Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 09, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38742 | |
Entity Registrant Name | Advent Technologies Holdings, Inc. | |
Entity Central Index Key | 0001744494 | |
Entity Tax Identification Number | 83-0982969 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 200 Clarendon Street | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02116 | |
City Area Code | (617) | |
Local Phone Number | 655-6000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 51,631,509 | |
Common Stock, par value $0.0001 per share | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | ADN | |
Security Exchange Name | NASDAQ | |
Warrants [Member] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | ADNWW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 46,536 | $ 79,764 |
Accounts receivable | 2,556 | 3,139 |
Contract assets | 996 | 1,617 |
Inventories | 10,248 | 6,958 |
Prepaid expenses and Other current assets | 10,690 | 5,873 |
Total current assets | 71,026 | 97,351 |
Non-current assets: | ||
Goodwill | 30,030 | 30,030 |
Intangibles, net | 22,041 | 23,344 |
Property and equipment, net | 9,648 | 8,585 |
Other non-current assets | 2,696 | 2,475 |
Deferred tax assets | 1,605 | 1,246 |
Available for sale financial asset | 311 | |
Total non-current assets | 66,331 | 65,680 |
Total assets | 137,357 | 163,031 |
Current liabilities: | ||
Trade and other payables | 4,929 | 4,837 |
Deferred income from grants, current | 203 | 205 |
Contract liabilities | 934 | 1,118 |
Other current liabilities | 7,523 | 12,515 |
Income tax payable | 179 | 196 |
Total current liabilities | 13,768 | 18,871 |
Non-current liabilities: | ||
Warrant liability | 2,214 | 10,373 |
Deferred tax liabilities | 2,258 | 2,500 |
Defined benefit obligation | 96 | 90 |
Deferred income from grants, non-current | 127 | |
Other long-term liabilities | 710 | 996 |
Total non-current liabilities | 5,405 | 13,959 |
Total liabilities | 19,173 | 32,830 |
Stockholders’ equity | ||
Common stock ($0.0001 par value per share; Shares authorized: 110,000,000 at June 30, 2022 and December 31, 2021; Issued and outstanding: 51,631,509 and 51,253,591 at June 30, 2022 and December 31, 2021, respectively) | 5 | 5 |
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at June 30, 2022 and December 31, 2021; nil 0 issued and outstanding at June 30, 2022 and December 31, 2021) | 0 | 0 |
Additional paid-in capital | 169,980 | 164,894 |
Accumulated other comprehensive loss | (3,132) | (1,273) |
Accumulated deficit | (48,669) | (33,425) |
Total stockholders’ equity | 118,184 | 130,201 |
Total liabilities and stockholders’ equity | $ 137,357 | $ 163,031 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 110,000,000 | 110,000,000 |
Common stock, shares issued (in shares) | 51,631,509 | 51,253,591 |
Common stock, shares outstanding (in shares) | 51,631,509 | 51,253,591 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 2,225 | $ 1,003 | $ 3,481 | $ 2,493 |
Cost of revenues | (2,270) | (669) | (3,787) | (1,017) |
Gross profit / (loss) | (45) | 334 | (306) | 1,476 |
Income from grants | 209 | 86 | 717 | 124 |
Research and development expenses | (2,642) | (639) | (4,791) | (668) |
Administrative and selling expenses | (7,956) | (6,596) | (18,454) | (14,517) |
Amortization of intangibles | (718) | 29 | (1,417) | (158) |
Operating loss | (11,152) | (6,786) | (24,251) | (13,743) |
Fair value change of warrant liability | (217) | 3,646 | 8,159 | 13,412 |
Finance income / (expenses), net | 1 | (3) | (9) | (13) |
Foreign exchange (losses) / gains, net | (1) | (10) | (18) | 13 |
Other (expenses) / income, net | (218) | 10 | (221) | 94 |
Loss before income tax | (11,587) | (3,143) | (16,340) | (237) |
Income taxes | 439 | 1,096 | ||
Net loss | $ (11,148) | $ (3,143) | $ (15,244) | $ (237) |
Net loss per share | ||||
Basic loss per share | $ (0.22) | $ (0.07) | $ (0.30) | $ (0.01) |
Basic weighted average number of shares | 51,476,822 | 46,126,490 | 51,365,823 | 42,041,473 |
Diluted loss per share | $ (0.22) | $ (0.07) | $ (0.30) | $ (0.01) |
Diluted weighted average number of shares | 51,476,822 | 46,126,490 | 51,365,823 | 42,041,473 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Net loss | $ (11,148) | $ (3,143) | $ (15,244) | $ (237) |
Other comprehensive loss, net of tax effect: | ||||
Foreign currency translation adjustment | (1,441) | (307) | (1,859) | (288) |
Total other comprehensive loss | (1,441) | (307) | (1,859) | (288) |
Comprehensive loss | $ (12,589) | $ (3,450) | $ (17,103) | $ (525) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY / (DEFICIT) - USD ($) $ in Thousands | Preferred Stock Series A [Member] | Preferred Stock Series Seed [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 1 | $ 1 | $ 3 | $ 10,991 | $ (12,902) | $ 112 | $ (1,794) |
Beginning balance (in shares) at Dec. 31, 2020 | 844,037 | 2,095,592 | 3,017,057 | ||||
Retroactive application of recapitalization (Unaudited) | $ (1) | $ (1) | $ (1) | 3 | |||
Retroactive application of recapitalization (in shares) | (844,037) | (2,095,592) | 22,016,341 | ||||
Business combination and PIPE financing (Unaudited) | $ 2 | 108,006 | 108,008 | ||||
Business combination and PIPE financing (in shares) | 21,072,549 | ||||||
Share capital increase from warrants exercise (Unaudited) | $ 0 | 262 | 262 | ||||
Share capital increase from warrants exercise (in shares) | 22,798 | ||||||
Adjusted balance, beginning of period (Unaudited)* at Dec. 31, 2020 | $ 2 | 10,994 | (12,902) | 112 | (1,794) | ||
Adjusted balance, beginning of period (in shares) at Dec. 31, 2020 | 25,033,398 | ||||||
Stock based compensation expense (Unaudited) | 703 | 703 | |||||
Net loss (Unaudited) | (237) | (237) | |||||
Other comprehensive loss (Unaudited) | (288) | (288) | |||||
Ending balance, value at Jun. 30, 2021 | $ 4 | 119,965 | (13,139) | (176) | 106,654 | ||
Ending balance (in shares) at Jun. 30, 2021 | 46,128,745 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 1 | $ 1 | $ 3 | 10,991 | (12,902) | 112 | (1,794) |
Beginning balance (in shares) at Dec. 31, 2020 | 844,037 | 2,095,592 | 3,017,057 | ||||
Adjusted balance, beginning of period (Unaudited)* at Dec. 31, 2020 | $ 2 | 10,994 | (12,902) | 112 | (1,794) | ||
Adjusted balance, beginning of period (in shares) at Dec. 31, 2020 | 25,033,398 | ||||||
Ending balance, value at Dec. 31, 2021 | $ 5 | 164,894 | (33,425) | (1,273) | 130,201 | ||
Ending balance (in shares) at Dec. 31, 2021 | 51,253,591 | ||||||
Beginning balance, value at Mar. 31, 2021 | $ 4 | 118,569 | (9,996) | 131 | 108,708 | ||
Beginning balance (in shares) at Mar. 31, 2021 | 46,105,947 | ||||||
Business combination and PIPE financing (Unaudited) | 431 | 431 | |||||
Share capital increase from warrants exercise (Unaudited) | $ 0 | 262 | 262 | ||||
Share capital increase from warrants exercise (in shares) | 22,798 | ||||||
Stock based compensation expense (Unaudited) | 703 | 703 | |||||
Net loss (Unaudited) | (3,143) | (3,143) | |||||
Other comprehensive loss (Unaudited) | (307) | (307) | |||||
Ending balance, value at Jun. 30, 2021 | $ 4 | 119,965 | (13,139) | (176) | 106,654 | ||
Ending balance (in shares) at Jun. 30, 2021 | 46,128,745 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 5 | 164,894 | (33,425) | (1,273) | 130,201 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 51,253,591 | ||||||
Stock issued under stock compensation plan (Unaudited) | $ 0 | 0 | |||||
Stock issued under stock compensation plan (in shares) | 377,918 | ||||||
Stock based compensation expense (Unaudited) | 5,086 | 5,086 | |||||
Net loss (Unaudited) | (15,244) | (15,244) | |||||
Other comprehensive loss (Unaudited) | (1,859) | (1,859) | |||||
Ending balance, value at Jun. 30, 2022 | $ 5 | 169,980 | (48,669) | (3,132) | 118,184 | ||
Ending balance (in shares) at Jun. 30, 2022 | 51,631,509 | ||||||
Beginning balance, value at Mar. 31, 2022 | $ 5 | 167,755 | (37,521) | (1,691) | 128,548 | ||
Beginning balance (in shares) at Mar. 31, 2022 | 51,253,591 | ||||||
Stock issued under stock compensation plan (Unaudited) | $ 0 | 0 | |||||
Stock issued under stock compensation plan (in shares) | 377,918 | ||||||
Stock based compensation expense (Unaudited) | 2,225 | 2,225 | |||||
Net loss (Unaudited) | (11,148) | (11,148) | |||||
Other comprehensive loss (Unaudited) | (1,441) | (1,441) | |||||
Ending balance, value at Jun. 30, 2022 | $ 5 | $ 169,980 | $ (48,669) | $ (3,132) | $ 118,184 | ||
Ending balance (in shares) at Jun. 30, 2022 | 51,631,509 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Cash Flows [Abstract] | ||
Net Cash used in Operating Activities | $ (29,356) | $ (16,231) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (2,673) | (948) |
Purchases of intangible assets | (121) | 0 |
Advances for the acquisition of property and equipment | 0 | (2,529) |
Acquisition of subsidiaries, net of cash acquired | 0 | (5,923) |
Acquisition of available for sale financial assets | (328) | 0 |
Net Cash used in Investing Activities | (3,122) | (9,400) |
Cash Flows from Financing Activities: | ||
Business Combination and PIPE financing, net of issuance costs paid | 0 | 141,121 |
Proceeds of issuance of common stock and paid-in capital from warrants exercise | 0 | 262 |
State loan proceeds | 0 | 117 |
Net Cash provided by Financing Activities | 0 | 141,500 |
Net increase / (decrease) in cash and cash equivalents | (32,478) | 115,869 |
Effect of exchange rate changes on cash and cash equivalents | (750) | (276) |
Cash and cash equivalents at the beginning of the period | 79,764 | 516 |
Cash and cash equivalents at the end of the period | 46,536 | 116,109 |
Cash activities | ||
Interest paid | 7 | 0 |
Non-cash Investing and Financing Activities: | ||
Stock-based compensation | $ 5,086 | $ 703 |
Basis of presentation
Basis of presentation | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | 1. Basis of presentation Overview On February 4, 2021 (“Closing Date”), AMCI Acquisition Corp. (“AMCI”), consummated the previously announced business combination (the “Business Combination”) pursuant to that certain merger agreement (the “Agreement and Plan of Merger”), dated October 12, 2020, by and among AMCI, AMCI Merger Sub Corp., a Delaware corporation and newly formed wholly-owned subsidiary of AMCI (“Merger Sub”), AMCI Sponsor LLC (the “Sponsor”), solely in the capacity as the representative from and after the effective time of the Business Combination for the stockholders of AMCI (the “Purchaser Representative”), Advent Technologies, Inc., a Delaware corporation (“Legacy Advent”), and Vassilios Gregoriou, solely in his capacity as the representative from and after the effective time for the Legacy Advent stockholders (the “Seller Representative”), as amended by Amendment No. 1 and Amendment No. 2 to the Agreement and Plan of Merger, dated as of October 19, 2020 and December 31, 2020, respectively, by and among AMCI, Merger Sub, Sponsor, Legacy Advent, and Seller Representative. In connection with the closing of the Business Combination (the “Closing”), AMCI acquired 100 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 On February 18, 2021, Advent Technologies, Inc. entered into a Membership Interest Purchase Agreement with Bren-Tronics, Inc. (“Seller”) and UltraCell, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Seller (“UltraCell”) (the “UltraCell Purchase Agreement”). See Note 3 “Business Combination” for additional information. UltraCell LLC was renamed to Advent Technologies LLC following its acquisition by the Company. On June 25, 2021, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”), with F.E.R. fischer Edelstahlrohre GmbH, a limited liability company incorporated under the Laws of Germany (the “Seller”) to acquire (the “Acquisition”) all of the issued and outstanding equity interests in SerEnergy A/S, a Danish stock corporation and a wholly-owned subsidiary of the Seller (“SerEnergy”) and fischer eco solutions GmbH, a German limited liability company and a wholly-owned subsidiary of the Seller (“FES”) together with certain outstanding shareholder loan receivables. See Note 3 “Business Combination” for additional information. SerEnergy A/S and FES were renamed to Advent Technologies A/S and Advent Technologies GmbH, respectively, following their acquisition by the Company. Advent Technologies Holdings, Inc. and its subsidiaries (collectively referred to as “Advent”, the “Company,” we,” “us” and “our”) is an advanced materials and technology development company operating in the fuel cell and hydrogen technology space. Advent develops, manufactures and assembles the critical components that determine the performance of hydrogen fuel cells and other energy systems. To date, Advent’s principal operations have been to develop and manufacture Membrane Electrode Assembly (MEA) and to design fuel cell stacks and complete fuel cell systems for a range of customers in the stationary power, portable power, automotive, aviation, energy storage and sensor markets. Advent has its headquarters in Boston, Massachusetts, a product development facility in Livermore, California, and production facilities in Greece, Denmark, and Germany and sales and warehousing facilities in the Philippines. The unaudited condensed consolidated financial statements of the Company have been prepared to reflect the consolidation of the companies listed below: Subsidiaries in Consolidation Company Name Country of Ownership Interest Statements of Operations Direct Indirect 2022 2021 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 02/19 – 6/30 Advent Technologies GmbH Germany 100 - 01/01 – 6/30 - Advent Technologies A/S Denmark 100 - 01/01 – 6/30 - Advent Green Energy Philippines, Inc Philippines - 100 01/01 – 6/30 - Unaudited Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021, included in the Annual Report on Form 10-K filed with the SEC on March 31, 2022. