ADVENT TECHNOLOGIES HOLDINGS, INC. - Annual Report: 2021 (Form 10-K)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Delaware	001-38742	83-0982969
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ADN		The Nasdaq Stock Market LLC
Warrants to purchase one share of common stock, each at an exercise price of $11.50		ADNWW		The Nasdaq Stock Market LLC

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☒		Smaller reporting company	☒
			Emerging growth company	☒

			Page
PART I
	Item 1.	Business	6
	Item 1A.	Risk Factors	15
	Item 1B.	Unresolved Staff Comments	30
	Item 2.	Properties	30
	Item 3.	Legal Proceedings	31
	Item 4.	Mine Safety Disclosures	31
PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	32
	Item 6.	Selected Financial Data	32
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	48
	Item 8.	Financial Statements and Supplementary Data	48
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	48
	Item 9A.	Controls and Procedures (Amended)	48
	Item 9B.	Other Information	49
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance	50
	Item 11.	Executive Compensation	55
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	62
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	63
	Item 14.	Principal Accounting Fees and Services	66
PART IV
	Item 15.	Exhibits, Financial Statement Schedules	67
	Item 16	Form 10-K Summary	69
	Signatures		70

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our ability to maintain the listing of our shares of common stock and warrants on Nasdaq;

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our ability to raise financing in the future;

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our success in retaining or recruiting officers, key employees or directors;

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factors relating to our business, operations and financial performance, including:

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our ability to control the costs associated with our operations;

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our ability to grow and manage growth profitably;

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our reliance on complex machinery for our operations and production;

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the market’s willingness to adopt our technology;

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our ability to maintain relationships with customers;

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the potential impact of product recalls;

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our ability to compete within our industry;

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increases in costs, disruption of supply or shortage of raw materials;

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risks associated with strategic alliances or acquisitions, including the acquisition of SerEnergy A/S, a Danish stock corporation (“SerEnergy”) and fischer eco solutions GmbH, a German limited liability company (“FES”), former wholly-owned subsidiaries of F.E.R. fischer Edelstahlrohre GmbH, completed on August 31, 2021;

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the impact of unfavorable changes in U.S. and international regulations;

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the availability of and our ability to meet the terms and conditions for government grants and economic incentives; and

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our ability to protect our intellectual property rights;

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market conditions and global and economic factors beyond our control, including the potential adverse effects of the ongoing global coronavirus (COVID-19) pandemic on capital markets, general economic conditions, unemployment and our liquidity, operations and personnel;

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volatility of our stock price and potential share dilution;

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future exchange and interest rates; and

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other factors detailed herein under the section entitled “Risk Factors.”

Item 1.

Business.

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Fuel cells generate electricity and heat from hydrogen-based fuels, thereby substantially reducing emissions of carbon dioxide and other pollutants generated by the combustion process in internal combustion engines (“ICE” or “ICEs”) and diesel generators. Fuel cells can be powered autonomously for hours or days where the fuel comes from a discrete source, or for longer where there is a pipeline or other large available source of fuel such as a tank.

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Fuel cells utilize fuels with a high energy density relative to lithium-ion batteries and other battery technology (according to ARPA-E power densities, hydrogen contains 40,000 Wh/kg while lithium-ion batteries carry only about 260Wh/kg).  This makes fuel cell technology well-suited for use in mobility and off-grid energy generation applications where battery technology faces limitations such as lifespan, self-discharge, weight (fuel cells are between 3 to 25 times lighter than batteries providing equivalent power), operation under almost any weather conditions, and recharge times.

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We expect that hydrogen will also be used to create liquid, synthetic fuels (eFuels like eMethanol, made by combining hydrogen with carbon dioxide for a net-zero liquid fuel) that have the advantage of lower transportation costs and network infrastructure investment relative to hydrogen gas.  Fuels like methanol have become subject to an increasing interest in Asia because they are currently available.  We believe methanol has the potential to become a leading zero-emissions liquid fuel that can leverage the current global infrastructure from gas stations to fuel tankers and trucks.  Given the urgency to decarbonize power generation, and the challenges the investment requirement poses for developing countries, we expect methanol to have an increasingly significant role as a liquid hydrogen carrier and a low/no carbon dioxide emission alternative to oil.

