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MarketScreener Homepage  >  Equities  >  Nasdaq  >  AMCI Acquisition Corp.    AMCI

AMCI ACQUISITION CORP.

(AMCI)
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AMCI ACQUISITION CORP. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

10/16/2020 | 04:35pm EST

Item 1.01 Entry into a Material Definitive Agreement.

Merger Agreement

This section describes the material provisions of the Merger Agreement (as defined below) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1. AMCI's shareholders, warrantholders and other interested parties are urged to read such agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below are defined in the Merger Agreement.

General Terms and Effects

On October 12, 2020, AMCI Acquisition Corp., a Delaware corporation ("AMCI"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with AMCI Merger Sub Corp., a Delaware corporation and newly formed wholly-owned subsidiary of AMCI ("Merger Sub"), AMCI Sponsor LLC, a Delaware limited liability company ("Sponsor"), solely in the capacity as the representative from and after the effective time of the Merger (as defined below) (the "Effective Time") for the shareholders of AMCI (other than the Advent Stockholders (as defined below)) (the "Purchaser Representative"), Advent Technologies Inc., a Delaware corporation ("Advent"), and Vassilios Gregoriou, solely in his capacity as the representative from and after the Effective Time for the Advent Stockholders (the "Seller Representative").

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated by the Merger Agreement (the "Closing"), Merger Sub will merge with and into Advent (the "Merger" and, together with the Warrant Amendment (as defined below) and the other transactions contemplated by the Merger Agreement, the "Transactions"), with Advent continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of AMCI. In the Merger, (i) all shares of Advent common stock and Advent preferred stock (together, "Advent Stock") issued and outstanding immediately prior to the Effective Time (other than those properly exercising any applicable dissenters rights under Delaware law) will be converted into the right to receive the Merger Consideration (as defined below) (with Advent preferred stock treated on an as-converted to Advent common stock basis); and (ii) all outstanding options, warrants or rights to subscribe for or purchase any capital stock of Advent or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of Advent ("Advent Convertible Securities") that have not been exercised or converted prior to the Effective Time will be cancelled, retired and terminated without any liability to Advent with respect thereto. At the Closing, AMCI will amend its charter to, among other matters, change its name to "Advent Technologies Holdings Inc.".


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Merger Consideration

The aggregate merger consideration to be paid pursuant to the Merger Agreement to holders of Advent Stock as of immediately prior to the Effective Time ("Advent Stockholders") will be an amount equal to (the "Merger Consideration") (i) $250 million, minus (ii) the estimated consolidated indebtedness of Advent and its subsidiaries as of the Closing, net of their estimated consolidated cash and cash equivalents ("Closing Net Indebtedness"). The Merger Consideration to be paid to Advent Stockholders will be paid solely by the delivery of new shares of AMCI Class A Common Stock, each valued at $10.00 per share. The Closing Net Indebtedness (and the resulting Merger Consideration) is based solely on estimates determined shortly prior to the Closing and is not subject to any post-Closing true-up or adjustment. The Merger Consideration will be allocated among holders of Advent Stock (including holders based on their pro rata ownership in Advent as of immediately prior to the Effective Time (treating Advent preferred stock on an as-converted to common stock basis for such purposes and including Advent Convertible Securities that have exercised or converted prior to the Effective Time).

Representations and Warranties

The Merger Agreement contains a number of representations and warranties by each of AMCI and Advent as of the date of the Merger Agreement and as of the date of the Closing. Many of the representations and warranties are qualified by materiality or Material Adverse Effect. "Material Adverse Effect" as used in the Merger Agreement means with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, results of operations or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or the ability of such person or entity or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Merger Agreement or the ancillary documents to which it is a party or bound or to perform its obligations thereunder, in each case subject to certain customary exceptions. Certain of the representations are subject to specified exceptions and qualifications contained in the Merger Agreement or in information provided pursuant to certain disclosure schedules to the Merger Agreement. The representations and warranties made by AMCI and Advent are customary for transactions similar to the Transactions.

