Advent Technologies Holdings, Inc DEFA14A, filed Oct 13, 2020
Advent Technologies Holdings, Inc. (ADNH)
DEFA14A
2020-10-13
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October 25, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 13, 2020
AMCI ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38742
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83-0982969
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1501 Ligonier Street, Suite 370
Latrobe, Pennsylvania 15650
(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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Common Stock, par value $0.0001 per share
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AMCI
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The Nasdaq Stock Market LLC
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Warrants to purchase one share of Common Stock
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AMCIW
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The Nasdaq Stock Market LLC
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Units, each consisting of one share of Common Stock and one Warrant
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AMCIU
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The Nasdaq Stock Market LLC
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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:
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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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 |
Regulation FD Disclosure.
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Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the investor presentation (the
“Investor Presentation”) that will be used by AMCI Acquisition Corp. (Nasdaq: AMCI, AMCIW and AMCIU), a special purpose acquisition company organized under the laws of the State of Delaware (“AMCI”), in connection with the transactions contemplated by the Merger Agreement described below.
The Investor Presentation 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 of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 8.01 |
Other Events.
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On October 13, 2020, AMCI issued a press release announcing the execution of a definitive Agreement and Plan of Merger, dated as of October 12,
2020 (the “Merger Agreement”), with Advent Technologies, Inc., a Delaware corporation (“Advent”) and innovation driven fuel cell
technology company that is unlocking the hydrogen economy. Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, a newly-formed Delaware subsidiary of AMCI will merge with and into Advent, and Advent will
continue as the surviving corporation and a wholly-owned subsidiary of AMCI. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Forward-Looking Statements
This report contains, 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 are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, AMCI’s and Advent’s expectations
with respect to future performance and anticipated financial impacts of the transactions (the “Transactions”) contemplated by the Merger Agreement, the satisfaction of the closing conditions to the Transactions and the timing of the completion of the Transactions. These
forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside of the control of AMCI or Advent and are difficult to
predict. Factors that may cause such differences include but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (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 transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders
or warrantholders of AMCI or the stockholders of 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 obtain replacement financing; (v)
the failure to meet projected development and production targets; (vi) costs related to the proposed transaction; (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 (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 Securities and Exchange Commission (the “SEC”) by AMCI. The foregoing list of factors is not exclusive. Readers are
cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither AMCI nor Advent undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law.
Readers are referred to the most recent reports filed with the SEC by AMCI. Readers are cautioned not to place undue
reliance upon any forward-looking statements, which speak only as of the date made, and AMCI undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Important Information About the Transactions and Where to Find It
AMCI intends to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”), which will include a preliminary proxy statement of AMCI and a prospectus in connection with the Merger Agreement and the Transactions. AMCI will mail a definitive proxy statement and other relevant
documents to its shareholders and warrantholders. Securityholders of AMCI and other interested persons are advised to read, when available, the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection
with AMCI’s solicitation of proxies for the special meeting to be held to approve the Merger Agreement and the Transactions because these documents will contain important information about AMCI, Advent, the Merger Agreement and the Transactions.
The definitive proxy statement will be mailed to securityholders of AMCI as of a record date to be established for voting on the Merger Agreement and the Transactions. Securityholders and other interested persons will also be able to obtain
copies of the Registration Statement and the proxy statement/prospectus, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to AMCI by contacting its Chief Executive Officer, William Hunter, c/o AMCI
Acquisition Corp., 1501 Ligonier Street, Suite 370, Latrobe, PA 15650, at (724) 672-4319.
Participants in the Solicitation
AMCI and Advent, and their respective directors and executive officers may be deemed to be participants in the solicitation
of proxies from the holders of AMCI ordinary shares in connection with the proposed Transactions. Information about AMCI’s directors and executive officers and their ownership of AMCI’s ordinary shares is set forth in AMCI’s Annual Report on Form
10-K for the year ended December 31, 2019 filed with the SEC, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy
solicitation will be included in the proxy statement/prospectus pertaining to the proposed Transactions when it becomes available. These documents can be obtained free of charge from the sources indicated above.
Disclaimer
This communication 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 jurisdiction in which the offer, solicitation or sale would be unlawful prior to the 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.
| Item 9.01. |
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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99.1
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99.2
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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: October 13, 2020
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Exhibit 99.1
www.advent.energy Investor Presentation October 2020 NEXT GENERATION FUEL CELL TECHNOLOGY
2 This presentation has been prepared by Advent Technologies Inc. (“Advent”) and AMCI Acquisition Corp.
(“AMCI”) to assist interested parties in making their own evaluation with respect to the proposed business combination between Advent and AMCI and for no other purpose. The data contained herein is derived from various internal and external
sources. Please refer to the merger agreement for the business combination between Advent and AMCI and the filings by AMCI with the United States Securities and Exchange Commission (“SEC”) for the full terms of the transaction. While the
information contained in this presentation has been prepared in good faith, neither Advent nor AMCI, nor any of their respective shareholders, directors, officers, agents, employees, affiliates, representatives or advisors, makes any
representations or warranties (express or implied) as to, or in relation to, the fairness, accuracy, reliability or completeness of the information in this presentation, and liability therefor is expressly disclaimed. Accordingly, neither Advent
nor AMCI, nor any of their respective shareholders, directors, officers, agents, employees, affiliates, representatives or advisors, takes any responsibility for, or will accept any liability, whether direct or indirect, express or implied,
contractual, tortious, statutory or otherwise, with respect to the accuracy or completeness of the information in this presentation or for any of the opinions, estimates, projections, forecasts, targets, or prospects contained in this
presentation or for any errors, omissions or misstatements or for any loss, howsoever arising from this presentation. The information, opinions, estimates, projections, forecasts, targets, or prospects contained in this presentation are provided
as at the date of this presentation and are subject to change without notice.This presentation contains financial information prepared in accordance with U.S. generally accepting accounting principles (“GAAP”) that have been extracted without
material adjustment from audited GAAP financial statements and/or extracted or derived from unaudited accounting records that have been used to prepare GAAP financial statements. This presentation also contains certain non-GAAP financial measures
which have not been and will not be audited. These non-GAAP financial measures are not recognized measures of financial performance or liquidity under GAAP, but are measures used by Advent’s management to monitor the underlying performance of
Advent’s business and operations. These non-GAAP measures may not be indicative of Advent’s historical operating results nor are such measures meant to be predicative of future results. These measures and ratios may not be comparable to those
used by other companies under the same or similar names. As such, undue reliance should not be placed on these non-GAAP financial measures. Certain financial information contained herein is unaudited and is based on internal records and/or
estimates. This presentation contains certain forward-looking information which may not be included in future public filings or investor guidance. The inclusion of financial information or metrics in this presentation should not be construed as a
commitment by Advent or AMCI to provide guidance on such information in the future. The balance sheet and income statement data contained herein is currently subject to audit in accordance with the rules of the Public Company Accounting Oversight
Board (“PCAOB”) and may be updated or modified in the final audited financial statements included in the proxy statement with respect to the meeting of AMCI stockholders related to AMCI’s business combination with Advent and the related
registration statement on Form S-4.The information contained in this presentation is the property of Advent and AMCI. This presentation may not be copied, published, reproduced or distributed in whole or in part at any time without the prior
written consent of Advent and AMCI. The trademarks and trademark symbols used herein are the properties of their respective owners.This presentation does not constitute investment, legal, accounting, regulatory, taxation or other advice, and
neither this presentation nor the information in this presentation takes into account the recipient’s investment objectives, or the recipient’s legal, accounting, regulatory, taxation or financial situation or particular needs. In particular, any
estimates, projections, forecasts, targets, prospects or opinions contained in this presentation necessarily involve significant elements of subjective judgment, analysis and assumption are based upon the reasonable judgment of Advent and AMCI,
subject to change without notice, and each recipient should satisfy itself in relation to such matters. This presentation, the information contained in this presentation or any related oral presentation is for informational purposes only and does
not constitute, or form part of, any offer, invitation to sell or issue, or any solicitation of any offer to subscribe for, purchase or otherwise acquire any securities in Advent or AMCI or their respective affiliates, nor shall this
presentation, or the fact of its communication, form the basis of, or be relied upon in connection with, or act as any inducement to enter into any contract or commitment whatsoever with respect to such securities. This presentation and the
information in this presentation are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident located in any locality, state, country or other jurisdiction where such distribution,
publication, availability or use would be contrary to law or regulation or which would require registration of licensing within such jurisdiction. This presentation contains financial forecasts with respect to Advent’s estimated future
performance. These forecasts have been prepared solely by Advent and have not been diligenced by AMCI. Neither AMCI’s independent auditors nor the independent auditors of Advent audited, reviewed, compiled or performed any procedures with respect
to the projections for the purpose of their inclusion in this Investor Presentation and, accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. None of
these forecasts were prepared with a view toward compliance with the published guidelines of the SEC, PCAOB, GAAP or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of
financial forecasts. These projections should not be relied upon as being necessarily indicative of future results. In this presentation certain of the above-mentioned projected financial information has been included (in each case, with an
indication that the information is an estimate and is subject to the qualifications presented herein) for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are
inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information.
