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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August ~~9, 2022,~~11, 2023, the registrant had ~~51,631,509~~59,983,339 shares of common stock, par value $0.0001 per share, issued and outstanding.

This Quarterly Report on Form 10-Q contains forward-looking statements, which reflect our current views with respect to, among other things, our operations and financial performance. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “could,” “target,” “predict,” “seek” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short- and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those referenced in the section titled “Risk Factors” in this Quarterly Report on Form 10-Q and in our ~~2021~~ Annual Report on Form 10-K for the year ended December 31, 2022 (“~~2021~~2022 Annual Report”) which could cause actual results to differ materially. Moreover, we operate in a very competitive and rapidly changing environment and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in or implied by any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Some of the key factors that could cause actual results to differ from our expectations include:

The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this report. You should not rely upon forward-looking statements as predictions of future events. We cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or reflect interim developments.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. For a discussion of the risks involved in our business and investing in our common stock, see the section entitled “Risk Factors” within the ~~2021~~2022 Annual Report.

Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

~~This Quarterly Report on Form 10-Q contains our unaudited condensed consolidated financial statements for the three- and six-month periods ended June 30, 2022.~~

We were originally incorporated in Delaware on June 18, 2018 under the name “AMCI Acquisition Corp.” as a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more target businesses. On November 20, 2018, we consummated our initial public offering (the “Initial Public Offering”), following which our shares began trading on the Nasdaq Capital Market (“Nasdaq”).

On February 4, 2021, we consummated the business combination (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger, dated October 12, 2020, by and among AMCI Acquisition Corp. (the “AMCI”), AMCI Merger Sub Corp., a Delaware corporation and newly formed wholly-owned subsidiary of the Company (“Merger Sub”), AMCI Sponsor LLC (the “Sponsor”), solely in the capacity as the representative from and after the effective time of the Business Combination (as defined below) (the “Effective Time”) for the stockholders of AMCI (other than the Legacy Advent stockholders) (the “Purchaser Representative”), Advent Technologies, Inc., a Delaware corporation (“Legacy Advent”), and Vassilios Gregoriou, solely in his capacity as the representative from and after the Effective Time for the Advent stockholders (the “Seller Representative”), as amended by Amendment No. 1 and Amendment No. 2 to the Agreement and Plan of Merger (the “Amendments” and as amended, the “Merger Agreement”), 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”), we acquired 100% of the stock of Legacy Advent (as it existed immediately prior to the Closing) and its subsidiaries, changed our name from “AMCI Acquisition Corp.” to “Advent Technologies Holdings, Inc.” and changed the trading symbols of our common stock and warrants on Nasdaq from “AMCI” and “AMCIW” to “ADN” and “ADNWW,” respectively.

For accounting purposes, the Business Combination is treated as a reverse acquisition and recapitalization, in which Advent is considered the accounting acquirer (and legal acquiree) and the Company is considered the accounting acquiree (and legal acquirer). Additionally, unless otherwise stated or the context indicates otherwise, with respect to the financial information contained in this Quarterly Report on Form 10-Q, including in “Part I, Item 1. Unaudited Condensed Consolidated Financial Statements” and the notes thereto and in “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the financial information relating to the three and six months ended June 30, 2021, are those of Legacy Advent and its subsidiaries for the period prior to the Closing and the financial information of the Company and its subsidiaries for the period subsequent to the Closing; the financial information relating to the three and six months ended June 30, 2022, are those of the Company and its subsidiaries. See Note 1 “Basis of Presentation” in the accompanying unaudited condensed consolidated financial statements for additional information.

~~Unless the context indicates otherwise, the terms “Advent,” the “Company,” we,” “us” and “our” refer to Advent Technologies Holdings, Inc. and its subsidiaries taken as a whole.~~

See accompanying notes to unaudited condensed consolidated financial statements.

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

See accompanying notes to unaudited condensed consolidated financial ~~statements~~statements.

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

See accompanying notes to unaudited condensed consolidated financial ~~statements~~statements.

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

See accompanying notes to unaudited condensed consolidated financial ~~statements~~statements.

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

See accompanying notes to unaudited condensed consolidated financial ~~statements~~statements.

See accompanying notes to unaudited condensed consolidated financial statements.

Advent Technologies Holdings, Inc. and its subsidiaries (collectively referred to as “Advent” or the “Company”) 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 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, which includes a research and development and manufacturing facility, a product development facility in Livermore, California, production facilities in Greece, Denmark, and Germany, and sales and warehousing facilities in the Philippines.

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 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” or “Closing Date”), 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 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 par value per share (the “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 (Note 3).~~stock.

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

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.Company on August 31, 2021.

The unaudited condensed consolidated financial statements of the Company have been prepared to reflect the consolidation of the companies listed below:

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, ~~2021,~~2022, included in the Annual Report on Form 10-K filed with the SEC on March 31, ~~2022.~~2023. We reclassified certain prior year amounts in our consolidated financial statements to conform to the current year presentation.

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

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

The accompanying unaudited condensed consolidated financial statements have been prepared ~~by management,~~ assuming ~~that~~ the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year from the date these unaudited condensed consolidated financial statements are issued and ~~accordingly, these~~will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. As such, the accompanying unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amount and classification of liabilities that may result ~~in the event~~should the Company isbe unable to continue as a going concern.

~~The management~~In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company ~~assesses~~has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about 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~~for one year from the date that the unaudited condensed consolidated financial statements ~~issuance date, which contemplates~~are issued. The Company’s ability to meet its liquidity needs will largely depend on its ability to generate cash in the ~~realization~~future. During the six months ended June 30, 2023, the Company used $18.9 18,899 million of ~~assets~~cash in operating activities, and the ~~satisfaction of liabilities and commitments~~Company’s ability to generate cash in the ~~normal course~~future is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond the Company’s control. The transition to profitability is dependent upon the successful development, approval, and commercialization 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 coronavirus (“COVID-19”) pandemic~~products and the ~~measures imposed~~achievement of a revenue level adequate to ~~contain this pandemic have affected business and economic activity around the world. Since the COVID-19 outbreak, the Company has been closely monitoring and adopting all necessary measures to protect~~support its employees and partners and to minimize as much as possible the business disruption caused by the pandemic. During 2021 and 2022, as a result of the 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 and is constantly assessing its implications~~cost structure. Based on the Company’s ~~productivity, results of operations and financial position. At this stage,~~current operating plan, the Company ~~maintains a strong financial position with~~believes that its cash and cash equivalents ~~amounting to $46.5~~ ~~million. Additionally,~~ as of June 30, ~~2022, the Company reported a positive working capital~~2023 of $~~57.3~~10.1 ~~million.~~

~~As of~~million will not be sufficient to fund operations and capital expenditures for the ~~date~~twelve months following the filing of this Quarterly Report on Form 10-Q, and the ~~Company’s existing cash resources are sufficient~~Company will need to ~~support planned operations~~obtain additional funding. In July 2022, the Company received official ratification from the European Commission of the European Union for one of the Important Projects of Common European Interest (“IPCEI”), Green HiPo. This project provides for the availability of funding of €782.1 million over the next ~~12 months.~~six years. As ~~a result, management believes that the Company’s existing financial resources are sufficient to continue operating activities for at least one year past~~of the issuance date of the unaudited condensed consolidated financial ~~statements.~~statements, the Company has not received an agreement which provides the terms of the funding. In addition, on April 10, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), which provides that the Company has the right, but not the obligation, to sell to Lincoln Park up to $50 million worth of shares of the Company’s Common Stock, from time to time over the 36 month term of the Purchase Agreement. Concurrently with entering into the Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park, pursuant to which the Company agreed to register the resale of the shares of the Company’s Common Stock that have been and may be issued to Lincoln Park under the Purchase Agreement pursuant to a registration statement (the “Registration Statement”). The Registration Statement was filed on April 21, 2023 and declared effective on May 2, 2023. Per the terms of the Purchase Agreement, the Company will be unable to sell shares of the Company’s Common Stock to Lincoln Park if the sale price falls below $0.50 per share. On June 2, 2023, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (the “Agent”), for an at-the-market equity program under which it may sell up to $50 million of shares of the Company’s Common Stock from time to time through the Agent. The Company has no obligation to sell, and the Agent is not obligated to buy or sell, any of the Shares under the ATM Agreement and may at any time suspend offers under the ATM Agreement or terminate the ATM Agreement. The ATM Offering will terminate upon the earlier of (i) the issuance and sale of all shares of our Common Stock subject to the ATM Agreement, or (ii) the termination of the ATM Agreement as permitted therein. There is no assurance that the Company will have full access to either facility over the next twelve months. If the Company is unable to obtain sufficient funding, it could be required to delay its development efforts, limit activities and reduce research and development costs, which could adversely affect its business prospects. Because of the uncertainty in securing additional funding and the insufficient amount of cash and cash equivalents as of the financial statement filing date, management has concluded that substantial doubt exists with respect to the Company’s ability to continue as a going concern for one year from the date the unaudited condensed consolidated financial statements are issued.

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 Annual Report on Form 10-K filed with the SEC on March 31, ~~2022.~~ 2023.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 did not apply any new accounting policies during the ~~three- and~~ six-month ~~periods~~period ended June 30, ~~2022~~2023 other than those noted ~~within~~ ~~Recent Accounting Pronouncement~~~~s (included in Note 2).~~below.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, management evaluates the estimates and judgments, including those related to the selection of useful lives for tangible assets, expected future cash flows from long-lived assets to support impairment tests, the carrying value of goodwill, provisions necessary for accounts receivables and inventory write downs, provisions for legal disputes, and contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates under different assumptions and/or conditions.

Cash and cash equivalents are highly liquid investments with original maturities of three months or less. Cash and cash equivalents consist of cash on hand, deposits held on call with banks and investments in money market funds with original maturities of three months or less at the date of acquisition. As of June 30, 2023 and December 31, 2022, the Company has cash and cash equivalents which are restricted of $2.7 million and $0.8 million, respectively. The restricted cash, current is cash the Company received on behalf of other grant partners and is offset by a corresponding liability in trade and other current payables. The restricted cash, non-current is a letter of credit required by the Company’s lease agreement for the Hood Park facility in Boston, MA. The letter of credit is required for the duration of the lease agreement which has a term of eight years. The lease commenced in October 2022.

The Company reconciles cash, cash equivalents, restricted cash and restricted cash equivalents reported in the consolidated balance sheets that aggregate to the beginning and ending balances shown in the unaudited condensed consolidated statements of cash flows as follows:

The Company provides a warranty on fuel cells we sell for typically 2 years. The Company accrues a warranty reserve of 8% of the sale price of the fuel cells sold, which includes the Company’s best estimate of the projected costs to repair or replace items under warranties and recalls when identified. 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, while the remaining balance is included within Other long-term liabilities on the unaudited condensed consolidated balance sheets. Warranty expense is recorded as a component of cost of revenue in the unaudited condensed consolidated statements of operations.

The changes in the accrued warranty reserve for the three and six months ended June 30, 2023 and 2022 were as follows:

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 adopted the standard on January 1, 2023, in accordance with the adoption dates for private entities applicable to it under its emerging growth company status and the standard did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. The Company is exposed to credit losses primarily through sales of its products. The Company assesses each customer’s ability to pay and a credit loss estimate by conducting a credit review which includes consideration of established credit rating or an internal assessment of the customer’s creditworthiness based on an analysis of their payment history when a credit rating is not available. The Company monitors credit exposure through active review of customer balances. The Company’s expected loss methodology for accounts receivable is developed through consideration of factors including, but not limited to, historical collection experience, current customer credit ratings, current customer financial condition, current and future economic and market conditions, and age of the receivables. Charges related to credit losses are included in Credit loss – customer contracts and are recorded in the period that the outstanding receivables are determined to be doubtful. Account balances are written-off against the allowance when they are deemed uncollectible.

On January 9, 2023, the Company entered into a sublease agreement by and among the Company, in its capacity as sublandlord, BP Hancock LLC, a Delaware limited liability company, in its capacity as landlord, and Hughes Boston, Inc. (“Hughes”), in its capacity as subtenant. The sublease provides for the rental by Hughes of office space at 200 Clarendon Street, Boston, MA 02116. Under the terms of the sublease, Hughes subleases 6,041 square feet at an initial fixed annual rent of $0.6 million and will increase 3.0% on each anniversary of the sublease commencement date. The term of the sublease is through March 2026 (unless terminated as provided in the sublease) and the sublease commencement date was February 1, 2023. During the three and six months ended June 30, 2023, the Company recognized $0.1 million and $0.3 million, respectively, in rent income which is included as sublease income in the unaudited condensed consolidated statement of operations.

