Core Insights - Advent Technologies Holdings, Inc. is supplying its proprietary membrane electrode assembly technology to Stralis Aircraft for their hydrogen electric Beechcraft Bonanza aircraft [1][2] - The collaboration aims to develop next-generation high temperature (HT-PEM) fuel cells, which are lighter and more efficient than existing alternatives, enabling longer flight ranges and lower operational costs [2][4] Company Overview - Advent Technologies is a U.S. corporation focused on developing, manufacturing, and assembling complete fuel cell systems, with approximately 150 patents related to fuel cell technology [3] - The company is headquartered in Livermore, California, and has offices in Greece, indicating a strong international presence in the renewable energy sector [3] Technology and Innovation - The HT-PEM membrane electrode assembly technology allows for efficient cooling of engines with smaller radiators, reducing weight and drag on aircraft [2] - Hydrogen electric propulsion systems have fewer moving parts and lower operating temperatures, which could lead to a 40-60% reduction in engine maintenance costs compared to traditional engines [2] Market Potential - Stralis Aircraft aims to be a leader in emission-free aviation, with their hydrogen-electric aircraft expected to travel ten times further than battery-electric alternatives at a lower cost than fossil fuel-powered planes [4] - The propulsion system developed by Stralis is six times lighter than automotive fuel cell systems, enhancing its suitability for aviation applications [4]

Core Viewpoint - Sapiens International Corporation N.V. has entered into a definitive agreement to be acquired by Advent for $43.50 per share, representing a 64% premium over its undisturbed closing share price of $26.52 on August 8, 2025, valuing the company at approximately $2.5 billion [1][5][7]. Transaction Details - The acquisition will be an all-cash transaction, with Sapiens shareholders receiving $43.50 per common share [1][5]. - The transaction is expected to close in Q4 2025 or Q1 2026, pending shareholder and regulatory approvals [9]. - Advent has secured committed debt and equity financing, with an aggregate equity contribution of $1.3 billion [8]. Strategic Rationale and Benefits - The acquisition is seen as a significant milestone for Sapiens, allowing the company to accelerate its innovation roadmap and expand its global reach [3]. - Advent's expertise and resources are expected to enhance Sapiens' ability to deliver value to customers and drive digital transformation in the insurance technology sector [3][4]. - The partnership aims to support insurance carriers in their transformation journey, focusing on product innovation and service excellence [4]. Company Background - Sapiens is a global leader in intelligent SaaS-based software solutions for the insurance industry, serving over 600 customers in more than 30 countries [12]. - The company specializes in AI-driven insurance software solutions across various markets, including Life, Pension & Annuities, and Property & Casualty [12]. Stakeholder Involvement - Existing shareholder Formula Systems will retain a minority stake in Sapiens post-acquisition [2]. - The Board of Directors of Sapiens has unanimously approved the transaction and recommended it to shareholders [9].

PART I—FINANCIAL INFORMATION [Item 1. Unaudited Condensed Consolidated Financial Statements](index=6&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Advent Technologies Holdings, Inc. presents its unaudited condensed consolidated financial statements, highlighting significant net loss, negative working capital, and a going concern warning [Unaudited Condensed Consolidated Balance Sheets](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) | Metric | June 30, 2025 (Unaudited, in thousands of US dollars) | December 31, 2024 (in thousands of US dollars) | | :-------------------------------- | :-------------------------- | :------------------ | | **ASSETS** | | | | Cash and cash equivalents | $75 | $381 | | Total current assets | $1,514 | $2,693 | | Total non-current assets | $5,176 | $5,314 | | **Total assets** | **$6,690** | **$8,007** | | **LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)** | | | | Total current liabilities | $29,362 | $28,772 | | Total non-current liabilities | $6,750 | $530 | | **Total liabilities** | **$36,112** | **$29,302** | | Total stockholders' equity/(deficit) | $(29,422) | $(21,295) | - The company's total assets decreased from **$8,007 thousand** at December 31, 2024, to **$6,690 thousand** at June 30, 2025; total liabilities increased from **$29,302 thousand** to **$36,112 thousand** over the same period, leading to a further deterioration in stockholders' equity from a deficit of **$(21,295) thousand** to **$(29,422) thousand**[16](index=16&type=chunk)[17](index=17&type=chunk) [Unaudited Condensed Consolidated Statements of Operations](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) | Metric | Three months ended June 30, 2025 (in thousands of US dollars) | Three months ended June 30, 2024 (in thousands of US dollars) | Six months ended June 30, 2025 (in thousands of US dollars) | Six months ended June 30, 2024 (in thousands of US dollars) | | :------------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue, net | $99 | $654 | $231 | $3,392 | | Gross loss | $(293) | $571 | $(473) | $2,832 | | Operating loss | $(2,925) | $2,673 | $(5,863) | $(1,692) | | Loss before income tax | $(3,797) | $(10,213) | $(7,070) | $(19,684) | | Net loss | $(3,797) | $(11,273) | $(7,071) | $(20,629) | | Basic loss per share | $(1.42) | $(4.28) | $(2.66) | $(7.91) | - For the three months ended June 30, 2025, net revenue significantly decreased to **$99 thousand** from **$654 thousand** in the prior year, resulting in a gross loss of **$(293) thousand** compared to a gross profit of **$571 thousand**; the net loss for the quarter was **$(3,797) thousand**, a substantial improvement from **$(11,273) thousand** in the same period last year, primarily due to the absence of large disposal/write-off losses seen in 2024[21](index=21&type=chunk) - For the six months ended June 30, 2025, net revenue was **$231 thousand**, down from **$3,392 thousand** in the prior year; the company reported a net loss of **$(7,071) thousand**, an improvement from **$(20,629) thousand** in the same period of 2024, largely influenced by reduced losses from discontinued operations and lower net gains/losses on asset disposals[21](index=21&type=chunk) [Unaudited Condensed Consolidated Statements of Comprehensive Loss](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) | Metric | Three months ended June 30, 2025 (in thousands of US dollars) | Three months ended June 30, 2024 (in thousands of US dollars) | Six months ended June 30, 2025 (in thousands of US dollars) | Six months ended June 30, 2024 (in thousands of US dollars) | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(3,797) | $(11,273) | $(7,071) | $(20,629) | | Foreign currency translation adjustment | $(1,100) | $50 | $(1,606) | $(57) | | Total other comprehensive loss | $(1,100) | $50 | $(1,606) | $(22) | | Comprehensive loss | $(4,897) | $(11,223) | $(8,677) | $(20,651) | - The company reported a comprehensive loss of **$(4,897) thousand** for the three months ended June 30, 2025, and **$(8,677) thousand** for the six months ended June 30, 2025, including significant foreign currency