Advent Technologies Holdings Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Other Events, Financial Statements and Exhibits
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| 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 Advent Technologies Holdings, Inc. (the “Company”) dismissed Ernst & Young (Hellas) Certified Auditors Accountants S.A. (“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”).
EY’s audit reports on the Company’s financial statements as of and for the fiscal years ended December 31, 2023 and 2022 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, provided that EY's audit report as of and for the year ended December 31, 2023 contained an expanatory paragraph regarding the Company's ability to continue as a going concern.
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 Securities and Exchange Commission (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. A copy of the letter from EY will be filed in an amendment to this Current Report on Form 8-K once received.
| (b) | Engagement of New Independent Registered Public Accounting Firm. |
On September 20, 2024, the Audit Committee appointed M&K CPAS, PLLC (“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).
| Item 8.01 | Other Events. |
On September 16, 2024, Advent Technologies SA (“ATSA”), a subsidiary of the Company, received a letter from the Greek Ministry of Finance (the “Letter”) indicating that the Company is no longer eligible to receive funding under the previously awarded grant with respect to the Important Projects of Common European Interest (“IPCEI”) proposed project, Green HiPo, due to the Company’s current financial condition. ATSA has filed an appeal as permitted by the Letter.
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Item 9.01 |
Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File. (Embedded within the Inline XBRL document.) |
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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: September 20, 2024 | Advent Technologies Holdings, Inc. | |
| By: | /s/ Vassilios Gregoriou | |
| Name: | Vassilios Gregoriou | |
| Title: | Chairman and Chief Executive Officer | |
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