Accordingly, there can be no assurance that the prospective results are indicative of the future performance of Advent or AMCI or that actual results will not differ materially from those presented in the prospective financial information.
Inclusion of the prospective financial information in this Investor Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. The financial
forecasts reflect assumptions that are subject to change, and there can be no assurance that AMCI’s or Advent’s financial condition or results of operations will be consistent with those set forth in such analyses and forecasts. Disclaimer
3 This presentation contains “forward-looking statements” within the meaning of applicable securities
laws, including statements with respect to Advent’s strategies, future opportunities and growth prospects, Advent’s financial statements, as well as other information and statements that are not historical fact. These forward-looking statements
regarding future events and the future results of Advent and AMCI are based on current expectations, estimates, forecasts, and projections about the industry in which Advent operates, as well as the beliefs and assumptions of Advent’s management.
These forward-looking statements are only predictions and are subject to known and unknown risks, uncertainties, assumptions and other factors beyond Advent’s or AMCI’s control that are difficult to predict because they relate to events and
depend on circumstances that will occur in the future. They are neither statements of historical fact nor promises or guarantees of future performance. Therefore, Advent’s actual results may differ materially and adversely from those expressed or
implied in any forward-looking statements and Advent therefore cautions against relying on any of these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to: economic conditions
globally; the impact of competition; political and economic developments in the countries in which Advent operates; regulatory developments in Greece, Europe and internationally; the COVID-19 pandemic; the inability for any reason to close the
transactions contemplated by the merger agreement between Advent and AMCI; the inability to recognize the anticipated benefits of the proposed business combination between ACMI and Advent, which may be affected by, among other things, the amount
of cash available following any redemptions by AMCI’s stockholders; the ability to meet NASDAQ’s listing standards following the consummation of the proposed business combination; costs related to the proposed business combination; Advent’s
ability to manage growth; Advent’s ability to execute its business plans and the timing and costs of these plans; Advent’s estimates of the size of the markets it serves; the rate and degree of market acceptance of Advent’s products; rising costs
or pricing pressures adversely affecting Advent’s profitability, including sales and marketing expenses; expectations regarding capacity constraints; potential litigation involving AMCI or Advent; the validity or enforceability of Advent’s
intellectual property and Advent’s compliance with the intellectual property rights of third parties; and other risks and uncertainties indicated from time to time in the definitive proxy statement to be delivered to AMCI’s shareholders and
related registration statement on Form S-4, including those set forth under “Risk Factors” therein, and other documents filed or to be filed with the SEC by AMCI. Any forward-looking statements made by or on behalf of Advent or AMCI speak only as
of the date they are made. Neither Advent nor AMCI undertakes any obligation to update any forward-looking statements to reflect any changes in their respective expectations with regard thereto or any changes in events, conditions or
circumstances on which any such statement is based. Accordingly, attendees and recipients should not place undue reliance on forward-looking statements due to their inherent uncertainty. In this presentation, Advent relies on and refers to
information and statistics regarding industry data. Advent obtained this information and statistics from third-party sources, including reports by financial data firms and other firms. Advent has supplemented this information where necessary with
information from discussions with its own internal estimates, taking into account publicly available information about other industry participants and Advent’s management’s best view as to information that is not publicly available. Such
information has not been subject to any independent audit or review. To the extent available, the industry, market and competitive position data contained herein has come from official or third party sources. Third party industry publications,
studies and surveys generally state that the data contained therein has been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While Advent reasonably believes that each of
these publications, studies and surveys has been prepared by a reputable party, neither Advent nor AMCI nor any of their respective directors, officers, employees, agents, affiliates, advisors or agents, have independently verified the data
contained therein. In addition, certain industry, market and competitive position data contained herein come from Advent’s internal research and estimates based on the knowledge and experience of Advent’s management in the markets in which Advent
operates. While Advent reasonably believes that such research and estimates are reasonable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to
change. Accordingly, reliance should not be placed on any of the industry, market or competitive position data contained in such information and no representation or warranty (express or implied) is given that such data is correct or complete.In
connection with the proposed business combination between AMCI and Advent and related transactions, AMCI will file preliminary and definitive proxy statements and a registration statement on Form S-4 with respect to the proposed business
combination and related matters with the SEC, and will mail a definitive proxy statement and other relevant documents to its stockholders. Investors and security holders of AMCI are advised to read, when available, the preliminary proxy statement
and registration statement, and amendments thereto, and the definitive proxy statement in connection with AMCI’s solicitation of proxies for its stockholders’ meeting to be held to approve the proposed business combination and related matters and
the related registration statement because the proxy statements and registration statement will contain important information about the proposed business combination and related transactions and the parties to such arrangements. The definitive
proxy statement will be mailed to stockholders of AMCI as of a record date to be established for voting on the proposed business combination and related matters. Stockholders will also be able to obtain copies of the proxy statement, without
charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Investor Relations, AMCI Acquisition Corp., 975 Georges Station Road, Suite 900, Greensburg, PA 15601.AMCI, Advent, and their respective directors,
executive officers and other members of their management and employees, may, under SEC rules, be deemed to be participants in the solicitation of proxies of AMCI’s stockholders in connection with the proposed business combination and related
transactions. Information concerning the interests of AMCI’s and Advent’s participants in the solicitation, which may, in some cases, be different than those of AMCI’s and Advent’s equity holders generally, will be available in the proxy
statement relating to the proposed business combination and related matters to be filed by AMCI with the SEC.By reading this presentation, you agree to be bound by the limitations set out herein. Any failure to comply with these restrictions may
