Advent Technologies Holdings, Inc 8-K, filed Oct 20, 2020
Advent Technologies Holdings, Inc. (ADNH)
8-K
2020-10-20
For: 2020-10-19
View Original
Added on
April 11, 2026
About this 8-K
Advent Technologies Holdings, Inc filed this 8-K on October 20, 2020, reporting on events of October 19, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 19, 2020
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (724 ) 672-4319
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which
Registered
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
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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. ☐
ADDITIONAL INFORMATION
AMCI Acquisition Corp., a Delaware corporation (“AMCI”), intends to
file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (as amended, the “Registration Statement”), which will include a preliminary proxy statement of AMCI, and a prospectus in connection with the proposed business combination transaction (the “Transaction”) involving AMCI and Advent Technologies Inc., a Delaware corporation (“Advent”). The definitive proxy statement and other
relevant documents will be mailed to shareholders of AMCI as of a record date to be established for voting on the Transaction. Stockholders 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 meetings to be held to approve the Transaction because these documents will contain important information about AMCI,
Advent and the Transaction. AMCI stockholders and other interest 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 certain of their respective directors, executive officers, other
members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the stockholders of AMCI in favor of the approval of the Transaction. Stockholders of AMCI and other interested persons
may obtain more information regarding the names and interests in the proposed transaction of AMCI’s directors and officers in AMCI’s filings with the SEC, including AMCI’s annual report on form 10-K for the year-ended December 31, 2019, which was
filed with the SEC on March 27, 2020, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Additional
information regarding the interests of such potential participants will also be included in the Registration Statement and other relevant documents when they are filed with the SEC. These documents can be obtained free of charge from the sources
indicated above.
Forward-Looking Statements
Certain statements made herein contain, and certain oral statements made by representatives of AMCI and Advent and their
respective affiliates, from time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. AMCI’s and Advent’s actual results may differ from their
expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions 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 Transaction, the satisfaction of the closing conditions to the Transaction and the timing of the completion of the Transaction. 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: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger Agreement (as defined below); (2 )the inability to complete the Transaction, including due to the failure to obtain approval of the stockholders of AMCI or Advent or other
conditions to closing in the Merger Agreement; (3) the inability to obtain or maintain the listing of AMCI’s common stock on Nasdaq following the Transaction, (4) the failure to meet the minimum cash requirements of the Merger Agreement due to AMCI
stockholder redemptions and the failure to obtain replacement financing; (5) the risk that the Transaction disrupts current plans and operations of Advent as a result of the announcement and consummation of the Transaction, (6) the failure to meet
projected development and production targets; (7) costs related to the proposed Transaction; (8) changes in applicable laws or regulations; (9) 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 and hire and retain key employees; (10) the possibility that the combined company may be adversely affected by other economic,
business, and/or competitive factors; (11) the effect of the global COVID-19 pandemic on AMCI and Advent and their ability to consummate the Transaction or any of the foregoing risks; and (12) other risks and uncertainties described herein, as well
as those risks and uncertainties to be identified in the Registration Statement and proxy statement/prospectus (when available) relating to the Transaction, including those under “Risk Factors” therein, and in other filings with the SEC made 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.
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No Offer or Solicitation
This Current Report on Form 8-K and the exhibits hereto do not constitute a solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the Transaction. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any
states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended,, or an exemption therefrom.
| Item 1.01 |
Entry into a Material Definitive Agreement.
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First Amendment to Merger Agreement
On October 19, 2020, AMCI Acquisition Corp., a Delaware
corporation (“AMCI”), entered into a First Amendment to Agreement and Plan of Merger (the “First Amendment”) with the other parties to the Agreement and Plan of Merger, dated as of October 12, 2020 (the “Merger Agreement”),
by and among, AMCI, AMCI Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of AMCI (“Merger Sub”), AMCI Sponsor LLC, a Delaware limited liability company, in its capacity as the Purchaser Representative thereunder (the “Purchaser Representative”), Advent Technologies Inc., a Delaware corporation (“Advent”),
and Vassilios Gregoriou, solely in his capacity as the Seller Representative thereunder (the “Seller Representative”).