translation adjustments of **$(1,100) thousand** and **$(1,606) thousand** respectively[23](index=23&type=chunk) [Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity/(Deficit)](index=10&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity%2F%28Deficit%29) | Metric | Balance as of Dec 31, 2024 (in thousands of US dollars) | Stock based compensation expense (6M 2025, in thousands of US dollars) | Net loss (6M 2025, in thousands of US dollars) | Other comprehensive loss (6M 2025, in thousands of US dollars) | Balance as of June 30, 2025 (in thousands of US dollars) | | :-------------------------------- | :------------------------- | :--------------------------------------- | :------------------- | :----------------------------------- | :-------------------------- | | Additional paid-in capital | $199,015 | $550 | - | - | $199,565 | | Accumulated deficit | $(220,153) | - | $(7,071) | - | $(227,224) | | Accumulated other comprehensive loss | $(157) | - | - | $(1,606) | $(1,763) | | Total stockholders' equity/(deficit) | $(21,295) | $550 | $(7,071) | $(1,606) | $(29,422) | - For the six months ended June 30, 2025, total stockholders' equity/(deficit) decreased from **$(21,295) thousand** to **$(29,422) thousand**, primarily driven by a net loss of **$(7,071) thousand** and other comprehensive loss of **$(1,606) thousand**, partially offset by **$550 thousand** in stock-based compensation expense[29](index=29&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=14&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Cash Flow Activity | Six months ended June 30, 2025 (in thousands of US dollars) | Six months ended June 30, 2024 (in thousands of US dollars) | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net Cash used in Operating Activities | $(1,159) | $(4,001) | | Net Cash provided by / (used in) Investing Activities | $(29) | $272 | | Net Cash provided by Financing Activities | $893 | $282 | | Net decrease in cash and cash equivalents | $(306) | $(3,730) | | Cash and cash equivalents at end of period | $75 | $682 | - For the six months ended June 30, 2025, net cash used in operating activities improved to **$(1,159) thousand** from **$(4,001) thousand** in the prior year; investing activities used **$(29) thousand**, a decrease from **$272 thousand** provided in 2024; financing activities provided **$893 thousand**, significantly higher than **$282 thousand** in 2024, primarily due to proceeds from borrowings[35](index=35&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=16&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [Note 1. Basis of presentation](index=16&type=section&id=1.%20Basis%20of%20presentation) - Advent Technologies Holdings, Inc. is an advanced materials and technology development company focused on fuel cell and hydrogen technology, developing and manufacturing Membrane Electrode Assembly (MEA) and fuel cell systems[37](index=37&type=chunk) - The Company's headquarters are in Livermore, California, with MEA and fuel cell product development facilities in Livermore, California, and Patras, Greece; facilities in Boston, Denmark, and the Philippines were closed or liquidated in 2024[38](index=38&type=chunk) - On July 25, 2024, Advent Technologies A/S and its subsidiary Advent Green Energy Philippines, Inc. were declared bankrupt and are presented as discontinued operations[46](index=46&type=chunk) - The Company has suffered recurring operating losses and has a negative net working capital position of **$27.8 million** as of June 30, 2025; management concluded substantial doubt exists regarding the Company's ability to continue as a going concern for one year, citing insufficient cash to fund operations and capital expenditures[51](index=51&type=chunk)[55](index=55&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=19&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) - The Company operates in one reportable operating segment, with its Chief Executive Officer, Chief Technology Officer, Chief Operating Officer, and General Counsel jointly serving as the Chief Operating Decision-Maker (CODM)[58](index=58&type=chunk) - Advent SA provided a convertible bond loan of **€0.3 million** to Cyrus SA with an **8.00%** annual interest rate, classified as an available-for-sale financial asset and fully reserved as an expected credit loss as of June 30, 2025[62](index=62&type=chunk)[66](index=66&type=chunk) [Note 3. Related party disclosures](index=21&type=section&id=3.%20Related%20party%20disclosures) | Related Party | June 30, 2025 (Unaudited, in thousands of US dollars) | December 31, 2024 (in thousands of US dollars) | | :---------------- | :-------------------------- | :------------------ | | Vassilios Gregoriou | $130 | $125 | | Gary Herman | $44 | - | | Emory S. De Castro | $213 | $180 | | **Total Due to related parties** | **$387** | **$305** | - Outstanding balances due to executives and officers primarily relate to short-term promissory notes with a **5.00%** annual interest rate, due by August 31, 2026; Emory S. De Castro's balance also includes expenses paid on behalf of the Company[68](index=68&type=chunk)[69](index=69&type=chunk) [Note 4. Accounts receivable, net](index=21&type=section&id=4.%20Accounts%20receivable%2C%20net) | Metric | June 30, 2025 (Unaudited, in thousands of US dollars) | December 31, 2024 (in thousands of US dollars) | | :-------------------------------- | :-------------------------- | :------------------ | | Accounts receivable from third party customers | $2,056 | $2,799 | | Less: Allowance for credit losses | $(1,989) | $(1,837) | | **Accounts receivable, net** | **$67** | **$962** | - Net accounts receivable decreased significantly from **$962 thousand** at December 31, 2024, to **$67 thousand** at June 30, 2025, primarily due to an increase in the allowance for credit losses from **$(1,837) thousand** to **$(1,989) thousand**[71](index=71&type=chunk) [Note 5. Inventories](index=22&type=section&id=5.%20Inventories) | Metric | June 30, 2025 (Unaudited, in thousands of US dollars) | December 31, 2024 (in thousands of US dollars) | | :---------------------- | :-------------------------- | :------------------ | | Raw materials and supplies | $5,206 | $4,540 | | Finished goods | $50 | $229 | | Total | $5,256 | $4,769 | | Provision for inventory | $(5,256) | $(4,761) | | **Total Inventories** | **$0** | **$8** | - The provision for inventory increased from **$(4,761) thousand** at December 31, 2024, to **$(5,256) thousand** at June 30, 2025, resulting in a net inventory balance of **$0** at June 30, 2025, down from **$8 thousand**[72](index=72&type=chunk) [Note 6. Prepaid expenses and other current assets](index=22&type=section&id=6.%20Prepaid%20expenses%20and%20other%20current%20assets) | Metric | June 30, 2025 (Unaudited, in thousands of US dollars) | December 31, 2024 (in thousands of US dollars) | | :------------------------ | :-------------------------- | :------------------ | | Prepaid insurance expenses | $233 | $123 | | Prepaid research expenses | $164 | $255 | | Other prepaid expenses | $61 | $19 | | **Total Prepaid expenses** | **$458** | **$397** | | VAT receivable | $11 | $49 | | Grant receivable | $40 | $36 | | Other receivables | $246 | $237 | | **Total Other current assets** | **$297** | **$322** | - Prepaid expenses increased to **$458 thousand** at June 30, 2025, from **$397 thousand** at December 31, 2024, driven by higher prepaid insurance expenses; other current assets slightly decreased to **$297 thousand** from **$322 thousand**[73](index=73&type=chunk)[77](index=77&type=chunk) [Note 7. Intangible Assets](index=23&type=section&id=7.