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Filer: AMCI Acquisition Corp Form Type: S-4 Job Number: BRHC10016747 Ver: 1 Page: 1 of 363

Broadridge Financial Solutions, Inc. Period: 11-09-2020 Description: S-4 [email protected] Created using EDGARfilings PROfile

As filed with the U.S. Securities and Exchange Commission on November __, 2020Registration No.

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4REGISTRATION STATEMENT

UNDERTHE SECURITIES ACT OF 1933

AMCI ACQUISITION CORP.(Exact name of registrant as specified in its charter)

Delaware 6770 83-0982969(State or Other Jurisdiction of

Incorporation or Organization)(Primary Standard IndustrialClassification Code Number)

(I.R.S. EmployerIdentification No.)

1501 Ligonier StreetSuite 370

Latrobe, PA 15650(724) 672-4319

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)William Hunter

President and Chief Executive Officer1501 Ligonier Street

Suite 370Latrobe, PA 15650

(724) 672-4319(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:Stuart Neuhauser, Esq.

Jeffrey Rubin, Esq.Matthew Gray, Esq.

Ellenoff Grossman & Schole LLP1345 Avenue of the Americas

New York, New York 10105-0302(212) 370-1300

William HunterPresident and Chief Executive Officer

1501 Ligonier StreetSuite 370

Latrobe, PA 15650(724) 672-4319

Carl P. Marcellino, Esq.Ropes & Gray LLP

1211 Avenue of the AmericasNew York, NY 10036-8704

(212) 841-0623

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement toconsummate the proposed merger are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering:  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effectiveregistration statement for the same offering:  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company and emerging growth company. See the definitions of “largeaccelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐ Accelerated filer ☒ Non-accelerated  ☐ Smaller reporting company  ☒ Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 7(a)(2)(B) of the Securities Act. ☒

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

Title of each class of securities to beregistered

Amount to beRegistered

Proposedmaximum

offering priceper share

Proposed maximumaggregate offering

prices(2)

Amount ofregistration

fee(3)

Common stock 25,500,000(1) N/A $261,375,000.00 $28,516.01 $ $

(1) Represents shares of Class A common stock, par value $0.0001 per share (“AMCI common stock”) to be issued by the registrant (“AMCI”) to the holders of the capital stock of Advent Technologies,Inc.

(2) Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, based on the average of the high and low trading prices ofAMCI Class A common stock on [ ], 2020 as reported by the Nasdaq Capital Market (within five business days prior to the date of this Registration Statement)

(3) Calculated pursuant to Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment whichspecifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the RegistrationStatement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.



PRELIMINARY PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION DATEDNOVEMBER __, 2020 SUBJECT TO COMPLETION

To the Stockholders of AMCI Acquisition Corp. and Advent Technologies Inc.:

We are pleased to enclose the proxy statement/prospectus relating to the proposed merger (the “Merger”) of AMCI Merger Sub Corp., a newly-formed Delaware corporation(“Merger Sub”) and wholly-owned subsidiary of AMCI Acquisition Corp., a Delaware corporation (“AMCI”), with and into Advent Technologies Inc., a Delaware corporation(“Advent”), pursuant to an Agreement and Plan of Merger, dated as of October 12, 2020 (as amended on October 19, 2020, and as it may be further amended or supplemented from time totime, the “Merger Agreement”), by and among AMCI, Merger Sub, AMCI Sponsor LLC, a Delaware limited liability company (“Sponsor”), in its capacity as Purchaser Representativethereunder (the “Purchaser Representative”), Advent and Vassilios Gregoriou, in the capacity as the Seller Representative thereunder (the “Seller Representative”). Capitalized termsused but not defined herein shall have the meanings ascribed to them in the Merger Agreement. If (i) the Merger Agreement is adopted and the Merger and the other transactionscontemplated thereby (collectively, the “Business Combination”) are approved by AMCI’s and Advent’s stockholders, and (ii) the Business Combination is subsequently completed,Merger Sub will merge with and into Advent with Advent surviving the merger as a wholly-owned subsidiary of AMCI, and all shares of Advent stock issued and outstandingimmediately prior to the effective time of the Merger (the “Effective Time”) (other than those properly exercising any applicable dissenters rights under Delaware law) will be convertedinto the right to receive shares of AMCI common stock. Upon the consummation of the Business Combination, AMCI will change its name to “Advent Technologies Holdings, Inc.”.

Subject to the terms and conditions set forth in the Merger Agreement, among other matters, at the Effective Time:

(i) the outstanding shares of Class A common stock, par value $0.0001 per share, of AMCI (“AMCI Class A common stock”), including any shares of Class B common stock,par value $0.0001 per share, of AMCI (“AMCI Class B common stock”, and together with the AMCI Class A common stock, the “AMCI common stock”) that are converted into AMCIClass A common stock in accordance with AMCI’s second amended and restated certificate of incorporation, will be redesignated as common stock, par value $0.0001 per share, ofAdvent Technologies Holdings, Inc. (referred to herein as “New AMCI common stock”); and

(ii) each share of vested [or unvested] common stock, par value $0.001 per share, of Advent (“Advent common stock”) and each share of preferred stock, par value $0.001 pershares, of Advent (“Advent preferred stock” and, together with the Advent common stock, the “Advent stock”) will be cancelled and converted into the right to receive a number of newshares of New AMCI common stock, in each case determined in accordance with the terms and conditions of the Merger Agreement, and all outstanding options, warrants or rights tosubscribe for or purchase any capital stock of Advent or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock ofAdvent (“Advent Convertible Securities”) that have not been exercised or converted prior to the Effective Time will be cancelled, retired and terminated.