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 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 following three categories:

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 fair value measurement.

On May 25, 2022, Advent Technologies S.A (“Advent SA”) and UNI.FUND Mutual Fund (“UNIFUND”) entered into an agreement to finance Cyrus SA (“Cyrus”) with a convertible bond loan (“Bond Loan”) of ~~€1.0~~€1.0 million. As a part of this transaction, Advent SA offered ~~€0.3~~€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.

Cyrus business relates to the research and experimental development in natural sciences and mechanics, the construction of pumps and hydrogen compressors and the wholesale of compressors. Hydrogen compressors are a 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 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 the three and six months ended June 30, 2023, the Company recognized $7 thousand and $13 thousand, respectively, of interest income related to the Bond Loan within the consolidated statements of operations. The Company did not recognize any interest income related to the Bond Loan during the three and six months ended June 30, 2022.

The Company 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 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~~during the ~~agreement date of May 25, 2022 through~~three and six months ended June 30, 2023 and 2022.

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 one1 share of common stock at an exercise price of $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 (the “Private Placement Warrants”) and the 400,000 warrants, each exercisable to purchase one 1share of ~~common stock~~Common Stock at an exercise price of $11.50 per share, converted from the Sponsor’s non-interest bearing loan to the Company of $~~400,000~~0.4 million in connection with the closing of the Business Combination (the “Working Capital Warrants”) (Note ~~13)~~14). The Private Placement Warrants and the Working Capital Warrants have substantially the same terms as the ~~22,029,279~~24,399,418 warrants, each exercisable to purchase one 1share of ~~common stock~~Common Stock at an exercise price of $11.50 per share, issued by AMCI in its initial public offering (the “Public Warrants”). As of June 30, 2023, the Company had an aggregate of 1,970,139 Private Placement Warrants and Working Capital Warrants outstanding.

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~~2023 and December 31, ~~2021.~~2022.

~~As of December 31, 2021, the Company did~~ 0~~t 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 assets and liabilities for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 were as follows:

The Warrant Liability is remeasured to its fair value at each reporting period and upon settlement. The change in fair value is recognized in “Fair value change of warrant liability” on the ~~unaudited condensed~~ consolidated statements of operations.

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,~~Common Stock, we determined expected volatility based on a peer group of publicly traded companies.

The following ~~table provides~~tables provide quantitative information regarding Level 3 fair value measurement inputs as of their measurement date of June 30, ~~2022:~~2023:

The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded.

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.

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 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 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 and related disclosures.~~

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.

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 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 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~~ 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. 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 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~~ ~~per share and~~ ~~1,000,000~~ ~~shares are shares of undesignated preferred stock, par value $0.0001~~ ~~per share.~~

In connection with the execution of the Business Combination Agreement, AMCI entered into separate subscription agreements (each, a “Subscription Agreement”) with a number of investors (each a “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”), for a purchase price of $10.00~~ ~~per share and an aggregate purchase price of $65.0~~ ~~million, in a private placement pursuant to the subscription agreements (the “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” company for financial reporting purposes. See Note 1 “Basis of Presentation” in the accompanying 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 months ended June 30, 2021:

~~The number of shares of common stock issued immediately following the consummation of the Business Combination:~~

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 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~~ ~~million, of which $4.0~~ ~~million was cash and $2.0~~ ~~million was the fair value of the contingent consideration. The contingent consideration arrangement required the Company to pay $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.

~~The assets acquired and liabilities assumed at the date of acquisition were as follows (amounts in thousands):~~

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%, which was determined from the market using databases from completed transactions at a global level while the discount rate used was~~ ~~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%. 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~~ ~~million and has been included in goodwill.~~

Effective on August 31, 2021, pursuant to the previously announced Share Purchase Agreement (the “Purchase Agreement”), dated as of June 25, 2021, by and between the Company and F.E.R. fischer Edelstahlrohre GmbH, a limited liability company incorporated under the Laws of Germany (the “Seller”), the Company 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”) 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 acquired SerEnergy and FES, the fuel cell systems business of fischer Group. SerEnergy is a leading manufacturer of high-temperature polymer electrolyte membrane 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, including membrane electrode assemblies, bipolar plates and reformers.

~~As consideration for the transactions contemplated by the Purchase Agreement, the Company paid to the Seller $17.9~~ ~~million (€~~15 ~~million) in cash and on August 31, 2021, the Company issued to the Seller~~ ~~5,124,846~~ ~~shares of Common Stock of the Company (the “Share Consideration”). The Share Consideration was 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”). An additional amount of $4.4~~ million, representing cash on the balance sheet of the acquired businesses at closing, will be paid to F.E.R. fischer Edelstahlrohre GmbH to complete the acquisition of SerEnergy and FES and is included in “Other current liabilities” (Note 12).

~~The assets acquired and liabilities assumed at the date of acquisition were as follows (amounts in thousands):~~

~~The fair value of the 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 25~~W 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 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. The assembled workforce included in goodwill was valued at $~~2.4~~ ~~million applying the cost approach.~~

~~The intangible assets recognized on the acquisition of SerEnergy and FES are as follows:~~

~~Two~~ 2 groups of patents are assumed to be the most significant drivers of future cash flows. The patents relate to improvements in gaskets, bipolar plates and cooling plates for fuel cells. The fair value of patents was determined by applying the multi-period excess earnings method which is an 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.~~

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 recognized are in respect of two~~ 2 main customers of SerEnergy. The assessment of this asset was based on the total amount of order backlog attributable to these customers. The fair value was determined applying the income approach. Resulting cash flows after tax were discounted to present value by a minimal discount rate as the backlog’s timespan is less than a year.

The were 0no outstanding balances with related parties as of June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

Related ~~parties’~~party transactions are in the normal course of operations and are measured at the amount of consideration established and agreed to by the related parties.

The Company executives, Vassilios Gregoriou, Christos Kaskavelis, Emory 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~~ ~~million, which is included in administrative and selling expenses in the statement of operations for the six months ended June 30, 2021.~~

~~For the three and six months ended June 30, 2022 and 2021, changes in the allowance for credit losses were as follows:~~

Prepaid insurance expenses as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 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.

Prepaid research expenses as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 mainly relate to prepayments for expenses under the Cooperative Research and Development Agreement as discussed in Note ~~17.~~16.

Other prepaid expenses as of June 30, 2023 and December 31, 2022 mainly include prepayments for professional fees and purchases.

~~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 an amount of $5.7~~ ~~million and $2.6~~ ~~million, respectively, relating to the expenses reimbursable by the lessor.~~

As of ~~June 30, 2022 and~~ December 31, ~~2021,~~2022, the Company had goodwill of $~~30.0~~5.7 million related to the acquisitions of UltraCell, SerEnergy, and FES, which is analyzed as follows:

The Company performed a qualitative analysis for the quarter ended June 30, 2023 and determined that triggering events for two of the Company’s reporting units, UltraCell and SerEnergy / FES, had occurred which would require testing goodwill and long-lived assets, including definite-lived intangibles, for impairment.

The Company considered the triggering events related to current and expected future economic and market conditions and their impact on the Company, as well as the current revenue forecasts. Given certain market factors, the Company determined that these triggering events had occurred and would require a quantitative analysis to be performed.

As a part of the impairment assessment, the Company updated significant fair value input assumptions including revenues, margin, and capital expenditures to reflect current market conditions. Other changes in valuation assumptions included increases in interest rates and market volatility, resulting in higher discount rates.

In the second quarter of 2023, the Company updated the forecasted future cash flows of UltraCell used in the fair value measurement of the intangible assets and goodwill using a combination of market, cost and income approach methods. The Company is phasing out use of the UltraCell trade name and therefore recognized an impairment charge of $0.4 million during the period. 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 increased to 17.7% from 11.6% at the time of the acquisition of UltraCell. The Company determined that the undiscounted cash flows related to the Patented Technology was less than the current carrying value and therefore recognized an impairment charge of $3.3 million during the period. The Company determined that the fair value of the reporting unit utilizing the updated forecast was less than its current carrying value. As a result, the Company recorded a goodwill impairment charge of $0.6 million.

In the second quarter of 2023, the Company updated the forecasted future cash flows of SerEnergy and FES used in the fair value measurement of the intangible assets and goodwill using a combination of market, cost and income approach methods. The Company acquired finite-lived intangible assets, including patents, process know-how, and order backlog in conjunction with the SerEnergy and FES acquisition. The Company determined the undiscounted cash flows attributable to the IPR&D was greater than the current carrying value. As a result, the Company believes that the updated long-term forecast did not indicate impairment related to IPR&D. All other finite-lived intangible assets related to the SerEnergy and FES acquisition were previously fully amortized or impaired. The Company determined that the fair value of the reporting unit was $13.6 million utilizing the updated forecast, which was less than its current carrying value. As a result, the Company recorded a goodwill impairment charge of $5.1 million.

In the event there are further adverse changes in the Company’s projected cash flows and/or further changes in key assumptions, including but not limited to an increase in the discount rate, lower market multiples, lower revenue growth, lower margin, and/or a lower terminal growth rate, the Company may be required to record non-cash impairment charges to its intangible assets and/or long-lived assets. Such non-cash charges could have a material adverse effect on the Company’s consolidated statements of operations and balance sheets in the reporting period of the charge. The assessment is sensitive to broader market conditions, including the discount rate and market multiples, and to the Company’s estimated future cash flows.

Information regarding our intangible assets, including assets recognized from our acquisitions, as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 is as follows:

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 0tnot record any additions to indefinite-lived intangible assets induring the three and six months ended June 30, 2023 and 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~~22.9 million (net carrying amount) of amortizing intangible assets, most of which were in connection with the Company’s acquisitions of UltraCell, SerEnergy, and FES. The amortizing intangible assets consist of patents, process know-how (IPR&D), order backlogs, and software which are amortized over 10 years, 6 years, 1 year, and 5 years, respectively. In the three and six months ended June 30, 2023, the Company did not record any additions to definite-lived intangible assets. 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 UltraCell. The amortizing intangible assets consist of patents, process know-how~~~~(IPR&D)~~~~, order backlogs, and software which are amortized over~~ 10 ~~years,~~ 6 ~~years,~~ 1 ~~year, and~~ 5 ~~years respectively. The~~ amortization expense for the intangible assets for the three months ended June 30, ~~2022~~2023 and ~~2021~~2022 was $~~0.7~~0.2 million and $00.7, million, respectively. The amortization expense for the intangible assets for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022 was $~~1.4~~0.4 million and $~~0.2~~1.4 million, respectively.

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~~2023 is expected to be as follows:

~~Our~~The Company’s property, plant and equipment, net, consisted of the following:

During the three and six months ended June 30, 2023, additions to property, plant and equipment were $1.4 million and $3.9 million, respectively, primarily consisting of machines and assets related to the construction of the Hood Park facility. Additionally, on April 27, 2023, the Company entered into an agreement with ETTEL S.A. to purchase land in Kozani, Greece in the amount of €0.8 million. During the three and six months ended June 30, 2022, additions to property, plant and equipment of $1.8 million and $2.7 million, respectively, include leasehold improvements, machinery, office and other equipment and assets under construction. ~~During the three and six months ended June 30, 2021, $0.8~~ ~~million and $0.9~~ million, respectively, in additions to property and equipment 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.~~MA. 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, 2023, the Company transferred assets under construction to land, buildings and leasehold improvements. During the three and six months ended June 30, 2022, the Company did ~~not~~not transfer any assets under construction to ~~machinery and equipment.~~other asset classes.

Depreciation expense during the three months ended June 30, ~~2022~~2023 and ~~2021~~2022 was $~~0.4~~0.8 million and $~~0.1~~0.4 million, respectively. Depreciation expense during the six months ended June 30, 2023 and 2022 was $1.2 million and ~~2021 was~~ $0.8 million, respectively.

During the three months ended June 30, 2023, the Company decided to consolidate certain of its German operations with its operations in Denmark and Greece. As part of this consolidation, the Company anticipates it will dispose of equipment below its current carrying value, resulting in an impairment charge of $~~0.1~~0.3 million ~~respectively.~~during the period.

There are no collaterals or other commitments on the Company’s property, plant and equipment.

Other non-current assets as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 are mostly comprised of advances to suppliers for the acquisition of fixed assets of $~~2.4~~4.7 million and $~~2.2~~ ~~million, respectively, and guarantees paid as a security for the rental of premises of $0.2~~ ~~million and $0.2~~4.9 million, respectively.

