Item 2.01 Financial Statements and Exhibits.
Effective at
As consideration for the transactions contemplated by the Purchase Agreement, on
the Closing Date, the Company paid to the Seller €15,000,000 in cash and on
The Company intends to file a resale shelf registration statement on Form S-1 to register for resale under the Securities Act of 1933, as amended, the shares of Common Stock issued to the Seller in connection with the Acquisition.
Financial statements required by this Item will be filed by amendment not later
than 71 calendar days after the required date that the Original Report on Form
8-K was required to be filed with the
The foregoing description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the full copy of the
Purchase Agreement filed as Exhibit 2.1 hereto and incorporated herein by
reference. The summary is not intended to modify or supplement any factual
disclosures about the Company in its public reports filed with the
Item 3.02. Unregistered Sales of
The information contained in Item 2.01 is hereby incorporated into this Item
3.02. In accordance with the Purchase Agreement, a portion of the consideration
consists of shares of Common Stock of the Company. On
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
2.1* Share Purchase Agreement, dated as ofJune 25, 2021 , by and amongAdvent Technologies Holdings, Inc. and F.E.R. fischerEdelstahlrohre GmbH (incorporated by reference to Exhibit 2.1 ofAdvent Technologies Holdings, Inc.'s Current Report on Form 8-K, filed with theSEC onJune 25, 2021 ).
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
registrant agrees to furnish supplementally a copy of any such omitted schedule
to the
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements. These
forward-looking statements generally can be identified by the use of words such
as "anticipate," "expect," "plan," "could," "may," "will," "could," "believe,"
"estimate," "forecast," "goal," "project," and other words of similar meaning.
These forward-looking statements address various matters including the Company's
plans and expectations with respect to the acquisition and the anticipated
benefits of the acquisition. Each forward-looking statement contained in this
Current Report on Form 8-K is subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or implied by
such statement. Risks and uncertainties include, among other things, the risks
related to the satisfaction of the conditions to closing the acquisition
(including the failure to obtain necessary regulatory approvals) in the
anticipated timeframe or at all and the possibility the acquisition does not
close; risks related to the ability to realize the anticipated benefits of the
acquisition, including the possibility that the expected benefits from the
proposed acquisition will not be realized or will not be realized within the
expected time period; the risk that the business will not be integrated
successfully; disruption from the transaction making it more difficult to
maintain business and operational relationships; negative effects of this
announcement or the consummation of the proposed acquisition on the market price
of Advent's common stock and on Advent's operating results, significant
transactions costs, unknown liabilities; and the risk of litigation and/or
regulatory actions related to the proposed acquisition. A further description of
risks and uncertainties including, among others, the Company's ability to
realize the benefits from the business combination; the Company's ability to
maintain the listing of the Company's common stock on Nasdaq; future financial
performance; public securities' potential liquidity and trading; impact from the
outcome of any known and unknown litigation; ability to forecast and maintain an
adequate rate of revenue growth and appropriately plan its expenses;
expectations regarding future expenditures; future mix of revenue and effect on
gross margins; attraction and retention of qualified directors, officers,
employees and key personnel; ability to compete effectively in a competitive
industry; ability to protect and enhance our corporate reputation and brand;
expectations concerning our relationships and actions with our technology
partners and other third parties; impact from future regulatory, judicial and
legislative changes to the industry; ability to locate and acquire complementary
technologies or services and integrate those into the Company's business; future
arrangements with, or investments in, other entities or associations; and
intense competition and competitive pressure from other companies worldwide in
the industries in which the Company will operate; and other risks identified
under the heading "Risk Factors" are set forth in our Annual Report on Form
10-K/A filed with the
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