SEC Form SC 13G/A filed by Advent Technologies Holdings Inc. (Amendment)
$ADN
Industrial Machinery/Components
Miscellaneous
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Advent Technologies Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
00788A105
(CUSIP Number)
March 23, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) | |
| x | Rule 13d-1(c) | |
| o | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| Schedule 13G | Page 2 of 10 |
| CUSIP NO. 00788A105 | |
| 1. | Names of Reporting Persons | ||
| F.E.R. fischer Edelstahlrohre GmbH | |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | |||
| (b) | |||
| 3. | SEC USE ONLY | ||
| 4. | Citizenship or Place of Organization | ||
| Germany | |||
| Number of Shares | 5. | Sole Voting Power |
| 0 | ||
| Beneficially Owned by Each | 6. | Shared Voting Power |
| 0 | ||
| Reporting Person With | 7. | Sole Dispositive Power |
| 0 | ||
| 8. | Shared Dispositive Power | |
| 0 | ||
| Schedule 13G | Page 3 of 10 |
| CUSIP NO. 00788A105 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11. | Percent of Class Represented by Amount in Row (9)* |
| 0.00% | |
| 12. | Type of Reporting Person (See Instructions) |
| CO |
| Schedule 13G | Page 4 of 10 |
| CUSIP NO. 00788A105 | |
| 1. | Names of Reporting Persons | ||
| fischer group SE & Co. KG | |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | |||
| (b) | |||
| 3. | SEC USE ONLY | ||
| 4. | Citizenship or Place of Organization | ||
| Germany | |||
| Number of Shares | 5. | Sole Voting Power |
| 0 | ||
| Beneficially Owned by Each | 6. | Shared Voting Power |
| 0 | ||
| Reporting Person With | 7. | Sole Dispositive Power |
| 0 | ||
| 8. | Shared Dispositive Power | |
| 0 | ||
| Schedule 13G | Page 5 of 10 |
| CUSIP NO. 00788A105 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11. | Percent of Class Represented by Amount in Row (9)* |
| 0.00% | |
| 12. | Type of Reporting Person (See Instructions) |
| CO |
| Schedule 13G | Page 6 of 10 |
| CUSIP NO. 00788A105 | |
| 1. | Names of Reporting Persons | ||
| Johann Fischer | |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | |||
| (b) | |||
| 3. | SEC USE ONLY | ||
| 4. | Citizenship or Place of Organization | ||
| Germany | |||
| Number of Shares | 5. | Sole Voting Power |
| 0 | ||
| Beneficially Owned by Each | 6. | Shared Voting Power |
| 0 | ||
| Reporting Person With | 7. | Sole Dispositive Power |
| 0 | ||
| 8. | Shared Dispositive Power | |
| 0 | ||
| Schedule 13G | Page 7 of 10 |
| CUSIP NO. 00788A105 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 0 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| 11. | Percent of Class Represented by Amount in Row (9)* |
| 0.00% | |
| 12. | Type of Reporting Person (See Instructions) |
| IN |
| Schedule 13G | Page 8 of 10 |
CUSIP NO. 00788A105
| Item 1. | (a) | Name of Issuer: |
| Advent Technologies Holdings, Inc. | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
| 200 Clarendon Street | ||
| Boston, MA 02116 | ||
| Item 2. | (a) | Name of Person Filing: |
| F.E.R. fischer Edelstahlrohre GmbH fischer group SE & Co. KG Johann Fischer | ||
| (b) | Address of Principal Business Office or, if none, Residence: | |
| Im Gewerbegebiet 7 77855 Achern-Fautenbach Germany | ||
| (c) | Citizenship: | |
| F.E.R. fischer Edelstahlrohre GmbH is formed under the laws of Germany. fischer group SE & Co. KG is formed under the laws of Germany. Johann Fischer is a German citizen. | ||
| (d) | Title of Class of Securities: | |
| Common Stock, par value $0.0001 per share | ||
| (e) | CUSIP Number: | |
| 00788A105 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | [ ] | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | |
| (b) | [ ] | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| Schedule 13G | Page 9 of 10 |
CUSIP NO. 00788A105
| (c) | [ ] | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | [ ] | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | [ ] | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | |
| (f) | [ ] | An employee benefit plan or endowment fund in accordance with §240.13d-(b)(1)(ii)(F). | |
| (g) | [ ] | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | |
| (h) | [ ] | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
| (i) | [ ] | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | |
| (j) | [ ] | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). | |
| (k) | [ ] | Group, in accordance with §240.13d-(b)(1)(ii)(K). | |
| Not applicable. | |||
| Item 4. | Ownership. | |
| (a) | Amount Beneficially Owned: 0 shares | |
| (b) | Percent of Class: 0.00% | |
| (c) | Number of shares as to which such person has: | ||
| (i) | Sole power to vote or to direct the vote: 0 | ||
| (ii) | Shared power to vote or to direct the vote: 0 | ||
| (iii) | Sole power to dispose or to direct the disposition of: 0 | ||
| (iv) | Shared power to dispose or to direct the disposition of: 0 | ||
| Item 5. | Ownership of Five Percent or Less of a Class. |
| Schedule 13G | Page 10 of 10 |
CUSIP NO. 00788A105
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [X] | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group. |
| Not applicable. | |
| Item 9. | Notice of Dissolution of Group. |
| Not applicable. | |
| Item 10. | Certifications. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: April 4, 2023 | F.E.R. fischer Edelstahlrohre GmbH fischer group SE & Co. KG Johann Fischer | |
| /s/ Björn Weber | ||
| By: Björn Weber | ||
| Title: Attorney-in-Fact |