constitute a violation of applicable laws. Disclaimer (continued)
Transaction Summary 4 Vasilis GregoriouFounder & CEO Emory De CastroCTO Nick StampCFO Advent
Technologies, Inc. AMCI Acquisition Corp. Bill HunterCEO & President AMCI Acquisition Corp. (“AMCI”) has proposed to enter into a business combination with Advent Technologies, Inc. (“Advent”), an innovation driven fuel cell technology
company that is unlocking the Hydrogen EconomyAMCI (NASDAQ:AMCI) is a publicly listed special purpose acquisition company with ~$153 million of cash held in trustAdvent and AMCI are combining to advance the development and manufacturing of
Advent’s platform technology that is based on high-temperature proton exchange membranes (HT-PEM)The transaction will fully fund the next phase of Advent’s expansion efforts to respond to significant and immediate market opportunitiesAdvent’s
existing shareholders are rolling 100% of their equityIt is anticipated that the post-closing company will retain the Advent name and be listed on NasdaqThe transaction is expected to close in Q4 2020 Transaction Structure AMCI & Advent
Technologies – An ideal combination to unlock the Hydrogen Economy Transaction implies pro forma enterprise value of $358 million(1)2.9x 2024E Revenue projection of $122.8 million, compared to peer average of 18.4x(2,3)15.0x 2024E EBITDA
projection of $23.8 million, compared to peer average of 97.8x(2,3)Existing Advent shareholders will receive 52% of the pro forma equity(4)Pro forma, Advent will have ~$122 million of cash to help realize production ramp up Valuation (1) TEV
based on equity value assuming $10/share, and $1.3mm of cash as of 6/30/2020, $121 million of new cash post-close and no debt. (2) Refer to page 36 for peer analysis. (3) Utilizes 2023E multiple for peers when 2024E is not available. (4) Refer to
page 35 for additional assumptions.
Investment Highlights Experienced management team delivering breakthrough technology in
partnership with world class research centers Advent is the missing puzzle piece to unlocking the Hydrogen Economy with low-cost energy solutions Proven, scalable business model that delivers consistent and recurring revenue, with a ~$100m
revenue opportunity per 1GW of demand Solving the range and recharge mobility problems with Li-ion batteries given greater energy storage capability 5 Platform technology provides critical performance benefits for a wide range of end
markets, with a total estimated market size of more than 850GW by 2040 Sources: Global Data, Bloomberg New Energy Finance. Developing and manufacturing the critical components for high-growth new energy markets, including transportation,
off-grid, aviation and the Hydrogen Economy Low cost, fuel-flexible and resilient fuel cell technology – solving the need for expensive hydrogen infrastructure
1. Company Overview
Pioneering, critical technology for the Hydrogen Economy We Are Advent Next Generation Fuel Cell
TechnologyBacked by 50+ international technology and process patentsFuel-flexible, lower cost, longer life – works anywhereSupported by industry leading partners Our Partners Our Markets Fuel cells for EV automotive, aviation and stationary /
off-grid applicationsEnergy StorageIoT SensorsHydrogen Production Timing is Now Ramping up of EV automotive sector is inflection point for demand of fuel cellsSuccess of Tesla and others provides high visibility for clean techAdvent’s team is
highly skilled in production ramp-up and ready to execute on the growth plan of the company Proven Product Ready for Market AdoptionAdvent’s MEA products are already being used and tested for use by a number of top tier customersHeavy truck
users beginning adoption of hydrogen fuel cells to extend EV rangeRoll-to-roll manufacturing process provides for scalable, high margin business 7
Advent Fuel Cell is Flexible Broad market, low infrastructure cost Advent’s fuel-flexible capabilities
solve the hydrogen infrastructure problem opening an immediate market opportunity 8 AdventMEA Inside Advent Hydrogen, (green) methanol, natural gas, biofuels, ammonia Now: Multi-fuelInfrastructure available now; can deploy
Immediately Future: eFuelszero-emissions hydrogen based liquid fuels Competition LT-PEM Requires 99.99% pure hydrogenInfrastructure Cost 100x higher Hydrogen CFRP Tanks for transport, storage$1.5m+ for new refill
stations Marine Aviation: Drones, eVTOLs Electric Vehicles Off-Grid Power Fuel Cell Compressed Hydrogen is problematic for aviation, marine, and off-grid
MEA Application in TransportationAdvent Solves the Range and Recharge Problems 9 Advent provides
consumers with the same convenience as a conventional vehicle without the pollution
Solving the Hydrogen Infrastructure Problem Advent’s fuel-flexible capabilities allow for significantly
reduced infrastructure requirements and provides energy solutions for billions of people in the developing-world 10 ~$50billion RENEWABLE &LOW-CARBON FUELS Retrofit trucks, tanks and pumps DISTRIBUTION: WHOLESALE TO
END-USERS GLOBAL: INFRASTRUCTURE COSTS(1) Hydrogen CFRP Tanks for transport, storage ~$15,000billion Battery Grid upgrades, new charging stations ~$5,000Billion Advent Fuel Cells’ Innovative Capability Sources: Joule,
Management Estimates. (1) Estimated upfront infrastructure costs, assuming 200 cars per 1000 people of each type. Methanol and biofuels can use existing infrastructure (with minor modifications) built for incumbent liquid fuels.
Next Generation fuel cell technology that significantly improves the economics of hydrogen
power What We DoOur Products High-Temp Fuel Cell Complete Systems Develop, Manufacture & Sell Develop & License Fuel-flexible fuel cells that significantly reduce need for hydrogen infrastructureEnter into joint
development programs with partnersIntend to scale-up production for mobility (auto, aviation) and stationary (off-grid, portable, security, charging station) markets Leverage MEA technology with a matched fuel cell and license to system
integrators, Tier 1s and OEMsIP in design, cooling, testing and optimization Membrane & Electrode Assembly (“MEA”) MEA is the “heart of the fuel cell”Analogous to Li-ion cell for the battery industry High-Temp PEM Membranes Next
generation electricity conducting plastics that can operate at 160+oCSignificantly enhances capabilities and performance of fuel cells and other clean technology systems 11 Advent’s technology is fuel-flexible, lightweight and resilient
Unique Market Position in the Fuel Cell Value Chain Only vertically-integrated supplier of HT-PEMs to fuel
cell OEMs and system manufacturers 12 % of fuel cell cost HT-PEM LT-PEM SOFC Membrane MEA manufacture & assembly Fuel cell technologyEngineering/Licensing Fuel cell OEMs, and System
Manufacturing 3% 25% 30% 100% Any Fuel, Anywhere Hydrogen Only Stationary Only
Advent’s MEAs are the “heart” of the fuel cell & all electrochemistry applications –
analogous to Li-ion cell for battery packs Advent MEAMarket Changing Technology $350b by 2040 Telco, O&G, Mining, CHP powerAPUDefense, security, marine Off-grid Power $1,200bby 2027 Heavy-duty trucksCommercial vehiclesPassenger
EVsRange extenders for SUVTaxisCharging stations EV Automotive $27b by 2030 Commercial droneSurveillance/DefenseeVTOLsCommercial aviationZero-emissions flightAuxiliary power Aerospace & Defense $2.3bby 2028 Hydrogen technology &
generationElectrolysisPower to gas, power to liquid technology providers Hydrogen Production $4.5b by 2028 Vanadium and Iron flow battery Microgrid, industrial and utility marketsUsed for balancing renewable power demand & supply Energy
Storage $1.3b by 2027 Electrochemical sensor for: pollution monitoring, medical, food, consumer apps IoT, Sensors Applications FUEL CELLS OTHER MARKETS Market & Size 13 MEA Membrane Electrode Assembly Advent Inside Sources:
Grand View Research, IDTechEx, Markets and Markets, Lux Research, Allied Market Research.
