related matters, because the
proxy statement will contain important information about the Advent Business Combination and the parties thereto. The definitive proxy statement will be mailed to stockholders of AMCI as of a record date to be established for voting on the Advent
Business Combination. Stockholders and other interested parties will also be able to obtain copies of the final Registration Statement and definitive 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 15650.
Forward-Looking Statements
Certain statements made herein contain, and certain oral statements made by representatives of AMCI and Advent and
their respective affiliates, from time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. AMCI’s and Advent’s actual results may differ from
their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters are intended to identify
such forward-looking statements. 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 AMCI’s or Advent’s expectations or projections. The following factors, among others, could cause actual results to differ materially from those described in these
forward-looking statements: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or the Subscription Agreements for the PIPE; (ii) the ability of AMCI to meet Nasdaq listing
standards following the Advent Business Combination and in connection with the consummation thereof; (iii) the inability to complete the Advent Business Combination or the PIPE due to the failure to obtain approval of the stockholders of AMCI or
Advent or other reasons; (iv) the failure to meet the minimum cash requirements of the Merger Agreement due to AMCI stockholder redemptions and the failure to consummate the PIPE or other replacement financing; (v) the failure to meet projected
development and production targets; (vi) costs related to the proposed Advent Business Combination and the PIPE; (vii) changes in applicable laws or regulations; (viii) 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; (ix) the possibility that the combined company may be adversely affected by other economic, business, and/or
competitive factors; (x) the effect of the COVID-19 pandemic on AMCI and Advent and their ability to consummate the Advent Business Combination and the PIPE; and (xi) 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 SEC by AMCI. Additional information concerning these and other factors that may impact AMCI’s expectations and projections can be found in AMCI’s periodic
filings with the SEC, including, without limitation, its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and in the Registration Statement. Each of AMCI and Advent disclaims any obligation to update the forward-looking
statements, whether as a result of new information, future events or otherwise.
Participants in the Solicitation
AMCI and Advent and certain of their respective directors, executive officers, other members of management and
employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from AMCI’s and Advent’s stockholders in connection with the approval of the Advent Business Combination and related matters. The interests of AMCI’s and
Advent’s participants in the solicitation may, in some cases, be different than those of AMCI’s and Advent’s securityholders generally. Stockholders of AMCI and Advent and other interested persons may obtain more information regarding the names,
affiliations and interests in the proposed Advent Business Combination of AMCI’s directors and officers in AMCI’s filings with the SEC, including, without limitation, the registration statement and proxy statement of AMCI referred to above (which
will also include similar information regarding Advent’s directors and officers), and other documents filed by AMCI with the SEC. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item 3.02 Unregistered
Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. The AMCI shares
issued pursuant to the Subscription Agreements will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in
reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01 Regulation
FD
On December 22, 2020, AMCI and Advent issued a joint press release announcing AMCI’s execution of the Subscription Agreements for the
PIPE. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Exhibit 99.1 is intended to be 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 the liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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Form of Subscription Agreement, dated as of December 22, 2020, by and between AMCI and the investor named therein.
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Press release, dated as of December 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.
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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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Dated: December 22, 2020
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Exhibit 10.1
SUBSCRIPTION AGREEMENT
December 22, 2020
AMCI Acquisition Corp.
975 Georges Station Road, Suite 900
Greensburg, PA 15601
975 Georges Station Road, Suite 900
Greensburg, PA 15601
Advent Technologies, Inc.
One Mifflin Place
119 Mt Auburn Street, Suite 400
Cambridge, MA 02138
Ladies and Gentlemen:
In connection with the proposed business combination (the “Transaction”) between AMCI Acquisition Corp., a Delaware corporation (the “Company”),
and Advent Technologies, Inc., a Delaware corporation (“Target”), pursuant to that certain Agreement and Plan of Merger, dated as of October 12, 2020 (as amended by the First Amendment to Agreement and Plan of Merger on October 19, 2020 (the
“First Amendment”), and as it may further be amended, the “Transaction Agreement”), by and among, the Company, Target and certain other parties named therein, the Company is seeking commitments to purchase shares of the Company’s
Class A Common Stock, par value $0.0001 per share (the “Common Stock”), for a purchase price of $10.00 per share (the “Purchase Price”), in a private placement to be conducted by the Company (the “Offering”). In connection
therewith, the undersigned subscriber (“Subscriber”) and the Company agree in this subscription agreement (this “Subscription Agreement”) as follows:
1. Subscription.
As of the date written above (the “Subscription Date”), the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such number of shares of Common Stock as is set forth on the signature page of this
Subscription Agreement (the “Shares”) at the Purchase Price per Share and on the terms provided for herein.
2. Closing; Delivery of
Shares.
(a) The closing of the sale of Shares contemplated hereby (the “Closing”,
and the date that the Closing actually occurs, the “Closing Date”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Closing shall occur on the date of, and immediately
prior to, the Transaction Closing.
(b) The Company shall provide written notice (which may be via email) to the
Subscriber (the “Closing Notice”) that the Company reasonably expects the Transaction Closing to occur on a date specified in the notice (the “Scheduled Closing Date”) that is not less than three (3) business days from the date of
the Closing Notice, which Closing Notice shall contain the Company’s wire instructions for an escrow account (the “Escrow Account”) established by the Company with a third party escrow agent (the “Escrow Agent”) to be identified in
the Closing Notice. At least two (2) business days prior to the Scheduled Closing Date (unless otherwise agreed to with the Company), the Subscriber shall deliver to the Escrow Account the aggregate Purchase Price for the Shares subscribed by
wire transfer of United States dollars in immediately available funds. Upon the Closing, the Company shall provide instructions to the Escrow Agent to release the funds in the Escrow Account to the Company against delivery to the Subscriber of
the Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form as set forth in Section 2(c) below. If this Subscription Agreement is
terminated prior to the Closing and any funds have already been sent by the Subscriber to the Escrow Account, then promptly after such termination, the Company will instruct the Escrow Agent to promptly return such funds to the Subscriber.