The First Amendment eliminates any requirements or obligations under the Merger Agreement with respect to the proposed
amendment to AMCI’s warrant agreement (the “Warrant Amendment”) to cash out all outstanding warrants at $1.50 per warrant as was contemplated by the Merger
Agreement, and deleted all provisions of the Merger Agreement related to the Warrant Amendment, including without limitation the requirement to hold a meeting of AMCI warrantholders, that obtaining approval for and effecting the Warrant Amendment
is a condition to the closing under the Merger Agreement, and that the cash payment for the Warrant Amendment would be a deduction for the minimum cash condition for closing under the Merger Agreement.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference
to the complete text of the First Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.2 and is incorporated herein by reference.
| 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 an updated investor presentation as of October 19, 2020 (the “Updated Investor Presentation”) to account for the First Amendment, the results of AMCI’s stockholder meeting on October 16, 2020 and certain other matters, which Updated Investor Presentation will be used by AMCI in
connection with the transactions contemplated by the Merger Agreement, as amended by the First Amendment. The original investor presentation that was filed by AMCI on its Current Report on Form 8-K filed with the SEC on October 13, 2020 has been
superseded by the Updated Investor Presentation.
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The Updated 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 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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First Amendment to Agreement and Plan of Merger, dated as of October 19, 2020, by and among AMCI, Merger Sub, the Purchaser
Representative, Advent, and the Seller Representative.
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Updated Investor Presentation, dated October 19, 2020.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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AMCI ACQUISITION CORP.
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By:
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/s/ William Hunter | |
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Name: William Hunter
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Title: Chief Executive Officer
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Dated: October 19, 2020
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Exhibit 2.2
EXECUTION COPY
CONFIDENTIAL
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This First Amendment (this “First Amendment”)
to Agreement and Plan of Merger is made and entered into effective as of October 19, 2020, by and among (i) AMCI Acquisition Corp., a Delaware corporation
(together with its successors, the “Purchaser”), (ii) AMCI
Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”),
(iii) AMCI Sponsor LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative under the Merger Agreement (as defined below)
(the “Purchaser Representative”), (iv) Vassilios Gregoriou, in the capacity as the Seller Representative under the Merger Agreement (the “Seller Representative”), and (v) Advent Technologies Inc.,
a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings
assigned to such terms in the Merger Agreement.
WHEREAS, Purchaser, Merger Sub, the Purchaser
Representative, the Seller Representative and the Company are parties to that certain Agreement and Plan of Merger made and entered into as of October 12, 2020 (the “Original Agreement”); and
WHEREAS, the parties desire to amend the Original Agreement
on the terms and conditions set forth herein (as amended, including by this First Amendment, the “Merger Agreement”).
NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in accordance with the terms of the Merger Agreement,
the parties hereto, intending to be legally bound, do hereby agree as follows:
1. Amendments to Remove Warrant Amendment. The parties hereby agree
to amend the Original Agreement as follows:
a. Sections 3.5(c)
and 5.3(b) of the Original Agreement are hereby amended to delete each of the references to “Warrant Amendment” contained therein.
b. Section 5.13 of
the Original Agreement is hereby deleted in its entirety and replaced with the following:
(a) As
promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the
Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the
Purchaser Common Stock to be issued under this Agreement as the Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting and providing the Public Stockholders an opportunity in
accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”)
in conjunction with the stockholder vote on the Purchaser Shareholder Approval Matters.
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(b) The Proxy Statement shall
include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the transactions contemplated hereby or
referred to herein, including the Merger (and, to the extent required, the issuance of any shares in connection with any PIPE Investment), by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the
DCGL and the rules and regulations of the SEC and Nasdaq, (B) the adoption and approval of the Amended Purchaser Charter, (C) adoption and approval of a new equity incentive plan in substantially the form attached as Exhibit G hereto (the “Incentive Plan”), which will provide for awards for a number of shares of Purchaser Common Stock equal to fifteen percent (15%) of the
aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (D) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.18 hereof, (E) such other matters as the Company and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and
the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (A) through (E), collectively, the “Purchaser
Shareholder Approval Matters”), and (F) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of Purchaser.
(c) If on the date for which the
Purchaser Special Meeting is scheduled, Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Shareholder Approval, whether or not a quorum is present, Purchaser may make one or more
successive postponements or adjournments of the Purchaser Special Meeting. Purchaser shall use its reasonable best efforts to solicit from the Purchaser stockholders proxies in favor of the Purchaser Shareholder Approval Matters prior to such
Purchaser Special Meeting, and to take all other reasonable actions necessary or advisable to secure the Required Purchaser Shareholder Approval.
