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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)

11/25/2020 | 12:32pm EST

Item 1.01 Entry into a Material Definitive Agreement

On November 20, 2020, AMCI Acquisition Corp. (the "Company") issued a promissory note (the "Note") in the principal amount of up to $1,000,000 to AMCI Sponsor LLC (the "Sponsor"). The Note was issued in connection with additional advances the Sponsor has made, and may make in the future, to the Company in connection with the proposed business combination between the Company and Advent Technologies, Inc. ("Advent"). The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) February 22, 2021. At the election of the Sponsor, all or a portion of the unpaid principal amount of the Note may be converted into warrants of the Company, each warrant exercisable for one share of Class A common stock of the Company upon the consummation of an initial business combination (the "Conversion Warrants"), equal to: (x) the portion of the principal amount of the Note being converted, divided by (y) $1.00, rounded up to the nearest whole number of warrants. The Conversion Warrants are identical to the warrants issued by the Company to the Sponsor in a private placement upon consummation of the Company's initial public offering. The Conversion Warrants and their underlying securities are entitled to the registration rights set forth in the Note.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

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 is incorporated by reference in this Item 2.03.

Additional Information about the Transaction and Where to Find It

In connection with the proposed transaction between the Company and Advent, the Company has filed a registration statement on Form S-4, (SEC File No. 333-250946) which also includes a preliminary proxy statement, with the Securities and Exchange Commission ("SEC), and will mail a definitive proxy statement and other relevant documents to its stockholders. Investors and security holders of the Company are advised to read the preliminary proxy statement, and amendments thereto, and, when available, the definitive proxy statement in connection with the Company's solicitation of proxies for its special meeting of stockholders to be held to approve the transaction and related matters, because the proxy statement will contain important information about the transaction and the parties to the transaction. The definitive proxy statement will be mailed to stockholders of the Company as of a record date to be established for voting on the transaction. Stockholders will also be able to obtain copies of the definitive proxy statement, without charge, once available, at the SEC's website at www.sec.gov or by directing a request to: AMCI Acquisition Corp., 1501 Ligonier Street, Suite 370, Latrobe, PA 15650.

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Participants in Solicitation

The Company and Advent and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company's stockholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company's stockholders in connection with the proposed transaction is set forth in the registration statement on Form S-4 that includes the preliminary proxy statement for the proposed transaction. Information concerning the interests of the Company's and Advent's participants in the solicitation, which may, in some cases, be different than those of the Company's and Advent's stockholders generally, is set forth in the registration statement on Form S-4 that includes the proxy statement relating to the transaction.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.



Exhibit Number   Description
  10.1
                 Promissory Note of the Company, dated November 20, 2020.


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