Item
8.01 Other Events.
On
February 2, 2021, AMCI Acquisition Corp., a Delaware corporation (“AMCI”), the predecessor to Advent Technologies Holdings,
Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “AMCI Special Meeting”)
to approve certain matters relating to the business combination between AMCI and Advent Technologies Inc. One of these matters contained
in the business combination proposal was to approve an amendment and restatement of AMCI’s Certificate of Incorporation (as so
amended and restated, the “New Charter”). The New Charter amended the predecessor certificate of incorporation of AMCI (the
“Old Charter”). The Old Charter authorized 100 million shares of Class A Common Stock. Among other things, the New Charter
amended the Old Charter by increasing the number of these shares authorized for issuance from 100 million to 110 million and by re-designating
the Class A Common Stock as Common Stock.
The
New Charter was approved by a majority of the shares of Class A and Class B common stock of AMCI, voting together as a single class,
that were outstanding as of the record date for the AMCI Special Meeting. After the AMCI Special Meeting, AMCI and Advent Technologies
Inc. closed the business combination. In connection with the closing, AMCI changed its name to Advent Technologies Holdings, Inc., and
the New Charter was filed with the Secretary of State of the State of Delaware on February 4, 2021.
As
of December 31, 2022, the Company had 51,717,720 shares of Common Stock issued and outstanding, as well as 33,285,449 shares of Common
Stock reserved for issuance to satisfy the conversion or exercise of outstanding warrants, rights and options, meaning a total of 85,003,169
shares of Common Stock of the 100 million shares of Class A common stock authorized by the Old Charter are not available for new issuances.
A
recent ruling by the Court of Chancery introduces uncertainty as to whether Section 242(b)(2) of the Delaware General Corporation Law
(the “DGCL”) would have required the New Charter to be approved by a separate vote of the majority of AMCI’s then-outstanding
shares of Class A common stock.
To date, no stockholder has given the Company notice
of any allegations or demand letters about the proper stockholder votes necessary to approve the New Charter. However, to resolve potential
uncertainty with respect to the Company’s capital structure, on March 6, 2023, the Company filed a petition in the Delaware Court
of Chancery (the “Court of Chancery”) under Section 205 of the DGCL to seek validation of the New Charter (the “Petition”).
Section 205 of the DGCL permits the Court of Chancery, in its discretion, to ratify and validate potentially defective corporate acts.
The Petition filed by the Company in the Court of Chancery is captioned In Re Advent Technologies Holdings, Inc. (C.A. No. 2023-0280-LWW
(Del. Ch.)). Concurrently with the Petition, the Company filed a motion to expedite the hearing on the Petition.
On March 7, 2023, the Court of Chancery granted
the motion to expedite and set a hearing date for the Petition to be heard. The hearing has been set for March 29, 2023 at 9:15 a.m. Eastern
Time, at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801. As required by the Court of Chancery, the Company is filing the Petition with this Current Report on Form 8-K, a copy of which is attached hereto as
Exhibit 99.1.
This Form 8-K constitutes notice of the hearing.
If any stockholder of the Company wishes to express a position on the Petition, such stockholders of the Company may (i) appear at the
hearing or (ii) file a written submission with the Register in Chancery, Leonard L. Williams Justice Center, 500 North King Street, Wilmington,
Delaware 19801, referring to the case caption, In Re Advent Technologies Holdings, Inc. (C.A. No. 2023-0280-LWW (Del. Ch.)), in advance
of the hearing, and any such written submission should be emailed to the Company’s counsel, Kevin M. Coen Esq., Morris, Nichols,
Arsht & Tunnell LLP, at kcoen@morrisnichols.com.
If the Company is not successful in the Section
205 proceeding, the uncertainty with respect to the Company’s capitalization resulting from the Court of Chancery’s ruling
referenced above could have a material adverse impact on the Company, including on the Company’s ability to conduct equity financing
transactions in the near-future. This uncertainty could impair the Company’s ability to execute its business plan.