Scale-up fundraising; progressing majorcontracts Consolidating 50+ international patents and $500m+ of
technology investments by partners, predecessors and strategic licensing & acquisition agreements Evolution & Innovation 2012 Collaboration with US DoE Los Alamos, Brookhaven labs Incorporate in USASeed Round 2013-2016 Projects
with NASA, ESA, DoE R&D 2018-2019 2020 Consolidate membrane technology; BASF license UltraCell renews multi-year supply contract License advanced stack technology from EnerFuel US Navy purchases stacks SAFRAN expands program ESS
signs component supply agreement Palcan signs MEA supply agreement Stealth IoT company begins program with Advent EV manufacturerengagement 2003 Development of initial fuel cells Development / Evolution Key Partnerships Market
Penetration Beyond Production ramp up and commercialization of products Mass Adoption 14 Advent TPS®introduced
Vancouver-based developer of fuel cells for the Chinese marketApplications in automotive, stationary,
off-grid marketsAdvent supplies key component Award-winning Munich-based fuel cell manufacturer. Recently secured EU Horizon 2020 funding approvalSiqens has developed the Ecoport 800 HT-PEM fuel cell for off-grid applications using methanol as
the hydrogen carrierAdvent supplies MEAs Proven technology with products already in market World-Class Customer Base International high-technology group with 84,000 employees worldwide; operates in aviation, defense and space marketsAdvent
supplies MEAs and collaborates on innovation WE DEVELOP, MANUFACTURE, AND SELL Oregon iron flow battery for off-grid and utility systemsBacked by established cleantech investors including Breakthrough Energy & BASF Ventures Advent supplies
component of ESS’s iron flow battery California-based developer of fuel-flexible fuel cells for mobile, portable power solutionsSupplier to the U.S., U.K. and other armiesAdvent supplies MEAs Silicon Valley-based IoT InnovatorDevelops
specialized sensors Multi-year collaboration with significant commercial potentialAdvent supplies core component Japanese multinational automotive manufacturerApplications in fuel cell vehiclesAdvent MEAs are tested for next generation
vehicles FuelCell Energy, Inc. (NASDAQ: FCEL) is a global leader in delivering clean, efficient, and affordable fuel cell solutions configured for the supply, recovery, and storage of energyAdvent supplies MEAs for tri-generation
systems 15 Portable Power Off-Grid Energy Storage Aviation Gas Sensors Off-Grid Auto Power Generation
Fuel Cell Market Opportunity TYPICAL SIZE OF ONE UNIT 1-5kW OFF-GRID,
CHPSTATIONARY 250-520GW PASSENGER, COMMERCIAL EV 15-30kW 120-680GW HEAVY-DUTY TRUCKMUNICIPAL BUS 100kW+ 40-100GW EVTOL, COMMERCIAL DRONE, PORTABLE REMOTE POWER 1-30kW ~20GW(1) MARKET SIZE2040 16 Customer’s Power Requirements 1
GW Advent Target Cost per kW (2025) $80/kW MEA Sales Revenue $80M Licensing Fees(2) $16M Total Revenue to Advent Per GW $96M Sources: Global Data, Bloomberg New Energy Finance. (1) Management Estimates. (2) Assumes licensing fees are
equal to 5% of customer’s fuel cell sales and 30% of MEA cost. Fuel cells & hydrogen production can be a $50 billion market by 2030 driven by well-established global policy support Advent revenue expected to be ~$100m per GW
Strategic partnerships accelerate product development and reduce customers’ launch timeframes Industry
Leading Access and Technology DoE, L’Innovator Program: Partner with top US-labs for next-gen developmentBegan partnership with Los Alamos L’Innovator program in 2019 UltraCell: Licensing agreement since 2016 with leading provider of portable,
lightweight fuel cells In-house Expertise: Scale-up expertise – working for and with top chemistry leadersWorking with BASF for 7+ years 17
Advent’s technology is the right choice for mobility and affordable power anywhere Fuel Cell Technology
Evolution 18 Fuel-Flexibility (Wide Market Opportunity) Fit for Mobility (Power Density, Heat Management, System Simplicity) Resilience, Durability, Lifetime Affordability (Total Cost of Ownership) Improved Commercial Applications HT-PEM
(Competitors) Advent HT-PEM Least Benefit to End User LT-PEM (Competitors) Most Benefit to End User
Proven track-record of technological development and commercialization Leadership &
Expertise Vasilis GregoriouFounder & CEO 30+ years of operational and strategy experience in the US and EuropeWorld-renowned renewable energy expertExtensive experience in product development and company managementPh.D. Physical
Chemistry, Duke MBA, Northeastern 30+ years experience in corporate and securities law, M&A, VC, corporate finance and IP law 20+ years as a C-Suite Officer in Tech/Marketing (founded start up to AIM & Nasdaq IPOs) Chris
KaskavelisCMO Jim CoffeyGeneral Counsel 35+ years of technology commercialization, 25+ years in fuel cellsVolume manufacturing expertDOE Manufacturing AwardBASF Fuel Cell Inc.PEMEAS Inc., and De Nora N.A.E-TEKPh.D. CincinnatiB.S. Duke Emory
De CastroCTO 20+ years of financial services experience in energy industry and investment banking rolesPreviously Director, EMEA ECM, MacquarieChartered Accountant, Ernst & Young (2004)BA (Classics) Oxford University Nick StampCFO Nora
GourdoupiGM Europe 19+ years experience in fuel cellsCo-inventor of Advent polymerPh.D. University of Patras 25+ years in global investment & corporate bankingCEO in banking and investment managementIn-depth knowledge of energy,
commodities & transportationTurnaround & scale up expertHarvard Business School, Erasmus MBA, Piraeus University MSc Harris AntoniouAdvent Board of Directors Bill HunterCEO, AMCI 25+ years of financial services experience, with a
focus on the industrial and natural resources sectorsLong track record in battery metals-related investments, including current Board member of American Battery Technology Corp.MBA from DePaul University Note: Additional board members will be
added prior to close. 19 23+ years experience in operationsB.B.A. University of Cyprus LLM in Business Law Chara DendiOperations
www.advent.energy 2. Next Generation Fuel Cell
Fuel cells solve for issues that cannot be solved by batteries alone True net-zero (not grid-dependent)
with green fuels Next Generation Technology Accelerates Clean Energy Transition 21
Bringing down cost/kW – Advent’s fuel cell technology enables longer-lasting, lower cost, more robust and
more powerful fuel cells Advent Fuel Cells Outperform Competition Advent vs incumbent LT-PEM technology Any Fuel, Anywhere Advent technology allows fuel cells to be: Long lasting Degradation is still a problem for fuel cellsAdvent can more
than triple lifetime (~10,000 hrs to 10% power loss vs 3,500) Fuel-Flexible Hydrogen infrastructure can be delivered quickly and efficiently with methanol or other hydrogen sources such as biogasImpurities in regular hydrogen such as 10 ppm CO
(carbon monoxide) kill a low temperature fuel cell – our materials withstand > 2 % COThe same holds true for air purity; air pollution decreases power in low temperature fuel cells Resilient Reducing humidity and temperature issues increases
life and reduces cost, and these units work anywhere in the worldLow temperature cannot run hot and dry – no less than 50% Relative Humidity (RH) and not hotter than 70 °C while our technology runs from 0% RH (Nevada) to 100% (Florida in the
summer) High Power At least as powerful as current tech (1,100 mW/cm2 peak power) without the extra weight and volume of complex cooling and water management Cost Competitive Roll-to-roll processing mated to catalyst technology that reduces