(c) On the Closing Date, promptly after the Closing, the Company shall deliver (or
cause the delivery of) the Shares in book-entry form with restrictive legends in the amount as set forth on the signature page to the Subscriber as indicated on the signature page or to a custodian designated by the Subscriber, as applicable, as
indicated below.
3. Closing Conditions.
In addition to the condition set forth in the first sentence of Section 2(a) above:
(a) The Closing is also subject to the satisfaction or valid waiver by each party
of the conditions that, on the Closing Date:
(i) no suspension of the qualification of the Shares for offering or sale or
trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) no applicable governmental authority shall have enacted, issued, promulgated,
enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise
restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition; and
(iii) all material conditions precedent to the Transaction Closing set forth in
the Transaction Agreement shall have been satisfied or waived (other than those conditions which, by their nature, are to be satisfied at the Transaction Closing).
(b) The obligations of the Company to consummate the Closing are also subject to
the satisfaction or valid waiver by the Company of the additional conditions that, on the Closing Date:
(i) all representations and warranties of the Subscriber contained in this
Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall
be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified
as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing, shall constitute a reaffirmation by the Subscriber of each of the
representations, warranties and agreements of the Subscriber contained in this Subscription Agreement as of the Closing Date; and
(ii) the Subscriber shall have performed, satisfied and complied in all material
respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to Closing.
(c) The obligations of the Subscriber to consummate the Closing are also subject
to the satisfaction or valid waiver by the Subscriber of the additional conditions that, on the Closing Date:
(i) all representations and warranties of the Company contained in this
Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall
be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified
as to materiality or Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing, shall constitute a reaffirmation by the Company of each of the representations,
warranties and agreements of the Company contained in this Subscription Agreement as of the Closing Date; and
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(ii) the Company shall have performed, satisfied and complied in all material
respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to Closing.
4. Company Representations
and Warranties. The Company represents and warrants to the Subscriber that:
(a) As of the date hereof, the Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware. Immediately following the Transaction Closing under the Transaction Agreement, the Company will be validly existing and in good standing under the laws of its jurisdiction of
organization. The Company has the corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.
(b) The Shares have been duly authorized and, when issued and delivered to the
Subscriber against full payment therefor in accordance with the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or
similar rights created under the Company’s Amended and Restated Certificate of Incorporation or under the laws of the State of Delaware.
(c) This Subscription Agreement has been duly authorized, executed and delivered
by the Company and is enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or
affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.
(d) The issuance and sale of the Shares and the compliance by the Company with all
of the provisions of this Subscription Agreement and the consummation of the transactions herein will be done in accordance with the NASDAQ marketplace rules and will not conflict with or result in a material breach or material violation of any
of the terms or provisions of, or constitute a material default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms
of (i) any indenture, mortgage, deed of trust, loan agreement, license, lease or any other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which
any of the property or assets of the Company is subject, which would have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations of the Company (a “Material Adverse Effect”)
or materially affect the validity of the Shares or the legal authority of the Company to comply in all material respects with the terms of this Subscription Agreement; (ii) result in any material violation of the provisions of the organizational
documents of the Company; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties
that would have a Material Adverse Effect or materially affect the validity of the Shares or the legal authority of the Company to comply with this Subscription Agreement; subject, in the case of the foregoing clauses (i) and (iii) with respect
to the consummation of the transactions therein contemplated.
(e) The Company has not entered into any agreement or arrangement entitling any
agent, broker, investment banker, financial advisor or other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Subscription Agreement for which the Subscriber
could become liable. Other than Jefferies LLC and Fearnley Securities, Inc. (together with its affiliate Fearnley Securities AS) (collectively, the “Placement Agents”), the Company is not aware of any person that has been or will be paid
(directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any shares of Common Stock in the Offering.
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(f) The Company is not, and immediately after receipt of payment for the Shares,
will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
(g) Assuming the accuracy of the Subscriber’s representations and warranties set
forth in Section 5, in connection with the offer, sale and delivery of the Shares in the manner contemplated by this Subscription Agreement, it is not necessary to register the Shares under the Securities Act of 1933, as amended (the “Securities
Act”).
(h) The Company understands that the foregoing representations and warranties
shall be deemed material to and have been relied upon by the Subscriber.
5. Subscriber
Representations, Warranties and Covenants. The Subscriber represents and warrants to the Company that:
(a) The Subscriber hereby represents and warrants to the Company that it is either
a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below:
(i) Applicable to U.S. investors: At the time the Subscriber was offered the
Shares, it was, and as of the date hereof, the Subscriber is (A) a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) or an “accredited investor” (within the meaning of Rule 501(a) of Regulation D under the
Securities Act) as indicated in the questionnaire attached as Exhibit A hereto, and (B) is acquiring the Shares only for its own account and (C) not for the account of others, and not on behalf of any other account or person or with a
view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. The Subscriber is not an entity formed for the specific purpose of acquiring the Shares.
(ii) Applicable to non-U.S. investors: The Subscriber understands that the sale
of the Securities is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Subscriber is not a U.S. Person (as defined in Regulation S), it is acquiring the Securities in an offshore
transaction in reliance on Regulation S, and it has received all the information that it considers necessary and appropriate to decide whether to acquire the Securities hereunder. The Subscriber is not relying on any statements or representations
made in connection with the transactions contemplated hereby other than representations contained in this Subscription Agreement. The Subscriber understands and agrees that Securities sold pursuant to Regulation S may be subject to restrictions
thereunder, including compliance with the distribution compliance period provisions therein.
