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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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)
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Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))
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Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c))
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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| Item 2.02 |
Results of Operations and Financial Condition.
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| Item 7.01 |
Regulation FD Disclosure.
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| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibit.
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Exhibit No.
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Description
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Press Release of Advent Technologies Holdings, Inc. dated May 12, 2022.
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Dated: May 12, 2022
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Advent Technologies Holdings, Inc.
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By:
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/s/ Vassilios Gregoriou
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Name:
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Vassilios Gregoriou
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Title:
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Chairman and Chief Executive Officer
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| • |
Q1 revenue of $1.3 million and income from grants of $0.5 million, for a total of $1.8 million.
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| • |
Net loss in Q1 of $(4.1) million or $(0.08) per share.
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| • |
Company holds cash reserves of $59.3 million as of March 31, 2022.
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| • |
Advent’s next-generation MEA has been provided for testing to select strategic partners.
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| • |
New contracts for advanced electrochemistry components with manufacturers of clean power generation and energy storage solutions.
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| • |
Revenue of $1.3 million and income from grants of $0.5 million in the first quarter of 2022. The total of revenue and income from grants of $1.8 million is an increase of 16% from the comparable total in the prior year first quarter.
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| • |
Operating expenses of $12.6 million, a year-over-year increase of $4.7 million, primarily due to costs related to the accelerated growth of the Company from the acquired businesses; increased staffing and costs to operate as a public
company; higher R&D costs; and stock-based compensation expenses.
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| • |
Net loss was $(4.1) million, and adjusted net loss was $(12.5) million. Adjusted net loss excludes a $8.4 million gain from the change in the fair value of outstanding warrants.
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| • |
Net loss per share was $(0.08).
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| • |
Cash reserves were $59.3 million as of March 31, 2022, a decrease of $20.5 million from December 31, 2021, driven by the increased level of R&D and administrative and selling expenses, as well as annual insurance renewals and incentive
compensation payouts during the quarter.
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(in Millions of US dollars, except per share data)
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Three Months Ended March 31,
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|||||||||||
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||||||||||||
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2022
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2021
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$ Change
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|||||||||
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||||||||||||
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Revenue, net
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$
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1.26
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$
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1.49
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$
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(0.23
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)
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|||||
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Gross Profit / (Loss)
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$
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(0.26
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)
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$
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1.14
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$
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(1.40
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)
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Gross Margin (%)
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(21
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)%
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77
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%
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||||||||
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||||||||||||
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Operating Income/(Loss)
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$
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(13.10
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)
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$
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(6.96
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)
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$
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(6.14
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)
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|||
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Net Income/(Loss)
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$
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(4.10
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)
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$
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2.91
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$
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(7.01
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)
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Net Income/(Loss) Per Share (Basic)
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$
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(0.08
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)
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$
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0.08
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$
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(0.16
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)
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Net Income/(Loss) Per Share (Diluted)
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$
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(0.08
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)
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$
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0.07
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$
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(0.15
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)
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Non-GAAP Financial Measures
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||||||||||||
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Adjusted EBITDA – Excl Warrant Adjustment and One-Time Transaction Related Expenses
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$
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(11.99
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)
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$
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(0.89
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)
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$
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(11.10
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)
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Adjusted Net Income / (Loss) – Excl Warrant Adjustment and One-Time Transaction Related Expenses
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$
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(12.48
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)
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$
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(0.99
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)
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$
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(11.49
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)
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|||
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||||||||||||
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Cash and Cash Equivalents