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise specified. Going Concern The unaudited condensed consolidated financial statements have been prepared by management, assuming that the Company will continue as a going concern and accordingly, these financial statements do not include any adjustments that may result in the event the Company is unable to continue as a going concern. The management of the Company assesses the Company’s ability to continue as a going concern at each period end. The assessment evaluates whether there are conditions that give rise to substantial doubt to continue as a going concern within one year from the consolidated financial statements issuance date, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The management examines closely its operating results and its cash position and makes adjustments to its cash flow forecasts where necessary. Beginning in March 2020, the coronavirus (“COVID-19”) pandemic and the measures imposed 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 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 on the Company’s productivity, results of operations and financial position. At this stage, the Company maintains a strong financial position with its cash and cash equivalents amounting to $ 46.5 57.3 As of the date of this Quarterly Report on Form 10-Q, the Company’s existing cash resources are sufficient to support planned operations for the next 12 months. As a result, management believes that the Company’s existing financial resources are sufficient to continue operating activities for at least one year past the issuance date of the consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies There have been no significant changes from the significant accounting policies disclosed in Note 2 of the “Notes to Consolidated Financial Statements” included in the Annual Report Form 10-K filed with the SEC on March 31, 2022. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”). As an emerging growth company (“EGC”), the JOBS Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The Company did not apply any new accounting policies during the three- and six-month periods ended June 30, 2022 other than those noted within Recent Accounting Pronouncement Use of Estimates 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. Fair Value Measurements The Company follows the accounting guidance in ASC 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement 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: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. ● Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Available for Sale Financial Asset 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 million. As a part of this transaction, Advent SA offered €0.3 million in bond loans with an annual interest rate of 8.00%. The term of the loan is three years and there is a surcharge of 2.5% for overdue interest. Mandatory conversion of the Bond Loan will occur in the event of qualified financing which is equivalent to a share capital increase by Cyrus in the first three years from the execution of the Bond Loan agreement with a total amount over €3 million which is covered by third parties unrelated to the basic shareholders or by investors related to them. The Company classifies the Bond Loan as an available for sale financial asset on the condensed consolidated balance sheets. The Company recognizes interest income within the condensed consolidated statement of operations. The 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 the agreement date of May 25, 2022 through June 30, 2022. Warrant Liability As a result of the Business Combination, the Company assumed a warrant liability (the “Warrant Liability”) related to previously issued 3,940,278 1 11.50 400,000 1 11.50 400,000 22,029,279 1 11.50 The following tables summarize the fair value of the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021. Liabilities Measured at Fair Value on Recurring Basis As of June 30, 2022 (unaudited) (Amounts in thousands) Fair Value Unobservable Inputs 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 Liabilities Warrant liability $ 10,373 $ 10,373 $ 10,373 $ 10,373 As of December 31, 2021, the Company did no The carrying amounts of the Company’s remaining financial instruments reflected on the unaudited condensed consolidated balance sheets and which consist of cash and cash equivalents, accounts receivables, net, other current assets, trade and other payables, and other current liabilities, approximate their respective fair values due to their short-term nature. Changes in the fair value of Level 3 liabilities for the three and six months ended June 30, 2022 and 2021 were as follows: Change in Fair Value of Warrant Liability Warrant Liability (Amounts in thousands) For the For the For the For the June 30, Estimated fair value (beginning of period) $ 1,997 $ 23,350 $ 10,373 $ - Estimated fair value of warrant issuance - - - 33,116 Change in estimated fair value 217 (3,646 ) (8,159 ) (13,412 ) Estimated fair value (end of period) $ 2,214 $ 19,704 $ 2,214 $ 19,704 The Warrant Liability is remeasured to its fair value at each reporting period and upon settlement. The change in fair value is recognized in “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, we determined expected volatility based on a peer group of publicly traded companies. The following table provides quantitative information regarding Level 3 fair value measurement inputs as of their measurement date June 30, 2022: Fair Value Measurements Input Stock price $ 2.52 Exercise price (strike price) $ 11.50 Risk-free interest rate 2.95 % Volatility 74.20 % Remaining term (in years) 3.59 The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded. Recent Accounting Pronouncements Recently issued accounting pronouncements adopted during the year: In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, ASU 2018-10, Codification Improvements to Topic 842, Leases, was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Additionally, ASU 2019-01, Codification Improvements to Topic 842, Leases and ASU 2020-02, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), provided additional clarifications for implementing ASU 2016.02. The new lease standard was originally effective for private entities on January 1, 2021, with early adoption permitted. Following the issuance of ASU 2020-05, Effective Dates for Certain Entities (Topic 842), the effective date of Leases was deferred for private entities (the “all other” category) to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application continues to be permitted which means that an entity may choose to implement Leases before those deferred effective dates. The Company adopted ASC 842 on January 1, 2022 for its annual consolidated financial statements and related disclosures and for interim periods within annual periods from January 1, 2023 in accordance with the adoption dates for private entities applicable to it under its emerging growth company status. When the Company presents the adoption of the new lease standard it will use the modified retrospective method. At the time the Company presents its interim consolidated financial statements for the first quarter of 2023, it will adjust the comparative period to reflect the adoption of this standard. Furthermore, the Company elected practical expedients, which allow entities (i) to not reassess whether any expired or existing contracts are considered or contain leases; (ii) to not reassess the lease classification for any expired or existing leases (iii) to not reassess initial direct costs for any existing leases and (iv) which allows to treat the lease and non-lease components as a single lease component due to its predominant characteristic. The Company expects this standard will have a material effect on its consolidated balance sheets with the recognition of new right-of-use assets and lease liabilities for all operating leases longer than one year in duration. The Company estimates both assets and liabilities on the condensed consolidated balance sheet will increase by approximately $ 15.8 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, does not believe that the standard will have a significant impact on the Company’s annual consolidated financial statements and related disclosures. Recently issued accounting pronouncements not yet adopted: In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. Furthermore, amendments, ASU 2019-10 and ASU 2019-11 provided additional clarification for implementing ASU 2016-13. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently in the process of evaluating the effect of this guidance on the consolidated financial statements. |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | 3. Business Combination (a) AMCI Acquisition Corp. As detailed in Note 1 on February 4, 2021, the Company and AMCI consummated the Business Combination pursuant to the terms of the merger agreement, with Legacy Advent 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 10.00 Upon the closing of the Business Combination, AMCI’s certificate of incorporation was amended and restated to, among other things, authorize the issuance of 111,000,000 110,000,000 0.0001 1,000,000 0.0001 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 10.00 65.0 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 no 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: Reconciles the Elements of Business Combination to Consolidated Statements (Amounts in thousands) Recapitalization Cash- AMCI’s trust and cash (net of redemptions) $ 93,311 Cash – PIPE plus interest 65,000 Less transaction costs and advisory fees paid (17,189 ) Less non-cash warrant liability assumed (33,116 ) Net Business Combination and PIPE financing $ 108,006 The number of shares of common stock issued immediately following the consummation of the Business Combination: Common Stock Issued Following the Consummation of Business Combination Recapitalization Class A Common 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 (b) UltraCell, LLC On February 18, 2021 (the “acquisition date”), pursuant to the terms and conditions of the UltraCell Purchase Agreement, the Company acquired 100% of the issued and outstanding membership units of UltraCell from Bren-Tronics, Inc. The results of UltraCell’s operations have been included in the 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 4.0 2.0 2.0 Assets and liabilities at acquisition The assets acquired and liabilities assumed at the date of acquisition were as follows (amounts in thousands): Assets Acquired and Liabilities Assumed Current assets Cash and cash equivalents $ 78 Other current assets 658 Total current assets $ 736 Non-current assets 9 Total assets $ 745 Current liabilities 110 Non-current liabilities - Total liabilities $ 110 Net assets acquired $ 635 Goodwill arising on acquisition Cost of investment $ 6,000 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 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 12.6 11.6 10 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 Goodwill is not expected to be deductible for tax purposes. (c) Acquisition of SerEnergy and FES 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 15 5,124,846 9.999 4.4 Assets and liabilities at acquisition The assets acquired and liabilities assumed at the date of acquisition were as follows (amounts in thousands): Assets Acquired and Liabilities Assumed Current assets Cash and cash equivalents $ 4,367 Other current assets 10,252 Total current assets $ 14,619 Non-current assets 5,388 Total assets $ 20,007 Current liabilities 5,800 Non-current liabilities 1,180 Total liabilities $ 6,980 Net assets acquired $ 13,027 Goodwill arising on acquisition Cost of investment Cash consideration $ 22,236 Share consideration 37,924 Total cost of investment 60,160 Less: Net assets value 13,027 Original excess purchase price $ 47,133 Fair value adjustments Real Property 76 New intangibles: Patents 16,893 Process know-how (IPR&D) 2,612 Order backlog 266 Total intangibles acquired $ 19,771 Deferred tax liability arising from the recognition of intangibles and real property valuation (5,452 ) Deferred tax assets on tax losses carried forward 3,339 Remaining Goodwill $ 29,399 The fair value of the 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 90 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 Goodwill is not expected to be deductible for tax purposes. Intangible assets The intangible assets recognized on the acquisition of SerEnergy and FES are as follows: Patents Two 2 7.2 10 10 Process know-how (IPR&D) SerEnergy and FES are currently developing cost reduction initiatives (unpatented know-how) related to membrane electrode assembly, bipolar plates, gaskets, burner/reformer and electronics. This IPR&D is evaluated as a significant asset for the business as it will allow significant cost reduction leading to higher profits in the future. These cost reductions are expected to be introduced in 2022 and 2023. The multi-period excess earnings method was applied to calculate the fair value of this asset. The discount rate used for the valuation of IPR&D was 10.1 6 Order backlogs Order backlogs recognized are in respect of two 2 |
