|
|
• |
the merger of Advent with and into Merger Sub, a wholly owned subsidiary of AMCI, with Advent surviving the merger as a wholly owned subsidiary of AMCI;
|
|
|
• |
the redemption of 5,864,053 AMCI’s Class A common stock at a redemption price of $60 million, as a result of the voting for the amendment and extension of the certificate of incorporation of AMCI;
|
|
|
• |
the redemption of 1,606 shares of AMCI’s Class A common stock at a price of approximately $10.30 per share, for an aggregate of $16,536, in connection with the consummation of the Business Combination;
|
|
|
• |
the issuance and sale of 6,500,000 shares of AMCI’s Class A common stock at a purchase price of $10.00 per share, for an aggregate of $65 million, in the PIPE pursuant to the Subscription Agreement; and
|
|
|
|
|
| • |
the issuance and sale of 400,000 Working Capital Warrants at a price of $1.00 per Warrant.
|
|
|
|
•
|
the accompanying notes to the unaudited pro forma condensed combined financial statements;
|
|
|
•
|
the (i) historical audited financial statements of AMCI as of and for the year ended December 31, 2019 and (ii) historical condensed unaudited financial statements of AMCI as of and for the nine month period
ended September 30, 2020 and the related notes, in each case, incorporated by reference into this Current Report on Form 8-K;
|
|
|
•
|
the (i) historical audited consolidated financial statements of Advent as of and for the year ended December 31, 2019 and (ii) historical condensed unaudited consolidated financial statements of
Advent as of and for the nine month period ended September 30, 2020 and the related notes, in each case, incorporated by reference into this Current Report on Form 8-K; and |
|
|
•
|
other information relating to AMCI and Advent contained in the Proxy Statement / Prospectus, including the merger agreement and the description of certain terms thereof set forth under “The Business
Combination”.
|
|
Stockholder
|
|
|
||||
|
|
|
|
%
|
|
|
No. shares
|
|
Advent
|
|
|
54.3
|
25,033,398
|
||
|
Public
|
|
|
19.6
|
9,059,530
|
||
|
Sponsor
|
|
|
5.4
|
2,474,009
|
||
|
AMCI’s executive management
|
1.1%
|
485,000
|
||||
| Other AMCI holders |
|
|
5.5
|
2,554,010
|
||
|
PIPE Investors
|
|
|
14.1
|
6,500,000
|
||
|
Total
|
|
|
100%
|
46,105,947
|
||
|
|
• |
Advent’s existing stockholders have the greatest voting interest in the Combined Entity with 54% voting interest;
|
|
|
• |
the largest individual minority stockholder of the Combined Entity is an existing stockholder of Advent;
|
|
|
• |
Advent’s appointed directors represent five out of seven board seats for the Combined Entity’s board of directors;
|
|
|
• |
Advent selects all senior management (executives) of Combined Entity;
|
|
|
• |
Advent’s senior management comprise the majority of the senior management of the Combined Entity; and
|
|
|
• |
Advent operations are the only continuing operations of the Combined Entity.
