AMCI Acquisition Corp.

Unsolicited quotes only means a broker may not publish a quotation at a customer's request, so ordinary retail access to a two-sided market is curtailed. The report states the fact and nothing about what caused it or what would reverse it.

With only 3,291,634 shares outstanding, an equity purchase facility permitted to issue 20% or more can multiply the share count many times over - and facilities of this type buy at a discount to prevailing price, so the dilution deepens as the stock falls. Thirty-one registered holders of record confirms how little of the original AMCI shareholder base remains. No trust or floor survives; the company is financing itself entirely by issuing stock.

The deficiency dates to a letter from Nasdaq's Listing Qualifications Staff on May 24, 2023 concerning the bid price of the common stock, so nearly a year had passed before the company convened a meeting to cure it — a long delay that leaves little margin within the compliance periods. With 77,618,716 shares outstanding and only about 126 registered holders, virtually the entire float sits in street name, which makes assembling a vote on a charter amendment slow and expensive.

25,500,000 shares is the whole of what Advent's capital stock receives, with no separate earn-out tranche registered, so an AMCI holder can size the dilution directly. Both classes of AMCI stock collapse into one class of New AMCI common stock at the effective time, ending the founder-share class. The merger agreement has been amended twice since signing, most recently on December 31, 2020, two weeks before this filing. The $261,375,000 offering price and $28,516.01 fee, already paid, rest on November 17, 2020 Nasdaq trading prices.

A merger agreement amended the day before the registration statement describing it means the terms holders are being asked to approve moved immediately before the document went out. The stated consideration is still $250,000,000 less Advent's estimated consolidated indebtedness net of cash at closing. Advent convertible securities not exercised or converted before the effective time are cancelled, retired and terminated, and AMCI's Class A and Class B common stock are redesignated as a single class of New AMCI common stock.

Advent's convertible securities do not survive the closing: any option, warrant or right to acquire Advent capital stock that has not been exercised or converted before the effective time is cancelled, retired and terminated, so a holder who does not act receives nothing rather than a converted instrument. AMCI's own Class A and Class B common stock are simply redesignated as a single class of New AMCI common stock. The registration statement is a refiling — the registration fee is carried over from an earlier Form S-4 that was withdrawn.

What changed: 8-K of Advent Technologies Holdings, Inc. Item 8.01 (other events): on July 20, 2026 the Company received notification from OTC Markets Group that its common stock has been moved to the OTC Expert Market on an unsolicited quotes only basis. That single sentence is the entire disclosure; the report gives no reason for the move, no remedial step, no expected duration and attaches no exhibit. Signed by CEO Gary Herman and dated July 22, 2026. Why it matters: Unsolicited quotes only means a broker may not publish a quotation at a customer's request, so ordinary retail access to a two-sided market is curtailed. The report states the fact and nothing about what caused it or what would reverse it.