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.~~

As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, other current liabilities consist of the following:

In connection with the Business Combination, the Company assumed 3,940,278 Private Placement Warrants issued upon AMCI’s 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~~2023 and December 31, ~~2021,~~2022, the Company had an aggregate of 1,970,139 and 4,340,278 Private Placement Warrants and Working Capital Warrants ~~outstanding.~~outstanding, respectively. 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 per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination. The Public Warrants expire five 5 years after the closing of the Business Combination or earlier upon redemption or liquidation.

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 were not 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 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, ~~2022, the~~2023, an aggregate of 1,970,139 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,~~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.

Other long-term liabilities as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 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~~1.0 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.

As of June 30, ~~2022,~~2023, the Company had authorized a total of~~111,000,000~~ 501,000,000 shares for issuance with ~~110,000,000~~500,000,000 shares designated as common stock, par value $0.0001 per share, and 1,000,000 shares designated as preferred stock, par value $0.0001 per share.

~~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~~2023 and December 31, ~~2021,~~2022, there were ~~51,631,509~~58,420,207 and ~~51,253,591~~51,717,720 shares of issued and outstanding common stock with a par value of $0.0001 per share, respectively.

On April 10, 2023, the Company entered into the Purchase Agreement with Lincoln Park, which provides that the Company has the right, but not the obligation, to sell to Lincoln Park up to $50 million worth of shares of the Company’s Common Stock (“Purchase Shares”) from time to time over the 36-month term of the Purchase Agreement. Concurrently with entering into the Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park, pursuant to which the Company agreed to register the resale of the shares of the Company’s Common Stock that have been and may be issued to Lincoln Park under the Purchase Agreement pursuant to a registration statement. The Company will control the timing and amount of any sales of Purchase Shares to Lincoln Park pursuant to the Purchase Agreement.

Under the Purchase Agreement, on any business day selected by the Company, the Company may direct Lincoln Park to purchase up to 200,000 shares of its Common Stock on such business day (or the purchase date) (a “Regular Purchase”), provided that the closing sale price of the Company’s Common Stock on the Nasdaq Stock Market (“Nasdaq”) on the applicable purchase date is not below $0.50 and subject to other adjustments. A Regular Purchase may be increased to up to (i) 250,000 shares if the closing sale price of the Company’s Common Stock on Nasdaq is not below $1.50 on the applicable purchase date; (ii) 300,000 shares if the closing sale price of the Company’s Common Stock on Nasdaq is not below $3.00 on the applicable purchase date; and (iii) 400,000 shares if the closing sale price of the Company’s common stock on Nasdaq is not below $5.00 on the applicable purchase date. The Company may direct Lincoln Park to purchase shares in Regular Purchases multiple times on the same business day, provided the Company has not failed to deliver Purchase Shares for the most recent prior Regular Purchase.

The purchase price per share for each such Regular Purchase will be equal to the lesser of (a) the lowest sale price for the Company’s Common Stock on Nasdaq on the purchase date of such shares; and (b) the average of the three lowest closing sale prices for the Company’s Common Stock on Nasdaq during the 10 consecutive business days prior to the purchase date of such shares.

In addition, the Company may also direct Lincoln Park, on any business day on which the Company has submitted a Regular Purchase notice for the maximum amount allowed for such Regular Purchase, to purchase an additional amount of the Company’s Common Stock (an “Accelerated Purchase”) of up to the lesser of (a) three times the number of shares purchased pursuant to such Regular Purchase; and (b) 30% of the aggregate shares of the Company’s Common Stock traded on Nasdaq during all or, if certain trading volume or market price thresholds specified in the Purchase Agreement are crossed on the applicable Accelerated Purchase date, the portion of the normal trading hours on the applicable Accelerated Purchase date prior to such time that any one of such thresholds is crossed (the “Accelerated Purchase Measurement Period”).

The purchase price per share for each such Accelerated Purchase will be equal to 95% of the lower of (a) the volume-weighted average price of the Company’s Common Stock on Nasdaq during the applicable Accelerated Purchase Measurement Period on the applicable Accelerated Purchase date; and (b) the closing sale price of the Company’s Common Stock on Nasdaq on the applicable Accelerated Purchase date.

The Company may also direct Lincoln Park on any business day on which an Accelerated Purchase has been completed and all of the shares to be purchased thereunder have been delivered to Lincoln Park in accordance with the Purchase Agreement, to purchase an additional amount of the Company’s Common Stock (the “Additional Accelerated Purchase”), as described in the Purchase Agreement.

In the case of Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, the purchase price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the business days used to compute the purchase price.

The Purchase Agreement prohibits the Company from directing Lincoln Park to purchase any shares of Common Stock if those shares, when aggregated with all other shares of Common Stock then beneficially owned by Lincoln Park and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder), would result in Lincoln Park and its affiliates beneficially owning more than 9.99% of the then total outstanding shares of the Company’s Common Stock.

Upon the execution of the Purchase Agreement, the Company issued 635,593 shares of Common Stock to Lincoln Park as consideration for its commitment to purchase shares of the Company’s Common Stock under the Purchase Agreement. Lincoln Park has agreed not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of the Company’s Common Stock.

The Company evaluated the contract that includes the right to require Lincoln Park to purchase additional shares of Common Stock in the future (“put right”) considering the guidance in ASC 815-40, “Derivatives and Hedging - Contracts on an Entity’s Own Equity” (“ASC 815-40”) and concluded that it is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value accounting. The Company has analyzed the terms of the put right and has concluded that it has immaterial value as of June 30, 2023.

The Company incurred costs of approximately $0.9 million related to the execution of the Purchase Agreement. Of the total costs incurred, approximately $0.6 million was paid in Common Stock to Lincoln Park as a commitment fee and $0.03 million to reimburse Lincoln Park for expenses. These transaction costs were included in other income / (expenses), net in the unaudited condensed consolidated statement of operations. Approximately $0.2 million was incurred for legal fees, which were included in administrative and selling expenses on the unaudited condensed consolidated statement of operations.

During the three months ended June 30, 2023, the Company issued and sold an aggregate of 5,393,939 shares pursuant to the Purchase Agreement and received net proceeds of $3.4 million. The Company incurred approximately $0.2 million of expenses related to the discount on the issuance of common stock to Lincoln Park, which is included in other income / (expenses), net in the unaudited condensed consolidated statement of operations.

From July 1, 2023 through the date of this filing, the Company sold an aggregate of 1,442,366 shares and received net proceeds of $1.0 million under the Purchase Agreement.

On June 2, 2023, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (the “Agent”), to create an at-the-market equity program under which it may sell up to $50 million of shares of the Company’s common stock (the “Shares”) from time to time through the Agent (the “ATM Offering”). Under the ATM Agreement, the Agent will be entitled to a commission at a fixed rate of 3.0% of the gross proceeds from each sale of Shares under the ATM Agreement.

Sales of the Shares, if any, under the ATM Agreement may be made in transactions that are deemed to be “at-the-market equity offerings” as defined in Rule 415 under the Securities Act, including sales made by means of ordinary brokers’ transactions, including on the Nasdaq Capital Market, at prevailing market prices at the time of sale or as otherwise agreed with the Agent. The Company has no obligation to sell, and the Agent is not obligated to buy or sell, any of the Shares under the Agreement and may at any time suspend offers under the Agreement or terminate the Agreement. The ATM Offering will terminate upon the termination of the ATM Agreement as permitted therein. The Shares will be issued pursuant to the Company’s previously filed Registration Statement on Form S-3 (File No. 333-271389) that was declared effective on May 2, 2023 and a prospectus supplement and accompanying prospectus relating to the ATM Offering filed with the SEC on June 2, 2023.

Deferred offering costs associated with the ATM Agreement are reclassified to additional paid in capital on a pro-rata basis when the Company completes offerings under the ATM Agreement. Any remaining deferred costs will be expensed to the statements of operations should the planned offering be terminated.

During the three months ended June 30, 2023, no shares were sold under the ATM Offering.

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

As of December 31, 2020, the Company had 22,052,077 Public Warrants outstanding. Each Public Warrant entitles the registered holder to purchase one share of common stock at a price of $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 the Business Combination or earlier upon redemption or liquidation. During the second quarter of 2021, certain warrant holders exercised their option to purchase an additional 22,798 shares at $11.50 per share. These exercises generated $262,177 additional proceeds to the Company and increased ~~our~~the Company’s shares outstanding by 22,798 shares. ~~Following these exercises, as~~During 2023, one original Private Warrant Holder sold all their Private Placement Warrants resulting in a reclassification to Public Warrants. As of June 30, ~~2022,~~2023, the Company’s Public Warrants amounted to ~~22,029,279~~24,399,418.

Once the warrants become exercisable, the Company may redeem the Public 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~~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.

The 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.

The Company’s Board of Directors and ~~shareholders~~stockholders 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 ~~common stock~~Common Stock that may be delivered in satisfaction of Awards under the Plan is 6,915,892 shares.

Pursuant to and subject to the terms of the 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 ~~common stock~~Common Stock set forth in each agreement with an exercise price equal to the market price of Company’s ~~common stock~~Common Stock at the date of grant. The Company did not grant Stock Options ~~have been granted~~ during the six months ended June 30, ~~2022 as follows:~~2023.

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

~~The~~ Stock Options are granted to each participant in connection with their employment with the Company. The Stock Options vest on a graded basis over4 four 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 recognized compensation cost of $0.7 million and $1.6 million in respect of Stock Options granted, which is included in administrative and selling expenses in the consolidated statements of operations for the three and six months ended June 30, 2023, respectively. The Company recognized compensation cost of $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~~statements of operations for the three and six months ended June 30, 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 Companyalso has ~~also~~ a policy of accounting for forfeitures when they occur.

The following table summarizes the activities for our unvested stock options for the six months ended June 30, ~~2022:~~2023:

As of June 30, ~~2022,~~2023, there was $~~9.2~~6.3 million of unrecognized compensation cost related to unvested ~~stock options.~~Stock Options. This amount is expected to be recognized over the remaining vesting period of ~~stock options.~~Stock Options.

Pursuant to and subject to the terms of the Plan the Company entered into separate Restricted Stock Units (“RSUs”) with each participant. On the grant date of 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 1share of 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 1one year and Restricted Stock Unit Agreements that vest on a graded basis over4 four years. The Company has a policy of recognizing compensation cost on a straight-line basis over the total requisite service period. The Company recognized compensation cost of $1.6 million and $3.3 million in respect of RSUs, which is included in administrative and selling expenses in the consolidated statements of operations for the three and six months ended June 30, 2023, respectively. The Company recognized compensation cost of $1.4 million and $3.4 million in respect of RSUs, which is included in administrative and selling expenses in the consolidated ~~statement~~statements of operations for the three and six months ended June 30, 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 Companyalso has ~~also~~ a policy of accounting for forfeitures when they occur.

Restricted Stock Units have been granted during the ~~six~~three months ended June 30, ~~2022~~2023 are as follows:

The following table summarizes the activities for our unvested RSUs for the six months ended June 30, ~~2022:~~2023:

As of June 30, ~~2022,~~2023, there was $~~18.3~~11.7 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.

As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, Advent recognized contract assets of $~~1.0~~0.1 million and $~~1.6~~0.1 million, respectively, on the consolidated balance sheets.

As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, Advent recognized contract liabilities of $~~0.9~~1.0 million and $~~1.1~~1.0 million, respectively, in the consolidated balance sheets. During the six months ended June 30, ~~2022,~~2023, the Company recognized the amount of $0.1 million in revenues.

~~The aggregate amount of the 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.~~

In August 2020, the Company entered into a Cooperative Research and Development Agreement (“CRADA”) with Triad National Security, LLC (“TRIAD”), Alliance 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~~were capitalized and amortized on a straight-line basis over the original life of the contract. The Company has completed its obligation to contribute $1.2 million in cash under this agreement. In-kind contributions are expensed as incurred. To date, the Company has not recognized any revenue from the CRADA. In December 2022, the term of the agreement was extended until March 3, 2024.

For the three and six months ended June 30, 2023, an amount of $0.5 million and $1.3 million has been recognized in research and development expenses on the consolidated statements of operations, respectively. For the three and six months ended June 30, 2022, 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~~ 0~~t recognize any expenses related to the CRADA in the three and six months ended June 30, 2021.~~

~~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 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.

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.

During the three and six months ended June 30, 2023, the Company recorded income tax provisions of $4 thousand and $0.8 million, respectively, mainly related to the Company’s recoverability assessment of research and development tax credits in Denmark. During the three and six months ended June 30, 2022, the Company recorded income tax benefits of $0.4 million and $1.1 million, mainly related to net operating loss carryforwards in Denmark that resulted in a deferred tax asset. As of June 30, 2023 and December 31, 2022, the Company provided a valuation allowance to offset the deferred tax asset related to the net operating loss carryforwards in Denmark.

