Advent Technologies Holdings, Inc 8-K, filed Oct 19, 2020
Advent Technologies Holdings, Inc. (ADNH)
8-K
2020-10-19
For: 2020-10-16
View Original
Added on
April 11, 2026
About this 8-K
Advent Technologies Holdings, Inc filed this 8-K on October 19, 2020, reporting on events of October 16, 2020.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- 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 16, 2020
(Exact Name of Registrant as Specified in 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)
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(Zip Code)
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Registrant’s telephone number, including area code: (724 ) 672-4319
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2. below):
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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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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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On October 16, 2020, in connection with the Meeting (defined below), AMCI Acquisition Corp., a Delaware corporation (the “Company”), filed with the Secretary of State of the State of Delaware an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”), a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On October 16, 2020, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter Amendment”), extending the date by which the Company must consummate its initial business combination from October 20, 2020 to February 22, 2021, or such earlier date as determined by the Board of
Directors of the Company (the “Extension Amendment Proposal”).
The final voting results for the Extension Amendment Proposal were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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17,336,123
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0
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46,916
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0
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Stockholders holding 5,864,053 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the
funds in the Company’s trust account (“Trust Account”). As a result, approximately $60.4 million will be removed from the Trust Account to pay such holders.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description
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Second Amendment to Amended and Restated Certificate of Incorporation
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 19, 2020
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AMCI ACQUISITION CORP.
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By: /s/ William Hunter
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Name: William Hunter
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Title: Chief Executive Officer
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Exhibit 3.1
SECOND AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
AMCI ACQUISITION CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
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The undersigned, being a duly authorized officer of AMCI ACQUISITION CORP. (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:
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The name of the Corporation is AMCI Acquisition Corp.
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The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on
June 18, 2018, and an Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 15, 2018. An amendment to the Amended and Restated Certificate of Incorporation was
filed in the office of the Secretary of State of the State of Delaware on May 19, 2020.
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This Second Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of
Incorporation of the Corporation, as amended.
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This Second Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the
holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”).
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The text of Section 9.1(b) of Article IX is hereby amended and restated to read in full as follows:
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Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering
(including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange
Commission (the “SEC”) on October 25, 2018, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit
of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest
earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined
below) if the Corporation is unable to complete its initial Business Combination by February 22, 2021 and (iii) the redemption of shares in connection with a vote seeking to amend any provisions of this Amended and Restated Certificate
relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of Common Stock included as
part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary
market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”
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The text of Section 9.2(d) of Article IX is hereby amended and restated to read in full as follows:
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In the event that the Corporation has not consummated an initial Business Combination by February 22, 2021, the Corporation shall
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in
consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes
(less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable
law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law
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The text of Section 9.7 of Article IX is hereby amended and restated to read in full as follows:
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Section 9.7 Additional Redemption Rights. If,
in accordance with Section 9.1(a), any amendment is made to Section 9.2(d)
to modify the substance or timing of the ability of Public Stockholders to seek redemption in connection with an initial Business Combination or the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated
an initial Business Combination by February 22, 2021, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes, divided by the number of then outstanding Offering Shares; provided, however, that any such amendment will be
voided, and this Article IX will remain unchanged, if any stockholders who wish to redeem are unable to redeem due to the Redemption Limitation.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, I have signed this Second
Amendment to the Amended and Restated Certificate of Incorporation this 16th day of October, 2020.
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AMCI ACQUISITION CORP.
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By:
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/s/ William Hunter
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Name: William Hunter
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Title: Chief Executive Officer
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