(b) The Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the
Securities Act and that the Shares delivered at the Closing have not been registered under the Securities Act. The Subscriber understands that the Shares may not be resold, transferred, pledged (except in ordinary course prime brokerage
relationships to the extent permitted by applicable law) or otherwise disposed of by the Subscriber absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons
pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of
cases (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates (if any) or any book-entry shares representing the Shares delivered at the Closing shall
contain a legend or restrictive notation to such effect. The Subscriber acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The Subscriber understands and agrees that the Shares,
until registered under an effective registration statement, will be subject to transfer restrictions and, as a result of these transfer restrictions, the Subscriber may not be able to readily resell the Shares and may be required to bear the
financial risk of an investment in the Shares for an indefinite period of time. The Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares.
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(c) The Subscriber understands and agrees that the Subscriber is purchasing Shares
directly from the Company. The Subscriber further acknowledges that there have been no representations, warranties, covenants and agreements made to the Subscriber by the Company, or any of its officers or directors, expressly (other than those
representations, warranties, covenants and agreements included in this Subscription Agreement) or by implication.
(d) The Subscriber’s acquisition and holding of the Shares will not constitute or
result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law.
(e) The Subscriber acknowledges and agrees that the Subscriber has received such
information as the Subscriber deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the Subscriber acknowledges that it has received and carefully reviewed the
following items (collectively, the “Disclosure Documents”): (i) the final prospectus of the Company, dated as of November 15, 2018 and filed with the U.S. Securities and Exchange Commission (the “SEC”) (File No. 333-227994) on
November 16, 2018 (the “Prospectus”), (ii) each filing made by the Company with the SEC following the filing of the Prospectus through the date of this Agreement, and (iii) the Company’s Current Reports on Form 8-K filed with the SEC on
October 16, 2020 and October 20, 2020, which contain the Transaction Agreement (including the First Amendment) and key ancillary documents and the updated investor presentation by the Company and the Target. The undersigned understands the
significant extent to which certain of the disclosures contained in items (i) and (ii) above shall not apply following the Transaction Closing. The Subscriber represents and agrees that the Subscriber and the Subscriber’s professional
advisor(s), if any, have had the full opportunity to ask the Company’s management questions, receive such answers and obtain such information as the Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary to make
an investment decision with respect to the Shares. The Subscriber has conducted its own investigation of the Company, the Target and the Shares and the Subscriber has made its own assessment and have satisfied itself concerning the relevant tax
and other economic considerations relevant to its investment in the Shares. The Subscriber further acknowledges that the information contained in the Disclosure Documents is subject to change, and that any changes to the information contained in
the Disclosure Documents, including any changes based on updated information or changes in terms of the Transaction, shall in no way affect the Subscriber’s obligation to purchase the Shares hereunder, except as otherwise provided herein.
(f) The Subscriber became aware of this Offering of the Shares solely by means of direct contact between the Subscriber and the Company, the
Placement Agents or a representative of the Company or the Placement Agents, and the Shares were offered to the Subscriber solely by direct contact between the Subscriber and the Company, the Placement Agents or a representative of the Company or
the Placement Agents. The Subscriber acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a
public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Subscriber has a substantive pre-existing relationship with the Company, Target or their respective affiliates or the Placement
Agents for this Offering of the Shares. Neither the Subscriber, nor any of its directors, officers, employees, agents, stockholders or partners has either directly or indirectly, including through a broker or finder, (i) to its knowledge, engaged
in any general solicitation, or (ii) published any advertisement in connection with the Offering.
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(g) The Subscriber acknowledges that it is aware that there are substantial risks
incident to the purchase and ownership of the Shares, including those set forth in the Disclosure Documents and in the Company’s filings with the SEC. The Subscriber is able to fend for itself in the transactions contemplated herein and has such
knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and the Subscriber has sought such accounting, legal and tax advice as the Subscriber has considered
necessary to make an informed investment decision.
(h) Alone, or together with any professional advisor(s), the Subscriber has
adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the Subscriber and that the Subscriber is able at this time and in the foreseeable future to bear the
economic risk of a total loss of the Subscriber’s investment in the Company. The Subscriber acknowledges specifically that a possibility of total loss exists.
(i) In making its decision to purchase the Shares, the Subscriber has relied
solely upon independent investigation made by the Subscriber and the representations and warranties of the Company set forth herein. Without limiting the generality of the foregoing, the Subscriber has not relied on any statements or other
information provided by the Placement Agents concerning the Company, Target or the Shares or the offer and sale of the Shares.
(j) The Subscriber understands and agrees that no federal or state agency has
passed upon or endorsed the merits of this Offering of the Shares or made any findings or determination as to the fairness of this investment or the accuracy or adequacy of the Company SEC Filings.
(k) The Subscriber has been duly formed or incorporated and is validly existing in
good standing under the laws of its jurisdiction of incorporation or formation.
(l) The execution, delivery and performance by the Subscriber of this Subscription
Agreement are within the powers of the Subscriber, have been duly authorized and will not constitute or result in a breach or default under or conflict with any federal or state statute, rule or regulation applicable to the Subscriber, any order,
ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Subscriber is a party or by which the Subscriber is bound, and, if the Subscriber is not an
individual, will not violate any provisions of the Subscriber’s charter documents, including its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this
Subscription Agreement is genuine, and the signatory, if the Subscriber is an individual, has legal competence and capacity to execute the same or, if the Subscriber is not an individual the signatory has been duly authorized to execute the same,
and this Subscription Agreement constitutes a legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms.