The Merger Agreement provides that the aggregate merger consideration to be paid to holders of Advent stock as of immediately prior to the Effective Time (“Adventstockholders”) will be an amount equal to (the “Merger Consideration”) $250,000,000, minus the estimated consolidated indebtedness of Advent and its subsidiaries as of theconsummation of the Business Combination (the “Closing”), net of their estimated consolidated cash and cash equivalents (“Closing Net Indebtedness”). The Merger Consideration tobe paid to Advent stockholders will be paid solely by the delivery of new shares of New AMCI common stock, each valued at $10.00 per share (the “Merger Consideration Shares”).The Closing Net Indebtedness (and the resulting Merger Consideration) is based solely on estimates determined shortly prior to the Closing and is not subject to any post-Closing true-up or adjustment. The Merger Consideration will be allocated among Advent stockholders based on their pro rata ownership in Advent as of immediately prior to the Effective Time(treating Advent preferred stock on an as-converted to Advent common stock basis for such purposes and including Advent Convertible Securities that have exercised or convertedprior to the Effective Time).

It is currently expected that Advent stockholders will hold in aggregate approximately [ ]% of the issued and outstanding shares of New AMCI common stock immediatelyfollowing the Closing (excluding outstanding AMCI warrants, and assuming that (i) there are no redemptions of shares AMCI Class A common stock by AMCI stockholders, (ii) theClosing Net Indebtedness is $0, (iii) no awards are issued under the new equity incentive plan to be adopted by AMCI in connection with the Business Combination, (iv) the Sponsorand its affiliates and AMCI’s officers and directors do not convert any of their respective working capital loans into placement warrants as described in AMCI’s initial public offeringprospectus, and (v) AMCI does not engage in any kind of equity financing prior to the Closing.



AMCI’s units, Class A common stock and public warrants are publicly traded on The Nasdaq Capital Market (“Nasdaq”). We will apply to list the New AMCI common stock andpublic warrants on Nasdaq under the symbols “[ ]” and “[ ]W”, respectively, upon the Closing. Upon the Closing, AMCI’s units will be separated into their component securitiesand will cease to be listed on Nasdaq.

AMCI and Advent will each hold a special meeting of their respective stockholders to consider matters relating to the proposed Business Combination. AMCI and Advent cannotcomplete the merger unless AMCI stockholders and the Advent stockholders vote to adopt the Merger Agreement and approve the transactions contemplated thereby, including theissuance of AMCI common stock to be issued as the merger consideration. AMCI and Advent are sending you this proxy statement/prospectus/consent solicitation statement to askyou to vote in favor of these and the other matters described in this document.

AMCI will hold virtual special meetings of its stockholders in order to obtain the stockholder approvals necessary to complete the Business Combination. At the special meeting ofthe stockholders of AMCI, to be held virtually at 10:00 a.m. Eastern Time on , 2020 (the “AMCI Special Meeting”), which will be held exclusively via a live audiocast at[ ], on , 2020 at 10:00 a.m., Eastern time, unless postponed or adjourned to a later date, AMCI will ask its stockholders to adopt the Merger Agreement therebyapproving the Business Combination and approve the other proposals described in this proxy statement/prospectus. To participate in the virtual meeting, an AMCI stockholder ofrecord will need the 12-digit control number included on your proxy card or instructions that accompanied your proxy materials. If an AMCI stockholder holds his or her shares in “streetname,” which means his or her shares are held of record by a broker, bank or other nominee, such AMCI stockholder should contact his or her broker, bank or nominee to ensure thatvotes related to the shares he or she beneficially owns are properly counted. In this regard, such AMCI stockholder must provide the record holder of his or her shares with instructionson how to vote his or her shares or, if such AMCI stockholder wishes to attend AMCI Special Meeting and vote in person, obtain a proxy from his or her broker, bank or nominee. TheAMCI Special Meeting audiocast will begin promptly at 10:00 a.m., Eastern time. AMCI stockholders are encouraged to access the AMCI Special Meeting prior to the start time. If youencounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

At the Advent Special Meeting, which will be held exclusively via a live audiocast at [ ], on , 2020 at 10:00 a.m., Eastern time, unless postponed or adjourned to alater date, Advent will ask its stockholders to adopt the Merger Agreement thereby approving the Business Combination and approve the other proposals described in this proxystatement/prospectus. To participate in the virtual meeting, an Advent stockholder of record Advent stockholder holds his or her shares in “street name,” which means his or her sharesare held of record by a broker, bank or other nominee, such Advent stockholder should contact his or her broker, bank or nominee to ensure that votes related to the shares he or shebeneficially owns are properly counted. In this regard, such Advent stockholder must provide the record holder of his or her shares with instructions on how to vote his or her shares or,if such Advent stockholder wishes to attend the Advent Special Meeting and vote in person, obtain a proxy from his or her broker, bank or nominee. The Advent Special Meetingaudiocast will begin promptly at 10:00 a.m., Eastern time. Advent stockholders are encouraged to access the Advent Special Meeting prior to the start time. If you encounter anydifficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF AMCI COMMON STOCK OR ADVENT STOCK YOU OWN.