platinum 8-10 foldSimpler system design and fuel flexibility drop TCO massively 22
Enabling the Hydrogen Economy Cost Increasing Range of Applications Advent Primary
Applications HCV, Municipal Bus Transportation Off-Grid Power Generation ~100-700GW ~40-100GW Market Size2040 ~250-500GW 23 Current Future Any Fuel Anywhere Extreme Heat (+55oC) Freezing
Temperatures(-20oC) Pollution HighHumidity Hydrogen eFuels Natural Gas Ethanol Ammonia Methanol MEA Membrane Electrode Assembly Sources: Bloomberg New Energy Finance, Global Data. For every GW of market size, Advent has the
potential to earn an estimated $100 million by driving down costs and improving capabilities
Advent is winning the race to be the low cost industry provider able to take market share from battery
and ICE vehicles Low Cost Drives Adoption Substantial unit cost savings as MEA production builds up due to raw material purchasing efficiency & reduced processing costsProcurement, labor and processing costs all highly competitive due to
location of manufacturing Substantial cost savings due to automation of assembly line and advanced MEA product development projectsAutomation of assembly line provides 3x efficiency improvement in direct labor costsAdvent’s advanced MEA will
provide the same power output with ~25% of the raw materials Cost Reduction by Scale-up Advent’s Patented Technology Provides for Significant Advantage Relative to Peers Cost($/kW) 2021 24 Cost Reduction through
Innovation Competition Advent 2022 2023 2025 2025 Ramp-up of advanced MEA Source: Management estimates. Target: $80/kw
www.advent.energy 3. Beyond Fuel Cells
Vast Market Opportunities Beyond Fuel Cells Energy Storage Green Hydrogen Production:
Electrolysis IoT Sensors Description Storage solutions for wind or solar energy (utility, commercial & industrial, off-grid) Green Hydrogen is essential for decarbonization, energy storage, and can be converted to renewable
fuel Miniaturized sensors with applications in pollution detection, health screening and eNoses (phones that can “smell”) Advent Competitive Advantages Lower cost (50% lower) and higher power (5-10%)Adaptable to numerous RFB chemistriesAlready
commercial and deployed in the market Exceeds DOE goals for H2 productionEliminates platinum on the anodeR&D with key partners for directly using salt water for electrolysis and hydrogen production High-temp Advent Materials are ideal for
this applicationMulti-year development and ready for productionKorean and Chinese phone makers poised to implement eNose in 2021 Market Size $4.5 billion by 2028 $2.3 billion by 2028 $1.3 billion by 2027 IoT
ElectrochemicalSensors Advent MEA Flow Battery Advent Membrane Water Electrolysis Plant Renewable Power Generation 01 02 03 26 Sources: IDTechEx, Allied Market Research.
www.advent.energy 4. Business Plan
Engineering Fees Prototype Phase:We develop in cooperation with OEM specific prototype fuel
cell system for application/market $2m $60m Year 3: 30 MW Year 5:450 MW Year 4: 120 MW Year 6: 750 MW Advent’s business model provides strong customer traction and high revenue visibility Business
ModelIllustrative Revenue from Single OEM Early Production Phase:We manufacture MEAs and earn license fees on fuel cell system Mass ProductionWe sell MEAs and earn license fees MEA sales Licensing fees OEM:Fuel cell manufacturer or EV
manufacturer Advent:Manufacturer of MEAs& developer of fuel cell systems50+ patents, $500mm of IP and partnerships with top US-labs provide for competitive advantage OEM focuses on manufacturing & marketing preparation Mass market
scale-up – to 100k+ units $3m $11m $37m MEAs produced by roll-to-roll manufacturing means low-capex, high-margin scalability 28 $0.3 Year 7: 1 GW $1m $4m $13m $2m $39m $7m $72m $12m $96m $16m $80m Year
2 Year 1 MEA sales Licensing fees MEA sales Licensing fees
Advent’s revenue growth is driven by significant power requirements across our target markets Revenue
Growth Plan Projected revenue composition by category 2021-2025 ($m) 29
Customer Advent Product Details Multiple OEMs – Fuel Cell EV trucks HT-PEM fuel
cells 5,000+ trucks on the road @ 200kW per truck1GW potential opportunity in 2025 Asian fuel cell manufacturer MEA Existing customerMoU in place envisages >5m MEAs in 2023 – 2x forecast MEA production US OEM – portable
power MEA (Durability and Temperature Resilience) OEM currently supplies portable power fuel cell units to 4 military units globally, including in the U.S. and U.K.Existing customerProjected revenue opportunity $20m in 2025 from single product
only Asia – EV charging stations HT-PEM fuel cells Target 4,500 stations @ 240kW per station = 1.1 GW opportunity US IoT – gas sensor Membranes for heat resistivity Silicon Valley-based US developerOEMs – two global cellphone
manufacturersCellphone market opportunity alone represents $25m in 2025 Highly Attractive Pipeline >60% of 2025E MEA sales projected to come from existing 2020 customers 30 Development of Revenue by Source 2025E Select
Identified Opportunities $13.0m $254.8m 2021E Grants Existing Customers Grants Existing Customers (MEA & License Fees) New Customers (MEA & License Fees) Engineering Fees (New Customers)
Use of proceeds geared towards Advent’s development program resulting in top-line growth Detailed Use of
ProceedsProduct Development Plan Program(1) Total (2021 – 2025) New Production Equipment & Warehousing $52.7m US facility expansion $8.9m Advanced DOE MEA Cost $8.0m Current MEA $0.7m MEA for flight $1.0m MEA assembly
automation $12.2 Aeronautical Stacks $10.3 Robotic Stack Assembly $9.8m System Assembly Line $42.8m Printable electronics $7.0m Total $153.4m (1) Includes opex for product development plan. 31 Near-term Funding Requirements
($88.5m)
Made in USAProven innovation with product in market IP STRATEGY Long-Term Partnership with UltraCell as a
Platform for Growth Application Advent Inside Advent MEAs pass military grade testsNew Advent materials are game changer for portable power industry Partner Product Portable Power: Military grade, 55W-1kW battery chargers allows long
autonomy, 5x weight dropLightweight design and system testing expertise Business Deployed in the US, UK, and two moreImmediate growth opportunityExpand sale/capabilities with Advent capital 01 02 03 04 VisionKnow-how & new team
propels aviation/automotive next-generation product 3 Gallons of methanol vs.121 lbs of batteries Battery Charger 32
www.advent.energy Financial Overview Path to Profitability
Summary Financials High growth model offering stable margins whilst enabling pass-through of
efficiencies to our end users $m 2020E 2021E 2022E 2023E 2024E 2025E MEAs sold (‘000s) 2 325 788 2,144 6,296 18,354 Capacity (MW) 0.1 11 26 265 779 2,271 Revenue 1.7 13.0 25.6
60.0 122.8 254.8 MEAs 0.8 5.9 12.8 30.3 72.5 187.7 Engineering, License Fees & Grant Income 0.9 7.2 12.8 29.7 50.3 67.1 Cost of Goods
Sold (0.4) (8.8) (19.8) (38.7) (76.1) (174.4) Gross Profit 1.3 4.3 5.8 21.3 46.8 80.4 % Margin -- 33% 23% 36% 38% 32% SG&A and
Other (2.1) (18.1) (20.4) (22.8) (23.0) (29.5) EBITDA (0.8) (13.8) (14.6) (1.5) 23.8 51.0 % Margin -- -- -- -- 19% 20% 34 2.3GW power capacity projected to be sold in 2025Equates to 10,000 220kW fuel cell EV
heavy-duty vehiclesAverage MEA cost/kW to customer in 2025 ~ $80/kW, reducing in line with long-term customer fuel cell cost requirements 10-fold reduction in sales price from 2020-2025 drives market penetration without sacrificing gross margin.