(m) Neither the due diligence investigation conducted by the Subscriber in
connection with making its decision to acquire the Shares nor any representations and warranties made by the Subscriber herein shall modify, amend or affect the Subscriber’s right to rely on the truth, accuracy and completeness of the Company’s
representations and warranties contained herein.
(n) The Subscriber is not (i) a person or entity named on the List of Specially
Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC
List”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services
indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). The Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Subscriber is
permitted to do so under applicable law. If the Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the
“BSA/PATRIOT Act”), the Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably designed for
the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by the Subscriber and used to purchase the
Shares were legally derived.
6
(o) As of the date hereof and as of the date of the Closing, neither the
Subscriber, nor, to the extent it has them, any of its Rule 506(d) Related Parties (collectively with the Subscriber, the “Covered Persons”), are subject to any of the “Bad Actor” disqualifications described in Rule 506(d) under the
Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Subscriber has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification
Event. The acquisition of Shares by the Subscriber will not subject the Company to any Disqualification Event. “Rule 506(d) Related Parties” shall mean a person that is a beneficial owner of Subscriber’s securities for purposes of Rule
506(d) under the Securities Act.
(p) No disclosure or offering document has been prepared by the Placement Agents
in connection with the offer and sale of the Shares. The Placement Agents and each of their respective members, directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the
Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the Subscriber by the Company. In connection with the issue and purchase of the Shares, the Placement Agents have not acted as the Subscriber’s
financial advisor or fiduciary.
(q) The Subscriber acknowledges its obligations under applicable securities laws
with respect to the treatment of non-public information relating to the Company.
6. Registration Rights.
(a) The Company agrees that, within thirty (30) calendar days after the
Transaction Closing, the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Shares (the “Registration Statement”), and the Company shall use its commercially
reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day following the filing date (or the 90th calendar day if the SEC
notifies the Company (orally or in writing) that it will “review” the Registration Statement) and (ii) the 10th business day after the date the Company is notified (orally or in writing) by the SEC that the Registration Statement will not be
“reviewed” or will not be subject to further review.
(b) The Company agrees that the Company will cause such Registration Statement or
another registration statement (which may be a “shelf” registration statement) to remain effective until the earlier of (i) two years from the issuance of the Shares, (ii) the date on which the Subscriber ceases to hold the Shares covered by such
Registration Statement, or (iii) on the first date on which the Subscriber can sell all of its Shares (or shares received in exchange therefor) under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount of such
securities that may be sold. The Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Shares to the Company (or
its successor) upon request to assist the Company in making the determination described above. The Company’s obligations to include the Shares in the Registration Statement are contingent upon the Subscriber furnishing in writing to the Company
such information regarding the Subscriber, the securities of the Company held by the Subscriber and the intended method of disposition of the Shares as shall be reasonably requested by the Company to effect the registration of the Shares, and
shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations. If the SEC prevents the Company from including any or all of the Shares
proposed to be registered for resale under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Company’s securities by the applicable shareholders or otherwise, (i) such Registration
Statement shall register for resale such number of Company securities which is equal to the maximum number of Company securities as is permitted by the SEC and (ii) the number of Company securities to be registered for each selling shareholder
named in the Registration Statement shall be reduced pro rata among all such selling shareholders. The Company will provide a draft of the Registration Statement to the Subscriber for review reasonably in advance of filing the Registration
Statement. In no event shall the Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that the Subscriber be identified as a statutory underwriter in
the Registration Statement, the Subscriber will have an opportunity to withdraw from the Registration Statement.
7
(c) The Company may delay filing or suspend the use of any such registration
statement if it determines that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing
transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company (each such circumstance, a “Suspension Event”); provided, that the Company shall use commercially reasonable
efforts to make such registration statement available for the sale by the Subscriber of such securities as soon as practicable thereafter. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the
period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, the Subscriber agrees that it will (i) immediately discontinue offers and sales
of the Shares under the Registration Statement until the Subscriber receives (A) (x) copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred to above and (y) notice that any post-effective
amendment has become effective or (B) notice from the Company that it may resume such offers and sales, and (ii) maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by
applicable law. If so directed by the Company, the Subscriber will deliver to the Company or destroy all copies of the prospectus covering the Shares in the Subscriber’s possession; provided, however, that this obligation to deliver or destroy
all copies of the prospectus covering the Shares shall not apply to (i) the extent the Subscriber is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional
requirements or (B) in accordance with a bona fide pre-existing document retention policy or (ii) copies stored electronically on archival servers as a result of automatic data back-up.
(d) From and after the Closing, the Company agrees to indemnify and hold
Subscriber, each person, if any, who controls Subscriber within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of Subscriber within the meaning of Rule 405 under the Securities Act,
and each broker, placement agent or sales agent to or through which Subscriber effects or executes the resale of any Shares (collectively, the “Subscriber Indemnified Parties”), harmless against any and all losses, claims, damages and
liabilities (including any out-of-pocket legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (collectively, “Losses”) incurred by the Subscriber Indemnified Parties directly
that are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Shares (including, in each case, the prospectus contained therein)
or any amendment thereof (including the prospectus contained therein) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of
the circumstances under which they were made), not misleading, except to the extent insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by Subscriber expressly for use therein.
Notwithstanding the forgoing, the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Company (which consent shall not be
unreasonably withheld, delayed or conditioned).