If you are a stockholder of AMCI, to ensure your representation at the AMCI Special Meeting, please complete and return the enclosed proxy card or submit your proxy byfollowing the instructions contained in this proxy statement/prospectus

If you are a stockholder of Advent, to ensure your representation at the Advent Meeting, please complete and return the enclosed proxy card or submit your proxy by followingthe instructions contained in this proxy statement/prospectus

Please submit your proxy promptly whether or not you expect to participate in the Special Meeting or the Advent Meeting. Submitting a proxy now will NOT prevent you frombeing able to vote online during the virtual special meeting. If you hold your shares in “street name”, you should instruct your broker, bank or other nominee how to vote in accordancewith the voting instruction form you receive from your broker, bank or other nominee.

In addition, Advent will seek a written consent of Advent’s shareholders as required to approve and adopt the Merger Agreement and the Business Combination contemplatedthereunder. Such approval requires the holders of at least a majority of the shares of Advent’s capital stock outstanding to affirmatively vote in favor of the approval and



The AMCI board of directors has unanimously approved the Merger Agreement and the transactions contemplated thereby and recommends that AMCI stockholders vote “FOR”adoption of the Merger Agreement, “FOR” the issuance of AMCI common stock to be issued as the merger consideration and “FOR” the other matters to be considered at the SpecialMeeting.

The Advent board of directors has unanimously approved the Merger Agreement and the transactions contemplated thereby and recommends that Advent stockholders vote“FOR” adoption of the Merger Agreement and “FOR” the other matters to be considered at the Advent Meeting.1

If you have any questions or need assistance voting your AMCI common stock, please contact Advantage Proxy, AMCI’s proxy solicitor, by calling (206)870-8565, or banks andbrokers can call collect at [●], or by emailing [email protected]. This notice of the Special Meeting is and the proxy statement/prospectus relating to the BusinessCombination will be available at [●].

If you have any questions or need assistance voting your Advent stock, please contact [ ], by calling [ ], or by emailing [ ]. This notice of the AdventMeeting is and the proxy statement/prospectus relating to the Business Combination will be available at [•].2

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Business Combination or the othertransactions contemplated thereby, as described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Anyrepresentation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [●], 2020, and is first being mailed to stockholders of AMCI and Advent on or about [●], 2020.

Very truly yours,

William Hunter, President and Chief Executive Officer of AMCI

Vassilios Gregoriou, Chief Executive Officer of Advent.__________1 NTD: Where is the Advent Proxy Statement, etc?2 NOTE TO DRAFT: WILL ADVENT ALTERNATIVELY GET SHAREHOLDER APPROVAL BY WRITTEN CONSENT?



AMCI Acquisition Corp.1501 Ligonier Street

Suite 370 Latrobe, PA 15650

TO THE STOCKHOLDERS OF AMCI ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “AMCI Special Meeting”) of AMCI Acquisition Corp., a Delaware corporation (“AMCI”), will be heldvirtually at 10:00 a.m. Eastern Time on _______________, 2020. Details on how to participate are set forth in [ ]. At the AMCI Special Meeting, AMCI stockholders will beasked to consider and vote upon the following proposals (the “Proposals”).

(1) The Business Combination Proposal (Proposal 1)—To approve and adopt the Agreement and Plan of Merger, dated as of October 13, 2020 (as amended on October 19, 2020, andas it may further be amended or supplemented from time to time, the “Merger Agreement”), by and among AMCI, AMCI Merger Sub Corp., a newly-formed Delaware corporationand wholly-owned subsidiary of AMCI (“Merger Sub”), AMCI Sponsor LLC (“Sponsor”) in its capacity as Purchaser Representative thereunder (the “PurchaserRepresentative”), Advent Technologies Inc., a Delaware corporation (“Advent”), and Vassilios Gregoriou in the capacity as the Seller Representative thereunder (the “SellerRepresentative”) and approve the transactions contemplated thereby, including the merger of Merger Sub with and into Advent, with Advent continuing as the survivingcorporation (the “Surviving Subsidiary”) and as a wholly-owned subsidiary of AMCI (the “Merger” and, together with the other transactions contemplated by the MergerAgreement, the “Business Combination”). Subject to the terms and conditions set forth in the Merger Agreement, among other matters, at the effective time of the Merger (the“Effective Time”):

(a) the outstanding shares of Class A common stock, par value $0.0001 per share, of AMCI (“AMCI Class A common stock”), including any shares of Class B common stock,par value $0.0001 per share, of AMCI (“AMCI Class B common stock”, and together with the AMCI Class A common stock, the “AMCI common stock”) that are convertedinto AMCI Class A common stock in accordance with AMCI’s second amended and restated certificate of incorporation, as amended (the “AMCI Charter”), will beredesignated as common stock, par value $0.0001 per share, of Advent Technologies Holdings, Inc. (referred to herein as “New AMCI common stock”);

(b) all shares of Advent’s common stock, par value $0.001 per share (the “Advent common stock”), and Advent’s preferred stock, par value $0.001 per share (the “Adventpreferred stock” and, together with the Advent common stock, the “Advent stock”), issued and outstanding immediately prior to the Effective Time, will be converted intothe right to receive New AMCI common stock, representing a pro rata share of the merger consideration under Merger Agreement, with each Advent stockholder beingentitled to receive its pro rata share of the merger consideration, with each share of Advent preferred stock being treated as if converted to Advent common stock; and

(c) each outstanding option, warrant, convertible note or other right to subscribe or purchase any capital stock of Advent or securities convertible into or exchange for, or thatotherwise confer on the holder any right to acquire any capital stock of Advent (collectively, “Company Convertible Securities”), if not exercised or converted prior to suchtime, will be cancelled, retired and terminated and cease to represent a right to acquire, be exchanged for or convert into shares of Advent stock or if exercised prior to suchtime, will have the resulting shares of Advent common stock issued upon such exercise treated as outstanding shares of Advent common stock.

