(Mark One)
☒
~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

PART I—FINANCIAL INFORMATION

~~Item 1.~~

~~Unaudited Condensed Consolidated Financial Statements~~

Item 1. Unaudited Condensed Consolidated Financial Statements

ADVENT TECHNOLOGIES HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

As of

ASSETS
June 30, 2021
(Unaudited)

December 31,
2020

Current assets:
Cash and cash equivalents $ 116,109,057 $ 515,734
Accounts receivable 1,110,825 421,059
Due from related parties 16,153 67,781
Contract assets 435,164 85,930
Inventories 857,671 107,939
Prepaid expenses and Other current assets 2,846,143 496,745
Total current assets 121,375,013 1,695,188
Non-current assets:

Goodwill and intangibles, net 5,207,817 0
Property and equipment, net 1,115,176 198,737
Other non-current assets 2,660,939 136
Total non-current assets 8,983,932 198,873
Total assets $ 130,358,945 $ 1,894,061
LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)
Current liabilities:
Trade and other payables $ 2,883,325 $ 881,394
Due to related parties 30,000 1,114,659
Deferred income from grants, current 65,180 158,819
Contract liabilities 140,940 167,761
Other current liabilities 331,071 904,379
Income tax payable 191,194 201,780
Total current liabilities 3,641,711 3,428,792
Non-current liabilities:
Warrant liability 19,704,861 0
Deferred income from grants, non-current 176,525 182,273
Other long-term liabilities 182,140 76,469
Total non-current liabilities 20,063,525 258,742
Total liabilities 23,705,236 3,687,534
Commitments and contingent liabilities 0 0
Stockholders’ equity / (deficit)
Common stock ($0.0001 par value per share; Shares authorized: 110,000,000 at June 30, 2021 and December 31, 2020; Issued and outstanding: 46,128,745 and 25,033,398 at June 30, 2021 and December 31, 2020, respectively)
4,613 2,503
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at June 30, 2021 and December 31, 2020; nil issued and outstanding at June 30, 2021 and December 31, 2020
0 0
Additional paid-in capital 119,964,708 10,993,762
Accumulated other comprehensive (loss) / income (176,457 ) 111,780
Accumulated deficit (13,139,155 ) (12,901,518 )
Total stockholders’ equity / (deficit) 106,653,709 (1,793,473 )
Total liabilities and stockholders’ equity / (deficit) $ 130,358,945 $ 1,894,061

(Amounts in USD thousands, except share and per share amounts)


	As of
	June 30, 2022 (Unaudited)			December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	46,536		$	79,764
Accounts receivable		2,556			3,139
Contract assets		996			1,617
Inventories		10,248			6,958
Prepaid expenses and Other current assets		10,690			5,873
Total current assets		71,026			97,351
Non-current assets:
Goodwill		30,030			30,030
Intangibles, net		22,041			23,344
Property and equipment, net		9,648			8,585
Other non-current assets		2,696			2,475
Deferred tax assets		1,605			1,246
Available for sale financial asset		311			-
Total non-current assets		66,331			65,680
Total assets	$	137,357		$	163,031
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade and other payables	$	4,929		$	4,837
Deferred income from grants, current		203			205
Contract liabilities		934			1,118
Other current liabilities		7,523			12,515
Income tax payable		179			196
Total current liabilities		13,768			18,871
Non-current liabilities:
Warrant liability		2,214			10,373
Deferred tax liabilities		2,258			2,500
Defined benefit obligation		96			90
Deferred income from grants, non-current		127			-
Other long-term liabilities		710			996
Total non-current liabilities		5,405			13,959
Total liabilities		19,173			32,830
Commitments and contingent liabilities
Stockholders’ equity
Common stock ($0.0001 par value per share; Shares authorized: 110,000,000 at June 30, 2022 and December 31, 2021; Issued and outstanding: 51,631,509 and 51,253,591 at June 30, 2022 and December 31, 2021, respectively)		5			5
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at June 30, 2022 and December 31, 2021; nil 0 issued and outstanding at June 30, 2022 and December 31, 2021)		0			0
Additional paid-in capital		169,980			164,894
Accumulated other comprehensive loss		(3,132	)		(1,273	)
Accumulated deficit		(48,669	)		(33,425	)
Total stockholders’ equity		118,184			130,201
Total liabilities and stockholders’ equity	$	137,357		$	163,031

See accompanying notes to unaudited condensed consolidated financial statements.

~~Table of Contents~~

ADVENT TECHNOLOGIES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(~~All amounts~~Amounts in USD thousands, except ~~for number of shares)~~

Three months ended June 30,
(Unaudited)

Six months ended June 30,
(Unaudited)

2021
2020
2021
2020

Revenue, net $ 1,003,464 $ 200,354 $ 2,492,756 $ 300,620
Cost of revenues (669,352 ) (217,916 ) (1,016,695 ) (283,953 )
Gross profit / (loss) 334,112 (17,562 ) 1,476,061 16,667
Income from grants
85,727 54,828 124,180 143,106
Research and development expenses (638,753 ) 0 (667,835 ) (43,633 )
Administrative and selling expenses (6,595,735 ) (444,129 ) (14,517,593 ) (754,434 )
Amortization of intangibles 29,047 0 (157,713 ) 0
Operating loss (6,785,602 ) (406,863 ) (13,742,899 ) (638,294 )
Finance costs (3,139 ) (514 ) (13,419 ) (3,037 )
Fair value change of warrant liability 3,645,835 0 13,411,460 0
Foreign exchange differences, net (10,839 ) 8 13,116 (18,579 )
Other income / (expenses), net
10,435 98,351 94,105 (6,210 )
Loss before income tax (3,143,311 ) (309,017 ) (237,637 ) (666,120 )
Income tax
0 (3,101 ) 0 (3,101 )
Net loss $ (3,143,311 ) $ (312,118 ) $ (237,637 ) $ (669,221 )
Net loss per share

Basic loss per share
(0.07 ) (0.02 ) (0.01 ) (0.04 )
Basic weighted average number of shares
46,126,490 18,736,370 42,041,473 17,623,672
Diluted loss per share (0.07 ) (0.02 ) (0.01 ) (0.04 )
Diluted weighted average number of shares 46,126,490 18,736,370 42,041,473 17,623,672

share and per share amounts)


	Three months ended June 30, (Unaudited)						Six months ended June 30, (Unaudited)
	2022			2021			2022			2021
Revenue, net	$	2,225		$	1,003		$	3,481		$	2,493
Cost of revenues		(2,270	)		(669	)		(3,787	)		(1,017	)
Gross profit / (loss)		(45	)		334			(306	)		1,476
Income from grants		209			86			717			124
Research and development expenses		(2,642	)		(639	)		(4,791	)		(668	)
Administrative and selling expenses		(7,956	)		(6,596	)		(18,454	)		(14,517	)
Amortization of intangibles		(718	)		29			(1,417	)		(158	)
Operating loss		(11,152	)		(6,786	)		(24,251	)		(13,743	)
Fair value change of warrant liability		(217	)		3,646			8,159			13,412
Finance income / (expenses), net		1			(3	)		(9	)		(13	)
Foreign exchange (losses) / gains, net		(1	)		(10	)		(18	)		13
Other (expenses) / income, net		(218	)		10			(221	)		94
Loss before income tax		(11,587	)		(3,143	)		(16,340	)		(237	)
Income taxes		439			-			1,096			-
Net loss	$	(11,148	)	$	(3,143	)	$	(15,244	)	$	(237	)
Net loss per share
Basic loss per share		(0.22	)		(0.07	)		(0.30	)		(0.01	)
Basic weighted average number of shares		51,476,822			46,126,490			51,365,823			42,041,473
Diluted loss per share		(0.22	)		(0.07	)		(0.30	)		(0.01	)
Diluted weighted average number of shares		51,476,822			46,126,490			51,365,823			42,041,473

See accompanying notes to unaudited condensed consolidated financial statements.

~~Table of Contents~~

ADVENT TECHNOLOGIES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME / (LOSS)~~

Three months ended June 30,
(Unaudited)
Six months ended June 30,
(Unaudited)

2021
2020
2021 2020

Net loss
$ (3,143,311 ) $ (312,118 ) $ (237,637 ) $ (669,221 )
Other comprehensive income / (loss), net of tax effect:

Foreign currency translation adjustment

(307,182
)

38,339
(288,237 ) (11,502 )
Total other comprehensive income / (loss) (307,182 ) 38,339 (288,237 ) (11,502 )
Comprehensive loss $ (3,450,494 ) $ (273,779 ) $ (525,874 ) $ (680,723 )

LOSS

(Amounts in USD thousands)


	Three months ended June 30, (Unaudited)						Six months ended June 30, (Unaudited)
	2022			2021			2022			2021
Net loss	$	(11,148	)	$	(3,143	)	$	(15,244	)	$	(237	)
Other comprehensive loss, net of tax effect:
Foreign currency translation adjustment		(1,441	)		(307	)		(1,859	)		(288	)
Total other comprehensive loss		(1,441	)		(307	)		(1,859	)		(288	)
Comprehensive loss	$	(12,589	)	$	(3,450	)	$	(17,103	)	$	(525	)

See accompanying notes to unaudited condensed consolidated financial statements.

~~Table of Contents~~

ADVENT TECHNOLOGIES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY / (DEFICIT)

(~~All amounts~~Amounts in USD thousands, except ~~for number of shares)~~

Three Months Ended June 30, 2021
Preferred
Stock Series A
Shares Amount Preferred Stock
Series Seed
Shares Amount Common Stock
Shares Amount Additional Paid-in
Capital Accumulated
Deficit Accumulated
OCI Total Stockholders'
(Deficit) Equity

Balance as of March 31, 2021 (Unaudited)
0 $ 0 0 $ 0 46,105,947 $ 4,611 $ 118,568,449 $ (9,995,844 ) $ 130,725 $ 108,707,941
Business combination and PIPE financing (Unaudited) 0 0 0 0 0 0 431,189 0 0 431,189
Share capital increase from warrants exercise (Unaudited) 0 0 0 0 22,798 2 262,175 0 0 262,177
Stock based compensation expense (Unaudited) - 0 - 0 - 0 702,894 0 0 702,894
Net loss (Unaudited) - 0 - 0 - 0 0 (3,143,311 ) 0 (3,143,311 )
Other comprehensive loss (Unaudited) - 0 - 0 - 0 0 0 (307,182 ) (307,182 )
Balance as of June 30, 2021 (Unaudited) 0 $ 0 0 $ 0 46,128,745 $ 4,613 119,964,708 (13,139,155 ) $ (176,457 ) $ 106,653,709

share amounts)


	Three Months Ended June 30, 2022
	Preferred Stock Series A Shares		Amount		Preferred Stock Series Seed Shares		Amount		Common Stock Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Accumulated OCI			Total Stockholders’ Equity
Balance as of March 31, 2022 (Unaudited)		-	$	-		-	$	-		51,253,591	$	5	$	167,755	$	(37,521	)	$	(1,691	)	$	128,548
Stock issued under stock compensation plan (Unaudited)		-		-		-		-		377,918		0		-		-			-			0
Stock based compensation expense (Unaudited)		-		-		-		-		-		-		2,225		-			-			2,225
Net loss (Unaudited)		-		-		-		-		-		-		-		(11,148	)		-			(11,148	)
Other comprehensive loss (Unaudited)		-		-		-		-		-		-		-		-			(1,441	)		(1,441	)
Balance as of June 30, 2022 (Unaudited)		-	$	-		-	$	-		51,631,509	$	5	$	169,980	$	(48,669	)	$	(3,132	)	$	118,184

See accompanying notes to unaudited condensed consolidated financial statements

~~Table of Contents~~ADVENT TECHNOLOGIES HOLDINGS, INC.

Six Months Ended June 30, 2021

Preferred
Stock
Series A
Shares
Amount
Preferred
Stock
Series Seed
Shares
Amount
Common
Stock
Shares
Amount
Additional Paid-in
Capital

Accumulated
Deficit

Accumulated
OCI

Total Stockholders'
(Deficit) Equity

Balance as of December 31, 2020
844,037 $ 845 2,095,592 $ 2,096 3,017,057 $ 3,017 $ 10,990,307 $ (12,901,518 ) $ 111,780 $ (1,793,473 )
Retroactive application of recapitalization (Unaudited) (844,037 ) (845 ) (2,095,592 ) (2,096 ) 22,016,341 (514 ) 3,455 0 0 0
Adjusted balance, beginning of period (Unaudited) 0 0 0 0 25,033,398 2,503 10,993,762 (12,901,518 ) 111,780 (1,793,473 )
Business combination and PIPE financing (Unaudited) 0 0 0 0 21,072,549 2,107 108,005,876 0 0 108,007,984
Share capital increase from warrants exercise (Unaudited)
0 0 0 0 22,798 2 262,175 0 0 262,177
Stock based compensation expense (Unaudited)
- 0 - 0 - 0 702,894 0 0 702,894
Net loss (Unaudited) - 0 - 0 - 0 0 (237,637 ) 0 (237,637 )
Other comprehensive loss (Unaudited)
- 0 - 0 - 0 0 0 (288,237 ) (288,237 )
Balance as of June 30, 2021 (Unaudited)
0 $ 0 0 $ 0 46,128,745 $ 4,613
119,964,708
(13,139,155 ) $
(176,457 ) $
106,653,709

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY / (DEFICIT)

(Amounts in USD thousands, except share amounts)

	Six Months Ended June 30, 2022
	Preferred Stock Series A Shares		Amount		Preferred Stock Series Seed Shares		Amount		Common Stock Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Accumulated OCI			Total Stockholders’ Equity
Balance as of December 31, 2021		-	$	-		-	$	-		51,253,591	$	5	$	164,894	$	(33,425	)	$	(1,273	)	$	130,201
Stock issued under stock compensation plan (Unaudited)		-		-		-		-		377,918		0		-		-			-			0
Stock based compensation expense (Unaudited)		-		-		-		-		-		-		5,086		-			-			5,086
Net loss (Unaudited)		-		-		-		-		-		-		-		(15,244	)		-			(15,244	)
Other comprehensive loss (Unaudited)		-		-		-		-		-		-		-		-			(1,859	)		(1,859	)
Balance as of June 30, 2022 (Unaudited)		-	$	-		-	$	-		51,631,509	$	5	$	169,980	$	(48,669	)	$	(3,132	)	$	118,184

See accompanying notes to unaudited condensed consolidated financial statements

7ADVENT TECHNOLOGIES HOLDINGS, INC.

~~Table of Contents~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY / (DEFICIT)

Three Months Ended June 30, 2020
Preferred
Stock Series A
Shares Amount Preferred Stock
Series Seed
Shares Amount Common Stock
Shares Amount Additional Paid-in
Capital Accumulated
Deficit Accumulated
OCI Total Stockholders'
(Deficit) Equity

Balance as of March 31, 2020 (Unaudited) 0 $ 0 0 $ 0 17,028,689 $ 1,703 $ 10,243,260 $ (10,124,722 ) $ 69,018 $ 189,259
Retroactive application of recapitalization (Unaudited) 0 0 0 0 (888,184 ) (89 ) 89 0 0 0
Issuance of non-vested stock awards* (Unaudited) 0 0 0 0 5,380,128 538 12,263 0 0 12,801
Repurchase of shares* (Unaudited) 0 0 0 0 (188,397 ) (19 ) (118,180 ) 0 0 (118,199 )
Recognition of stock grant plan (Unaudited) - 0 - 0 - 0 176,768 0 0 176,768
Net loss (Unaudited) - 0 - 0 - 0 0 (312,118 ) 0 (312,118 )
Other comprehensive loss (Unaudited) - 0 - 0 - 0 0 0 38,339 38,339
Balance as of June 30, 2020 (Unaudited) 0 $ 0 0 $ 0 21,332,235 $ 2,133 $ 10,314,200 $ (10,436,840 ) $ 107,357 $ (13,150 )

~~The amounts have been retroactively restated to give effect to the recapitalization transaction.~~

(Amounts in USD thousands, except share amounts)

	Three Months Ended June 30, 2021
	Preferred Stock Series A Shares		Amount		Preferred Stock Series Seed Shares		Amount		Common Stock Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Accumulated OCI			Total Stockholders’ Equity
Balance as of March 31, 2021 (Unaudited)		-	$	-		-	$	-		46,105,947	$	4		118,569	$	(9,996	)	$	131		$	108,708
Business combination and PIPE financing (Unaudited)		-		-		-		-		-		-		431		-			-			431
Share capital increase from warrants exercise (Unaudited)		-		-		-		-		22,798		0		262		-			-			262
Stock based compensation expense (Unaudited)		-		-		-		-		-		-		703		-			-			703
Net Loss (Unaudited)		-		-		-		-		-		-		-		(3,143	)		-			(3,143	)
Other comprehensive loss (Unaudited)		-		-		-		-		-		-		-		-			(307	)		(307	)
Balance as of June 30, 2021 (Unaudited)		-	$	-		-	$	-		46,128,745	$	4	$	119,965	$	(13,139	)	$	(176	)	$	106,654

See accompanying notes to unaudited condensed consolidated financial statements

ADVENT TECHNOLOGIES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY / (DEFICIT)

(Amounts in USD thousands, except share amounts)

	Six Months Ended June 30, 2021
	Preferred Stock Series A Shares			Amount			Preferred Stock Series Seed Shares			Amount			Common Stock Shares		Amount			Additional Paid-in Capital		Accumulated Deficit			Accumulated OCI			Total Stockholders’ (Deficit) Equity
Balance as of December 31, 2020		844,037		$	1			2,095,592		$	1			3,017,057	$	3		$	10,991	$	(12,902	)	$	112		$	(1,794	)
Retroactive application of recapitalization (Unaudited)		(844,037	)		(1	)		(2,095,592	)		(1	)		22,016,341		(1	)		3		-			-			-
Adjusted balance, beginning of period (Unaudited)*		-			-			-			-			25,033,398		2			10,994		(12,902	)		112			(1,794	)
Business combination and PIPE financing (Unaudited)		-			-			-			-			21,072,549		2			108,006		-			-			108,008
Share capital increase from warrants exercise (Unaudited)		-			-			-			-			22,798		0			262		-			-			262
Stock based compensation expense (Unaudited)		-			-			-			-			-		-			703		-			-			703
Net loss (Unaudited)		-			-			-			-			-		-			-		(237	)		-			(237	)
Other comprehensive loss (Unaudited)		-			-			-			-			-		-			-		-			(288	)		(288	)
Balance as of June 30, 2021 (Unaudited)		-		$	-			-		$	-			46,128,745	$	4		$	119,965	$	(13,139	)	$	(176	)	$	106,654

~~Table of Contents~~

Six Months Ended June 30, 2020

Preferred Stock
Series A Shares
Amount
Preferred
Stock
Series Seed
Shares
Amount
Common
Stock
Shares
Amount
Additional
Paid-in
Capital

Accumulated
Deficit

Accumulated
OCI

Total
Stockholders'
(Deficit)
Equity

Balance as of December 31, 2019 314,505 $ 315 2,108,405 $ 2,108 888,184 $ 888 $ 8,811,647 $ (9,767,619 ) $ 118,859 $ (833,802 )
Retroactive application of recapitalization (Unaudited)
(314,505 ) (315 ) (2,108,405 ) (2,108 ) 13,026,925 503
1,920 0 0 0
Adjusted balance, beginning of period (Unaudited)
0 0 0 0 13,915,109 1,392 8,813,567 (9,767,619 ) 118,859 (833,802 )
Issuance of preferred stock* (Unaudited)
0 0 0 0 2,225,396 223 1,429,782 0 0 1,430,005
Issuance of non-vested stock awards* (Unaudited) 0 0 0 0 5,380,128 538 12,263 0 0 12,801
Repurchase of shares* (Unaudited)
0 0 0 0 (188,397 ) (19 ) (118,180 ) 0 0 (118,199 )
Recognition of stock grant plan (Unaudited)
- 0 - 0 - 0 176,768 0 0 176,768
Net loss (Unaudited) - 0 - 0 - 0 0 (669,221 ) 0 (669,221 )
Other comprehensive loss (Unaudited)
- 0 - 0 - 0 0 0 (11,502 ) (11,502 )
Balance as of June 30, 2020 (Unaudited)
0 $ 0 0 $ 0 21,332,235 $ 2,133 $ 10,314,200 $ (10,436,840 ) $ 107,357 $ (13,150 )

The amounts have been retroactively restated to give effect to the recapitalization transaction.

See accompanying notes to unaudited condensed consolidated financial statements

~~Table of Contents~~

ADVENT TECHNOLOGIES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~(Unaudited)~~

Six months ended June 30,
(Unaudited)

2021
2020

Net Cash used in Operating Activities $ (16,231,479 ) $ (690,905 )

Cash Flows from Investing Activities:
Purchases of property and equipment (947,846 ) (64,786 )
Advances for the acquisition of property and equipment
(2,528,957 ) 0
Acquisition of a subsidiary, net of cash acquired (5,922,871 ) 0
Net Cash used in Investing Activities $ (9,399,674 ) $ (64,786 )

Cash Flows from Financing Activities:
Business Combination and PIPE financing, net of issuance costs paid 141,120,851 0
Proceeds of issuance of preferred stock 0 1,430,005
Proceeds from issuance of non-vested stock awards
0 12,801
Repurchase of shares
0 (34,836 )
Proceeds of issuance of common stock and paid-in capital from warrants exercise
262,177 0
State loan proceeds
117,490 0
Repayment of convertible promissory notes
0 (500,000 )
Net Cash provided by Financing Activities $ 141,500,518 $ 907,970

Net increase in cash and cash equivalents $ 115,869,365 $ 152,279
Effect of exchange rate changes on cash and cash equivalents (276,042 ) (4,224 )
Cash and cash equivalents at the beginning of the period
515,734 1,199,015
Cash and cash equivalents at the end of the period
$ 116,109,057 $ 1,347,070

Supplemental Cash Flow Information
Non-cash Operating Activities:
Recognition of stock grant plan $ 702,894 $ 176,768

(Amounts in USD thousands)


	Six months ended June 30, (Unaudited)
	2022			2021
Net Cash used in Operating Activities	$	(29,356	)	$	(16,231	)

Cash Flows from Investing Activities:
Purchases of property and equipment		(2,673	)		(948	)
Purchases of intangible assets		(121	)		0
Advances for the acquisition of property and equipment		0			(2,529	)
Acquisition of subsidiaries, net of cash acquired		0			(5,923	)
Acquisition of available for sale financial assets		(328	)		0
Net Cash used in Investing Activities	$	(3,122	)	$	(9,400	)

Cash Flows from Financing Activities:
Business Combination and PIPE financing, net of issuance costs paid		0			141,121
Proceeds of issuance of common stock and paid-in capital from warrants exercise		0			262
State loan proceeds		0			117
Net Cash provided by Financing Activities	$	0		$	141,500

Net increase / (decrease) in cash and cash equivalents	$	(32,478	)	$	115,869
Effect of exchange rate changes on cash and cash equivalents		(750	)		(276	)
Cash and cash equivalents at the beginning of the period		79,764			516
Cash and cash equivalents at the end of the period	$	46,536		$	116,109

Supplemental Cash Flow Information
Cash activities
Interest paid	$	7		$	0
Non-cash Investing and Financing Activities:
Stock-based compensation	$	5,086		$	703

See accompanying notes to unaudited condensed consolidated financial statements.

~~Table of Contents~~

ADVENT TECHNOLOGIES HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.	Basis of presentation

Overview

~~(a)~~

~~Overview~~

On February 4, 2021 (“Closing Date”), AMCI Acquisition Corp. (“AMCI”), consummated the previously announced business combination (the “Business Combination”) pursuant to that certain merger agreement (the “Agreement and Plan of Merger”), dated October 12, 2020, by and among AMCI, AMCI Merger Sub Corp., a Delaware corporation and newly formed wholly-owned subsidiary of AMCI (“Merger Sub”), AMCI Sponsor LLC (the “Sponsor”), solely in the capacity as the representative from and after the effective time of the Business Combination for the stockholders of AMCI (the “Purchaser Representative”), Advent Technologies, Inc., a Delaware corporation (“Legacy Advent”), and ~~Vasillios~~Vassilios Gregoriou, solely in his capacity as the representative from and after the effective time for the Legacy Advent stockholders (the “Seller Representative”), as amended by Amendment No. 1 and Amendment No. 2 to the Agreement and Plan of Merger, dated as of October 19, 2020 and December 31, 2020, respectively, by and among AMCI, Merger Sub, Sponsor, Legacy Advent, and Seller Representative. In connection with the closing of the Business Combination (the “Closing”), AMCI acquired ~~100%~~100% of the stock of Legacy Advent (as it existed immediately prior to the Closing) and its subsidiaries.

On the Closing Date, and in connection with the closing of the Business Combination, AMCI changed its name to Advent Technologies Holdings, Inc. (the “Company” or “Advent”). Legacy Advent was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805. This determination was primarily based on Legacy Advent’s stockholders prior to the Business Combination having a majority of the voting interests in the combined company, Legacy Advent’s operations comprising the ongoing operations of the combined company, Legacy Advent’s board of directors comprising a majority of the board of directors of the combined company, and Legacy Advent’s senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Advent issuing stock for the net assets of AMCI, accompanied by a recapitalization. The net assets of AMCI are stated at historical cost, with no goodwill or other intangible assets recorded.

While AMCI was the legal acquirer in the Business Combination, because Legacy Advent was deemed the accounting acquirer, the historical financial statements of Legacy Advent became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the ~~unaudited condensed~~ consolidated financial statements included in this report reflect (i) the historical operating results of Legacy Advent prior to the Business Combination; (ii) the results of the Company (combined results of AMCI and Legacy Advent) following the closing of the Business Combination; (iii) the assets and liabilities of Legacy Advent at their historical cost; and (iv) Company’s equity structure for all periods presented.