8
(e) From and after the Closing, the Subscriber agrees to, severally and not
jointly with any other selling shareholders using the applicable registration statement, indemnify and hold the Company, and the officers, employees, directors, partners, members, attorneys and agents of the Company, each person, if any, who
controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Company within the meaning of Rule 405 under the Securities Act (collectively, the “Company
Indemnified Parties”), harmless against any and all Losses incurred by the Company Indemnified Parties directly that are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement
or any other registration statement which covers the Shares (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or caused by any omission or alleged omission to state
therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, to the extent insofar as the same are caused by or contained in
any information or affidavit so furnished in writing to the Company by Subscriber expressly for use therein. Notwithstanding the forgoing, the Subscriber’s indemnification obligations shall not apply to amounts paid in settlement of any Losses
if such settlement is effected without the prior written consent of the Subscriber (which consent shall not be unreasonably withheld, delayed or conditioned).
7. Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon
the earlier to occur of: (a) the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement; (b) such date and time as the Transaction Agreement is terminated in accordance with its terms; or (c) written
notice by either party to the other party to terminate this Subscription Agreement if the transactions contemplated by this Subscription Agreement are not consummated on or prior to February 22, 2021; provided
that (i) nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising
from such breach. The Company shall notify the Subscriber of the termination of the Transaction Agreement promptly after the termination of such agreement and (ii) the provisions of Sections 7 through 10 of this Subscription Agreement
will survive any termination of this Subscription Agreement and continue indefinitely.
8. Trust Account Waiver.
The Subscriber hereby represents and warrants that it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”)
and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders
(including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public
Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection
with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within 18 months after the closing of the IPO, which has since been extended to
February 22, 2021, and is subject to further extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to
$100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither the Subscriber
nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any
distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between the Company or its
Representatives, on the one hand, and the Subscriber or its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively,
the “Released Claims”). The Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that the Subscriber or any of its affiliates may have against the Trust Account (including any distributions
therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for
any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with the Company or its affiliates). The Subscriber agrees and acknowledges that such irrevocable waiver is material to this
Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter in this Subscription Agreement, and the Subscriber further intends and understands such waiver to be valid, binding and
enforceable against the Subscriber and each of its affiliates under applicable law. To the extent the Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter
relating to the Company or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, the Subscriber hereby acknowledges and agrees that the Subscriber’s and its affiliates’ sole
remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Subscriber or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust
Account (including any distributions therefrom) or any amounts contained therein. In the event the Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter
relating to the Company or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive
relief, the Company and its Representatives, as applicable, shall be entitled to recover from the Subscriber and its affiliates the associated legal fees and costs in connection with any such action in the event the Company or its
Representatives, as applicable, prevails in such action or proceeding. Notwithstanding the foregoing, this Section 8, shall not affect any rights of Subscriber or its affiliates as a Public Stockholder to receive distributions from the
Trust Account in its capacity as a Public Stockholder. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors,
officers, employees, consultants, advisors, agents and other representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 8 shall survive the Closing or any
termination of this Subscription Agreement and last indefinitely.
9
9. Miscellaneous.
(a) Neither this Subscription Agreement nor any rights that may accrue to the
Subscriber hereunder (other than the Shares acquired hereunder, if any, subject to applicable securities laws) may be transferred or assigned by the Subscriber without the prior written consent of the Company, and any purported transfer or
assignment without such consent shall be null and void ab initio.
(b) The Company may request from the Subscriber such additional information as the
Company may reasonably deem necessary to evaluate the eligibility of the Subscriber to acquire the Shares, and the Subscriber shall provide such information to the Company as may be reasonably requested, it being understood by the Subscriber that
the Company may without any liability hereunder reject the Subscriber’s subscription prior to the Closing Date in the event the Subscriber fails to provide such additional information requested by the Company to evaluate the Subscriber’s
eligibility or the Company determines that the Subscriber is not eligible.
(c) The Subscriber acknowledges that the Company, the Placement Agents, the Target
and others will rely on the acknowledgments, understandings, agreements, representations and warranties of the Subscriber contained in this Subscription Agreement as if they were made directly to them. Prior to the Closing, the Subscriber agrees
to promptly notify the Company if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer accurate. The Subscriber agrees that the purchase by the Subscriber of Shares from the Company
will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by the Subscriber as of the time of such purchase. The Subscriber acknowledges and agrees
that each of the Placement Agents and the Target is a third-party beneficiary of the representations, warranties and covenants of the Subscriber contained in Section 5 of this Subscription Agreement, and that the Target is otherwise an express
third party beneficiary of this Agreement, entitled to enforce the terms hereof against Subscriber as if it were an original party hereto. Except as expressly set forth herein, this Subscription Agreement shall not confer any rights or remedies
upon any person other than the parties hereto, and their respective successor and assigns.
10
(d) The Company is entitled to rely upon this Subscription Agreement and is
irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby to the extent required by law or
regulatory bodies or applicable stock exchange requirements. The Subscriber shall not issue any press release or make any other similar public statement with respect to the transactions contemplated hereby without the prior written consent of
the Company (such consent not to be unreasonably withheld or delayed).
(e) All the agreements, representations and warranties made by each party hereto
in this Subscription Agreement shall survive the Closing.
(f) This Subscription Agreement may not be amended, modified, waived or terminated
except by an instrument in writing, signed by the party against whom enforcement of such modification, waiver, or termination is sought.
(g) This Subscription Agreement constitutes the entire agreement, and supersedes
all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof (other than any confidentiality agreement entered into by the Company and the
Subscriber in connection with the Offering).
(h) This Subscription Agreement shall be binding upon, and inure to the benefit of
the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made
by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.
(i) If any provision of this Subscription Agreement shall be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.
(j) This Subscription Agreement may be executed in one or more counterparts
(including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed
together and shall constitute one and the same agreement.
11
(k) The parties hereto agree that irreparable damage would occur in the event that
any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent
breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or
otherwise.