We refer to this proposal as the “Business Combination Proposal.” Copies of the Merger Agreement and certain other agreements to be entered into pursuant to the Merger Agreementare attached to the proxy statement/prospectus as Annex A.

(2) Charter Amendment Proposals (Proposals 2 through 5)—To approve and adopt a second amendment and restatement of AMCI’s certificate of incorporation, as set out in thedraft second amended and restated version of AMCI’s certificate of incorporation appended to this proxy statement/prospectus as Annex B (the “Amended Charter”), for thefollowing amendments (collectively, the “Charter Amendment Proposals”) to

(A) provide that the name of AMCI shall be changed to “Advent Technologies Holdings, Inc.” (Proposal 2)

(B) provide for the size and structure of the board of directors of AMCI (the “Board”) immediately after the consummation of the Business Combination (the “Closing”)changing the number of directors to not fewer than seven (7) and not more than nine (9), split into three classes of as even size as practicable, Class I, II, and III, each toserve a term of three (3) years, except for the initial term, for which the Class I directors will be up for reelection at the first annual meeting of stockholders occurring after theClosing, and for which the Class II directors will be up for reelection at the second annual meeting of stockholders occurring after the Closing. Directors will not be able to beremoved during their term except for cause. The size of the Board shall be determined by resolution of the Board but will initially be seven (7) (Proposal 3)



(C) remove and change certain provisions in the AMCI Charter related to AMCI’s status as a special purposes acquisition company (Proposal 4).

(D) conditioned upon the approval of Proposals 2 through 4, a proposal to approve the proposed Amended Charter in the form attached as Annex B hereto, which includes theapproval of all other changes in the proposed Amended Charter in connection with replacing the existing AMCI Charter with the proposed Amended Charter as of theEffective Time (Proposal 5);

(3) The Nasdaq Proposal — to consider and vote upon a proposal to approve: [(i)] for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than20% of the issued and outstanding New AMCI common stock and the resulting change of control in connection with the Business Combination; [and (ii) for purposes ofcomplying with Nasdaq Listing Rule 5635(d), the issuance of up to shares of New AMCI common stock in connection with a potential equity financing in AMCIin connection with the Closing]3 (Proposal 6);

(4) Director Election Proposal – To elect seven (7) directors to the board of AMCI, divided into three classes, effective as of consummation of the Business Proposal (Proposal 7)

(5) Incentive Plan Proposal—To approve and adopt the new 2020 Equity Incentive Plan of AMCI (the “Equity Incentive Plan”) a copy of which is attached to the accompanyingproxy statement/prospectus as Annex C (the “Incentive Plan Proposal”) (Proposal 8); and

(6) The Adjournment Proposal—To consider and vote upon a proposal to adjourn the AMCI Special Meeting to a later date or dates, if necessary, to permit further solicitation andvote of proxies if, based upon the tabulated vote at the time of the AMCI Special Meeting, there are not sufficient votes to approve the Charter Amendment Proposals, theBusiness Combination Proposal, the Nasdaq Proposal, the Director Election Proposal, or the Incentive Plan Proposal. We refer to this proposal as the “Adjournment Proposal”(Proposal 9) and, together with the Charter Amendment Proposals, the Business Combination Proposal, the Nasdaq Proposal, the Director Election Proposal, and the IncentivePlan Proposal, as the “Proposals.”

Only holders of record of AMCI common stock at the close of business on [•] (the “Record Date”) are entitled to notice of the AMCI Special Meeting and to vote at the AMCISpecial Meeting and any adjournments or postponements of the AMCI Special Meeting. A complete list of AMCI stockholders of record entitled to vote at the AMCI Special Meetingwill be available for ten days before the AMCI Special Meeting at the principal executive offices of AMCI for inspection by stockholders during ordinary business hours for any purposegermane to the AMCI Special Meeting.

Pursuant to the AMCI Charter, AMCI is providing AMCI public stockholders with the opportunity to redeem, upon the closing of the Business Combination, shares of AMCIClass A common stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the BusinessCombination) in the Trust Account that holds the proceeds (including interest but less franchise and income taxes payable) of the AMCI initial public offering (the “AMCI IPO”),including overallotment securities issued to AMCI’s underwriters after the AMCI IPO. As of October 31, 2020, based on funds in the Trust Account of approximately $93.3 million as ofsuch date, the pro rata portion of the funds available in the Trust Account for the redemption of public shares of AMCI Class A common stock was approximately $10.30 per share.AMCI public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of common stock for cash. This means thatpublic stockholders who hold shares of AMCI Class A common stock on or before [•] (two (2) business days before the AMCI Special Meeting) will be eligible to elect to have theirshares of AMCI Class A common stock redeemed for cash in connection with the AMCI Special Meeting, whether or not they are holders as of the Record Date, and whether or notsuch shares are voted at the AMCI Special Meeting. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a“group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate his, her or its sharesor, if part of such a group, the group’s shares, with respect to 15% or more of the shares of AMCI common stock included in the units of AMCI sold in the AMCI IPO (includingoverallotment securities sold to AMCI’s underwriters after the AMCI IPO). Holders of AMCI’s outstanding public warrants and units do not have redemption rights with respect to suchsecurities in connection with the Business Combination. Holders of outstanding AMCI units must separate the underlying shares of AMCI Class A common stock and public warrantsprior to exercising redemption rights with respect to the public AMCI Class A common stock. The Sponsor and AMCI’s officers and directors have agreed to waive their redemptionrights with respect to any shares of AMCI common stock they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from thepro rata calculation used to determine the per-share redemption price. Currently, the Sponsor beneficially owns [18.5%]4 of the issued and outstanding shares of AMCI common stock.The Sponsor and AMCI’s directors and officers have agreed to vote any shares of AMCI common stock owned by them in favor of the Business Combination Proposal.

