Special meeting of AMCI stockholders to approve proposed business combination with Advent Technologies Inc. to be held on February 2, 2021
NEW YORK–(BUSINESS WIRE)–AMCI Acquisition Corp. (NASDAQ: AMCI) (“AMCI”) today announced that the Special Meeting (the “Special Meeting”) of its stockholders in connection with its previously announced proposed business combination with Advent Technologies Inc. (“Advent”), an innovation-driven company in the fuel cell and hydrogen technology space, will be held on February 2, 2021. The proxy statement/prospectus/consent solicitation is being mailed to the Company’s stockholders of record as of the close of business on January 8, 2021 (the “Record Date”). Notice of the Special Meeting will be mailed on or about January 21, 2021 to stockholders of record as of the Record Date.
As announced previously, the Business Combination will result in Advent Technologies becoming a wholly-owned subsidiary of AMCI. Upon the closing of the transaction, the combined company will operate as Advent Technologies Holdings, Inc., and its common stock will be listed on the Nasdaq under new symbol “ADN.” If the Business Combination is approved by AMCI stockholders, AMCI anticipates closing the Business Combination shortly after the Special Meeting, subject to the satisfaction or waiver (as applicable) of all other closing conditions.
About AMCI Acquisition Corp.
AMCI Acquisition Corp. (NASDAQ: AMCI) is a blank check company incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses that are critical to the growing urbanization, electrification and infrastructure needs of the world. AMCI consummated its initial public offering on the Nasdaq Capital Market in November 2018.
About Advent Technologies
Advent Technologies is an innovation-driven company in the fuel cell and hydrogen technology space. Our vision is to accelerate electrification through advanced materials, components, and next-generation fuel cell technology. Our technology applies to electrification (fuel cells) and energy storage (flow batteries, hydrogen production) markets, which we commercialize through partnerships with Tier1s, OEMs, and System Integrators. For more information on Advent Technologies, please visit the company’s website at https://staging.advent.energy/
Additional Information about the Proposed 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, 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.
You may also obtain these documents by requesting them in writing or by telephone from AMCI’s proxy solicitation agent, Advantage Proxy, at the following address and telephone number:
Karen Smith
President and Chief Executive Officer
Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: (877) 870-8565
Collect: (206) 870-8565
(banks and brokers can call collect at (206) 870-8565)
Email: [email protected]
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.
Forward-Looking Statements
Certain statements made in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, actual results may differ materially from the Company’s or Advent’s expectations or projections. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: (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 the Company 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 the Company or the stockholders of Advent or other reasons; (iv) the failure to meet the minimum cash requirements of the Merger Agreement due to Company 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 the Company 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 the Company.
No Offer or Solicitation
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to 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, or an exemption therefrom.
Contacts
Sloane & Company
Joe Germani / Alex Kovtun
[email protected] / [email protected]