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We have developed our products under the principle of “Any Fuel. Anywhere.” which can be distilled into the two components:

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Any Fuel: While LT-PEMs require high-purity hydrogen to operate, our HT-PEMs can utilize low cost and abundant hydrogen-carrier fuels, including methanol, natural gas, e-fuels, liquid organic hydrogen carriers, dimethyl ether, and renewable biofuels.  The infrastructure required for clean energy powered solely by high-purity hydrogen would cost trillions of dollars.  In contrast, many of the hydrogen-carrier fuels can use existing or in-development infrastructure and have a much lower transport cost than hydrogen.  This key technology differentiator bypasses the need to commit to a specific energy distribution network and leverages existing infrastructure.  Most importantly, it provides an immediately serviceable market today, while we believe many LT-PEM competitors may have to wait another decade for the availability of green, high-purity, inexpensive hydrogen, and potentially longer for the maturity of hydrogen transportation and storage networks.  Given the urgency to decarbonize power generation, and the investment challenges faced by developing countries, we expect methanol to have an increasingly significant role as a liquid hydrogen carrier and a low or no carbon dioxide emission alternative to oil.

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Our HT-PEM technology significantly reduces the balance of plant requirements of a fuel cell system relative to LT-PEM fuel cells.  This means that fuel cells using our HT-PEMs have simplified requirements for supporting components and auxiliary systems, which enables reduced cost and increases application range for the end-user.  It does this through two methods:

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Superior Heat Management: HT-PEM fuel cells operate at high temperatures (between 160°C and 220°C, with next-generation MEA-based fuel cells operating between 80°C and 240°C).  Therefore, the temperature differential between a HT-PEM fuel cell and the outside environment is large.  As a result, only a small radiator, similar or smaller than the radiator in an ICE vehicle, is needed to transfer heat away from the fuel cell stack.  Conversely, because LT-PEM fuel cells run relatively cooler (under 85°C), a significantly larger radiator is required to effectively maintain suitable operating temperatures and conditions for an LT-PEM fuel cell.

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Water Management Issues: HT-PEM fuel cells use phosphoric acid as an electrolyte rather than water-assisted membranes.  Therefore, they reduce the need for water balance and other compensating engineering systems.

1.

Systems:  Fuel cells for portable and stationary applications of power generation, in the range of 20W to 20kW.  These fuel cells have applications in the telecom tower (e.g. 5G, 4G) power, surveillance, defense (and other portable power applications), energy (and other critical) infrastructure, and auxiliary power (marine, leisure) markets.  Our fuel cells are manufactured in the U.S., Denmark, and Germany.  Fuel cell systems provide the majority of our current revenue.

2.

The next generation of our fuel cells, in the 15kW to 1MW range, is expected to target the mobility sector (e.g., heavy-duty automotive, mining equipment, marine, aerospace, and unmanned aerial vehicles (“UAV”)).  We are planning to enter into joint development agreements with Tier 1 suppliers and OEMs to bring HT-PEM fuel cells to the mobility market.  We intend to be a provider of MEAs and core technology via licensing, rather than producing end-products for the mobility industry.  Revenue from joint development agreements may include engineering fees during the 1-3 year initial development cycle, MEA sales, and on-going licensing fees.

3.

We are a developer of the key component of the fuel cell, the MEA.  The operation of the MEA is key to the functionality and characteristics of a fuel cell system.  Our MEA enables a robust, long-lasting, and ultimately low-cost fuel cell product, relative to LT-PEM technologies.  In addition to our fuel cell system offerings, our MEA is also a discrete product offering to third-party fuel cell manufacturers.  MEA sales are expected to be a rapidly growing market in the future as more and more fuel cells are deployed globally by third parties, especially in the mobility space.

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The stationary off-grid market, expected to be a growing market.

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The human-portable defense, surveillance, energy infrastructure, and leisure market based on UltraCell’s innovative products.

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The development of next-generation MEA and fuel cell solutions for the mobility market.