|
|
|
|
|
As of
September 30, 2020
|
|
|
|
|
|
|
|
|
As of
September 30,
2020
|
|
|
|||
|
|
|
|
AMCI
(Historical)
|
|
|
Advent
(Historical)
|
|
|
Pro Forma
Adjustments
|
|
|
|
|
|
Pro Forma
Combined
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
$109,940
|
|
|
$929,283
|
|
|
$134,138,419
|
|
|
A
|
|
|
$135,177,642
|
|
|
|
Inventories
|
|
|
—
|
|
|
107,350
|
|
|
—
|
|
|
|
|
|
107,350
|
|
|
|
Accounts receivable, net
|
|
|
—
|
|
|
209,845
|
|
|
—
|
|
|
|
|
|
209,845
|
|
|
|
Contract assets
|
|
|
—
|
|
|
128,608
|
|
|
—
|
|
|
|
|
|
128,608
|
|
|
|
Prepaid expenses
|
|
|
—
|
|
|
2,106
|
|
|
—
|
|
|
|
|
|
2,106
|
|
|
|
Other current assets
|
|
|
—
|
|
|
298,922
|
|
|
—
|
|
|
|
|
|
298,922
|
|
|
|
Prepaid Expenses and other current assets
|
|
|
25,722
|
|
|
—
|
|
|
—
|
|
|
|
|
|
25,722
|
|
|
|
Total current assets
|
|
|
135,662
|
|
|
1,676,114
|
|
|
134,138,419
|
|
|
|
|
|
135,950,195
|
|
|
|
Cash and investments held in Trust Account
|
|
|
153,781,268
|
|
|
—
|
|
|
(153,781,268)
|
|
|
B
|
|
|
—
|
|
|
|
Property and equipment
|
|
|
—
|
|
|
162,899
|
|
|
—
|
|
|
|
|
|
162,899
|
|
|
|
Other assets
|
|
|
—
|
|
|
130
|
|
|
—
|
|
|
|
|
|
130
|
|
|
|
Total Assets
|
|
|
$153,916,930
|
|
|
$1,839,143
|
|
|
$(19,642,849)
|
|
|
|
|
|
$136,113,224
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable
|
|
|
57,810
|
|
|
—
|
|
|
(57,810)
|
|
|
C
|
|
|
—
|
|
|
|
Trade and other payables
|
|
|
—
|
|
|
363,261
|
|
|
—
|
|
|
|
|
|
363,261
|
|
|
|
Due to related parties
|
|
|
|
|
|
1,038,148
|
|
|
|
|
|
|
|
|
1,038,148
|
|
|
|
Accrued Expenses
|
|
|
10,903
|
|
|
—
|
|
|
(10,903)
|
|
|
C
|
|
|
—
|
|
|
|
Franchise tax payable
|
|
|
30,050
|
|
|
—
|
|
|
(30,050)
|
|
|
C
|
|
|
—
|
|
|
|
Income Tax payable
|
|
|
18,225
|
|
|
196,122
|
|
|
(18,225)
|
|
|
C
|
|
|
196,122
|
|
|
|
Promissory Note
|
|
|
2,330,304
|
|
|
—
|
|
|
(2,330,304)
|
|
|
C
|
|
|
—
|
|
|
|
Contract Liabilities
|
|
|
—
|
|
|
11,102
|
|
|
—
|
|
|
|
|
|
11,102
|
|
|
|
Other current liabilities
|
|
|
—
|
|
|
423,258
|
|
|
409,591
|
|
|
I,
E
|
|
|
832,849
|
|
|
|
Deferred income from grants, current
|
|
|
—
|
|
|
177,221
|
|
|
—
|
|
|
|
|
|
177,221
|
|
|
|
Total current liabilities
|
|
|
2,447,292
|
|
|
2,209,112
|
|
|
(2,037,701)
|
|
|
|
|
|
2,618,703
|
|
|
|
Deferred underwriting fees
|
|
|
7,718,227
|
|
|
—
|
|
|
(7,718,227)
|
|
|
D
|
|
|
—
|
|
|
|
Provision for staff leave indemnities
|
|
|
—
|
|
|
32,967
|
|
|
—
|
|
|
|
|
|
32,967
|
|
|
|
Deferred income from grants, non -current
|
|
|
|
|
|
131,370
|
|
|
|
|
|
|
|
|
131,370
|
|
|
|
Other long term liabilities
|
|
|
—
|
|
|
18,733
|
|
|
|
|
|
|
|
18,733
|
|
|
|
|
Total liabilities
|
|
|
10,165,519
|
|
|
2,392,182
|
|
|
(9,755,928)
|
