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 AMCI Acquisition Corp. (Nasdaq: AMCI, AMCIW
and AMCIU), a special purpose acquisition company organized under the laws of
the State of Delaware ("AMCI"), in connection with the transactions contemplated
by the Merger Agreement described below.
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 October 13, 2020, AMCI issued a press release announcing the execution of a
definitive Agreement and Plan of Merger, dated as of October 12, 2020 (the
"Merger Agreement"), with Advent Technologies, Inc., a Delaware corporation
("Advent") and innovation driven fuel cell technology company that is unlocking
the hydrogen economy. Pursuant to the Merger Agreement, subject to the terms
and conditions set forth therein, a newly-formed Delaware subsidiary of AMCI
will merge with and into Advent, and Advent will continue as the surviving
corporation and a wholly-owned subsidiary of AMCI. A copy of the press release
is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
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 Securities and Exchange
Commission (the "SEC") by AMCI. The foregoing list of factors is not
exclusive. Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. Neither AMCI
nor Advent undertakes or accepts any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements to reflect
any change in its expectations or any change in events, conditions or
circumstances on which any such statement is based, subject to applicable law.
Readers are referred to the most recent reports filed with the SEC by AMCI.
Readers are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made, and AMCI undertakes no
obligation to update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise.
Important Information About the Transactions and Where to Find It
AMCI intends to file with the SEC a Registration Statement on Form S-4 (the
"Registration Statement"), which will include a preliminary proxy statement of
AMCI and a prospectus in connection with the Merger Agreement and the
Transactions. AMCI will mail a definitive proxy statement and other relevant
documents to its shareholders and warrantholders. Securityholders of AMCI and
other interested persons are advised to read, when available, the preliminary
proxy statement, and amendments thereto, and the definitive proxy statement in
connection with AMCI's solicitation of proxies for the special meeting to be
held to approve the Merger Agreement and the Transactions because these
documents will contain important information about AMCI, Advent, the Merger
Agreement and the Transactions. The definitive proxy statement will be mailed to
securityholders of AMCI as of a record date to be established for voting on the
Merger Agreement and the Transactions. Securityholders and other interested
persons will also be able to obtain copies of the Registration Statement and the
proxy statement/prospectus, without charge, once available, on the SEC's website
at www.sec.gov or by directing a request to AMCI by contacting its Chief
Executive Officer, William Hunter, c/o AMCI Acquisition Corp., 1501 Ligonier
Street, Suite 370, Latrobe, PA 15650, at (724) 672-4319.
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 December 31, 2019 filed with the SEC, as modified or supplemented by any
Form 3 or Form 4 filed with the SEC since the date of such filing. Other
information regarding the interests of the participants in the proxy
solicitation will be included in the proxy statement/prospectus pertaining to
the proposed Transactions when it becomes available. These documents can be
obtained free of charge from the sources indicated above.
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,
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Investor Presentation, dated October 2020
99.2 Press Release, dated October 13, 2020
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