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The large-scale fuel cell systems market (power generation and power to gas), especially following developments in the multi-billion euro “White Dragon” project (in which Advent is the fuel cell development partner), if approved by the European Union.

1.

Off-Grid Power:  We have a growing presence in the off-grid power market, with its recently acquired SerEnergy subsidiary having shipped thousands of systems worldwide to telecommunications providers for back-up power systems and stationary power sectors.  Methanol is easier and cheaper to deliver to remote locations compared to pure hydrogen, providing our HT-PEM technology with an advantage in the off-grid market.  Off-grid fuel cell solutions can use methanol already available at some remote industrial sites, like wellheads.  Additionally, methanol can be found in products already present at some remote sites, such as certain windshield washer fluids.  These products could be repurposed as a fuel source for the fuel cell.  Fuel cells in these applications produce significantly less of the greenhouse gases compared to ICE generators and produce power without ICEs’ attendant high levels of nitrogen oxides, sulfur oxides or particulate emissions.  Off-grid power solutions have the potential to run full-time, 365 days a year, 24 hours per day. Our launch of the M-ZERØ methanol-fueled low-power system targets the power generation needs of remote oil and gas locations.  The current method of powering such equipment results in significant methane emissions that are equivalent to millions of cars’ emissions per year.

2.

Portable Power:  Our acquisition of Silicon Valley-based UltraCell provided us with complete system technology for the portable power and defense markets.  Electrification is one of the key initiatives in the defense industry as the needs for mobility and power on demand are increasing dramatically.  Our fuel cells have already been deployed by the US Department of Defense (“DoD”), in the XX-55 portable power system, while the next-generation “Honey Badger” product, a wearable fuel cell designed to provide soldiers with on the go power, is currently in the DoD’s demonstration/validation program.

3.

Combined Heat and Power (“CHP”):  By virtue of their high temperature operation, HT-PEM fuel cells are well suited for delivering heat in addition to power to large commercial buildings and single or multi-family homes.  The CHP efficiency is at the 85%-90% range, making HT-PEM fuel cells extremely efficient for such uses.  HT-PEM fuel cells can be supplied by existing natural gas infrastructure and eventually by a future hydrogen-blend or pure-hydrogen pipeline network.

4.

Automotive: By charging electric vehicles’ batteries on-board through the conversion of high-purity hydrogen or hydrogen-carrier fuels into electricity, our fuel cells solve the range and recharging issues that battery-only electric vehicles currently face.  This issue is a particular challenge in heavy-duty and commercial vehicles.  Since our fuel cells can use hydrogen-carrier fuels such as natural gas, methanol and biofuels, fuels that are of growing in importance in China, India, and Western Europe, we believe that our technology will be critical in accelerating the mass adoption of electric vehicles and the shift away from ICEs.  Existing battery and LT-PEM technology are unable to meet the needs of heavy-duty transportation which require long-range, heavy payloads, fast refill times, and the ability to operate in diverse environments.  For example, LT-PEM fuel cells are unable to operate in hot environments because the radiator required to cool the MEA to the appropriate temperature range would be too large and therefore impractical.  The use of battery-only technology has the added disadvantage of insufficient power capacity without a substantial volume and weight of batteries, which results in a significant reduction in cargo capacity.

5.

Aviation:  Our fuel cells can deliver much longer range (autonomy) and better utilization (through faster time to refill and greater payload) for commercial drones, eVTOLs, and auxiliary power for traditional aircraft than battery power alone can deliver.  Existing commercial drones based on battery-only technology have a limited flight time given the power limitations of the lightweight requirements of flight.  Compared to battery powered flights, aircrafts powered by fuel cells using next generation HT-PEMs and ultra-lightweight non-metal plates could increase range, payload/passenger capacity, and the number of trips made on one charge or fill-up.  HT-PEM aircraft have the potential to refuel significantly faster than an equivalent battery could recharge.  The high-purity hydrogen currently required by LT-PEM is considered unsafe for widespread commercial use, while our HT-PEM provides sufficient range using safer liquid fuels and the Company believes it is key to efficient real-world flight usage.  Hydrogen gas and dimethyl ether are suitable for use as fuel for aviation fuel cells, and both work well with HT-PEM technology.  Additionally, high-temperature operation in aviation is essential, given heat exchange issues.  Fuel cells have shown that drones can stay airborne for longer periods of time, which enhances their value proposition and business applications.  We expect drone prototypes based on our technology to be available as soon as 2022.