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.

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~~2023 and ~~2021:~~2022:

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, ~~2022.~~2023, that is considered probable or reasonably possible, with the following exception:

On June 7, 2023, the Company was served a Request for Arbitration from F.E.R. fischer Edelstahlrohre GmbH (“F.E.R.”), pursuant to the arbitration provisions of the Share Purchase Agreement dated June 25, 2021 whereby the Company acquired Serenergy and FES, which acquisition closed on August 31, 2021. The arbitration will be held in Frankfurt am Main, Germany in accordance with the Arbitration Rules of the German Arbitration Institute. F.E.R. is asserting that it is due approximately 4.5 million euro based on the cap and corresponding value of the share consideration at the date of closing. The Company believes that the claim is without merit and intends to defend itself vigorously in these proceedings; although we cannot accurately predict the ultimate outcome of this matter.

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~~2023 and December 31, ~~2021, issued~~2022, no letters of guarantee ~~amount to $0.1~~ ~~million and $2.7~~ ~~million, respectively.~~were outstanding.

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.

In 2022, the Company entered into a supply agreement by and among the Company, in its capacity as Customer, and De Nora Deutschland GmbH (“De Nora”), in its capacity as Seller. The supply agreement provides for the purchase by the Company of 3,236 (Minimum Quantity) of electrodes from De Nora during the contract duration from May 3, 2022 until June 24, 2023. As of June 30, 2023, the Company has no remaining obligations under this agreement.

In 2022, the Company entered into a supply agreement by and among the Company, in its capacity as Customer, and Shin-Etsu Polymer Singapore Pte, Ltd (“Shin-Etsu”), in its capacity as Seller. The supply agreement provides for the purchase by the Company of 318,400 pieces (Minimum Quantity) of bipolar plates from Shin-Etsu during the contract duration from June 1, 2022 until June 30, 2024. In May 2023, the Company amended the supply agreement with Shin-Etsu to reduce the Minimum Quantity of bipolar plates to 75,400 pieces.

The following table summarizes our contractual obligations as of June 30, ~~2022:~~2023:

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. 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 $0.5~~ ~~million. The term of the lease is for~~ 5 ~~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 $0.1~~ ~~million which is included in Other non-current 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 $1.5~~ ~~million. The lease has a term of~~ ~~8.5~~ ~~eight years and five months, with an option to extend for~~ 5 ~~five years, and is expected to commence in October 2022. The Company is obliged to provide security in the form of a security deposit in the amount of $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 Advent Green Energy Philippines, Inc. have in place rental agreements for the lease of office and factory spaces.

~~During the three and six months ended June 30, 2022, the Company recorded lease expenses of $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 minimum lease payments under operating leases expiring subsequent to June 30, 2022, are summarized as follows (amounts in thousands):~~

Net loss per share is computed by dividing net loss by the weighted-average number of shares of ~~common stock~~Common Stock outstanding during the year.

The following table sets forth the computation of the basic and diluted net loss per share for the three and six months ended June 30, ~~2022~~2023 and ~~2021:~~2022:

Basic net loss per share is computed by dividing net loss for the periods presented by the weighted-average number of ~~common~~ shares of Common Stock outstanding during these periods.

Diluted net loss per share is computed by dividing the net loss, by the weighted average number of ~~common~~ shares of Common Stock outstanding for the periods, adjusted for the dilutive effect of shares of ~~common stock~~Common Stock equivalents resulting from the assumed exercise of the Public Warrants, Private Placements Warrants, Working Capital Warrants, Stock Options and ~~Restricted Stock Units.~~RSUs. The treasury stock method was used to calculate the potential dilutive effect of these ~~common stock~~Common Stock equivalents.

As the Company incurred losses for the three and six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, the effect of including any potential ~~common~~ shares of Common Stock in the denominator of diluted per-share computations would have been anti-dilutive; therefore, basic and diluted losses per share are the same.

OnDuring the three months ended June ~~16, 2022,~~30, 2023, the Company ~~announced the receipt~~decided to consolidate certain of ~~a notification from the Greek State informing~~its German operations with its operations in Denmark and Greece. In July 2023, the Company ~~that~~initiated 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~~process to communicate its plan to affected employees in ~~2022. On July 15, 2022,~~Germany and to relocate certain equipment to either Denmark or Greece. The affected employees will continue to provide service through their termination dates, and as a result, the Company received official ratification from the European Commission of the EU. The Green HiPo project is designed to bring the development, design, and manufacture of HT-PEM fuel cells and electrolysers for the production of power and green hydrogen to the Western Macedonia region of Greece.

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, ~~2021,~~2022, as filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2023 (“2022 ~~(“2021~~ Annual Report”).

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 ~~2021~~2022 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 2022 and 2021 items and year-over-year comparisons between 2022 and 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, 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; 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 offerings are ~~full~~complete 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.

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, along with a research and development and manufacturing facility, in Boston, ~~Massachusetts,~~Massachusetts; a product development facility in Livermore, ~~California, and~~California; production facilities in Greece, Denmark, ~~Germany~~ and ~~Philippines. In 2022, Advent anticipates opening its new research~~Germany; and ~~development~~sales and ~~manufacturing facility at Hood Park~~warehousing facilities in ~~Charlestown, Massachusetts.~~the Philippines.

The majority of Advent’s current revenue derives from the sale and servicing 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.applications. Advent has also secured grant funding for a range of projects from research agencies and other organizations. Advent expects to continue to be eligible for grant funding based on its product development activities over the foreseeable future.

On February 4, 2021 (“Closing”), AMCI Acquisition Corp. (“AMCI”), consummated the business combination (the “Business Combination”) pursuant to On October 12, 2020, the Merger Agreement with Advent Technologies, Inc. (“Legacy Advent”) ~~entered into the Merger Agreement with~~, 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”),~~solely in ~~its~~the capacity as ~~Purchaser Representative (the “Purchaser Representative”)~~the representative from and after the effective time of the Business Combination for the stockholders of AMCI, and Vassilios Gregoriou, in the capacity as Seller Representative, ~~(the “Seller Representative”),~~ pursuant to which ~~effective February 4, 2021 (the “Closing”),~~ Merger Sub merged with and into Legacy ~~Advent.,~~Advent, with Legacy Advent surviving the Merger as a wholly-owned subsidiary of 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 ~~company’s~~Company’s current and future periodic reports filed with the SEC.

While the legal acquirer in the Merger Agreement is AMCI, for financial accounting and reporting purposes under GAAP, we have determined that Advent Technologies, Inc. is the accounting acquirer and the Business Combination ~~will be~~was 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”).~~

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:

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.AMCI.

In February 2021, Advent entered into a Membership Interest Purchase Agreement with Bren-Tronics, Inc. (“Bren-Tronics”) and UltraCell, LLC (“UltraCell”), a Delaware limited liability company and a direct wholly owned subsidiary of Bren-Tronics. UltraCell LLC was renamed to Advent Technologies LLC following its acquisition by Advent.

In June 2021, Advent entered into a Share Purchase Agreement, with F.E.R. fischer Edelstahlrohre GmbH, a limited liability company incorporated under the Laws of Germany (the “Seller”) to acquire 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. SerEnergy and FES were renamed to Advent Technologies A/S and Advent Technologies GmbH, respectively, following their acquisition by the Company on August 31, 2021.

~~Share~~ Purchase Agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”)

On April 10, 2023, Advent entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park, which provides that, upon the terms and subject to the conditions and limitations set forth therein, Advent has the right, but not the obligation, to sell to Lincoln Park up to $50 million worth of shares of our common stock, par value $0.0001 (the “Common Stock”), from time to time over the 36 month term of the Purchase Agreement. Concurrently with entering into the Purchase Agreement, Advent also entered into a registration rights agreement with Lincoln Park, pursuant to which we agreed to register the resale of the shares of our Common Stock that have been and may be issued to Lincoln Park under the Purchase Agreement pursuant to a registration statement. Upon the execution of the Purchase Agreement, we issued 635,593 shares of Common Stock to Lincoln Park as consideration for its commitment to purchase shares of our Common Stock under the Purchase Agreement. Lincoln Park has agreed not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of our Common Stock.

On ~~August 31, 2021, pursuant to the Share Purchase~~June 2, 2023, Advent entered into an At The Market Offering Agreement (the ~~“Purchase~~“ATM Agreement”) with H.C. Wainwright & Co., ~~dated~~LLC, as sales agent (the “Agent”), to create an at-the-market equity program under which it may sell up to $50 million of ~~June 25, 2021, by and between Advent Technologies Holdings, Inc.~~shares of Advent’s Common Stock from time to time through the Agent (the ~~“Company” or~~“ATM Offering”). Under the ~~“Buyer”) and F.E.R. fischer Edelstahlrohre GmbH,~~ATM Agreement, the Agent will be entitled to a ~~limited liability company incorporated~~commission at a fixed rate of 3.0% of the gross proceeds from each sale of shares under the Laws of Germany (the “Seller”), the Company 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.ATM Agreement.

~~Pursuant~~Sales of Common Stock, if any, under the ATM Agreement may be made in transactions that are deemed to be “at-the-market equity offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made by means of ordinary brokers’ transactions, including on the Nasdaq Capital Market, at prevailing market prices at the time of sale or as otherwise agreed with the Agent. Advent has no obligation to sell, and the Agent is not obligated to buy or sell, any of the Common Stock under the Agreement and may at any time suspend offers under the Agreement or terminate the Agreement. The ATM Offering will terminate upon the termination of the ATM Agreement as permitted therein.

Common Stock will be issued pursuant to Advent’s previously filed Registration Statement on Form S-3 (File No. 333-271389) that was declared effective on May 2, 2023 and a prospectus supplement and accompanying prospectus relating to the ~~Purchase Agreement,~~ATM Offering filed with the ~~Company acquired SerEnergy~~Securities and ~~FES, the fuel cell systems business of fischer Group. SerEnergy is a leading manufacturer of methanol-powered high-temperature polymer electrolyte membrane~~Exchange Commission (“~~HT-PEM”~~SEC”) 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 agreed to lease that respective portion of the facility at the closing of the Acquisition.~~June 2, 2023.

On June 16, 2022, Advent announced the receipt of a notification from the Greek State informing ~~the Company~~Advent that the ~~IPCE~~IPCEI Green HiPo was submitted for ratification by the EU for funding of €782.1 million, spread over ~~the next~~ six ~~years commencing in 2022.~~years. On July 15, 2022, Advent received official ratification from the European Commission ~~(the “Commission”)~~ of the EU. The Green HiPo project is designed to bring the development, design, and manufacture of HT-PEM fuel cells and electrolysers for the production of power and green hydrogen to the Western Macedonia region of Greece.

New Hood Park Research and Development (“R&D”) and Production Facility

In March 2023, Advent announced that it had opened its new R&D and manufacturing facility at Hood Park in Boston, Massachusetts. Located at the heart of one of Boston’s newest innovation and R&D communities, the state-of-the-art Hood Park facility will enable Advent to scale-up and deliver on the increasing global demand for electrochemical components in the clean energy sector by including state-of-the-art coating machines to support the seamless transition from prototypes to production runs for advanced membranes and electrodes; a complete analytical facility dedicated to quality control, performance analysis, and improving product lifetime; fuel cell and water electrolysis test stations for statistical process control and development of next-generation MEA materials, and, a mechanical engineering lab for developing automated assembly processes for MEAs. One of the products to be manufactured at Hood Park is the ion-pair Advent MEA which is currently being developed within the framework of L’Innovator, Advent’s joint development program with the U.S. Department of Energy. Advent intends that its proprietary fuel cell products such as Serene and Honey Badger 50™ will use the ion-pair Advent MEAs beginning in 2024.

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 gain momentum. This group of leading scientists and engineers is working 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.

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:

~~Following~~On March 23, 2023, Hyundai announced a successful technology assessment with Advent and following its success, Advent and Hyundai entered into a Joint Development Agreement (“JDA”). Under the ~~completion of the first phase of the project,~~agreement, Hyundai and Advent will ~~collaborate~~work together to further develop HMC-Advent Ion Pair™ MEA, establish commercial criteria for MEA supply, and evaluate Advent’s advanced fuel cell technology for Hyundai’s heavy-duty and/or stationary application. Additionally, the parties will introduce advanced cooling technologies for mobility HT-PEM fuel cell stacks. Advent will work 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~~Hyundai evaluates these stack cooling ~~technology.~~technologies and ensure optimal performance under different operating conditions.