|
|
|
|
|
2,801,773
|
|
|
|
Commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common stock subject to possible redemption
|
|
|
138,751,410
|
|
|
—
|
|
|
(138,751,410 )
|
|
|
K
|
|
|
—
|
|
|
|
Stockholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common stock
|
|
|
146
|
|
|
—
|
|
|
4,471
|
|
|
L
|
|
|
4,617
|
|
|
|
Class B common stock
|
|
|
551
|
|
|
—
|
|
|
(551)
|
|
|
N
|
|
|
—
|
|
|
|
Common Stock (Advent)
|
|
|
—
|
|
|
3,016
|
|
|
(3,016)
|
|
|
O
|
|
|
—
|
|
|
|
Preferred stock series A (Advent)
|
|
|
—
|
|
|
844
|
|
|
(844)
|
|
|
O
|
|
|
—
|
|
|
|
Preferred stock series seed (Advent)
|
|
|
—
|
|
|
2,096
|
|
|
(2,096)
|
|
|
O
|
|
|
—
|
|
|
|
Additional paid-in capital
|
|
|
2,490,372
|
|
|
10,534,202
|
|
|
141,913,000
|
|
|
O
|
|
|
154,937,574
|
|
|
|
Accumulated other comprehensive income
|
|
|
—
|
|
|
105,315
|
|
|
|
|
|
|
|
|
105,315
|
|
|
|
Retained earnings
|
|
|
2,508,932
|
|
|
|
|
|
(2,508,932)
|
|
|
Q
|
|
|
—
|
|
|
|
Accumulated Deficit (Advent)
|
|
|
—
|
|
|
(11,198,513)
|
|
|
(10,537,542)
|
|
|
R
|
|
|
(21,736,055)
|
|
|
|
Total stockholders Equity
|
|
|
5,000,001
|
|
|
(553,040)
|
|
|
128,864,489
|
|
|
|
|
|
133,311,451
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
$153,916,930
|
|
|
$1,839,143
|
|
|
$(19,642,849)
|
|
|
|
|
|
$136,113,224
|
|
|
|
|
|
|
Nine Months
Ended
September 30, 2020
|
|
|
|
|
|
|
|
|
Nine Months
Ended
September 30,
2020
|
|
|
|||
|
|
|
|
AMCI
(Historical)
|
|
|
Advent
(Historical)
|
|
|
Pro Forma
Adjustments
|
|
|
|
|
|
Pro Forma
Combined
|
|
|
|
Revenue, net
|
|
|
$—
|
|
|
$526,032
|
|
|
$—
|
|
|
|
|
|
$526,032
|
|
|
|
Cost of revenues
|
|
|
—
|
|
|
(374,430)
|
|
|
—
|
|
|
|
|
|
(374,430)
|
|
|
|
Income from grants
|
|
|
|
|
|
159,182
|
|
|
—
|
|
|
|
|
|
159,182
|
|
|
|
Administrative and selling expenses
|
|
|
—
|
|
|
(1,636,449)
|
|
|
(1,113,036)
|
|
|
(CC)
|
|
|
(2,749,485)
|
|
|
|
Research and development
|
|
|
—
|
|
|
(81,273)
|
|
|
—
|
|
|
|
|
|
(81,273)
|
|
|
|
Operating Costs
|
|
|
(924,742)
|
|
|
—
|
|
|
90,000
|
|
|
(AA)
|
|
|
(834,742)
|
|
|
|
Franchise tax expense
|
|
|
(158,794)
|
|
|
—
|
|
|
—
|
|
|
|
|
|
(158,794)
|
|
|
|
Other operating expenses
|
|
|
—
|
|
|
(4,614)
|
|
|
|
|
|
|
|
(4,614)
|
|
|
|
|
Loss from operations
|
|
|
(1,083,536)
|
|
|
(1,411,553)
|
|
|
(1,023,036)
|
|
|
|
|
|
(3,518,125)
|
|
|
|
Other income - dividends and interest
|
|
|
832,809
|
|
|
—
|
|
|
(832,809)
|
|
|
(DD)
|
|
|
—
|
|
|
|
Finance costs
|
|
|
—
|
|
|
(4,749)
|
|
|
—
|
|
|
|
|
|
(4,749)
|
|
|
|
Foreign exchange differences, net
|
|
|
—
|
|
|
(26,584)
|
|
|
—
|
|
|
|
|
|
(26,584)
|
|
|
|
Other income
|
|
|
—
|
|
|
25,545
|
|
|
—
|
|
|
|
|
|
25,545
|
|
|
|
Other expenses
|
|