Related party disclosures
Related party disclosures | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related party disclosures | 4. Related party disclosures Balances with related parties The were no Transactions with related parties Related parties’ transactions are in the normal course of operations and are measured at the amount of consideration established and agreed to by 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 |
Accounts receivable, net
Accounts receivable, net | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Accounts receivable, net | 5. Accounts receivable, net Accounts receivable consist of the following: Accounts Receivable (Amounts in thousands) June 30, December 31, Accounts receivable from third party customers $ 2,971 $ 3,550 Less: Allowance for credit losses (415 ) (411 ) Accounts receivable, net $ 2,556 $ 3,139 For the three and six months ended June 30, 2022 and 2021, changes in the allowance for credit losses were as follows: Changes in Allowance for Credit Losses (Amounts in thousands) For the (unaudited) For the (unaudited) For the (unaudited) For the (unaudited) Balance at beginning of period $ (402 ) $ - $ (411 ) $ - Additions (40 ) - (40 ) - Exchange differences 27 - 36 - Balance at end of period $ (415 ) $ - $ (415 ) $ - |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. Inventories Inventories consist of the following: Inventories (Amounts in thousands) June 30, December 31, Raw materials and supplies $ 7,008 $ 5,361 Work-in-process 440 757 Finished goods 2,844 888 Total $ 10,292 $ 7,006 Provision for slow moving inventory (44 ) (48 ) Total $ 10,248 $ 6,958 The changes in the provision for slow moving inventory is as follows: Changes in Provision for Slow Moving Inventory (Amounts in thousands) For the (unaudited) For the (unaudited) For the (unaudited) For the (unaudited) Balance at beginning of period $ (47 ) $ - $ (48 ) $ - Exchange differences 3 - 4 - Balance at end of period $ (44 ) $ - $ (44 ) $ - |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 6 Months Ended |
Jun. 30, 2022 | |
Prepaid Expenses And Other Current Assets | |
Prepaid expenses and other current assets | 7. Prepaid expenses and other current assets Prepaid expenses are analyzed as follows: Prepaid Expenses (Amounts in thousands) June 30, December 31, Prepaid insurance expenses $ 1,641 $ 355 Prepaid research expenses 391 495 Prepaid rent expenses 92 99 Other prepaid expenses 313 191 Total $ 2,437 $ 1,140 Prepaid insurance expenses as of June 30, 2022 and December 31, 2021 mainly include prepayments to insurers for directors’ and officers’ insurance services for liabilities that may arise in their capacity as directors and officers of a public entity. Prepaid research expenses as of June 30, 2022 and December 31, 2021 mainly relate to prepayments for expenses under the Cooperative Research and Development Agreement as discussed in Note 17. Other current assets are analyzed as follows: Other Current Assets (Amounts in thousands) June 30, December 31, VAT receivable $ 1,006 $ 981 Withholding tax 543 108 Grant receivable 396 510 Purchases under receipt 455 274 Guarantees 37 24 Other receivables 5,816 2,836 Total $ 8,253 $ 4,733 On March 8, 2021, the Company entered into a lease agreement for 21,401 8.0 5.7 2.6 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 8. Goodwill and Intangible Assets Goodwill As of June 30, 2022 and December 31, 2021, the Company had goodwill of $ 30.0 Goodwill (Amounts in thousands) Goodwill on acquisition of UltraCell (Note 3b) $ 631 Goodwill on acquisition of SerEnergy and FES (Note 3c) 29,399 Total goodwill $ 30,030 Intangible Assets Information regarding our intangible assets, including assets recognized from our acquisitions, as of June 30, 2022 and December 31, 2021 is as follows: Intangible Assets As of June 30, 2022 (unaudited) (Amounts in thousands) Gross Accumulated Net Indefinite-lived intangible assets: Trade name “UltraCell” $ 406 $ - $ 406 Total indefinite-lived intangible assets $ 406 $ - $ 406 Finite-lived intangible assets: Patents 21,221 (1,997 ) 19,224 Process know-how (IPR&D) 2,612 (362 ) 2,250 Order backlog 266 (222 ) 44 Software 226 (109 ) 117 Total finite-lived intangible assets $ 24,325 $ (2,690 ) $ 21,635 Total intangible assets $ 24,731 $ (2,690 ) $ 22,041 As of December 31, 2021 (Amounts in thousands) Gross Accumulated Amortization Net 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 no 0.4 In 2021, the Company also recorded $22.9 22,938 0.1 0.1 4.3 (IPR&D) 10 6 1 5 0.7 0 1.4 0.2 Amortization expense is recorded on a straight-line basis. Assuming constant foreign currency exchange rates and no change in the gross carrying amount of the intangible assets, future amortization expense related to the Company’s intangible assets subject to amortization as of June 30, 2022 is expected to be as follows: Future Amortization Expense (Amounts in thousands) Fiscal Year Ended December 31, 2022 $ 1,358 2023 2,607 2024 2,607 2025 2,607 2026 2,607 Thereafter 9,849 Total $ 21,635 |
Property, plant and equipment,
Property, plant and equipment, net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment, net | 9. Property, plant and equipment, net Our property, plant and equipment, net, consisted of the following: Property, plant and equipment, net (Amounts in thousands) June 30, December 31, Land, Buildings & Leasehold Improvements $ 1,864 $ 1,888 Machinery 7,936 8,756 Equipment 4,313 4,091 Assets under construction 1,969 431 $ 16,082 $ 15,166 Less: accumulated depreciation (6,434 ) (6,581 ) Total $ 9,648 $ 8,585 During the three and six months ended June 30, 2022, additions to property, plant and equipment of $ 1.8 2.7 During the three and six months ended June 30, 2021, $ 0.8 0.9 Assets under construction mainly relate to the design and construction of Company’s leased premises at Hood Park in Charlestown, as discussed in Note 7. Completed assets are transferred to their respective asset classes, and depreciation begins when an asset is ready for its intended use. During the three and six months ended June 30, 2022, the Company did not transfer assets under construction to machinery and equipment. Depreciation expense during the three months ended June 30, 2022 and 2021 was $ 0.4 0.1 0.8 0.1 There are no collaterals or other commitments on the Company’s property, plant and equipment. |
Other non-current assets
Other non-current assets | 6 Months Ended |
Jun. 30, 2022 | |
Other Non-current Assets | |
Other non-current assets | 10. Other non-current assets Other non-current assets as of June 30, 2022 and December 31, 2021 are mostly comprised of advances to suppliers for the acquisition of fixed assets of $ 2.4 2.2 0.2 0.2 |
Trade and other payables
Trade and other payables | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Trade and other payables | 11. Trade and other payables Trade and other payables include balances of suppliers and consulting service providers. Other payables includes $ 0.2 1.2 |
Other current liabilities
Other current liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Other Current Liabilities | |
Other current liabilities | 12. Other current liabilities As of June 30, 2022 and December 31, 2021, other current liabilities consist of the following: Other Current Liabilities and Accrued Expenses (Amounts in thousands) June 30, December 31, Accrued expenses (1) $ 1,479 $ 5,903 Other short-term payables (2) 4,711 4,590 Taxes and duties payable 529 1,236 Provision for unused vacation 487 424 Accrued provision for warranties, current portion (Note 14) 231 208 Social security funds 48 84 Overtime provision 38 70 Total $ 7,523 $ 12,515 (1) Accrued expenses are analyzed as follows: (Amounts in thousands) June 30, December 31, Accrued bonus $ - $ 3,603 Accrued construction fees 347 1,285 Accrued expenses for legal and consulting fees 197 334 Accrued payroll fees 190 129 Other accrued expenses 745 552 Total $ 1,479 $ 5,903 Accrued construction fees as of June 30, 2022 and December 31, 2021 relate to accrued fees for the design and construction of the Company’s leased workspace at Hood Park in Charlestown, as discussed in Note 7. Other accrued expenses mainly consist of accrual of staff expenses and audit fees. (2) Other short-term payables as of June 30, 2022 and December 31, 2021 include an amount of $ 4.4 |
Private Placement Warrants and
Private Placement Warrants and Working Capital Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Private Placement Warrants And Working Capital Warrants | |
Private Placement Warrants and Working Capital Warrants | 13. Private Placement Warrants and Working Capital Warrants In connection with the Business Combination, the Company assumed 3,940,278 400,000 As of June 30, 2022 and December 31, 2021, the Company had 4,340,278 1 11.50 30 5 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 According to the provisions of the Private Placement Warrants and Working Capital Warrants warrant agreements, the exercise price and number of shares of common stock issuable upon exercise of those warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Private Placement Warrants and Working Capital Warrants are classified as liabilities in accordance with the Company’s evaluation of the provisions of ASC 815- 40-15, which provides that a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant with a fixed exercise price and fixed number of underlying shares. |
Other long-term liabilities
Other long-term liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Other Long-term Liabilities | |
Other long-term liabilities | 14. Other long-term liabilities Other long-term liabilities as of June 30, 2022 and December 31, 2021 mainly include an amount of $ 0.7 0.8 0.9 1.0 8 2 |
Stockholders_ Equity _ (Deficit
Stockholders’ Equity / (Deficit) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity / (Deficit) | 15. Stockholders’ Equity / (Deficit) Shares Authorized As of June 30, 2022, the Company had authorized a total of 111,000,000 110,000,000 0.0001 1,000,000 0.0001 Common Stock On April 9, 2021, 22,798 On August 31, 2021, 5,124,846 On April 29, 2022, 9,652 On May 5, 2022, 348,962 On June 13, 2022, 9,652 On June 29, 2022, 9,652 As of June 30, 2022 and December 31, 2021, there were 51,631,509 51,253,591 0.0001 Public Warrants In connection with the Business Combination, the Company has assumed Public Warrants issued upon AMCI’s initial public offering. As of December 31, 2020, the Company had 22,052,077 11.50 22,798 11.50 262,177 22,798 22,029,279 Once the warrants become exercisable, the Company may redeem the Public Warrants: – in whole and not in part; – at a price of $ 0.01 – upon not less than 30 – if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $ 18.00 – if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. In addition, the warrant agreement provides that in case of a tender offer or exchange that involves 50% or more of the Company’s stockholders, the Public Warrants may be settled in cash, equity securities or other assets depending on the kind and amount received per share by the holders of the common stock in such consolidation or merger that affirmatively make such election. Public Warrants are classified in equity in accordance with the Company’s evaluation of the provisions of ASC 480 and ASC 815. The Company analyzed the terms of the Public Warrants and concluded that there are no terms that provide that the warrant is not indexed to the issuer’s common stock. The Company also analyzed the tender offer provision discussed above and considering that upon the Closing of the Business Combination the Company has a single class of common shares, concluded that the exception discussed in ASC 815-40-25 applies, and thus equity classification is not precluded. Stock-Based Compensation Plans 2021 Equity Incentive Plan The Company’s Board of Directors and shareholders previously approved the 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 that may be delivered in satisfaction of Awards under the Plan is 6,915,892 Stock Options 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 set forth in each agreement with an exercise price equal to the market price of Company’s common stock at the date of grant. Stock Options have been granted during the six months ended June 30, 2022 as follows: Activities for Stock Options Number of Strike Grant Date Granted on March 18, 2022 328,167 $ 2.94 $ 2.32 Total stock options granted in 2022 328,167 The following table presents the assumptions used to estimate the fair value of the stock options as of the Grant Date: Assumptions Used to Estimate the Fair Value of Stock Options Assumptions Stock options granted on Expected volatility 96.7 Risk-free rate 2.2 Time to maturity 6.25 The Stock Options are granted to each participant in connection with their employment with the Company. The Stock Options vest on a graded basis over 4 0.8 1.7 0.2 0.2 The following table summarizes the activities for our unvested stock options for the six months ended June 30, 2022: Activities for Unvested Stock Number of Weighted Average Unvested as of December 31, 2021 2,624,894 $ 4.88 Granted 328,167 $ 2.32 Vested (489,875 ) $ 5.04 Forfeited (33,469 ) $ 4.45 Unvested as of June 30, 2022 2,429,717 $ 4.51 As of June 30, 2022, there was $ 9.2 Restricted Stock Units 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 1 1 4 1.4 3.4 0.5 0.5 Restricted Stock Units have been granted during the six months ended June 30, 2022 as follows: Schedule of Restricted Stock Units Number of Grant Date Granted on March 18, 2022 328,167 $ 2.94 Granted on June 8, 2022 193,548 $ 1.55 Total restricted stock units granted in 2022 521,715 The following table summarizes the activities for our unvested RSUs for the six months ended June 30, 2022: Schedule of Unvested Restricted Stock Units Number of Weighted Average Unvested as of December 31, 2021 2,702,099 $ 9.65 Granted 521,715 $ 2.42 Vested (538,135 ) $ 10.36 Forfeited (62,414 ) $ 8.77 Unvested as of June 30, 2022 2,623,265 $ 8.09 As of June 30, 2022, there was $ 18.3 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 16. Revenue Revenue is analyzed as follows: Revenue Three Months Ended (unaudited) Six Months Ended (unaudited) (Amounts in thousands) 2022 2021 2022 2021 Sales of goods $ 2,213 $ 1,003 $ 2,889 $ 2,493 Sales of services 12 - 592 - Total revenue from contracts with customers $ 2,225 $ 1,003 $ 3,481 $ 2,493 The timing of revenue recognition is analyzed as follows: (Amounts in thousands) Three Months Ended Six Months Ended Timing of revenue recognition 2022 2021 2022 2021 Revenue recognized at a point in time $ 2,225 $ 1,003 $ 3,481 $ 1,833 Revenue recognized over time - - - 660 Total revenue from contracts with customers $ 2,225 $ 1,003 $ 3,481 $ 2,493 As of June 30, 2022 and December 31, 2021, Advent recognized contract assets of $ 1.0 1.6 As of June 30, 2022 and December 31, 2021, Advent recognized contract liabilities of $ 0.9 1.1 0.1 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 2.5 |