%20Intangible%20Assets) | Metric | June 30, 2025 (Unaudited, in thousands of US dollars) | December 31, 2024 (in thousands of US dollars) | | :---------------------- | :-------------------------- | :------------------ | | Gross Carrying Amount | $300 | $250 | | Accumulated Amortization | $(201) | $(165) | | **Net Carrying Amount** | **$99** | **$85** | - Net intangible assets, primarily software, increased to **$99 thousand** at June 30, 2025, from **$85 thousand** at December 31, 2024; amortization expense for intangible assets was **$7 thousand** for the three months ended June 30, 2025, and **$14 thousand** for the six months ended June 30, 2025[78](index=78&type=chunk)[80](index=80&type=chunk) [Note 8. Property, plant and equipment, net](index=24&type=section&id=8.%20Property%2C%20plant%20and%20equipment%2C%20net) | Metric | June 30, 2025 (Unaudited, in thousands of US dollars) | December 31, 2024 (in thousands of US dollars) | | :-------------------------------- | :-------------------------- | :------------------ | | Land, Buildings & Leasehold Improvements | $964 | $865 | | Machinery | $5,008 | $4,512 | | Equipment | $1,817 | $1,747 | | Less: accumulated depreciation | $(3,244) | $(102) | | Less: impairment | - | $(2,384) | | **Total Property, plant and equipment, net** | **$4,545** | **$4,638** | - Net property, plant and equipment decreased slightly to **$4,545 thousand** at June 30, 2025, from **$4,638 thousand** at December 31, 2024; this change reflects additions of **$5 thousand** for equipment in the six months ended June 30, 2025, and depreciation expense of **$0.4 million** for the same period[82](index=82&type=chunk)[83](index=83&type=chunk)[86](index=86&type=chunk) - During the three and six months ended June 30, 2024, the Company disposed of assets with an aggregate net book value of **$13.6 million** for net proceeds of **$0.9 million**, resulting in a loss of **$12.7 million**; this included a **$9.8 million** write-off of leasehold improvements and **$0.5 million** of furniture due to abandoning the Hood Park facility[84](index=84&type=chunk)[85](index=85&type=chunk) [Note 9. Other non-current assets](index=25&type=section&id=9.%20Other%20non-current%20assets) - Other non-current assets as of June 30, 2025, and December 31, 2024, remained stable at **$0.3 million**, primarily comprising advances to suppliers for fixed asset acquisition and guarantees to suppliers[87](index=87&type=chunk) [Note 10. Trade and other payables](index=25&type=section&id=10.%20Trade%20and%20other%20payables) - Trade and other payables increased to **$18.9 million** at June 30, 2025, from **$16.7 million** at December 31, 2024, reflecting higher balances due to suppliers and consulting service providers[88](index=88&type=chunk) [Note 11. Other current liabilities](index=25&type=section&id=11.%20Other%20current%20liabilities) | Metric | June 30, 2025 (Unaudited, in thousands of US dollars) | December 31, 2024 (in thousands of US dollars) | | :-------------------------- | :-------------------------- | :------------------ | | Accrued expenses | $320 | $388 | | Other short-term payables | $1,842 | $1,303 | | Taxes and duties payable | $302 | $330 | | Social security funds | $226 | $189 | | Fischer settlement – current liability | $411 | - | | **Total** | **$3,101** | **$2,210** | - Other current liabilities increased to **$3,101 thousand** at June 30, 2025, from **$2,210 thousand** at December 31, 2024, primarily due to higher other short-term payables and a new Fischer settlement current liability of **$411 thousand**[89](index=89&type=chunk) [Note 12. Leases](index=26&type=section&id=12.%20Leases) | Metric | June 30, 2025 (Unaudited, in thousands of US dollars) | December 31, 2024 (in thousands of US dollars) | | :---------------------- | :-------------------------- | :------------------ | | Right-of-use assets, net | $214 | $274 | | Operating lease liabilities (current) | $151 | $89 | | Long-term operating lease liabilities | $64 | $184 | | **Total discounted lease payments** | **$215** | **$273** | | Rental expense (3 months ended June 30) | $0.1 million | $0.2 million | | Rental expense (6 months ended June 30) | $0.1 million | $0.7 million | - Right-of-use assets and operating lease liabilities decreased from December 31, 2024, to June 30, 2025; rental expense for operating leases significantly decreased from **$0.7 million** to **$0.1 million** for the six months ended June 30, 2025, compared to the same period in 2024[93](index=93&type=chunk) [Note 13. Short-term loan payable](index=27&type=section&id=13.%20Short-term%20loan%20payable) - The Company entered into multiple short-term loan agreements with Agile Capital Funding, LLC, with the latest on June 20, 2025, for **$1.465 million**; this loan has an effective interest rate of **206%** per year and requires weekly payments through maturity on February 27, 2026[97](index=97&type=chunk) - These loans are collateralized by substantially all of the Company's assets, including goods, accounts, equipment, inventory, and intellectual property[98](index=98&type=chunk) [Note 14. Private Placement Warrants and Working Capital Warrants](index=28&type=section&id=14.%20Private%20Placement%20Warrants%20and%20Working%20Capital%20Warrants) - As of June 30, 2025, the Company had **65,671** Private Placement Warrants and Working Capital Warrants outstanding, each exercisable for one share of Common Stock at **$345.00** per share[100](index=100&type=chunk) - These warrants are classified as liabilities and are subject to re-measurement at fair value each reporting period, with changes recognized in the statement of operations, as they are not indexed to the issuer's common stock[102](index=102&type=chunk) [Note 15. Stockholders' Equity](index=28&type=section&id=15.%20Stockholders%27%20Equity) - As of June 30, 2025, the Company had **2,670,286** shares of common stock issued and outstanding, following the issuance of **33,778** common shares related to restricted stock unit vesting on April 14, 2025[104](index=104&type=chunk)[105](index=105&type=chunk) - A **1-for-30** reverse stock split was effective on May 13, 2024, converting existing shares and adjusting options, warrants, and convertible securities accordingly, without changing the authorized share count[106](index=106&type=chunk)[107](index=107&type=chunk)[109](index=109&type=chunk)[227](index=227&type=chunk) - The Company has an At The Market Offering Agreement to sell up to **$50 million** of common stock, with **56,349** shares sold during the six months ended June 30, 2024[110](index=110&type=chunk)[112](index=112&type=chunk) - Stock-based compensation expense for stock options and restricted stock units (RSUs) was **$0.2 million** and **$0.3 million**, respectively, for the six months ended June 30, 2025[120](index=120&type=chunk)[122](index=122&type=chunk) [Note 16. Revenue](index=32&type=section&id=16.