In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s common stock, ~~$0.0001~~$0.0001 par value per share, ~~(“Common Stock”)~~ issued to Legacy Advent’s stockholders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Advent Preferred Stock (“Preferred Series A” and “Preferred Series Seed”) and Legacy Advent common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. Activity within the statement of changes in stockholders’ equity / (deficit) for the issuances of Legacy Advent’s Preferred Stock, were also retroactively converted to Legacy Advent common ~~stock.~~stock (Note 3)

On February 18, 2021, ~~the Company,~~Advent Technologies, Inc. entered into a Membership Interest Purchase Agreement with Bren-Tronics, Inc. (“Seller”) and UltraCell, LLC, a Delaware limited liability company and a direct ~~wholly-owned~~wholly owned subsidiary of Seller (“UltraCell”) (the ~~“Purchase~~“UltraCell Purchase Agreement”). See Note 3 “Business Combination” ~~accompanying~~for additional information.

UltraCell LLC was renamed to Advent Technologies LLC following its acquisition by the Company.

On June 25, 2021, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”), with F.E.R. fischer Edelstahlrohre GmbH, a limited liability company incorporated under the Laws of Germany (the “Seller”) to acquire (the “Acquisition”) all of the issued and outstanding equity interests in SerEnergy A/S, a Danish stock corporation and a wholly-owned subsidiary of the Seller (“SerEnergy”) and fischer eco solutions GmbH, a German limited liability company and a wholly-owned subsidiary of the Seller (“FES”) together with certain outstanding shareholder loan receivables. See Note 3 “Business Combination” for additional information.

SerEnergy A/S and FES were renamed to Advent Technologies A/S and Advent Technologies GmbH, respectively, following their acquisition by the Company.

Advent Technologies Holdings, Inc. and its subsidiaries (collectively referred to as “Advent”, the “Company,” we,” “us” and “our”) is an advanced materials and technology development company operating in the fuel cell and hydrogen technology space. Advent develops, manufactures and assembles the critical components that determine the performance of hydrogen fuel cells and other energy systems. To date, Advent’s principal operations have been to develop and manufacture Membrane Electrode Assembly (MEA) and to design fuel cell stacks and complete fuel cell systems for a range of customers in the stationary power, portable power, automotive, aviation, energy storage and sensor markets.

Advent has its headquarters in Boston, Massachusetts, a product development facility in Livermore, California, and production facilities in Greece, Denmark, and Germany and sales and warehousing facilities in the Philippines.

The unaudited condensed consolidated financial statements ~~for additional information.~~

~~Table~~ of ~~Contents~~the Company have been prepared to reflect the consolidation of the companies listed below:

Subsidiaries in Consolidation
Company Name	Country of Incorporation	Ownership Interest		Statements of Operations
Company Name	Country of Incorporation	Direct	Indirect	2022	2021
Advent Technologies, Inc.	USA	100%	0	01/01 – 6/30	01/01 – 6/30
Advent Technologies S.A.	Greece	100%	0	01/01 – 6/30	01/01 – 6/30
Advent Technologies LLC	USA	0	100%	01/01 – 6/30	02/19 – 6/30
Advent Technologies GmbH	Germany	100%	0	01/01 – 6/30	-
Advent Technologies A/S	Denmark	100%	0	01/01 – 6/30	-
Advent Green Energy Philippines, Inc	Philippines	0	100%	01/01 – 6/30	-

Unaudited Condensed Consolidated Financial Statements

~~(b)~~

~~Unaudited Condensed Consolidated Financial Statements~~

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s audited consolidated financial statements as of and for the year ended December 31, ~~2020~~2021, included in the ~~Current~~Annual Report on Form 8-K filed with the SEC on February 9, 2021 (the “Original Form 8-K”), as amended by Amendment No. 1 to Form 8-K, filed with the SEC on February 9, 2021 (“Amendment No. 1”), as further amended by Amendment No. 2 to Form 8-K,10-K filed with the SEC on March 26, 2021 (“Amendment No. 2”) and as further amended by Amendment No 3 to Form 8-K, filed with the SEC on May 20, 2021 (“Amendment No. 3,” and, the Original Form 8-K, as so amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Super Form 8-K”).

31, 2022.
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated.

~~Certain prior period balances have been reclassified to conform to the current period presentation in the unaudited condensed consolidated financial statements and the accompanying notes.~~

Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise specified.

~~(c)~~
Going Concern

The unaudited condensed consolidated financial statements have been prepared by management, ~~in accordance with GAAP,~~ assuming that the Company will continue as a going concern ~~which contemplates the realization of assets~~ and ~~the satisfaction of liabilities and commitments in the normal course of business. Accordingly,~~accordingly, these financial statements do not include any adjustments that may result in the event the Company is unable to continue as a going concern.

The management of the Company assesses the Company’s ability to continue as a going concern at each period end. The assessment evaluates whether there are conditions that give rise to substantial doubt to continue as a going concern within one year from the consolidated financial statements issuance date, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The management examines closely its operating results and its cash position and makes adjustments to its cash flow forecasts where necessary.

Beginning in March 2020, the ~~COVID-19~~coronavirus (“COVID-19”) pandemic and the measures imposed to contain this pandemic have ~~disrupted~~affected business and ~~are expected~~economic activity around the world. Since the COVID-19 outbreak, the Company has been closely monitoring and adopting all necessary measures to ~~continue~~protect its employees and partners and to ~~impact~~minimize as much as possible the ~~Company’s business. The magnitude~~business disruption caused by the pandemic. During 2021 and 2022, as a result of the ~~impact of~~mass vaccination schemes initiated around the world, the restrictive measures imposed by the governments began to be gradually lifted and the worldwide restrictions to mobility were relaxed, leading to increased economic activity and improved global macro-economic indicators.

Management is closely monitoring the developments around COVID-19 ~~pandemic~~and is constantly assessing its implications on the Company’s productivity, results of operations and financial position. At this stage, the Company maintains a strong financial position with its cash and ~~its disruption~~cash equivalents amounting to $46.5 million. Additionally, as of June 30, 2022, the ~~Company’s business (fuel cells sales timeline, realization~~Company reported a positive working capital of ~~income from grants received) will depend in part, on the length and severity of these restrictions and on the Company’s ability to conduct business in the ordinary course.~~

$57.3 million.
As of the date of this Quarterly Report on Form 10-Q, the Company’s existing cash resources are sufficient to support planned operations for the next 12 months. As a result, management believes that the Company’s existing financial resources are sufficient to continue operating activities for at least one year past the issuance date of the ~~unaudited condensed~~ consolidated financial statements.

2.	Summary of Significant Accounting ~~Policies:~~Policies

There have been no significant changes from the significant accounting policies disclosed in Note 2 of the “Notes to Consolidated Financial Statements” included in the ~~Super~~Annual Report Form ~~8-K.~~

~~Table of Contents~~

10-K filed with the SEC on March 31, 2022. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”). As an emerging growth company (“EGC”), the JOBS Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The Company ~~applied the following~~did not apply any new accounting ~~policies:~~

policies during the three- and six-month periods ended June 30, 2022 other than those noted within Recent Accounting Pronouncements (included in Note 2).

Use of Estimates

~~(a)~~

~~Business acquisitions, Goodwill and Intangible Assets~~

The ~~Company allocates~~preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the ~~fair value~~reported amounts of purchase consideration transferred in a business acquisition to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration transferred over the fair values of these identifiable assets and liabilities ~~is recorded as goodwill. In case the fair value~~and disclosure of ~~purchase consideration transferred is below fair values of these identifiable~~contingent assets and liabilities as of the ~~Company recognizes a gain from a bargain purchase. Such valuations require~~dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, management ~~to make significant~~evaluates the estimates and ~~assumptions, especially with respect~~judgments, including those related to ~~intangible assets. Significant estimates in valuing certain intangible~~the selection of useful lives for tangible assets, ~~include, but are not limited to,~~expected future ~~expected~~ cash flows from ~~acquired licenses, trade names, in process research~~long-lived assets to support impairment tests, the carrying value of goodwill, provisions necessary for accounts receivables and ~~development (“R&D”), useful lives~~inventory write downs, provisions for legal disputes, and ~~discount rates, patents, customer clientele, customer contracts~~contingencies. Management bases its estimates and ~~know-how. Management’s estimates of fair value~~judgments on historical experience and on various other factors that are ~~based upon assumptions~~ believed to be reasonable ~~but~~under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are ~~inherently uncertain and unpredictable and, as a result, actual~~not readily apparent from other sources. Actual results ~~may~~could differ from ~~estimates. During~~those estimates under different assumptions and/or conditions.
11
Fair Value Measurements
The Company follows the accounting guidance in ASC 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement ~~period,~~date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.
The accounting guidance requires fair value measurements be classified and disclosed in one of the ~~Company may record adjustments~~following three categories:
● Level 1: Quoted prices in active markets for identical assets or liabilities.
● Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace.
● Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the ~~assets acquired~~fair value measurement.
Available for Sale Financial Asset
On May 25, 2022, Advent Technologies S.A (“Advent SA”) and ~~liabilities assumed,~~UNI.FUND Mutual Fund (“UNIFUND”) entered into an agreement to finance Cyrus SA (“Cyrus”) with ~~the corresponding offset to goodwill. Upon the conclusion~~a convertible bond loan (“Bond Loan”) of €1.0 million. As a part of this transaction, Advent SA offered €0.3 million in bond loans with an annual interest rate of 8.00%. The term of the ~~measurement period, any subsequent adjustments are recorded~~loan is three years and there is a surcharge of 2.5% for overdue interest.
Mandatory conversion of the Bond Loan will occur in the event of qualified financing which is equivalent to a share capital increase by Cyrus in the first three years from the execution of the Bond Loan agreement with a total amount over €3 million which is covered by third parties unrelated to the basic shareholders or by investors related to them.
The Company classifies the Bond Loan as an available for sale financial asset on the condensed consolidated balance sheets. The Company recognizes interest income within the condensed consolidated statement of operations.

~~For significant acquisitions, the Company obtains independent appraisals and valuations of the intangible (and certain tangible) assets acquired and certain assumed obligations.~~
The Company ~~analyzes each acquisition individually and all acquisitions within~~initially measured the available for sale Bond Loan at the transaction price plus any applicable transaction costs. The Bond Loan is remeasured to its fair value at each reporting period ~~in aggregate to determine if those are material acquisitions in the context of ASC 805-10-50.~~

~~The estimated fair values~~ and useful lives of identified intangible assets are based on many factors, including estimates and assumptions of future operating performance and cash flows of the acquired business, estimates of cost avoidance, the nature of the business acquired, the specific characteristics of the identified intangible assets and our historical experience and that of the acquired business.upon settlement. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including product demand, market conditions, regulations affecting the business model of our operations, technological developments, economic conditions and competition.

We conduct a goodwill impairment analysis annually in the fourth fiscal quarter, as of October 1, and as necessary if changes in facts and circumstances indicate that the fair value of our reporting units may be less than their carrying amounts. When indicators of impairment do not exist and certain accounting criteria are met, we are able to evaluate goodwill impairment using a qualitative approach. When necessary, our quantitative goodwill impairment test consists of two steps. The first step requires that we compare the estimated fair value of ~~our reporting units to~~ the ~~carrying value of the reporting unit’s net assets, including goodwill. If the~~Bond Loan is determined using Level 3 inputs by using a discounted cash flow model. The change in fair value ofis recognized within the reporting unit is greater than the carrying value of its net assets, goodwill is not considered to be impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value of its net assets, we would be required to complete the second step of the test by analyzing the fair value of its goodwill. If the carrying value of the goodwill exceeds its fair value, an impairment charge is recorded. Currently, we identify 1 reporting unit.

~~(b)~~

~~Warrants~~

The Company may issue or assume common stock warrants with debt, equity or as standalone financing instruments that are recorded as either liabilities or equity in accordance with the respective accounting guidance. Warrants recorded as equity are recorded at their relative fair value or fair value determined at the issuance date and remeasurement is not required. Warrants recorded as liabilities are recorded at their fair value, within warrant liability on the consolidated balance sheets, and remeasured on each reporting date with changes recorded in revaluation of warrant liability on the Company’scondensed consolidated statements of ~~operations.~~

~~Table~~comprehensive loss. The Company did not recognize any unrealized gain / (loss) from the agreement date of ~~Contents~~May 25, 2022 through June 30, 2022.

Warrant Liability

~~(c)~~

~~Fair Value of Financial Instruments~~

As a result of the Business Combination, the Company assumed a warrant liability (the “Warrant Liability”) related to previously issued 3,940,278 warrants, each exercisable to purchase one 1 share of common stock at an exercise price of ~~$11.50~~$11.50 per share, originally sold to AMCI Sponsor LLC (the “Sponsor”) in a private placement consummated in connection with AMCI’s ~~Initial Public Offering~~initial public offering (the “Private Placement Warrants”) and the 400,000 warrants, each exercisable to purchase one 1 share of common stock at an exercise price of ~~$11.50~~$11.50 per share, converted from the Sponsor’s non-interest bearing loan to the Company of ~~$400,000~~$400,000 in connection with the closing of the Business Combination (the “Working Capital Warrants”) (Note ~~11)~~13). The Private Placement Warrants and the Working Capital Warrants have substantially the same terms as the 22,029,279 warrants, each exercisable to purchase one 1 share of common stock at an exercise price of ~~$11.50~~$11.50 per share, issued by AMCI in its ~~Initial Public Offering~~initial public offering (the “Public Warrants”).

The following tables summarize the fair value of the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021.

Liabilities Measured at Fair Value on Recurring Basis
As of June 30, 2022 (unaudited)
(Amounts in thousands) Fair Value Unobservable Inputs
(Level 3)
Assets
Available for sale financial asset $ 311 $ 311
$ 311 $ 311

Liabilities
Warrant liability $ 2,214 $ 2,214
$ 2,214 $ 2,214
As of December 31, 2021
(Amounts in thousands)
Fair Value
Unobservable Inputs
(Level 3)
Liabilities
Warrant liability $ 10,373 $ 10,373
$ 10,373 $ 10,373
As of December 31, 2021, the Company did 0t hold any assets measured at fair value on a recurring basis.
The carrying amounts of the Company’s remaining financial instruments reflected on the unaudited condensed consolidated balance sheets and which consist of cash and cash equivalents, accounts receivables, net, other current assets, trade and other payables, and other current liabilities, approximate their respective fair values due to their short-term nature.
Changes in the fair value of Level 3 liabilities for the three and six months ended June 30, 2022 and 2021 were as follows:
Change in Fair Value of Warrant Liability
Warrant Liability
(Amounts in thousands) For the
Three Months Ended
June 30,
2022
(unaudited) For the
Three Months Ended
June 30,
2021
(unaudited)
For the
Six Months Ended
June 30,
2022
(unaudited)

For the
Six Months Ended
June 30,
2021
(unaudited)

Estimated fair value (beginning of period) $ 1,997 $ 23,350 $ 10,373 $ 0
Estimated fair value of warrant issuance 0 0 0 33,116
Change in estimated fair value 217 (3,646 ) (8,159 ) (13,412 )
Estimated fair value (end of period) $ 2,214 $ 19,704 $ 2,214 $ 19,704
The Warrant Liability is remeasured to its fair value at each reporting period and upon settlement. The change in fair value is recognized in ~~revaluation~~“Fair value change of warrant ~~liability~~liability” on the unaudited condensed consolidated statements of operations. ~~The change in fair value of the warrant liability is as follows:~~
13

Warrant Liability
Estimated fair value at February 4, 2021 $ 33,116,321
Change in estimated fair value $ (13,411,460 )
Estimated fair value at June 30, 2021 $ 19,704,861

The estimated fair value of the Private Placement Warrants and the Working Capital Warrants (each as defined below) is determined using Level 3 inputs by using the Black-Scholes model. The application of the Black-Scholes model requires the use of a number of inputs and significant assumptions including volatility. Significant judgment is required in determining the expected volatility of our common stock. Due to the limited history of trading of our common stock, we determined expected volatility based on a peer group of publicly traded companies.

The following table provides quantitative information regarding Level 3 fair value ~~measurements~~measurement inputs as of their measurement date June 30, ~~2021:~~

Stock price $ 9.64
Exercise price (strike price) $ 11.50
Risk-free interest rate 0.16 %
Volatility 64.70 %
Remaining term (in years) 4.59

2022:
Fair Value Measurements Input
Stock price $ 2.52
Exercise price (strike price) $ 11.50
Risk-free interest rate 2.95 %
Volatility 74.20 %
Remaining term (in years) 3.59
The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded.

14

~~Table of Contents~~Recent Accounting Pronouncements
~~(d)~~
~~Earnings / (Loss) Per Share~~

Earnings / (Loss) Per Share is computed by dividing earnings / (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings / (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted at the beginning of the periods presented, or issuance date, if later. The treasury stock method is used to compute the dilutive effect of warrants.

~~(e)~~ ~~Stock-based Compensation~~

Stock-based compensation consists of stock options and restricted stock units (“RSUs”). Stock options and restricted stock units are equity classified and are measured at the fair market value of the underlying stock at the grant date. Under ASC 718, an entity may recognize compensation cost for an award with only a service condition that has a graded vesting schedule on either (1) an accelerated basis as though each separately vesting portion of the award was, in substance, a separate award or (2) a straight-line basis over the total requisite service period for the entire award. An entity’s use of either a straight-line or an accelerated attribution method represents an accounting policy election and thus should be applied consistently to all similar awards. The Company has elected to recognize compensation cost on a straight-line basis over the total requisite service period for the stock options and restricted stock units. This election does not affect the Company’s previous year results since the Restricted Stock Awards granted in the prior period did not have a service requirement and therefore the stock compensation expense was recognized immediately. The Company has also a policy of accounting for forfeitures when they occur.

~~(f)~~

~~Recent Accounting pronouncements~~

Recently issued accounting pronouncements ~~not yet~~ adopted

during the year:
In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, ASU 2018-10, Codification Improvements to Topic 842, Leases, was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Additionally, ASU 2019-01, Codification Improvements to Topic 842, Leases and ASU 2020-02, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), provided additional clarifications for implementing ASU 2016.02. The new lease standard was originally effective for private entities on January 1, 2021, with early adoption permitted. Following the issuance of ASU 2020-05, Effective Dates for Certain Entities (Topic 842), the effective date of Leases was deferred for private entities (the “all other” category) to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application continues to be permitted which means that an entity may choose to implement Leases before those deferred effective dates.
The Company adopted ASC 842 on January 1, 2022 for its annual consolidated financial statements and related disclosures and for interim periods within annual periods from January 1, 2023 in accordance with the adoption dates for private entities applicable to it under its emerging growth company status. When the Company presents the adoption of the new lease standard it will use the modified retrospective method. At the time the Company presents its interim consolidated financial statements for the first quarter of 2023, it will adjust the comparative period to reflect the adoption of this standard. Furthermore, the Company elected practical expedients, which allow entities (i) to not reassess whether any expired or existing contracts are considered or contain leases; (ii) to not reassess the lease classification for any expired or existing leases (iii) to not reassess initial direct costs for any existing leases and (iv) which allows to treat the lease and non-lease components as a single lease component due to its predominant characteristic. The Company expects this standard will have a material effect on its consolidated balance sheets with the recognition of new right-of-use assets and lease liabilities for all operating leases longer than one year in duration. The Company estimates both assets and liabilities on the condensed consolidated balance sheet will increase by approximately $15.8 million. The Company does not expect the adoption to have a significant impact upon its consolidated statements of operations and cash flows. Changes in lease population or changes in incremental borrowing rates may alter this estimate. The Company will expand its disclosures in its annual consolidated financial statements.
14
In November 2021, the FASB issued ASU 2021-10 “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.” This ASU will improve the transparency of government assistance received by most business entities by requiring the disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and, (3) the effect of the assistance on a business entity’s financial statements. ASU 2021-10 is effective for financial statements issued for annual periods beginning after December 15, 2021, with early application permitted. The Company adopted the standard on January 1, 2022 and is currently evaluating the ~~effect~~impact of this standard on the Company’s annual consolidated financial statements and related disclosures.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020 for public entities, with early adoption permitted. The Company adopted the standard on January 1, 2022,in accordance with the adoption ~~of this guidance~~dates for private entities applicable to it under its emerging growth company status and does not believe that the standard will have a significant impact on the Company’s annual consolidated financial ~~statements.~~

statements and related disclosures.
Recently issued accounting pronouncements not yet adopted:
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. Furthermore, amendments, ASU 2019-10 and ASU 2019-11 provided additional clarification for implementing ASU 2016-13. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently in the process of evaluating the effect of this guidance on the consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020 for public entities, with early adoption permitted. ASU 2019-12 is effective for the Company beginning January 1, 2022,
~~taking the exemption allowed for the “emerging growth companies”~~ ~~with early adoption permitted. The Company is currently evaluating the effects of this guidance on the Company’s financial statements.~~

~~Table of Contents~~

3.	Business Combination

(a)

AMCI Acquisition Corp.

As detailed in Note 1 on February 4, 2021, the Company and AMCI consummated the Business Combination pursuant to the terms of the merger agreement, with Legacy Advent ~~Legacy~~ surviving the merger as a wholly-owned subsidiary of AMCI. Immediately prior to the closing of the Business Combination, all shares of outstanding preferred stock Series A and preferred stock Series Seed of Legacy Advent were automatically converted into shares of the Legacy ~~Advent's~~Advent’s common stock. Upon the consummation of the Business Combination, each share of Legacy Advent common stock issued and outstanding was canceled and converted into the right to receive the amount of shares as determined based on the merger consideration of ~~$250~~$250 million minus the estimated consolidated indebtedness of Legacy Advent and its subsidiaries as of the consummation of the Business Combination, net of their estimated consolidated cash and cash equivalents (“Closing Net Indebtedness”) divided by ~~$10.00.~~$10.00. The Closing Net Indebtedness was based solely on estimates determined shortly prior to the closing and was not subject to any post-closing true-up or adjustment.

Upon the closing of the Business Combination, ~~AMCI's~~AMCI’s certificate of incorporation was amended and restated to, among other things, authorize the issuance of 111,000,000 shares, of which 110,000,000 shares are shares of common stock, par value ~~$0.0001~~$0.0001 per share and 1,000,000 shares are shares of undesignated preferred stock, par value ~~$0.0001~~$0.0001 per share.

In connection with the execution of the Business Combination Agreement, AMCI entered into separate subscription agreements (each, a ~~"Subscription Agreement"~~“Subscription Agreement”) with a number of investors (each a ~~"Subscriber"~~“Subscriber”), pursuant to which the Subscribers agreed to purchase, and AMCI agreed to sell to the Subscribers, an aggregate of 6,500,000 shares of common stock (the ~~"PIPE Shares"~~“PIPE Shares”), for a purchase price of ~~$10.00~~$10.00 per share and an aggregate purchase price of ~~$65.0~~$65.0 million, in a private placement pursuant to the subscription agreements (the ~~"PIPE"~~“PIPE”). The PIPE investment closed simultaneously with the consummation of the Business Combination.

The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, AMCI was treated as the ~~"acquired"~~“acquired” company for financial reporting purposes. See Note 1 ~~"Basis~~“Basis of ~~Presentation"~~Presentation” in the accompanying ~~unaudited condensed~~ consolidated financial statements for further details. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Advent issuing stock for the net assets of AMCI, accompanied by a recapitalization. The net assets of AMCI are stated at historical cost, with 0 goodwill or other intangible assets recorded.

The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity for the six ~~month~~months ended June 30, 2021:

Recapitalization
Cash- AMCI’s trust and cash (net of redemptions) $ 93,310,599
Cash – PIPE plus interest 65,000,118
Less transaction costs and advisory fees paid (17,188,519 )
Less non-cash warrant liability assumed
(33,116,321 )
Net Business Combination and PIPE financing $ 108,005,877

Reconciles the Elements of Business Combination to Consolidated Statements
(Amounts in thousands) Recapitalization
Cash- AMCI’s trust and cash (net of redemptions) $ 93,311
Cash – PIPE plus interest 65,000
Less transaction costs and advisory fees paid (17,189 )
Less non-cash warrant liability assumed (33,116 )
Net Business Combination and PIPE financing $ 108,006
The number of shares of common stock issued immediately following the consummation of the Business Combination:

Common Stock Issued Following the Consummation of Business Combination
Recapitalization
Class A Common ~~A stock~~Stock of AMCI, outstanding prior to Business Combination 9,061,136
Less Redemption of AMCI shares (1,606 )
Class B Common Stock of AMCI, outstanding prior to Business Combination 5,513,019
Shares issued in PIPE 6,500,000
Business Combination and PIPE financing shares 21,072,549
Legacy Advent Shares 25,033,398
Total shares of Common Stock immediately after Business Combination 46,105,947

16

~~Table of Contents~~
(b)
UltraCell, LLC
On February 18, 2021 (the “acquisition date”), pursuant to the terms and conditions of the UltraCell Purchase Agreement, the Company acquired 100% of the issued and outstanding membership units of UltraCell from Bren-Tronics, Inc. The results of UltraCell’s operations have been included in the ~~unaudited condensed~~ consolidated financial statements since the acquisition date.
The Company has assessed provisions in ASC 805 and concluded that the UltraCell acquisition should be accounted as an acquisition of a business. The Company evaluated whether substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets and concluded that it is not. Since the “substantially all” threshold is not met, the Company further assessed whether the set acquired includes an input and a substantive process that together significantly contribute to the ability to create outputs. Following its assessment, the Company concluded that the minimum requirements to define UltraCell as a business are met.

UltraCell is an entity specialized in lightweight fuel cells for the portable power market with mature products and cutting-edge technology.