(l) THIS SUBSCRIPTION AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER STATE. EACH PARTY HERETO HEREBY WAIVES
ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS SUBSCRIPTION AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
(m) All notices, consents, waivers and other communications hereunder shall be in
writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered by facsimile or email, with affirmative confirmation of receipt, (iii) one business day after being sent, if sent by reputable, internationally
recognized overnight courier service or (iv) three (3) business days after being mailed, if sent by registered or certified mail, prepaid and return receipt requested, in each case to the applicable party at the following addresses (or at such
other address for a party as shall be specified by like notice):
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If to the Company, to:
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with copies (which shall not constitute notice) to:
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AMCI Acquisition Corp.
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Ellenoff Grossman & Schole LLP
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1501 Ligonier Street, Suite 370
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1345 Avenue of the Americas
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Latrobe, PA 15601
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New York, NY 10105
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Attn: William Hunter
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Attn:
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Stuart Neuhauser, Esq. |
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Telephone No.: (203) 856-7285
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Matthew A. Gray, Esq.
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Email: whunter@amcigroup.com
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Email: |
sneuhauser@egsllp.com
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mgray@egsllp.com
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||
| Telephone No.: |
(212) 370-1300
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| Facsimile No.: |
(212) 370-7889
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| and |
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Ropes & Gray LLP
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1211 Avenue of the Americas
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New York, New York 10036-8704
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Attn:
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Carl Marcellino, Esq.
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Paul D. Tropp, Esq.
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Facsimile No.:
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(212) 596-9090 | |
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Telephone No.:
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(212) 841-0623
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(212) 596-9515
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Email:
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Carl.Marcellino@ropesgray.com
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Paul.Tropp@ropesgray.com
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| Notice to the Subscriber shall be given to the address underneath the Subscriber’s name on the signature page hereto. | ||
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(n) The headings set forth in this Subscription Agreement are for convenience of
reference only and shall not be used in interpreting this Subscription Agreement. In this Subscription Agreement, unless the context otherwise requires: (i) whenever required by the context, any pronoun used in this Subscription Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting
the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; and (iii) the words “herein”, “hereto” and “hereby” and other words of similar import in this
Subscription Agreement shall be deemed in each case to refer to this Subscription Agreement as a whole and not to any particular portion of this Subscription Agreement. As used in this Subscription Agreement, the term: (x) “business day” shall
mean any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York are authorized to close for business (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential
employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially
banking institutions in New York, New York are generally open for use by customers on such day); (y) “person” shall refer to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any
governmental or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (z) “affiliate” shall mean, with respect to any specified person, any other person or group of persons acting together that, directly or
indirectly, through one or more intermediaries controls, is controlled by or is under common control with such specified person (where the term “control” (and any correlative terms) means the possession, direct or indirect, of the power to direct
or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise). For the avoidance of doubt, any reference in this Subscription Agreement to an affiliate of the
Company will include the Company’s sponsor, AMCI Sponsor, LLC.
(o) At Closing, the parties hereto shall execute and deliver such additional
documents and take such additional actions as the parties may reasonably deem practical and necessary in order to consummate the Offering as contemplated by this Subscription Agreement.
10. Non-Reliance and
Exculpation. The Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person other than the statements, representations and warranties contained in this
Subscription Agreement in making its investment or decision to invest in the Company. The Subscriber agrees that neither (i) any other purchaser pursuant to other subscription agreements entered into in connection with the Offering (including
the controlling persons, members, officers, directors, partners, agents, or employees of any such other purchaser) nor (ii) the Placement Agents, their respective affiliates or any of their or their affiliates’ respective control persons,
officers, directors or employees, shall be liable to the Subscriber pursuant to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares. The
Subscriber acknowledges that neither the Placement Agents, nor their respective Representatives (a) shall be liable to the Subscriber for any improper payment made in accordance with the information provided by the Company; (b) makes any
representation or warranty, or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction
Agreement (together with any related documents, the “Transaction Documents”); or (c) shall be liable to the Subscriber (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or
within the discretion or rights or powers conferred upon it by this Agreement or any Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except for
their gross negligence, willful misconduct or bad faith.
11. Cutback.
Notwithstanding anything contrary herein, the Company, in its sole discretion, shall have the right to reduce the number of Shares to be issued to the Subscriber pursuant to this Subscription Agreement, as long as the Company is reducing the
number of shares to be issued and sold to all investors pursuant to the other subscription agreements, on a pro rata basis. The Company or the Placement Agents shall notify the Subscriber in writing at least two (2) business days in advance of
Closing if the Company elects to reduce the number of Shares to be issued and sold to the Subscriber pursuant to this Section 11.
{SIGNATURE PAGES FOLLOW}
IN WITNESS WHEREOF, the parties hereto have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.
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AMCI Acquisition Corp.
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By: |
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Name: |
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Title:
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{Signature Page to Subscription Agreement}
{SUBSCRIBER SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT}
IN WITNESS WHEREOF, the undersigned has caused this Subscription Agreement to be duly executed by its authorized signatory as of the date first
indicated above.
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Name(s) of Subscriber:
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Signature of Authorized Signatory of Subscriber:
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Name of Authorized Signatory:
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Title of Authorized Signatory:
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Address for Notice to Subscriber:
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Attention:
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Email:
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Facsimile No.:
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Telephone No.:
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Address for Delivery of Shares to Subscriber (if not same as address for notice):
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Subscription Amount: $
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Number of Shares:
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Subscriber status (mark one): ☐ U.S. investor ☐ Non-U.S. investor
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EIN Number:
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Exhibit A
Accredited Investor Questionnaire
Capitalized terms used and not defined in this Exhibit A shall have the meanings given in the Subscription Agreement to which this Exhibit A is attached.