Collaborative Arrangements
Collaborative Arrangements | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborative Arrangements | 17. Collaborative Arrangements Cooperative Research and Development Agreement In August 2020, the Company entered into a Cooperative Research and Development Agreement (“CRADA”) with Triad National Security, LLC (“TRIAD”), Alliance for 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 1.2 0.6 Expenses from Collaborative Arrangements For the three and six months ended June 30, 2022, an amount of $ 0.3 0.6 no |
Convertible Bond Loan
Convertible Bond Loan | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Bond Loan | 18. Convertible Bond Loan On May 25, 2022, Advent SA and UNIFUND entered into an agreement to finance Cyrus with a convertible Bond Loan of € 1.0 0.3 8 3 2.5 Cyrus business relates to the research and experimental development in natural and mechanics, the construction of pumps and hydrogen compressors and the wholesale of compressors. Hydrogen compressors are critical part of the Hydrogen Refueling Stations (HRS) to be used by transport applications. Cyrus has developed a prototype Metal Hydride Compressor which offers unique advantages. The proceeds from the Bond Loan are to cover Cyrus’s working capital needs in the context of its operation and the product development. Mandatory conversion of the Bond Loan will occur in the event of qualified financing which is equivalent to a share capital increase by Cyrus in the first three years from the execution of the Bond Loan agreement with a total amount over €3 million which is covered by third parties unrelated to the basic shareholders or by investors related to them. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 19. Income Taxes To calculate the interim tax provision, at the end of each interim period the Company estimates the annual effective tax rate and applies that to its ordinary quarterly earnings. The effect of changes in the enacted tax laws or rates is recognized in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and judgments including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in foreign jurisdictions, permanent differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or the tax environment changes. |
Segment Reporting and Informati
Segment Reporting and Information about Geographical Areas | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting and Information about Geographical Areas | 20. Segment Reporting and Information about Geographical Areas Reportable Segments The Company develops and manufactures high-temperature proton exchange membranes (“HT-PEM” or “HT-PEMs”) and fuel cell systems for the off-grid and portable power markets and plans to expand into the mobility market. The Company’s current revenue is derived from the sale of fuel cell systems and from the sale of MEAs, membranes, and electrodes for specific applications in the fuel cell and energy storage (flow battery) markets. The research and development activities are viewed as another product line that contributes to the development, design, production and sale of fuel cell products; however, it is not considered a separate operating segment. The Company has identified one 1 Geographic Information The following table presents revenues, by geographic location (based on the location of the entity selling the product) for the three and six months ended June 30, 2022 and 2021: Revenues, by Geographic Location Three Months Ended Six Months Ended (Amounts in thousands) 2022 2021 2022 2021 North America $ 941 $ 928 $ 1,433 $ 2,264 Europe 1,256 75 1,635 229 Asia 28 - 413 - Total net sales $ 2,225 $ 1,003 $ 3,481 $ 2,493 |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 21. Commitments and contingencies Litigation The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events. There is no material pending or threatened litigation against the Company that remains outstanding as of June 30, 2022. Guarantee letters The Company has contingent liabilities in relation to performance guarantee letters and other guarantees provided to third parties that arise from its normal business activity and from which no substantial charges are expected to arise. As of June 30, 2022 and December 31, 2021, issued letters of guarantee amount to $ 0.1 2.7 Contractual obligations In December 2021, the Company entered into a supply agreement by and among the Company, in its capacity as Customer, and BASF New Business GmbH, in its capacity as Seller. The supply agreement provides for the purchase by the Company of 21,000 Contractual Obligations Fiscal Year Ended December 31, Quantity (m2) Price (Amounts in thousands) 2022 2,400 $ 773 2023 4,000 1,269 2024 6,000 1,699 2025 8,000 2,265 Total 20,400 $ 6,006 Operating Leases On February 5, 2021, the Company entered into a lease agreement by and among the Company, in its capacity as Tenant, and BP Hancock LLC, a Delaware limited liability company, in its capacity as landlord. 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 0.5 5 0.1 On March 8, 2021, the Company entered into a lease for 21,401 1.5 8.5 5 0.8 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 7,768 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 0.7 0.2 Future Lease Payments Future minimum lease payments under operating leases expiring subsequent to June 30, 2022, are summarized as follows (amounts in thousands): Future Minimum Lease Payments Fiscal Year Ended December 31, 2022 $ 781 2023 2,276 2024 2,266 2025 2,303 2026 1,920 Thereafter 6,325 Total $ 15,871 |
Net loss per share
Net loss per share | 6 Months Ended |
Jun. 30, 2022 | |
Net loss per share | |
Net loss per share | 22. Net loss per share Net loss per share is computed by dividing net loss by the weighted-average number of shares of 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 and 2021: Computation of Basic and Diluted Net Loss Per Share Three Months Ended (unaudited) Six Months Ended (unaudited) (Amounts in thousands, except share and per share amounts) 2022 2021 2022 2021 Numerator: Net loss $ (11,148 ) $ (3,143 ) $ (15,244 ) $ (237 ) Denominator: Basic weighted average number of shares 51,476,822 46,126,490 51,365,823 42,041,473 Diluted weighted average number of shares 51,476,822 46,126,490 51,365,823 42,041,473 Net loss per share: Basic $ (0.22 ) $ (0.07 ) $ (0.30 ) $ (0.01 ) Diluted $ (0.22 ) $ (0.07 ) $ (0.30 ) $ (0.01 ) Basic net loss per share is computed by dividing net loss for the periods presented by the weighted-average number of common shares outstanding during these periods. Diluted net loss per share is computed by dividing the net loss, by the weighted average number of common shares outstanding for the periods, adjusted for the dilutive effect of shares of common stock equivalents resulting from the assumed exercise of the Public Warrants, Private Placements Warrants, Working Capital Warrants, Stock Options and Restricted Stock Units. The treasury stock method was used to calculate the potential dilutive effect of these common stock equivalents. As the Company incurred losses for the three and six months ended June 30, 2022 and 2021, the effect of including any potential common shares in the denominator of diluted per-share computations would have been anti-dilutive; therefore, basic and diluted losses per share are the same. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 23. Subsequent Events On June 16, 2022, the Company announced the receipt of a notification from the Greek State informing the Company that the Important Project of Common European Interest (“IPCEI”) Green HiPo was submitted for ratification by the European Union (“EU”) for funding of € 782.1 |
Basis of presentation (Policies
Basis of presentation (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview | Overview On February 4, 2021 (“Closing Date”), AMCI Acquisition Corp. (“AMCI”), consummated the previously announced business combination (the “Business Combination”) pursuant to that certain merger agreement (the “Agreement and Plan of Merger”), dated October 12, 2020, by and among AMCI, AMCI Merger Sub Corp., a Delaware corporation and newly formed wholly-owned subsidiary of AMCI (“Merger Sub”), AMCI Sponsor LLC (the “Sponsor”), solely in the capacity as the representative from and after the effective time of the Business Combination for the stockholders of AMCI (the “Purchaser Representative”), Advent Technologies, Inc., a Delaware corporation (“Legacy Advent”), and Vassilios Gregoriou, solely in his capacity as the representative from and after the effective time for the Legacy Advent stockholders (the “Seller Representative”), as amended by Amendment No. 1 and Amendment No. 2 to the Agreement and Plan of Merger, dated as of October 19, 2020 and December 31, 2020, respectively, by and among AMCI, Merger Sub, Sponsor, Legacy Advent, and Seller Representative. In connection with the closing of the Business Combination (the “Closing”), AMCI acquired 100 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 On February 18, 2021, Advent Technologies, Inc. entered into a Membership Interest Purchase Agreement with Bren-Tronics, Inc. (“Seller”) and UltraCell, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Seller (“UltraCell”) (the “UltraCell Purchase Agreement”). See Note 3 “Business Combination” for additional information. UltraCell LLC was renamed to Advent Technologies LLC following its acquisition by the Company. On June 25, 2021, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”), with F.E.R. fischer Edelstahlrohre GmbH, a limited liability company incorporated under the Laws of Germany (the “Seller”) to acquire (the “Acquisition”) all of the issued and outstanding equity interests in SerEnergy A/S, a Danish stock corporation and a wholly-owned subsidiary of the Seller (“SerEnergy”) and fischer eco solutions GmbH, a German limited liability company and a wholly-owned subsidiary of the Seller (“FES”) together with certain outstanding shareholder loan receivables. See Note 3 “Business Combination” for additional information. SerEnergy A/S and FES were renamed to Advent Technologies A/S and Advent Technologies GmbH, respectively, following their acquisition by the Company. Advent Technologies Holdings, Inc. and its subsidiaries (collectively referred to as “Advent”, the “Company,” we,” “us” and “our”) is an advanced materials and technology development company operating in the fuel cell and hydrogen technology space. Advent develops, manufactures and assembles the critical components that determine the performance of hydrogen fuel cells and other energy systems. To date, Advent’s principal operations have been to develop and manufacture Membrane Electrode Assembly (MEA) and to design fuel cell stacks and complete fuel cell systems for a range of customers in the stationary power, portable power, automotive, aviation, energy storage and sensor markets. Advent has its headquarters in Boston, Massachusetts, a product development facility in Livermore, California, and production facilities in Greece, Denmark, and Germany and sales and warehousing facilities in the Philippines. The unaudited condensed consolidated financial statements of the Company have been prepared to reflect the consolidation of the companies listed below: Subsidiaries in Consolidation Company Name Country of Ownership Interest Statements of Operations Direct Indirect 2022 2021 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 02/19 – 6/30 Advent Technologies GmbH Germany 100 - 01/01 – 6/30 - Advent Technologies A/S Denmark 100 - 01/01 – 6/30 - Advent Green Energy Philippines, Inc Philippines - 100 01/01 – 6/30 - |
Unaudited Condensed Consolidated Financial Statements | Unaudited Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021, included in the Annual Report on Form 10-K filed with the SEC on March 31, 2022. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated. Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise specified. |
