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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, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

10/20/2020 | 06:06am EST

Item 1.01 Entry into a Material Definitive Agreement.

First Amendment to Merger Agreement

On October 19, 2020, AMCI Acquisition Corp., a Delaware corporation ("AMCI"), entered into a First Amendment to Agreement and Plan of Merger (the "First Amendment") with the other parties to the Agreement and Plan of Merger, dated as of October 12, 2020 (the "Merger Agreement"), by and among, AMCI, AMCI Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of AMCI ("Merger Sub"), AMCI Sponsor LLC, a Delaware limited liability company, in its capacity as the Purchaser Representative thereunder (the "Purchaser Representative"), Advent Technologies Inc., a Delaware corporation ("Advent"), and Vassilios Gregoriou, solely in his capacity as the Seller Representative thereunder (the "Seller Representative").

The First Amendment eliminates any requirements or obligations under the Merger Agreement with respect to the proposed amendment to AMCI's warrant agreement (the "Warrant Amendment") to cash out all outstanding warrants at $1.50 per warrant as was contemplated by the Merger Agreement, and deleted all provisions of the Merger Agreement related to the Warrant Amendment, including without limitation the requirement to hold a meeting of AMCI warrantholders, that obtaining approval for and effecting the Warrant Amendment is a condition to the closing under the Merger Agreement, and that the cash payment for the Warrant Amendment would be a deduction for the minimum cash condition for closing under the Merger Agreement.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the First Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.2 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is an updated investor presentation as of October 19, 2020 (the "Updated Investor Presentation") to account for the First Amendment, the results of AMCI's stockholder meeting on October 16, 2020 and certain other matters, which Updated Investor Presentation will be used by AMCI in connection with the transactions contemplated by the Merger Agreement, as amended by the First Amendment. The original investor presentation that was filed by AMCI on its Current Report on Form 8-K filed with the SEC on October 13, 2020 has been superseded by the Updated Investor Presentation.


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The Updated Investor Presentation is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit
No.      Description
  2.2    First Amendment to Agreement and Plan of Merger, dated as of October 19,
         2020, by and among AMCI, Merger Sub, the Purchaser Representative,
         Advent, and the Seller Representative.

  99.1   Updated Investor Presentation, dated October 19, 2020.



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