This partnership builds upon a commitment from both companies to develop sustainable energy solutions for carbon-intensive applications. Hyundai aims to accelerate the establishment of a hydrogen-based society based on its vision, Progress for Humanity, and this JDA aligns with that vision. The synergy generated by combining the two companies’ advanced technology in this JDA is expected to revolutionize the global MEA market by providing significant improvement in lifetime and an increase in power density versus current HT-PEM MEAs.

~~Technology Assessment Agreement for Automotives~~BASF Environmental Catalyst and Metal Solutions (“BASF”)

On May 9, ~~2022,~~2023, Advent ~~announced the signing of~~and BASF, a ~~second technology assessment agreement with another large~~ global ~~automotive manufacturer. With a common goal of sustainability~~leader in precious metals 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:

One of the primary objectives will be 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 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 tested by Neptune Lines’ highly experienced team, who will evaluate its performance as a sustainable source of power generation. After the evaluation stage, the parties will consider a broader collaboration.

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 a new agreement to join efforts in building a closed loop component supply chain for fuel cells and enter discussions to extend the ~~MoU, Laskaridis Shipping~~partnership into the field of water electrolysis. For 20 years, BASF has been a leader in membrane and MEA technology for HT-PEM fuel cells with a strong foundation in precious metal services and catalysis. HT-PEM fuel cells operate at 120 to 180°C, offer a broad operating window and tolerate impurities in the hydrogen fuel source. The fuel cells also enable simplified cooling and need no humidification. Advent ~~have agreed to jointly conduct a pilot program, under which Advent~~offers competitive fuel cell systems for stationary and portable applications based on methanol and on-site reforming. In the future, HT-PEM fuel cells 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 successful completion~~also be available for heavy duty mobility and marine power. The scope of the ~~pilot program, Laskaridis Shipping~~agreement includes BASF’s role in scaling up MEA production at Advent’s planned state-of-the-art manufacturing facility in Western Macedonia, Greece, while offering Advent its full portfolio of products and services to enable circularity in key materials. Both companies will cooperate on BASF’s latest membrane development, Celtec®-Z, and the new Ion Pair™ MEA by Advent, ~~will collaborate on manufacturing~~aiming for improved performance, lifetime and ~~testing the next generation of Advent’s fuel cells.~~cost competitiveness.

Advent and ~~BASF New Business GmbH (“BASF”)~~Safran Power Units Sign MoU to Advance HT-PEM Fuel Cell Technology for the Aerospace Sector

On May 31, 2023, Advent signed a ~~Memorandum~~memorandum of ~~Understanding~~understanding (“MoU”) with Safran Power Units, a leader in auxiliary power systems and turbojet engines. Leveraging Advent’s proprietary Ion Pair™ MEA technology, and Safran Power Units’ knowledge and capabilities in aerospace, this new collaboration seeks to advance the development of next-generation HT-PEM fuel cell technology, specifically for the aerospace sector.

HT-PEM enables more efficient heat management versus low temperature-PEM (“LT-PEM”). HT-PEM is more adapted for applications requiring high amounts of power combined with strong integration constraints such as aviation. HT-PEM is also more robust and can withstand tougher operating conditions, such as extreme temperatures and pollution, versus LT-PEM.

As part of the MoU, Advent and Safran Power Units are exploring a joint development agreement for the advancement of HT-PEM fuel cells in aviation and for enhancing Advent’s supply capability.

On ~~December 13, 2021, it was~~February 9, 2023, we announced ~~that~~a new maritime collaboration with Siemens, a globally renowned energy technology company, offering sustainable solutions across the ~~MoU aims~~entire energy value chain. Advent and Siemens will work together to develop ~~and increase the manufacturing scale of advanced~~a 50kW–500kW maritime fuel cell ~~membranes designed~~solution for ~~long-term operations under extreme conditions. BASF intends to improve the long-term stability~~a range of ~~its Celtec® membrane~~superyachts, which will provide a sustainable and ~~to increase production capacity with advanced technical capabilities to enable further~~reliable source of auxiliary power and offer improved ~~and competitive Advent~~power density. This maritime fuel cell ~~systems~~solution is initially expected to be used as a hybrid power source, enabling clean electricity generation instead of using conventional diesel engines and ~~MEAs. Under~~generators for procedures such as anchoring and maneuvering. As part of the agreement, Siemens has placed an initial order for twenty of Advent’s methanol-powered Serene fuel cell systems. Following the completion of this project, the two ~~companies~~parties will explore the ~~implementation~~potential of ~~high-volume manufacturing~~developing similar solutions for a wider range of business applications beyond maritime, such as industrial power solutions.

On January 10, 2023, Advent announced that it will collaborate with Alfa Laval, a global provider of heat transfer, separation, and fluid handling products, on a project to explore applications of Advent’s methanol-powered HT-PEM fuel cells in the ~~Celtec® membranes, utilize~~marine industry.

Funded by the Danish Energy Technology Development and Demonstration Program (“EUDP”), the project is a joint effort between Advent, Alfa Laval and a group of Danish shipowners. The project will focus on testing Advent’s methanol-powered HT-PEM fuel cells as a source of marine auxiliary power. During the course of the project, the fuel cell system will undergo a risk assessment by a leading international classification society.

At the same time, the project aims to integrate the next generation of Advent’s fuel ~~cell stack and system testing facilities to assess and qualify~~cells. These fuel cells will be based on Advent’s next-generation membrane electrode assembly, which is currently being developed within 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 realizationframework 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 ion-pair membrane developed in collaboration by Advent andL’Innovator, Advent’s joint development program with the U.S. Department of Energy. ~~Advent has substantial experience in~~Aiming to meet the development of 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 theever-growing power requirements of ~~its customers~~the maritime industry, Advent’s next-generation fuel cells are expected to demonstrate a significant increase in lifetime, efficiency, 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 separation and fuel cells. BASF is constantly improving the quality, robustness and performance of its products to support growth in fuel cell systems applications.electrical output.

~~Advent Launches New Product Line, M-ZERØ™ Fuel Cells, to Significantly cut Methane Emissions in North America~~

The Advent M-ZERØ™ products, designed specifically to generate power in remote environments, will offer the ability to drop methane emissions to effectively zero where they replace methane polluting pneumatic injection technology. M-ZERØ™ will initially be deployed mainly in Canada and the United States with the ultimate goal of providing remote power to up to 185,000 oil and gas wellheads.

On March 31, 2021, we announced that ~~UltraCell’s~~Advent’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~~The Company believes Advent’s Honey Badger ~~50”~~50™ (“HB50”) 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.

~~UltraCell Purchase Agreement~~Launch of the Honey Badger 50™ Fuel Cell System

On ~~February 18, 2021, Advent Technologies, Inc., entered into~~August 4, 2022, we announced the launch of our HB50 power system, a ~~Membership Interest Purchase Agreement (the “MI Purchase Agreement”)~~compact portable fuel cell system and quiet power supply for use in off-grid field applications such as military and rescue operations. The launch of Advent’s portable power system coincided with ~~Bren-Tronics, Inc. (“Bren-Tronics”)~~Advent’s fulfilment of its first shipment order from the U.S. Department of Defense. The HB50 power system can be fueled by biodegradable methanol, allowing near silent generation of up to 50W of continuous power with clean emissions. Designed for covert operations, HB50 can easily power radio and ~~UltraCell, LLC,~~satellite communications gear, remote fixed and mobile surveillance systems, and laptop computers along with more general battery charging needs. HB50 is a ~~Delaware limited liability company and~~unique technology that can provide 65% of weight savings versus batteries over a direct wholly owned subsidiary of Bren-Tronics (“UltraCell”). 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,typical 72-hour mission. The weight savings benefit increases further for $4.0 million and a maximum of $6.0 million upon achievement of certain milestones. Advent also assumed the terms of Bren-Tronics lease for property used in UltraCell’s operations in Livermore, California.longer missions.

~~Leases~~HB50’s unique design allows it to be used in soldier-worn configurations or operated inside a portable backpack or vehicle while charging batteries and powering soldier systems, while its thermal features allow it to operate within an ambient temperature range of -20°C to +55°C. Aside from its optimized compatibility with Integrated Visual Augmentation System (“IVAS”), HB50 can also power devices such as high frequency radios like the model 117G, as well as B-GAN and StarLink terminals. HB50’s durability allows it to be easily deployed in challenging conditions and climates while supporting mission mobility for three to seven days without the need to re-supply.

~~On February 5, 2021,~~Since Honey Badger’s fuel cell technology can run on hydrogen or liquid fuels, the ~~Company entered into~~system can operate at 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. 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 termsfraction of the ~~lease,~~weight of traditional military-grade batteries to meet the ~~Company leases 6,041 square feet at an initial fixed annual rent~~U.S. Department of ~~$0.5 million. The term~~Defense’s continuously evolving needs for ‘on-the-go’ electronics needs. As military adoption and use of IVAS equipment continues to evolve, the ~~lease is for five years (unless terminated as provided in the lease). The Company provided security in the form of~~highly portable lightweight power solutions like Honey Badger and HB50 will become a ~~security deposit in the amount of $0.1 million.~~mission critical necessity.

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 $1.5 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 2022. The Company provided security in the form of a security deposit in the amount of $0.8 million, upon 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 lessor has granted the lessee an option right to extend the lease by another five years at the terms and conditions of the lease agreement (option term). The option right must be exercised by written declaration of the 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 provided security in the form of a parent guarantee for a maximum amount of €30,000.

~~Advent’s results of operations and statements of assets and liabilities may not be comparable between periods as a result of the Business Combination.~~

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.

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, ~~2022,~~2023, 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.

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~~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~~Ion Pair™ 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~~Ion Pair™ MEA will be an important factor in delivering the required improvement in cost/kw performance to Advent’s customers.

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

Revenues consist of sales of goods (MEAs, membranes, fuel cell stacks, fuel cell systems and electrodes). and servicing of those systems, as well as engineering fees. 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.~~time.

Cost of revenues consists of consumables, raw materials, processing costs and direct labor costs associated with the assembly, manufacturing, and ~~manufacture~~servicing of MEAs, membranes, fuel cell stacks and systems, and electrodes. Advent expects cost of revenues to increase substantially in line with increased production. Advent recognizes cost of revenues in the period that revenues are recognized.

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.

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 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~~we invest in fixed assets in support of the scale-up of the business.

~~Other income / (expenses) consist~~Intangible assets of ~~additional de minimis incidental income / (expenses) incurred by~~$4.7 million recognized on the ~~business. These income / (expenses) are expected~~acquisition of UltraCell were the Trade Name “UltraCell” ($0.4 million) and Patented Technology ($4.3 million). The Trade Name has an indefinite useful life while the Patented Technology has a useful life of 10 years, for which amortization expense of $0.1 million and $0.1 million was recognized for the three months ended June 30, 2023 and 2022, respectively. Amortization expense of $0.2 million and $0.2 million was recognized for the six months ended June 30, 2023 and 2022, respectively.

Intangible assets of $19.8 million recognized on the acquisition of SerEnergy and FES were Patents amounting to ~~remain at~~$16.9 million, Process know-how (IPR&D) amounting to $2.6 million, and Order backlog amounting to $0.3 million. The Patents have a ~~de minimis level~~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 $0.1 million and $0.6 million was recognized in relation to these intangibles for the three months ended June 30, 2023 and 2022, respectively. Amortization expense of $0.2 million and $1.2 million was recognized in relation to these intangibles for the six months ended June 30, 2023 and 2022, respectively. The reduction in amortization expense is due to significant impairment charges that were recognized in the ~~future.~~fourth quarter of 2022 and second quarter of 2023.

We recognized impairment losses in the second quarter of 2023, primarily related to goodwill and other intangible assets from the UltraCell and SerEnergy and FES acquisitions. Refer to “Critical Accounting Policies and Estimates” disclosure for further details.

~~Change~~The change in fair value of warrant liability amounting to $0.1 million and $0.5 million for the three and six months ended June 30, 2023, respectively, represents the change in fair value of the Private Placement Warrants and Working Capital Warrants. The change in fair value of warrant liability amounting to $(0.2) million and $8.2 million for the three and six months ended June 30, 2022, respectively, represents the change in fair value of the Private Placement Warrants and Working Capital 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, respectively, represents the change in fair value of the Private Placement Warrants and Working Capital Warrants.