(d) [RESERVED]
(e) In connection with the
Registration Statement, Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules
set forth in the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. Purchaser shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the
Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments in good faith. The Company shall provide Purchaser with such information concerning the Target
Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any
amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in
light of the circumstances under which they were made, not materially misleading.
(f) Purchaser shall exert reasonable
best efforts to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Purchaser Special Meeting and the Redemption. Each of Purchaser and the Company shall,
and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company, Purchaser and, after the Closing, the Purchaser Representative, and their respective
Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each Party
shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as
otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Purchaser stockholders
as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and the Purchaser’s Organizational Documents.
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(g) Purchaser, with the assistance
of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective.
Purchaser shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that Purchaser or its Representatives receive from the SEC or its staff with respect to the Registration
Statement, the Purchaser Special Meeting, and the Redemption promptly after the receipt of such comments and shall give the Company a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral
responses to such comments (and Purchaser shall consider any such comments by the Company in good faith).
(h) As soon as practicable following
the Registration Statement “clearing” comments from the SEC and becoming effective, Purchaser shall distribute the Registration Statement to the Company Stockholders and the Proxy Statement to Purchaser’s stockholders, and, pursuant thereto,
shall call the Purchaser Special Meeting in accordance with the DGCL for a date no later than thirty (30) days following the effectiveness of the Registration Statement.
(i) Purchaser shall apply for, and
shall use reasonable best efforts to cause the Purchaser Common Stock to be issued in connection with the Merger to be approved for listing on Nasdaq as of the Closing Date and shall comply with all applicable Laws, any applicable rules and
regulations of Nasdaq, Purchaser’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the Purchaser Special
Meeting and the Redemption.”
c. Section 5.20 of
the Original Agreement is hereby amended to delete clause (i) thereof in its entirety and replace it with the following: “[RESERVED]”.
d. Section 6.1(b) of
the Original Agreement is hereby deleted in its entirety and replaced with the following: “[RESERVED]”.
e. Section 6.2(c) of
the Original Agreement is hereby deleted in its entirety and replaced with the following:
“(c) Warrant Forfeiture. Sponsor shall have forfeited the Forfeited Warrants in accordance with the Sponsor Warrant Letter.
f. Section 6.2(e) of
the Original Agreement is hereby amended to delete clause (iii) thereof in its entirety and replace it with the following: “[RESERVED]”.
g. Section 10.2 of
the Original Agreement is hereby amended to delete the references to the “Required Warrantholder Approval”. “Warrant Amendment”, “Warrantholder Approval Matters” and “Warrantholder Meeting”.
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2. Miscellaneous. Except as expressly provided in this First
Amendment, all of the terms and provisions in the Original Agreement and the Ancillary Documents are and shall remain unchanged and in full force and effect, on the terms and subject to the conditions set forth therein. This First Amendment does
not constitute, directly or by implication, an amendment or waiver of any provision of the Original Agreement or any Ancillary Document, or any other right, remedy, power or privilege of any party, except as expressly set forth herein. Any
reference to the Merger Agreement in the Merger Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Original Agreement, as amended by this First Amendment
(or as the Merger Agreement may be further amended or modified after the date hereof in accordance with the terms thereof). The Original Agreement, as amended by this First Amendment, and the documents or instruments attached hereto or thereto
or referenced herein or therein, constitutes the entire agreement between the parties with respect to the subject matter of the Merger Agreement, and supersedes all prior agreements and understandings, both oral and written, between the parties
with respect to its subject matter. If any provision of the Original Agreement is materially different from or inconsistent with any provision of this First Amendment, the provision of this First Amendment shall control, and the provision of the
Original Agreement shall, to the extent of such difference or inconsistency, be disregarded. This First Amendment shall be interpreted, construed, governed and enforced in a manner consistent with the Original Agreement, and, without limiting
the foregoing, Sections 9.2 through 9.10, 9.12 and 9.13 of the Original Agreement are hereby incorporated herein by reference as if fully set forth herein, and such provisions apply to this First Amendment as if all references to the “Agreement”
contained therein were instead references to this First Amendment.