%20Revenue) | Revenue Type | Three Months Ended June 30, 2025 (in thousands of US dollars) | Three Months Ended June 30, 2024 (in thousands of US dollars) | Six Months Ended June 30, 2025 (in thousands of US dollars) | Six Months Ended June 30, 2024 (in thousands of US dollars) | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Sales of goods | $72 | $654 | $78 | $2,274 | | Sales of services | $27 | - | $153 | $1,118 | | **Total revenue from contracts with customers** | **$99** | **$654** | **$231** | **$3,392** | | Revenue recognized at a point in time | $72 | $654 | $78 | $2,274 | | Revenue recognized over time | $27 | - | $153 | $1,118 | - Total revenue from contracts with customers decreased significantly to **$99 thousand** for the three months ended June 30, 2025, from **$654 thousand** in the prior year, and to **$231 thousand** for the six months ended June 30, 2025, from **$3,392 thousand** in the prior year, primarily due to a decline in sales of goods[124](index=124&type=chunk) - Contract liabilities increased to **$3.7 million** at June 30, 2025, from **$3.2 million** at December 31, 2024, indicating payments received in advance of performance obligations being satisfied[125](index=125&type=chunk) [Note 17. Collaborative Arrangements](index=33&type=section&id=17.%20Collaborative%20Arrangements) - The Company has a Cooperative Research and Development Agreement (CRADA) with Triad National Security, LLC, Alliance for Sustainable Energy LLC, and Brookhaven Science Associates, extended until September 3, 2024, to build a fuel cell prototype; the government's estimated contribution is **$1.2 million**, with the Company contributing **$1.2 million** in cash and **$0.6 million** in-kind[126](index=126&type=chunk) - For the three and six months ended June 30, 2024, **$0.1 million** was recognized in research and development expenses related to collaborative arrangements; no revenue has been recognized from the CRADA to date[126](index=126&type=chunk)[127](index=127&type=chunk) [Note 18. Income Taxes](index=33&type=section&id=18.%20Income%20Taxes) - For the six months ended June 30, 2025, the Company recorded an income tax expense of **$(1) thousand**, compared to a benefit of **$0.1 million** in the prior year, mainly related to net operating loss carryforwards[129](index=129&type=chunk) - A full valuation allowance is maintained against deferred tax assets for net operating losses, as it is more likely than not that the benefits will not be realized[130](index=130&type=chunk) [Note 19. Segment Reporting and Information about Geographical Areas](index=34&type=section&id=19.%20Segment%20Reporting%20and%20Information%20about%20Geographical%20Areas) - The Company operates as a single reportable business segment, focusing on the development and manufacturing of high-temperature proton exchange membranes (HT-PEMs) and fuel cell systems[131](index=131&type=chunk) | Geographic Location | Three Months Ended June 30, 2025 (in thousands of US dollars) | Three Months Ended June 30, 2024 (in thousands of US dollars) | Six Months Ended June 30, 2025 (in thousands of US dollars) | Six Months Ended June 30, 2024 (in thousands of US dollars) | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | North America | $10 | $649 | $135 | $3,217 | | Europe | $89 | $5 | $96 | $175 | | **Total net sales** | **$99** | **$654** | **$231** | **$3,392** | - North American revenue significantly decreased from **$3,217 thousand** to **$135 thousand** for the six months ended June 30, 2025, while European revenue decreased from **$175 thousand** to **$96 thousand** in the same period[133](index=133&type=chunk) [Note 20. Commitments and contingencies](index=35&type=section&id=20.%20Commitments%20and%20contingencies) - A former employee, Chris Kaskavelis, filed a claim against Advent SA for **€107,194.90** in unpaid wages, **€612,206.40** for severance, and **€50,000** for moral damages; the Company has accrued **$124 thousand** for unpaid wages but denies other claims[135](index=135&type=chunk) - The Company settled an arbitration award with F.E.R. fischer Edelstahlrohre GmbH for **€5,366,625.55**, payable in monthly installments starting September 1, 2025; a reduced settlement of **€4,366,625.55** is possible if paid by June 30, 2026, with an additional loss of **$1 million** recorded for this contingency in the six months ended June 30, 2025[136](index=136&type=chunk) - The Company terminated a supply agreement with BASF New Business GmbH, agreeing to return **4,473 sqm** of membrane and pay **€44,759** in unpaid license fees, while BASF waived payment of **€608,412** and the requirement to purchase **14,000 m2**[139](index=139&type=chunk) - A supply agreement with Shin-Etsu Polymer Singapore Pte, Ltd for bipolar plates is on hold, with Shin-Etsu potentially claiming the remaining purchase requirement of **57,600** pieces[140](index=140&type=chunk) [Note 21. Net loss per share](index=37&type=section&id=21.%20Net%20loss%20per%20share) Net Loss Per Share (Net loss in thousands of US dollars) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(3,797) | $(11,273) | $(7,071) | $(20,629) | | Basic weighted average number of shares | 2,665,089 | 2,634,179 | 2,653,490 | 2,609,549 | | Basic loss per share | $(1.42) | $(4.28) | $(2.66) | $(7.91) | | Diluted loss per share | $(1.42) | $(4.28) | $(2.66) | $(7.91) | - Basic and diluted loss per share were **$(1.42)** for the three months ended June 30, 2025, and **$(2.66)** for the six months ended June 30, 2025; the effect of potential common stock equivalents was anti-dilutive due to the Company incurring losses[143](index=143&type=chunk)[145](index=145&type=chunk) [Note 22. Discontinued Operations](index=38&type=section&id=22.%20Discontinued%20Operations) | Metric | Three Months Ended June 30, 2025 (in thousands of US dollars) | Three Months Ended June 30, 2024 (in thousands of US dollars) | Six Months Ended June 30, 2025 (in thousands of US dollars) | Six Months Ended June 30, 2024 (in thousands of US dollars) | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue, net | - | $151 | - | $864 | | Operating income/(loss) | - | $(1,060) | - | $(1,000) | | Income/(loss) from discontinued operations | - | $(1,060) | - | $(1,000) | | Comprehensive income/(loss) from discontinued operations | - | $(1,060) | - | $(965) | - For the three and six months ended June 30, 2025, there were no revenues or losses from discontinued operations, as Advent Technologies A/S and its subsidiary were declared bankrupt on July 25, 2024, and are being liquidated[46](index=46&type=chunk)[147](index=147&type=chunk) [Note 23. Subsequent Events](index=38&type=section&id=23.%20Subsequent%20Events) - On July 17, 2025, the Company settled an outstanding claim of **€10.4 million ($12.2 million)** against Advent Technologies, GmbH, with the bankruptcy trustee of Advent Technologies A/S for **€100 thousand ($119 thousand)**[148](index=148&type=chunk) - On August 6, 2025, the Company entered into a new enhanced license agreement with Triad National Security, LLC for the Ion Pair technology, gaining exclusivity in marine, aviation, and portable power fields while retaining non-exclusive rights elsewhere[149](index=149&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the Company's financial condition and operational results, including business developments, key performance factors, liquidity, capital resources, and critical accounting policies [Overview](index=39&type=section&id=Overview) - Advent Technologies Holdings, Inc. is an advanced materials and technology development company specializing in fuel cell and hydrogen technology, focusing on Membrane Electrode Assembly (MEA) and complete fuel cell systems for various markets[153](index=153&type=chunk)[154](index=154&type=chunk) - Current revenue is primarily from sales and servicing