This is facilitated by:Unit cost economies of scaleTechnological advancementManufacturing automationProjecting EBITDA positive by 2024
Pro Forma Sources, Uses & Equity Ownership Sources ($m) Shares Issued to Advent
Shareholders(1) $250 Estimated SPAC Cash in Trust(2) $153 Potential Financing(3) $25 Total Sources $428 Illustrative Pro Forma Ownership(1,2,3,4) Uses ($m) Rolled Advent Equity $250 Cash to Balance Sheet to Support Project
Development and Working Capital $121 Cash Used to Repurchase Warrants(4) $39 Estimated Fees & Expenses(5) $18 Total Uses $428 Advent to be issued shares of Class A common stock at $10.00/share.Cash in Trust and Pro Forma Ownership
assumes no redemptions of Class A common stock. There were 14.9m shares of Class A common stock outstanding and 5.5m shares of Class B common stock outstanding as of September 25, 2020.AMCI is seeking $25 million of additional financing as part
of the transaction. Pro Forma Ownership assumes that Potential Financing is in the form of Class A common stock issued at $10.00/share.Assumes repurchase of all 22.1m of the public warrants and 3.9m of the private placement warrants at
$1.50/warrant. 2.0m of the private placement warrants will be forfeited.Estimated Fees & Expenses includes deferred underwriting fees and other expenses.Inclusive of $1m of Advent net cash as of 6/30/2020 and Cash to Balance Sheet resulting
from the transaction. Pro Forma Valuation Share Price ($/share) $10.00 PF Shares Outstanding (mm shares)(1,2,3) 47.9 Equity Value ($m) $479 Less: Cash(6) ($m) ($122) Enterprise Value ($m) $358 35
Legend $358 million valuation facilitates substantial value uplift based on peer group
multiples Valuation & Peer Group 2021-2023 Revenue CAGR 114.8% 34.0% 69.6% (5.3%) 44.5% 38.9% 33.6% Market Capitalization
($m) $479m $5,011m $1,407m $1,642m $1,833m $9,444m $778m EV / EBITDA Multiples Core Comps Other 36 Core Comps Other Note: Market data as of October 9, 2020. Market capitalization presented on a fully
diluted basis using the treasury stock method.Advent multiples represent implied Transaction Adjusted multiples based on PF Enterprise Value of $358m. “NM” indicates the data is not meaningful. “NA” indicates not enough data is available.
Developer & producer of hydrogen fuel cell stacks and systems Developer & manufacturer of PEM fuel cells Design and manufacturing of hydrogen fuel cell systems Fuel cell technology & engineering company Direct gas / natural gas
fuel cell manufacturer PEM technology for hydrogen electrolysers and fuel cells EV / REVENUE Multiples (1) (1) 2022E 2023E 2024E Advent 2024E Multiple Advent 2024E Multiple
Recent investments demonstrate strong demand for fuel cell exposure Significant Strategic Interest in Fuel
Cell Technology Acquirer Announcement Date January 22, 2020 October 3, 2019 June 28, 2019 March 26, 2019 August 29, 2018 May 16, 2018 Transaction Summary Bosch increases stake in Ceres Power and forms partnership Linde
acquires 19% stake in ITM Power and forms JV Cummins completes acquisition of Hydrogenics MAN Energy Solutions acquires 40% stake in H-TEC Systems Weichai Power Co. acquires 19.9% stake in Ballard Power Systems and forms JV Weichai Power Co.