Finance income / (expenses) consist mainly of bank and interest charges. ~~Finance 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) consists of foreign exchange gains or losses on transactions denominated in foreign currencies and on translation of monetary items denominated in foreign currencies. As ~~the Company~~Advent scales up, ~~its~~our foreign exchange exposure is likely to increase given its revenues are denominated in both euros and dollars, and a portion of ~~the Company’s~~our costs are denominated in ~~euros.~~euros and Danish krone.

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, for which amortization expense of $0.1 million and $0.1 million has been recognized for the periods forDuring 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~~2023, we recorded income tax provisions of $4 thousand and ~~from the acquisition date~~$0.8 million, respectively, mainly related to management’s recoverability assessment of ~~UltraCell to June 30, 2021, respectively.~~

~~The intangible assets of $19.8 million recognized on the acquisition of SerEnergy~~research 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 recognizeddevelopment tax credits in ~~relation to these intangibles for~~Denmark. During the three and six months ended June 30, 2022, ~~respectively. There was no amortization expense recognized~~we recorded income tax benefits of $0.4 million and $1.1 million, respectively, mainly related to net operating loss carryforwards in ~~relation to these intangibles for the three and six months ended~~Denmark that resulted in a deferred tax asset. As of June 30, ~~2021.~~2023 and December 31, 2022, we provided a valuation allowance to offset the deferred tax asset related to the net operating loss carryforwards in Denmark.

Comparison of the Three Months Ended June 30, ~~2022~~2023 to Three Months Ended June 30, ~~2021~~2022

The following table sets forth a summary of our consolidated results of operations for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, and the changes between periods.

Our total revenue ~~increased~~from product sales decreased by approximately ~~$1.2~~$1.1 million from ~~approximately $1.0 million in the three months ended June 30, 2021 to~~ approximately $2.2 million in the three months ended June 30, ~~2022.~~2022 to approximately $1.1 million in the three months ended June 30, 2023. The ~~increase~~decrease was driven by a decline in ~~revenue was related to revenue from SerEnergy~~volume of fuel cell systems 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.components in the three months ended June 30, 2023.

Cost of revenues ~~increased~~decreased by approximately ~~$1.6~~$0.4 million from ~~approximately $0.7 million in the three months ended June 30, 2021 to~~ approximately $2.3 million in the three months ended June 30, ~~2022.~~2022 to approximately $1.9 million in the three months ended June 30, 2023. The ~~increase~~decrease in cost of revenues was related to the requirement for increased production of MEAs and fuel cell systems to satisfy customer demand, as well as, cost of revenues attributed to SerEnergy’s and FES’s operations. We also faced supply chain cost pressuredecrease in revenue during the ~~three months ended June 30, 2022.~~period.

~~Gross profit / (loss), which is revenue, net minus the cost of 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.~~

Research and development expenses were approximately $2.9 million and $2.6 million in the three months ended June 30, 2023 and 2022, respectively, primarily related to internal research and development costs, as well as ~~the Company’s~~our cooperative research and development agreement with the U.S. Department of Energy. ~~Research and development expenses were approximately $0.6 million in the three months ended June 30, 2021.~~

Administrative and selling expenses were approximately $8.3 million in the three months ended June 30, 2023, and $8.0 million in the three months ended June 30, ~~2022, and $6.6 million~~2022. The increase was primarily due to expenses related to the operation of the new Hood Park facility in the three months ended June 30, ~~2021. The increase was~~2023.

We recognized impairment losses of $9.8 million in the second quarter of 2023, primarily ~~due~~related to ~~increased staffing~~goodwill and ~~costs resulting~~other intangible assets from the ~~acquisitions of~~UltraCell and SerEnergy and ~~fischer eco solutions~~FES acquisitions. Refer to “Critical Accounting Policies and ~~from stock-based compensation expenses amount to $2.2 million~~Estimates” disclosure for ~~the three months ended June 30, 2022 compared to $0.7 million for the three months ended June 30, 2021.~~further details.

The change in fair value of warrant liability amounting to ~~$(0.2)~~$0.1 million and ~~$3.6~~$(0.2) million was due to the change in fair value of the Private Placement Warrants and Working Capital Warrants for the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

Other income / (expenses) of $(0.8) million for the three months ended June 30, 2023 primarily relate to the Lincoln Park Purchase Agreement. Approximately $0.6 million was paid in Common Stock to Lincoln Park as a commitment fee and $0.03 million to reimburse Lincoln Park for expenses.

Comparison of the Six Months Ended June 30, ~~2022~~2023 to Six Months Ended June 30, ~~2021~~2022

The following table sets forth a summary of our consolidated results of operations for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, and the changes between periods.

Our total revenue from product sales ~~increased~~decreased by approximately ~~$1.0~~$1.4 million from ~~approximately $2.5 million in the six months ended June 30, 2021 to~~ approximately $3.5 million in the six months ended June 30, ~~2022.~~2022 to approximately $2.1 million in the six months ended June 30, 2023. The ~~increase~~decrease was driven by a decline in ~~revenue was related to revenue from SerEnergy~~volume of fuel cell systems 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.components in the six months ended June 30, 2023.

Cost of revenues ~~increased~~decreased by approximately ~~$2.8~~$0.4 million from ~~approximately $1.0 million in the six months ended June 30, 2021 to~~ approximately $3.8 million in the six months ended June 30, ~~2022.~~2022 to approximately $3.4 million in the six months ended June 30, 2023. The ~~increase~~decrease in cost of revenues was related to the requirement for increased production of MEAs and fuel cell systems to satisfy customer demand, as well as, cost of revenues attributed to SerEnergy’s and FES’s operations. We also faced supply chain cost pressuredecrease in revenue during the ~~six months ended June 30, 2022.~~

~~Gross profit / (loss), which is revenue, net minus the cost of 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.~~period.

Research and development expenses were approximately $6.0 million and $4.8 million in the six months ended June 30, 2023 and 2022, respectively, primarily related to internal research and development costs, as well as ~~the Company’s~~our cooperative research and development agreement with the U.S. Department of Energy. ~~Research and development expenses were approximately $0.7 million in the six months ended June 30, 2021.~~

Administrative and selling expenses were approximately $16.8 million in the six months ended June 30, 2023, and $18.5 million in the six months ended June 30, 2022. The decrease was primarily due to administrative cost reductions implemented throughout 2022 and ~~$14.5 million~~a reduction in directors and officers insurance expense in the six months ended June 30, ~~2021. The increase was~~2023.

We recognized impairment losses of $9.8 million in the second quarter of 2023, primarily ~~due~~related to goodwill and other intangible assets from the ~~increased personnel, the recognition of stock-based compensation expense amounting~~UltraCell and SerEnergy and FES acquisitions. Refer to ~~$5.1 million~~Critical Accounting Policies and Estimates disclosure for ~~the six months ended June 30, 2022 compared to $0.7 million for the six months ended June 30, 2021, and costs of the SerEnergy/FES businesses post-acquisition.~~further details.

The change in fair value of warrant liability amounting to ~~$8.2~~$0.5 million and ~~$13.4~~$8.2 million was due to the change in fair value of the Private Placement Warrants and Working Capital Warrants for the six months ended June 30, ~~2022~~2023 and ~~for the period February 4, 2021 to June 30, 2021,~~2022, respectively.

Other income / (expenses) of $(0.8) million for the six months ended June 30, 2023 primarily relate to the Lincoln Park Purchase Agreement. Approximately $0.6 million was paid in Common Stock to Lincoln Park as a commitment fee and $0.03 million to reimburse Lincoln Park for expenses.

AsIn accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date that the unaudited condensed consolidated financial statements are issued. The Company’s ability to meet its liquidity needs will largely depend on its ability to generate cash in the future. During the six months ended June 30, 2023, the Company used $18.9 million of ~~this~~cash in operating activities, and the Company’s ability to generate cash in the future is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond the Company’s control. The transition to profitability is dependent upon the successful development, approval, and commercialization of its products and the achievement of a revenue level adequate to support its cost structure. Based on the Company’s current operating plan, the Company believes that its cash and cash equivalents as of June 30, 2023 of $10.1 million

will not be sufficient to fund operations and capital expenditures for the twelve months following the filing of ~~the~~this Quarterly Report on Form 10-Q, ~~Advent’s existing cash resources~~ and ~~projected cash flows are anticipated~~the Company will need to ~~be sufficient to support planned operations~~obtain additional funding. In July 2022, the Company received official ratification from the European Commission of the European Union for one of the Important Projects of Common European Interest (“IPCEI”), Green HiPo. This project provides for the availability of funding of €782.1 million over the next ~~12 months after~~six years. As of the issuance date ~~hereof. This~~of the unaudited condensed consolidated financial statements, the Company has not received an agreement which provides the terms of the funding. In addition, on April 10, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), which provides that the Company has the right, but not the obligation, to sell to Lincoln Park up to $50 million worth of shares of the Company’s Common Stock, from time to time over the 36 month term of the Purchase Agreement. Concurrently with entering into the Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park, pursuant to which the Company agreed to register the resale of the shares of the Company’s Common Stock that have been and may be issued to Lincoln Park under the Purchase Agreement pursuant to a registration statement (the “Registration Statement”). The Registration Statement was filed on April 21, 2023 and declared effective on May 2, 2023. Per the terms of the Purchase Agreement, the Company will be unable to sell shares of the Company’s Common Stock to Lincoln Park if the sale price falls below $0.50 per share. On June 2, 2023, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (the “Agent”), for an at-the-market equity program under which it may sell up to $50 million of shares of the Company’s Common Stock from time to time through the Agent. The Company has no obligation to sell, and the Agent is ~~based on~~not obligated to buy or sell, any of the shares under the ATM Agreement and may at any time suspend offers under the ATM Agreement or terminate the ATM Agreement. The ATM Offering will terminate upon the earlier of (i) the issuance and sale of all shares of our Common Stock subject to the ATM Agreement, or (ii) the termination of the ATM Agreement as permitted therein. There is no assurance that the Company will have full access to either facility over the next twelve months. If the Company is unable to obtain sufficient funding, it could be required to delay its development efforts, limit activities and reduce research and development costs, which could adversely affect its business prospects. Because of the uncertainty in securing additional funding and the insufficient amount of cash ~~we raised in~~and cash equivalents as of the ~~Business Combination and projected results over~~financial statement filing date, management has concluded that substantial doubt exists with respect to the ~~next 12 months.~~Company’s ability to continue as a going concern for one year from the date the unaudited condensed consolidated financial statements are issued.

The following table sets forth a summary of our consolidated cash flows for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, and the changes between periods.

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~~and growth in personnel-related ~~expenditures and fluctuations in accounts receivable, inventory, accounts payable and other current assets and liabilities.~~expenditures.

Net cash used in operating activities was approximately $(18.9) million and $(29.4) million for the six months ended June 30, 2023 and 2022, respectively, which related to outflows in connection with administrative and selling expenses, an increase in inventory, research and development expenses, and costs associated with insurances services and other personnel costs.

~~Net~~ Operating cash ~~used in operating activities was approximately $(16.2) million~~flow for the six months ended June 30, ~~2021, which related to outflows in connection with one-time transactions costs, settlement~~2022 also included payments of ~~unpaid executive~~signing bonuses, incentive compensation and ~~costs associated with insurances services and other consulting services.~~executive severance.

Advent’s cash flows used in investing activities was approximately $(5.4) million and $(3.1) million for the six months ended June 30, 2023 and 2022, respectively, which mostly related to the acquisition of property, plant and equipment.

~~Advent’s~~ Investing cash ~~flows from investing activities was approximately $(9.4) million~~flow for the six months ended June 30, ~~2021, which related~~2023 also included a $1.9 million payment to complete the acquisition of ~~fixed assets~~our fuel cell systems business in Denmark, Germany and the ~~amounts paid for the acquisition of UltraCell LLC on February 18, 2021.~~Philippines.

Advent’s cash flows from financing activities was approximately ~~$141.5~~$3.4 million for the six months ended June 30, ~~2021,~~2023, which related to the net cash ~~amount contributed at the date of the Merger dated February 4, 2021 and~~ proceeds from ~~issuance~~the sale of ~~common stock and additional paid-in capital from warrants exercise.~~shares under the Lincoln Park facility.

Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, Advent recognized contract assets of ~~$1.0~~$0.1 million and ~~$1.6~~$0.1 million, respectively, on the consolidated balance 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~~2023 and December 31, ~~2021,~~2022, Advent recognized contract liabilities of ~~$0.9~~$1.0 million and ~~$1.1~~$1.0 million, respectively, in the consolidated balance sheets. During the six months ended June 30, ~~2022, the Company~~2023, we 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.~~

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.

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.

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)~~Act of 1934, as amended (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, 2022 and 2021.~~adopted.

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 date of the 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~~$1.235 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.