The undersigned represents and warrants that the undersigned is an “accredited investor” (an “Accredited Investor”) as such term is defined in Rule 501(a) of
Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”), for one or more of the reasons specified below (please check all
boxes that apply):
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_______ (i)
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A natural person whose net worth, either individually or jointly with such person’s spouse or spousal equivalent, at the time of the Subscriber’s purchase,
exceeds $1,000,000;
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The term “net worth” means the excess of total assets over total liabilities (including personal and real property, but excluding the estimated fair market value of the Subscriber’s
primary home). For the purposes of calculating joint net worth with the person’s spouse or spousal equivalent, joint net worth can be the aggregate net worth of the Subscriber and spouse or spousal equivalent; assets need not be held jointly to
be included in the calculation. There is no requirement that securities be purchased jointly. A spousal equivalent means a cohabitant occupying a relationship generally equivalent to a spouse.
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_______ (ii)
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A natural person who had an individual income in excess of $200,000, or joint income with the Subscriber’s spouse or spousal equivalent in excess of $300,000,
in each of the two most recent years and reasonably expects to reach the same income level in the current year;
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In determining individual “income,” the Subscriber should add to the Subscriber’s individual taxable adjusted gross income (exclusive of any spousal or spousal equivalent income) any amounts
attributable to tax exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an IRA or Keogh retirement plan, alimony payments, and any amount by which income from
long-term capital gains has been reduced in arriving at adjusted gross income.
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_______ (iii)
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A director or executive officer of the Company;
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_______ (iv)
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A natural person holding in good standing with one or more professional certifications or designations or other credentials from an accredited educational
institution that the U.S. Securities Exchange Commission (“SEC”) has designated as qualifying an individual for accredited investor status;
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The SEC has designated the General Securities Representative license (Series 7), the Private Securities Offering Representative license (Series 82) and the Licensed Investment Adviser
Representative (Series 65) as the initial certifications that qualify for accredited investor status.
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_______ (v)
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A natural person who is a “knowledgeable employee” as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940 (the “Investment Company Act”),
of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of the Investment Company Act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7)
of the Investment Company Act;
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_______ (vi)
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A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the
Securities Act, whether acting in its individual or fiduciary capacity;
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_______ (vii)
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A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
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_______ (viii)
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An investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) or registered
pursuant to the laws of a state, or an investment adviser relying on the exemption from registering with the SEC under the section 203(l) or (m) of the Investment Advisers Act;
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_______ (ix)
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An insurance company as defined in section 2(13) of the Exchange Act;
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_______ (x)
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An investment company registered under the Investment Company Act or a business development company as defined in Section 2(a)(48) of that Act;
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_______ (xi)
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A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of
1958;
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_______ (xii)
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A Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;
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_______ (xiii)
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A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state, or its political subdivisions for the
benefit of its employees, if such plan has total assets in excess of $5,000,000;
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_______ (xiv)
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An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary,
as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a
self-directed plan, with investment decisions made solely by persons that are accredited investors;
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_______ (xv)
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A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
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_______ (xvi)
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An organization described in Section 501(c)(3) of the Internal Revenue Code, or a corporation, business trust, partnership, or limited liability company, or
any other entity not formed for the specific purpose of acquiring the Securities, with total assets in excess of $5,000,000;
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_______ (xvii)
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A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a
sophisticated person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of investing in the Company;
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_______ (xviii)
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A “family office” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act with assets under management in excess of $5,000,000 that is not
formed for the specific purpose of acquiring the securities offered and whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of
evaluating the merits and risks of the prospective investment;
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_______ (xix)
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A “family client” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act, of a family office meeting the requirements set forth in (xviii) and
whose prospective investment in the issuer is directed by a person from a family office that is capable of evaluating the merits and risks of the prospective investment;
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_______ (xx)
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A “qualified institutional buyer” as defined in Rule 144A under the Securities Act;
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_______ (xxi)
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An entity, of a type not listed above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;
and/or
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_______ (xxii)
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An entity in which all of the equity owners qualify as an accredited investor under any of the above subparagraphs.
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_______ (xxiii)
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The Subscriber does not qualify under any of the investor categories set forth in (i) through (xxii) above.
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2.1
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Type of the Subscriber. Indicate the form of entity of the Subscriber:
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☐
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Individual |
☐
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Limited Partnership |
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☐
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Corporation |
☐
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General Partnership |
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☐
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Revocable Trust |
☐
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Limited Liability Company |
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☐
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Other Type of Trust (indicate type): |
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☐
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Other (indicate form of organization): |
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2.2.1
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If the Subscriber is not an individual, indicate the approximate date the Subscriber entity was formed: .
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2.2.2
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If the Subscriber is not an individual, initial the line below which correctly describes the application of the
following statement to the Subscriber’s situation: the Subscriber (x) was not organized or reorganized for the specific purpose of acquiring the Securities and (y) has made investments prior to the date hereof, and each beneficial owner
thereof has and will share in the investment in proportion to his or her ownership interest in the Subscriber.
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True
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False
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If the “False” line is initialed, each person participating in the entity will be required to fill out a Subscription Agreement.
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Subscriber: |
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Subscriber Name: |
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By: |
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| Signatory Name: |
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| Signatory Title: | |||
Exhibit 99.1
Advent Technologies Inc. and AMCI Acquisition Corp. Announce
Committed $65 Million PIPE to Support Proposed Business Combination
PIPE Upsized by $20 Million Above Initial Target
Participants Include Certain Funds Managed by Affiliates of BNP Paribas, Among Other Institutional Investors
Cambridge, MA, December 22, 2020 – Advent Technologies Inc. (“Advent”), an innovation-driven company in the fuel cell and hydrogen
technology space, and AMCI Acquisition Corp. (“AMCI”), a publicly listed special purpose acquisition company (NASDAQ: AMCI), are pleased to announce that institutional investors, including certain funds
managed by affiliates of BNP Paribas, have committed to a private investment of $65 million in the form of 6.5 million shares of common stock of the combined company at a price of $10.00 per share (the “PIPE”),
which will close concurrently with the previously announced proposed business combination between Advent and AMCI.