acquires 20% stake in Ceres Power and forms JDA Target Target Description Bosch and Ceres formed a partnership to apply Ceres’ fuel cell technology to create small power stations for cities, factories, datacenters and EV charging
points Manufacturer of PEM electrolyzers for the electro-chemical splitting of water into hydrogen and oxygen Designs, develops, and manufactures hydrogen generation products based on water electrolysis technology and fuel cell products based
on proton exchange membrane (PEM) technology Leading producer of PEM electrolyzers and PEM stacks Engages in the design, development, manufactures, sale, and service of PEM fuel cell products Weichai and Ceres announced a strategic investment
and joint development agreement (JDA) to develop bus Range Extenders and commercial EVs Key Details $140mm invested to date(1)$102mm investment to increase stake from 4% to 18%(1)Spent $12mm on initial 4% and incremental $26mm
license(1) Linde and ITM Power to form a JV to target large-scale industrial users of hydrogenTotal investment of $76 million(2) $290mm TEVTEV / LTM Revenue 8.5x Undisclosed $163mm equity investment$90mm technology transfer related to JV
formation to support China’s FCEV market Investment of $61m for a 20% interest(3)License Agreement for $50m(3)Joint development of a 30kW range-extender systems Electric bus manufacturing JV Source: Company filings. (1) Based on an exchange
rate of 1.31 USD/GBP as of January 22, 2020. (2) Based on an exchange rate of 1.29 USD/GBP as of October 3, 2019. (3) Based on exchange rate of 1.28 USD/GBP as of December 1, 2020. 37
www.advent.energy 6. Conclusion
www.advent.energy Conclusion Developing and manufacturing the critical components for high-growth new
energy markets Provides low-cost, fuel-flexible and resilient and fuel cell technology Experienced management team partnering with world-class research centers Proven, scalable business model that delivers consistent and recurring
revenue Advent’s technologies solve range and recharge mobility problems Advent’s HT-PEM technologies are an essential component needed to unlock the Hydrogen Economy Platform technology provides critical performance benefits for a wide
range of end markets
www.advent.energy Appendix
Product development program to reduce cost and increase power output Product Development InitiativesFuel
Cells New MEAs outperform competition Achieve power density close to LT-PEM pure hydrogen MEAsWorks anywhere: extreme temperature, humidity, pollutionLong lifetime reduces total cost of ownershipFuel flexibility wins in niche markets Minimum
Cost Catalyst Can reduce the platinum load by 10x compared to current state-of-the artPlatinum free catalysts also in R&D stage New Bipolar Plates drop weight for Auto and Aviation markets Will reduce the weight by 4x without the use for
expensive metal alloys Reduce Production Cost Simpler Design Specific Initiatives to reduce cost per unit as demand scales upStrong expertise in-house Current Future 10x reduction in fuel cell platinum needs 41 1 2 3 4 5
Well-Established Global Policy Support for Fuel Cells 42 Long-term Market Trends (Deloitte /
Ballard report) Item Details Hydrogen Refueling Stations – 2030 targets US: 7,100EU: 3,700Japan: 900China: 500 (trebled capacity in 2019) Publicly-announced FCEV targets in 2030 by country US 5.3 millionJapan 0.8 million
(passenger vehicles)Europe 3.7 million FCEVs by 2030 and in addition 0.5m fuel cell LCVs, 45,000 fuel cell trucks & buses Selected Targets by Company Hyundai targeting 500,000 FCEVs on the road in 2030Toyota targeting 30,000 FCEV sales
annually from 2020 onwards US State Level - Ambitious Targets California alone is targeting 1 million FCEVs and 1,000 refueling stations in 2030 Other Trends Participants of the Hydrogen Energy Ministerial (global clean energy forum
involving all major nations including China, India, USA, Japan, Korea, Germany, France, UK, Brazil, Canada and Australia) signed up to a global target of 10,000,000 FCEVs on the road by 2030EU target of 32% replacement of natural gas for heating
with hydrogen by 2040Japan is the leader in stationary CHP fuel cells – 20,000 deployed to date; and in FCEV’s – Toyota Mirai launched in 2014 Favorable global policies are just one of the tailwinds driving the growth of the global
Hydrogen Economy
More Countries are Looking to Phase Out Internal Combustion Engines (“ICE”) 17 countries have taken
varying types of action, from soft targets to strong commitments, to phase out ICE vehicles and increase the number of EVs 43 Country Action Announced Date Announced Austria No new ICE vehicles sold after 2020 2016 Britain No new ICE
vehicles sold after 2040 2017 California (U.S.) No new ICE vehicles sold after 2035 2020 China End production and sales of ICE vehicles by 2040 2017 Denmark 5,000 EVs on the road by 2019, tax incentives in place Since 2008 France No
new ICE vehicles sold after 2040 2017 Germany No registration of ICE vehicles by 2030 (passed by legislature) 2016 India No new ICE vehicles sold after 2030 2017 Ireland No new ICE vehicles sold after 2030 2017 Israel No new ICE
vehicle imports after 2030 2018 Japan Incentives program in place for EV sales Since 1996 Netherlands No new ICE vehicles sold after 2030 2017 Norway Incentives program in place for EV sales Since 1990 Portugal Official target and
incentives in place for EV sales Since 2010 Scotland No new ICE vehicles sold after 2032 2017 South Korea EVs account for 30% of auto sales by 2020 2016 Spain Official target and incentives in place for EV sales 2017 Taiwan Phase out
of fuel-powered motorcycles by 2035 and fuel-powered vehicles by 2040 2017 Source: The Climate Center.
Glossary Abbreviation Term Description BEV Battery electric vehicle Vehicle using exclusively battery
technology BOM Bill of materials List of raw materials, assemblies and parts and quantities of each to manufacture a finished product CHP Combined heat and power Also known as cogeneration, CHP is primarily used in industrial
applications DoE U.S. Department of Energy Primary governmental body responsible for clean energy R&D FCEV Fuel cell electric vehicle Vehicle using fuel cell technology, often in conjunction with batteries HDV Heavy-duty vehicle A
vehicle exceeding 26,001 pounds HT-PEM High-temperature proton exchange membranes Operate at 160°C to 200°C ICE Internal combustion engine Standard heat engine used in traditional vehicles IoT Internet of Things System of interrelated
computing devices able to transfer data over a network Abbreviation Term Description Li-ion Lithium Ion Common battery used in consumer electronics and EVs MEA Membrane electrode assembly Assembled stack of proton exchange membranes;
heart of the fuel cell MDV Medium-duty vehicle A vehicle weighing 10,001 – 26,000 pounds OEM Original equipment manufacturer Company that produces devices from intermediate components PHEV Plug-in hybrid electric vehicle Combines ICE
with battery-powered electric vehicles RFB Redox flow battery Industrial scale rechargeable battery that can be used in industrial scale applications SOFC Solid oxide fuel cell Highest temperature fuel cell (800°C to 1,000°C)
-- Electrolysis Process using direct electric current (DC) to drive chemical reaction -- eFuels Synthetic fuels resulting from electrolysis of water with renewable energy and CO2 44
Thank you www.advent.energy
Exhibit 99.2
Advent Technologies Inc. to Combine With AMCI Acquisition Corp., Creating a Leading Next Generation Fuel Cell Technology Company
Transaction proceeds to support development and manufacturing of critical components for a diversified range of high-growth new energy markets
The post-closing company will be named Advent Technologies Holdings, Inc. and will be listed on the Nasdaq
Advent shareholders will roll 100% of their equity holdings into the combined company
Joint investor conference call scheduled for today at 11:00 am EST
CAMBRIDGE, MASS. & NEW YORK (BUSINESS WIRE)
– October 13, 2020 – Advent Technologies Inc. (“Advent”), an innovation-driven company in the fuel cell and hydrogen technology space, and AMCI Acquisition Corp. (NASDAQ: AMCI) (the “Company” or “AMCI”), a special purpose acquisition company,
today announced that they have entered into a definitive agreement and plan of merger (the “Merger Agreement”) for a business combination that would result in Advent becoming part of a publicly listed company as a wholly-owned subsidiary of
AMCI. Upon the closing of the transaction, the combined company will operate as Advent Technologies Holdings, Inc., and its common stock will be listed on Nasdaq. The combined company will continue to operate under the current Advent management
team, led by Chief Executive Officer, Vasilis Gregoriou.
The capital from this transaction, combined with AMCI’s expertise, will advance the development and manufacturing of Advent’s next-generation fuel cell technology for
the markets of transportation, aviation, and off-grid power generation.
Advent CEO Vasilis Gregoriou said, “We are very excited about this transaction and believe the business combination with AMCI will allow Advent to advance the
development and manufacturing of our platform technology to unlock the hydrogen economy. Our fuel cell technology addresses the biggest problems of the hydrogen economy: the cost of infrastructure and the total cost of ownership. Our products are
already in the market and we believe that the exposure and access to capital from the Nasdaq listing will allow us to accelerate product and business development efforts.”