of fuel cell systems and MEAs, with future income expected to be weighted towards Joint Development Agreements (JDAs) and Technology Assessment Agreements (TAAs), supplemented by grant funding[155](index=155&type=chunk) [Business Developments](index=39&type=section&id=Business%20Developments) - The Company secured a **€34.5 million** non-dilutive grant from the EU Innovation Fund for its RHyno Project, aimed at establishing infrastructure for developing and manufacturing innovative fuel cells and electrolyzers at a megawatt scale[159](index=159&type=chunk)[160](index=160&type=chunk) - Advent entered a multi-million-dollar joint benchmarking project with Airbus to accelerate the development of its Ion Pair™ MEA technology for hydrogen fuel cells in aviation, with Phase Two kicking off in February 2025[162](index=162&type=chunk)[163](index=163&type=chunk) - The Honey Badger 50™ (HB50) portable fuel cell system was launched, fulfilling an order from the U.S. Department of Defense; subsequent contracts totaling **$5.0 million** were secured with the US DoD to optimize HB50 with Ion Pair MEA technology and develop advanced manufacturing processes[164](index=164&type=chunk)[167](index=167&type=chunk)[168](index=168&type=chunk) - Advent Technologies A/S was declared bankrupt on July 25, 2024, by a Danish court due to inability to pay claims, leading to its liquidation and that of its subsidiary, Advent Green Energy Philippines, Inc.[175](index=175&type=chunk) - The Company received Nasdaq deficiency letters for failing to meet the minimum bid price, periodic reporting requirements, and minimum stockholders' equity; while the bid price deficiency was resolved via a reverse stock split, remedial measures for the stockholders' equity deficiency are ongoing[171](index=171&type=chunk)[172](index=172&type=chunk)[173](index=173&type=chunk)[174](index=174&type=chunk) [Key Factors Affecting Our Results](index=43&type=section&id=Key%20Factors%20Affecting%20Our%20Results) - Future success depends on increased customer demand for fuel cell systems and MEAs, with anticipated substantial new orders from major organizations as production scales up[179](index=179&type=chunk) - The successful development of the Advanced MEA product, in partnership with Los Alamos National Laboratory, is crucial for achieving cost-competitiveness and widespread adoption of hydrogen fuel cells by delivering up to three times the power output of current MEAs[180](index=180&type=chunk) [Components of Results of Operations](index=44&type=section&id=Components%20of%20Results%20of%20Operations) - Revenue is expected to increase materially, shifting towards Joint Development Agreements (JDAs) and Technology Assessment Agreements (TAAs) over time[182](index=182&type=chunk) - Cost of revenues is expected to decrease as the focus shifts from product sales to services under JDAs and TAAs[183](index=183&type=chunk) - Research and development expenses are projected to increase substantially due to investments in improved technology and products[185](index=185&type=chunk) - Administrative and selling expenses are expected to rise in line with production and revenue growth, and due to costs associated with operating as a public company[186](index=186&type=chunk) [Results of Operations](index=46&type=section&id=Results%20of%20Operations) Comparison of Three Months Ended June 30, 2025 vs. 2024 (in thousands of US dollars) | Metric | 3 Months Ended June 30, 2025 (in thousands of US dollars) | 3 Months Ended June 30, 2024 (in thousands of US dollars) | $ Change (in thousands of US dollars) | % Change | | :------------------------------------------------ | :--------------------------- | :--------------------------- | :------- | :------- | | Revenue, net | $99 | $654 | $(555) | (84.9)% | | Gross profit / (loss) | $(293) | $571 | $(864) | (151.3)% | | Income from grants | $1 | $424 | $(423) | (99.8)% | | Research and development expenses | $(342) | $(695) | $353 | (50.8)% | | Administrative and selling expenses | $(1,956) | $2,374 | $(4,330) | (182.4)% | | Operating loss | $(2,925) | $2,673 | $(5,598) | (209.4)% | | Loss before income tax | $(3,797) | $(10,213) | $6,416 | (62.8)% | | Net loss | $(3,797) | $(11,273) | $7,476 | (66.3)% | Comparison of Six Months Ended June 30, 2025 vs. 2024 (in thousands of US dollars) | Metric | 6 Months Ended June 30, 2025 (in thousands of US dollars) | 6 Months Ended June 30, 2024 (in thousands of US dollars) | $ Change (in thousands of US dollars) | % Change | | :------------------------------------------------ | :--------------------------- | :--------------------------- | :------- | :------- | | Revenue, net | $231 | $3,392 | $(3,161) | (93.2)% | | Gross profit / (loss) | $(473) | $2,832 | $(3,305) | (116.7)% | | Income from grants | $43 | $1,262 | $(1,219) | (96.6)% | | Research and development expenses | $(698) | $(2,110) | $1,412 | (66.9)% | | Administrative and selling expenses | $(4,206) | $(3,819) | $(387) | 10.1% | | Operating loss | $(5,863) | $(1,692) | $(4,171) | 246.5% | | Loss before income tax | $(7,070) | $(19,684) | $12,614 | (64.1)% | | Net loss | $(7,071) | $(20,629) | $13,558 | (65.7)% | - Revenue decreased significantly for both the three-month (**84.9%**) and six-month (**93.2%**) periods ended June 30, 2025, primarily due to an increase in contract liabilities related to services under Joint Development Agreements and Technology Assessment Agreements expected to be delivered later in 2025[194](index=194&type=chunk)[204](index=204&type=chunk) - Operating loss worsened for both periods, increasing by **209.4%** for the three months and **246.5%** for the six months, driven by increased cost of revenues, reduced grant income, and higher administrative and selling expenses[193](index=193&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk)[198](index=198&type=chunk)[203](index=203&type=chunk)[205](index=205&type=chunk)[206](index=206&type=chunk)[208](index=208&type=chunk) [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) - As of June 30, 2025, the Company had **$0.1 million** in cash and cash equivalents, a working capital deficit of **$(27.8) million**, and used **$1.2 million** in operating activities for the six months then ended[215](index=215&type=chunk) - Management concluded that substantial doubt exists about the Company's ability to continue as a going concern for one year, citing insufficient cash to fund operations and the need to raise additional capital in the very short term[217](index=217&type=chunk) Consolidated Cash Flows (Six Months Ended June 30, in thousands of US dollars) | Cash Flow Activity | 2025 (in thousands of US dollars) | 2024 (in thousands of US dollars) | $ Change (in thousands of US dollars) | % Change | | :------------------------------------------ | :----- | :----- | :------- | :------- | | Net Cash used in Operating Activities | $(1,159) | $(4,001) | $2,842 | (71.0)% | | Net Cash provided by / (used in) Investing Activities | $(29) | $272 | $(301) | (110.7)% | | Net Cash provided by Financing Activities | $893 | $282 | $611 | 216.7% | | Net decrease in cash and cash equivalents | $(306) | $(3,730) | $3,424 | (91.8)% | | Cash and cash equivalents at the end of period | $75 | $682 | $(607) | (89.0)% | - Cash flows from financing activities significantly increased to **$0.9 million** for the six months ended June 30, 2025, primarily due to net proceeds from borrowings, compared to **$0.3 million** in 