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 the investor presentation (the "Investor
Presentation") that will be used by
The 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 8.01 Other Events.
On
Forward-Looking Statements
This report contains, and certain oral statements made by representatives of
AMCI and Advent and their respective affiliates, from time to time may contain,
"forward-looking statements" within the meaning of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995. AMCI's and Advent's
actual results may differ from their expectations, estimates and projections and
consequently, you should not rely on these forward-looking statements as
predictions of future events. Words such as "expect," "estimate," "project,"
"budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could,"
"should," "believes," "predicts," "potential," "might" and "continues," and
similar expressions are intended to identify such forward-looking statements.
These forward-looking statements include, without limitation, AMCI's and
Advent's expectations with respect to future performance and anticipated
financial impacts of the transactions (the "Transactions") contemplated by the
Merger Agreement, the satisfaction of the closing conditions to the Transactions
and the timing of the completion of the Transactions. These forward-looking
statements involve significant risks and uncertainties that could cause actual
results to differ materially from expected results. Most of these factors are
outside of the control of AMCI or Advent and are difficult to predict. Factors
that may cause such differences include but are not limited to: (i) the
occurrence of any event, change or other circumstances that could give rise to
the termination of the Merger Agreement; (ii) the ability of AMCI to meet Nasdaq
listing standards following the transaction and in connection with the
consummation thereof; (iii) the inability to complete the transactions
contemplated by the Merger Agreement due to the failure to obtain approval of
the stockholders or warrantholders of AMCI or the stockholders of Advent or
other reasons; (iv) the failure to meet the minimum cash requirements of the
Merger Agreement due to AMCI stockholder redemptions and the failure to obtain
replacement financing; (v) the failure to meet projected development and
production targets; (vi) costs related to the proposed transaction; (vii)
changes in applicable laws or regulations; (viii) the ability of the combined
company to meet its financial and strategic goals, due to, among other things,
competition, the ability of the combined company to pursue a growth strategy and
manage growth profitability; (ix) the possibility that the combined company may
be adversely affected by other economic, business, and/or competitive factors;
(x) the effect of the COVID-19 pandemic on AMCI and Advent and their ability to
consummate the transaction; and (xi) other risks and uncertainties described
herein, as well as those risks and uncertainties discussed from time to time in
other reports and other public filings with the
Readers are referred to the most recent reports filed with the
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Important Information About the Transactions and Where to Find It
AMCI intends to file with the
Participants in the Solicitation
AMCI and Advent, and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the holders of
AMCI ordinary shares in connection with the proposed Transactions. Information
about AMCI's directors and executive officers and their ownership of AMCI's
ordinary shares is set forth in AMCI's Annual Report on Form 10-K for the year
ended
Disclaimer
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Investor Presentation, datedOctober 2020 99.2 Press Release, datedOctober 13, 2020
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