Going Concern | Going Concern The unaudited condensed consolidated financial statements have been prepared by management, assuming that the Company will continue as a going concern and accordingly, these financial statements do not include any adjustments that may result in the event the Company is unable to continue as a going concern. The management of the Company assesses the Company’s ability to continue as a going concern at each period end. The assessment evaluates whether there are conditions that give rise to substantial doubt to continue as a going concern within one year from the consolidated financial statements issuance date, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The management examines closely its operating results and its cash position and makes adjustments to its cash flow forecasts where necessary. Beginning in March 2020, the coronavirus (“COVID-19”) pandemic and the measures imposed 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 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 on the Company’s productivity, results of operations and financial position. At this stage, the Company maintains a strong financial position with its cash and cash equivalents amounting to $ 46.5 57.3 As of the date of this Quarterly Report on Form 10-Q, the Company’s existing cash resources are sufficient to support planned operations for the next 12 months. As a result, management believes that the Company’s existing financial resources are sufficient to continue operating activities for at least one year past the issuance date of the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates 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. |
Fair Value Measurements | Fair Value Measurements The Company follows the accounting guidance in ASC 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement 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: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. ● Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. |
Available for Sale Financial Asset | Available for Sale Financial Asset 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 million. As a part of this transaction, Advent SA offered €0.3 million in bond loans with an annual interest rate of 8.00%. The term of the loan is three years and there is a surcharge of 2.5% for overdue interest. Mandatory conversion of the Bond Loan will occur in the event of qualified financing which is equivalent to a share capital increase by Cyrus in the first three years from the execution of the Bond Loan agreement with a total amount over €3 million which is covered by third parties unrelated to the basic shareholders or by investors related to them. The Company classifies the Bond Loan as an available for sale financial asset on the condensed consolidated balance sheets. The Company recognizes interest income within the condensed consolidated statement of operations. The 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 the agreement date of May 25, 2022 through June 30, 2022. |
Warrant Liability | Warrant Liability As a result of the Business Combination, the Company assumed a warrant liability (the “Warrant Liability”) related to previously issued 3,940,278 1 11.50 400,000 1 11.50 400,000 22,029,279 1 11.50 The following tables summarize the fair value of the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021. Liabilities Measured at Fair Value on Recurring Basis As of June 30, 2022 (unaudited) (Amounts in thousands) Fair Value Unobservable Inputs 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 Liabilities Warrant liability $ 10,373 $ 10,373 $ 10,373 $ 10,373 As of December 31, 2021, the Company did no The carrying amounts of the Company’s remaining financial instruments reflected on the unaudited condensed consolidated balance sheets and which consist of cash and cash equivalents, accounts receivables, net, other current assets, trade and other payables, and other current liabilities, approximate their respective fair values due to their short-term nature. Changes in the fair value of Level 3 liabilities for the three and six months ended June 30, 2022 and 2021 were as follows: Change in Fair Value of Warrant Liability Warrant Liability (Amounts in thousands) For the For the For the For the June 30, Estimated fair value (beginning of period) $ 1,997 $ 23,350 $ 10,373 $ - Estimated fair value of warrant issuance - - - 33,116 Change in estimated fair value 217 (3,646 ) (8,159 ) (13,412 ) Estimated fair value (end of period) $ 2,214 $ 19,704 $ 2,214 $ 19,704 The Warrant Liability is remeasured to its fair value at each reporting period and upon settlement. The change in fair value is recognized in “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, we determined expected volatility based on a peer group of publicly traded companies. The following table provides quantitative information regarding Level 3 fair value measurement inputs as of their measurement date June 30, 2022: Fair Value Measurements Input Stock price $ 2.52 Exercise price (strike price) $ 11.50 Risk-free interest rate 2.95 % Volatility 74.20 % Remaining term (in years) 3.59 The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently issued accounting pronouncements adopted during the year: In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, ASU 2018-10, Codification Improvements to Topic 842, Leases, was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Additionally, ASU 2019-01, Codification Improvements to Topic 842, Leases and ASU 2020-02, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), provided additional clarifications for implementing ASU 2016.02. The new lease standard was originally effective for private entities on January 1, 2021, with early adoption permitted. Following the issuance of ASU 2020-05, Effective Dates for Certain Entities (Topic 842), the effective date of Leases was deferred for private entities (the “all other” category) to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application continues to be permitted which means that an entity may choose to implement Leases before those deferred effective dates. The Company adopted ASC 842 on January 1, 2022 for its annual consolidated financial statements and related disclosures and for interim periods within annual periods from January 1, 2023 in accordance with the adoption dates for private entities applicable to it under its emerging growth company status. When the Company presents the adoption of the new lease standard it will use the modified retrospective method. At the time the Company presents its interim consolidated financial statements for the first quarter of 2023, it will adjust the comparative period to reflect the adoption of this standard. Furthermore, the Company elected practical expedients, which allow entities (i) to not reassess whether any expired or existing contracts are considered or contain leases; (ii) to not reassess the lease classification for any expired or existing leases (iii) to not reassess initial direct costs for any existing leases and (iv) which allows to treat the lease and non-lease components as a single lease component due to its predominant characteristic. The Company expects this standard will have a material effect on its consolidated balance sheets with the recognition of new right-of-use assets and lease liabilities for all operating leases longer than one year in duration. The Company estimates both assets and liabilities on the condensed consolidated balance sheet will increase by approximately $ 15.8 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, does not believe that the standard will have a significant impact on the Company’s annual consolidated financial statements and related disclosures. Recently issued accounting pronouncements not yet adopted: In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. Furthermore, amendments, ASU 2019-10 and ASU 2019-11 provided additional clarification for implementing ASU 2016-13. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently in the process of evaluating the effect of this guidance on the consolidated financial statements. |
Basis of presentation (Tables)
Basis of presentation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Subsidiaries in Consolidation | Subsidiaries in Consolidation Company Name Country of Ownership Interest Statements of Operations Direct Indirect 2022 2021 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 02/19 – 6/30 Advent Technologies GmbH Germany 100 - 01/01 – 6/30 - Advent Technologies A/S Denmark 100 - 01/01 – 6/30 - Advent Green Energy Philippines, Inc Philippines - 100 01/01 – 6/30 - |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Liabilities Measured at Fair Value on Recurring Basis | Liabilities Measured at Fair Value on Recurring Basis As of June 30, 2022 (unaudited) (Amounts in thousands) Fair Value Unobservable Inputs 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 Liabilities Warrant liability $ 10,373 $ 10,373 $ 10,373 $ 10,373 |
Change in Fair Value of Warrant Liability | Change in Fair Value of Warrant Liability Warrant Liability (Amounts in thousands) For the For the For the For the June 30, Estimated fair value (beginning of period) $ 1,997 $ 23,350 $ 10,373 $ - Estimated fair value of warrant issuance - - - 33,116 Change in estimated fair value 217 (3,646 ) (8,159 ) (13,412 ) Estimated fair value (end of period) $ 2,214 $ 19,704 $ 2,214 $ 19,704 |
Fair Value Measurements Input | 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 |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Acquisition [Line Items] | |
Reconciles the Elements of Business Combination to Consolidated Statements | 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 | 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 |
UltraCell LLC [Member] | |
Business Acquisition [Line Items] | |
Assets Acquired and Liabilities Assumed | Assets Acquired and Liabilities Assumed Current assets Cash and cash equivalents $ 78 Other current assets 658 Total current assets $ 736 Non-current assets 9 Total assets $ 745 Current liabilities 110 Non-current liabilities - Total liabilities $ 110 Net assets acquired $ 635 Goodwill arising on acquisition Cost of investment $ 6,000 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 |
Ser Energy And F E S [Member] | |
Business Acquisition [Line Items] | |
Assets Acquired and Liabilities Assumed | Assets Acquired and Liabilities Assumed Current assets Cash and cash equivalents $ 4,367 Other current assets 10,252 Total current assets $ 14,619 Non-current assets 5,388 Total assets $ 20,007 Current liabilities 5,800 Non-current liabilities 1,180 Total liabilities $ 6,980 Net assets acquired $ 13,027 Goodwill arising on acquisition Cost of investment Cash consideration $ 22,236 Share consideration 37,924 Total cost of investment 60,160 Less: Net assets value 13,027 Original excess purchase price $ 47,133 Fair value adjustments Real Property 76 New intangibles: Patents 16,893 Process know-how (IPR&D) 2,612 Order backlog 266 Total intangibles acquired $ 19,771 Deferred tax liability arising from the recognition of intangibles and real property valuation (5,452 ) Deferred tax assets on tax losses carried forward 3,339 Remaining Goodwill $ 29,399 |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable (Amounts in thousands) June 30, December 31, Accounts receivable from third party customers $ 2,971 $ 3,550 Less: Allowance for credit losses (415 ) (411 ) Accounts receivable, net $ 2,556 $ 3,139 |
Changes in Allowance for Credit Losses | Changes in Allowance for Credit Losses (Amounts in thousands) For the (unaudited) For the (unaudited) For the (unaudited) For the (unaudited) Balance at beginning of period $ (402 ) $ - $ (411 ) $ - Additions (40 ) - (40 ) - Exchange differences 27 - 36 - Balance at end of period $ (415 ) $ - $ (415 ) $ - |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories (Amounts in thousands) June 30, December 31, Raw materials and supplies $ 7,008 $ 5,361 Work-in-process 440 757 Finished goods 2,844 888 Total $ 10,292 $ 7,006 Provision for slow moving inventory (44 ) (48 ) Total $ 10,248 $ 6,958 |
Changes in Provision for Slow Moving Inventory | Changes in Provision for Slow Moving Inventory (Amounts in thousands) For the (unaudited) For the (unaudited) For the (unaudited) For the (unaudited) Balance at beginning of period $ (47 ) $ - $ (48 ) $ - Exchange differences 3 - 4 - Balance at end of period $ (44 ) $ - $ (44 ) $ - |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Prepaid Expenses And Other Current Assets | |
Prepaid Expenses | Prepaid Expenses (Amounts in thousands) June 30, December 31, Prepaid insurance expenses $ 1,641 $ 355 Prepaid research expenses 391 495 Prepaid rent expenses 92 99 Other prepaid expenses 313 191 Total $ 2,437 $ 1,140 |
Other Current Assets | Other Current Assets (Amounts in thousands) June 30, December 31, VAT receivable $ 1,006 $ 981 Withholding tax 543 108 Grant receivable 396 510 Purchases under receipt 455 274 Guarantees 37 24 Other receivables 5,816 2,836 Total $ 8,253 $ 4,733 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill (Amounts in thousands) Goodwill on acquisition of UltraCell (Note 3b) $ 631 Goodwill on acquisition of SerEnergy and FES (Note 3c) 29,399 Total goodwill $ 30,030 |