AMCI CEO William Hunter said, “We are incredibly excited to partner with Advent and drive the next phase of its growth. As an innovation-driven company, Advent is led
by an experienced management team with deep technical knowledge and a strategy of becoming the leader in material and components innovation for the fuel cell industry. Advent is well positioned for significant growth opportunities given its
proven business model and complementary technology across multiple markets. We expect that the combination will allow us to drive significant value creation by participating in such a dynamic and high-demand sector.”
Advent Technologies Investment Highlights:
| • |
Advent’s technology represents the missing piece in fuel cells and advanced materials to
unlock the hydrogen economy – Advent’s High Temperature Proton Exchange Membranes and Membrane Electrode Assemblies are not only critical to advanced fuel cells, but help dramatically reduce
the costs and increase the life and durability of the products to the end-user.
|
| • |
Advent’s technology is market agnostic – Unlike traditional fuel cells that require a hydrogen infrastructure, Advent’s fuel cells can work with lower-carbon fuels available today (methanol,
ethanol, natural gas) and zero-carbon liquid fuels available soon. Thus, Advent can deliver the promise of the hydrogen economy while limiting the cost of hydrogen infrastructure. Advent’s materials and components also have applications
across other non-fuel cell markets including energy storage, electrochemical sensors, and green hydrogen production.
|
| • |
Advent is positioned for growth – Advent’s MEA
products are already being used and tested for use by a number of top tier customers and the Company will be able to scale to a broad customer base across multiple markets.
|
| • |
Advent has a proven business model – Advent has a
proven, scalable business model that delivers consistent and recurring revenue, with an approximately $100m revenue opportunity per 1GW of customer demand.
|
| • |
Experienced management team with operational and technical expertise – Advent’s management team has a proven track record of technological development and commercialization, delivering
breakthrough technology in partnership with world-class research centers. The team is highly skilled in production ramp-up and ready to execute on the combined company’s growth plan.
|
| • |
Attractive valuation – The transaction valuation is extremely favorable relative to the existing comparable companies in the space. This provides a potential upside for new and existing
shareholders to see significant performance in the share price going forward.
|
| • |
Support from Advent shareholders – Advent’s
existing shareholders will be rolling 100% of their equity into the combined company (subject to Advent stockholder approval of the transaction) exhibiting their confidence in the growth prospects of Advent.
|
Transaction Overview
The business combination values Advent at a $358 million pro forma post-money enterprise value at a share price of $10.00, assuming no redemptions by AMCI shareholders
and no purchase price adjustments. The boards of directors of both Advent and AMCI have unanimously approved the proposed transaction, which is expected to be completed in the fourth quarter of 2020 or early 2021, subject to, among other things,
the approval by AMCI's shareholders and Advent’s shareholders, satisfaction of the conditions stated in the Merger Agreement and other customary closing conditions. In connection with the business combination, AMCI will also amend its warrants
at the closing of the business combination to cash-out all of its outstanding warrants for a payment of $1.50 per warrant, subject to approval by its warrantholders.
Advisors
Cantor Fitzgerald is serving as financial advisor and Ropes & Gray LLP is serving as legal advisor to Advent. Jefferies LLC is serving as capital markets advisor
and Ellenoff, Grossman & Schole LLP is serving as legal advisor to AMCI.
Conference Call Information
AMCI Acquisition Corp and Advent Technologies will host a joint investor conference call to discuss the proposed transaction Tuesday, October 13, 2020 at 11:00 am EST.
The webcast will be accompanied by a detailed investor presentation.
Date: Tuesday, October 13, 2020
Time: 11:00 a.m. Eastern time
Toll-free dial-in number: (888) 753-4238
International dial-in number: (574) 941-1785
Conference ID: 2284104
The conference call will be broadcast live and available for replay here.
Toll-free replay number: (800) 585-8367
Replay ID: 2284104
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.
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 the Nasdaq
Capital Market in November 2018.
Forward-Looking Statements
Certain statements made in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying
on forward-looking statements. Due to known and unknown risks, actual results may differ materially from the Company’s 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; (ii) the ability of the Company to meet Nasdaq listing
standards following the transaction and in connection with the consummation thereof; (iii) the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders or warrantholders
of the Company or the stockholders of Advent or other reasons; (iv) the failure to meet the minimum cash requirements of the Merger Agreement due to Company stockholder redemptions and the failure to obtain replacement financing; (v) the failure
to meet projected development and production targets; (vi) costs related to the proposed transaction; (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 the Company and Advent and their ability to consummate the transaction; 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 Securities and Exchange Commission (the “SEC”) by the Company.
Additional information concerning these and other factors that may impact the Company’s expectations and projections can be found in the Company’s periodic filings with
the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, the definitive proxy statement filed by the Company with the SEC on October 1, 2020 wherein the Company is seeking stockholder approval to extend the
date by which the Company has to consummate a business combination from October 20, 2020 until February 22, 2021 (the “Extension Proxy”), and in the preliminary and
definitive proxy statements to be filed by the Company with the SEC regarding the transaction when available. The Company's SEC filings are available publicly on the SEC's website at www.sec.gov. The Company disclaims any obligation to update the
forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information about the Transaction and Where to Find It
In connection with the proposed transaction, the Company intends to file with the SEC a registration statement on Form S-4 registering the shares to be issued to Advent
securityholders and containing a proxy statement for meetings of shareholders and warrantholders of the Company to approve the transactions, and will mail the registration statement and definitive proxy statement and other relevant documents to
Advent’s securityholders and the Company’s stockholders and warrantholders. Investors and security holders of the Company and Advent are advised to read, when available, the registration statement, proxy statement, and amendments thereto, in
connection with the offering of the shares to Advent’s securityholders in the transaction and the Company's solicitation of proxies for its stockholders' meeting and warantholders’ meeting to be held to approve the transactions because such
documents will contain important information about the transaction and the parties to the transaction. The definitive proxy statement will be mailed to stockholders and warrantholders of the Company as of a record date to be established for
voting on the transactions. Company stockholders and warrantholders and other interested parties will also be able to obtain copies of the registration statement and proxy statement, without charge, once available, at the SEC's website at
www.sec.gov or by directing a request to: AMCI Acquisition Corp., 1501 Ligonier Street, Suite 370, Latrobe, PA.
Participants in Solicitation
The Company and Advent and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of the Company’s stockholders and warrantholders and Advent’s securityholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding
the names, affiliations and interests in the Company of directors and officers of the Company in the Company's Extension Proxy, which was filed with the SEC on October 1, 2020. Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to the Company's securityholders and Advent’s securityholders in connection with the proposed transaction will be set forth in the registration statement/proxy statement for the proposed transaction
when available. Information concerning the interests of the Company's and Advent’s participants in the solicitation, which may, in some cases, be different than those of the Company's and Advent’s securityholders generally, will be set forth in
the registration statement/proxy statement relating to the transactions when it becomes available.
Contacts
Sloane & Company
Dan Zacchei / Joe Germani
dzacchei@sloanepr.com / jgermani@sloanepr.com