The acquisition consideration transferred totaled ~~$6.0~~$6.0 million, of which ~~$4.0~~$4.0 million was cash and $2$2.0 million was the fair value of the contingent consideration. The contingent consideration arrangement required the Company to pay $2$2.0 million of additional cash to UltraCell’s former holders of membership interests, if UltraCell entered into certain customer arrangements for sales of products prior to June 30, 2021. On April 16, 2021, Advent paid the additional consideration based on UltraCell achieving completion of the terms of the contingent consideration.
16
Assets and liabilities at acquisition

The assets acquired and liabilities assumed at the date of acquisition were as ~~follows:~~

Current assets
Cash and cash equivalents $ 77,129
Other current assets 658,332
Total current assets $ 735,461
Non-current assets 9,187
Total assets $ 744,649

Current liabilities 110,179
Non-current liabilities
0

Total liabilities $ 110,179

Net assets acquired $ 634,469

follows (amounts in thousands):
Assets Acquired and Liabilities Assumed
Current assets
Cash and cash equivalents $ 78
Other current assets 658
Total current assets $ 736
Non-current assets 9
Total assets $ 745

Current liabilities 110
Non-current liabilities -
Total liabilities $ 110

Net assets acquired $ 635
Goodwill arising on acquisition

Cost of investment $ 6,000,000
Net assets value

634,469

Consideration to be allocated $ 5,365,531
Fair value adjustment - New intangibles
Trade name "UltraCell"
405,931

Patented technology
4,328,228

Total intangibles acquired $ 4,734,159
Remaining Goodwill $ 631,372

17

Cost of investment $ 6,000
Net assets value 635
Consideration to be allocated $ 5,365
Fair value adjustment - New intangibles
Trade name “UltraCell” 406
Patented technology 4,328
Total intangibles acquired $ 4,734
Remaining Goodwill $ 631
~~Table of Contents~~
The fair value of the assets acquired, and liabilities assumed was based on a Purchase Price Allocation of UltraCell LLC conducted by an independent third party. The intangible assets recognized are the Trade Name “UltraCell” and the Patented Technology. The fair value measurement of the intangible assets has been performed by applying a combination of market, cost and income approach methods. The Trade Name was valued with the Relief-from-royalty method, which combines market & income approaches. The royalty rate used for the valuation of the Trade Name was ~~1.3%~~1.3%, which was determined from the market using databases from completed transactions at a global level while the discount rate used was ~~12.6%~~12.6%. The Patented Technology was valued with the multi period excess earnings method, which is an income approach. The discount rate used for the valuation of the Patented Technology was ~~11.6%~~11.6%. The Trade Name has an indefinite useful life while the Patented Technology has a useful life of 10 years.

Included in goodwill is the value of assembled workforce, which under FASB ASC topic 805, does not meet either the contractual-legal or the separability criterion in order to be separately valued as an intangible asset. As part of the acquisition, the Company acquired fully trained personnel thereby avoiding the expenditure that would have been required to hire and train equivalent personnel. Therefore, the assemblage cost avoided method was considered the most appropriate method for the valuation of the assembled workforce. The assembled workforce was valued at ~~$0.19~~$0.19 million and has been included in goodwill.
Goodwill is not expected to be deductible for tax purposes.
17

~~(c)~~
(c)
Acquisition of SerEnergy and FES

~~On June 25,~~Effective on August 31, 2021, pursuant to the ~~Company entered into a~~previously announced Share Purchase Agreement (the “Purchase Agreement”), ~~with~~dated as of June 25, 2021, by and between the Company and F.E.R. ~~Fischer~~fischer Edelstahlrohre GmbH, a limited liability company incorporated under the Laws of Germany (the “Seller”), ~~which provides for~~ the Company ~~to acquire~~acquired (the “Acquisition”) all of the issued and outstanding equity interests in SerEnergy A/S, a Danish stock corporation and a wholly-owned subsidiary of the Seller (“SerEnergy”) and fischer eco solutions GmbH, a German limited liability company and a wholly-owned subsidiary of the Seller (“FES” ~~and together with SerEnergy, the “Target Companies”~~) together with certain outstanding shareholder loan receivables.

The shareholder loans became intercompany at closing and were eliminated in consolidation.
The Company has assessed provisions in ASC 805 and concluded that the SerEnergy and FES acquisition should be accounted as an acquisition of a business. The Company evaluated whether substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets and concluded that it is not. Since the “substantially all” threshold is not met, the Company further assessed whether the set acquired includes an input and a substantive process that together significantly contribute to the ability to create outputs. Following its assessment, the Company concluded that the minimum requirements to define SerEnergy and FES as a business are met.
The results of the SerEnergy’s and FES’s operations have been included in the consolidated financial statements since the acquisition date.
Pursuant to the Purchase Agreement, the Company ~~will acquire~~acquired SerEnergy and FES, the fuel cell systems business of fischer Group. SerEnergy is a leading manufacturer of ~~methanol-powered~~ high-temperature polymer electrolyte membrane ~~(“HT-PEM”)~~HT-PEM fuel cells and operates facilities in Aalborg, Denmark and in Manila, Philippines. FES operates in Achern, Germany and provides fuel-cell stack assembly and testing as well as the production of critical fuel cell components, ~~of the SerEnergy HT-PEM fuel cells,~~ including membrane electrode assemblies, bipolar plates and reformers. ~~FES operates a facility on fischer Group’s campus in Achern, Germany, and Advent has agreed to lease that respective portion of~~
As consideration for the ~~facility at~~transactions contemplated by the ~~closing of the Acquisition.~~

~~At the closing of the Acquisition,~~Purchase Agreement, the Company ~~will pay~~paid to the Seller ~~€52~~$17.9 million ~~subject to customary cash/debt/working capital adjustments, all based on completion accounts. At completion, a portion of the preliminary consideration will be paid as €15 million~~(€15 million) in cash ~~(the “Cash Consideration”). The remaining portion of~~and on August 31, 2021, the ~~preliminary consideration will be paid by~~Company issued to the Seller 5,124,846 shares of ~~common stock~~Common Stock of the Company ~~to be issued by the Company to the Seller~~ (the “Share Consideration”), such shares to be valued at the €0 amount of the volume-weighted arithmetic average of the closing prices of the Company’s stock during the last 20 trading days occurring 2 trading days prior to the Transactions’ closing (the “Agreed Share Value”). The Share Consideration iswas capped to shares representing ~~9.999%~~9.999% of the Company’s ~~common stock~~Common Stock outstanding as of the completion (taking into account the common stock issued as Share Consideration, the “Cap”). InAn additional amount of $4.4 million, representing cash on the ~~event~~balance sheet of the Share Consideration exceeds the Cap, both the Company and the Seller have a right to terminate the Purchase Agreement upon written notice to the other party. Any balance between the preliminary consideration and the final considerationacquired businesses at closing, will be ~~settled either in common shares at~~paid to F.E.R. fischer Edelstahlrohre GmbH to complete the ~~Agreed Share Value or in cash, at the election~~acquisition of ~~the respective debtor.~~

The obligation to consummate the Transactions is subject to satisfaction of the following conditions : (a) The Company has obtained, or is deemed to have obtained, foreign investment control clearance by the German Federal Ministry for Economic AffairsSerEnergy and ~~Energy and, if required, by the Danish Business Authority and/or Ministry for Industry, Business and Financial Affairs, (b) registration of a short fiscal year with the commercial register of~~ FES and ~~(c)~~ is included in “Other current liabilities” (Note 12).
18
Assets and liabilities at acquisition
The ~~Company has delivered to F.E.R. Fischer Edelstahlrohre GmbH (seller) a substantially final draft of the Registration Statement reasonably satisfactory to the Seller. As of~~assets acquired and liabilities assumed at the date of ~~issuing this 10-Q filing the consummation~~acquisition were as follows (amounts in thousands):
Assets Acquired and Liabilities Assumed
Current assets
Cash and cash equivalents $ 4,367
Other current assets 10,252
Total current assets $ 14,619
Non-current assets 5,388
Total assets $ 20,007

Current liabilities 5,800
Non-current liabilities 1,180
Total liabilities $ 6,980

Net assets acquired $ 13,027
Goodwill arising on acquisition
Cost of investment
Cash consideration $ 22,236
Share consideration 37,924
Total cost of investment 60,160
Less: Net assets value 13,027
Original excess purchase price $ 47,133
Fair value adjustments
Real Property 76
New intangibles:
Patents 16,893
Process know-how (IPR&D) 2,612
Order backlog 266
Total intangibles acquired $ 19,771
Deferred tax liability arising from the recognition of intangibles and real property valuation (5,452 )
Deferred tax assets on tax losses carried forward 3,339
Remaining Goodwill $ 29,399
The fair value of the ~~purchase has~~assets acquired, and liabilities assumed was based on a Purchase Price Allocation of SerEnergy and FES conducted by an independent third party.
The acquired businesses specialize in the manufacturing of hydrogen fuel cell systems and align with Advent’s ability to provide clean power in the stationary, remote, portable and off-grid markets under the “Any Fuel. Anywhere.” value proposition. The Company’s ability to deliver hydrogen through liquid fuels allows it to have immediate market opportunity today, without having to wait for the global hydrogen infrastructure to develop. The acquisitions also accelerate the Company’s strategy to cover the full vertical supply chain with its products and puts the Company in a competitive position to deliver reliable, efficient and cost-effective fuel cell systems with a new product portfolio of the latest high temperature-PEM fuel cells covering a range of 25W to 90kW systems. The acquisitions also make Advent a leading manufacturer of high temperature fuel cells across Europe and Asia. Expanding the business in Europe and Asia is a strategic move and allows the Company to have well-placed production capabilities and market penetration.
Included in goodwill is the value of assembled workforce, which under FASB ASC topic 805, does not ~~been reached.~~

~~The Purchase Agreement provides for customary termination rights. Either~~meet either the ~~Seller~~contractual-legal or the ~~Buyer may withdraw from~~separability criterion in order to be separately valued as an intangible asset. As part of the ~~Purchase Agreement prior to closing in particular if (a) not all Closing Conditions~~acquisition, the Company acquired fully trained personnel thereby avoiding the expenditure that would have been ~~satisfied within four months after signing of~~required to hire and train equivalent personnel. The assembled workforce included in goodwill was valued at $2.4 million applying the ~~Purchase Agreement, (b) the Share Consideration exceeds the Cap, (c) the respective other party has failed to perform the closing actions~~cost approach.
Goodwill is not expected to be ~~performed by it~~deductible for tax purposes.
19
Intangible assets
The intangible assets recognized on the ~~closing date~~acquisition of SerEnergy and isFES are as follows:
Patents
Two 2 groups of patents are assumed to be the most significant drivers of future cash flows. The patents relate to improvements in ~~default performing a closing action~~gaskets, bipolar plates and cooling plates for ~~more than ten days after closing or (d) if there~~fuel cells. The fair value of patents was determined by applying the multi-period excess earnings method which is an ~~insufficient~~income approach. The discount rate used for the valuation of patents was 7.2%. Patents are amortized over 10 years since management assumes, that these groups of patents will continue to drive cash flows for 10 years, after which new patents will be of more relevance.
Process know-how (IPR&D)
SerEnergy and FES are currently developing cost reduction initiatives (unpatented know-how) related to membrane electrode assembly, bipolar plates, gaskets, burner/reformer and electronics. This IPR&D is evaluated as a significant asset for the business as it will allow significant cost reduction leading to higher profits in the future. These cost reductions are expected to be introduced in 2022 and 2023. The multi-period excess earnings method was applied to calculate the fair value of this asset. The discount rate used for the valuation of IPR&D was 10.1%. IPR&D is amortized over its useful life of 6 years, being the average timespan of a generation of fuel cell modules.
Order backlogs
Order backlogs recognized are in respect of two 2 main customers of SerEnergy. The assessment of this asset was based on the total amount of ~~authorized and unissued Company stock for~~order backlog attributable to these customers. The fair value was determined applying the ~~company~~income approach. Resulting cash flows after tax were discounted to ~~pay~~present value by a minimal discount rate as the ~~Share Consideration to the Seller.~~
18backlog’s timespan is less than a year.

~~Table of Contents~~

4. 4. Related party ~~disclosures:~~disclosures

Balances with related parties
The ~~amounts included~~were 0 outstanding balances with related parties as of June 30, 2022 and December 31, 2021.
Transactions with related parties
Related parties’ transactions are in the ~~accompanying consolidated balance sheets and consolidated statements~~normal course of operations and are ~~as follows:~~

June 30, 2021
(Unaudited)

December 31,
2020

Due to related parties
Unpaid
compensation
cost

Unpaid
compensation
cost

Vassilios Gregoriou $
0
$
613,971

Emory Sayre De Castro 0 425,528
Christos Kaskavelis 0 75,160
Charalampos Antoniou 30,000 0
Total $
30,000
$
1,114,659

June 30, 2021
(Unaudited)

December 31,
2020

Due from related parties Prepayment Prepayment
Charalampos Antoniou $ 0 $ 67,781
Vassilios Gregoriou 7,199 0
Emory Sayre De Castro 7,146 0
Christos Kaskavelis 1,809 0
Total $ 16,153 $ 67,781

~~The outstanding balances as~~measured at the amount of ~~December 31, 2020 due to/from the Company’s executives~~consideration established and ~~officers relating~~agreed to ~~unpaid compensation and prepaid services were settled during the first quarter of 2021.~~

by related parties.
The Company executives, Vassilios Gregoriou, Christos Kaskavelis, Emory ~~Sayre~~ De Castro, James Coffey and former Chief Financial Officer, William Hunter, each received a signing bonus and transaction bonus upon the consummation of the merger in an aggregate amount of ~~$5.6~~$5.6 million, which is included in administrative and selling expenses in the statement of operations for the six months ~~period~~ ended June 30, 2021.

20
5. ~~Inventories:~~5. Accounts receivable, net

Accounts receivable consist of the following:
Accounts Receivable
(Amounts in thousands) June 30,
2022
(unaudited)
December 31,
2021

Accounts receivable from third party customers $ 2,971 $ 3,550
Less: Allowance for credit losses (415 ) (411 )
Accounts receivable, net $ 2,556 $ 3,139
For the three and six months ended June 30, 2022 and 2021, changes in the allowance for credit losses were as follows:
Changes in Allowance for Credit Losses
(Amounts in thousands)
For the
three months ended
June 30,
2022
(unaudited)

For the
three months ended
June 30,
2021
(unaudited)

For the
six months ended
June 30,
2022
(unaudited)

For the
six months ended
June 30,
2021
(unaudited)

Balance at beginning of period $ (402 ) $ 0 $ (411 ) $ 0
Additions (40 ) - (40 ) -
Exchange differences 27 0 36 0
Balance at end of period $ (415 ) $ 0 $ (415 ) $ 0
6. Inventories
Inventories consist of the following:

June 30, 2021
(Unaudited)

December 31,
2020

Raw materials and supplies $ 857,671 $ 107,939
Total $ 857,671 $ 107,939

Inventories
(Amounts in thousands) June 30,
2022
(unaudited) December 31,
2021
Raw materials and supplies $ 7,008 $ 5,361
Work-in-process 440 757
Finished goods 2,844 888
Total $ 10,292 $ 7,006
Provision for slow moving inventory (44 ) (48 )
Total $ 10,248 $ 6,958
The changes in the provision for slow moving inventory is as follows:
Changes in Provision for Slow Moving Inventory
(Amounts in thousands)
For the
three months ended
June 30,
2022
(unaudited)

For the
three months ended
June 30,
2021
(unaudited)

For the
six months ended
June 30,
2022
(unaudited)

For the
six months ended
June 30,
2021
(unaudited)

Balance at beginning of period $ (47 ) $ - $ (48 ) $ -
Exchange differences 3 - 4 -
Balance at end of period $ (44 ) $ - $ (44 ) $ -

6. 7. Prepaid expenses and other current ~~assets:~~assets

Prepaid expenses ~~and other current assets~~ are analyzed as follows:

June 30, 2021
(Unaudited)

December 31,
2020

VAT receivable $ 315,698 $ 259,831
Grants receivable 104,367 95,064
Other current assets 660,500 140,126
Prepaid expenses 1,765,577 1,724
Total $ 2,846,143 $ 496,745

19

Prepaid Expenses
(Amounts in thousands) June 30,
2022
(unaudited) December 31,
2021
Prepaid insurance expenses $ 1,641 $ 355
Prepaid research expenses 391 495
Prepaid rent expenses 92 99
Other prepaid expenses 313 191
Total $ 2,437 $ 1,140
~~Table of Contents~~
Prepaid insurance expenses as of June 30, 2022 and December 31, 2021 mainly include prepayments to insurers for directors’ and officers’ insurance services for liabilities that may arise in their capacity as directors and officers of a public entity.

~~Other current assets~~
Prepaid research expenses as of June 30, 2022 and December 31, 2021 mainly relate to prepayments for expenses under the Cooperative Research and Development Agreement as discussed in Note 17.
Other current assets are analyzed as follows:
Other Current Assets
(Amounts in thousands) June 30,
2022
(unaudited) December 31,
2021
VAT receivable $ 1,006 $ 981
Withholding tax 543 108
Grant receivable 396 510
Purchases under receipt 455 274
Guarantees 37 24
Other receivables 5,816 2,836
Total $ 8,253 $ 4,733
On March 8, 2021, the Company entered into a lease agreement for 21,401 square feet for use as a product development and manufacturing center at Hood Park in Charlestown, MA. Under the terms of the lease, the Company will be reimbursed by the lessor for up to $8.0 million of expenses related to the design and construction of the Company’s workspace. As of June 30, 2022 and December 31, 2021, other receivables include ~~advances~~an amount of $5.7 million and $2.6 million, respectively, relating to ~~suppliers for~~the expenses reimbursable by the lessor.
8. Goodwill and Intangible Assets
Goodwill
As of June 30, 2022 and December 31, 2021, the Company had goodwill of $30.0 million related to the acquisitions of UltraCell, SerEnergy, and FES, which is analyzed as follows:
Goodwill
(Amounts in thousands)
Goodwill on acquisition of UltraCell (Note 3b) $ 631
Goodwill on acquisition of SerEnergy and FES (Note 3c) 29,399
Total goodwill $ 30,030

Intangible Assets
Information regarding our intangible assets, including assets recognized from our acquisitions, as of June 30, 2022 and December 31, 2021 is as follows:
Intangible Assets
As of June 30, 2022 (unaudited)
(Amounts in thousands) Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount
Indefinite-lived intangible assets:
Trade name “UltraCell” $ 406 $ - $ 406
Total indefinite-lived intangible assets $ 406 $ - $ 406
Finite-lived intangible assets:
Patents 21,221 (1,997 ) 19,224
Process know-how (IPR&D) 2,612 (362 ) 2,250
Order backlog 266 (222 ) 44
Software 226 (109 ) 117
Total finite-lived intangible assets $ 24,325 $ (2,690 ) $ 21,635
Total intangible assets $ 24,731 $ (2,690 ) $ 22,041
As of December 31, 2021
(Amounts in thousands) Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Indefinite-lived intangible assets:
Trade name “UltraCell” $ 406 $ - $ 406
Total indefinite-lived intangible assets $ 406 $ - $ 406
Finite-lived intangible assets:
Patents 21,221 (945 ) 20,276
Process know-how (IPR&D) 2,612 (147 ) 2,465
Order backlog 266 (90 ) 176
Software 122 (101 ) 21
Total finite-lived intangible assets $ 24,221 $ (1,283 ) $ 22,938
Total intangible assets $ 24,627 $ (1,283 ) $ 23,344
The Company did 0t record any additions to indefinite-lived intangible assets in the three and six months ended June 30, 2022. In the six months ended June 30, 2021, the Company recorded indefinite-lived intangible assets of $0.4 million related to the trade name UltraCell.
In 2021, the Company also recorded $22.9 22,938 million (net carrying amount) of amortizing intangible assets, most of which were in connection with the Company’s acquisitions of UltraCell, SerEnergy, and FES. In the three and six months ended June 30, 2022, the Company recorded $0.1 million and $0.1 million, respectively, of amortizing intangible assets related to software. The Company did not record amortizing intangible assets during the three months ended June 30, 2021. For the six months ended June 30, 2021, the Company recorded $4.3 million of amortizing intangible assets related to the acquisition of ~~raw materials~~UltraCell. The amortizing intangible assets consist of patents, process know-how(IPR&D), order backlogs, and ~~supplies.~~
software which are amortized over 10
years, 6 years, 1 year, and 5
7. ~~Property and equipment, net:~~

~~During~~ years respectively. The amortization expense for the ~~six-month period~~intangible assets for the three months ended June 30, 2022 and 2021 was $0.7 million and $0, respectively. The amortization expense for the intangible assets for the six months ended June 30, 2022 and 2021 was $1.4 million and $0.2 million, respectively.
23
Amortization expense is recorded on a straight-line basis. Assuming constant foreign currency exchange rates and no change in the gross carrying amount of the intangible assets, future amortization expense related to the Company’s intangible assets subject to amortization as of June 30, 2022 is expected to be as follows:
Future Amortization Expense
(Amounts in thousands)
Fiscal Year Ended December 31,
2022 $ 1,358
2023 2,607
2024 2,607
2025 2,607
2026 2,607
Thereafter 9,849
Total $ 21,635
9. Property, plant and equipment, net
Our property, plant and equipment, net, consisted of the following:
Property, plant and equipment, net
(Amounts in thousands) June 30,
2022
(unaudited) December 31,
2021
Land, Buildings & Leasehold Improvements $ 1,864 $ 1,888
Machinery 7,936 8,756
Equipment 4,313 4,091
Assets under construction 1,969 431
$ 16,082 $ 15,166
Less: accumulated depreciation (6,434 ) (6,581 )
Total $ 9,648 $ 8,585
During the three and six months ended June 30, 2022, additions to property, plant and equipment of ~~$947,846~~$1.8 million and $2.7 million, respectively, include leasehold improvements, machinery, office and other ~~equipment. Additionally, upon acquisition of UltraCell LLC,~~equipment and assets under construction. During the ~~Company acquired~~three and six months ended June 30, 2021, $0.8 million and $0.9 million, respectively, in additions to property and equipment ~~with a net book value of $9,187~~concern machinery, office and other equipment and the remaining additions to the account relate to property and equipment acquired from UltraCell (Note 3).
Assets under construction mainly relate to the design and construction of Company’s leased premises at Hood Park in Charlestown, as discussed in Note 7. Completed assets are transferred to their respective asset classes, and depreciation begins when an asset is ready for its intended use. During the three and six months ended June 30, 2022, the Company did not transfer assets under construction to machinery and equipment.
Depreciation expense during the three months ended June 30, 2022 and 2021 was $0.4 million and $0.1 million, respectively. Depreciation expense during the six months ended June 30, 2022 and 2021 was $0.8 million and $0.1 million, respectively.
There are no collaterals or other commitments on the Company’s property, plant and equipment.

8. 10. Other non-current ~~assets:~~assets

Other non-current assets as of June 30, 2022 and December 31, 2021 ~~include~~are mostly comprised of advances to suppliers for the acquisition of fixed assets of ~~$2,528,957~~$2.4 million and $2.2 million, respectively, and guarantees paid as a security for the rental of premises of ~~$131,982.~~

$0.2 million and $0.2 million, respectively.

24
9. 11. Trade and other ~~payables:~~payables

June 30, 2021
(Unaudited)

December 31,
2020

Trade payables and other payables $ 2,883,325 $ 881,394
Total $ 2,883,325 $ 881,394

Trade and other payables include balances of suppliers and consulting service providers.

Other payables includes $0.2 million and $1.2 million for executive severance as of June 30, 2022 and December 31, 2021, respectively.

~~10.~~ 12. Other current ~~liabilities:~~liabilities

~~Other~~
As of June 30, 2022 and December 31, 2021, other current liabilities ~~are analyzed as follows:~~

June 30, 2021
(Unaudited)

December 31,
2020

Accrued expenses for legal and consulting fees $ 158,658 $ 814,965
Other accruals and short-term payables 172,414 89,414
Total $ 331,071 $ 904,379

consist of the following:

Other Current Liabilities and Accrued Expenses
(Amounts in thousands) June 30,
2022
(unaudited) December 31,
2021
Accrued expenses (1) $ 1,479 $ 5,903
Other short-term payables (2) 4,711 4,590
Taxes and duties payable 529 1,236
Provision for unused vacation 487 424
Accrued provision for warranties, current portion (Note 14) 231 208
Social security funds 48 84
Overtime provision 38 70
Total $ 7,523 $ 12,515
~~11.~~ (1) Accrued expenses are analyzed as follows:
(Amounts in thousands)
June 30,
2022
(unaudited)
December 31,
2021
Accrued bonus $ - $ 3,603
Accrued construction fees 347 1,285
Accrued expenses for legal and consulting fees 197 334
Accrued payroll fees 190 129
Other accrued expenses 745 552
Total $ 1,479 $ 5,903
Accrued construction fees as of June 30, 2022 and December 31, 2021 relate to accrued fees for the design and construction of the Company’s leased workspace at Hood Park in Charlestown, as discussed in Note 7. Other accrued expenses mainly consist of accrual of staff expenses and audit fees.
(2) Other short-term payables as of June 30, 2022 and December 31, 2021 include an amount of $4.4 million, which is payable to F.E.R. fischer Edelstahlrohre GmbH to complete the acquisition of SerEnergy and FES, as discussed in Note 3(c).
13. Private Placement Warrants and Working Capital ~~Warrants:~~Warrants

In connection with the Business Combination, the Company ~~has~~ assumed 3,940,278 Private Placement Warrants issued upon AMCI’s ~~Initial Public Offering.~~initial public offering. In addition, upon the closing of the Business Combination, the working capital loan provided by AMCI’s Sponsor to AMCI was converted into 400,000 Working Capital Warrants, which were also assumed. The terms of the Working Capital Warrants are the same as those of the Private Placement Warrants.