Intangible Assets | Intangible Assets As of June 30, 2022 (unaudited) (Amounts in thousands) Gross Accumulated Net Indefinite-lived intangible assets: Trade name “UltraCell” $ 406 $ - $ 406 Total indefinite-lived intangible assets $ 406 $ - $ 406 Finite-lived intangible assets: Patents 21,221 (1,997 ) 19,224 Process know-how (IPR&D) 2,612 (362 ) 2,250 Order backlog 266 (222 ) 44 Software 226 (109 ) 117 Total finite-lived intangible assets $ 24,325 $ (2,690 ) $ 21,635 Total intangible assets $ 24,731 $ (2,690 ) $ 22,041 As of December 31, 2021 (Amounts in thousands) Gross Accumulated Amortization Net 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 |
Future Amortization Expense | Future Amortization Expense (Amounts in thousands) Fiscal Year Ended December 31, 2022 $ 1,358 2023 2,607 2024 2,607 2025 2,607 2026 2,607 Thereafter 9,849 Total $ 21,635 |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment, net | Property, plant and equipment, net (Amounts in thousands) June 30, December 31, Land, Buildings & Leasehold Improvements $ 1,864 $ 1,888 Machinery 7,936 8,756 Equipment 4,313 4,091 Assets under construction 1,969 431 $ 16,082 $ 15,166 Less: accumulated depreciation (6,434 ) (6,581 ) Total $ 9,648 $ 8,585 |
Other current liabilities (Tabl
Other current liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Current Liabilities | |
Other Current Liabilities and Accrued Expenses | Other Current Liabilities and Accrued Expenses (Amounts in thousands) June 30, December 31, Accrued expenses (1) $ 1,479 $ 5,903 Other short-term payables (2) 4,711 4,590 Taxes and duties payable 529 1,236 Provision for unused vacation 487 424 Accrued provision for warranties, current portion (Note 14) 231 208 Social security funds 48 84 Overtime provision 38 70 Total $ 7,523 $ 12,515 (1) Accrued expenses are analyzed as follows: (Amounts in thousands) June 30, December 31, Accrued bonus $ - $ 3,603 Accrued construction fees 347 1,285 Accrued expenses for legal and consulting fees 197 334 Accrued payroll fees 190 129 Other accrued expenses 745 552 Total $ 1,479 $ 5,903 Accrued construction fees as of June 30, 2022 and December 31, 2021 relate to accrued fees for the design and construction of the Company’s leased workspace at Hood Park in Charlestown, as discussed in Note 7. Other accrued expenses mainly consist of accrual of staff expenses and audit fees. (2) Other short-term payables as of June 30, 2022 and December 31, 2021 include an amount of $ 4.4 |
Stockholders_ Equity _ (Defic_2
Stockholders’ Equity / (Deficit) (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Activities for Stock Options | Activities for Stock Options Number of Strike Grant Date Granted on March 18, 2022 328,167 $ 2.94 $ 2.32 Total stock options granted in 2022 328,167 |
Assumptions Used to Estimate the Fair Value of Stock Options | Assumptions Used to Estimate the Fair Value of Stock Options Assumptions Stock options granted on Expected volatility 96.7 Risk-free rate 2.2 Time to maturity 6.25 |
Activities for Unvested Stock | Activities for Unvested Stock Number of Weighted Average Unvested as of December 31, 2021 2,624,894 $ 4.88 Granted 328,167 $ 2.32 Vested (489,875 ) $ 5.04 Forfeited (33,469 ) $ 4.45 Unvested as of June 30, 2022 2,429,717 $ 4.51 |
Schedule of Restricted Stock Units | Schedule of Restricted Stock Units Number of Grant Date Granted on March 18, 2022 328,167 $ 2.94 Granted on June 8, 2022 193,548 $ 1.55 Total restricted stock units granted in 2022 521,715 |
Schedule of Unvested Restricted Stock Units | Schedule of Unvested Restricted Stock Units Number of Weighted Average Unvested as of December 31, 2021 2,702,099 $ 9.65 Granted 521,715 $ 2.42 Vested (538,135 ) $ 10.36 Forfeited (62,414 ) $ 8.77 Unvested as of June 30, 2022 2,623,265 $ 8.09 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Three Months Ended (unaudited) Six Months Ended (unaudited) (Amounts in thousands) 2022 2021 2022 2021 Sales of goods $ 2,213 $ 1,003 $ 2,889 $ 2,493 Sales of services 12 - 592 - Total revenue from contracts with customers $ 2,225 $ 1,003 $ 3,481 $ 2,493 The timing of revenue recognition is analyzed as follows: (Amounts in thousands) Three Months Ended Six Months Ended Timing of revenue recognition 2022 2021 2022 2021 Revenue recognized at a point in time $ 2,225 $ 1,003 $ 3,481 $ 1,833 Revenue recognized over time - - - 660 Total revenue from contracts with customers $ 2,225 $ 1,003 $ 3,481 $ 2,493 |
Segment Reporting and Informa_2
Segment Reporting and Information about Geographical Areas (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Revenues, by Geographic Location | Revenues, by Geographic Location Three Months Ended Six Months Ended (Amounts in thousands) 2022 2021 2022 2021 North America $ 941 $ 928 $ 1,433 $ 2,264 Europe 1,256 75 1,635 229 Asia 28 - 413 - Total net sales $ 2,225 $ 1,003 $ 3,481 $ 2,493 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligations | Contractual Obligations Fiscal Year Ended December 31, Quantity (m2) Price (Amounts in thousands) 2022 2,400 $ 773 2023 4,000 1,269 2024 6,000 1,699 2025 8,000 2,265 Total 20,400 $ 6,006 |
Future Minimum Lease Payments | Future Minimum Lease Payments Fiscal Year Ended December 31, 2022 $ 781 2023 2,276 2024 2,266 2025 2,303 2026 1,920 Thereafter 6,325 Total $ 15,871 |
Net loss per share (Tables)
Net loss per share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Net loss per share | |
Computation of Basic and Diluted Net Loss Per Share | Computation of Basic and Diluted Net Loss Per Share Three Months Ended (unaudited) Six Months Ended (unaudited) (Amounts in thousands, except share and per share amounts) 2022 2021 2022 2021 Numerator: Net loss $ (11,148 ) $ (3,143 ) $ (15,244 ) $ (237 ) Denominator: Basic weighted average number of shares 51,476,822 46,126,490 51,365,823 42,041,473 Diluted weighted average number of shares 51,476,822 46,126,490 51,365,823 42,041,473 Net loss per share: Basic $ (0.22 ) $ (0.07 ) $ (0.30 ) $ (0.01 ) Diluted $ (0.22 ) $ (0.07 ) $ (0.30 ) $ (0.01 ) |
Basis of presentation (Details)
Basis of presentation (Details) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Advent Technologies Inc. [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Company Name | Advent Technologies, Inc. | |
Country of Incorporation | USA | |
Statements of Operations date | 01/01 – 6/30 | 01/01 – 6/30 |
Advent Technologies Inc. [Member] | Direct Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | 100% | |
Advent Technologies Inc. [Member] | Indirect Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | (0.00%) | |
Advent Technologies S.A. [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Company Name | Advent Technologies S.A. | |
Country of Incorporation | Greece | |
Statements of Operations date | 01/01 – 6/30 | 01/01 – 6/30 |
Advent Technologies S.A. [Member] | Direct Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | 100% | |
Advent Technologies S.A. [Member] | Indirect Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | (0.00%) | |
Advent Technologies LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Company Name | Advent Technologies LLC | |
Country of Incorporation | USA | |
Statements of Operations date | 01/01 – 6/30 | 02/19 – 6/30 |
Advent Technologies LLC [Member] | Direct Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | (0.00%) | |
Advent Technologies LLC [Member] | Indirect Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | 100% | |
Advent Technologies GmbH [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Company Name | Advent Technologies GmbH | |
Country of Incorporation | Germany | |
Statements of Operations date | 01/01 – 6/30 | |
Advent Technologies GmbH [Member] | Direct Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | 100% | |
Advent Technologies GmbH [Member] | Indirect Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | (0.00%) | |
Advent Technologies A/S [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Company Name | Advent Technologies A/S | |
Country of Incorporation | Denmark | |
Statements of Operations date | 01/01 – 6/30 | |
Advent Technologies A/S [Member] | Direct Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | 100% | |
Advent Technologies A/S [Member] | Indirect Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | (0.00%) | |
Advent Green Energy Philippines, Inc [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Company Name | Advent Green Energy Philippines, Inc | |
Country of Incorporation | Philippines | |
Statements of Operations date | 01/01 – 6/30 | |
Advent Green Energy Philippines, Inc [Member] | Direct Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | (0.00%) | |
Advent Green Energy Philippines, Inc [Member] | Indirect Ownership [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership Interest | 100% |
Basis of presentation (Details
Basis of presentation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Feb. 04, 2021 |
Restructuring Cost and Reserve [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Cash and cash equivalents | $ 46,536 | $ 79,764 | |
Working capital | 57,300 | ||
Cash Equivalents [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Cash and cash equivalents | $ 46,500 | ||
AMCI Acquisition Corp [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Acquired percentage | 100% | ||
Common stock, par value (in dollars per share) | $ 0.0001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | $ 311 | $ 0 |
Liabilities | 2,214 | 10,373 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 311 | |
Liabilities | 2,214 | 10,373 |
Derivative Financial Instruments, Assets [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 311 | |
Derivative Financial Instruments, Assets [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 311 | |
Derivative Financial Instruments, Liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | 2,214 | 10,373 |
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | $ 2,214 | $ 10,373 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies,Fair value liabilities (Details) - Derivative Financial Instruments, Liabilities [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Estimated fair value at beginning balance | $ 1,997 | $ 23,350 | $ 10,373 | $ 0 |
Estimated fair value of warrant issuance | 0 | 0 | 0 | 33,116 |
Change in estimated fair value | 217 | (3,646) | (8,159) | (13,412) |
Estimated fair value at ending balance | $ 2,214 | $ 19,704 | $ 2,214 | $ 19,704 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies,Fair value measurement input (Details) - Derivative Financial Instruments, Liabilities [Member] | Jun. 30, 2022 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Remaining term | 3 years 7 months 2 days |
Measurement Input Stock Price [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Measurement input | 2.52 |
Measurement Input, Exercise Price [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Measurement input | 11.50 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Measurement input | 2.95 |
Measurement Input, Price Volatility [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Measurement input | 74.20 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Standards Update 2016-02 [Member] | ||
Right-of-use assets | $ 15,800 | |
Fair Value, Recurring [Member] | ||
Assets, Fair Value Disclosure | 311 | $ 0 |
Investor [Member] | ||
Non-interest bearing loan | $ 400,000 | |
Working Capital Warrants [Member] | ||
Warrants issued (in shares) | 400,000 | |
Number of shares called by each warrant (in shares) | 1 | |
Exercise price (in dollars per share) | $ 11.50 | |
Private Placement Warrant [Member] | ||
Warrants issued (in shares) | 22,029,279 | |
Number of shares called by each warrant (in shares) | 1 | |
Exercise price (in dollars per share) | $ 11.50 | |
Common Stock [Member] | Working Capital Warrants [Member] | ||
Number of shares called by each warrant (in shares) | 1 | |
Exercise price (in dollars per share) | $ 11.50 | |
Common Stock [Member] | Private Placement Warrant [Member] | ||
Number of shares called by each warrant (in shares) | 1 | |
Exercise price (in dollars per share) | $ 11.50 | |
Derivative Financial Instruments, Liabilities [Member] | ||
Warrants issued (in shares) | 3,940,278 | |
Derivative Financial Instruments, Liabilities [Member] | Common Stock [Member] | ||
Number of shares called by each warrant (in shares) | 1 | |
Exercise price (in dollars per share) | $ 11.50 |
Business Combination, AMCI Acqu
Business Combination, AMCI Acquisition Corp (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Feb. 04, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | |||||
Proceeds from issuance of common stock | $ 0 | $ 262 | |||
Less non-cash warrant liability assumed | $ 217 | $ (3,646) | $ (8,159) | $ (13,412) | |
AMCI Acquisition Corp [Member] | |||||
Business Acquisition [Line Items] | |||||
Proceeds from issuance of common stock | $ 93,311 | ||||
Less transaction costs and advisory fees paid | (17,189) | ||||
Less non-cash warrant liability assumed | (33,116) | ||||
AMCI Acquisition Corp [Member] | Private Investment In Public Equity [Member] | |||||
Business Acquisition [Line Items] | |||||
Proceeds from issuance of common stock | 65,000 | ||||
Net Business Combination and PIPE financing | $ 108,006 |
Business CombinationConsummatio
Business CombinationConsummation of business (Details) - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Common stock, shares outstanding (in shares) | 51,631,509 | 51,253,591 |
AMCI Acquisition Corp [Member] | ||
Business Acquisition [Line Items] | ||
Common stock, shares outstanding (in shares) | 46,105,947 | |
Less Redemption of AMCI shares (in shares) | (1,606) | |
AMCI Acquisition Corp [Member] | Parent Company [Member] | ||
Business Acquisition [Line Items] | ||