2024[223](index=223&type=chunk) EBITDA and Adjusted EBITDA (Six Months Ended June 30, in Millions of US dollars) | Metric (in Millions of US dollars) | 2025 | 2024 | $ Change | | :--------------------------------- | :--- | :--- | :------- | | Net loss from continuing operations | $(7.07) | $(19.63) | $12.56 | | EBITDA | $(5.46) | $(0.94) | $(4.52) | | Adjusted EBITDA | $(5.46) | $(1.00) | $(4.46) | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=57&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The Company outlines its exposure to market risks, including interest rate, inflation, and foreign exchange fluctuations, and discusses mitigation strategies - The Company holds **$0.1 million** in cash and cash equivalents and has **$1.5 million** in short-term debt, exposing it to interest rate risk, though current operating and savings accounts are not significantly affected by U.S. interest rate changes[257](index=257&type=chunk) - Inflation is not currently considered to have a material effect on the business; mitigation strategies include seeking alternative, lower-cost supplies and pre-buying materials[258](index=258&type=chunk) - Advent is exposed to foreign exchange risk due to costs and revenues denominated in Euros; while no hedging transactions have been entered into yet, the Company plans to implement mitigation features as it scales up[259](index=259&type=chunk) [Item 4. Controls and Procedures](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures) Management identified material weaknesses in internal controls as of June 30, 2025, but asserts fair financial statement presentation, with a remediation plan underway - As of June 30, 2025, the Company's disclosure controls and procedures were not effective due to identified material weaknesses in internal control over financial reporting[264](index=264&type=chunk) - Material weaknesses were identified in the entity-level control environment, financial statement close and reporting process (e.g., lack of documentation, reconciliation controls, segregation of duties), and IT processes (e.g., user access, application change controls)[271](index=271&type=chunk)[272](index=272&type=chunk)[273](index=273&type=chunk) - Despite the material weaknesses, management concluded that the financial statements in this report fairly present the Company's financial position, results of operations, and cash flows in accordance with U.S. GAAP[265](index=265&type=chunk)[274](index=274&type=chunk) - A remediation plan is being implemented to enhance the control environment, including hiring qualified professionals, improving IT systems, enhancing policies and documentation, and increasing testing frequency[275](index=275&type=chunk)[279](index=279&type=chunk) PART II—OTHER INFORMATION [Item 1. Legal Proceedings](index=61&type=section&id=Item%201.%20Legal%20Proceedings) This section details ongoing legal proceedings, including an employee claim, an arbitration settlement, and a shareholder demand letter regarding fiduciary duty - A former employee, Chris Kaskavelis, filed a claim against Advent SA for **€107,194.90** in unpaid wages, **€612,206.40** for severance, and **€50,000** for moral damages; the Company has accrued **$124 thousand** for unpaid wages but denies other claims[282](index=282&type=chunk) - The Company settled an arbitration award with F.E.R. fischer Edelstahlrohre GmbH for **€5,366,625.55**, payable in monthly installments starting September 1, 2025; a reduced settlement of **€4,366,625.55** is possible if paid by June 30, 2026[283](index=283&type=chunk) - A shareholder demand letter was received to inspect books and records regarding alleged breaches of fiduciary duty by AMCI's former board and officers in connection with the February 2021 merger; a putative class action complaint was filed in Delaware Court of Chancery, but the Company is not named as a defendant[284](index=284&type=chunk) [Item 1A. Risk Factors](index=62&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors detailed in the 2024 Annual Report are noted, which could significantly impact the Company's financial performance - There are no material changes to the risk factors described in the 2024 Annual Report, which cover potential significant negative impacts on the Company's business, financial condition, results of operations, cash flows, and prospects[287](index=287&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=62&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported for the period - No unregistered sales of equity securities or use of proceeds were reported[288](index=288&type=chunk) [Item 3. Defaults Upon Senior Securities](index=62&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported - No defaults upon senior securities were reported[289](index=289&type=chunk) [Item 4. Mine Safety Disclosures](index=62&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable to the Company[290](index=290&type=chunk) [Item 5. Other Information](index=62&type=section&id=Item%205.%20Other%20Information) No other information was reported - No other information was reported[291](index=291&type=chunk) [Item 6. Exhibits](index=63&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including certifications and XBRL data files | Exhibit Number | Description | | :------------- | :----------------------------------------------------------------- | | 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) | | 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) | | 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 | | 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 | | 101.INS* | Inline XBRL Instance | | 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | Signatures - The report was signed on August 12, 2025, by Gary Herman, Interim Chief Financial Officer, on behalf of Advent Technologies Holdings, Inc.[296](index=296&type=chunk)[297](index=297&type=chunk)

Core Viewpoint - Advent Technologies Holdings, Inc. has entered into a new enhanced license agreement with TRIAD National Security for the Ion Pair technology, gaining exclusivity in marine, aviation, and portable power sectors while retaining non-exclusive rights in other fields [1][5]. Group 1: Technology and Applications - The Ion Pair technology, developed at Los Alamos National Laboratory, is expected to significantly impact defense, homeland security, marine, and aviation systems by providing higher power density and simplified packaging [2][5]. - The exclusive fields of use for the technology include: - **Marine**: Applications for vessel propulsion, auxiliary power, and dockside support for various operations such as lighting, navigation, and climate control [2][3]. - **Aviation**: Fuel cell power systems for aircraft propulsion and auxiliary power units, supporting functions like cabin lighting and avionics testing [3]. - **Human Portable Power**: Fuel cell units weighing 160 lbs. (72 Kg.) or less, designed for defense and emergency operations, capable of providing power in remote or off-grid situations [4]. Group 2: Company Position and Vision - The CEO of Advent emphasizes that this license expansion solidifies the company's leadership in High Temperature PEM technology and is committed to commercializing the Ion Pair technology [5]. - Advent Technologies aims to accelerate electrification through advanced materials and next-generation fuel cell technology, with a strong focus on partnerships with Tier 1 companies and system integrators [6].