As of June 30, 2022 and December 31, 2021, the Company had 4,340,278 Private Placement Warrants and Working Capital Warrants outstanding. Each Private Placement Warrant and Working Capital Warrant entitles the registered holder to purchase one 1 share of Common Stock at a price of ~~$11.50~~$11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination. The Public Warrants ~~will~~ expire five5 years after the ~~completion~~closing of athe Business Combination or earlier upon redemption or liquidation.
25

20

~~Table of Contents~~
The Private Placement Warrants and Working Capital Warrants are identical to the Public Warrants, except that the Private Placement Warrants and Working Capital Warrants and the common stock issuable upon the exercise of those warrants ~~will~~were not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants and Working Capital Warrants ~~will be~~are exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If those warrants are held by someone other than the initial purchasers or their permitted transferees, they will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. As of June 30, ~~2021,~~2022, the Private Placement Warrants and Working Capital Warrants are held by its initial purchasers.

According to the provisions of the Private Placement Warrants and Working Capital Warrants warrant agreements, the exercise price and number of shares of common stock issuable upon exercise of those warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Private Placement Warrants and Working Capital Warrants are classified as liabilities in accordance with the Company’s evaluation of the provisions of ASC 815- 40-15, which provides that a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant with a fixed exercise price and fixed number of underlying shares.

~~12.~~14. Other long-term liabilities
Other long-term liabilities as of June 30, 2022 and December 31, 2021 mainly include an amount of $0.7 million and $0.8 million, respectively, being the non-current portion of a total accrued warranty reserve of $0.9 million and $1.0 million, respectively. We accrue a warranty reserve of 8% of the sale price of the fuel cells sold, typically for 2 years. Warranty reserve is released when repairs or replacements are carried out in relation to items under warranties or when the warranty period for the fuel cell expires. The portion of the warranty reserve expected to be incurred within the next 12 months is included within Other current liabilities (Note 12), while the remaining balance is included within Other long-term liabilities on the unaudited condensed consolidated balance sheet.
15. Stockholders’ Equity / (Deficit):

Shares Authorized

As of June 30, ~~2021,~~2022, the Company had authorized a total of 111,000,000 shares for issuance with 110,000,000 shares designated as common stock, par value ~~$0.0001~~$0.0001 per share, and 1,000,000 shares designated as preferred stock, par value ~~$0.0001~~$0.0001 per share.
Common Stock
On April 9, 2021, 22,798 shares of common stock were issued in connection with the exercise of public warrants discussed below.
On August 31, 2021, 5,124,846 shares of common stock were issued in connection with the share consideration for the acquisition of SerEnergy and FES discussed in Note 3(c).
On April 29, 2022, 9,652 shares of common stock were issued in connection with the Company’s 2021 Equity Incentive Plan (the “Plan”).
On May 5, 2022, 348,962 shares of common stock were issued in connection with the Plan.
On June 13, 2022, 9,652 shares of common stock were issued in connection with the Plan.
On June 29, 2022, 9,652 shares of common stock were issued in connection with the Plan.
As of June 30, 2022 and December 31, 2021, there were 51,631,509 and 51,253,591 shares of issued and outstanding common stock with a par value of $0.0001 per share, respectively.
26

Public Warrants
In connection with the Business Combination, the Company has assumed Public Warrants issued upon AMCI’s ~~Initial Public Offering.~~
initial public offering.

As of ~~March~~December 31, ~~2021,~~2020, the Company had 22,052,077 Public Warrants outstanding. Each Public Warrant entitles the registered holder to purchase 1one share of ~~Common Stock~~common stock at a price of ~~$11.50~~$11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination. The Public Warrants will expire five years after the completion of athe Business Combination or earlier upon redemption or ~~liquidation~~liquidation. During the second quarter of 2021, certain warrant holders exercised their option to purchase an additional 22,798 shares at ~~$11.50.~~$11.50 per share. These exercises generated ~~$262,177~~$262,177 additional proceeds to the Company and increased our shares outstanding by 22,798 shares. Following these exercises, as of June 30, ~~2021,~~2022, the Company’s Public Warrants amounted to ~~22,029,279.~~
22,029,279.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

– – in whole and not in part;
– – at a price of ~~$0.01~~$0.01 per warrant;
– – upon not less than 30 days’ prior written notice of redemption;
– – if, and only if, the reported last sale price of the Company’s common stock equals or exceeds ~~$18.00~~$18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders; and
– – if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. In addition, the warrant agreement provides that in case of a tender offer or exchange that involves 50% or more of the Company’s stockholders, the Public Warrants may be settled in cash, equity securities or other assets depending on the kind and amount received per share by the holders of the common stock in such consolidation or merger that affirmatively make such election.
21

~~Table of Contents~~
Public Warrants are classified in equity in accordance with the Company’s evaluation of the provisions of ASC 480 and ASC 815. The Company analyzed the terms of the Public Warrants and concluded that there are no terms that provide that the warrant is not indexed to the issuer’s common stock. The Company also analyzed the tender offer provision discussed above and considering that upon the Closing of the Business Combination the Company has a single class of common shares, concluded that the exception discussed in ASC 815-40-25 applies, and thus equity classification is not precluded.

Stock-Based Compensation Plans

2021 Equity Incentive Plan
The Company’s Board of Directors and shareholders previously approved the ~~2021 Equity Incentive~~ Plan ~~(the “Plan”)~~ to reward certain employees and directors of the Company. The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards. The maximum number of shares of ~~Stock~~common stock that may be delivered in satisfaction of Awards under the Plan is 6,915,892 ~~shares (the “Initial Share Pool”).~~ shares.
27

Stock Options

Pursuant to and subject to the terms of the ~~2021 Equity Incentive~~ Plan the Company entered into separate Stock Option Agreements with each participant according to which each participant is granted an option (the “Stock Option”) to purchase up to a specific number of shares of ~~Stock~~common stock set forth in each agreement with an exercise price ~~of $10.36 per share, which is~~equal to the market price of Company’s common stock at the date of ~~grant~~grant. Stock Options have been granted during the six months ended June 30, 2022 as follows:
Activities for Stock Options
Number of
Shares Strike
Price Grant Date
Fair Value
Granted on March 18, 2022 328,167 $ 2.94 $ 2.32
Total stock options granted in 2022 328,167
The following table presents the assumptions used to estimate the fair value of ~~June 11, 2021.~~ the stock options as of the Grant Date:
Assumptions Used to Estimate the Fair Value of Stock Options
Assumptions
Stock options granted on
March 18,
2022
Expected volatility 96.7%
Risk-free rate 2.2%
Time to maturity 6.25 years
The Stock Options are granted to each ~~Participant~~participant in connection with their employment with the Company. The Stock Options vest on a graded basis over 4four ~~years (25 percent each year on February 4).~~years. The Company has a policy of recognizing compensation cost on a straight-line basis over the total requisite service period for the stock options. The Company ~~has~~ recognized compensation cost of ~~$244,814~~$0.8 million and $1.7 million in respect of Stock Options granted, which is included in administrative and selling expenses in the consolidated statement of operations for the three and six months ended June 30, ~~2021.~~2022, respectively. The Company recognized compensation cost of $0.2 million and $0.2 million in respect of Stock Options granted, which is included in administrative and selling expenses in the consolidated statement of operations for the three and six months ended June 30, 2021, respectively. The Company has also a policy of accounting for forfeitures when they occur.

~~The following table presents the assumptions used to estimate the fair value of the stock options as of the Grant Date:~~

~~Assumptions~~
~~Expected volatility~~
~~50.0~~
%
~~Risk-free rate~~
~~1.4~~
%
~~Expected term~~
~~10 years~~

The following table summarizes the activities for our unvested stock options for the six months ended June 30, ~~2021:~~

Unvested Shares
Number of Shares
Grant Date
Fair Value

Unvested as of December 31, 2020 0 $ 0
Granted

1,959,500

$
6.26

Unvested as of June 30, 2021 1,959,500 $ 6.26

2022:
Activities for Unvested Stock
Number of
options Weighted Average
Grant Date
Fair Value
Unvested as of December 31, 2021 2,624,894 $ 4.88
Granted 328,167 $ 2.32
Vested (489,875 ) $ 5.04
Forfeited (33,469 ) $ 4.45
Unvested as of June 30, 2022 2,429,717 $ 4.51
As of June 30, ~~2021,~~2022, there was ~~$12.0~~$9.2 million of unrecognized compensation cost related to unvested stock options. This amount is expected to be recognized over the remaining vesting period of stock options.
28

Restricted Stock Units

Pursuant to and subject to the terms of the ~~2021 Equity Incentive~~ Plan the Company entered into separate Restricted Stock Units (“RSUs”) with each participant. On ~~June 11, 2021 (the “Date~~the grant date of ~~Grant”)~~RSUs, the Company grants to each participant a specific number of RSUs as set forth in each agreement, giving each participant the conditional right to receive without payment one 1 share of ~~Stock.~~common stock. The RSUs are granted to each participant in connection with their ongoing employment with the Company. The Company has in place Restricted Stock Unit Agreements that vest within 1 one year and Restricted Stock Unit Agreements that vest on a graded basis over 4four ~~years (25 percent each year on February 4).~~years. The Company has a policy of recognizing compensation cost on a straight-line basis over the total requisite service period. The Company ~~has~~ recognized compensation cost of ~~$458,080~~$1.4 million and $3.4 million in respect of RSUs, which is included in administrative and selling expenses in the consolidated statement of operations for the three and six months ended June 30, ~~2021.~~2022, respectively. The Company recognized compensation cost of $0.5 million and $0.5 million in respect of RSUs, which is included in administrative and selling expenses in the consolidated statement of operations for the three and six months ended June 30, 2021, respectively. The Company has also a policy of accounting for forfeitures when they occur.

22

~~Table of Contents~~

Restricted Stock Units have been granted during the six months ended June 30, 2022 as follows:
Schedule of Restricted Stock Units
Number of
Shares Grant Date
Fair Value
Granted on March 18, 2022 328,167 $ 2.94
Granted on June 8, 2022 193,548 $ 1.55
Total restricted stock units granted in 2022 521,715
The following table summarizes the activities for our unvested ~~restricted stock units ("RSUs")~~RSUs for the six months ended June 30, ~~2021:~~

Unvested Restricted Stock Units
Number of Shares
Grant Date
Fair Value

Unvested as of December 31, 2020 0 $ 0
Granted

2,036,716

$
10.36

Unvested as of June 30, 2021 2,036,716
$
10.36

2022:
Schedule of Unvested Restricted Stock Units
Number of
Shares Weighted Average
Grant Date
Fair Value
Unvested as of December 31, 2021 2,702,099 $ 9.65
Granted 521,715 $ 2.42
Vested (538,135 ) $ 10.36
Forfeited (62,414 ) $ 8.77
Unvested as of June 30, 2022 2,623,265 $ 8.09
As of June 30, ~~2021,~~2022, there was ~~$20.6~~$18.3 million of unrecognized compensation cost related to unvested RSUs. This amount is expected to be recognized over the remaining vesting period of Restricted Stock Unit Agreements.

16. Revenue
Revenue is analyzed as follows:
Revenue

Three Months Ended
June 30,
(unaudited)

Six Months Ended
June 30,
(unaudited)

(Amounts in thousands) 2022 2021 2022 2021
Sales of goods $ 2,213 $ 1,003 $ 2,889 $ 2,493
Sales of services 12 0 592 0
Total revenue from contracts with customers $ 2,225 $ 1,003 $ 3,481 $ 2,493

~~Stock Grant Plan~~

~~On March 26, 2020, the Company’s Board~~
The timing of ~~Directors~~revenue recognition is analyzed as follows:
(Amounts in thousands)
Three Months Ended
June 30,
(unaudited)

Six Months Ended
June 30,
(unaudited)

Timing of revenue recognition 2022 2021 2022 2021
Revenue recognized at a point in time $ 2,225 $ 1,003 $ 3,481 $ 1,833
Revenue recognized over time 0 0 0 660
Total revenue from contracts with customers $ 2,225 $ 1,003 $ 3,481 $ 2,493
As of June 30, 2022 and shareholders approved the 2018-2020 Stock Grant Plan (the “2018-2020 Plan”) to reward certain employees and directors of the Company. The maximum aggregate number of shares that was able to be issued under the Plan was 1,280,199 common shares. The Company entered into separate Restricted Stock Award Agreements with each participant according to which awards for 1,280,199 non-vested shares of common stock were granted with a purchase price of $0.01 per share. Under the Plan, if the employee ceased to be employed with the Company for any reason prior to December 31, ~~2020,~~2021, Advent recognized contract assets of $1.0 million and $1.6 million, respectively, on the ~~Company had a limited repurchase period to repurchase the granted shares at a price~~consolidated balance sheets.
As of ~~$0.01 per share. If the Company did not exercise such repurchase option~~June 30, 2022 and unless the Company declined in writing to exercise its repurchase option prior to such time, the repurchase option was automatically deemed exercised at the end of the repurchase window. This limited repurchase right lapsed upon the occurrence of a liquidation event. Therefore, even if an executive officer were to no longer be employed with the Company as of December 31, 2020, such shares will no longer be subject to the repurchase right contemplated above. The repurchase feature was deemed equivalent to a forfeiture (vesting) provision. The shares vested over a period ending December 31, 2020. The stock-based compensation was2021, Advent recognized ~~to expenses over the vesting period~~contract liabilities of $0.9 million and based on the fair value of the shares on the grant date of $0.40. The Company recognized compensation cost of $176,768 in respect of the Restricted Stock Awards granted, which is included in administrative and selling expenses$1.1 million, respectively, in the ~~statement of operations for~~consolidated balance sheets. During the six months ended June 30, ~~2020.~~

2022, the Company recognized the amount of $0.1 million in revenues.

The ~~following table summarizes~~aggregate amount of the ~~activities~~transaction price allocated to the performance obligations that are unsatisfied as of June 30, 2022 and as of June 30, 2021 are $2.5 million and $2.5 million, respectively. The Company expects to recognize this amount during the duration of the contract that ends in the fiscal year 2026.
17. Collaborative Arrangements
Cooperative Research and Development Agreement
In August 2020, the Company entered into a Cooperative Research and Development Agreement (“CRADA”) with Triad National Security, LLC (“TRIAD”), Alliance for ~~our unvested restricted stock awards for~~Sustainable Energy LLC (“ASE”), and Brookhaven Science Associates (“BSA”). The purpose of this project is to build a fuel cell prototype that moves this technology closer to commercial readiness which was sanctioned by the Los Alamos National Laboratory and the National Renewable Energy Laboratory. The Government’s estimated total contribution, which is provided through TRIAD’s, ASE’s, and BSA’s respective contracts with the Department of Energy is $1.2 million, subject to available funding. As a part of the CRADA, the Company is required to contribute $1.2 million in cash and $0.6 million of in-kind contributions, such as personnel salaries. The cash payments are capitalized and amortized on a straight-line basis over the life of the contract. In-kind contributions are expensed as incurred. To date, the Company has not recognized any revenue from the CRADA.
Expenses from Collaborative Arrangements
For the three and six months ended June 30, ~~2020:~~

Unvested Restricted Stock
Awards

Number of Shares
Grant Date
Fair Value

Unvested as of December 31, 2019 0 $ 0
Granted

1,280,199

$
0.40

Unvested as of June 30, 2020 1,280,199
$
0.40

As2022, an amount of $0.3 million and $0.6 million has been recognized in research and development expenses line on the consolidated statements of operations, respectively. The Company did 0t recognize any expenses related to the CRADA in the three and six months ended June 30, ~~2020,~~2021.
18. Convertible Bond Loan
On May 25, 2022, Advent SA and UNIFUND entered into an agreement to finance Cyrus with a convertible Bond Loan of €1.0 million. As a part of this transaction, Advent SA offered €0.3 million in bond loans with an annual interest rate of 8%. The term of the loan is 3 three years and there ~~was $0.3~~is a surcharge of 2.5% for overdue interest.
Cyrus business relates to the research and experimental development in natural and mechanics, the construction of pumps and hydrogen compressors and the wholesale of compressors. Hydrogen compressors are critical part of the Hydrogen Refueling Stations (HRS) to be used by transport applications. Cyrus has developed a prototype Metal Hydride Compressor which offers unique advantages. The proceeds from the Bond Loan are to cover Cyrus’s working capital needs in the context of its operation and the product development.
Mandatory conversion of the Bond Loan will occur in the event of qualified financing which is equivalent to a share capital increase by Cyrus in the first three years from the execution of the Bond Loan agreement with a total amount over €3 million ~~of unrecognized compensation cost~~which is covered by third parties unrelated to the basic shareholders or by investors related to ~~unvested restricted stock awards, which was recognized through December 31, 2020.~~
them.
30

~~13.~~19.
~~Revenue, net:~~Income Taxes

~~Revenue, net is analyzed as follows:~~

Three months ended June 30,
(Unaudited)

Six months ended June 30,
(Unaudited)

2021 2020 2021 , 2020
Sales of goods $
1,003,464
$
200,354
$ 2,492,756 $ 300,620
Total revenue from contracts with customers $
1,003,464
$
200,354
$ 2,492,756 $ 300,620

As of June 30, 2021 and December 31, 2020 contract assets were $435,164 and $85,930, respectively. Also, the Company has recognized contract liabilities of $140,940 and $167,761 as of June 30, 2021 and December 31, 2020, respectively.

23

~~Table of Contents~~
~~14.~~ ~~Fair value measurement:~~

The carrying amounts reflected in the consolidated balance sheets of cash and cash equivalents, accounts receivables, net, other current assets, trade and other payables, due from/to related parties, other current liabilities and income tax payable approximate their respective fair values due to the short maturity of these instruments.

~~15.~~ ~~Income Taxes~~

To calculate the interim tax provision, at the end of each interim period the Company estimates the annual effective tax rate and applies that to its ordinary quarterly earnings. The effect of changes in the enacted tax laws or rates is recognized in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and judgments including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in foreign jurisdictions, permanent differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or the tax environment changes.

~~16.~~ 20. Segment Reporting and Information about Geographical Areas
Reportable Segments
The Company develops and manufactures high-temperature proton exchange membranes (“HT-PEM” or “HT-PEMs”) and fuel cell systems for the off-grid and portable power markets and plans to expand into the mobility market. The Company’s current revenue is derived from the sale of fuel cell systems and from the sale of MEAs, membranes, and electrodes for specific applications in the fuel cell and energy storage (flow battery) markets. The research and development activities are viewed as another product line that contributes to the development, design, production and sale of fuel cell products; however, it is not considered a separate operating segment. The Company has identified one 1 business segment.
Geographic Information
The following table presents revenues, by geographic location (based on the location of the entity selling the product) for the three and six months ended June 30, 2022 and 2021:
Revenues, by Geographic Location

Three Months Ended
June 30,
(unaudited)

Six Months Ended
June 30,
(unaudited)

(Amounts in thousands) 2022 2021 2022 2021
North America $ 941 $ 928 $ 1,433 $ 2,264
Europe 1,256 75 1,635 229
Asia 28 0 413 0
Total net sales $ 2,225 $ 1,003 $ 3,481 $ 2,493
21. Commitments and ~~contingencies:~~contingencies

~~16.1~~ ~~Litigation~~

Litigation
The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events.

There is no material pending or threatened litigation against the Company that remains outstanding as of June 30, ~~2021.~~2022.
Guarantee letters
The Company has contingent liabilities in relation to performance guarantee letters and other guarantees provided to third parties that arise from its normal business activity and from which no substantial charges are expected to arise. As of June 30, 2022 and December 31, 2021, issued letters of guarantee amount to $0.1 million and $2.7 million, respectively.
31

~~16.2~~ ~~Operating Leases~~

Contractual obligations
In December 2021, the Company entered into a supply agreement by and among the Company, in its capacity as Customer, and BASF New Business GmbH, in its capacity as Seller. The supply agreement provides for the purchase by the Company of 21,000m2 (Minimum Quantity) of membrane from BASF during the contract duration from January 1, 2022 until December 31, 2025. The following table summarizes our contractual obligations as of June 30, 2022:
Contractual Obligations
Fiscal Year Ended December 31, Quantity (m2)
Price
(Amounts in thousands)

2022 2,400 $ 773
2023 4,000 1,269
2024 6,000 1,699
2025 8,000 2,265
Total 20,400 $ 6,006
Operating Leases
On February 5, 2021, the Company entered into a lease agreement by and among the Company, in its capacity as Tenant, and BP Hancock LLC, a Delaware limited liability company, in its capacity as ~~Landlord.~~landlord. The lease provides for the rental by the Company of office space at 200 Clarendon Street, Boston, MA 02116 for use as the Company’s executive offices. Under the terms of the lease, the Company leases 6,041 square feet at an initial fixed annual rent of ~~$456,095.50.~~$0.5 million. The term of the lease is for5 five years (unless terminated as provided in the lease) and commenced on April 1, 2021. The Company provided security in the form of a security deposit in the amount of ~~$114,023.88~~$0.1 million which is included in Other non-current ~~assets.~~

assets on the consolidated balance sheet as of June 30, 2022 and December 31, 2021.
On March 8, 2021, the Company entered into a lease for 21,401 square feet as a product development and manufacturing center at Hood Park in Charlestown, MA. Under the terms of the lease, the Company will pay an initial fixed annual rent of ~~$1,498,070.00.~~$1.5 million. The lease has a term of8.5 eight years and five months, with an option to extend for 5five years, and is expected to commence in October ~~2021.~~2022. The Company is obliged to provide security in the form of a security deposit in the amount of ~~$750,000.00~~$0.8 million before commencement of the lease.

On August 31, 2021, the Company through its wholly-owned subsidiary, FES, entered into a lease agreement by and among the Company, in its capacity as lessee, and fischer group SE & Co. KG, having its registered seat in Achern, in its capacity as lessor. The lease provides for the rental by the Company of office space, workspace and outdoor laboratory at 77855 Achern, Im Gewerbegebiet 7 for use by FES. Under the terms of the lease, the Company leases 1,017 square feet at a monthly basic rate of €7,768 plus VAT. The Company provided security in the form of a parent guarantee for a maximum amount of €30,000.
Additionally, the Company’s subsidiaries Advent Technologies S.A., UltraCell LLC, Advent Technologies A/S and ~~UltraCell LLC~~Advent Green Energy Philippines, Inc. have in place rental agreements for the lease of office and factory ~~spaces~~spaces..

24

~~Table~~During the three and six months ended June 30, 2022, the Company recorded lease expenses of ~~Contents~~$0.4 million and $0.7 million, respectively. During the three and six months ended June 30, 2021, the Company recorded lease expenses of $0.2 million, respectively.
Future Lease Payments
Future minimum lease payments under operating leases expiring subsequent to June 30, 2022, are summarized as follows (amounts in thousands):
Future Minimum Lease Payments
Fiscal Year Ended December 31,
2022 $ 781
2023 2,276
2024 2,266
2025 2,303
2026 1,920
Thereafter 6,325
Total $ 15,871

~~17.~~22. Net ~~income / (loss)~~loss per share
Net ~~income (loss)~~loss per share is computed by dividing net ~~income~~loss by the weighted-average number of shares of common stock outstanding during the ~~period of 46,128,745.~~
year.
The following table sets forth the computation of the basic and diluted net ~~income / (loss)~~loss per share for the three ~~months ended June 30, 2021~~ and ~~2020 and the~~ six months ended June 30, ~~2021~~2022 and ~~2020.~~

Three months ended June 30,
(Unaudited)

Six months ended June 30,
(Unaudited)

2021
2020
2021
2020

Numerator:
Net loss $ (3,143,311 ) $ (312,118 ) $ (237,637 ) $ (669,221 )
Denominator:
Basic weighted average number of shares 46,126,490
18,736,370
42,041,473 17,623,672

Diluted weighted average number of shares 46,126,490
18,736,370
42,041,473
17,623,672

Net loss per share:
Basic $ (0.07 ) $ (0.02 ) $ (0.01 ) $ (0.04 )
Diluted $ (0.07 ) $ (0.02 ) $ (0.01 ) $ (0.04 )

2021:
Computation of Basic and Diluted Net Loss Per Share

Three Months Ended
June 30,
(unaudited)

Six Months Ended
June 30,
(unaudited)

(Amounts in thousands, except share and per share amounts) 2022 2021 2022 2021
Numerator:
Net loss $ (11,148 ) $ (3,143 ) $ (15,244 ) $ (237 )
Denominator:
Basic weighted average number of shares 51,476,822 46,126,490 51,365,823 42,041,473
Diluted weighted average number of shares 51,476,822 46,126,490 51,365,823 42,041,473
Net loss per share:
Basic $ (0.22 ) $ (0.07 ) $ (0.30 ) $ (0.01 )
Diluted $ (0.22 ) $ (0.07 ) $ (0.30 ) $ (0.01 )
Basic net ~~income / (loss)~~loss per share is computed by dividing net ~~income/ (loss)~~loss for the periods presented by the weighted-average number of common shares outstanding during these periods.
Diluted net ~~income /(loss)~~loss per share is computed by dividing the net ~~income /(loss),~~loss, by the weighted average number of common shares outstanding for the periods, adjusted for the dilutive effect of shares of common stock equivalents resulting from the assumed exercise of the Public Warrants, Private Placements Warrants, Working Capital Warrants, Stock Options and Restricted Stock Units. The treasury stock method was used to calculate the potential dilutive effect of these common stock equivalents.

As the Company incurred losses for the three ~~month~~ and six ~~month periods~~months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the effect of including any potential common shares in the denominator of diluted per-share computations would have been anti-dilutive; therefore, basic and diluted losses per share are the ~~same~~same..

