UNITED STATES


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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                                   FORM 10-Q

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(Mark One)
? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
  OF 1934



                 For the quarterly period ended March 31, 2022

                                       OR

? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934





       For the transition period from                 to

                       Commission File Number: 001-38742

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Advent Technologies Holdings, Inc.
             (Exact name of registrant as specified in its charter)

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Delaware                                 83-0982969
    (State or other jurisdiction of       (I.R.S. Employer Identification Number)
    incorporation or organization)



          200 Clarendon Street
         Boston, Massachusetts               02116

(Address of principal executive offices) (Zip code)





                                 (617) 655-6000
              (Registrant's telephone number, including area code)

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Securities registered pursuant to Section 12(b) of the Act:



   Title of each class          Trading Symbol(s)       Name of each exchange on which registered
 Common Stock, par value               ADN                      The Nasdaq Capital Market
    $0.0001 per share
        Warrants                      ADNWW                     The Nasdaq Capital Market

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ? No ?

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ? No ?

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ? Accelerated filer ? Non-accelerated filer ? Smaller reporting company ?


                          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. ?

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ? No ?

As of May 12, 2022, the registrant had 51,612,205 shares of common stock, par value $0.0001 per share, issued and outstanding.

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  Table of Contents


              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements, which reflect our current views with respect to, among other things, our operations and financial performance. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "could," "target," "predict," "seek" and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short- and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those referenced in the section titled "Risk Factors" in this Quarterly Report on Form 10-Q and in our 2021 Annual Report on Form 10-K ("2021 Annual Report") which could cause actual results to differ materially. Moreover, we operate in a very competitive and rapidly changing environment and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in or implied by any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Some of the key factors that could cause actual results to differ from our expectations include:

• our ability to maintain the listing of our shares of common stock and warrants

on Nasdaq;

• our ability to raise financing in the future;

• our success in retaining or recruiting officers, key employees or directors;

• factors relating to our business, operations and financial performance,

including:

o our ability to control the costs associated with our operations;

o our ability to grow and manage growth profitably;

o our reliance on complex machinery for our operations and production;

o the market's willingness to adopt our technology;

o our ability to maintain relationships with customers;

o the potential impact of product recalls;

o our ability to compete within our industry;

o increases in costs, disruption of supply or shortage of raw materials;

o risks associated with strategic alliances or acquisitions, including the

acquisition of SerEnergy A/S, a Danish stock corporation ("SerEnergy") and

fischer eco solutions GmbH, a German limited liability company ("FES"), former

wholly-owned subsidiaries of F.E.R. fischer Edelstahlrohre GmbH, completed on

August 31, 2021;

o the impact of unfavorable changes in U.S. and international regulations;

o the availability of and our ability to meet the terms and conditions for

government grants and economic incentives; and

o our ability to protect our intellectual property rights;

• market conditions and global and economic factors beyond our control, including


  the potential adverse effects of the ongoing global coronavirus (COVID-19)
  pandemic on capital markets, general economic conditions, unemployment and our
  liquidity, operations and personnel;

• volatility of our stock price and potential share dilution;

• future exchange and interest rates; and

• other factors detailed within the 2021 Annual Report under the section entitled


  "Risk Factors."

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Table of Contents

The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this report. You should not rely upon forward-looking statements as predictions of future events. We cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or reflect interim developments.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. For a discussion of the risks involved in our business and investing in our common stock, see the section entitled "Risk Factors" within the 2021 Annual Report.

Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

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                                EXPLANATORY NOTE

This Quarterly Report on Form 10-Q contains our unaudited condensed consolidated financial statements for the three-month period ended March 31, 2022.

We were originally incorporated in Delaware on June 18, 2018 under the name "AMCI Acquisition Corp." as a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more target businesses. On November 20, 2018, we consummated our initial public offering (the "Initial Public Offering"), following which our shares began trading on the Nasdaq Capital Market ("Nasdaq").