6.

Marine:  In the marine industry, neither compressed hydrogen nor batteries are a viable option for commercial shipping.  The industry is evaluating alternative fuels to replace bunker fuel, and methanol appears to be among the most likely hydrogen carriers positioned to meet the European Union’s 2050 decarbonization objectives.  Our fuel cells are well-suited for methanol use, as the high-temperature operation can use low-grade hydrogen (converted from methanol via reformation) that does not work with current LT-PEM fuel cells.  Applications in the marine industry are likely to develop initially in auxiliary power and smaller ships, and eventually scale to the multi-MW range main propulsion market.  Our fuel cells promise fuel flexibility with hydrogen gas, liquid organic hydrogen carriers, methanol, and natural gas, and operate at high temperatures through proprietary chemistry.  Marine applications could be scalable for divergent load requirements and applications such as powering the entire propulsion system or, alternatively, providing auxiliary power to a differently powered primary propulsion system.  Marine fuel cell usage could offer long range and a fast refill; unlike battery power, and longer routes and larger vessels can be powered by fuel cells as compared to batteries.  In addition, fuel cells can be used in a hybrid structure in conjunction with battery power.  We are planning our initial focus on applications for auxiliary marine power, and then plans to focus on vessels’ main power.

Item 1A.

Risk Factors.

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training new personnel;

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forecasting production and revenue;

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geographic expansion;

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controlling expenses and investments in anticipation of expanded operations;

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entry into new material contracts;

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establishing or expanding design, production, licensing and sales; and

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implementing and enhancing administrative infrastructure, systems and processes.

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perceptions about safety, design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of alternative fuel or electric vehicles;

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improvements in the fuel economy of internal combustion engines and battery powered vehicles;

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the availability of service for alternative fuel vehicles;

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volatility in the cost of energy, oil, gasoline and hydrogen;

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government regulations and economic incentives promoting fuel efficiency, alternate forms of energy, and regulations banning internal combustion engines;

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the availability of tax and other governmental incentives to sell hydrogen;

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volatility in the cost of energy, oil, gasoline and hydrogen;

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government regulations and economic incentives promoting fuel efficiency, alternate forms of energy, and regulations banning internal combustion engines;

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the availability of tax and other governmental incentives to sell hydrogen;

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perceptions about and the actual cost of alternative fuel; and

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macroeconomic factors.

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increased subsidies for corn and ethanol production, which could reduce the operating cost of vehicles that use ethanol or a combination of ethanol and gasoline; and

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increased sensitivity by regulators to the needs of established automobile manufacturers with large employment bases, high fixed costs and business models based on the internal combustion engine, which could lead them to pass regulations that could reduce the compliance costs of such established manufacturers or mitigate the effects of government efforts to promote alternative fuel vehicles. Compliance with changing regulations could be burdensome, time consuming, and expensive. To the extent compliance with new regulations is cost prohibitive, our business, prospects, financial condition and operating results would be adversely affected.

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difficulty in staffing and managing foreign operations;

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foreign government taxes, regulations and permit requirements, including foreign taxes that we may not be able to offset against taxes imposed upon us in the U.S., and foreign tax and other laws limiting our ability to repatriate funds to the U.S.;

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fluctuations in foreign currency exchange rates and interest rates;

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U.S. and foreign government trade restrictions, tariffs and price or exchange controls;

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foreign labor laws, regulations and restrictions;

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changes in diplomatic and trade relationships;

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political instability, natural disasters, war or events of terrorism; and

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the strength of international economies.

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cease development, sales, license or use of fuel cells or membranes that incorporate the asserted intellectual property;

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pay substantial damages;

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obtain a license from the owner of the asserted intellectual property right, which license may not be available on reasonable terms or at all; or

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redesign one or more aspects or systems of our fuel cells or membranes.