The PIPE transaction will provide the combined company with the capital resources to better enable it to accelerate product development and support participation in future joint ventures with Tier1 and OEM
manufacturers in the areas of aerospace, automotive, marine, and off-grid power.
On October 13, 2020, Advent and AMCI announced that they had entered into a definitive agreement and plan of merger for a business combination that would result in Advent becoming a wholly-owned subsidiary of AMCI, and
with the Advent shareholders receiving shares of AMCI. Upon the closing of the transaction, AMCI will change its name to “Advent Technologies Holdings, Inc.”, and it is expected that its common stock and public warrants will be listed on the NASDAQ.
The combined company will continue to operate under the current Advent management team, led by Chief Executive Officer, Dr. Vasilis Gregoriou. The proposed business combination, if approved by the stockholders of AMCI and Advent, is currently
expected to close in Q1 2021.
Advent’s CEO and Founder, Dr. Vasilis Gregoriou, said: “We are excited and honored by the vote of confidence from the investors in this PIPE. We look forward to the completion of the business combination and executing
on our strategic plan.”
AMCI’s CEO William Hunter added: “We are pleased to have such high-quality partners involved in this financing to support our combination with Advent. This capital, along with the cash in trust, will be utilized to
grow Advent’s business and ensure that it will be a leader in the highly attractive hydrogen economy.”
The PIPE investment, combined with expected funds on hand at the closing of the merger, will result in a pro forma post-money equity valuation of $461 million, assuming no redemptions by AMCI shareholders and no
purchase price adjustments.
Jefferies LLC is acting as Lead Placement Agent and Fearnley Securities, Inc. is also acting as Placement Agent for the PIPE transaction.
About Advent Technologies
Advent Technologies is an innovation-driven company in the fuel cell and hydrogen technology space. Our vision is to accelerate electrification through advanced materials, components, and next-generation fuel cell
technology. Our technology applies to electrification (fuel cells) and energy storage (flow batteries, hydrogen production) markets, which we commercialize through partnerships with Tier1s, OEMs, and System Integrators. For more information on
Advent Technologies, please visit the company’s website at https://www.advent.energy/
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 that are critical to the growing urbanization, electrification, and infrastructure needs of the world. AMCI consummated its initial public offering on NASDAQ in November 2018.
Additional Information
In connection with the proposed business combination transaction between AMCI and Advent (the “Transaction”) in
accordance with the agreement and plan of merger between AMCI and Advent and the other parties thereto (as amended, the “Merger Agreement”), AMCI has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 (SEC File No. 333-250946) (as it may be amended, the “Registration Statement”), to register the shares to be issued to Advent
shareholders in the Transaction and which also includes a preliminary proxy statement for a meeting of AMCI shareholders to approve the Transaction and related matters, and will mail the Registration Statement and definitive proxy statement and
other relevant documents to Advent’s and AMCI’s stockholders. Security holders of AMCI and investors and other interested parties are advised to read the preliminary proxy statement, and amendments thereto, and, when available, the definitive
proxy statement in connection with AMCI’s solicitation of proxies for its special meeting of stockholders to be held to approve the Transaction and related matters, 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 AMCI as of a record date to be established for voting on the Transaction. Stockholders and other interested parties will also be able
to obtain copies of the final Registration Statement and definitive 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 15650.
Forward-Looking Statements
Certain statements made herein contain, and certain oral statements made by representatives of AMCI and Advent and their respective affiliates, from
time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. AMCI’s and Advent’s actual results may differ from their expectations, estimates and
projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters are intended to identify such forward-looking
statements. 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 AMCI’s or Advent’s expectations or projections. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements:
(i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or the subscription agreements for the PIPE; (ii) the ability of AMCI to meet Nasdaq listing standards following the
Transaction and in connection with the consummation thereof; (iii) the inability to complete the Transaction or the PIPE due to the failure to obtain approval of the stockholders of AMCI or Advent or other reasons; (iv) the failure to meet the
minimum cash requirements of the Merger Agreement due to AMCI stockholder redemptions and the failure to consummate the PIPE or other replacement financing; (v) the failure to meet projected development and production targets; (vi) costs related to
the proposed Transaction and PIPE; (vii) changes in applicable laws or regulations; (viii) 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; (ix) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (x) the effect of the COVID-19 pandemic on AMCI and
Advent and their ability to consummate the Transaction and the PIPE; and (xi) 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
SEC by AMCI. Additional information concerning these and other factors that may impact AMCI’s expectations and projections can be found in AMCI’s periodic filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, and in the Registration Statement. Each of AMCI and Advent disclaims any obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise.
Participants in the Solicitation
AMCI and Advent and certain of their respective directors, executive officers, other members of management and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies from AMCI’s and Advent’s stockholders in connection with the approval of the Transaction and related matters. The interests of AMCI’s and Advent’s participants in the solicitation may, in
some cases, be different than those of AMCI’s and Advent’s securityholders generally. Stockholders of AMCI and Advent and other interested persons may obtain more information regarding the names, affiliations and interests in the proposed
Transaction of AMCI’s directors and officers in AMCI’s filings with the SEC, including, without limitation, registration statement and proxy statement of AMCI referred to above (which will also include similar information regarding Advent’s
directors and officers), and other documents filed by AMCI with the SEC. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
ContactsMedia Contact:
Sloane & Company
Joe Germani / Alex Kovtun
jgermani@sloanepr.com / akovtun@sloanepr.com