Covenants of the Parties

Each party agreed in the Merger Agreement to use its commercially reasonable efforts to effect the Closing. The Merger Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Merger Agreement and the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms (the "Interim Period"), including (1) the provision of access to their properties, books and personnel; (2) the operation of their respective businesses in the ordinary course of business; (3) provision of financial statements by Advent; (4) AMCI's public filings; (5) no insider trading; (6) notifications of certain breaches, consent requirements or other matters; (7) efforts to consummate the Closing and obtain third party and regulatory approvals; (8) tax matters and transfer taxes; (9) further assurances; (10) public announcements; (11) confidentiality and (12) Exchange Act Section 16 matters. Each party also agreed during the Interim Period not to solicit or enter into any inquiry, proposal or offer, or any indication of interest in making an offer or proposal for an alternative competing transactions, to notify the others as promptly as practicable in writing of the receipt of any inquiries, proposals or offers, requests for information or requests relating to an alternative competing transaction or any requests for non-public information relating to such transaction, and to keep the others informed of the status of any such inquiries, proposals, offers or requests for information. There are also certain customary post-Closing covenants regarding (1) maintenance of books and records; (2) indemnification of directors and officers; and (3) use of trust account proceeds. AMCI also agreed to seek and use its reasonable best efforts to obtain an extension of its deadline to consummate its initial business combination from October 20, 2020 to February 22, 2021 (the "Required Extension").


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The Merger Agreement and the consummation of the transactions contemplated thereby requires the approval of both AMCI's shareholders and Advent's Stockholders. AMCI agreed, as promptly as practicable after the date of the Merger Agreement, to prepare, with reasonable assistance from Advent, and file with the U.S. Securities and Exchange Commission (the "SEC"), a registration statement on Form S-4 (as amended, the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act") of the issuance of the Merger Consideration to be issued to the Advent Stockholders, and containing a proxy statement/prospectus for the purpose of AMCI soliciting proxies from the shareholders of AMCI to approve the Merger Agreement, the transactions contemplated thereby and related matters (the "AMCI Shareholder Approval") at a special meeting of AMCI's shareholders (the "AMCI Shareholder Meeting") and providing such shareholders an opportunity to in accordance with AMCI's organizational documents and AMCI's initial public offering prospectus to have their shares of AMCI common stock redeemed (the "Redemption").

AMCI also agreed in the Merger Agreement to seek the approval of its warrantholders at a special meeting of AMCI warrantholders (the "AMCI Warrantholder Meeting") to amend AMCI's warrant agreement to provide that all issued and outstanding AMCI warrants as of the Closing will no longer be exercisable and will be cancelled, and each holder of an AMCI warrant will instead receive a cash payment of $1.50 per whole warrant, payable by AMCI promptly following the Closing (the "Warrant Amendment"), with such solicitation to be sought through the proxy statement included in the Registration Statement.

Advent also agreed in the Merger Agreement to obtain the written consent of its shareholders or call a meeting of its shareholders, in either case, as promptly as practicable after the Registration Statement has become effective and use its . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an

Off­balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K under the subheading "Orion Note Amendment" is incorporated by reference in this Item 2.03.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit
No.      Description
  2.1*   Agreement and Plan of Merger, dated as of October 12, 2020, by and among
         AMCI, Merger Sub, the Purchaser Representative, Advent, and the Seller
         Representative.

  10.1   Form of Voting Agreement, dated as of October 12, 2020, by and among
         AMCI, Advent and the stockholder of Advent party thereto.

  10.2   Form of Lock-Up Agreement, dated as of October 12, 2020, by and among
         AMCI, the Purchaser Representative and the stockholder of Advent party
         thereto.

  10.3   Form of Non-Competition Agreement, dated as of October 12, 2020 by the
         stockholder of Advent party thereto in favor of AMCI, Advent and their
         respective affiliates, successors and subsidiaries.

  10.4   Sponsor Warrant Letter, dated as of October 12, 2020, by and among AMCI,
         Advent and Sponsor.

  10.5   Orion Note Amendment, dated as of October 12, 2020, by and between AMCI
         and Orion.


* Certain exhibits and schedules to this Exhibit have been omitted in accordance

with Regulation S-K Item 601(b)(2). AMCI agrees to furnish supplementally a

copy of any omitted exhibit or schedule to the SEC upon its request.




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© Edgar Online, source Glimpses

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