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any patent applications we submit may not result in the issuance of patents;

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the scope of our issued patents may not be broad enough to protect our proprietary rights;

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our issued patents may be challenged and/or invalidated by our competitors;

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the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make aggressive enforcement impracticable;

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current and future competitors may circumvent our patents; and

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our in-licensed patents may be invalidated, or the owners of these patents may breach our license arrangements.

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a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;

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the ability of our board of directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

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the limitation of the liability of, and the indemnification of, our directors and officers;

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the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

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the requirement that directors may only be removed from our board of directors for cause;

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a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of stockholders and could delay the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors;

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the requirement that a special meeting of stockholders may be called only by our board of directors, the chairperson of our board of directors, our chief executive officer or our president (in the absence of a chief executive officer), which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;

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controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings;

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the requirement for the affirmative vote of holders of at least 65% of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend, alter, change or repeal any provision of  the second amended and restated certificate of incorporation or amended and restated bylaws, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our board of directors and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

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the ability of our board of directors to amend the amended and restated bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the amended and restated bylaws to facilitate an unsolicited takeover attempt; and

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advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our board of directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of surviving entity.

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a limited availability of market quotations for its securities;

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reduced liquidity for its securities;

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a determination that our common stock is a “penny stock” which will require brokers trading in the common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

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results of operations that vary from the expectations of securities analysts and investors;

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results of operations that vary from our competitors;

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changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

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declines in the market prices of stocks generally;

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strategic actions by us or our competitors;

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announcements by us or our competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

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any significant change in our management;

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changes in general economic or market conditions or trends in our industry or markets;

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changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

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future sales of our common stock or other securities;

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investor perceptions of the investment opportunity associated with our common stock relative to other investment alternatives;

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the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

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litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors;

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guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

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the development and sustainability of an active trading market for our common stock;

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actions by institutional or activist stockholders;

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changes in accounting standards, policies, guidelines, interpretations or principles; and

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other events or factors, including those resulting from pandemics, natural disasters, war, acts of terrorism or responses to these events.

Item 1B.

Unresolved Staff Comments.

Item 2.

Properties.

Item 3.

Legal Proceedings.

Item 4.

Mine Safety Disclosures.

Item 6.

Reserved

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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Expand U.S.-based operations to increase capacity for product testing, development projects and associated research and development activities;

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Expand production facilities to increase and automate assembly and production of fuel cell systems and MEAs;

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Develop improved MEA and other products for both existing and new markets, such as ultra-light MEAs designed for aviation applications, to remain at the forefront of the fast-developing hydrogen economy;

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Increase business development and marketing activities;

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Increase headcount in management and head office functions in order to appropriately manage Advent’s increased operations;

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Improve its operational, financial and management information systems;

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Obtain, maintain, expand, and protect its intellectual property portfolio; and

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Operate as a public company.

		Years Ended December 31,
		2021				2020				$ change				% change
Net Cash used in Operating Activities		$	(35,837,000	)		$	(1,425,068	)		$	(34,411,932	)			2,414.8	%
Cash Flows from Investing Activities:
Proceeds from sale of property and equipment			6,970				-				6,970				N/A
Purchases of property and equipment			(3,920,470	)			(122,508	)			(3,797,962	)			3,100.2	%
Purchases of intangible assets			(17,747	)			-				(17,747	)			N/A
Advances for the acquisition of property and equipment			(2,200,158	)			-				(2,200,158	)			N/A
Acquisition of a subsidiary, net of cash acquired			(19,425,378	)			-				(19,425,378	)			N/A
Net Cash used in Investing Activities		$	(25,556,783	)		$	(122,508	)		$	(25,434,275	)			20,761.3	%
Cash Flows from Financing Activities:
Business Combination and PIPE financing, net of issuance costs paid			141,120,851				-				141,120,851				N/A
Proceeds of issuance of preferred stock			-				1,430,005				(1,430,005	)			(100.0	)%
Proceeds from issuance of non-vested stock awards			-				21,756				(21,756	)			(100.0	)%
Repurchase of shares			-				(69,431	)			69,431				(100.0	)%
Proceeds of issuance of common stock and paid-in capital from warrants exercise			262,177				-				262,177				N/A
State loan proceeds			118,274				-				118,274				N/A
Repayment of convertible promissory notes			-				(500,000	)			500,000				(100.0	)%
Net Cash provided by Financing Activities		$	141,501,302			$	882,330			$	140,618,972				15,937.2	%
Net increase in cash and cash equivalents		$	80,107,519			$	(665,246	)		$	80,772,765				(12,141.8	)%
Effect of exchange rate changes on cash and cash equivalents			(858,823	)			(18,035	)			(840,788	)			4,662.0	%
Cash and cash equivalents at the beginning of year			515,734				1,199,015				(683,281	)			(57.0	)%
Cash and cash equivalents at the end of year		$	79,764,430			$	515,734			$	79,248,696				15,366.2	%