_________3 NOTE TO DRAFT: IS THE PLAN TO LEAVE THE NUMBER OF SHARES BLANK UNTIL THE DEFINITIVE PROXYAND WE KNOWTHAT WE HAVE A PIPE? SHOULD WE DELETE THE REFERENCE TO THE PIPE FOR THE PROPOSALS ENTIRELY FOR NOW AND REVISE WHEN WE GET SUBSCRIPTIONS LINED UP?4 NOTE TO DRAFT: PLEASE CONFIRM THE SPONSOR’S OWNERSHIP. DO WE NEED TO ADDRESS THE SHARES THAT THESPONSOR HAS AGREED TO TRANSFER TO ORION AT THE CLOSING?



The approval of the Charter Amendment Proposals and the Business Combination Proposal, requires the affirmative vote of a majority of the issued and outstanding shares ofAMCI common stock as of the Record Date for the AMCI Special Meeting. The approval of the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and theAdjournment Proposal each require the affirmative vote of the holders of a majority of the shares of AMCI common stock cast by the stockholders represented in person or by proxy andentitled to vote thereon at the AMCI Special Meeting. If the Charter Amendment Proposals and the Business Combination Proposal are not approved, the Director Election Proposal, theNasdaq Proposal and the Incentive Plan Proposal will not be presented to the AMCI stockholders for a vote. The approval of the Business Combination Proposal, the CharterAmendment Proposals, Director Election Proposal, and Incentive Plan Proposal are preconditions to the consummation of the Business Combination. The board of directors has alreadyapproved the Business Combination.

As of October 31, 2020, there was approximately $93.3 million in the Trust Account. Each redemption of shares of AMCI Class A common stock by its public stockholders willdecrease the amount in the Trust Account. In accordance with the AMCI Charter, net tangible assets will be maintained at a minimum of $5,000,001 upon consummation of our initialbusiness combination.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed BusinessCombination and related transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistancevoting your shares, please call us at (724) 672-4319.

By Order of the Board of Directors of AMCI

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED [IN FAVOR OF EACH OF THEPROPOSALS].

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD SHARES OF AMCI COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITSINTO THE UNDERLYING SHARES OF AMCI CLASS A COMMON STOCK AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECTTO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THESHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (III) DELIVER YOURSHARES OF AMCI CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC(DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXYSTATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLDTHE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOURACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE AMCI SPECIAL MEETING — REDEMPTION RIGHTS” IN THIS PROXYSTATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.3

[ADD NOTICE OF ADVENT CONSENT SOLICITATION– ADVENT CONSENT SOLICITATION TO BE ADDED TO THE DOCUMENT AS WELL].

____________3 NTD: AMCI to confirm



ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form S-4 filed with the SEC by AMCI, constitutes a prospectus of AMCI under the Securities Act of 1933, asamended (the “Securities Act”), with respect to the shares of common stock of AMCI to be issued to Advent’s stockholders under the Merger Agreement. This document alsoconstitutes a proxy statement of AMCI under Section 14(a) of the Exchange Act.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with informationthat is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the coverhereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that theinformation incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of thisproxy statement/prospectus to AMCI stockholders or Advent stockholders nor the issuance by AMCI of its common stock in connection with the Business Combination will create anyimplication to the contrary.

Information contained in this proxy statement/prospectus regarding AMCI has been provided by AMCI and information contained in this proxy statement/prospectus regardingAdvent has been provided by Advent.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from anyperson to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains information concerning the market and industry in which Advent conducts its business. Advent operates in an industry in which it isdifficult to obtain precise industry and market information. Advent has obtained market and industry data in this proxy statement/prospectus from industry publications and fromsurveys or studies conducted by third parties that it believes to be reliable. Advent cannot assure you of the accuracy and completeness of such information, and it has notindependently verified the market and industry data contained in this proxy statement/prospectus or the underlying assumptions relied on therein. As a result, you should be aware thatit is possible that any such market, industry and other similar data may not in fact be reliable. While Advent is not aware of any misstatements regarding any industry data presented inthis proxy statement/prospectus, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the section entitled“Risk Factors” below.