Common stock, shares outstanding (in shares) | 25,033,398 | |
AMCI Acquisition Corp [Member] | Private Investment In Public Equity [Member] | ||
Business Acquisition [Line Items] | ||
Common stock, shares outstanding (in shares) | 21,072,549 | |
Common stock, shares issued (in shares) | 6,500,000 | 6,500,000 |
AMCI Acquisition Corp [Member] | Common Class A [Member] | ||
Business Acquisition [Line Items] | ||
Common stock, shares outstanding (in shares) | 9,061,136 | |
AMCI Acquisition Corp [Member] | Common Class B [Member] | ||
Business Acquisition [Line Items] | ||
Common stock, shares outstanding (in shares) | 5,513,019 |
Business Combination, UltraCell
Business Combination, UltraCell LLC (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Feb. 18, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Current assets | |||
Intangibles acquired | $ 21,635 | $ 22,938 | |
Remaining Goodwill | 30,030 | $ 30,030 | |
UltraCell LLC [Member] | |||
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 value | 635 | ||
Cost of investment | 6,000 | ||
Consideration to be allocated | 5,365 | ||
Intangibles acquired | 4,734 | ||
Remaining Goodwill | 631 | $ 631 | |
UltraCell LLC [Member] | Trade Names [Member] | |||
Current assets | |||
Intangibles acquired | 406 | ||
UltraCell LLC [Member] | Patented Technology [Member] | |||
Current assets | |||
Finite-Lived Intangibles | $ 4,328 |
Business Combination, SerEnergy
Business Combination, SerEnergy and FES (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Aug. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Current assets | |||
Intangibles acquired | $ 21,635 | $ 22,938 | |
Remaining Goodwill | 30,030 | 30,030 | |
Patents [Member] | |||
Current assets | |||
Intangibles acquired | 19,224 | 20,276 | |
In Process Research and Development [Member] | |||
Current assets | |||
Intangibles acquired | 2,250 | 2,465 | |
Order or Production Backlog [Member] | |||
Current assets | |||
Intangibles acquired | 44 | $ 176 | |
Ser Energy And F E S [Member] | |||
Current assets | |||
Cash and cash equivalents | $ 4,367 | 4,400 | |
Other current assets | 10,252 | ||
Total current assets | 14,619 | ||
Non-current assets | 5,388 | ||
Total assets | 20,007 | ||
Current liabilities | 5,800 | ||
Non-current liabilities | 1,180 | ||
Total liabilities | 6,980 | ||
Net assets value | 13,027 | ||
Cash consideration | 22,236 | ||
Share consideration | 37,924 | ||
Cost of investment | 60,160 | ||
Original excess purchase price | 47,133 | ||
Fair value adjustment of Real Property | 76 | ||
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 | $ 29,399 | |
Ser Energy And F E S [Member] | Patents [Member] | |||
Current assets | |||
Intangibles acquired | 16,893 | ||
Ser Energy And F E S [Member] | In Process Research and Development [Member] | |||
Current assets | |||
Intangibles acquired | 2,612 | ||
Ser Energy And F E S [Member] | Order or Production Backlog [Member] | |||
Current assets | |||
Intangibles acquired | $ 266 |
Business Combination (Details N
Business Combination (Details Narrative) $ / shares in Units, € in Thousands, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Feb. 04, 2021 USD ($) $ / shares shares | Aug. 31, 2021 USD ($) Group Customer W kW shares | Aug. 31, 2021 EUR (€) Customer W kW shares | Feb. 18, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Apr. 02, 2021 $ / shares | |
Business Acquisition [Line Items] | ||||||||
Common stock, shares authorized (in shares) | shares | 110,000,000 | 110,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares authorized (in shares) | shares | 1,000,000 | 1,000,000 | ||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Proceeds from issuance of common stock | $ 0 | $ 262 | ||||||
Goodwill | $ 30,030 | $ 30,030 | ||||||
AMCI Acquisition Corp [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Merger consideration | $ 250,000 | |||||||
Purchase price | $ / shares | $ 10 | |||||||
Authorized issuance of shares (in shares) | shares | 111,000,000 | |||||||
Common stock, shares authorized (in shares) | shares | 110,000,000 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Preferred stock, shares authorized (in shares) | shares | 1,000,000 | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Proceeds from issuance of common stock | $ 93,311 | |||||||
Goodwill | 0 | |||||||
Intangible assets | 0 | |||||||
AMCI Acquisition Corp [Member] | Private Investment In Public Equity [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | $ / shares | $ 10 | |||||||
Common stock, shares issued (in shares) | shares | 6,500,000 | 6,500,000 | ||||||
Proceeds from issuance of common stock | $ 65,000 | |||||||
UltraCell LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Merger consideration | $ 6,000 | |||||||
Goodwill | 631 | $ 631 | ||||||
Intangible assets | 4,734 | |||||||
Cash consideration | 4,000 | |||||||
Additional cash required to Pay contingent consideration | 2,000 | |||||||
Cash and cash equivalents | $ 78 | |||||||
UltraCell LLC [Member] | Trade Names [Member] | Measurement Input Royalty Rate [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets, measurement input | 1.3 | |||||||
UltraCell LLC [Member] | Trade Names [Member] | Measurement Input, Discount Rate [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets, measurement input | 12.6 | |||||||
UltraCell LLC [Member] | Patented Technology [Member] | Measurement Input, Discount Rate [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets, measurement input | 11.6 | |||||||
UltraCell LLC [Member] | Assembled Workforce [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 190 | |||||||
Ser Energy And F E S [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Merger consideration | $ 60,160 | |||||||
Goodwill | 29,399 | 29,399 | ||||||
Cash consideration | 22,236 | |||||||
Consideration paid | $ 17,900 | € 15,000 | ||||||
Issued to the seller shares of common stock (in shares) | shares | 5,124,846 | 5,124,846 | ||||||
Percentage of share consideration | 9.999% | 9.999% | ||||||
Cash and cash equivalents | $ 4,367 | $ 4,400 | ||||||
Ser Energy And F E S [Member] | Minimum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
High temperature-PEM fuel cells coverage | W | 25 | 25 | ||||||
Ser Energy And F E S [Member] | Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
High temperature-PEM fuel cells coverage | kW | 90 | 90 | ||||||
Ser Energy And F E S [Member] | Patents [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets, measurement input | 0.072 | |||||||
Useful lives of assets | 10 years | |||||||
Number of group patents | Group | 2 | |||||||
Period of drive cash flows after new patents will be more relevance | 10 years | |||||||
Ser Energy And F E S [Member] | Assembled Workforce [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 2,400 | |||||||
Ser Energy And F E S [Member] | In Process Research and Development [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets, measurement input | 10.1 | |||||||
Useful lives of assets | 6 years | |||||||
Ser Energy And F E S [Member] | Order or Production Backlog [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of main customers | Customer | 2 | 2 |
Related party disclosures (Deta
Related party disclosures (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Outstanding balances with related parties | $ 0 | $ 0 | |
Selling, General and Administrative Expenses [Member] | Signing Bonus and Transaction Bonus [Member] | Management [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction amount | $ 5,600 |
Accounts receivable, net (Detai
Accounts receivable, net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Accounts receivable from third party customers | $ 2,971 | $ 3,550 |
Less: Allowance for credit losses | (415) | (411) |
Accounts receivable, net | $ 2,556 | $ 3,139 |
Accounts receivable, net (Det_2
Accounts receivable, net (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Receivables [Abstract] | ||||
Balance at beginning of year | $ (402) | $ 0 | $ (411) | $ 0 |
Additions | (40) | (40) | ||
Exchange differences | 27 | 0 | 36 | 0 |
Balance at end of year | $ (415) | $ 0 | $ (415) | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 7,008 | $ 5,361 |
Work-in-process | 440 | 757 |
Finished goods | 2,844 | 888 |
Total | 10,292 | 7,006 |
Provision for slow moving inventory | (44) | (48) |
Total | $ 10,248 | $ 6,958 |
Inventories Provision for slow
Inventories Provision for slow moving inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | ||||
Balance at beginning of year | $ (47) | $ (48) | ||
Exchange differences | 3 | 4 | ||
Balance at end of year | $ (44) | $ (44) |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Prepaid Expenses And Other Current Assets | ||
Prepaid insurance expenses | $ 1,641 | $ 355 |
Prepaid research expenses | 391 | 495 |
Prepaid rent expenses | 92 | 99 |
Other prepaid expenses | 313 | 191 |
Total | $ 2,437 | $ 1,140 |
Prepaid expenses and ther curre
Prepaid expenses and ther current assets,Other current asets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Prepaid Expenses And Other Current Assets | ||
VAT receivable | $ 1,006 | $ 981 |
Withholding tax | 543 | 108 |
Grant receivable | 396 | 510 |
Purchases under receipt | 455 | 274 |
Guarantees | 37 | 24 |
Other receivables | 5,816 | 2,836 |
Total | $ 8,253 | $ 4,733 |
Prepaid expenses and other cu_4
Prepaid expenses and other current assets (Details Narrative) $ in Thousands | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Aug. 31, 2021 ft² | Mar. 08, 2021 USD ($) ft² | Feb. 05, 2021 ft² |
Prepaid Expenses And Other Current Assets | |||||
Lease agreement | ft² | 1,017 | 21,401 | 6,041 | ||
Design and construction expenses will be reimbursed by lessor | $ 8,000 | ||||
Other receivables relating to the expenses reimbursable by the lessor | $ 5,700 | $ 2,600 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Goodwill (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | Feb. 18, 2021 |
Restructuring Cost and Reserve [Line Items] | ||||
Goodwill | $ 30,030 | $ 30,030 | ||
UltraCell LLC [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Goodwill | 631 | $ 631 | ||
Ser Energy And F E S [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Goodwill | $ 29,399 | $ 29,399 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 406 | $ 406 |
Gross Carrying Amount | 24,325 | 24,221 |
Accumulated Amortization | (2,690) | (1,283) |
Net Carrying Amount | 21,635 | 22,938 |
Gross Carrying Amount | 24,731 | 24,627 |
Accumulated Amortization | (2,690) | (1,283) |
Net Carrying Amount | 22,041 | 23,344 |
Patents [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 21,221 | 21,221 |
Accumulated Amortization | (1,997) | (945) |
Net Carrying Amount | 19,224 | 20,276 |
In Process Research and Development [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,612 | 2,612 |
Accumulated Amortization | (362) | (147) |
Net Carrying Amount | 2,250 | 2,465 |
Order or Production Backlog [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 266 | 266 |
Accumulated Amortization | (222) | (90) |
Net Carrying Amount | 44 | 176 |
Computer Software, Intangible Asset [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 226 | 122 |
Accumulated Amortization | (109) | (101) |
Net Carrying Amount | 117 | 21 |
UltraCell LLC [Member] | Trade Names [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 406 | $ 406 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Change in Accounting Estimate [Line Items] | ||
Total | $ 21,635 | $ 22,938 |
Intangible Assets, Amortization Period [Member] | ||
Change in Accounting Estimate [Line Items] | ||
2022 | 1,358 | |
2023 | 2,607 | |
2024 | 2,607 | |
2025 | 2,607 | |
2026 | 2,607 | |
Thereafter | 9,849 | |
Total | $ 21,635 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Feb. 18, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Goodwill | $ 30,000 | $ 30,000 | $ 30,000 | |||
Impairment of indefinite-lived intangible assets | 0 | 0 | ||||
Indefinite-lived intangible assets | 406 | 406 | ||||
Finite-Lived Intangible Assets, Net | 21,635 | 21,635 | 22,938 | |||
Amortization of intangible assets | 718 | $ (29) | 1,417 | $ 158 | ||
Computer Software, Intangible Asset [Member] | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Net | 117 | 117 | 21 | |||
Amortization of intangible assets | 100 | $ 100 | ||||
Useful life of intangible assets | 5 years | |||||
Patents [Member] | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Net | 19,224 | $ 19,224 | 20,276 | |||
Useful life of intangible assets | 10 years | |||||
In Process Research and Development [Member] | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Net | 2,250 | $ 2,250 | 2,465 | |||
Useful life of intangible assets | 6 years | |||||
Order or Production Backlog [Member] | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Assets, Net | 44 | $ 44 | 176 | |||
Useful life of intangible assets | 1 year | |||||
Finite-Lived Intangible Assets [Member] | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Amortization of intangible assets | $ 700 | $ 0 | $ 1,400 | 200 | ||
UltraCell LLC [Member] | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Amortization of intangible assets | $ 4,300 | |||||
UltraCell LLC [Member] | Trade Names [Member] | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Indefinite-lived intangible assets | $ 406 | $ 406 | ||||
UltraCell LLC [Member] | Trade Names [Member] | Finite-Lived Intangible Assets [Member] | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
Indefinite-lived intangible assets | $ 400 |