|
|
|
(697)
|
|
|
|
|
|
|
|
(697)
|
|
|
||
|
(Loss) Income before provision for income tax
|
|
|
(250,727)
|
|
|
(1,418,037)
|
|
|
(1,855,845)
|
|
|
|
|
|
(3,524,610)
|
|
|
|
Provision for income tax
|
|
|
(420,868)
|
|
|
—
|
|
|
420,868
|
|
|
(EE)
|
|
|
—
|
|
|
|
Net (loss) income
|
|
|
$(671,595)
|
|
|
$(1,418,037)
|
|
|
$(1,434,977)
|
|
|
|
|
|
$(3,524,610)
|
|
|
|
Weighted average number of common shares outstanding, basic and diluted
|
|
|
6,753,460
|
|
|
|
|
|
|
|
|
|
|
|
46,105,947
|
|
|
|
Basic and diluted net loss per share
|
|
|
$(0.13)
|
|
|
|
|
|
|
|
|
|
|
|
$(0.076)
|
|
|
|
|
|
|
Twelve Months
Ended
December 31, 2019
|
|
|
|
|
|
|
|
|
Twelve Months
Ended
December 31,
2019
|
|
|
|||
|
|
|
|
AMCI
(Historical)
|
|
|
Advent
(Historical)
|
|
|
Pro Forma
Adjustments
|
|
|
|
|
|
Pro Forma
Combined
|
|
|
|
Revenues
|
|
|
$—
|
|
|
$620,168
|
|
|
$—
|
|
|
|
|
|
$620,168
|
|
|
|
Cost of revenues
|
|
|
—
|
|
|
(397,393)
|
|
|
—
|
|
|
|
|
|
(397,393)
|
|
|
|
Income from grants
|
|
|
—
|
|
|
601,945
|
|
|
—
|
|
|
|
|
|
601,945
|
|
|
|
Research and development
|
|
|
—
|
|
|
(124,728)
|
|
|
—
|
|
|
|
|
|
(124,728)
|
|
|
|
Administrative and selling expenses
|
|
|
—
|
|
|
(863,573)
|
|
|
(1,305,000)
|
|
|
(CC)
|
|
|
(2,168,573)
|
|
|
|
Operating Costs
|
|
|
(439,017)
|
|
|
|
|
|
120,000
|
|
|
(AA)
|
|
|
(319,017)
|
|
|
|
Franchise tax expense
|
|
|
(257,540)
|
|
|
—
|
|
|
—
|
|
|
|
|
|
(257,540)
|
|
|
|
Other operating expenses
|
|
|
—
|
|
|
(10,156)
|
|
|
—
|
|
|
|
|
|
(10,156)
|
|
|
|
Loss from operations
|
|
|
(696,557)
|
|
|
(173,737)
|
|
|
(1,185,000)
|
|
|
|
|
|
(2,055,294)
|
|
|
|
Other income - dividends and interest
|
|
|
4,638,361
|
|
|
(4,638,361)
|
|
|
|
|
|
(DD)
|
|
|
—
|
|
|
|
Finance costs
|
|
|
—
|
|
|
(72,117)
|
|
|
—
|
|
|
|
|
|
(72,117)
|
|
|
|
Finance costs- Related Parties
|
|
|
—
|
|
|
(34,541)
|
|
|
—
|
|
|
|
|
|
(34,541)
|
|
|
|
Foreign exchange differences, net
|
|
|
11,883
|
|
|
11,883
|
|
|
11,883
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
—
|
|
|
568
|
|
|
—
|
|
|
|
|
|
568
|
|
|
|
Other expenses
|
|
|
|
|
(2,483)
|
|
|
|
|
|
|
|
(2,483)
|
|
|
||
|
(Loss) Income before provision for income tax
|
|
|
3,941,804
|
|
|
(270,427)
|
|
|
(5,823,361)
|
|
|
|
|
|
(2,151,984)
|
|
|
|
Provision for income tax
|
|
|
(1,068,915)
|
|
|
(87,827)
|
|
|
1,068,915
|
|
|
(EE)
|
|
|
(87,827)
|
|
|
|
Net (loss) income
|
|
|
2,872,889
|
|
|
(358,254)
|
|
|
(4,754,446)
|
|
|
|
|
|
(2,239,811)
|
|
|
|
Weighted average number of common shares outstanding, basic and diluted
|
|
|
6,695,864
|
|
|
|
|
|
|
|
|
|
|
|
46,105,947
|
|
|
|
Basic and diluted net loss per share
|
|
|
$(0.05)
|
|
|
|
|
|
|
|
|
|
|
|
$(0.049)
|
|
|
|
1.
