UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events.
As previously reported by Advent Technologies Holdings, Inc.(the “Company”) on its Current Report on Form 8-K filed on March 10, 2023, the Company filed a petition (the “Petition”) on March 6, 2023 in the Delaware Court of Chancery (the “Court of Chancery”) under Section 205 of the Delaware General Corporation Law (the “DGCL”) seeking validation of the Company’s Second Amended and Restated Certificate of Incorporation (the “Current Certificate of Incorporation”), which increased the number of shares of Common Stock authorized for issuance from 100 million to 110 million and re-designated the Class A Common Stock as Common Stock. The matter is captioned In Re Advent Technologies Holdings, Inc. (C.A. No. 2023-0280-LWW (Del. Ch.)). The Petition was filed to resolve potential uncertainty with respect to those matters arising from a recent Court of Chancery ruling in the case of Garfield v. Boxed, Inc., No. 2022-0132-MTZ, 2022 WL 17959766 (Del. Ch. Dec. 27, 2022). The Court of Chancery set a hearing date for March 29, 2023.
On
March 29, 2023, the hearing took place and the Court of Chancery approved the Company’s request for relief. The Court of Chancery
then entered an order under Section 205 of the DGCL on March 29, 2023 (1) declaring the Company’s Current Certificate of Incorporation,
including the filing and effectiveness thereof, as validated and effective retroactive to the date of its filing with the Office of the
Secretary of State of the State of Delaware on February 4, 2021, and all amendments effected thereby, and (2) ordering that the Company’s
securities (and the issuance of the securities) described in the Petition and any other securities issued in reliance on the validity
of the Current Certificate of Incorporation are validated and declared effective, each as of the original issuance dates.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| ADVENT TECHNOLOGIES HOLDINGS, INC. | |||
| By: | /s/ James F. Coffey | ||
| Dated: March 29, 2023 | Name: | James F. Coffey | |
| Title: | Chief Operating Officer and General Counsel | ||
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