Property, plant and equipment_3
Property, plant and equipment, net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 16,082 | $ 15,166 |
Less: accumulated depreciation | (6,434) | (6,581) |
Property, plant and equipment, net | 9,648 | 8,585 |
Land, Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,864 | 1,888 |
Machinery [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 7,936 | 8,756 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,313 | 4,091 |
Asset under Construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,969 | $ 431 |
Property, plant and equipment_4
Property, plant and equipment, net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Addition to property and equipment | $ 1,800 | $ 800 | $ 2,700 | $ 900 |
Depreciation expense | $ 400 | $ 100 | $ 800 | $ 100 |
Other non-current assets (Detai
Other non-current assets (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Other Assets, Noncurrent | $ 2,696 | $ 2,475 |
Property, Plant and Equipment, Other Types [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Other Assets, Noncurrent | 2,400 | 2,200 |
Leaseholds and Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Other Assets, Noncurrent | $ 200 | $ 200 |
Trade and other payables (Detai
Trade and other payables (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Executive severance payable | $ 200 | $ 1,200 |
Other current liabilities (Deta
Other current liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Other Current Liabilities | |||
Accrued expenses (1) | [1] | $ 1,479 | $ 5,903 |
Other short-term payables (2) | 4,711 | 4,590 | |
Taxes and duties payable | 529 | 1,236 | |
Provision for unused vacation | 487 | 424 | |
Accrued provision for warranties, current portion (Note 14) | 231 | 208 | |
Social security funds | 48 | 84 | |
Overtime provision | 38 | 70 | |
Total | 7,523 | 12,515 | |
Accrued bonus | 3,603 | ||
Accrued construction fees | 347 | 1,285 | |
Accrued expenses for legal and consulting fees | 197 | 334 | |
Accrued payroll fees | 190 | 129 | |
Other accrued expenses | 745 | 552 | |
Total | 1,479 | 5,903 | |
Other short-term payables | $ 4,400 | $ 4,400 | |
[1]Accrued expenses are analyzed as follows: |
Private Placement Warrants an_2
Private Placement Warrants and Working Capital Warrants (Details Narrative) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Private Placement Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued (in shares) | 22,029,279 | |
Warrants outstanding (in shares) | 4,340,278 | |
Number of shares called by each warrant (in shares) | 1 | |
Exercise price (in dollars per share) | $ 11.50 | |
Warrants expiration period | 5 years | |
Private Placement Warrant [Member] | IPO [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued (in shares) | 3,940,278 | |
Working Capital Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued (in shares) | 400,000 | |
Warrants outstanding (in shares) | 4,340,278 | |
Number of shares called by each warrant (in shares) | 1 | |
Exercise price (in dollars per share) | $ 11.50 | |
Period to exercise warrants after business combination | 30 days | |
Warrants expiration period | 5 years | |
Period not to transfer, assign or sell warrants | 30 days |
Other long-term liabilities (De
Other long-term liabilities (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Other Long-term Liabilities | ||
Accrued warranty reserve, non-current | $ 700 | $ 800 |
Total accrued warranty reserve | $ 900 | $ 1,000 |
Percentage of accrued warranty reserve on sale price of fuel cells sold | 8% | |
Accrued warranty reserve period | 2 years |
Stockholders' Equity _ (Deficit
Stockholders' Equity / (Deficit), Stock Options (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 6 Months Ended | |
Mar. 18, 2022 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares (in shares) | 328,167 | |
Grant date fair value (in dollars per share) | $ 2.32 | |
Grant Date 1 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares (in shares) | 328,167 | |
Strike price (in dollars per share) | $ 2.94 | |
Grant date fair value (in dollars per share) | $ 2.32 |
Stockholders' Equity _ (Defic_2
Stockholders' Equity / (Deficit), Shares Authorized and Common Stock, Public Warrants (Details) - Grant Date 1 [Member] - Share-Based Payment Arrangement, Option [Member] | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected volatility | 96.70% |
Risk-free rate | 2.20% |
Time to maturity | 6 years 3 months |
Stockholders' Equity _ (Defic_3
Stockholders' Equity / (Deficit), Unvested Stock Options (Details) - Share-Based Payment Arrangement, Option [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unvested, beginning of period | shares | 2,624,894 |
Unvested as of beginning of period | $ / shares | $ 4.88 |
Granted | shares | 328,167 |
Granted | $ / shares | $ 2.32 |
Vested | shares | (489,875) |
Vested | $ / shares | $ 5.04 |
Forfeited | shares | (33,469) |
Forfeited | $ / shares | $ 4.45 |
Unvested, ending of period | shares | 2,429,717 |
Unvested as of ending of period | $ / shares | $ 4.51 |
Stockholders' Equity _ (Defic_4
Stockholders' Equity / (Deficit), Restricted Stock Units and Stock Grant Plans (Details) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Granted (in shares) | 521,715 |
Granted (in dollars per share) | $ / shares | $ 2.42 |
Equity Incentive Plan 2021 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Granted (in shares) | 521,715 |
Grant Date 1 [Member] | Equity Incentive Plan 2021 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Granted (in shares) | 328,167 |
Granted (in dollars per share) | $ / shares | $ 2.94 |
Grant Date 2 [Member] | Equity Incentive Plan 2021 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Granted (in shares) | 193,548 |
Granted (in dollars per share) | $ / shares | $ 1.55 |
Stockholders' Equity _ (Defic_5
Stockholders' Equity / (Deficit), Unvested Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unvested, beginning of period (in shares) | shares | 2,702,099 |
Unvested as of beginning of period (in dollars per share) | $ / shares | $ 9.65 |
Granted (in shares) | shares | 521,715 |
Granted (in dollars per share) | $ / shares | $ 2.42 |
Vested (in shares) | shares | (538,135) |
Vested (in dollars per share) | $ / shares | $ 10.36 |
Forfeited (in shares) | shares | (62,414) |
Forfeited (in dollars per share) | $ / shares | $ 8.77 |
Unvested, ending of period (in shares) | shares | 2,623,265 |
Unvested as of ending of period (in dollars per share) | $ / shares | $ 8.09 |
Stockholders_ Equity _ (Defic_3
Stockholders’ Equity / (Deficit) (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 29, 2022 | Jun. 13, 2022 | May 05, 2022 | Apr. 29, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | Aug. 09, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||||||||||||
Shares authorized (in shares) | 111,000,000 | 111,000,000 | ||||||||||
Common stock, shares authorized (in shares) | 110,000,000 | 110,000,000 | 110,000,000 | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, shares issued (in shares) | 51,631,509 | 51,631,509 | 51,253,591 | 5,124,846 | ||||||||
Common stock, shares outstanding (in shares) | 51,631,509 | 51,631,509 | 51,253,591 | |||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Maximum number of shares of stock | 328,167 | 328,167 | ||||||||||
Vesting on graded basis | 4 years | |||||||||||
Compensation cost | $ 800 | $ 200 | $ 1,700 | $ 200 | ||||||||
Unrecognized compensation cost | $ 9,200 | $ 9,200 | ||||||||||
Equity Incentive Plan 2021 [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Common stock, shares issued (in shares) | 9,652 | 9,652 | 348,962 | 9,652 | ||||||||
Maximum number of shares of stock | 6,915,892 | 6,915,892 | ||||||||||
Equity Incentive Plan 2021 [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Vesting on graded basis | 4 years | |||||||||||
Compensation cost | $ 1,400 | $ 500 | $ 3,400 | $ 500 | ||||||||
Unrecognized compensation cost | $ 18,300 | $ 18,300 | ||||||||||
Number of shares, right to receive (in shares) | 1 | |||||||||||
Restricted Stock Unit Agreement vesting term | 1 year | |||||||||||
Warrant [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Common stock, shares issued (in shares) | 22,798 | |||||||||||
Warrants outstanding (in shares) | 22,029,279 | 22,029,279 | 22,052,077 | |||||||||
Exercise price of warrant (in dollars per share) | $ 11.50 | $ 11.50 | $ 11.50 | |||||||||
Warrant holders exercised options to purchase additional shares (in shares) | 22,798 | 22,798 | ||||||||||
Proceeds from exercise of warrants | $ 262,177 | |||||||||||
Increase in shares outstanding (in shares) | 22,798 | |||||||||||
Warrant redemption price (in dollars per share) | $ 0.01 | $ 0.01 | ||||||||||
Notice period to redeem warrants | 30 days | |||||||||||
Share price (in dollars per share) | $ 18 | $ 18 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | $ 2,225 | $ 1,003 | $ 3,481 | $ 2,493 |
Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 2,225 | 1,003 | 3,481 | 1,833 |
Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 0 | 0 | 0 | 660 |
Sales of Goods [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 2,213 | 1,003 | 2,889 | 2,493 |
Service [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | $ 12 | $ 0 | $ 592 | $ 0 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Contract assets | $ 1,000 | $ 1,600 | |
Contract liabilities | 900 | $ 1,100 | |
Revenue recognized from contract liabilites | 100 | ||
Performance obligations | $ 2,500 | $ 2,500 |
Collaborative Arrangements (Det
Collaborative Arrangements (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Research and development expenses | $ 2,642 | $ 639 | $ 4,791 | $ 668 | |
Cooperative Research and Development Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Estimated total contribution of project | $ 1,200 | ||||
Contribution in cash | 1,200 | ||||
Contribution in-kind, personnel salaries | $ 600 | ||||
Collaborative Arrangement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Research and development expenses | $ 300 | $ 0 | $ 600 | $ 0 |
Convertible Bond Loan (Details
Convertible Bond Loan (Details Narrative) - Convertible Bond Loan [Member] € in Thousands | 1 Months Ended |
May 25, 2022 EUR (€) | |
Short-Term Debt [Line Items] | |
Debt amount | € 1,000 |
Annual interest | 8% |
Debt term | 3 years |
Overdue interest rate | 2.50% |
Advent S A [Member] | |
Short-Term Debt [Line Items] | |
Debt amount | € 300 |
Segment Reporting and Informa_3
Segment Reporting and Information about Geographical Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 2,225 | $ 1,003 | $ 3,481 | $ 2,493 |
North America [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 941 | 928 | 1,433 | 2,264 |
Europe [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 1,256 | 75 | 1,635 | 229 |
Asia [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 28 | $ 0 | $ 413 | $ 0 |
Segment Reporting and Informa_4
Segment Reporting and Information about Geographical Areas (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 Segment | |
Segment Reporting [Abstract] | |
Business segment | 1 |
Commitments and contingencies,
Commitments and contingencies, Contractual Obligations (Details) m² in Thousands, $ in Thousands | Dec. 31, 2021 USD ($) m² |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | m² | 2,400 |
2022 | $ | $ 773 |
2023 | m² | 4,000 |
2023 | $ | $ 1,269 |
2024 | m² | 6,000 |
2024 | $ | $ 1,699 |
2025 | m² | 8,000 |
2025 | $ | $ 2,265 |
Contractual obligation, quantity | m² | 20,400 |
Contractual obligation, Total | $ | $ 6,006 |
Commitments and contingencies_2
Commitments and contingencies, Operating Leases (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 781 |
2023 | 2,276 |
2024 | 2,266 |
2025 | 2,303 |
2026 | 1,920 |
Thereafter | 6,325 |
Total | $ 15,871 |
Commitments and contingencies_3
Commitments and contingencies (Details Narrative) | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Oct. 31, 2022 | Dec. 31, 2021 USD ($) m² | Aug. 31, 2021 USD ($) ft² | Aug. 31, 2021 EUR (€) ft² | Mar. 08, 2021 USD ($) ft² | Feb. 05, 2021 USD ($) ft² | |
Loss Contingencies [Line Items] | ||||||||||
Issued letters of guarantee | $ 100,000 | $ 100,000 | $ 2,700,000 | |||||||
Contractual obligation, quantity | m² | 21,000 | |||||||||
Area of leased space | ft² | 1,017 | 1,017 | 21,401 | 6,041 | ||||||
Annual rent | $ 1,500,000 | $ 500,000 | ||||||||
Lease contract term | 5 years | |||||||||
Security deposit | $ 30,000 | $ 800,000 | ||||||||
Term of option to extend lease | 5 years | |||||||||
Monthly basic rate plus VAT | € | € 7,768 | |||||||||
Operating lease expenses | 400,000 | $ 200,000 | 700,000 | $ 200,000 | ||||||
Forecast [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Lease contract term | 8 years 6 months | |||||||||
Other Noncurrent Assets [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Security deposit | $ 100,000 | $ 100,000 | $ 100,000 |
Net loss per share (Details)
Net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||
Net loss | $ (11,148) | $ (3,143) | $ (15,244) | $ (237) |
Denominator: | ||||
Basic weighted average number of shares | 51,476,822 | 46,126,490 | 51,365,823 | 42,041,473 |
Diluted weighted average number of shares | 51,476,822 | 46,126,490 | 51,365,823 | 42,041,473 |
Net loss per share: | ||||
Basic | $ (0.22) | $ (0.07) | $ (0.30) | $ (0.01) |
Diluted | $ (0.22) | $ (0.07) | $ (0.30) | $ (0.01) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) € in Thousands | Jun. 16, 2022 EUR (€) |
Subsequent Events [Abstract] | |
Funding amount | € 782,100 |