|
Basis of Presentation
|
|
|
• |
AMCI’s condensed unaudited balance sheet as of September 30, 2020 and the related notes incorporated by reference into this Current Report on Form 8-K; and
|
|
|
• |
Advent’s unaudited condensed consolidated balance sheet as of September 30, 2020 and the related notes incorporated by reference into this Current Report on Form 8-K.
|
|
|
• |
AMCI’s audited consolidated statement of operations for the year ended December 31, 2019 and the related notes included elsewhere in this proxy statement/ prospectus/ registration statement; and
|
|
|
• |
Advent’s audited statement of operations for the year ended December 31, 2019 and the related notes included elsewhere in this proxy statement/ prospectus/ registration statement.
|
|
|
• |
AMCI’s condensed unaudited consolidated statement of operations for the nine months ended September 30, 2020 and the related notes incorporated by reference into this Current Report on Form 8-K; and
|
|
|
• |
Advent’s unaudited interim condensed consolidated statement of operations for the nine months ended September 30, 2020 and the related notes incorporated by reference into this Current Report on Form 8-K.
|
|
2.
|
Accounting Policies and Reclassifications
|
|
3.
|
Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
|
|
(A)
|
Represents pro forma adjustments to the cash balance to reflect the following:
|
|
Investment held in Trust Account
|
|
|
$93,359,737
|
|
|
(B)
|
|
Net proceeds from subscription agreement
|
|
|
65,000,000
|
|
|
(J)
|
|
Settlement of AMCI’s current liabilities
|
|
|
(2,447,292)
|
|
|
(C)
|
|
Payment of deferred underwriter fees
|
|
|
(7,718,227)
|
|
|
(D)
|
|
Payment of transaction costs for Advent
|
|
|
(3,785,206)
|
|
|
(E)
|
|
Payment of transaction costs for AMCI
|
|
|
(4,740,442)
|
|
|
(F)
|
|
Payment of unrecognized contingent liability
|
|
|
(234,948)
|
|
|
(G)
|
|
Transaction bonus payments
|
|
|
(4,995,202)
|
|
|
(H)
|
|
One time signing bonus to executives
|
|
|
(700,000)
|
|
|
(I)
|
|
Sponsor’s working capital loan
|
400,000
|
(S)
|
||||
|
Total
|
|
|
$134,138,419
|
|
|
(A)
|
|
(B)
|
Reflects the reclassification of the remaining amount of $93,359,737 of cash and cash equivalents held in the Trust Account that becomes available following the merger, after giving effect to (i) the
redemption of 5,864,053 AMCI’s Class A common stock at a redemption value of $60,404,995 resulted from the voting for the amendment and extension of AMCI’s incorporation certificate and (ii) the redemption of 1,606 shares of AMCI’s Class A
common stock at a redemption value of $16,536 resulted in connection with the consummation of the Business Combination.
|
|
|
(C)
|
Reflects the repayment of AMCI’s current liabilities of $2,447,292, upon close of the Business Combination. Subsequent to September 30, 2020, AMCI drew an additional $35,344 from the promissory note, and as a
result, the cash and current liabilities accounts each increase by $35,344; as part of the Business Combination the additional current liability will be repaid.
|
|
(D)
|
Reflects the payment of $7,718,227 of deferred underwriters’ fees incurred during the AMCI initial public offering due upon completion of the Business Combination.
|
|||
|
(E)
|
Represents transaction costs incurred by Advent of approximately $3,785,206 for advisory, banking, printing, legal, and accounting fees that are not capitalized as a part of the merger. The unaudited pro
forma condensed combined balance sheet reflects these costs as a reduction of cash of $3,785,206 with a corresponding decrease in accumulated deficit of $3,494,797 and a decrease in other current liabilities of $290,409 related to the
accrued costs. These costs are not included in the unaudited pro forma condensed combined statement of operations as they are nonrecurring.
|
|||
|
(F)
|
Represents transaction costs and underwriting costs incurred by AMCI of approximately $4,740,442. These costs consist of $3,275,000 that were capitalized and offset against proceeds of the PIPE and $1,465,442
for advisory, banking, printing, legal and accounting fees that are not capitalized as part of the Business Combination. The unaudited pro forma condensed combined balance sheet reflects these costs as a reduction of cash of $4,368,925 with
a corresponding decrease of $3,275,000 in additional paid in capital and $1,465,442 in retained earnings. These costs are not included in the unaudited pro forma condensed combined statement of operations as they are nonrecurring.
