AMCI ACQUISITION COR

AMCI
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AMCI ACQUISITION CORP. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

11/25/2020 | 12:32pm

Item 1.01 Entry into a Material Definitive Agreement



On November 20, 2020, AMCI Acquisition Corp. (the "Company") issued a promissory
note (the "Note") in the principal amount of up to $1,000,000 to AMCI Sponsor
LLC
(the "Sponsor"). The Note was issued in connection with additional advances
the Sponsor has made, and may make in the future, to the Company in connection
with the proposed business combination between the Company and Advent
Technologies, Inc.
("Advent"). The Note bears no interest and is due and payable
upon the earlier to occur of (i) the date on which the Company consummates its
initial business combination and (ii) February 22, 2021. At the election of the
Sponsor, all or a portion of the unpaid principal amount of the Note may be
converted into warrants of the Company, each warrant exercisable for one share
of Class A common stock of the Company upon the consummation of an initial
business combination (the "Conversion Warrants"), equal to: (x) the portion of
the principal amount of the Note being converted, divided by (y) $1.00, rounded
up to the nearest whole number of warrants. The Conversion Warrants are
identical to the warrants issued by the Company to the Sponsor in a private
placement upon consummation of the Company's initial public offering. The
Conversion Warrants and their underlying securities are entitled to the
registration rights set forth in the Note.



The issuance of the Note was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.



The foregoing description is qualified in its entirety by reference to the Note,
a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off­balance Sheet Arrangement of a Registrant.



The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.



Additional Information about the Transaction and Where to Find It



In connection with the proposed transaction between the Company and Advent, the
Company has filed a registration statement on Form S-4, (SEC File No.
333-250946) which also includes a preliminary proxy statement, with the
Securities and Exchange Commission ("SEC), and will mail a definitive proxy
statement and other relevant documents to its stockholders. Investors and
security holders of the Company are advised to read the preliminary proxy
statement, and amendments thereto, and, when available, the definitive proxy
statement in connection with the Company's solicitation of proxies for its
special meeting of stockholders to be held to approve the transaction and
related matters, because the proxy statement will contain important information
about the transaction and the parties to the transaction. The definitive proxy
statement will be mailed to stockholders of the Company as of a record date to
be established for voting on the transaction. Stockholders will also be able to
obtain copies of the definitive proxy statement, without charge, once available,
at the SEC's website at www.sec.gov or by directing a request to: AMCI
Acquisition Corp.
, 1501 Ligonier Street, Suite 370, Latrobe, PA 15650.



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Participants in Solicitation



The Company and Advent and their respective directors, executive officers and
other members of their management and employees, under SEC rules, may be deemed
to be participants in the solicitation of proxies of the Company's stockholders
in connection with the proposed transaction. Information regarding the persons
who may, under SEC rules, be deemed participants in the solicitation of proxies
to the Company's stockholders in connection with the proposed transaction is set
forth in the registration statement on Form S-4 that includes the preliminary
proxy statement for the proposed transaction. Information concerning the
interests of the Company's and Advent's participants in the solicitation, which
may, in some cases, be different than those of the Company's and Advent's
stockholders generally, is set forth in the registration statement on Form S-4
that includes the proxy statement relating to the transaction.



Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.



Exhibit Number Description
10.1
Promissory Note of the Company, dated November 20, 2020.




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