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identify the contract with a customer,

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identify the performance obligations in the contract,

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determine the transaction price,

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allocate the transaction price to performance obligations in the contract, and

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recognize revenue as the performance obligation is satisfied.

EBITDA and Adjusted EBITDA		Three months ended December 31, (Unaudited)												Years Ended December 31,
(in Millions of US dollars)		2021				2020				$ change				2021				2020				$ change
Net loss		$	(9.00	)		$	(1.70	)			(7.30	)		$	(20.52	)		$	(3.12	)			(17.40	)
Depreciation of property and equipment		$	0.38			$	0.00				0.38			$	0.56			$	0.02				0.54
Amortization of intangibles		$	0.71			$	0.00				0.71			$	1.18			$	0.00				1.18
Finance (income) costs, net		$	0.02			$	0.01				0.01			$	0.05			$	0.01				0.04
Other (income) expenses, net		$	0.06			$	0.04				0.02			$	(0.02	)		$	0.02				(0.04	)
Foreign exchange differences, net		$	0.04			$	0.00				0.04			$	0.04			$	0.03				0.01
Income tax		$	(0.87	)		$	0.00				(0.87	)		$	(0.92	)		$	0.00				(0.92	)
EBITDA		$	(8.66	)		$	(1.65	)			(7.01	)		$	(19.63	)		$	(3.04	)			(16.59	)
Net change in warrant liability		$	(6.91	)		$	0.00				(6.91	)		$	(22.74	)		$	0.00				(22.74	)
One-Time Transaction Related Expenses (1)		$	0.00			$	0.00				0.00			$	5.87			$	0.00				5.87
One-Time Transaction Related Expenses (2)		$	0.00			$	0.00				0.00			$	0.89			$	0.00				0.89
Executive severance (3)		$	0.00			$	0.00				0.00			$	2.44			$	0.00				2.44
Adjusted EBITDA		$	(15.57	)		$	(1.65	)			(13.92	)		$	(33.17	)		$	(3.04	)			(30.13	)

Adjusted Net Loss		Three months ended December 31, (Unaudited)												Years Ended December 31,
(in Millions of US dollars)		2021				2020				$ change				2021				2020				$ change
Net loss		$	(9.00	)		$	(1.70	)			(7.30	)		$	(20.52	)		$	(3.12	)			(17.40	)
Net change in warrant liability		$	(6.91	)		$	0.00				(6.91	)		$	(22.74	)		$	0.00				(22.74	)
One-Time Transaction Related Expenses (1)		$	0.00			$	0.00				0.00			$	5.87			$	0.00				5.87
One-Time Transaction Related Expenses (2)		$	0.00			$	0.00				0.00			$	0.89			$	0.00				0.89
Executive severance (3)		$	0.00			$	0.00				0.00			$	2.44			$	0.00				2.44
Adjusted Net Loss		$	(15.91	)		$	(1.70	)			(14.21	)		$	(34.06	)		$	(3.12	)			(30.94	)

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

Item 8.

Financial Statements and Supplementary Data.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Item 9A.

Controls and Procedures.

Item 9B.

Other Information.

Item 10.