|
|||
|
(G)
|
Reflects the payment of AMCI’s deferred unrecognized contingent liability of $234,948, payable at the consummation of the Business combination. The unaudited pro forma condensed combined balance sheet
reflects this cost as a reduction of cash of $234,948 with a corresponding decrease of $234,948 in retained earnings. This cost is not included in the unaudited pro forma condensed combined statement of operations as it is nonrecurring.
|
|||
|
(H)
|
Reflects Combined Entity’s Transaction Bonus Agreements with Advent’s management team for aggregate cash bonus payments of $4,995,202 payable in connection with the Closing.
|
|||
|
(I)
|
Represents one time signing bonus of an aggregate amount of $ 1,400,000 to the Chief Executive Officer, Chief Financial Officer, Chief Technology Officer and Chief Operating Officer and General Counsel of the
Combined Entity, payable in two equal installments, with the first being payday following the Closing, and the second one payday following the first anniversary of the Closing. The unaudited pro forma condensed combined balance sheet
reflects these costs as a reduction of cash of $700,000 and an increase in other current liabilities of $700,000.
|
|||
|
(J)
|
Reflects the proceeds of $65 million from the issuance and sale of 6,500,000 shares of AMCI’s Class A common stock at $10.00 per share pursuant to the subscription agreements entered on December 22, 2020
(($650 Class A common stock (L) and $64,999,350 at additional paid-in capital (O)).
|
|||
|
(K)
|
Reflects the redemption of $60,404,995 of AMCI Class A common stock on October 16, 2020, the redemption of $16,536 of AMCI Class A common stock on February 2, 2021 and the reclassification of the remaining
$78,329,879 of AMCI Class A common stock subject to possible redemption to permanent equity ($761 Class A common stock (L) and $78,329,118 at additional paid-in capital (O)).
|
|||
|
(L)
|
Represents pro forma adjustments to the AMCI Class A common stock balance to reflect the following:
|
|||
|
Reclassification of AMCI common stock subject to redemption
|
|
|
$761
|
|
|
(K)
|
|
Issuance of AMCI Class A common stock from subscription agreement
|
|
|
650
|
|
|
(J)
|
|
Recapitalization between Advent Common Stock and AMCI Common Stock
|
|
|
2,509
|
|
|
(M)
|
|
Conversion of AMCI’s Class B common stock to Class A common stock
|
|
|
551
|
|
|
(N)
|
|
|
|
|
$4,471
|
|
|
(L)
|
|
(M)
|
Represents recapitalization of common shares between Advent common stock and AMCI common stock.
|
|||||||||||||||
|
(N)
|
Reflects the reclassification of AMCI’s Class B common stock to Class A common stock on Closing.
|
|||||||||||||||
|
(O)
|
Represents pro forma adjustments to additional paid-in capital balance to reflect the following:
|
|||||||||||||||
|
Reclassification of AMCI Class A common stock subject to redemption
|
|
|
$78,329,118
|
|
|
(K)
|
|
Issuance of AMCI Class A common stock from subscription agreement
|
|
|
64,999,350
|
|
|
(J)
|
|
Payment of estimated underwriting fees for the private placement
|
|
|
(3,275,000)
|
|
|
(F)
|
|
Recapitalization between Advent Common Stock and AMCI Common Stock
|
|
|
$(2,509)
|
|
|
(M)
|
|
Recognition of Advent’s unrecognized share-based compensation cost
|
|
|
$456,085
|
|
|
(P)
|
|
Advent’s equity reclassification adjustment
|
|
|
$5,956
|
|
|
|
|
|
|
|
$141,913,000
|
|
(O)
|
|
(P)
|
Represents the recognition of Advent’s unrecognized compensation cost related to non-vested share-based compensation arrangements of the Stock Grant Programs that become fully vested on the Business
Combination.
|
||||||||||||||||||
|
(Q)
|
Elimination of AMCI’s historical retained earnings after recording (i) the transaction costs to be incurred by AMCI as described in note 3(F), (ii) the unrecognized contingent liability of AMCI as described
in note 3(G), and (iii) issuance and sale of Working Capital Warrants as described in note 3(S).