Company Overview - Acadian Timber Corp. is one of the largest timberland owners in Eastern Canada and the Northeastern U.S., managing approximately 2.4 million acres of land [4] - The company owns about 775,000 acres of freehold timberlands in New Brunswick and 300,000 acres in Maine, in addition to providing timber services for approximately 1.3 million acres of Crown licensed timberlands in New Brunswick [4] - Acadian's primary business includes forest management and the production of timber products such as softwood and hardwood sawlogs, pulpwood, and biomass by-products, serving around 90 regional customers [4] Business Strategy - The company's strategy focuses on maximizing cash flows from existing timberland assets through sustainable forest management and other land use activities [5] - Acadian aims to grow its business by acquiring additional assets and actively managing these assets to enhance performance [5] Financial Reporting - Acadian Timber Corp. will release its 2025 second quarter results after market close on August 6, 2025, with a conference call scheduled for August 7, 2025, at 1:00 PM (Eastern Time) to discuss financial and operating results [1][2]

Financial Performance - Total revenue decreased by approximately $2.6 million from approximately $2.7 million in Q1 2024 to approximately $0.1 million in Q1 2025, a decline of 95.2%[179]. - Cost of revenues decreased by approximately $0.2 million from approximately $0.5 million in Q1 2024 to approximately $0.3 million in Q1 2025, a decrease of 34.6%[180]. - Income from grants decreased by approximately $0.8 million from approximately $0.8 million in Q1 2024 to approximately $0.1 million in Q1 2025, a decline of 95.0%[181]. - Research and development expenses were approximately $0.4 million in Q1 2025, down from $1.4 million in Q1 2024, a decrease of 74.8%[182]. - Administrative and selling expenses were approximately $2.3 million in Q1 2025, down from $6.2 million in Q1 2024, a decrease of 63.7%[183]. - Operating loss improved by $1.4 million from $4.4 million in Q1 2024 to $2.9 million in Q1 2025, a reduction of 32.7%[178]. - Net loss from continuing operations was $3.3 million in Q1 2025 compared to $9.4 million in Q1 2024, a decrease of 65.2%[178]. - Adjusted Net Loss from continuing operations for the three months ended March 31, 2025, was $3.27 million, compared to $9.48 million in 2024, reflecting a $6.21 million improvement[229]. - Adjusted EBITDA for the three months ended March 31, 2025, was $(2.74) million, which is an improvement of $0.94 million compared to $(3.68) million in 2024[227]. - EBITDA for the three months ended March 31, 2025, was $(2.74) million, an improvement of $0.88 million from $(3.62) million in 2024[227]. Liquidity and Capital Structure - Cash and cash equivalents at the end of Q1 2025 were $0.3 million, down from $1.6 million at the end of Q1 2024, a decrease of 79.7%[190]. - The company recorded a working capital deficit of $(29.1) million as of March 31, 2025[188]. - The company faces significant liquidity risks and has substantial doubt regarding its ability to continue as a going concern for the next year[189]. - Net cash provided by operating activities was approximately $0.3 million for the three months ended March 31, 2025, compared to $(2.6) million for the same period in 2024[193]. - Advent had an unrestricted cash balance of approximately $0.3 million as of March 31, 2025, with short-term debt of $0.5 million[231]. Contracts and Grants - Advent secured a €34.5 million grant from the EU Innovation Fund for the RHyno Project, aimed at developing innovative fuel cells and electrolysers[145]. - Advent received a $2.2 million contract from the US DoD to optimize the Honey Badger 50™ system, focusing on integrating the Ion Pair MEA technology[153]. - A new $2.8 million contract with the US DoD aims to enhance production capacity for the HB50 system while maintaining quality[154]. - Advent's revenues are expected to increase materially, with a focus on Joint Development Agreements (JDAs) and Technology Assessment Agreements (TAAs) over time[166]. Operational Developments - The Honey Badger 50™ fuel cell system can generate up to 50W of continuous power, providing 65% weight savings compared to traditional batteries for military applications[150][152]. - Advent is developing its next generation MEA technology, expected to deliver up to three times the power output of its current MEA product, in partnership with Los Alamos National Laboratory[164]. Compliance and Legal Matters - The company faced compliance issues with Nasdaq due to stock price and reporting requirements but has since met the minimum bid requirement[156][157]. - Advent Technologies A/S was declared bankrupt, but the remainder of the company's entities will continue operations[160]. - An arbitration award of approximately €4.5 million was decided in favor of F.E.R. fischer Edelstahlrohre GmbH, which the company is appealing[161]. Accounting and Financial Reporting - Advent's consolidated financial statements are prepared in accordance with U.S. GAAP, requiring estimates and assumptions that could materially affect reported amounts[204]. - Recent accounting pronouncements are not expected to have a material impact on Advent's financial position or results of operations upon adoption[222]. - For the three months ended March 31, 2025, the net loss from continuing operations was $3.27 million, an improvement of $6.15 million compared to a net loss of $9.42 million in the same period of 2024[227]. Risk Factors - Advent does not currently believe that inflation has a material effect on its business and is taking steps to mitigate cost increases[232]. - The company is exposed to foreign exchange risk due to costs and revenues denominated in Euros, but has not yet entered into hedging transactions[233]. - The company intends to limit debt financing, thus minimizing exposure to interest rate risk in the future[231].