Directors, Executive Officers and Corporate Governance.

Name	Age	Position
Vassilios Gregoriou	57	Chairman, Chief Executive Officer and Director
Kevin Brackman	49	Chief Financial Officer
Christos Kaskavelis	53	Chief Marketing Officer
Emory De Castro	64	Chief Technology Officer and Director
James F. Coffey	59	Chief Operating Officer and General Counsel
Katherine E. Fleming	56	Director
Anggelos Skutaris	57	Director
Katrina Fritz	49	Director

•

the Class I directors are Anggelos Skutaris, and Katrina Fritz, and their terms will expire at the annual meeting of stockholders to be held in 2024;

•

the Class II director is Katherine E. Fleming, and her term will expire at the annual meeting of stockholders to be held in 2022; and

•

the Class III directors are Vassilios Gregoriou, and Emory De Castro, and their terms will expire at the annual meeting of stockholders to be held in 2023.

•

selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

•

helping to ensure the independence and performance of the independent registered public accounting firm;

•

discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

•

developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•

reviewing policies on risk assessment and risk management;

•

reviewing related party transactions;

•

obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

•

by the independent registered public accounting firm

1.

reviewing and formalizing the Company’s compensation philosophy;

2.

preparation of competitive benchmarking reviews regarding executive compensation;

a.

In 2021, the Company elected to forgo establishing a compensation peer group, and as a result relied on survey data for benchmark purposes, scoped to the Company’s size;

3.

review of cash bonuses paid to executive officers;

4.

review of long-term incentive awards in connection with the Business Combination;

5.

evaluation of compensation program design for 2021;

6.

review and determine go-forward non-employee director compensation program; and

7.

analysis of current trends in executive compensation, and updates regarding applicable legislative and governance activity.

•

identifying, evaluating and selecting, or recommending that our board of directors approve, nominees for election to our board of directors;

•

evaluating the performance of our board of directors and of individual directors;

•

reviewing developments in corporate governance practices;

•

evaluating the adequacy of our corporate governance practices and reporting;

•

reviewing management succession plans; and

•

developing and making recommendations to our board of directors regarding corporate governance guidelines and matters.

Item 11.

Executive Compensation.

Name and Principal Position	Fiscal Year		Salary ($)(1)				Bonus ($)(2)(3)				Stock Awards ($) (4)				Option Awards ($) (4)				Non-Equity Incentive Plan Compensation ($)				All Other Compensation ($)				Total ($)
Vassilios Gregoriou	2021		$	800,000			$	3,000,000			$	9,553,142			$	4,647,475			$	1,200,000				—			$	19,200,617
Chairman of the Board of Directors and Chief Executive Officer	2020		$	170,000				—			$	323,966				—				—				—			$	493,966
Christos Kaskavelis (5)	2021		$	358,186			$	1,110,000			$	3,582,426			$	1,742,802			$	358,186				—			$	7,151,600
Chief Marketing Officer	2020		$	120,000				—			$	173,896				—				—				—			$	293,896
Emory De Castro	2021		$	350,000			$	1,110,000			$	3,582,426			$	1,742,802			$	350,000				—			$	7,135,228
Chief Technology Officer	2020		$	150,000				—			$	173,896				—				—				—			$	323,896

(1)

As of December 31, 2020, an aggregate of $613,970, $120,000, and $426,422 was due in unpaid compensation for prior service to, respectively, Messrs. Gregoriou, Kaskavelis, and De Castro. These amounts were repaid to Messrs. Gregoriou, Kaskavelis, and De Castro in connection with the Business Combination in February 2021.

(4)

The amounts included under the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of such awards granted during the 2021 and 2020 fiscal years. For more information regarding these share-based compensation arrangements, see Note 16 to the audited Consolidated Financial Statements for the year ended December 31, 2021 included as part of this filing.

(5)	Compensation for Mr. Kaskavelis was paid to Mamaya IKE, a Greek company owned by Mr. Kaskavelis and his wife.