~~18.~~23. Subsequent Events

~~Former Chief Financial Officer Resignation~~

On June 16, 2022, the Company announced the receipt of a notification from the Greek State informing the Company that the Important Project of Common European Interest (“IPCEI”) Green HiPo was submitted for ratification by the European Union (“EU”) for funding of €782.1 million, spread over the next six years commencing in 2022. On July ~~1, 2021, William Hunter resigned~~15, 2022, the Company received official ratification from ~~his positions as President, Chief Financial Officer and as a director~~the European Commission of the ~~Company, effective immediately. In connection with Mr. Hunter’s resignation,~~EU. The Green HiPo project is designed to bring the ~~Company entered into a Separation Agreement~~development, design, and ~~General Release with Mr. Hunter, effective July 1, 2021 (the “Separation~~manufacture of HT-PEM fuel cells and ~~Release Agreement”). Pursuant~~electrolysers for the production of power and green hydrogen to the ~~Separation and Release Agreement, subject to Mr. Hunter’s execution~~Western Macedonia region of a release of claims, Mr. Hunter will be entitled to the payments and benefits set forth in the Employment Agreement by and between Mr. Hunter and the Company dated January 12, 2021 (the “Hunter Employment Agreement”) based on a termination without cause, and accelerated vesting of the unvested portion of the signing bonus Mr. Hunter was granted under the Hunter Employment Agreement. Mr. Hunter will continue to be subject to certain restrictive covenants pursuant to the terms of the Hunter Employment Agreement and the Separation and Release Agreement.Greece.
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~~New Chief Financial Officer Appointment~~

On July 2, 2021, the Board of Directors of the Company approved the appointment of Kevin Brackman as Chief Financial Officer of the Company effective July 2, 2021. The Company entered into an offer letter with Mr. Brackman (the “Offer Letter”), pursuant to which Mr. Brackman will receive an annual base salary of $375,000 and the opportunity to earn a performance-based bonus each year, targeted at 100% of base salary. The Offer Letter also provides for the grant of equity awards in the future and a $40,000 relocation package.

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~~Table of Contents~~
~~Item 2.~~ ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, as filed with the Securities and Exchange Commission (the “SEC”) on March ~~26,~~ 31, 2022 (“2021 ~~(the “Original~~ Annual Report”), as amended by Amendment No. 1 to Form 10-K, filed with the SEC on May 20, 2021 (as so amended, the “2020 Annual Report”), our quarterly report on Form 10-Q for the three months ended March 31, 2021, filed with the SEC on May 20, 2021 (the “First Quarter Report”), our Current Report on Form 8-K, as filed with the SEC on February 9, 2021 as further amended by Amendment No. 2 to Form 8-K, filed with the SEC on March 26, 2021 (“Amendment No. 2”) and as further amended by Amendment No 3 to Form 8-K, filed with the SEC on May 20, 2021 (“Amendment No. 3,” and, the Original Form 8-K, as so amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Super Form 8-K”).

Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Item 1A. Risk Factors” section of this Quarterly Report on Form 10-Q and the “Item 1A. Risk Factors” section of our ~~2020~~2021 Annual Report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

This MD&A generally discusses ~~2021~~2022 and ~~2020~~2021 items and year-over-year comparisons between ~~2021~~2022 and ~~2020.~~2021. As used in this MD&A, unless the context indicates otherwise, the financial information and data relating to the three and six months ended June 30, 2020 are those of Advent Technologies, Inc. and its subsidiaries, the financial information and data for the three months ended June 30, 2021 are those of Advent Technologies Holdings, Inc., and the financial information and data relating to the six months ended June 30, 2021 are those of Advent Technologies, Inc. and its subsidiaries for the period prior to the Closing and are those of Advent Technologies Holdings, Inc. for the period subsequent to the ~~Closing.~~Closing; and the data for the three and six months ended June 30, 2022 are those of Advent Technologies Holdings, Inc. See Note 1 “Basis of Presentation” in the accompanying unaudited condensed consolidated financial statements for additional information.

~~Overview~~
Advent is an advanced materials and technology development company operating in the fuel cell and hydrogen technology space. Advent develops, manufactures and assembles the critical components that determine the performance of hydrogen fuel cells and other energy systems. Advent’s core product ~~offering is~~offerings are full fuel cell systems and the Membrane Electrode Assembly (MEA) at the center of the fuel cell. The Advent MEA, which derives its key benefits from the properties of Advent’s engineered membrane technology, enables a more robust, longer-lasting and ultimately lower-cost fuel cell product.

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~~Table of Contents~~
To date, Advent’s principal operations have been to develop and manufacture MEAs, and to design fuel cell stacks and complete fuel cell systems for a range of customers in the stationary power, portable power, automotive, aviation, energy storage and sensor markets. Advent has its headquarters in Boston, Massachusetts, a product development facility in Livermore, California, and ~~an MEA assembly~~production facilities in Greece, Denmark, Germany and ~~production facility in Patras, Greece.~~Philippines. In ~~early~~ 2022, Advent anticipates opening its new research and development and manufacturing facility at Hood Park in Charlestown, Massachusetts.
The majority of Advent’s current revenue derives from the sale of fuel cell systems and MEAs, as well as the sale of membranes and electrodes for specific applications in the iron flow battery and cellphone markets, respectively. While fuel cell systems and MEA sales and associated revenues are expected to provide the majority of Advent’s future income, both of these markets remain commercially viable and have the potential to generate material future revenues based on Advent’s existing customers. Advent has also secured grant funding for a range of projects from research agencies and other ~~organizations in the U.S. and Greece.~~organizations. Advent expects to continue to be eligible for grant funding based on its product development activities over the foreseeable future.
Historically, Advent has financed its operations through internal cash flows, grant income and private placements of equity and convertible notes. In the three and six months ended June 30, 2021, Advent generated revenue from product sales of approximately $1.0 million and $2.5 million, respectively, and had net losses of approximately $(3.1) million and $(0.2) million, respectively. During the six months ended June 30, 2021, Advent received proceeds as a result of the Business Combination that was consummated on February 4, 2021 of approximately $141 million. During the six months ended June 30, 2021, Advent recorded approximately $(16.2) million in operating cash flow, resulting in a period end cash balance of approximately $116.1 million as of June 30, 2021.
Business Combination and Public Company Costs

On October 12, 2020, Advent Technologies, Inc. (“Legacy Advent”) entered into the Merger Agreement with ~~Advent Technologies Holdings, Inc. (formerly known as “AMCI”~~AMCI Acquisition Corp. (“AMCI”), a Delaware corporation, AMCI Merger Sub Corp., a newly-formed Delaware corporation and wholly-owned subsidiary of AMCI (“Merger Sub”), AMCI Sponsor LLC, a Delaware limited liability company (“Sponsor”), in its capacity as Purchaser Representative (the “Purchaser Representative”) and Vassilios Gregoriou, in the capacity as Seller Representative ~~( the~~(the “Seller Representative”), pursuant to which, effective February 4, 2021 (the “Closing”), Merger Sub merged with and into ~~Advent Technologies Inc.~~Legacy Advent., with Legacy Advent ~~Technologies Inc.~~ surviving the Merger as a wholly-owned subsidiary of ~~AMCI.~~AMCI and AMCI changed its name to “Advent Technologies Holdings, Inc.”. Advent Technologies, Inc. is deemed the accounting predecessor and the combined entity is the successor registrant with the SEC, meaning that Advent Technologies, Inc.’s financial statements for previous periods are and will be disclosed in the ~~registrant’s~~company’s current and future periodic reports filed with the SEC.
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While the legal acquirer in the Merger Agreement is AMCI, for financial accounting and reporting purposes under GAAP, we have determined that Advent Technologies is the accounting acquirer and the Business Combination will be accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Advent Technologies in many respects. Under this method of accounting, AMCI is treated as the acquired entity whereby Legacy Advent is deemed to have issued common stock for the net assets and equity of AMCI, consisting mainly of cash, accompanied by a simultaneous equity recapitalization of AMCI (the “Recapitalization”).

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~~Table of Contents~~
Upon consummation of the Business Combination, the most significant change in Legacy Advent’s reported financial position and results was an increase in cash of approximately $141 million. Total direct and incremental transaction costs of AMCI and Legacy Advent, along with liabilities of AMCI paid off at the Closing, were approximately $23.6 million.

As a consequence of the Business Combination, Legacy Advent became the successor to an SEC-registered and Nasdaq-listed company which has required and will require Advent to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. Advent expects to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees.

Additionally, Advent anticipates that its revenue, capital and operating expenditures will increase significantly in connection with its ongoing activities following the Business Combination, as Advent expects to:

~~Expand U.S.-based operations to increase capacity for MEA testing, development projects and associated research and development activities;~~
~~Expand Greece-based production facilities to increase and automate MEA assembly and production;~~
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;
~~Increase business development and marketing activities;~~
~~Increase headcount in management and head office functions in order to appropriately manage Advent’s increased operations;~~
~~Improve its operational, financial and management information systems;~~
~~Obtain, maintain, expand, and protect its intellectual property portfolio; and~~
~~Operate as a public company.~~

● Expand U.S.-based operations to increase capacity for product testing, development projects and associated research and development activities;
● Expand production facilities to increase and automate assembly and production of fuel cell systems and MEAs;
● 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;
● Increase business development and marketing activities;
● Increase headcount in management and head office functions in order to appropriately manage Advent’s increased operations;
● Improve its operational, financial and management information systems;
● Obtain, maintain, expand, and protect its intellectual property portfolio; and
● Operate as a public company.
Change in Independent Registered Public Accounting Firm

On February 9, 2021, the audit committee of the board of directors of the Company approved the engagement of Ernst & Young (Hellas) Certified Auditors Accountants S.A. (“EY”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2021. EY served as independent registered public accounting firm of Advent prior to the Business Combination. Accordingly, Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm prior to the Business Combination, was informed that it would be replaced by EY as the Company’s independent registered public accounting firm following completion of its audit of the Company’s financial statements for the fiscal year ended December 31, 2020, which consists only of the accounts of the pre-Business Combination special purpose acquisition company.
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~~Table of Contents~~
Business Developments

Share Purchase Agreement

On ~~June 25,~~August 31, 2021, pursuant to the ~~Company entered into a~~ Share Purchase Agreement (the “Purchase Agreement”), ~~with~~dated as of June 25, 2021, by and between Advent Technologies Holdings, Inc. (the “Company” or the “Buyer”) and F.E.R. ~~Fischer~~fischer Edelstahlrohre GmbH, a limited liability company incorporated under the Laws of Germany (the “Seller”), ~~which provides for~~ the Company ~~to acquire~~acquired (the “Acquisition”) all of the issued and outstanding equity interests in SerEnergy A/S, a Danish stock corporation and a wholly-owned subsidiary of the Seller (“SerEnergy”) and fischer eco solutions GmbH, a German limited liability company and a wholly-owned subsidiary of the Seller (“FES” and together with SerEnergy, the “Target Companies”), together with certain outstanding shareholder loan receivables.

As consideration for the transactions contemplated by the Purchase Agreement, the Company paid to the Seller €15.0 million in cash and on August 31, 2021, the Company issued to the Seller 5,124,846 shares of common stock.
Pursuant to the Purchase Agreement, the Company ~~will acquire~~acquired SerEnergy and FES, the fuel cell systems business of fischer Group. SerEnergy is a leading manufacturer of methanol-powered high-temperature polymer electrolyte membrane (“HT-PEM”) fuel cells and operates facilities in Aalborg, Denmark and in Manila, Philippines. FES provides fuel-cell stack assembly and testing as well as the production of critical fuel cell components of the SerEnergy HT-PEM fuel cells, including membrane electrode assemblies, bipolar plates and reformers. FES operates a facility on fischer Group’s campus in Achern, Germany, and Advent ~~has~~ agreed to lease that respective portion of the facility at the closing of the Acquisition.

At
Green HiPo Project approved by EU
On June 16, 2022, Advent announced the ~~closing~~receipt of a notification from the Greek State informing the Company that the IPCE Green HiPo was submitted for ratification by the EU for funding of €782.1 million, spread over the next six years commencing in 2022. On July 15, 2022, Advent received official ratification from the European Commission (the “Commission”) of the ~~Acquisition,~~EU. The Green HiPo project is designed to bring the ~~Company will pay~~development, design, and manufacture of HT-PEM fuel cells and electrolysers for the production of power and green hydrogen to the ~~Seller €52 million subject~~Western Macedonia region of Greece.
Collaboration with the DOE
The efforts with the constellation of Department of Energy National Laboratories (Los Alamos National Laboratory, LANL; Brookhaven National Laboratory, BNL; National Renewable Energy Laboratory, NREL) continue to ~~customary cash/debt/~~gain momentum. This group of leading scientists and engineers is working ~~capital adjustments, all based on~~closely with Advent’s development and manufacturing teams and are furthering the understanding of breakthrough materials that will advance HT-PEM fuel cells. This next generation HT-PEM appears to be well suited for heavy duty transportation, marine, and aeronautical applications, as well as delivering benefits in cost and lifetime for stationary power systems used in telecom and other remote power markets.
Agreement with Hyundai Motor Company (“Hyundai”)
On April 6, 2022, Advent announced the signing of a technology assessment, sales, and development agreement with Hyundai, a leading multinational automotive manufacturer offering a range of world-class vehicles and mobility services in over 200 countries. Advent and Hyundai aim to deliver green energy solutions to current high carbon applications, using fuel cell technology. Under the agreement, Hyundai will provide catalysts to Advent for evaluation in its proprietary MEAs, while Advent intends to support Hyundai in fulfilling its fuel cell project needs, through:
● Developing inks and structures using Hyundai catalysts, which will then be evaluated by Hyundai. Following evaluation, Hyundai will determine whether their own or standard catalysts will be used for this project.
● Supplying MEAs throughout the development/commercialization cycle (“Advent MEAs”) for testing, evaluation, and optimization under conditions set by Hyundai.
● Assisting Hyundai with the use and specifications of MEAs as well as their implementation into Hyundai’s designs.
Following the completion ~~accounts. At completion, a portion~~ of the ~~preliminary consideration~~first phase of the project, Hyundai and Advent will collaborate closely to set out specific product requirements, collaborative product goals, as well as milestones for achieving established goals and plans for the second phase, which shall also include Advent’s stack cooling technology.
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Technology Assessment Agreement for Automotives
On May 9, 2022, Advent announced the signing of a second technology assessment agreement with another large global automotive manufacturer. With a common goal of sustainability and the faster decarbonization of the U.S. automotive industry, Advent is supporting efforts to advance innovative fuel cell technology as a sustainable and efficient option for achieving carbon neutrality. More specifically, Advent will provide assistance, through:
● Supplying MEAs for testing, evaluation, and optimization under the collaborator’s conditions.
● Providing support on MEA operational parameters while the collaborator supplies feedback to Advent on performance and durability.
● Sharing technical know-how for fuel cell stacks, proprietary HT-PEM technology, and leveraging HT-PEM for advanced cooling systems.
One of the primary objectives will be ~~paid as €15 million in cash (the “Cash Consideration”). The remaining portion~~to conduct a detailed assessment of Advent’s proprietary HT-PEM technology and newly launched MEAs for consideration of future opportunities. Contingent upon the successful execution of the ~~preliminary consideration~~first phase of the project, the companies will work to establish a Joint Development Agreement governing specific product requirements, goals, milestones, and plans.
Memorandum of Understanding (“MoU”) with Neptune Lines Shipping and Managing Enterprises S.A. (“Neptune Lines”)
On June 1, 2022, Advent announced the signing of a MoU with Neptune Lines, a leading vehicle logistics provider operating 18 Pure Car and Truck Carrier vessels (owned or chartered), with a cargo capacity ranging between 1,500-4,600 cars.
Neptune Lines and Advent agreed to jointly conduct a pilot program to explore the application of a fuel cell-based auxiliary power system. This application will be ~~paid~~tested by ~~shares~~Neptune Lines’ highly experienced team, who will evaluate its performance as a sustainable source of ~~common stock~~power generation. After the evaluation stage, the parties will consider a broader collaboration.
MoU with Laskaridis Shipping Company Ltd. (“Laskaridis Shipping”)
On June 3, 2022, Advent announced the signing of an MoU with Laskaridis Shipping, a renowned ship management company based in Athens, Greece, with a fleet of 90 vessels, which includes 55 mid-sized or large dry bulk vessels. Under the terms of the ~~Company~~MoU, Laskaridis Shipping and Advent have agreed to ~~be issued by~~jointly conduct a pilot program, under which Advent will supply Laskaridis Shipping with its SereneU methanol-powered fuel cells. Laskaridis Shipping will install these systems on selected dry bulk vessels to assess their overall performance as auxiliary, back-up, or emergency power sources.
Following the ~~Company to the Seller (the “Share Consideration”), such shares to be valued at the € amount~~successful completion of the ~~volume-weighted arithmetic average~~pilot program, Laskaridis Shipping and Advent will collaborate on manufacturing and testing the next generation of Advent’s fuel cells.
Advent and BASF New Business GmbH (“BASF”) signed a Memorandum of Understanding (“MoU”)
On December 13, 2021, it was announced that the MoU aims to develop and increase the manufacturing scale of advanced fuel cell membranes designed for long-term operations under extreme conditions. BASF intends to improve the long-term stability of its Celtec® membrane and to increase production capacity with advanced technical capabilities to enable further improved and competitive Advent fuel cell systems and MEAs. Under the agreement the two companies will explore the implementation of high-volume manufacturing for the Celtec® membranes, utilize Advent’s fuel cell stack and system testing facilities to assess and qualify the new Celtec® membrane for the SereneU (telecom power), M-ZERØ (methane emissions reduction), and Honey Badger (portable power, defense) Advent product families. Furthermore, BASF supports the realization of large-scale Important Projects of Common European Interests (“IPCEIs”), including Green HiPo, through materials for power generation, hydrogen generation, and power storage. In addition, BASF will also evaluate the producibility of the closing prices of the Company’s stock during the last 20 trading days occurring two trading days prior to the Transactions’ closing (the “Agreed Share Value”). The Share Consideration is capped to shares representing 9.999% of the Company’s common stock outstanding as of the completion (taking into account the common stock issued as Share Consideration, the “Cap”). In the event the Share Consideration exceeds the Cap, both the Companyion-pair membrane developed in collaboration by Advent and the ~~Seller have a right to terminate the Purchase Agreement upon written notice to the other party. Any balance between the preliminary consideration and the final consideration will be settled either~~U.S. Department of Energy. Advent has substantial experience in ~~common shares at the Agreed Share Value or in cash, at the election of the respective debtor~~.

The obligation to consummate the Transactions is subject to satisfaction of the following conditions : (a) The Company has obtained, or is deemed to have obtained, foreign investment control clearance by the German Federal Ministry for Economic Affairs and Energy and, if required, by the Danish Business Authority and/or Ministry for Industry, Business and Financial Affairs, (b) registration of a short fiscal year with the commercial register of FES, and (c) The Company has delivered to F.E.R. Fischer Edelstahlrohre GmbH (seller) a substantially final draft of the Registration Statement reasonably satisfactory to the Seller. As of the date of issuing this 10-Q filing the consummation of the purchase has not been reached.

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The Purchase Agreement provides for customary termination rights. Either the Seller or the Buyer may withdraw from the Purchase Agreement prior to closing in particular if (a) not all Closing Conditions have been satisfied within four months after signing of the Purchase Agreement, (b) the Share Consideration exceeds the Cap, (c) the respective other party has failed to perform the closing actions to be performed by it on the closing date and is in default performing a closing action for more than ten days after closing or (d) if there is an insufficient amount of authorized and unissued Company stock for the Company to pay the Share Consideration to the Seller.

~~“White Dragon” Proposal~~

On May 5, 2021, the Company, in collaboration with a consortium of DEPA Commercial, Damco Energy (Kopelouzos Group), PPC Greece, DESFA, Hellenic Petroleum, Motor Oil, Corinth Pipeworks, TAP and Terna Energy, submitted to the Greek government the group’s “White Dragon” proposal for the development of ~~an innovative, integrated green~~high-temperature PEM fuel cell systems namely for stationary and portable applications as well as critical components such as MEAs and Gas Diffusion Electrodes (“GDEs”). Advent is working to increase the performance and scope of its products to satisfy the requirements of its customers and to address new applications. BASF has substantial experience in the manufacturing and development of proton-conducting membranes, GDEs, HT-PEM MEAs and the pertinent chemicals, catalysts, and compositions for their application in hydrogen ~~project~~separation and fuel cells. BASF is constantly improving the quality, robustness and performance of its products to support growth in ~~Greece.~~ fuel cell systems applications.
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Advent Launches New Product Line, M-ZERØ™ Fuel Cells, to Significantly cut Methane Emissions in North America
The ~~proposal aims~~Advent M-ZERØ™ products, designed specifically to ~~transition Greece~~generate power in remote environments, will offer the ability to ~~clean energy production~~drop methane emissions to effectively zero where they replace methane polluting pneumatic injection technology. M-ZERØ™ will initially be deployed mainly in Canada and ~~transmission,~~the United States with the ultimate goal of ~~decarbonizing the energy system. The proposal plans~~providing remote power to ~~use large-scale renewable electricity~~up to ~~produce green hydrogen, which would then be stored~~185,000 oil and through high-temperature fuel cells developed and manufactured by the Company, to supply Greece with clean electricity, green energy and heat. The proposal includes for the study and construction of a dedicated hydrogen pipeline in Greece to link green hydrogen production with large hydrogen end users, as well as plans to implement the first widescale hydrogen fueled projects for the entire transportation section, including heavy duty trucks, trains and cars. The combined projected budget for the proposal, if approved in its entirety by the European and Greek authorities, is €8.063 billion.

gas wellheads.
Selection of Wearable Fuel Cell for the DOD 2021 Validation Program

On March 31, 2021, we announced that UltraCell’s 50 W Reformed Methanol Wearable Fuel Cell Power System (“Honey Badger”) had been selected by the U.S. Department of Defense’s (“DOD”) National Defense Center for Energy and Environment (“NDCEE”) to take part in its demonstration/validation program for 2021. The NDCEE is a DOD program that addresses high-priority environmental, safety, occupational health, and energy technological challenges that are demonstrated and validated at active installations for military application. UltraCell’s “Honey Badger 50” fuel cell is the only fuel cell that is part of this program that supports the U.S. Army’s goal of having a technology-enabled force by 2028.

~~Collaboration with the DOE~~

On March 1, 2021, we announced that we had entered into a joint development agreement (the “CRADA”) with the United States Department of Energy’s (“DOE”) Los Alamos National Laboratory (“LANL”), Brookhaven National Laboratory (“BNL”), and National Renewable Energy Laboratory (“NREL”). Under this CRADA, along with support from the DOE’s Hydrogen and Fuel Cell Technologies Office (“HFTO”), our team of scientists plan to work closely with its LANL, BNL, and NREL counterparts over the coming years to develop breakthrough materials to help strengthen U.S. manufacturing in the fuel cells sector and bring high-temperature proton exchange membrane (“HT-PEM”) fuel cells to the market.

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UltraCell Purchase Agreement

On February 18, 2021, Advent Technologies, Inc., entered into a Membership Interest Purchase Agreement (the “MI Purchase Agreement”) with Bren-Tronics, Inc. (“~~Seller”~~Bren-Tronics”) and UltraCell, LLC, a Delaware limited liability company and a direct ~~wholly-owned~~wholly owned subsidiary of ~~Seller~~Bren-Tronics (“UltraCell”~~) (the “Purchase Agreement”~~). Pursuant to the MI Purchase Agreement, and subject to the terms and conditions therein, on February 18, 2021, Advent acquired 100% of the issued and outstanding membership interests in UltraCell, for $4$4.0 million and a maximum of $6$6.0 million upon achievement of certain milestones. Advent also assumed the terms of ~~Seller’s~~Bren-Tronics lease for property used in UltraCell’s operations in Livermore, California. ~~From the respective acquisition, $0.6 million has been recognized as Goodwill to the consolidated Balance Sheet.~~

Leases

On February 5, 2021, the Company entered into a lease agreement by and among the Company, in its capacity as ~~Tenant,~~tenant, and BP Hancock LLC, a Delaware limited liability company, in its capacity as ~~Landlord.~~landlord. The lease provides for the rental by the Company of office space at 200 Clarendon Street, Boston, MA 02116 for use as the Company’s executive offices. Under the terms of the lease, the Company leases 6,041 square feet at an initial fixed annual rent of ~~$456,095.50.~~$0.5 million. The term of the lease is for five years (unless terminated as provided in the lease). The Company provided security in the form of a security deposit in the amount of ~~$114,023.88.~~

$0.1 million.
On March 8, 2021, the Company entered into a lease for 21,401 square feet as a product development and manufacturing center at Hood Park in Charlestown, MA. Under the terms of the
lease, the Company will pay an initial fixed annual rent of ~~$1,498,070.00.~~$1.5 million. The lease has a term of eight years and five months, with an option to extend for five years and is expected to commence in October ~~2021.~~2022. The Company ~~is obliged to provide~~provided security in the form of a security deposit in the amount of ~~$750,000.00,~~$0.8 million, upon commencement of the lease.