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$
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59.3
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||||||||||
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As of
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||||||||
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ASSETS
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March 31, 2022
(Unaudited)
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December 31,
2021
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||||||
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Current assets:
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||||||||
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Cash and cash equivalents
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$
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59,282
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$
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79,764
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Accounts receivable
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2,806
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3,139
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Contract assets
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1,090
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1,617
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Inventories
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9,211
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6,958
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Prepaid expenses and Other current assets
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10,235
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5,873
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Total current assets
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82,624
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97,351
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Non-current assets:
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||||||||
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Goodwill
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30,030
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30,030
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||||||
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Intangibles, net
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22,657
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23,344
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Property and equipment, net
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8,964
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8,585
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Other non-current assets
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2,523
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2,475
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Deferred tax assets
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1,374
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1,246
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||||||
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Total non-current assets
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65,548
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65,680
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||||||
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Total assets
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$
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148,172
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$
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163,031
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||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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||||||||
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Current liabilities:
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||||||||
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Trade and other payables
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$
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5,474
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$
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4,837
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||||
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Deferred income from grants, current
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192
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205
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||||||
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Contract liabilities
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558
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1,118
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||||||
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Other current liabilities
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7,963
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12,515
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||||||
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Income tax payable
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192
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196
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||||||
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Total current liabilities
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14,379
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18,871
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||||||
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Non-current liabilities:
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||||||||
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Warrant liability
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1,997
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10,373
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||||||
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Deferred tax liabilities
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2,197
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2,500
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||||||
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Defined benefit obligation
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95
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90
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||||||
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Other long-term liabilities
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956
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996
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||||||
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Total non-current liabilities
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5,245
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13,959
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||||||
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Total liabilities
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19,624
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32,830
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||||||
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Commitments and contingent liabilities
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||||||||
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Stockholders’ equity
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||||||||
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Common stock ($0.0001 par value per share; Shares authorized: 110,000,000 at March 31, 2022 and December 31, 2021; Issued and outstanding: 51,253,591
and 51,253,591 at March 31, 2022 and December 31, 2021, respectively)
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5
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5
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||||||
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Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at March 31, 2022 and December 31, 2021; nil issued and outstanding at
March 31, 2022 and December 31, 2021)
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-
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-
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||||||
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Additional paid-in capital
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167,755
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164,894
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||||||
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Accumulated other comprehensive loss
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(1,691
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)
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(1,273
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)
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||||
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Accumulated deficit
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(37,521
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)
|
(33,425
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)
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||||
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Total stockholders’ equity
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128,548