	Role		Required Ownership Level
	Chief Executive Officer and Chairman		6.0x Base Salary
	Other Executive Officers		3.0x Base Salary
	Non-Employee Directors		3.0x Annual Cash Retainer

	Option Awards (1)											Stock Awards (2)
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price ($)			Option Expiration Date		Number of Shares or Units of Stock that Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested ($) (3)
Vassilios Gregoriou	‒			922,118			$	10.36		6/11/2031			922,118			$	6,464,047
Emory De Castro	‒			345,794			$	10.36		6/11/2031			345,794			$	2,424,016
Christos Kaskavelis	‒			345,794			$	10.36		6/11/2031			345,794			$	2,424,016

(1)	Option awards vest 25% upon each anniversary of February 4, 2021, the vesting commencement date, until the fourth anniversary of the vesting commencement date.

(2)	Stock awards consist of grants of restricted stock units that vest 25% upon each anniversary of February 4, 2021, the vesting commencement date, until the fourth anniversary of the vesting commencement date.

(3)	Market value of restricted stock unit awards is based on the closing price of $7.01 per share on December 31, 2021 on the Nasdaq Stock Market.

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)(1)(2)				Total ($)
Katherine E. Fleming		$	100,000			$	199,989			$	299,989
Katrina Fitz		$	100,000			$	199,989			$	299,989
Anggelos Skutaris		$	100,000			$	199,989			$	299,989
Lawrence M. Clark, Jr. (former director) (3)		$	100,000			$	‒			$	100,000

(1)	The amounts disclosed above reflect the full grant date fair values in accordance with FASB ASC Topic 718. See “Note 16 - Share Based Compensation” to our consolidated financial statements for the year ended December 31, 2021.

(2)	On June 11, 2021, the company granted to each non-employee director a total of 19,304 restricted stock units, 9,652 of which vested on February 4, 2022 and 9,652 of which vest on June 8, 2022.

(3)	Mr. Clark resigned on January 28, 2022.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

•

each person known to us to be the beneficial owner of more than 5% of outstanding common stock;

•

each of our named executive officers and directors; and

•

all executive officers and directors as a group

Name and Address of Beneficial Owner		Number of Shares				%
Directors and Executive Officers
Vassilios Gregoriou (1)			5,926,564				11.5	%
Christos Kaskavelis (2)			3,877,009				7.6	%
Emory De Castro (3)			2,297,895				4.5	%
Katherine E. Fleming			2,413				*
Anggelos Skutaris			2,413				*
Katrina Fritz			2,413				*
All directors and executive officers as a group (eight individuals)(4)			12,872,308				24.9	%
Five Percent Holders:
F.E.R. fischer Edelstahlrohre GmbH (5)			5,124,846				10.0	%
BNP Paribas Asset Management UK Ltd. (6)			3,814,184				7.4	%
Invesco Ltd. (7)			2,778,867				5.4	%
Charalampos Antoniou (8)			2,775,049				5.4	%

Plan Category		(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights				(b) Weighted-average exercise price per share of outstanding options, warrants and rights				(c) Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by stockholders			2,624,894			$	9.63				1,588,899
Equity compensation plans not approved by stockholders		‒				$	‒			‒
Total			2,624,894			$	9.63				1,588,899

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

Item 14.

Principal Accounting Fees and Services.

Item 15.

Exhibits, Financial Statement Schedules.

Item 16.

Form 10-K Summary.

	Advent Technologies Holdings, Inc.
	By:	/s/ Kevin Brackman
March 31, 2022	Name:	Kevin Brackman
	Title:	Chief Financial Officer

Name		Position		Date
/s/ Vassilios Gregoriou		Chief Executive Officer and Chairman of the Board		March 31, 2022
Vassilios Gregoriou
/s/ Kevin Brackman		Chief Financial Officer		March 31, 2022
Kevin Brackman
/s/ Emory De Castro		Chief Technology Officer and Director		March 31, 2022
Emory De Castro
/s/ Katherine E. Fleming		Director		March 31, 2022
Katherine E. Fleming
/s/ Anggelos Skutaris		Director		March 31, 2022
Anggelos Skutaris
/s/ Katrina Fritz		Director		March 31, 2022
Katrina Fritz