TABLE OF CONTENTS

PageADDITIONAL INFORMATION iiFREQUENTLY USED TERMS iiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 1QUESTIONS AND ANSWERS ABOUT THE AMCI PROPOSALS 4SUMMARY OF THE PROXY STATEMENT/PROSPECTUS 16SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 27RISK FACTORS 31INFORMATION ABOUT THE PARTIES TO THE BUSINESS COMBINATION 62AMCI SPECIAL MEETING 63PROPOSAL NO. 1 – THE BUSINESS COMBINATION PROPOSAL 68PROPOSALS 2 THROUGH 5 – THE CHARTER AMENDMENT PROPOSALS 86PROPOSAL 6 – THE NASDAQ PROPOSAL 87THE DIRECTOR ELECTION PROPOSAL (PROPOSAL 7) 88THE INCENTIVE PLAN PROPOSAL (PROPOSAL 8) 89THE ADJOURNMENT PROPOSAL (PROPOSAL 9) 95INFORMATION ABOUT AMCI 96AMCI’S MANAGEMENT 110SELECTED FINANCIAL AND OTHER DATA OF AMCI 115MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF AMCI 116INFORMATION ABOUT ADVENT 120EXECUTIVE OFFICERS AND DIRECTORS OF ADVENT 152SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA OF ADVENT 154MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ADVENT 155DESCRIPTION OF SECURITIES AFTER THE BUSINESS COMBINATION 165DESCRIPTION OF SECURITIES OF AMCI 167SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK 178COMPARISON OF STOCKHOLDER RIGHTS 179BENEFICIAL OWNERSHIP OF SECURITIES 180MANAGEMENT AFTER THE BUSINESS COMBINATION 182EXECUTIVE COMPENSATION OF ADVENT 185CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 190APPRAISAL RIGHTS 193LEGAL MATTERS 193EXPERTS 193TRANSFER AGENT AND REGISTRAR 193DELIVERY OF DOCUMENTS TO STOCKHOLDERS AND WARRANTHOLDERS 193SUBMISSION OF STOCKHOLDER PROPOSALS 194FUTURE STOCKHOLDER PROPOSALS 194SHAREHOLDER COMMUNICATIONS 195WHERE YOU CAN FIND MORE INFORMATION 196INDEX TO FINANCIAL STATEMENTS F-1 ANNEX A Merger Agreement A-1ANNEX B Certificate of Amendment B-1ANNEX C Second Amended and Restated Certificate of Incorporation C-1ANNEX D 2020 Equity Incentive Plan D-1



ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about AMCI from other documents that are not included in or delivered with this proxystatement/prospectus. This information is available for you to review at the public reference room of the U.S. Securities and Exchange Commission, or SEC, located at 100 F Street, N.E.,Washington, D.C. 20549, and through the SEC’s website at sec.gov. You can also obtain the documents incorporated by reference into this proxy statement/prospectus free of charge byrequesting them in writing or by telephone from the appropriate company at the following address and telephone number:

AMCI Acquisition Corp.1501 Ligonier Street

Suite 370Latrobe, PA 15650

Telephone: [●]Attention: [●]

or

[Advantage Proxy][●][●]

Telephone: [●](banks and brokers can call collect at [●])

Email: [●]

To obtain timely delivery, AMCI stockholders must request the materials no later than five business days prior to the AMCI Special Meeting.

You also may obtain additional proxy cards and other information related to the proxy solicitation by contacting the appropriate contact listed above. You will not be charged forany of these documents that you request.

For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section entitled “Where You CanFind More Information” beginning on page 196.



FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “AMCI” refer to AMCI Acquisition Corp.

In this document:

“Advent” means Advent Technologies Inc., a Delaware corporation, and includes the surviving corporation after the Merger. References herein to Advent will include itssubsidiaries to the extent reasonably applicable.

“Avent common stock” means shares of common stock, par value $0.001 per share, of Advent.

“Advent preferred stock” means shares of preferred stock, par value $0.001 per shares, of Advent.

“Advent Stock” means any of the Advent common stock and Advent preferred stock.

“Advent Stockholders” refers to holders of capital stock of Advent as of the time immediately before the Effective Time.

“Advent Special Meeting” means the special meeting of the stockholders of Advent, to be held virtually at 10:00 a.m. Eastern Time on _______________, 2020.

“AMCI” means AMCI Acquisition Corp., a Delaware corporation, which will be renamed “Advent Technologies Holdings, Inc.” in connection with the Closing.

“AMCI Charter” means the amended and restated certificate of incorporation of AMCI, as amended.

“AMCI IPO” means AMCI’s initial public offering.

“AMCI IPO Prospectus” means the final prospectus of AMCI, dated as of November 15, 2018, and filed with the SEC pursuant to Rule 424(b) on November 16, 2018 (File No. 333-227994).

“AMCI Special Meeting” means the special meeting of the stockholders of AMCI, to be held virtually at 10:00 a.m. Eastern Time on _______________, 2020.

“Board” means the board of directors of AMCI.

“Business Combination” means the Merger and the other transactions contemplated by the Merger Agreement.

“Charter” means AMCI’s current amended and restated certificate of incorporation as filed with the Secretary of State of the State of Delaware on November 15, 2018, as amended.

“Class A common stock” means the Class A Common Stock, par value $0.0001, of AMCI.

“Class B common stock” means the Class B Common Stock, par value $0.0001, of AMCI.

“Closing” means the closing of the Business Combination.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Entity” or “New AMCI” means AMCI following the consummation of the Business Combination.

“Common Stock” means any of the Class A common stock and the Class B common stock.

“DGCL” means the Delaware General Corporation Law, as amended.

“Effective Time” means the effective time of the Merger in accordance with the Merger Agreement.

“Exchange Act” means Securities Exchange Act of 1934, as amended.

“Founders Shares” means Class B common stock purchased by Sponsor on June 25, 2018.

“Merger” means the merger of Merger Sub with and into Advent, with Advent continuing as the surviving corporation and as a wholly-owned subsidiary of AMCI, in accordancewith the terms of the Merger Agreement.