~~Recent Developments~~

~~Former Chief Financial Officer Resignation~~

On ~~July 1,~~August 31, 2021, ~~William Hunter resigned from his positions as President, Chief Financial Officer and as a director of~~ the Company ~~effective immediately. In connection with Mr. Hunter’s resignation, the Company~~through its wholly owned subsidiary, FES, entered into a Separation Agreement and General Release with Mr. Hunter, effective July 1, 2021 (the “Separation and Release Agreement”). Pursuant to the Separation and Release Agreement, subject to Mr. Hunter’s execution of a release of claims, Mr. Hunter will be entitled to the payments and benefits set forth in the Employment Agreementlease agreement by and ~~between Mr. Hunter and~~among the Company, ~~dated January 12, 2021 (the “Hunter Employment Agreement”) based on a termination without cause,~~in its capacity as lessee, and ~~accelerated vesting~~fischer group SE & Co. KG, having its registered seat in Achern, in its capacity as lessor. The lease provides for the rental by the Company of ~~the unvested portion of the signing bonus Mr. Hunter was granted under the Hunter Employment Agreement. Mr. Hunter will continue to be subject to certain restrictive covenants pursuant to~~office space, workspace and outdoor laboratory at 77855 Achern, Im Gewerbegebiet 7 for use by FES. Under the terms of the ~~Hunter Employment Agreement~~lease, the Company leases 1,017 square feet at a monthly basic rate of €7,768 plus VAT. The lessor has granted the lessee an option right to extend the lease by another five years at the terms and ~~the Separation and Release Agreement.~~

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~~New Chief Financial Officer Appointment~~

~~On July 2, 2021, the Board of Directors~~conditions of the ~~Company approved the appointment of Kevin Brackman as Chief Financial Officer~~lease agreement (option term). The option right must be exercised by written declaration of the ~~Company effective July 2, 2021.~~lessee and delivered to the lessor not later than ninety days prior to the expiration of the fixed term. The lessee is entitled to terminate the lease early (even during fixed lease term or option term), to the end of each calendar quarter with a notice period of four months. The lessee is obliged to furnish security to the lessor upon occupying the leased premises. The Company entered into an offer letter with Mr. Brackman (the “Offer Letter”), pursuant to which Mr. Brackman will receive an annual base salary of $375,000 and the opportunity to earn a performance-based bonus each year, targeted at 100% of base salary. The Offer Letter also provides for the grant of equity awardsprovided security in the ~~future and~~form of a ~~$40,000 relocation package.~~

parent guarantee for a maximum amount of €30,000.
Comparability of Financial Information

Advent’s results of operations and statements of assets and liabilities may not be comparable between periods as a result of the Business Combination.
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Key Factors Affecting Our Results
Advent believes that its performance and future success depend on several factors that present significant opportunities for Advent but also pose risks and challenges, including those discussed below.

Increased Customer Demand

Based on conversations with existing customers and incoming inquiries from new customers, Advent anticipates substantial increased demand for its fuel cell systems and MEAs from a wide range of customers as it scales up its production facilities and testing capabilities, and as the awareness of its MEA capabilities becomes widely known in the industry. Advent expects both its existing customers to increase order volume, and to generate substantial new orders from major organizations, with some of whom it is already in discussions regarding prospective commercial partnerships and joint development agreements. As of June 30, ~~2021,~~2022, Advent was still generating a low level of revenues compared to its future projections and has not made any commercial sales to these major organizations.

Successful development of the Advanced MEA product

Advent’s future success depends in large part on the increasing integration of the hydrogen fuel cell into the energy transition globally over the next decade. In order to become cost-competitive with existing renewable power generation and energy storage technology and achieve widespread adoption, fuel cells will need to achieve substantial improvement in the cost/kw performance ratio delivered to prospective fuel cell customers, predominantly OEMs, System Integrators and major energy companies. Advent expects to play an important enabling role in the adoption of hydrogen fuel cells, as its MEA technology is the critical determining factor in the cost/kw performance ratio of the fuel cells. In partnership with the Los Alamos National Laboratory, Advent is currently developing its next generation MEA technology (“Advanced MEA”) which is anticipated to deliver as much as three times the power output of its current MEA product. While Advent is already projecting being able to pass through substantial cost benefits to its customers through economies of scale as it increases MEA production, the successful development of the Advanced MEA will be an important factor in delivering the required improvement in cost/kw performance to Advent’s customers.

32

~~Table of Contents~~
Basis of Presentation

Advent’s ~~unaudited condensed~~ consolidated financial statements have been prepared in accordance with U.S. GAAP. The Company has determined that it operates in one reportable segment. See Note 1 “Basis of Presentation” in the accompanying ~~unaudited~~ condensed consolidated financial statements for more information.
Components of Results of Operations

Revenue ~~net~~
Revenues consist of sales of goods (MEAs, membranes, fuel cell stacks, fuel cell systems and electrodes). Advent expects revenues to increase materially and be weighted towards fuel cell systems and MEA sales over time, in line with the projected increase in MEA production in response to customer demand.
Cost of Revenues
Cost of revenues consists of consumables, raw materials, processing costs and direct labor costs associated with the assembly and manufacture of MEAs, membranes, fuel cell stacks and systems and electrodes. Advent expects cost of revenues to increase substantially in line with ~~MEA~~increased production.
Advent recognizes cost of revenues in the period that revenues are recognized.
Income from Grants

Income from grants consists of cash subsidies received from research agencies and other national and international organizations in support of Advent’s research and development activities. Advent expects to continue to be eligible for grant income and remains in discussion with a number of prospective grantors in relation to a number of product development activities.
39
Research and Development Expenses

Research and development expenses consist of costs associated with Advent’s research and development activities, such as laboratory costs and sample material costs. Advent expects its research and development activities to increase substantially as it invests in improved technology and products.

Administrative and Selling Expenses
Administrative and selling expenses consist of travel expenses, indirect labor costs, fees paid to consultants, third parties and service providers, taxes and duties, legal and audit fees, depreciation, business development salaries and limited marketing activities, and incentive and stock-based compensation expense. Advent expects administrative and selling expenses to increase in line with MEA production and revenue as the business scales up, and as a result of operating as a public company, including compliance with the rules and regulations of the SEC, legal, audit, additional insurance expenses, investor relations activities and other administrative and professional services. Depreciation is also expected to increase as the Company invests in fixed assets in support of the scale-up of the business.

33

~~Table of Contents~~
Other Income / ~~Expenses~~
(Expenses), net
Other ~~operating~~ income / (expenses) consist of additional de minimis incidental ~~operating~~ income / (expenses) incurred by the business. These income / (expenses) are expected to remain at a de minimis level in the future.

Change in Fair Value of Warrant Liability
Change in fair value of warrant liability amounting to ~~$13.4~~$(0.2) million and $8.2 million for the three and six months ended June 30, ~~2021~~2022, respectively, represents the change in fair value of the Private Placement Warrants and Working Capital ~~Warrants from February 4, 2021~~Warrants. Change in fair value of warrant liability amounting to $3.6 million and $13.4 million for the three and six months ended June 30, ~~2021.~~

2021, respectively, represents the change in fair value of the Private Placement Warrants and Working Capital Warrants.
Finance ~~Costs~~

income / (expenses), net
Finance ~~costs~~income / (expenses) consist mainly of bank charges. Finance ~~costs~~income / (expenses) are not anticipated to increase materially as Advent is not intending to take on substantial borrowings at the corporate level in the near future.

Foreign Exchange Gains / (Losses), net
Foreign exchange ~~differences, net~~
~~Foreign exchange differences, net~~gains / (losses) consists of foreign exchange gains or losses on transactions denominated in foreign currencies and ~~interest~~ on ~~deposits.~~translation of monetary items denominated in foreign currencies. As the Company scales up, its foreign exchange exposure is likely to increase given its revenues are denominated in both euros and dollars, and a portion of the Company’s costs are denominated in euros.

Amortization of intangibles

The intangible assets of $4.7 million recognized on the acquisition of UltraCell is the Trade Name “UltraCell” ($0.4 million) and the Patented Technology ($4.3 million). The Trade Name has an indefinite useful life while the Patented Technology has a useful life of 10 ~~years.~~

34

~~Table~~years, for which amortization expense of ~~Contents~~$0.1 million and $0.1 million has been recognized for the periods for the three months ended June 30, 2022 and 2021, respectively. The amortization expense of $0.2 million and $0.2 million has been recognized for the periods for the six months ended June 30, 2022 and from the acquisition date of UltraCell to June 30, 2021, respectively.
The intangible assets of $19.8 million recognized on the acquisition of SerEnergy and FES are the Patents amounting to $16.9 million, the Process know-how (IPR&D) amounting to $2.6 million and the Order backlog amounting to $0.3 million. The Patents have a useful life of 10 years, the Process know-how has a useful life of 6 years and the Order backlog has a useful life of 1 year. Amortization expense of $0.6 million and $1.2 million has been recognized in relation to these intangibles for the three and six months ended June 30, 2022, respectively. There was no amortization expense recognized in relation to these intangibles for the three and six months ended June 30, 2021.

Results of Operations
Comparison of the Three Months Ended June 30, ~~2021~~2022 to Three Months Ended June 30, ~~2020~~
2021
The following table sets forth a summary of our consolidated results of operations for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, and the changes between periods.

Three months ended June 30,
(Unaudited)

2021 2020 $ change % change
Revenue, net
$
1,003,464

$
200,354

$
803,110

400.85
%
Cost of revenues
(669,352
)

(217,916
)

(451,437
)

207.16
%
Gross profit / (loss) 334,112 (17,562 ) 351,674 (2,002.51 )%
Income from grants
85,727

54,828

30,898

56.36
%
Research and development expenses
(638,753
)

-

(638,753
)

N/A

Administrative and selling expenses
(6,595,735
)

(444,129
)

(6,151,606
)

1385.09
%
Amortization of intangibles
29,047

-

29,047

N/A

Operating loss (6,785,602 ) (406,863 ) (6,378,739 ) 1567.79 %
Finance costs
(3,139
)

(514
)

(2,625
)

510.40
%
Fair value change of warrant liability
3,645,835

-

3,645,835

N/A

Foreign exchange differences, net
(10,839
)

8

(10,848
)

(133,562.30
)%
Other income / (expenses), net
10,435

98,351

(87,917
)

(89.39
)%
Loss before income tax (3,143,311 ) (309,017 ) (2,834,294 ) 917.20 %
Income tax
-

(3,101
)

3,101

(100.00
)%
Net loss $ (3,143,311 ) $ (312,118 ) $ (2,831,193 ) 907.09 %
Net loss per share
Basic loss per share (0.07 ) (0.02 ) (0.05 ) N/A
Basic weighted average number of shares 46,126,490 18,736,370 N/A N/A
Diluted loss per share (0.07 ) (0.02 ) (0.05 ) N/A
Diluted weighted average number of shares 46,126,490 18,736,370 N/A N/A

Three months ended
June 30,
(unaudited)
(Amounts in thousands, except share and per share amounts) 2022 2021 $ change % change
Revenue, net $ 2,225 $ 1,003 $ 1,222 121.8 %
Cost of revenues (2,270 ) (669 ) (1,601 ) 239.3 %
Gross profit / (loss) (45 ) 334 (379 ) (113.5 )%
Income from grants 209 86 123 143.0 %
Research and development expenses (2,642 ) (639 ) (2,003 ) 313.5 %
Administrative and selling expenses (7,956 ) (6,596 ) (1,360 ) 20.6 %
Amortization of intangibles (718 ) 29 (747 ) (2,575.9 )%
Operating loss (11,152 ) (6,786 ) (4,366 ) 64.3 %
Fair value change of warrant liability (217 ) 3,646 (3,863 ) (106.0 )%
Finance income / (expenses), net 1 (3 ) 4 (133.3 )%
Foreign exchange (loss) / gain, net (1 ) (10 ) 9 (90.0 )%
Other income / (expenses), net (218 ) 10 (228 ) (2,280.0 )%
Loss before income tax (11,587 ) (3,143 ) (8,444 ) 268.7 %
Income tax 439 - 439 N/A
Net loss $ (11,148 ) $ (3,143 ) $ (8,005 ) 254.7 %
Net loss per share
Basic loss per share (0.22 ) (0.07 ) (0.15 ) N/A
Basic weighted average number of shares 51,476,822 46,126,490 N/A N/A
Diluted loss per share (0.22 ) (0.07 ) (0.15 ) N/A
Diluted weighted average number of shares 51,476,822 46,126,490 N/A N/A
Revenue, net

Our total revenue ~~from product sales~~ increased by approximately ~~$0.8~~$1.2 million ~~or 400.8%~~ from ~~approximately $0.2 million in the three months ended June 30, 2020 to~~ approximately $1.0 million in the three months ended June 30, ~~2021.~~2021 to approximately $2.2 million in the three months ended June 30, 2022. The increase in revenue was related to a)revenue from SerEnergy and FES’s operations (acquired on August 31, 2021) and increased demand from customers for Advent’s MEAs and other products, as a result of Advent’s customers increasing their own testing and usage of Advent’s ~~products and b) revenue from UltraCell’s operations (acquired on February 19, 2021).~~

products.
Cost of ~~Revenue~~

Revenues
Cost of revenues increased by approximately ~~$0.5~~$1.6 million ~~or 207.2%~~ from ~~approximately $0.2 million in the three months ended June 30, 2020 to~~ approximately $0.7 million in the three months ended June 30, ~~2021.~~2021 to approximately $2.3 million in the three months ended June 30, 2022. The increase in cost of revenues was ~~directly~~ related to ~~the increased revenues and~~ the requirement for increased production of MEAs and ~~other products~~fuel cell systems to satisfy customer demand, as well as, cost of revenues attributed to ~~UltraCell’s~~SerEnergy’s and FES’s operations. ~~Gross margins were higher for~~We also faced supply chain cost pressure during the three months ended June 30, ~~2021, reflecting a more mature mix of revenues leading to more normalized pricing arrangements.~~

2022.
35

~~Table of Contents~~
~~Our~~ Gross ~~Profit,~~profit / (loss), which is ~~Revenue,~~revenue, net minus the ~~Cost~~cost of ~~Revenue increased~~revenue, decreased to $(0.1) million in the three months ended June 30, 2022 from $0.3 million in the three months ended June 30, ~~2021 from $(0.01)~~2021.
41
Research and Development Expenses
Research and development expenses were approximately $2.6 million ~~for~~in the three months ended June 30, ~~2020.~~

2022, primarily related to internal research and development costs, as well as the Company’s cooperative research development agreement with the U.S. Department of Energy. Research and ~~Development Expenses~~

~~Research and Development~~development expenses were approximately $0.6 million in the three months ended June 30, ~~2021, primarly related to the company's cooperative research and development agreement with the U.S Department of Energy.~~

2021.
Administrative and Selling Expenses

Administrative and selling expenses were approximately $8.0 million in the three months ended June 30, 2022, and $6.6 million in the three months ended June 30, ~~2021,~~2021. The increase was primarily due to increased staffing and ~~$0.4~~costs resulting from the acquisitions of SerEnergy and fischer eco solutions and from stock-based compensation expenses amount to $2.2 million infor the three months ended June 30, ~~2020. The increase was primarily due~~2022 compared to ~~the increased number of employees from period to period in the Greece and Boston offices, as well as the recognition of stock-based compensation expense of~~ $0.7 million infor the three months ended June 30, 2021.

Change in fair value of Warrant Liability

The change in fair value of warrant liability amounting to $(0.2) million and $3.6 million was due to the change in fair value of the Private Placement Warrants and Working Capital Warrants ~~during~~for the three months ended June 30, ~~2021.~~

2022 and 2021, respectively.
Comparison of the Six Months Ended June 30, ~~2021~~2022 to Six Months Ended June 30, ~~2020~~

2021
The following table sets forth a summary of our consolidated results of operations ~~and consolidated results of cash flows~~ for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, and the changes between periods.
Six months ended
June 30,
(unaudited)
(Amounts in thousands, except share and per share amounts) 2022 2021 $ change % change
Revenue, net $ 3,481 $ 2,493 $ 988 39.6 %
Cost of revenues (3,787 ) (1,017 ) (2,770 ) 272.4 %
Gross profit / (loss) (306 ) 1,476 (1,782 ) (120.7 )%
Income from grants 717 124 593 478.2 %
Research and development expenses (4,791 ) (668 ) (4,123 ) 617.2 %
Administrative and selling expenses (18,454 ) (14,517 ) (3,937 ) 27.1 %
Amortization of intangibles (1,417 ) (158 ) (1,259 ) 796.8 %
Operating loss (24,251 ) (13,743 ) (10,508 ) 76.5 %
Fair value change of warrant liability 8,159 13,412 (5,253 ) (39.2 )%
Finance income / (expenses), net (9 ) (13 ) 4 (30.8 )%
Foreign exchange (loss) / gain, net (18 ) 13 (31 ) (238.5 )%
Other income / (expenses), net (221 ) 94 (315 ) (335.1 )%
Loss before income tax (16,340 ) (237 ) (16,103 ) 6,794.5 %
Income tax 1,096 - 1,096 N/A
Net loss $ (15,244 ) $ (237 ) $ (15,007 ) 6,332.1 %
Net loss per share
Basic loss per share (0.30 ) (0.01 ) (0.29 ) N/A
Basic weighted average number of shares 51,365,823 42,041,473 N/A N/A
Diluted loss per share (0.30 ) (0.01 ) (0.29 ) N/A
Diluted weighted average number of shares 51,365,823 42,041,473 N/A N/A

Six months ended June 30,
(Unaudited)

2021 2020 $ change % change
Revenue, net
$
2,492,756

$
300,620

$
2,192,136

729.20
%
Cost of revenues
(1,016,695
)

(283,953
)

(732,742
)

258.05
%
Gross profit / (loss) 1,476,061 16,667 1,459,394
8,756.02
%
Income from grants
124,180

143,106

(18,926
)

(13.22
)%
Research and development expenses
(667,835
)

(43,633
)

(624,202
)

1,430.57
%
Administrative and selling expenses
(14,517,593
)

(754,434
)

(13,763,159
)

1,824.30
%
Amortization of intangibles
(157,713
)

-

(157,713
)

N/A

Operating loss (13,742,899 ) (638,294 ) (13,104,605 ) 2,053.07 %
Finance costs
(13,419
)

(3,037
)

(10,381
)

341.80
%
Fair value change of warrant liability
13,411,460

-

13,411,460

N/A

Foreign exchange differences, net
13,116

(18,579
)

31,694

(170.59
)%
Other income / (expenses), net
94,105

(6,210
)

100,315

(1,615.51
)%
Loss before income tax (237,637 ) (666,120 ) 428,483 (64.33 )%
Income tax
-

(3,101
)

3,101

(100.00
)%
Net loss $ (237,637 ) $ (669,221 ) $ 431,584 (64.49 )%
Net loss per share
Basic loss per share (0.01 ) (0.04 ) 0.03 N/A
Basic weighted average number of shares 42,041,473 17,623,672 N/A N/A
Diluted loss per share (0.01 ) (0.04 ) 0.03 N/A
Diluted weighted average number of shares 42,041,473 17,623,672 N/A N/A

36

~~Table of Contents~~

Six months ended June 30,
(Unaudited)

2021 2020 $ change % change
Net Cash used in Operating Activities $ (16,231,479 ) $ (690,905 ) $ (15,540,574 )
2,249.31
%

Cash Flows from Investing Activities:
Purchases of property and equipment
(947,846
)

(64,786
)

(883,060
)

1,363.03
%
Advances for the acquisition of property and equipment
(2,528,957
)

-

(2,528,957
)

N/A

Acquisition of a subsidiary, net of cash acquired
(5,922,871
)

-

(5,922,871
)

N/A

Net Cash used in Investing Activities $ (9,399,674 ) $ (64,786 ) $ (9,334,888 ) 14,408.71 %

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
)

(100.00
)%
Proceeds from issuance of non-vested stock awards
-

12,801

(12,801
)

(100.00
)%
Repurchase of shares
-

(34,836
)

34,836

(100.00
)%
Proceeds of issuance of common stock and paid-in capital from warrants exercise
262,177

-

262,177

N/A

State loan proceeds
117,490

-

117,490

N/A

Repayment of convertible promissory notes
-

(500,000
)

500,000

(100.00
)%
Net Cash provided by Financing Activities $ 141,500,518 $ 907,970 $ 140,592,548 15,484.27 %

Net increase in cash and cash equivalents $ 115,869,365 $ 152,279 $ 115,717,086 75,990.37 %
Effect of exchange rate changes on cash and cash equivalents
(276,042
)

(4,224
)

(271,818
)

6,435.08
%
Cash and cash equivalents at the beginning of the period
515,734

1,199,015

(683,281
)

(56.99
)%
Cash and cash equivalents at the end of the period $ 116,109,057 $ 1,347,070 $ 114,761,987 8,519.38 %

Revenue, net

Our total revenue from product sales increased by approximately ~~$2.2~~$1.0 million ~~or 729.2%~~ from ~~approximately $0.3 million in the six months ended June 30, 2020 to~~ approximately $2.5 million in the six months ended June 30, ~~2021.~~2021 to approximately $3.5 million in the six months ended June 30, 2022. The increase in revenue was related to a)revenue from SerEnergy and FES’s operations (acquired on August 31, 2021) and increased demand from customers for Advent’s MEAs and other products, as a result of Advent’s customers increasing their own testing and usage of Advent’s ~~products and b) revenue from UltraCell’s operations (acquired on February 19, 2021).~~

products.
37

~~Table of Contents~~
Cost of ~~Revenue~~

Revenues
Cost of revenues increased by approximately ~~$0.7~~$2.8 million ~~or 258.1%~~ from ~~approximately $0.3 million in the six months ended June 30, 2020 to~~ approximately $1.0 million in the six months ended June 30, ~~2021.~~2021 to approximately $3.8 million in the six months ended June 30, 2022. The increase in cost of revenues was ~~directly~~ related to ~~the increased revenues and~~ the requirement for increased production of MEAs and ~~other products~~fuel cell systems to satisfy customer demand, as well as, cost of revenues attributed to ~~UltraCell’s~~SerEnergy’s and FES’s operations.

~~Our~~ We also faced supply chain cost pressure during the six months ended June 30, 2022.
Gross ~~Profit,~~profit / (loss), which is ~~Revenue,~~revenue, net minus the ~~Cost~~cost of ~~Revenue increased~~revenue, decreased to $(0.3) million in the six months ended June 30, 2022 from $1.5 million in the six months ended June 30, ~~2021 from $0.02~~2021.
Research and Development Expenses
Research and development expenses were approximately $4.8 million in the six months ended June 30, ~~2020.~~

2022, primarily related to internal research and development costs, as well as the Company’s cooperative research development agreement with the U.S. Department of Energy. Research and ~~Development Expenses~~

~~Research and Development~~development expenses were approximately $0.7 million in the six months ended June 30, ~~2021, primarly related to the company's cooperative research and development agreement with the U.S Department of Energy.~~

2021.
Administrative and Selling Expenses

Administrative and selling expenses were approximately $18.5 million in the six months ended June 30, 2022, and $14.5 million in the six months ended June 30, ~~2021, and $0.8 million in the six months ended June 30, 2020.~~2021. The increase was primarily due to ~~one-time transaction costs following the Business Combination amounting to $5.9 million,~~ the increased personnel, ~~in the Greece and Boston offices and~~ the recognition of stock-based compensation expense amounting to $5.1 million for the six months ended June 30, 2022 compared to $0.7 ~~million.~~

million for the six months ended June 30, 2021, and costs of the SerEnergy/FES businesses post-acquisition.
Change in fair value of Warrant Liability

The change in fair value of warrant liability amounting to $8.2 million and $13.4 million was due to the change in fair value of the Private Placement Warrants and Working Capital Warrants ~~from~~for the six months ended June 30, 2022 and for the period February 4, 2021 to June 30, ~~2021.~~

2021, respectively.
Liquidity and Capital Resources

As of the date of this filing of the Quarterly Report on Form 10-Q, Advent’s existing cash resources and projected cash flows are anticipated to be sufficient to support planned operations for the next 12 months after the date hereof. This is based on the amount of cash we raised in the Business Combination and projected results ~~during~~over the ~~financial year 2021.~~next 12 months.
43

The following table sets forth a summary of our consolidated cash flows for the six months ended June 30, 2022 and 2021, and the changes between periods.
Six Months Ended
June 30,
(unaudited)
(Amounts in thousands) 2022 2021 $ change % change
Net Cash used in Operating Activities $ (29,356 ) $ (16,231 ) $ (13,125 ) 80.9 %

Cash Flows from Investing Activities:
Purchases of property and equipment (2,673 ) (948 ) (1,725 ) 182.0 %
Purchases of intangible assets (121 ) - (121 ) N/A
Advances for the acquisition of property and equipment - (2,529 ) 2,529 N/A
Acquisition of a subsidiary, net of cash acquired - (5,923 ) 5,923 N/A
Acquisition of available for sale financial assets (328 ) - (328 ) N/A
Net Cash used in Investing Activities $ (3,122 ) $ (9,400 ) $ 6,278 (66.8 )%

Cash Flows from Financing Activities:
Business Combination and PIPE financing, net of issuance costs paid - 141,121 (141,121 ) N/A
State loan proceeds - 117 (117 ) N/A
Proceeds of issuance of common stock and paid-in capital from warrants exercise - 262 (262 ) N/A
Net Cash provided by Financing Activities $ - $ 141,500 $ (141,500 ) (100.0 )%

Net (decrease) / increase in cash and cash equivalents $ (32,478 ) $ 115,869 $ (148,347 ) (128.0 )%
Effect of exchange rate changes on cash and cash equivalents (750 ) (276 ) (474 ) 171.7 %
Cash and cash equivalents at the beginning of period 79,764 516 79,248 15,358.1 %
Cash and cash equivalents at the end of period $ 46,536 $ 116,109 $ (69,573 ) (59.9 )%
Cash flows ~~from~~used in Operating Activities

Advent’s cash flows from operating activities reflect the income statement position adjusted for working capital movements in current assets and liabilities. As Advent grows, it expects that operating cash flows will be affected by increased working capital needs to support growth in personnel-related expenditures and fluctuations in accounts receivable, inventory, accounts payable and other current assets and liabilities.