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130,201
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||||||
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Total liabilities and stockholders’ equity
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$
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148,172
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$
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163,031
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||||
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Three months ended March 31,
(Unaudited)
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||||||||
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2022
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2021
|
|||||||
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Revenue, net
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$
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1,256
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$
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1,489
|
||||
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Cost of revenues
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(1,517
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)
|
(347
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)
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||||
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Gross profit / (loss)
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(261
|
)
|
1,142
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|||||
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Income from grants
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508
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38
|
||||||
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Research and development expenses
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(2,149
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)
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(29
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)
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||||
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Administrative and selling expenses
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(10,498
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)
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(7,922
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)
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||||
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Amortization of intangibles
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(699
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)
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(187
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)
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||||
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Operating loss
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(13,099
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)
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(6,958
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)
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Fair value change of warrant liability
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8,376
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9,766
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||||||
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Finance expenses, net
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(10
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)
|
(10
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)
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||||
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Foreign exchange (losses) / gains, net
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(17
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)
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24
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|||||
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Other (expenses) / income, net
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(3
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)
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84
|
|||||
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Income / (loss) before income tax
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(4,753
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)
|
2,906
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|||||
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Income taxes
|
657
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-
|
||||||
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Net income / (loss)
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$
|
(4,096
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)
|
$
|
2,906
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|||
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Net income / (loss) per share
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||||||||
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Basic income / (loss) per share
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(0.08
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)
|
0.08
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|||||
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Basic weighted average number of shares
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51,253,591
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37,769,554
|
||||||
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Diluted income / (loss) per share
|
(0.08
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)
|
0.07
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|||||
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Diluted weighted average number of shares
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51,253,591
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40,987,346
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||||||
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Three months ended March 31, (Unaudited)
|
||||||||
|
2022
|
2021
|
|||||||
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Net Cash used in Operating Activities
|
$
|
(19,311
|
)
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$
|
(12,196
|
)
|
||
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Cash Flows from Investing Activities:
|
||||||||
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Proceeds from sale of property and equipment
|
0
|
-
|
||||||
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Purchases of property and equipment
|
(950
|
)
|
(77
|
)
|
||||
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Purchases of intangible assets
|
(13
|
)
|
-
|
|||||
|
Advances for the acquisition of property and equipment
|
(50
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)
|
-
|
|||||
|
Acquisition of subsidiaries, net of cash acquired
|
-
|
(3,976
|
)
|
|||||
|
Receipt of government grants
|
3
|
-
|
||||||
|
Net Cash used in Investing Activities
|
$
|
(1,010
|
)
|
$
|
(4,053
|
)
|
||
|
Cash Flows from Financing Activities:
|
||||||||
|
Business Combination and PIPE financing, net of issuance costs paid
|
-
|
140,693
|
||||||
|
Net Cash provided by Financing Activities
|
$
|
-
|
$
|
140,693
|
||||
|
Net increase / (decrease) in cash and cash equivalents
|
$
|
(20,321
|
)
|
$
|
124,444
|
|||
|
Effect of exchange rate changes on cash and cash equivalents
|
(161
|
)
|
15
|
|||||
|
Cash and cash equivalents at the beginning of the period
|
79,764
|
516
|
||||||
|
Cash and cash equivalents at the end of the period
|
$
|
59,282
|
$
|
124,975
|
||||
|
Supplemental Cash Flow Information
|
||||||||
|
Cash activities
|
||||||||
|
Interest paid
|
$
|
6
|
$
|
-
|
||||
|
Non-cash Investing and Financing Activities:
|
||||||||
|
Stock-based compensation
|
$
|
2,861
|
$
|
-
|
||||
|
EBITDA and Adjusted EBITDA
|
Three months ended March 31,
(Unaudited)
|
|||||||||||
|
(in Millions of US dollars)
|
2022
|
2021
|
$ change
|
|||||||||
|
Net income / (loss)
|
$
|
(4.10
|
)
|
$
|
2.91
|
(7.01
|
)
|
|||||
|
Depreciation of property and equipment
|
$
|
0.42
|
$
|
0.00
|
0.42
|
|||||||
|
Amortization of intangibles
|
$
|
0.70
|
$
|
0.19
|
0.51
|
|||||||
|
Finance costs, net
|
$
|
0.01
|
$
|
0.01
|
-
|
|||||||
|
Other (income) / expenses, net
|
$
|
-
|
$
|
(0.08
|
)
|
0.08
|
||||||
|
Foreign exchange differences, net
|
$
|
0.02
|
$
|
(0.02
|
)
|
0.04
|
||||||
|
Income tax
|
$
|
(0.66
|
)
|
$
|
0.00
|
(0.66
|
)
|
|||||
|
EBITDA
|
$
|
(3.61
|
)
|
$
|
3.01
|
(6.62
|
)
|
|||||
|
Net change in warrant liability
|
$
|
(8.38
|
)
|
$
|
(9.77
|
)
|
1.39
|
|||||
|
One-Time Transaction Related Expenses (1)
|
$
|
0.00
|
$
|
5.87
|
(5.87
|
)
|
||||||
|
Adjusted EBITDA
|
$
|
(11.99
|
)
|
$
|
(0.89
|
)
|
(11.10
|
)
|
||||
| (1) |
Bonus awarded after consummation of the Business Combination effective February 4, 2021.
|
|
Adjusted Net Loss
|
Three months ended March 31,
(Unaudited)
|
|||||||||||
|
(in Millions of US dollars)
|
2022
|
2021
|
$ change
|
|||||||||
|
Net income / (loss)
|
$
|
(4.10
|
)
|
$
|
2.91
|
(7.01
|
)
|
|||||
|
Net change in warrant liability
|
$
|
(8.38
|
)
|
$
|
(9.77
|
)
|
1.39
|
|||||
|
One-Time Transaction Related Expenses (1)
|
$
|
0.00
|
$
|
5.87
|
(5.87
|
)
|
||||||
|
Adjusted Net Loss
|
$
|
(12.48
|
)
|
$
|
(0.99
|
)
|
(11.49
|
)
|
||||
| (1) |
Bonus awarded after consummation of the Business Combination effective February 4, 2021.
|