“Merger Agreement” means the Agreement and Plan of Merger, dated October 12, 2020, and amended on October 19, 2020 and as it may further be amended or supplemented fromtime to time, by and among AMCI, Merger Sub, the Purchaser Representative, Advent and the Seller Representative.

“Merger Sub” means AMCI Merger Sub Corp., a newly-formed Delaware corporation and wholly-owned subsidiary of AMCI.



“New AMCI common stock” means the common stock, par value $0.0001 per share, of AMCI following the Business Combination; such common stock was previously designatedClass A common stock of AMCI, and New AMCI common stock will include any shares of Class B common stock that are converted into Class A common stock in connection with theClosing pursuant to the AMCI Charter.

“Placement Warrants” means 5,910,416 warrants to purchase shares of Class A common stock issued to Sponsor in the private placement (including the additional warrantspurchased after the AMCI IPO in connection with the overallotment securities issued by AMCI’s underwriters). Each Placement Warrant entitles the holder thereof to purchase oneshare of Class A common stock for $11.50 per share.

“Private Placement” means the private placement consummated simultaneously with the AMCI IPO in which AMCI issued to the Sponsor the Placement Warrants.

“Proposals” means the Charter Amendment Proposals, the Business Combination Proposal, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal andthe Adjournment Proposal.

“Public Shares” means Class A common stock underlying the Units sold in the AMCI IPO, including any overallotment securities acquired by AMCI’s underwriters.

“Public Warrants” means warrants underlying the Units issued in the AMCI IPO. Each Public Warrant entitles the holder thereof to purchase one share of Class A common stockfor $11.50 per share.

“Purchaser Representative” means Sponsor in the capacity as the Purchaser Representative under the Merger Agreement.

“Redemption” means the right of the holders of Class A common stock to have their shares redeemed in accordance with the procedures set forth in this proxystatement/prospectus and the AMCI Charter.

“Required Proposals” means the Charter Amendment Proposals, the Business Combination Proposal, the Nasdaq Proposal, the Director Election Proposal and the Incentive PlanProposal.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller Representative” means Vassilios Gregoriou in the capacity as the Seller Representative under the Merger Agreement.

“Sponsor” means AMCI Sponsor LLC.

“Trust Account” means the trust account of AMCI, which holds the net proceeds of the AMCI IPO, including from overallotment securities sold by AMCI’s underwriters, and thesale of the Placement Warrants, together with interest earned thereon, less amounts released to pay franchise and income tax obligations and up to $100,000 for dissolution expenses,and amounts paid pursuant to redemptions.

“Units” means Units issued in the AMCI IPO, including any overallotment securities acquired by AMCI’s underwriters, consisting of one share of Class A common stock and onePublic Warrant.

“Warrants” means any of the Placement Warrants, the Public Warrants and the Working Capital Warrants (if any).

“Working Capital Warrants” means any warrants issued to the Sponsor or its affiliates or AMCI’s officers or directors in connection with any loans made by them to AMCI priorto the closing of AMCI’s initial business combination in accordance with the AMCI IPO Prospectus. As described in the AMCI IPO Prospectus, up to $1,500,000 of such loans may beconverted at the election of the applicable lender into warrants at a price of $1.00 per warrant, which warrants would be identical to the Placement Warrants.



CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of AMCIand Advent. These statements are based on the beliefs and assumptions of the management of AMCI and Advent. Although AMCI and Advent believe that their respective plans,intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither AMCI nor Advent can assure you that either will achieve or realizethese plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts,including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may bepreceded by, followed by or include the words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,”“project,” “should,” “would” or similar expressions, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements are based onprojections prepared by, and are the responsibility of, Advent’s management. Neither Ernst & Young (Hellas) Certified Auditors Accountants S.A. (“EY”), Advent’s independent auditor,nor Marcum LLP (“Marcum”), AMCI’s independent auditor, has examined, compiled or otherwise applied procedures with respect to the accompanying forward-looking financialinformation presented herein and, accordingly, expresses no opinion or any other form of assurance on it. The report of EY included in this proxy statement/prospectus relates tohistorical financial information of Advent, and the report of Marcum included in this proxy statement/prospectus relates to historical financial information of AMCI. Neither reportextends to the forward-looking information and should not be read as if it does. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to,statements about the ability of AMCI and Advent prior to the Business Combination, and the Combined Entity following the Business Combination, to:

• meet the Closing conditions to the Business Combination, including approval by stockholders of AMCI and Advent of the Business Combination and related proposals, andthe availability of at least $60 million of cash and cash equivalents available to AMCI, including in AMCI’s Trust Account amounts and from any equity financing conductedby AMCI in connection with the Business Combination, after giving effect to redemptions of public shares, if any, and the payment of AMCI’s and Advent’s transactionexpenses and other liabilities of AMCI due at the Closing (the “Minimum Cash Condition”);

• realize the benefits from the Business Combination;

• ability to complete an initial business combination, including the Business Combination;

• the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

• the ability to obtain and/or maintain the listing of New AMCI common stock on Nasdaq following the Business Combination;

• future financial performance following the Business Combination;

• public securities’ potential liquidity and trading;

• use of proceeds not held in the Trust Account or available to AMCI from interest income on the Trust Account balance;

• impact from the outcome of any known and unknown litigation;

• ability to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses;

• expectations regarding future expenditures;

• future mix of revenue and effect on gross margins;

• attraction and retention of qualified directors, officers, employees and key personnel;

• ability to compete effectively in a competitive industry;

• ability to protect and enhance our corporate reputation and brand;

• expectations concerning our relationships and actions with our technology partners and other third parties;

• impact from future regulatory, judicial, and legislative changes in Advent’s or the Combined Entity’s industry;



• ability to locate and acquire complementary technologies or services and integrate those into Advent’s or the Combined Entity’s business;

• future arrangements with, or investments in, other entities or associations;

• intense competition and competitive pressures from other companies worldwide in the industries in which the Combined Entity will operate; and

• other factors detailed under the section entitled “Risk Factors.”