Net cash used in operating activities was approximately $(29.4) million for the six months ended June 30, 2022, which related to outflows in connection with administrative and selling expenses, research and development expenses, and costs associated with insurances services and other personnel costs.
Net cash used in operating activities was approximately $(16.2) million for the six months ended June 30, 2021, which related to outflows in connection with one-time transactions costs, settlement of unpaid executive compensation and costs associated with insurances services and other consulting services.

~~Net cash~~
Cash Flows used in ~~operating~~Investing Activities
Advent’s cash flows used in investing activities was approximately ~~$(0.7)~~$(3.1) million for the six months ended June 30, ~~2020, mainly~~2022, which mostly related to ~~payments to suppliers, net~~the acquisition of ~~receipts from customers.~~

plant and equipment.
38

~~Table of Contents~~
~~Cash Flows from Investing Activities~~

Advent’s cash flows from investing activities was approximately $(9.4) million for the six months ended June 30, 2021, which related to the acquisition of fixed assets and the amounts paid for the acquisition of UltraCell LLC on February 18, 2021. ~~Advent expects to invest substantially in fixed assets, plant and equipment in the near future as it executes its product development programs.~~
44

~~Advent’s cash flows from investing activities was approximately $(0.1) million for the six months ended June 30, 2020, which related to the acquisition of fixed assets.~~

Cash Flows ~~from~~provided by Financing Activities

Advent’s cash flows from financing activities was approximately $141.5 million for the six months ended June 30, 2021, which related to the cash amount contributed at the date of the Merger dated February 4, 2021 and proceeds from issuance of common stock and additional paid-in capital from warrants exercise.

~~Advent’s cash flows from financing activities was approximately $0.9 million for the six months ended June 30, 2020, which related to proceeds of issuance of preferred stock and repayment of loan.~~

Contract Assets and Contract Liabilities

~~A contract asset results when goods or services have been transferred to the~~
Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer ~~but payment is contingent upon a future event, other than the passage of time.~~billing. As of June 30, 2022 and December 31, 2021, Advent recognized contract assets of ~~$0.4~~$1.0 million ~~in the unaudited consolidated balance sheet. As of December 31, 2020, Advent recognized contract assets of $0.1~~and $1.6 million, inrespectively, on the consolidated balance ~~sheet.~~

sheets. The balance as of June 30, 2022 and December 31, 2021 includes an amount of $0 and $0.6 million, respectively, from the SerEnergy and FES acquisition.
Advent recognizes contract liabilities when we receive customer payments or have the unconditional right to receive consideration in advance of the performance obligations being satisfied on our contracts. We receive payments from customers based on the terms established in our contracts. Contract liabilities are classified as either current or long-term liabilities in the consolidated balance sheets based on the timing of when we expect to recognize the related revenue. As of June 30, 2022 and December 31, 2021, Advent recognized contract liabilities of ~~$0.1~~$0.9 million ~~in the unaudited consolidated balance sheet. As of December 31, 2020, Advent recognized contract liabilities of $0.2~~and $1.1 million, respectively, in the consolidated balance ~~sheet.~~

sheets. During the six months ended June 30, 2022, the Company recognized the amount of $0.1 million in revenues. The balance as of June 30, 2022 and December 31, 2021 amounting to $0.8 million and $1.1 million, respectively, was from the SerEnergy and FES acquisition.
Off-Balance Sheet Commitments and Arrangements

Since the date of our incorporation, Advent has not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Critical Accounting Policies and Estimates

Advent’s consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires Advent to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the balance sheet date, as well as the reported expenses incurred during the reporting period. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to Advent’s financial statements.

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~~Table of Contents~~
Emerging Growth Company Status

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. Advent elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, Advent, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard, until such time Advent is no longer considered to be an emerging growth company. At times, Advent may elect to early adopt a new or revised standard. See Note 2 in the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information about the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the three and six months ending June 30, ~~2021~~2022 and ~~2020.~~2021.
45

In addition, Advent intends to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, Advent intends to rely on such exemptions, Advent is not required to, among other things: (a) provide an auditor’s attestation report on Advent’s system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

Advent will remain an emerging growth company under the JOBS Act until the earliest of (a) the last day of Advent’s first fiscal year following the fifth anniversary of the ~~closing~~date of the ~~Business Combination,~~first sale of common equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended, (b) the last date of Advent’s fiscal year in which Advent has total annual gross revenue of at least $1.1 billion, (c) the date on which Advent is deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which Advent has issued more than $1.0 billion in non-convertible debt securities during the previous three years.

While Advent’s significant accounting policies are described in the notes to Advent’s financial statements (see Note 2 in the ~~unaudited condensed~~ consolidated financial statements), Advent believes that the following accounting policies require a greater degree of judgment and complexity. Accordingly, these are the policies Advent believes are the most critical to aid in fully understanding and evaluating Advent’s financial condition and results of operations.

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~~Table of Contents~~
Revenue Recognition from January 1, 2019

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), as amended, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. We adopted ASU No. 2014-09 on January 1, 2019, using the modified retrospective approach to all contracts not completed at the date of initial application. The prior period comparative information has not been restated and continues to be reported under the accounting guidance in effect for that period.

In accordance with ASC 606, revenue is recognized when control of the promised goods or services are transferred to a customer in an amount that reflects the consideration that the Company expects to receive in exchange for those services. We apply the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its arrangements:

~~identify the contract with a customer,~~
~~identify the performance obligations in the contract,~~
~~determine the transaction price,~~
~~allocate the transaction price to performance obligations in the contract, and~~
~~recognize revenue as the performance obligation is satisfied.~~

● identify the contract with a customer,
● identify the performance obligations in the contract,
● determine the transaction price,
● allocate the transaction price to performance obligations in the contract, and
● recognize revenue as the performance obligation is satisfied.
With significant and recurring customers, we negotiate written master agreements as framework agreements (general terms and conditions of trading), following individual purchase orders. For customers with no master agreements, the approved purchase orders form the contract. Effectively, contracts under the revenue standard have been assessed to be the purchase orders agreed with customers.

We have assessed that each product sold is a single performance obligation because the promised goods are distinct on their own and within the context of the contract. In cases where the agreement includes customization services for the contracted products, we are providing integrated services; therefore, the goods are not separately identifiable, but are inputs to produce and deliver a combined output and form a single performance obligation within the context of the contract. Furthermore, we assessed whether it acts as a principal or agent in each of its revenue arrangements and has concluded that in all sales transactions it acts as a principal. Additionally, we, taking into consideration the guidance and indicative factors provided by ASC 606, concluded that it provides assurance type warranties (warranty period is up to ~~45 days)~~two years) as it does not provide a service to the customer beyond fixing defects that existed at the time of sale. We, based on historical performance, current circumstances, and projections of trends, estimated that no allowance for returns as per warranty policy should be recognized, at the time of sale, accounted for under ASC 460, Guarantees.
46

41

~~Table of Contents~~
Under ASC 606, we estimate the transaction price, including variable consideration, at the commencement of the contract and recognize revenue over the contract term, rather than when fees become fixed or determinable. In other words, where contracts with customers include variable consideration (i.e. volume rebates), we estimate at contract inception the variable consideration and adjust the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Furthermore, no material rights or significant financing components have been identified in our contracts. Payment terms generally include advance payment requirements. The time between a customer’s payment and completion of the ~~receipt of funds~~performance obligation is less than one year. Payment terms are in the majority fixed and do not include variable consideration, except from volume rebates.

Revenue from satisfaction of performance obligations is recognized based on identified transaction price. The transaction price reflects the amount to which we have rights under the present contract. It is allocated to the distinct performance obligations based on standalone selling prices of the services promised in the contract. In cases of more than one performance obligation, we allocate transaction price to the distinct performance obligations in proportion to their observable stand-alone selling prices and recognize revenue as those performance obligations are satisfied.

In the majority of cases of product sales, revenue is recognized at a point in time when the customer obtains control of the respective goods that is, when the products are shipped from our facilities as control passes to the customer in accordance with agreed contracts and the stated shipping terms. In cases where the contract includes customization services, which one performance obligation is identified, revenue is recognized over time as our performance does not create an asset with alternative use and we have an enforceable right to payment for performance completed to date. We use the input method (i.e. ~~cost-to cost~~, cost-to-cost method) to measure progress towards complete satisfaction of the performance obligation.

Income from grants and related deferred income

Grants include cash subsidies received from various institutions and organizations. Grants are recognized as other income. Such amounts are recognized in the consolidated statements of operations when all conditions attached to the grants are fulfilled.

Condition to the grants would not be fulfilled unless related costs have been characterized as eligible by the grantors, are actually incurred and there is certainty that costs are allowable. These grants are recognized as deferred income when received and recorded in income when the eligible and allowable related costs and expenses are incurred. Under all grant programs, a coordinator is specified. The coordinator, among other, receives the funding from the grantor and proceeds to its distribution to the parties agreed in the process specified in the program. We assessed whether it acts as a principal or agent in its role as a coordinator for specific grants and has concluded that in all related transactions it acts as an agent.

Goodwill
The Company allocates the fair value of purchase consideration transferred in a business acquisition to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration transferred over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired licenses, trade names, in process research and development (“R&D”), useful lives and discount rates, patents, customer clientele, customer contracts and know-how. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statement of operations.

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~~Table of Contents~~
For significant acquisitions, the Company obtains independent appraisals and valuations of the intangible (and certain tangible) assets acquired and certain assumed obligations as well as equity. The Company analyzes each acquisition individually and all acquisitions within each reporting period in aggregate to determine if those are material acquisitions in the context of ASC 805-10-50.

The estimated fair values and useful lives of identified intangible assets are based on many factors, including estimates and assumptions of future operating performance and cash flows of the acquired business, estimates of cost avoidance, the nature of the business acquired, the specific characteristics of the identified intangible assets and our historical experience and that of the acquired business. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including product demand, market conditions, regulations affecting the business model of our operations, technological developments, economic conditions and competition.
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We conduct a goodwill impairment analysis annually in the fourth fiscal quarter, ~~as of October 1, and as necessary~~or more frequently, if changes in facts and circumstances indicate that the fair value of our reporting units may be less than their carrying amounts. ~~When indicators~~In testing goodwill for impairment, the Company first assesses qualitative factors to determine whether the existence of ~~impairment do~~events or circumstances leads to a determination that it is more likely than not exist and certain accounting criteria are met, we are able to evaluate goodwill impairment using a qualitative approach. When necessary, our quantitative goodwill impairment test consists of two steps. The first step requires that ~~we compare the estimated fair value of our reporting units to the carrying value of the reporting unit’s net assets, including goodwill. If~~ the fair value of ~~the reporting unit is greater than the carrying value of its net assets, goodwill is not considered to be impaired and no further testing is required. If the fair value of the~~a reporting unit is less than its carrying amount. If, after assessing the ~~carrying value~~totality of ~~its net assets, we would be required to complete~~events or circumstances, the ~~second step of the test by analyzing~~Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. When the Company determines a fair value test is necessary, it estimates the fair value of a reporting unit and compares the result with its carrying amount, including goodwill. If the carrying ~~value~~amount of ~~the goodwill~~a reporting unit exceeds its fair value, an impairment ~~charge~~ is ~~recorded.~~recorded equal to the amount by which the carrying value exceeds the fair value, up to the amount of goodwill associated with the reporting unit. Currently, we identify ~~one~~three reporting ~~unit.~~

units.
Income Taxes

~~The Company~~
Advent follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. ~~Deferred~~Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. This method also requires the recognition of future tax benefits, such as net operating loss carry forwards, to the extent that it is more likely than not that such benefits will be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Valuation allowances are reassessed periodically to determine whether it is more likely than not that the tax benefits will be realized in the future and if any existing valuation allowance should be released.
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~~Table~~Part of ~~Contents~~the Advent’s business activities are conducted through its subsidiaries outside of U.S. Earnings from these subsidiaries are generally indefinitely reinvested in the local businesses. Further, local laws and regulations may also restrict certain subsidiaries from paying dividends to their parents. Consequently, Advent generally does not accrue income taxes for the repatriation of such earnings in accordance with ASC 740, “Income Taxes.” To the extent that there are excess accumulated earnings that we intend to repatriate from any such subsidiaries, we recognize deferred tax liabilities on such foreign earnings.
Advent assesses its income tax positions and records tax benefits for all years subject to examination based on the evaluation of the facts, circumstances, and information available at each reporting date. For those tax positions with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information, Advent records a tax benefit. For those income tax positions that are not likely to be sustained, no tax benefit is recognized in the consolidated financial statements. Advent recognizes interest and penalties related to uncertain tax positions as part of the provision for income taxes.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. WeFor those income tax positions that are not likely to be sustained, no tax benefit is recognized in the consolidated financial statements. Advent recognizes interest and penalties related to uncertain tax positions as part of the provision for income taxes.
For the three and six months ended June 30, 2022, net income tax benefits (provisions) of $0.4 million and $1.1 million, respectively, have been recorded in the consolidated statements of operations. The Company did not record net income tax benefits (provisions) within the consolidated statements of operations during the three and six months ended June 30, 2021. Advent is currently not aware of any issues under review that could result in significant accruals or material deviation from ~~our~~its position. ~~We are~~The Company is subject to income tax examinations by major taxing authorities.

The Company and its U.S. subsidiaries may be subject to potential examination by U.S. federal, state and city, ~~and~~while the ~~Subsidiary~~Company’s subsidiaries outside U.S. may be subject to potential examination by ~~the Greek~~their taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with the U.S. federal, state and city, and ~~Greek~~ tax ~~laws.~~laws in the countries where business activities of Company’s subsidiaries are conducted. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into legislation. As part of the legislation, the U.S. corporate income tax rate was reduced from 35% to 21%, among other changes.
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Bond Loan
On May 25, 2022, Advent SA and UNI.FUND entered into an agreement to finance Cyrus with a Bond Loan of €1.0 million. As a part of this transaction, Advent SA offered €0.3 million in bond loans with an annual interest rate of 8.00%. The term of the loan is three years and there is a surcharge of 2.5% for overdue interest.
Mandatory conversion of the Bond Loan will occur in the event of qualified financing which is equivalent to a share capital increase by Cyrus in the first three years from the execution of the Bond Loan agreement with a total amount over €3 million which is covered by third parties unrelated to the basic shareholders or by investors related to them.
The Company classifies the Bond Loan as an available for sale financial asset on the condensed consolidated balance sheets. The Company recognizes interest income within the condensed consolidated statement of operations.
The Bond Loan is remeasured to its fair value at each reporting period and upon settlement. The estimated fair value of the Bond Loan is determined using Level 3 inputs by using a discounted cash flow model. The change in fair value is recognized within the condensed consolidated statements of comprehensive loss. The Company did not recognize any unrealized gain / (loss) from the agreement date of May 25, 2022 through June 30, 2022.
Warrant Liability

The Company accounts for the 26,369,557 warrants (comprising of 22,029,279 Public Warrants and 3,940,278 Private Placement Warrants) issued in connection with the ~~Initial Public Offering~~initial public offering and the 400,000 Working Capital Warrants issued at the consummation of the Business Combination in accordance with ASC 815-40-15-7D. If the warrants do not meet the criteria for equity treatment, they must be recorded as liabilities. We have determined that only the Private Placement Warrants and Working Capital Warrants must be recorded as liabilities and accordingly, the Company classifies these warrant instruments as liabilities at their fair value and adjusts the instruments to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Private Placement Warrants and the Working Capital Warrants has been determined using either the quoted price, if available, or was based on a modified Black-Scholes-Merton model. The fair value of the Private Placement Warrants and the Working Capital Warrants has been determined based on a modified Black-Scholes-Merton model for the ~~quarter~~three and six months ended June 30, 2022 and 2021.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by Advent as of the specified effective date. Unless otherwise discussed, Advent believes that the impact of recently issued standards that are not yet effective will not have a material impact on Advent’s financial position or results of operations under adoption.

See Note 2 in the ~~unaudited condensed~~ consolidated financial statements included elsewhere in this ~~Quarterly~~Annual Report on Form ~~10-Q~~10-K for more information about recent accounting pronouncements, the timing of their adoption and Advent’s assessment, to the extent Advent has made one, of their potential impact on Advent’s financial condition and results of operations.

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~~Table of Contents~~
Supplemental Non-GAAP Measures and Reconciliations

In addition to providing measures prepared in accordance with GAAP, we present certain supplemental non-GAAP measures. These measures are EBITDA, Adjusted EBITDA and Adjusted Net Income / (Loss), which we use to evaluate our operating performance, for business planning purposes and to measure our performance relative to that of our peers. These non-GAAP measures do not have any standardized meaning prescribed by GAAP and therefore may differ from similar measures presented by other companies and may not be comparable to other similarly titled measures. We believe these measures are useful in evaluating the operating performance of the Company’s ongoing business. These measures should be considered in addition to, and not as a substitute for net income, operating expense and income, cash flows and other measures of financial performance and liquidity reported in accordance with GAAP. The calculation of these non-GAAP measures has been made on a consistent basis for all periods presented.
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EBITDA and Adjusted EBITDA

These supplemental non-GAAP measures are provided to assist readers in determining our operating performance. We believe this measure is useful in assessing performance and highlighting trends on an overall basis. We also believe EBITDA and Adjusted EBITDA are frequently used by securities analysts and investors when comparing our results with those of other companies. EBITDA differs from the most comparable GAAP measure, net income / (loss), primarily because it does not include interest, income taxes, depreciation of property, plant and equipment, and amortization of intangible assets. Adjusted EBITDA adjusts EBITDA for transactional gains and losses, asset impairment charges, finance and other income and acquisition costs.

The following tables show a reconciliation of net ~~income / (loss)~~loss to EBITDA and Adjusted EBITDA for the three and six months ended June 30, ~~2021~~2022 and ~~2020.~~

EBITDA and Adjusted EBITDA
Three months ended June 30,
(Unaudited)

Six months ended June 30,
(Unaudited)

(in Millions of US dollars) 2021 2020 $ change 2021 2020 $ change
Net loss
$
(3.14
)

$
(0.31
)

(2.83
)

$
(0.24
)

$
(0.67
)

0.43

Depreciation of property and equipment
$
0.02

$
0.01

0.01

$
0.03

$
0.01

0.02

Amortization of intangibles
$
(0.03
)

$
0.00

(0.03
)

$
0.16

$
0.00

0.16

Finance costs
$
0.00

$
0.00

0.00

$
0.01

$
0.00

0.01

Other income / (expenses), net
$
(0.01
)

$
(0.10
)

0.09

$
(0.09
)

$
0.01

(0.10
)
Foreign exchange differences, net
$
0.01

$
(0.00
)

0.01

$
(0.01
)

$
0.02

(0.03
)
EBITDA
$
(3.15
)

$
(0.40
)

(2.75
)

$
(0.14
)

$
(0.63
)

0.49

Net change in warrant liability
$
(3.65
)

$
-

(3.65
)

$
(13.41
)

$
-

(13.41
)
One-Time Transaction Related Expenses (1)
$
-

$
-

-

$
5.87

$
-

5.87

Adjusted EBITDA
$
(6.80
)

$
(0.40
)

(6.40
)

$
(7.68
)

$
(0.63
)

(7.05
)

~~(1) Bonus awarded after consummation of the Business Combination effective February 4, 2021~~

2021.
45

EBITDA and Adjusted EBITDA Three months ended
June 30,
(unaudited) Six months ended
June 30,
(unaudited)
(in Millions of US dollars) 2022 2021 $ change 2022 2021 $ change
Net loss $ (11.15 ) $ (3.14 ) (8.01 ) $ (15.24 ) $ (0.24 ) (15.00 )
Depreciation of property and equipment $ 0.36 $ 0.02 0.34 $ 0.78 $ 0.03 0.75
Amortization of intangibles $ 0.72 $ (0.03 ) 0.75 $ 1.42 $ 0.16 1.26
Finance income / (expenses), net $ - $ - - $ 0.01 $ 0.01 -
Other income / (expenses), net $ 0.22 $ (0.01 ) 0.23 $ 0.22 $ (0.09 ) 0.31
Foreign exchange differences, net $ - $ 0.01 (0.01 ) $ 0.02 $ (0.01 ) 0.03
Income taxes $ (0.44 ) $ - (0.44 ) $ (1.10 ) $ - (1.10 )
EBITDA $ (10.29 ) $ (3.15 ) (7.14 ) $ (13.89 ) $ (0.14 ) (13.75 )
Net change in warrant liability $ 0.22 $ (3.65 ) 3.87 $ (8.16 ) $ (13.41 ) 5.25
One-Time Transaction Related Expenses (1) $ - $ - - $ - $ 5.87 (5.87 )
Adjusted EBITDA $ (10.07 ) $ (6.80 ) (3.27 ) $ (22.05 ) $ (7.68 ) (14.37 )
(1) Bonus awarded after consummation of the Business Combination effective February 4, 2021.
~~Table of Contents~~
Adjusted Net ~~Income/(Loss)~~

Loss
This supplemental non-GAAP measure is provided to assist readers in determining our financial performance. We believe this measure is useful in assessing our actual performance by adjusting our results from continuing operations for changes in warrant liability and one-time transaction costs. Adjusted Net Loss differs from the most comparable GAAP measure, net ~~income / (loss),~~loss, primarily because it does not include one-time transaction costs and warrant liability changes. The following table shows a reconciliation of net ~~income/(loss)~~loss for ~~the~~ three and six months ended June 30, ~~2021~~2022 and ~~2020.~~

Adjusted Net Loss
Three months ended June 30,
(Unaudited)

Six months ended June 30,
(Unaudited)

(in Millions of US dollars) 2021 2020 $ change 2021 2020 $ change
Net loss
$
(3.14
)

$
(0.31
)

(2.83
)

$
(0.24
)

$
(0.67
)

0.43

One-Time Transaction Related Expenses (1)
$
-

$
-

-

$
5.87

$
-

5.87

Net change in warrant liability
$
(3.65
)

$
-

(3.65
)

$
(13.41
)

$
-

(13.41
)
Adjusted Net Loss
$
(6.79
)

$
(0.31
)

(6.48
)

$
(7.78
)

$
(0.67
)

(7.11
)

~~(1) Bonus awarded after consummation of the Business Combination effective February 4, 2021~~

2021.
Adjusted Net Loss Three months ended
June 30,
(unaudited) Six months ended
June 30,
(unaudited)
(in Millions of US dollars) 2022 2021 $ change 2022 2021 $ change
Net loss $ (11.15 ) $ (3.14 ) (8.01 ) $ (15.24 ) $ (0.24 ) (15.00 )
Net change in warrant liability $ 0.22 $ (3.65 ) 3.87 $ (8.16 ) $ (13.41 ) 5.25
One-Time Transaction Related Expenses (1) $ - $ - - $ - $ 5.87 (5.87 )
Adjusted Net Loss $ (10.93 ) $ (6.79 ) (4.14 ) $ (23.40 ) $ (7.78 ) (15.62 )
~~Item~~ 3.
~~Quantitative and Qualitative Disclosures about Market Risk.~~(1) Bonus awarded after consummation of the Business Combination effective February 4, 2021.
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Item 3.Quantitative and Qualitative Disclosures About Market Risk.
Advent is exposed to a variety of market and other risks, including the effects of changes in interest rates and inflation, as well as risks to the availability of funding sources, hazard events and specific asset risks.

Interest Rate Risk

Advent holds cash and cash equivalents for working capital, investment and general corporate purposes. As of June 30, ~~2021,~~2022, Advent had a cash balance of approximately ~~$116.1~~$46.5 million, consisting of operating and savings accounts which are not affected by changes in the general level of U.S. interest rates. Advent is not expected to be materially exposed to interest rate risk in the future as it intends to take on limited debt finance.
Inflation Risk

Advent does not believe that inflation currently has a material effect on its business.

To mitigate cost increases caused by inflation, Advent has taken steps such as searching for alternative supplies at a lower cost and pre-buying materials and supplies at a more advantageous price in advance of its intended use.
Foreign Exchange Risk

Advent has costs and revenues denominated in ~~both~~ euros, Danish krone and ~~dollars,~~Philippine pesos, and therefore is exposed to fluctuations in ~~the euro/dollar~~ exchange ~~rate.~~rates. To date, Advent has not entered into any hedging transactions to mitigate the effect of foreign exchange due to the relatively low sums involved. As we increase in scale, we expect to continue to ~~incur~~realize a portion of our revenues and costs in ~~euros,~~foreign currencies, and therefore expect to put in place appropriate foreign exchange risk mitigation features in due course.

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~~Table of Contents~~
~~Item 4.~~ ~~Controls and Procedures~~

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our ~~President and~~ Chief Executive Officer and our Chief Financial Officer, ~~(our principal executive officer and principal financial and accounting officer, respectively),~~ evaluated the effectiveness of our disclosure controls and procedures as of June 30, ~~2021.~~2022. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Based on the foregoing, our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective as of the end of the period covered by this Report.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2021, and as a result of the material weakness described below, our President and Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level as of the end of the period covered by this Report. Notwithstanding the identified material weakness, our management has concluded that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods disclosed in accordance with U.S. GAAP.