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~~Advent 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:

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 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.

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 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, in 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 method) to measure progress towards complete satisfaction of the performance obligation.

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.

~~The Company~~Advent 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.~~know-how, as well as useful lives and discount rates. 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~~Advent 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~~statements of operations.

For significant acquisitions, ~~the Company~~Advent obtains independent appraisals and valuations of the intangible (and certain tangible) assets acquired and certain assumed obligations as well as equity. ~~The Company~~Advent 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.

We conduct a goodwill impairment analysis annually in the fourth fiscal quarter, 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. In testing goodwill for impairment, ~~the Company~~we first ~~assesses~~assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, ~~the Company determines~~we determine 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~~Advent determines a fair value test is necessary, ~~it estimates~~we estimate the fair value of a reporting unit and ~~compares~~compare the result with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment is 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~~have identified three reporting units.

Advent follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. 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.

Part of 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. 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.

For the three months ended June 30, 2023 and 2022, net income tax (expenses) benefits of $(4) thousand and $0.4 million, respectively, were recorded in the condensed consolidated statements of operations. For the six months ended June 30, 2023 and 2022, net income tax (expenses) benefits ~~(provisions)~~ of ~~$0.4~~$(0.8) million and $1.1 million, respectively, ~~have been~~were recorded in the ~~consolidated statements of operations. The Company did not record net income tax benefits (provisions) within the~~condensed 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 its position. ~~The Company~~Advent is subject to income tax examinations by major taxing authorities.

~~The Company~~Advent and its U.S. subsidiaries may be subject to potential examination by U.S. federal, state and city taxing authorities, while ~~the Company’s~~Advent’s subsidiaries outside the U.S. may be subject to potential examination by their taxing ~~authorities in the areas of income taxes.~~authorities. 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 tax laws, and tax laws in the countries where business activities of ~~Company’s~~Advent’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.

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.

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.

~~The Company~~Advent accounts for the 26,369,557 warrants (comprising of ~~22,029,279~~24,399,418 Public Warrants and ~~3,940,278~~1,970,139 Private Placement Warrants) issued in connection with the 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~~we classify these warrant instruments as liabilities at their fair value and ~~adjusts~~adjust 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~~our statements 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~~was determined based on a modified Black-Scholes-Merton model for the three and six months ended June 30, ~~2022~~2023 and ~~2021.~~2022.

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~~upon adoption.

See Note 2 in the condensed consolidated financial statements included elsewhere in this ~~Annual Report on Form 10-K~~report 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.

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~~Advent’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.

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,~~items such as one-time transaction costs, asset impairment charges, ~~finance~~ and ~~other income and acquisition costs.~~fair value changes in the warrant liability.

The following tables show a reconciliation of net loss to EBITDA and Adjusted EBITDA for the three and six months ended June 30, ~~2022~~2023 and ~~2021.~~2022.

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 loss, primarily because it does not include one-time transaction costs, asset impairment charges and warrant liability changes. The following table shows a reconciliation of net loss for the three and six months ended June 30, ~~2022~~2023 and ~~2021.~~2022.

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.

Advent holds cash and cash equivalents for working capital, investment and general corporate purposes. As of June 30, ~~2022,~~2023, Advent had aan unrestricted cash balance of approximately ~~$46.5~~$10.1 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.

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.

Advent has costs and revenues denominated in ~~euros,~~Euros, Danish krone and Philippine pesos, and therefore is exposed to fluctuations in exchange 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.~~exposure. As we increase in scale, we expect to continue to realize a portion of our revenues and costs in foreign currencies, and therefore expect to put in place appropriate foreign exchange risk mitigation features in due course.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, ~~2022.~~2023. 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.~~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~~company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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~~with one exception:

On June 7, 2023, the Company was served a Request for Arbitration from F.E.R. fischer Edelstahlrohre GmbH (“F.E.R.”), pursuant to ~~result~~the arbitration provisions of the Share Purchase Agreement dated June 25, 2021 whereby the Company acquired Serenergy and FES, which acquisition closed on August 31, 2021. The arbitration will be held in ~~a material adverse effect~~Frankfurt am Main, Germany in accordance with the Arbitration Rules of the German Arbitration Institute. F.E.R. is asserting that it is due approximately 4.5 million euro based on ~~our future operating results, financial condition or cash flows.~~the cap and corresponding value of the share consideration at the date of closing. The Company believes that the claim is without merit and intends to defend itself vigorously in these proceedings; although we cannot accurately predict the ultimate outcome of this matter.

~~Information about our risk factors is contained in~~Although, as a “smaller reporting company” as defined by Item 1A10 of ~~our Annual Report on Form 10-K for~~Regulation S-K, we are not required to provide information required by this Item, we note 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, with the exception of changes in the risk factors discussed below, there 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.following risk:

~~We face risks associated~~Our stock has been trading below $1.00 and our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our ~~international operations, including unfavorable regulatory, political, tax and labor conditions, which could harm our business.~~Common Stock.

~~We face risks associated~~Our Common Stock is currently listed for trading on the Nasdaq Capital Market. On May 24, 2023, we received a letter from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the bid price of the Company’s Common Stock had closed below $1.00 per share for 30 consecutive business days and, as a result, the Company is not in compliance with ~~our international operations, including possible unfavorable regulatory, political, tax and labor conditions,~~Nasdaq Listing Rule 5550(a)(2), which ~~could harm our business. We have international operations in Europe and Asia that are subject~~sets forth the minimum bid price requirement for continued listing on the Nasdaq Capital Market. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, until November 20, 2023, to regain compliance with the minimum bid requirement. To regain compliance, the closing bid price of the Company’s Common Stock must be at least $1.00 per share for a minimum of 10 consecutive business days during this 180-day period, at which time the Staff will provide written notification to the ~~legal, political, regulatory~~Company that it complies with the minimum bid requirement, unless the Staff exercises its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H). Nasdaq’s notice has no immediate effect on the listing of the Company’s Common Stock on Nasdaq.

The Company intends to closely monitor the closing bid price of the Common Stock and ~~social requirements~~consider all available options to remedy the bid price deficiency to regain compliance with Nasdaq’s minimum bid requirement. If the Company does not regain compliance with the bid price requirement by November 20, 2023, the Company may be eligible for an additional 180-calendar day compliance period so long as it satisfies the criteria for initial listing on the Nasdaq Capital Market, except the minimum bid requirement, and ~~economic conditions in these jurisdictions. We are subject~~the continued listing requirement for market value of publicly held shares and the Company provides written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. Furthermore, other factors unrelated to the number of ~~risks associated with international business activities that may increase~~shares of our ~~costs, impact~~common stock outstanding, such as negative financial or operational results, could adversely affect the market price of our common stock and thus jeopardize our ability to ~~sell our fuel cells and membranes and require significant management attention. These risks include:~~meet or maintain the Nasdaq’s minimum bid price requirement.

If ~~we fail~~our Common Stock were delisted from Nasdaq, trading of our Common Stock would most likely take place on an over-the-counter market established for unlisted securities, such as the OTCQB or the Pink Market maintained by OTC Markets Group Inc. An investor would likely find it less convenient to ~~successfully address~~sell, or to obtain accurate quotations in seeking to buy, our Common Stock on an over-the-counter market, and many investors would likely not buy or sell our common stock due to difficulty in accessing over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange or other reasons. In addition, as a delisted security, our Common Stock would be subject to SEC rules as a “penny stock”, which impose additional disclosure requirements on broker-dealers. The regulations relating to penny stocks, coupled with the typically higher cost per trade to the investor of penny stocks due to factors such as broker commissions generally representing a higher percentage of the price of a penny stock than of a higher-priced stock, would further limit the ability of investors to trade in our Common Stock. In addition, delisting would materially and adversely affect our ability to raise capital on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities. For these ~~risks,~~reasons and others, delisting would adversely affect the liquidity, trading volume and price of our Common Stock, causing the value of an investment in us to decrease and having an adverse effect on our business, ~~prospects, operating results and~~ financial condition ~~could be materially harmed.~~and results of operations, including our ability to attract and retain qualified employees and to raise capital.

In addition to the other information set forth in this Quarterly Report, for a discussion of risk factors that could significantly and negatively affect our business, financial condition, results of operations, cash flows and prospects, see the disclosure under the heading “Risk Factors” in our 2022 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. There are no material changes to the risk factors described in the 2022 Annual Report.

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

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.

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

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 Capital Market
Warrants	ADNWW	The Nasdaq Capital Market

		Page
PART I—FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Consolidated Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets	1
	Unaudited Condensed Consolidated Statements of Operations	2
	Unaudited Condensed Consolidated Statements of Comprehensive Loss	3
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity ~~/ (Deficit)~~	4
	Unaudited Condensed Consolidated Statements of Cash Flows	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5153
Item 4.	Controls and Procedures	5153

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	5254
Item 1A.	Risk Factors	5254
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5255
Item 3.	Defaults Upon Senior Securities	5255
Item 4.	Mine Safety Disclosures	5255
Item 5.	Other Information	5255
Item 6.	Exhibits	56
	53
Signatures		5457


							As of
	As of						June 30, 2023			December 31, 2022
	June 30, 2022 (Unaudited)			December 31, 2021			(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	46,536		$	79,764		$	10,052		$	32,869
Accounts receivable		2,556			3,139
Restricted cash, current								1,996			-
Accounts receivable, net								1,020			979
Contract assets		996			1,617			51			52
Inventories		10,248			6,958			15,164			12,620
Prepaid expenses and Other current assets		10,690			5,873			3,185			2,980
Total current assets		71,026			97,351			31,468			49,500
Non-current assets:
Goodwill		30,030			30,030			-			5,742
Intangibles, net		22,041			23,344			1,909			6,062
Property and equipment, net		9,648			8,585			20,507			17,938
Right-of-use assets								3,829			4,055
Restricted cash, non-current								750			750
Other non-current assets		2,696			2,475			5,113			5,221
Deferred tax assets		1,605			1,246
Available for sale financial asset		311			-			326			320
Total non-current assets		66,331			65,680			32,434			40,088
Total assets	$	137,357		$	163,031		$	63,902		$	89,588
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade and other payables	$	4,929		$	4,837		$	6,545		$	4,680
Deferred income from grants, current		203			205			990			801
Contract liabilities		934			1,118			951			1,019
Other current liabilities		7,523			12,515			2,321			4,703
Operating lease liabilities								2,385			2,280
Income tax payable		179			196			187			183
Total current liabilities		13,768			18,871			13,379			13,666
Non-current liabilities:
Warrant liability		2,214			10,373			177			998
Deferred tax liabilities		2,258			2,500
Long-term operating lease liabilities								9,036			9,802
Defined benefit obligation		96			90			86			72
Deferred income from grants, non-current		127			-			421			50
Other long-term liabilities		710			996			744			852
Total non-current liabilities		5,405			13,959			10,464			11,774
Total liabilities		19,173			32,830			23,843			25,440
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
Common stock ($0.0001 par value per share; Shares authorized: 500,000,000 and 110,000,000 at June 30, 2023 and December 31, 2022, respectively; Issued and outstanding: 58,420,207 and 51,717,720 at June 30, 2023 and December 31, 2022, respectively)								6			5
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at June 30, 2023 and December 31, 2022; 0 nil issued and outstanding at June 30, 2023 and December 31, 2022)								-			-
Additional paid-in capital		169,980			164,894			183,908			174,509
Accumulated other comprehensive loss		(3,132	)		(1,273	)		(2,274	)		(2,604	)
Accumulated deficit		(48,669	)		(33,425	)		(141,581	)		(107,762	)
Total stockholders’ equity		118,184			130,201			40,059			64,148
Total liabilities and stockholders’ equity	$	137,357		$	163,031		$	63,902		$	89,588