{The remainder of this page is intentionally blank; the next page is the signature page.}
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IN WITNESS WHEREOF, the parties hereto have
executed this First Amendment to Agreement and Plan of Merger as of the date first written above.
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The Purchaser:
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AMCI ACQUISITION CORP.
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By:
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/s/ William Hunter
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Name:
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William Hunter
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Title:
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Chief Executive Officer
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The Purchaser Representative:
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AMCI SPONSOR LLC, solely in the capacity as
the Purchaser Representative
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By:
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/s/ William Hunter
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Name:
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William Hunter
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Title:
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Managing Member
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Merger Sub:
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AMCI MERGER SUB CORP.
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By:
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/s/ William Hunter
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Name:
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William Hunter
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Title:
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Secretary
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The Company:
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ADVENT TECHNOLOGIES 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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Chief Executive Officer
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The Seller Representative:
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Vassilios Gregoriou, solely in the capacity as the
Seller Representative
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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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{Signature Page to First Amendment to Agreement and Plan of Merger}
Exhibit 99.1
www.advent.energy Updated Investor PresentationAs of October 19, 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., 1501 Ligonier Street, Suite 370, Latrobe, PA 15650.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 ~$93 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 currently expected to close in Q4 2020 or early
2021 Transaction Structure AMCI & Advent Technologies – An ideal combination to unlock the Hydrogen Economy Transaction implies pro forma enterprise value of $319 million(1)2.6x 2024E Revenue projection of $122.8 million, compared to
peer average of 17.9x(2,3)13.4x 2024E EBITDA projection of $23.8 million, compared to peer average of 95.6x(2,3)Existing Advent shareholders will receive 57% 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, $120 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, $500m 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 $12.2m Aeronautical Stacks $10.3m 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) $93 Potential Financing(3) $45 Total Sources $388 Illustrative Pro Forma Ownership(1,3,7) Uses ($m) Rolled Advent Equity $250 Cash to Balance Sheet to Support Project
Development and Working Capital $120 Estimated Fees & Expenses(4) $18 Total Uses $388 Advent to be issued shares of Class A common stock at $10.00/share. Assumes that there is no net debt adjustment.Cash in Trust and Pro Forma
Ownership reflect 9.1m shares of Class A common stock outstanding and 5.5m shares of Class B common stock outstanding, which is pro forma for redemption of Class A common stock on October 16, 2020 in connection with the successful extension
of AMCI Acquisition Corp.’s initial business combination deadline to February 22, 2021.AMCI is seeking $45m of additional Potential 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.Estimated Fees & Expenses includes deferred underwriting fees and other expenses.Valuation is based on share price of $10.00 per share for illustrative purposes (the redemption price per share
of AMCI Acquisition Corp.’s Class A stock will be higher).Inclusive of $1.3m of Advent net cash as of 6/30/2020 and Cash to Balance Sheet resulting from the transaction.Pro Forma Ownership does not include any warrants which are exercisable
at $11.50 per share. There are 22.1m public warrants and 5.9m private warrants outstanding, and 2.0m private warrants will be forfeited as part of the transaction. Does not include any awards reserved under the new equity incentive plan to be
adopted by AMCI in connection with the closing. Pro Forma Valuation(5) Share Price ($/share) $10.00 PF Shares Outstanding (mm shares)(1,2,3,7) 44.1 Equity Value ($m) $441 Less: Cash(6) ($m) ($122) Enterprise Value ($m) $319 35
Legend $319 million valuation facilitates substantial value uplift based on peer group
multiples Valuation & Peer Group 2021-2023 Revenue CAGR 114.8% 34.0% 69.6% (5.3%) 44.5% 38.9% 33.6% Market Capitalization
($m) $441m $4,776m $1,489m $1,619m $1,732m $8,308m $691m EV / EBITDA Multiples Core Comps Other 36 Core Comps Other Note: Market data as of October 16, 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 $319m. “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 $140m invested to date(1)$102m investment to increase stake from 4% to 18%(1)Spent $12m on
initial 4% and incremental $26m license(1) Linde and ITM Power to form a JV to target large-scale industrial users of hydrogenTotal investment of $76m(2) $290m TEVTEV / LTM Revenue 8.5x Undisclosed $163m equity investment$90m 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
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