On February 4, 2021, we consummated the business combination (the "Business Combination") pursuant to that certain Agreement and Plan of Merger, dated October 12, 2020, by and among AMCI Acquisition Corp. (the "AMCI"), AMCI Merger Sub Corp., a Delaware corporation and newly formed wholly-owned subsidiary of the Company ("Merger Sub"), AMCI Sponsor LLC (the "Sponsor"), solely in the capacity as the representative from and after the effective time of the Business Combination (as defined below) (the "Effective Time") for the stockholders of AMCI (other than the Legacy Advent stockholders) (the "Purchaser Representative"), Advent Technologies, Inc., a Delaware corporation ("Legacy Advent"), and Vassilios Gregoriou, solely in his capacity as the representative from and after the Effective Time for the Advent stockholders (the "Seller Representative"), as amended by Amendment No. 1 and Amendment No. 2 to the Agreement and Plan of Merger (the "Amendments" and as amended, the "Merger Agreement"), dated as of October 19, 2020 and December 31, 2020, respectively, by and among AMCI, Merger Sub, Sponsor, Legacy Advent, and Seller Representative. In connection with the closing of the Business Combination (the "Closing"), we acquired 100% of the stock of Legacy Advent (as it existed immediately prior to the Closing) and its subsidiaries, changed our name from "AMCI Acquisition Corp." to "Advent Technologies Holdings, Inc." and changed the trading symbols of our common stock and warrants on Nasdaq from "AMCI" and "AMCIW" to "ADN" and "ADNWW," respectively.

For accounting purposes, the Business Combination is treated as a reverse acquisition and recapitalization, in which Advent is considered the accounting acquirer (and legal acquiree) and the Company is considered the accounting acquiree (and legal acquirer). Additionally, unless otherwise stated or the context indicates otherwise, with respect to the financial information contained in this Quarterly Report on Form 10-Q, including in "Part I, Item 1. Unaudited Condensed Consolidated Financial Statements" and the notes thereto and in "Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations," the financial information relating to the three months ended March 31, 2021, are those of Legacy Advent and its subsidiaries for the period prior to the Closing and the financial information of the Company and its subsidiaries for the period subsequent to the Closing; the financial information relating to the three months ended March 31, 2022, are those of the Company and its subsidiaries. See Note 1 "Basis of Presentation" in the accompanying unaudited condensed consolidated financial statements for additional information.

Unless the context indicates otherwise, the terms "Advent," the "Company," we," "us" and "our" refer to Advent Technologies Holdings, Inc. and its subsidiaries taken as a whole.



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                       Advent Technologies Holdings, Inc.
                               Table of Contents

                                                                                 Page
                            PART I-FINANCIAL INFORMATION

Item 1.    Unaudited Condensed Consolidated Financial Statements                  3
           Unaudited Condensed Consolidated Balance Sheets                        3
           Unaudited Condensed Consolidated Statements of Operations              4
           Unaudited Condensed Consolidated Statements of Comprehensive Income /
         (Loss)                                                                   5
           Unaudited Condensed Consolidated Statements of Changes in
         Stockholders' Equity / (Deficit)                                         6
           Unaudited Condensed Consolidated Statements of Cash Flows              8
           Notes to Unaudited Condensed Consolidated Financial Statements         9

Item 2. Management's Discussion and Analysis of Financial Condition and


         Results of Operations                                                    33
Item 3.    Quantitative and Qualitative Disclosures About Market Risk             49
Item 4.    Controls and Procedures                                                49

                              PART II-OTHER INFORMATION

Item 1.    Legal Proceedings                                                      50
Item 1A.   Risk Factors                                                           50
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds            50
Item 3.    Defaults Upon Senior Securities
                                                                                  50
Item 4.    Mine Safety Disclosures
                                                                                  50
Item 5.    Other Information
                                                                                  50
Item 6.    Exhibits                                                               50

  Signatures                                                                      51



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