UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 16, 2024
Advent Technologies Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-38742 | | 83-0982969 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
5637 La Ribera St.
Suite A
Livermore, CA 94550
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (925) 455-9400
Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12) |
| ☐ | Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b)) |
| ☐ | Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common stock, par value $0.0001 per share | | ADN | | The Nasdaq Stock Market LLC |
| Warrants to purchase one share of common stock, each at an exercise price of $345.00 | | ADNWW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
This Amendment No. 1 to the Current Report on Form 8-K amends and restates Items 4.01 and 9.01 of the Current Report on Form 8-K filed by Advent Technologies Holdings, Inc. (“Advent” or the “Company”) on September 20, 2024 (the “Original Report”) regarding the disengagement of the Company’s former auditors, Ernst & Young (Hellas) Certified Auditors Accountants S.A. (“EY”) and the appointment of the Company’s new independent registered public accounting firm, M&K CPAS, PLLC (“M&K”). The new disclosures in these amended and restated items include a letter furnished by EY addressed to the Securities and Exchange Commission (the “SEC”) stating whether EY agrees with the statements made by the Company in this report and, if not, stating the respects, if any, in which EY does not agree with such statements.
| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
| (a) | Resignation of Independent Registered Public Accounting Firm. |
On September 17, 2024, the Audit Committee of the Board of Directors (the “Audit Committee”) of the Company dismissed EY as the Company’s independent registered public accounting firm.
EY has served as the Company’s independent registered public account firm since February 9, 2021, and also served as the independent registered public accounting firm of the Company’s subsidiary, Advent Technologies Inc. (the “Prior Company”) prior to the Prior Company’s business combination with the Company pursuant to that certain Agreement and Plan of Merger dated as of October 12, 2020, as amended (the “Business Combination”).
Although EY’s audit reports on the Company’s financial statements as of and for the fiscal years ended December 31, 2023 and 2022 contained an explanatory paragraph regarding the Company’s ability to continue as a going concern, such audit reports did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal year ended December 31, 2023 and the subsequent interim period through September 17, 2024: (1) there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K) with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of such disagreements in connection with its reports on the financial statements for such periods and (2) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except for the disclosure of the material weakness in the Company’s internal control over financial reporting as disclosed in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The Company provided EY with a copy of this report prior to its filing with the SEC and requested that EY furnish the Company with a letter addressed to the SEC stating whether EY agrees with the statements made by the Company in this report and, if not, stating the respects, if any, in which EY does not agree with such statements. The letter from EY, addressed to the SEC, was provided to the Company on October 1, 2024 and is attached hereto as Exhibit 16.1.
| (b) | Engagement of New Independent Registered Public Accounting Firm. |
On September 20, 2024, the Audit Committee appointed M&K as its new independent registered public accounting firm. The Company has authorized EY to respond fully to the inquiries of the successor independent registered accounting firm.
During the two most recent fiscal years and the subsequent interim period through September 20, 2024, the Company did not consult with M&K with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that M&K concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 1, 2024
| | Advent Technologies Holdings, Inc. |
| | | |
| | By: | /s/ Vassilios Gregoriou |
| | Name: | Vassilios Gregoriou |
| | Title: | Chairman and Chief Executive Officer |