|
||||||||||||||||||
|
(R)
|
Represents pro forma adjustments to Accumulated Deficit balance to reflect the following:
|
||||||||||||||||||
|
Payment of Advent’s transaction costs
|
|
|
$(3,494,797)
|
|
|
(E)
|
|
Transaction bonus payments
|
|
|
(4,995,202)
|
|
|
(H)
|
|
One time signing bonus to executives
|
|
|
(1,400,000)
|
|
|
(I)
|
|
Recognition of Advent’s unrecognized share-based compensation cost
|
|
|
(456,085)
|
|
|
(P)
|
|
Elimination of AMCI retained earnings after adjustments
|
|
|
(191,458)
|
|
|
(Q)
|
|
Total
|
|
|
(10,537,542)
|
|
|
(R)
|
|
(S)
|
On November 20, 2020, AMCI issued a promissory note to the Sponsor in the principal amount of up to $1,000,000 as a working capital loan and borrowed $400,000 on such working capital loan. On the Business
Combination the additional current liability was repaid through issuance and sale of 400,000, Working Capital Warrants at a price of $1.00 per Warrant. As a result, the cash was increased by $400,000, APIC increased by $ 1,400,000 and
retained earnings decreased by $1 million (assuming the market value of $3.50 per warrant on the Business Combination date).
|
|
(AA)
|
Represents pro forma adjustments to operating costs:
|
||||||||||||||
|
|
|
|
Year Ended
December 31, 2019
|
|
|
|
|
|
Nine months
ended
September 30,
2020
|
|
|
|
|||
|
Elimination of historical expenses related to AMCI’s office space and related support services
|
|
|
$(120,000)
|
|
|
(BB)
|
|
|
$(90,000)
|
|
|
(BB)
|
|||
|
Total
|
|
|
$(120,000)
|
|
|
(AA)
|
|
|
$(90,000)
|
|
|
(AA)
|
|||
|
(BB)
|
Represents pro forma adjustment to eliminate historical expenses related to AMCI Acquisition Corp office space and general administrative services pursuant to the Administrative Service Agreement terminated
on the Business Combination.
|
|
|
(CC)
|
Represents pro forma adjustment to reflect the new compensation arrangements with five key executives of the Combined Entity (Chief Executive Officer, Chief Financial Officer, Chief Marketing Officer, Chief
Technology Officer, Chief Operating Officer and General Counsel and Business Development Representative) in connection with the Business Combination based on the Employment Agreements or Term Sheets entered into on the date of the Merger
Agreement, resulting in an aggregate $1,305,000 increase in the annual compensation for these executives from their previous compensation and in an aggregate $1,113,036 increase in the compensation of these executives from their
compensation during the nine-month period ended September 30, 2020, which are reflected in the pro forma statements of operations.
|
|
(DD)
|
Represents pro forma adjustment to eliminate investment income related to the investment held in the Trust Account:
|
|
|
|
|
Year Ended
December 31, 2019
|
|
|
|
|
|
Nine months
ended
September 30,
2020
|
|
|
|
|
Adjustment to eliminate investment income
|
|
|
(4,638,361)
|
|
|
|
|
|
(832,809)
|
|
|
|
|
|
|
|
(4,638,361)
|
|
|
(DD)
|
|
|
(832,809)
|
|
|
(DD)
|
|
(EE)
|
Reflects income tax effect of pro forma adjustments using the estimated statutory tax rate of 24% (which is capped to the historical income tax expense incurred by AMCI).
|
|
4.
|
Loss per Share
|
|
|
|
|
Year Ended
December 31, 2019
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2020
|
|||||
|
Pro forma net loss
|
|
|
$(2,239,811)
|
|
|
|
|
|
|
$(3,524,610)
|
|||||
|
Basic weighted average shares outstanding
|
|
|
46,105,947
|
|
|
|
|
|
|
46,105,947
|
|||||
|
Net loss per share—basic and diluted(1)
|
|
|
$(0.049)
|
|
|
|
|
|
|
$(0.076)
|
|||||
|
(1)
|
For the purposes of applying the if converted method for calculating diluted earnings per share, it was assumed that all outstanding warrants sold in the initial public offering and the
private placement are converted to Class A common stock of AMCI. However, since this results in anti-dilution, the effect of such exchange was not included in calculation of diluted loss per share.
|
||||||||||||||