~~Remediation Efforts to Address the Previously Disclosed Material Weakness~~

As previously disclosed in Part I, Item 9A of our 2020 Annual Report, our management concluded that our disclosure controls and procedures and internal controls over financial reporting were not effective as of December 31, 2020 and December 31, 2019 due to a material weakness. The material weakness related to not having adequate controls over accounting for complex accounting instruments and, in particular, related to errors in the accounting for warrants issued in connection with AMCI’s Initial Public Offering and recorded in its pre-Business Combination, historical consolidated financial statements through December 31, 2020. In response to this material weakness, we have and will continue to implement a number of actions, as described below. Our management is committed to ensuring that our internal controls over financial reporting are designed and operating effectively. As previously disclosed, our remediation plan includes, but is not limited to, that we will improve the process and controls in the determination of the appropriate accounting and classification of our financial instruments and key agreements. When fully implemented and operational, we believe the controls we have designed or plan to design will remediate the control deficiency that has led to the material weakness we have identified and strengthen our internal controls over financial reporting. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

47

~~Table of Contents~~
Changes in Internal Control over Financial Reporting

No
There have been no changes in our internal control over financial reporting, ~~(as such term is~~as defined in Rules 13a-15(f) and 15d-15(f) ofunder the Exchange ~~Act)~~Act, that occurred during ~~the~~our most recently completed fiscal quarter ~~ended June 30, 2021~~ that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
51

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. From time to time, we make changes to our internal control over financial reporting that are intended to enhance our effectiveness, and which do not have a material effect on our overall internal control over financial reporting. As a new public company, we continue the process of reviewing and documenting our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

48

~~Table of Contents~~
PART II—OTHER INFORMATION

~~Item 1.~~ ~~Legal Proceedings.~~

Item 1. Legal Proceedings.
We are from time to time subject to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. However, we do not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, to be material to our business or likely to result in a material adverse effect on our future operating results, financial condition or cash flows.

~~Item 1A.~~ ~~Risk Factors.~~

~~In addition to the other information set forth in this Quarterly Report, for a discussion of~~
Item 1A. Risk Factors.
Information about our risk factors is contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 31, 2022 and in Item 1A of our Quarterly Reports on Form 10-Q for quarterly periods subsequently filed. We believe that, ~~could significantly and negatively affect our business, financial condition, results~~with the exception of ~~operations, cash flows and prospects, see~~changes in the disclosure under the heading “Risk Factors” in our 2020 Annual Report. Such risks described are not the only risks facing us. Additional risks and uncertainties not currently known to us, or that our management currently deems to be immaterial, also may adversely affect our business, financial condition, results of operations, cash flows or prospects. Except as presentedrisk factors discussed below, there ~~are~~have been no material changes in our risk factors from those disclosed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021 and in Item 1A of our Quarterly Reports on Form 10-Q for quarterly periods subsequently filed.
We face risks associated with our international operations, including unfavorable regulatory, political, tax and labor conditions, which could harm our business.
We face risks associated with our international operations, including possible unfavorable regulatory, political, tax and labor conditions, which could harm our business. We have international operations in Europe and Asia that are subject to the ~~risk factors described~~legal, political, regulatory and social requirements and economic conditions in ~~the 2020 Annual Report.~~

these jurisdictions. We ~~may experience difficulties in completing acquisitions, integrating the operations of acquired companies into our business and in realizing the expected benefits of these acquisitions.~~
~~We have entered into a share purchase agreement to acquire FES and SerEnergy. Completion of the acquisition is~~are subject to a number of risks ~~and uncertainties, and we can provide no assurance~~associated with international business activities that ~~the various closing conditions to the FES and SerEnergy acquisition will be satisfied. Many of the conditions that are required to close the acquisition of FES and SerEnergy are not within~~may increase our control, and we cannot predict when, or if, the acquisition will be completed. The inability to complete the acquisition could have a material adverse effect on our results of operations, financial condition and prospects.

Acquisitions involve numerous risks, any of which could harm our business and negatively affect our financial condition and results of operations. The success of our pending acquisition of FES and SerEnergy, if completed, will depend in part oncosts, impact our ability to ~~realize the anticipated business opportunities from combining their~~sell our fuel cells and ~~our operations in an efficient~~membranes and ~~effective manner.~~require significant management attention. These integration processes could take longer than anticipated and could result in the loss of key employees, the disruption of each company’s ongoing businesses, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology systems, procedures and policies, any of which could adversely affect our ability to maintain relationships with customers, employees or other third parties, or our ability to achieve the anticipated benefits of the acquisitions, and could harm our financial performance. risks include:
● difficulty in staffing and managing foreign operations;
● 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.;
● fluctuations in foreign currency exchange rates and interest rates;
● increased inflation rates and cost of goods;
● U.S. and foreign government trade restrictions, tariffs and price or exchange controls;
● foreign labor laws, regulations and restrictions;
● changes in diplomatic and trade relationships;
● political instability, natural disasters, war, or events of terrorism;
● the escalation or continuation of armed conflict, hostilities or economic sanctions between countries or regions, including the current conflict between Russia and Ukraine;
● the strength of international economies and economic relations between countries or regions; and
● economic uncertainties and potential disruptions include a slow-down in the general economy.
If we ~~are unable~~fail to successfully ~~or timely integrate the operations of FES and SerEnergy with~~address these risks, our business, we may incur unanticipated liabilities and be unable to realize the revenue growth, synergies and other anticipated benefits resulting from the acquisitions, or fully offset the costs of the acquisition, and our business,prospects, operating results ~~of operations~~ and financial condition could be materially ~~and adversely affected.~~

harmed.
~~Item 2.~~ ~~Unregistered Sales of Equity Securities and Use of Proceeds.~~
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Default Upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.

52
~~None.~~

49

~~Table of Contents~~
~~Item 6.~~ ~~Exhibits~~

Item 6. Exhibits
The following exhibits are being filed or furnished as part of this Quarterly Report on Form 10-Q:

Exhibit
Number
Description
31.1*
~~3.1~~
Second Amended and Restated Certificate of Incorporation of Advent Technologies Holdings, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2021)
~~3.2~~
~~Amended and Restated Bylaws of Advent Technologies Holdings, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2021)~~
~~10.1~~
Share Purchase Agreement, dated as of June 25, 2021, by and among Advent Technologies Holdings, Inc. and F.E.R. Fischer Edelstahlrohre GmbH (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on June 25, 2021).
~~10.2+~~
Separation Agreement and General Release between William Hunter and the Company, dated as of July 1, 2021 (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on July 6, 2021).
~~10.3+~~
~~Offer Letter Agreement between Kevin Brackman and the Company, dated as of July 2, 2021 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2021).~~
31.1*
Certification of Principal Executive Officer ~~pursuant~~Pursuant to ~~Rule~~Rules 13a-14(a) ~~or Rule~~and 15d-14(a) ~~of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

31.2*
Certification of Principal Financial Officer ~~pursuant~~Pursuant to ~~Rule~~Rules 13a-14(a) ~~or Rule~~and 15d-14(a) ~~of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

~~32.1†~~
32.1** Certification of Principal Executive Officer ~~pursuant~~Pursuant to 18 U.S.C. Section 1350 ~~as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

~~32.2†~~
32.2** Certification of Principal Financial Officer ~~pursuant~~Pursuant to 18 U.S.C. Section 1350 ~~as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

~~101~~101.INS* ~~The following materials from the Quarterly Report on Form 10-Q of Advent Technologies Holdings, Inc. formatted in~~ Inline ~~XBRL:~~XBRL Instance

~~104~~101.SCH* ~~The cover page from the Quarterly Report on Form 10-Q of Advent Technologies Holdings, Inc. for the quarter ended June 30, 2021 formatted in~~ Inline XBRL ~~and included as Exhibit 101~~Taxonomy Extension Schema
101.CAL* Inline XBRL Taxonomy Extension Calculation
101.LAB* Inline XBRL Taxonomy Extension Labels
101.PRE* Inline XBRL Taxonomy Extension Presentation

*
* Filed ~~herewith~~
+
~~Indicates a management or compensatory plan, contract or arrangement.~~
†
This certification will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.herewith.
** Furnished herewith

53
50

~~Table of Contents~~
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August ~~12, 2021~~9, 2022 ADVENT TECHNOLOGIES HOLDINGS, INC.
By: /s/ Kevin Brackman
Kevin Brackman
Chief Financial Officer
(Authorized Officer; Principal Financial and Accounting Officer)

54

51

Delaware		83-0982969
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

200 Clarendon Street Boston, Massachusetts		02116
(Address of principal executive offices)		(Zip code)

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 ~~Global~~ Capital Market
Warrants	ADNWW	The Nasdaq ~~Global~~ Capital Market

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

			Page
PART I—FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Consolidated Financial Statements	3	1
	Unaudited Condensed Consolidated Balance Sheets	3	1
	Unaudited Condensed Consolidated Statements of Operations	4	2
	Unaudited Condensed Consolidated Statements of Comprehensive ~~Income / (Loss)~~Loss	5	3
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity / (Deficit)	6	4
	Unaudited Condensed Consolidated Statements of Cash Flows	10	8
	Notes to Unaudited Condensed Consolidated Financial Statements	11	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46	51
Item 4.	Controls and Procedures	47
		51

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	49	52
Item 1A.	Risk Factors	49	52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49	52
Item 6. 3.	~~Exhibits~~Defaults Upon Senior Securities	50	52
Item 4.	Mine Safety Disclosures		52
Item 5.	Other Information		52
Item 6.	Exhibits		53
Signatures		51	54

	As of
ASSETS	June 30, 2021 (Unaudited)			December 31, 2020
Current assets:
Cash and cash equivalents	$	116,109,057		$	515,734
Accounts receivable		1,110,825			421,059
Due from related parties		16,153			67,781
Contract assets		435,164			85,930
Inventories		857,671			107,939
Prepaid expenses and Other current assets		2,846,143			496,745
Total current assets		121,375,013			1,695,188
Non-current assets:
Goodwill and intangibles, net		5,207,817			0
Property and equipment, net		1,115,176			198,737
Other non-current assets		2,660,939			136
Total non-current assets		8,983,932			198,873
Total assets	$	130,358,945		$	1,894,061
LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)
Current liabilities:
Trade and other payables	$	2,883,325		$	881,394
Due to related parties		30,000			1,114,659
Deferred income from grants, current		65,180			158,819
Contract liabilities		140,940			167,761
Other current liabilities		331,071			904,379
Income tax payable		191,194			201,780
Total current liabilities		3,641,711			3,428,792
Non-current liabilities:
Warrant liability		19,704,861			0
Deferred income from grants, non-current		176,525			182,273
Other long-term liabilities		182,140			76,469
Total non-current liabilities		20,063,525			258,742
Total liabilities		23,705,236			3,687,534
Commitments and contingent liabilities		0			0
Stockholders’ equity / (deficit)
Common stock ($0.0001 par value per share; Shares authorized: 110,000,000 at June 30, 2021 and December 31, 2020; Issued and outstanding: 46,128,745 and 25,033,398 at June 30, 2021 and December 31, 2020, respectively)		4,613			2,503
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at June 30, 2021 and December 31, 2020; nil issued and outstanding at June 30, 2021 and December 31, 2020		0			0
Additional paid-in capital		119,964,708			10,993,762
Accumulated other comprehensive (loss) / income		(176,457	)		111,780
Accumulated deficit		(13,139,155	)		(12,901,518	)
Total stockholders’ equity / (deficit)		106,653,709			(1,793,473	)
Total liabilities and stockholders’ equity / (deficit)	$	130,358,945		$	1,894,061

	Three months ended June 30, (Unaudited)						Six months ended June 30, (Unaudited)
	2021			2020			2021			2020
Revenue, net	$	1,003,464		$	200,354		$	2,492,756		$	300,620
Cost of revenues		(669,352	)		(217,916	)		(1,016,695	)		(283,953	)
Gross profit / (loss)		334,112			(17,562	)		1,476,061			16,667
Income from grants		85,727			54,828			124,180			143,106
Research and development expenses		(638,753	)		0			(667,835	)		(43,633	)
Administrative and selling expenses		(6,595,735	)		(444,129	)		(14,517,593	)		(754,434	)
Amortization of intangibles		29,047			0			(157,713	)		0
Operating loss		(6,785,602	)		(406,863	)		(13,742,899	)		(638,294	)
Finance costs		(3,139	)		(514	)		(13,419	)		(3,037	)
Fair value change of warrant liability		3,645,835			0			13,411,460			0
Foreign exchange differences, net		(10,839	)		8			13,116			(18,579	)
Other income / (expenses), net		10,435			98,351			94,105			(6,210	)
Loss before income tax		(3,143,311	)		(309,017	)		(237,637	)		(666,120	)
Income tax		0			(3,101	)		0			(3,101	)
Net loss	$	(3,143,311	)	$	(312,118	)	$	(237,637	)	$	(669,221	)
Net loss per share
Basic loss per share		(0.07	)		(0.02	)		(0.01	)		(0.04	)
Basic weighted average number of shares		46,126,490			18,736,370			42,041,473			17,623,672
Diluted loss per share		(0.07	)		(0.02	)		(0.01	)		(0.04	)
Diluted weighted average number of shares		46,126,490			18,736,370			42,041,473			17,623,672

	Three Months Ended June 30, 2021
	Preferred Stock Series A Shares		Amount		Preferred Stock Series Seed Shares		Amount		Common Stock Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Accumulated OCI			Total Stockholders' (Deficit) Equity

Balance as of March 31, 2021 (Unaudited)		0	$	0		0	$	0		46,105,947	$	4,611	$	118,568,449	$	(9,995,844	)	$	130,725		$	108,707,941
Business combination and PIPE financing (Unaudited)		0		0		0		0		0		0		431,189		0			0			431,189
Share capital increase from warrants exercise (Unaudited)		0		0		0		0		22,798		2		262,175		0			0			262,177
Stock based compensation expense (Unaudited)		-		0		-		0		-		0		702,894		0			0			702,894
Net loss (Unaudited)		-		0		-		0		-		0		0		(3,143,311	)		0			(3,143,311	)
Other comprehensive loss (Unaudited)		-		0		-		0		-		0		0		0			(307,182	)		(307,182	)
Balance as of June 30, 2021 (Unaudited)		0	$	0		0	$	0		46,128,745	$	4,613		119,964,708		(13,139,155	)	$	(176,457	)	$	106,653,709

	Six Months Ended June 30, 2021
	Preferred Stock Series A Shares			Amount			Preferred Stock Series Seed Shares			Amount			Common Stock Shares		Amount			Additional Paid-in Capital		Accumulated Deficit			Accumulated OCI			Total Stockholders' (Deficit) Equity

Balance as of December 31, 2020		844,037		$	845			2,095,592		$	2,096			3,017,057	$	3,017		$	10,990,307	$	(12,901,518	)	$	111,780		$	(1,793,473	)
Retroactive application of recapitalization (Unaudited)		(844,037	)		(845	)		(2,095,592	)		(2,096	)		22,016,341		(514	)		3,455		0			0			0
Adjusted balance, beginning of period (Unaudited)		0			0			0			0			25,033,398		2,503			10,993,762		(12,901,518	)		111,780			(1,793,473	)
Business combination and PIPE financing (Unaudited)		0			0			0			0			21,072,549		2,107			108,005,876		0			0			108,007,984
Share capital increase from warrants exercise (Unaudited)		0			0			0			0			22,798		2			262,175		0			0			262,177
Stock based compensation expense (Unaudited)		-			0			-			0			-		0			702,894		0			0			702,894
Net loss (Unaudited)		-			0			-			0			-		0			0		(237,637	)		0			(237,637	)
Other comprehensive loss (Unaudited)		-			0			-			0			-		0			0		0			(288,237	)		(288,237	)
Balance as of June 30, 2021 (Unaudited)		0		$	0			0		$	0			46,128,745	$	4,613			119,964,708		(13,139,155	)	$	(176,457	)	$	106,653,709

	Three Months Ended June 30, 2020
	Preferred Stock Series A Shares		Amount		Preferred Stock Series Seed Shares		Amount		Common Stock Shares			Amount			Additional Paid-in Capital			Accumulated Deficit			Accumulated OCI		Total Stockholders' (Deficit) Equity

Balance as of March 31, 2020 (Unaudited)		0	$	0		0	$	0		17,028,689		$	1,703		$	10,243,260		$	(10,124,722	)	$	69,018	$	189,259
Retroactive application of recapitalization (Unaudited)		0		0		0		0		(888,184	)		(89	)		89			0			0		0
Issuance of non-vested stock awards* (Unaudited)		0		0		0		0		5,380,128			538			12,263			0			0		12,801
Repurchase of shares* (Unaudited)		0		0		0		0		(188,397	)		(19	)		(118,180	)		0			0		(118,199	)
Recognition of stock grant plan (Unaudited)		-		0		-		0		-			0			176,768			0			0		176,768
Net loss (Unaudited)		-		0		-		0		-			0			0			(312,118	)		0		(312,118	)
Other comprehensive loss (Unaudited)		-		0		-		0		-			0			0			0			38,339		38,339
Balance as of June 30, 2020 (Unaudited)		0	$	0		0	$	0		21,332,235		$	2,133		$	10,314,200		$	(10,436,840	)	$	107,357	$	(13,150	)

	Six Months Ended June 30, 2020
	Preferred Stock Series A Shares			Amount			Preferred Stock Series Seed Shares			Amount			Common Stock Shares			Amount			Additional Paid-in Capital			Accumulated Deficit			Accumulated OCI			Total Stockholders' (Deficit) Equity

Balance as of December 31, 2019		314,505		$	315			2,108,405		$	2,108			888,184		$	888		$	8,811,647		$	(9,767,619	)	$	118,859		$	(833,802	)
Retroactive application of recapitalization (Unaudited)		(314,505	)		(315	)		(2,108,405	)		(2,108	)		13,026,925			503			1,920			0			0			0
Adjusted balance, beginning of period (Unaudited)		0			0			0			0			13,915,109			1,392			8,813,567			(9,767,619	)		118,859			(833,802	)
Issuance of preferred stock* (Unaudited)		0			0			0			0			2,225,396			223			1,429,782			0			0			1,430,005
Issuance of non-vested stock awards* (Unaudited)		0			0			0			0			5,380,128			538			12,263			0			0			12,801
Repurchase of shares* (Unaudited)		0			0			0			0			(188,397	)		(19	)		(118,180	)		0			0			(118,199	)
Recognition of stock grant plan (Unaudited)		-			0			-			0			-			0			176,768			0			0			176,768
Net loss (Unaudited)		-			0			-			0			-			0			0			(669,221	)		0			(669,221	)
Other comprehensive loss (Unaudited)		-			0			-			0			-			0			0			0			(11,502	)		(11,502	)
Balance as of June 30, 2020 (Unaudited)		0		$	0			0		$	0			21,332,235		$	2,133		$	10,314,200		$	(10,436,840	)	$	107,357		$	(13,150	)

Liabilities Measured at Fair Value on Recurring Basis
	As of June 30, 2022 (unaudited)
(Amounts in thousands)	Fair Value		Unobservable Inputs (Level 3)
Assets
Available for sale financial asset	$	311	$	311
	$	311	$	311

Liabilities
Warrant liability	$	2,214	$	2,214
	$	2,214	$	2,214

	As of December 31, 2021
(Amounts in thousands)	Fair Value		Unobservable Inputs (Level 3)
Liabilities
Warrant liability	$	10,373	$	10,373
	$	10,373	$	10,373

Change in Fair Value of Warrant Liability
Warrant Liability
(Amounts in thousands)	For the Three Months Ended June 30, 2022 (unaudited)		For the Three Months Ended June 30, 2021 (unaudited)			For the Six Months Ended June 30, 2022 (unaudited)			For the Six Months Ended June 30, 2021 (unaudited)
Estimated fair value (beginning of period)	$	1,997	$	23,350		$	10,373		$	0
Estimated fair value of warrant issuance		0		0			0			33,116
Change in estimated fair value		217		(3,646	)		(8,159	)		(13,412	)
Estimated fair value (end of period)	$	2,214	$	19,704		$	2,214		$	19,704

	Warrant Liability
Estimated fair value at February 4, 2021	$	33,116,321
Change in estimated fair value	$	(13,411,460	)
Estimated fair value at June 30, 2021	$	19,704,861

Stock price	$	9.64
Exercise price (strike price)	$	11.50
Risk-free interest rate		0.16	%
Volatility		64.70	%
Remaining term (in years)		4.59

Fair Value Measurements Input
Stock price	$	2.52
Exercise price (strike price)	$	11.50
Risk-free interest rate		2.95	%
Volatility		74.20	%
Remaining term (in years)		3.59

	Recapitalization
Cash- AMCI’s trust and cash (net of redemptions)	$	93,310,599
Cash – PIPE plus interest		65,000,118
Less transaction costs and advisory fees paid		(17,188,519	)
Less non-cash warrant liability assumed		(33,116,321	)
Net Business Combination and PIPE financing	$	108,005,877

Reconciles the Elements of Business Combination to Consolidated Statements
(Amounts in thousands)	Recapitalization
Cash- AMCI’s trust and cash (net of redemptions)	$	93,311
Cash – PIPE plus interest		65,000
Less transaction costs and advisory fees paid		(17,189	)
Less non-cash warrant liability assumed		(33,116	)
Net Business Combination and PIPE financing	$	108,006

Common Stock Issued Following the Consummation of Business Combination
	Recapitalization
Class A Common ~~A stock~~Stock of AMCI, outstanding prior to Business Combination		9,061,136
Less Redemption of AMCI shares		(1,606	)
Class B Common Stock of AMCI, outstanding prior to Business Combination		5,513,019
Shares issued in PIPE		6,500,000
Business Combination and PIPE financing shares		21,072,549
Legacy Advent Shares		25,033,398
Total shares of Common Stock immediately after Business Combination		46,105,947

Current assets
Cash and cash equivalents	$	77,129
Other current assets		658,332
Total current assets	$	735,461
Non-current assets		9,187
Total assets	$	744,649

Current liabilities		110,179
Non-current liabilities		0
Total liabilities	$	110,179

Net assets acquired	$	634,469

Assets Acquired and Liabilities Assumed
Current assets
Cash and cash equivalents	$	78
Other current assets		658
Total current assets	$	736
Non-current assets		9
Total assets	$	745

Current liabilities		110
Non-current liabilities		-
Total liabilities	$	110

Net assets acquired	$	635

Cost of investment	$	6,000,000
Net assets value		634,469
Consideration to be allocated	$	5,365,531
Fair value adjustment - New intangibles
Trade name "UltraCell"		405,931
Patented technology		4,328,228
Total intangibles acquired	$	4,734,159
Remaining Goodwill	$	631,372

Cost of investment	$	6,000
Net assets value		635
Consideration to be allocated	$	5,365
Fair value adjustment - New intangibles
Trade name “UltraCell”		406
Patented technology		4,328
Total intangibles acquired	$	4,734
Remaining Goodwill	$	631

Cost of investment
Cash consideration	$	22,236
Share consideration		37,924
Total cost of investment		60,160
Less: Net assets value		13,027
Original excess purchase price	$	47,133
Fair value adjustments
Real Property		76
New intangibles:
Patents		16,893
Process know-how (IPR&D)		2,612
Order backlog		266
Total intangibles acquired	$	19,771
Deferred tax liability arising from the recognition of intangibles and real property valuation		(5,452	)
Deferred tax assets on tax losses carried forward		3,339
Remaining Goodwill	$	29,399

Changes in Allowance for Credit Losses
(Amounts in thousands)	For the three months ended June 30, 2022 (unaudited)			For the three months ended June 30, 2021 (unaudited)		For the six months ended June 30, 2022 (unaudited)			For the six months ended June 30, 2021 (unaudited)
Balance at beginning of period	$	(402	)	$	0	$	(411	)	$	0
Additions		(40	)		-		(40	)		-
Exchange differences		27			0		36			0
Balance at end of period	$	(415	)	$	0	$	(415	)	$	0

	June 30, 2021 (Unaudited)		December 31, 2020
Raw materials and supplies	$	857,671	$	107,939
Total	$	857,671	$	107,939

Changes in Provision for Slow Moving Inventory
(Amounts in thousands)	For the three months ended June 30, 2022 (unaudited)			For the three months ended June 30, 2021 (unaudited)		For the six months ended June 30, 2022 (unaudited)			For the six months ended June 30, 2021 (unaudited)
Balance at beginning of period	$	(47	)	$	-	$	(48	)	$	-
Exchange differences		3			-		4			-
Balance at end of period	$	(44	)	$	-	$	(44	)	$	-

	June 30, 2021 (Unaudited)		December 31, 2020
VAT receivable	$	315,698	$	259,831
Grants receivable		104,367		95,064
Other current assets		660,500		140,126
Prepaid expenses		1,765,577		1,724
Total	$	2,846,143	$	496,745

Goodwill
(Amounts in thousands)
Goodwill on acquisition of UltraCell (Note 3b)	$	631
Goodwill on acquisition of SerEnergy and FES (Note 3c)		29,399
Total goodwill	$	30,030

Intangible Assets
	As of June 30, 2022 (unaudited)
(Amounts in thousands)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Indefinite-lived intangible assets:
Trade name “UltraCell”	$	406	$	-		$	406
Total indefinite-lived intangible assets	$	406	$	-		$	406
Finite-lived intangible assets:
Patents		21,221		(1,997	)		19,224
Process know-how (IPR&D)		2,612		(362	)		2,250
Order backlog		266		(222	)		44
Software		226		(109	)		117
Total finite-lived intangible assets	$	24,325	$	(2,690	)	$	21,635
Total intangible assets	$	24,731	$	(2,690	)	$	22,041

Future Amortization Expense
(Amounts in thousands)
Fiscal Year Ended December 31,
2022	$	1,358
2023		2,607
2024		2,607
2025		2,607
2026		2,607
Thereafter		9,849
Total	$	21,635

Property, plant and equipment, net
(Amounts in thousands)	June 30, 2022 (unaudited)			December 31, 2021
Land, Buildings & Leasehold Improvements	$	1,864		$	1,888
Machinery		7,936			8,756
Equipment		4,313			4,091
Assets under construction		1,969			431
	$	16,082		$	15,166
Less: accumulated depreciation		(6,434	)		(6,581	)
Total	$	9,648		$	8,585

	June 30, 2021 (Unaudited)		December 31, 2020
Trade payables and other payables	$	2,883,325	$	881,394
Total	$	2,883,325	$	881,394