													Three months ended June 30,						Six months ended June 30,
	Three months ended June 30, (Unaudited)						Six months ended June 30, (Unaudited)						(Unaudited)						(Unaudited)
	2022			2021			2022			2021			2023			2022			2023			2022
Revenue, net	$	2,225		$	1,003		$	3,481		$	2,493		$	1,112		$	2,225		$	2,089		$	3,481
Cost of revenues		(2,270	)		(669	)		(3,787	)		(1,017	)		(1,905	)		(2,270	)		(3,389	)		(3,787	)
Gross profit / (loss)		(45	)		334			(306	)		1,476
Gross loss														(793	)		(45	)		(1,300	)		(306	)
Income from grants		209			86			717			124			660			209			1,194			717
Research and development expenses		(2,642	)		(639	)		(4,791	)		(668	)		(2,883	)		(2,642	)		(6,024	)		(4,791	)
Administrative and selling expenses		(7,956	)		(6,596	)		(18,454	)		(14,517	)		(8,331	)		(7,956	)		(16,820	)		(18,454	)
Sublease income														138			-			265			-
Amortization of intangibles		(718	)		29			(1,417	)		(158	)		(188	)		(718	)		(409	)		(1,417	)
Credit loss – customer contracts														(127	)		-			(127	)		-
Impairment losses														(9,763	)		-			(9,763	)		-
Operating loss		(11,152	)		(6,786	)		(24,251	)		(13,743	)		(21,287	)		(11,152	)		(32,984	)		(24,251	)
Fair value change of warrant liability		(217	)		3,646			8,159			13,412			99			(217	)		489			8,159
Finance income / (expenses), net		1			(3	)		(9	)		(13	)		8			1			118			(9	)
Foreign exchange (losses) / gains, net		(1	)		(10	)		(18	)		13
Other (expenses) / income, net		(218	)		10			(221	)		94
Foreign exchange gains / (losses), net														159			(1	)		118			(18	)
Other income / (expenses), net														(806	)		(218	)		(760	)		(221	)
Loss before income tax		(11,587	)		(3,143	)		(16,340	)		(237	)		(21,827	)		(11,587	)		(33,019	)		(16,340	)
Income taxes		439			-			1,096			-			(4	)		439			(800	)		1,096
Net loss	$	(11,148	)	$	(3,143	)	$	(15,244	)	$	(237	)	$	(21,831	)	$	(11,148	)	$	(33,819	)	$	(15,244	)
Net loss per share
Basic loss per share		(0.22	)		(0.07	)		(0.30	)		(0.01	)		(0.41	)		(0.22	)		(0.64	)		(0.30	)
Basic weighted average number of shares		51,476,822			46,126,490			51,365,823			42,041,473			53,417,230			51,476,822			52,714,105			51,365,823
Diluted loss per share		(0.22	)		(0.07	)		(0.30	)		(0.01	)		(0.41	)		(0.22	)		(0.64	)		(0.30	)
Diluted weighted average number of shares		51,476,822			46,126,490			51,365,823			42,041,473			53,417,230			51,476,822			52,714,105			51,365,823

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


	Three Months Ended June 30, 2022																							Three Months Ended June 30, 2023
	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			Preferred Stock Series A				Preferred Stock Series Seed				Common Stock				Additional Paid-in		Accumulated			Accumulated			Total Stockholders’
Balance as of March 31, 2022 (Unaudited)		-	$	-		-	$	-		51,253,591	$	5	$	167,755	$	(37,521	)	$	(1,691	)	$	128,548
																								Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			OCI			Equity
Balance as of March 31, 2023 (Unaudited)																									-	$	-		-	$	-		52,261,643	$	5	$	177,081	$	(119,750	)	$	(2,268	)	$	55,068
Issuance of common stock (Unaudited)																																	6,029,532		1		4,178								4,179
Stock issued under stock compensation plan (Unaudited)		-		-		-		-		377,918		0		-		-			-			0			-		-		-		-		129,032		0		-		-			-			0
Stock based compensation expense (Unaudited)		-		-		-		-		-		-		2,225		-			-			2,225			-		-		-		-		-		-		2,317		-			-			2,317
Reclassification of private warrants (Unaudited)																									-		-		-		-		-		-		332		-			-			332
Net loss (Unaudited)		-		-		-		-		-		-		-		(11,148	)		-			(11,148	)		-		-		-		-		-		-		-		(21,831	)		-			(21,831	)
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
Other comprehensive gain (Unaudited)																									-		-		-		-		-		-		-		-			(6	)		(6	)
Balance as of June 30, 2023 (Unaudited)																									-	$	-		-	$	-		58,420,207	$	6	$	183,908	$	(141,581	)	$	(2,274	)	$	40,059

	Six Months Ended June 30, 2022																							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			Preferred Stock Series A				Preferred Stock Series Seed				Common Stock				Additional Paid-in		Accumulated			Accumulated			Total Stockholders’
Balance as of December 31, 2021		-	$	-		-	$	-		51,253,591	$	5	$	164,894	$	(33,425	)	$	(1,273	)	$	130,201
																								Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			OCI			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			-		-		-		-		377,918		0		-		-			-			0
Stock based compensation expense (Unaudited)		-		-		-		-		-		-		5,086		-			-			5,086			-		-		-		-		-		-		2,225		-			-			2,225
Net loss (Unaudited)		-		-		-		-		-		-		-		(15,244	)		-			(15,244	)		-		-		-		-		-		-		-		(11,148	)		-			(11,148	)
Other comprehensive loss (Unaudited)		-		-		-		-		-		-		-		-			(1,859	)		(1,859	)		-		-		-		-		-		-		-		-			(1,441	)		(1,441	)
Balance as of June 30, 2022 (Unaudited)		-	$	-		-	$	-		51,631,509	$	5	$	169,980	$	(48,669	)	$	(3,132	)	$	118,184			-	$	-		-	$	-		51,631,509	$	5	$	169,980	$	(48,669	)	$	(3,132	)	$	118,184

	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

	Six Months Ended June 30, 2023
	Preferred Stock Series A				Preferred Stock Series Seed				Common Stock				Additional Paid-in		Accumulated			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			OCI			Equity
Balance as of December 31, 2022		-	$	-		-	$	-		51,717,720	$	5	$	174,509	$	(107,762	)	$	(2,604	)	$	64,148
Issuance of common stock (Unaudited)										6,029,532		1		4,178								4,179
Stock issued under stock compensation plan (Unaudited)										672,955		0		-								0
Stock based compensation expense (Unaudited)		-		-		-		-		-		-		4,889		-			-			4,889
Reclassification of private warrants (Unaudited)		-		-		-		-		-		-		332		-			-			332
Net loss (Unaudited)		-		-		-		-		-		-		-		(33,819	)		-			(33,819	)
Other comprehensive loss (Unaudited)		-		-		-		-		-		-		-		-			330			330
Balance as of June 30, 2023 (Unaudited)		-	$	-		-	$	-		58,420,207	$	6	$	183,908	$	(141,581	)	$	(2,274	)	$	40,059

	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

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	-

Schedule of subsidiaries in consolidation
	Country of	Ownership Interest		Statements of Operations
Company Name	Incorporation	Direct	Indirect	2023	2022
Advent Technologies, Inc.	USA	100%	-	01/01 – 6/30	01/01 – 6/30
Advent Technologies S.A.	Greece	-	100%	01/01 – 6/30	01/01 – 6/30
Advent Technologies LLC	USA	-	100%	01/01 – 6/30	01/01 – 6/30
Advent Technologies GmbH	Germany	100%	-	01/01 – 6/30	01/01 – 6/30
Advent Technologies A/S	Denmark	100%	-	01/01 – 6/30	01/01 – 6/30
Advent Green Energy Philippines, Inc	Philippines	-	100%	01/01 – 6/30	01/01 – 6/30

Liabilities measured at fair value on recurring basis
	June 30, 2023		December 31, 2022
(Amounts in thousands)	(Unaudited)
Cash and cash equivalents	$	10,052	$	32,869
Restricted cash, current		1,996		-
Restricted cash, non-current		750		750
Cash, cash equivalents, restricted cash and restricted cash equivalents	$	12,798	$	33,619

Schedule of accrued warranty reserve
	For the Three Months Ended June 30, 2023			For the Three Months Ended June 30, 2022			For the Six Months Ended June 30, 2023			For the Six Months Ended June 30, 2022
(Amounts in thousands)	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Balance at beginning of period	$	972		$	1,012		$	1,047		$	1,048
Additions		53			10			73			30
Settlements		(55	)		(32	)		(168	)		(68	)
Foreign exchange fluctuations		(1	)		(65	)		17			(85	)
Balance at end of period	$	969		$	925		$	969		$	925

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

Liabilities measured at fair value on recurring basis
	As of June 30, 2023
	(Unaudited)
(Amounts in thousands)	Fair Value		Unobservable Inputs (Level 3)
Assets
Available for sale financial asset	$	326	$	326
	$	326	$	326

Liabilities
Warrant liability	$	177	$	177
	$	177	$	177

	As of December 31, 2022
(Amounts in thousands)	Fair Value		Unobservable Inputs (Level 3)
Assets
Available for sale financial asset	$	320	$	320
	$	320	$	320

Liabilities
Warrant liability	$	998	$	998
	$	998	$	998

Change in Fair Value of Warrant Liability
Warrant Liability
Change in fair value of warrant liability
Available for Sale Financial Asset												Available for Sale Financial Asset
													For the Three Months Ended June 30, 2023		For the Three Months Ended June 30, 2022		For the Six Months Ended June 30, 2023		For the Six Months Ended June 30, 2022
(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)				(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Estimated fair value (beginning of period)	$	1,997	$	23,350		$	10,373		$	0			$	326	$	-	$	320	$	-
Estimated fair value of warrant issuance		0		0			0			33,116
Estimated fair value of available for sale financial asset acquired														-		311		-		311
Foreign exchange fluctuations														-		-		6		-
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			$	326	$	311	$	326	$	311

Warrant Liability
	For the Three Months Ended June 30, 2023			For the Three Months Ended June 30, 2022		For the Six Months Ended June 30, 2023			For the Six Months Ended June 30, 2022
(Amounts in thousands)	(Unaudited)			(Unaudited)		(Unaudited)			(Unaudited)
Estimated fair value (beginning of period)	$	608		$	1,997	$	998		$	10,373
Change in estimated fair value		(99	)		217		(489	)		(8,159	)
Reclassification of private placement warrants		(332	)		-		(332	)		-
Estimated fair value (end of period)	$	177		$	2,214	$	177		$	2,214

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

Fair value measurements input
Available for Sale Financial Asset
Interest Rate	8.00	%
Discount Rate	8.00	%
Remaining term (in years)	1.90

Warrant Liability
Stock price	$	0.59
Exercise price (strike price)	$	11.50
Risk-free interest rate		4.54	%
Volatility		114.7	%
Remaining term (in years)		2.59

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 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~~

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
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

Schedule of accounts receivable
	June 30, 2023			December 31, 2022
(Amounts in thousands)	(Unaudited)
Accounts receivable from third party customers	$	1,401		$	1,295
Less: Allowance for credit losses		(381	)		(316	)
Accounts receivable, net	$	1,020		$	979

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

Inventories
Schedule of inventories
							June 30, 2023			December 31, 2022
(Amounts in thousands)	June 30, 2022 (unaudited)			December 31, 2021			(Unaudited)
Raw materials and supplies	$	7,008		$	5,361		$	8,086		$	7,518
Work-in-process		440			757			618			547
Finished goods		2,844			888			6,696			4,787
Total	$	10,292		$	7,006		$	15,400		$	12,852
Provision for slow moving inventory		(44	)		(48	)		(236	)		(232	)
Total	$	10,248		$	6,958		$	15,164		$	12,620

Changes in Provision for Slow Moving Inventory
Schedule of changes in provision for slow moving inventory
											For the three months ended June 30, 2023			For the three months ended June 30, 2022			For the six months ended June 30, 2023			For the six months ended June 30, 2022
(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)		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Balance at beginning of period	$	(47	)	$	-	$	(48	)	$	-	$	(236	)	$	(47	)	$	(232	)	$	(48	)
Exchange differences		3			-		4			-		-			3			(4	)		4
Balance at end of period	$	(44	)	$	-	$	(44	)	$	-	$	(236	)	$	(44	)	$	(236	)	$	(44	)

Prepaid Expenses
Schedule of prepaid expenses
					June 30, 2023		December 31, 2022
(Amounts in thousands)	June 30, 2022 (unaudited)		December 31, 2021		(Unaudited)
Prepaid insurance expenses	$	1,641	$	355	$	925	$	263
Prepaid research expenses		391		495		3		212
Prepaid rent expenses		92		99		14		32
Other prepaid expenses		313		191		259		181
Total	$	2,437	$	1,140	$	1,201	$	688

Other Current Assets
Schedule of other current assets
					June 30, 2023		December 31, 2022
(Amounts in thousands)	June 30, 2022 (unaudited)		December 31, 2021		(Unaudited)
VAT receivable	$	1,006	$	981	$	702	$	530
Withholding tax		543		108		19		839
Grant receivable		396		510		527		265
Purchases under receipt		455		274		5		83
Guarantees		37		24		38		38
Other receivables		5,816		2,836		578		524
Accrued interest income						35		13
Accrued sublease income						80		-
Total	$	8,253	$	4,733	$	1,984	$	2,292