Revenue and Income - Advent's revenue primarily comes from the sale and servicing of fuel cell systems and Membrane Electrode Assemblies (MEAs), with expectations for significant future income from these markets[208]. - Total revenue from continuing operations increased by approximately $1.7 million or 113.3% from approximately $1.5 million in 2023 to approximately $3.3 million in 2024, driven by an increase in Joint Development Agreements[267]. - Revenues are expected to increase materially, with a focus on Joint Development Agreements (JDAs) and Technology Assessment Agreements (TAAs)[254]. - Advent anticipates substantial increased demand for its fuel cell systems and MEAs, with existing customers expected to increase order volume[251]. Grants and Collaborations - The company secured a €34.5 million grant from the EU Innovation Fund for the RHyno Project, aimed at developing innovative fuel cells and electrolysers[215]. - Advent entered a joint development agreement with Hyundai to enhance the HMC-Advent Ion Pair™ MEA, focusing on heavy-duty and stationary applications[228]. - The company has engaged in a multi-million-dollar collaboration with Airbus to optimize the Ion Pair™ MEA for aviation fuel cells, expected to last two years[218]. - Advent's collaboration with the Department of Energy National Laboratories aims to advance HT-PEM fuel cells for heavy-duty transportation and stationary power systems[226]. - The company is collaborating with BASF to develop a closed-loop supply chain for fuel cells, focusing on improved performance and cost competitiveness[230]. Product Development - Advent launched the Honey Badger 50™ Fuel Cell System, capable of generating up to 50W of continuous power with 65% weight savings compared to traditional batteries[236]. - In September 2023, Advent secured a $2.2 million contract with the US DoD to optimize the HB50 system, focusing on integrating Ion Pair MEA technology[239]. - A new $2.8 million contract was secured in December 2023 to develop advanced manufacturing processes for the HB50 system, aiming to increase production capacity[240]. - As of December 31, 2024, Advent continues to collaborate with the US DoD to advance HB50 technology[241]. - The company is developing its next generation MEA technology, which is expected to deliver up to three times the power output of current products[252]. Financial Performance - Cost of revenues decreased by approximately $5.5 million from approximately $7.0 million in 2023 to approximately $1.5 million in 2024, primarily due to a shift from product sales to Joint Development Agreements[268]. - Research and development expenses decreased from approximately $7.6 million in 2023 to approximately $3.2 million in 2024, reflecting cost reductions[270]. - Administrative and selling expenses decreased from approximately $28.8 million in 2023 to approximately $14.3 million in 2024, primarily due to cost and staff reductions[271]. - Net cash provided by operating activities from continuing operations was approximately $1.2 million in 2024, a significant improvement from $(21.0) million in 2023[286][287]. - Cash flows from investing activities provided approximately $1.2 million in 2024, primarily related to the sale of equipment, compared to $(5.3) million in 2023[288][289]. Stock and Equity - A reverse stock split of 1-for-30 was executed on May 13, 2024, adjusting all historical share amounts accordingly[213]. - Advent's stockholders' equity was reported at ($2,879,000) as of June 30, 2024, leading to non-compliance with Nasdaq's listing requirements[245]. - The company is authorized to issue 501,000,000 shares of Common Stock, which did not change as a result of the Reverse Stock Split[294]. Impairments and Contingencies - The company received an arbitration award in favor of F.E.R. for approximately €4.5 million, which it is appealing[249]. - Impairment losses of $9.8 million were recognized in 2023, primarily related to goodwill and other intangible assets[274]. - The company recorded a goodwill impairment charge of $0.6 million for the UltraCell Reporting Unit during the year ended December 31, 2023[316]. - A goodwill impairment charge of $5.1 million was recorded for the SerEnergy and FES Reporting Unit during the year ended December 31, 2023[317]. - The company recognized an impairment charge of $3.3 million related to the Patented Technology during the second quarter of 2023[316]. - The company recognized a loss contingency of $4.7 million related to litigation during the year ended December 31, 2024[278]. Tax and Interest - Advent follows the asset and liability method of accounting for income taxes under ASC 740, recognizing deferred tax assets and liabilities for estimated future tax consequences[319]. - For the years ended December 31, 2024 and 2023, net income tax benefits of $0.1 million were recorded in the consolidated statements of operations for both years[323]. - The Company recognized $26 thousand of interest income related to the Bond Loan for the year ended December 31, 2023[327]. - The estimated fair value of the Bond Loan was fully reserved as an expected credit loss as of December 31, 2023, and continues to be reserved as of December 31, 2024[328]. Cash Flow and Debt - The company had a working capital deficit of $(26.1) million as of December 31, 2024, with current assets of $2.7 million and current liabilities of $28.8 million[282]. - Advent's cash flows from financing activities from continuing operations were approximately $0.9 million for the year ended December 31, 2024, compared to $9.1 million for the year ended December 31, 2023[290][291]. - The Company had an unrestricted cash balance of approximately $0.4 million as of December 31, 2024[339]. - Advent's short-term debt was $0.5 million, with limited exposure to interest rate risk in the future[339]. - The Company has not entered into any hedging transactions for foreign exchange risk due to relatively low exposure[341]. Losses and Adjusted Metrics - For the three months ended December 31, 2024, the net loss from continuing operations was $0.77 million, a decrease of $23.60 million compared to the same period in 2023[335]. - Adjusted EBITDA for the three months ended December 31, 2024 was $1.95 million, an increase of $26.44 million compared to the same period in 2023[335]. - Adjusted net loss from continuing operations for the year ended December 31, 2024 was $0.77 million, a decrease of $23.63 million compared to 2023[337]. Corporate Tax Changes - The U.S. corporate income tax rate was reduced from 35% to 21% as part of the Tax Cuts and Jobs Act of 2017[324].

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Core Insights - Advent Technologies Holdings, Inc. has appointed Joseph Hosni as the Director of Commercial Sales, based in Athens, Greece, to enhance its global sales strategy and commercialization efforts [1][2]. Company Overview - Advent Technologies is a U.S. corporation focused on developing, manufacturing, and assembling complete fuel cell systems, as well as supplying critical components for fuel cells in the renewable energy sector [3]. - The company is headquartered in Livermore, California, with additional offices in Athens and Patras, Greece [3]. - Advent holds approximately 150 patents related to fuel cell technology, particularly in next-generation HT-PEM that operates efficiently under high temperatures and extreme conditions [3]. Leadership and Strategy - Joseph Hosni brings over 25 years of experience in technology and infrastructure sales, previously serving as the Commercial Director of VEN Engineering [2]. - The management team, including Konstantinos Ferderigos and CEO Gary Herman, expresses confidence in Hosni's ability to drive the company's vision and expand its global sales strategy [2]. - The company aims to leverage its advanced technology to provide clean energy solutions across various industries, including military, aviation, heavy automotive, and marine [2].

Core Points - Advent Technologies Holdings, Inc. has received a notification from Nasdaq regarding non-compliance with listing requirements due to late filings of its Quarterly Report on Form 10-Q and Annual Report on Form 10-K [1][2] - The company has until June 16, 2025, to submit a compliance plan to Nasdaq, which, if accepted, may allow an extension until October 13, 2025, to regain compliance [2][3] - Advent Technologies specializes in developing and manufacturing fuel cell systems and holds over 150 patents related to fuel cell technology [4] Company Overview - Advent Technologies Holdings, Inc. is based in Livermore, California, with additional offices in Athens and Patras, Greece [4] - The company focuses on renewable energy, particularly in fuel cell technology, suitable for various sectors including automotive, aviation, defense, oil and gas, marine, and power generation [4] - The company possesses intellectual property for next-generation HT-PEM fuel cells that operate under high temperatures and extreme conditions [4]