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, andinvolve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do notundertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events orotherwise, except as may be required under applicable securities laws.

In addition, statements that AMCI or Advent “believes” and similar statements reflect such parities beliefs and opinions on the relevant subject. These statements are based uponinformation available to such party as of the date of this prospectus/proxy statement, and while such party believes such information forms a reasonable basis for such statements, suchinformation may be limited or incomplete, and these statements should not be read to indicate that either AMCI or Advent has conducted an exhaustive inquiry into, or review of, allpotentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on theproposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materiallydifferent from those expressed or implied by these forward-looking statements. Some factors that could cause AMCI’s or Advent’s actual results to differ include:

• the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

• the outcome of any legal proceedings that may be instituted against AMCI, Advent or others following announcement of the Merger Agreement and the transactionscontemplated therein;

• the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of AMCI or Advent or otherconditions to closing in the Merger Agreement;

• the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the Business Combination;

• the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, the ability of the Combined Entity to grow andmanage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees;

• costs related to the proposed Business Combination;

• the possibility that AMCI or Advent may be adversely impacted by other economic, business, and/or competitive factors;

• risks related to the global Covid-19 pandemic;

• future exchange and interest rates; and

• other risks and uncertainties indicated in this proxy statement/prospectus, including those under “Risk Factors” herein, and other filings that have been made or will bemade with the SEC by AMCI.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully describedunder the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of thisproxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of AMCI and Advent prior to the BusinessCombination, and the Combined Entity following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can AMCIor Advent assess the impact of all such risk factors on the business of AMCI and Advent prior to the Business Combination, and the Combined Entity following the BusinessCombination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. All forward-looking statements attributable to AMCI or Advent or persons acting on their behalf are expressly qualified in theirentirety by the foregoing cautionary statements.



QUESTIONS AND ANSWERS ABOUT THE AMCI PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the AMCI Special Meeting. The followingquestions and answers do not include all the information that is important to stockholders of AMCI. We urge the stockholders of AMCI to read carefully this entire proxystatement/prospectus, including the annexes and other documents referred to herein.

Q. Why am I receiving this proxy statement/prospectus?

A. AMCI stockholders are being asked to consider and vote upon a proposal to approve and adopt the Merger Agreement, among other proposals. AMCI has entered into theMerger Agreement as a result of which Advent will become a wholly-owned subsidiary of AMCI. A copy of the Merger Agreement is attached to this proxy statement/prospectusas Annex A.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the AMCISpecial Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

THE VOTE OF AMCI STOCKHOLDERS IS IMPORTANT. AMCI STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTERCAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEINGPRESENTED AT THE MEETING.

Below are proposals on which AMCI stockholders are being asked to vote.

1) The Business Combination Proposal (Proposal 1)

Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time:

(a) all shares of Advent’s stock issued and outstanding immediately prior to the Effective Time (and with each share of Advent preferred stock being treated as ifconverted to Advent common stock basis), will be converted into the right to receive, in the aggregate, a number of New AMCI common stock with an aggregate valueequal to (the “Merger Consideration”) (i) $250,000,000, minus (ii) the estimated consolidated indebtedness of Advent and its subsidiaries as of the Closing, net oftheir estimated consolidated cash and cash equivalents (“Closing Net Indebtedness”), with each share of New AMCI common stock valued for such purposes at$10.00; and

(b) each outstanding option, warrant, convertible note or other right to subscribe or purchase any capital stock of Advent or securities convertible into or exchange for, orthat otherwise confer on the holder any right to acquire any capital stock of Advent (collectively, “Company Convertible Securities”), if not exercised or convertedprior to such time, will be cancelled, retired and terminated and cease to represent a right to acquire, be exchanged for or convert into shares of Advent stock or ifexercised prior to such time, will have the resulting shares of Advent stock issued upon such exercise treated as outstanding shares of Advent stock.

In addition to the approval of the Proposals at the AMCI Special Meeting, unless waived by the parties to the Merger Agreement, in accordance with applicable law, the closing ofthe Business Combination is subject to a number of conditions set forth in the Merger Agreement including, among others, receipt of the requisite stockholder approval contemplated bythis proxy statement/prospectus. For more information about the closing conditions to the Business Combination, see the section titled “Business Combination Proposal—Conditionsto the Closing.”

The Merger Agreement may be terminated at any time prior to the Closing of the Business Combination upon agreement of Advent and AMCI, or by Advent or AMCI actingalone, in specified circumstances. For more information about the termination rights under the Merger Agreement, see the section titled “Business Combination Proposal—Termination.”

Pursuant to the AMCI Charter, in connection with the Business Combination, holders of Public Shares may elect to have their shares redeemed for cash at the applicableredemption price per share calculated in accordance with AMCI’s Charter. As of October 31. 2020, the pro rata portion of the funds available in the Trust Account for the Public Shareswas approximately $10.30 per share. If a holder exercises its redemption rights in connection with the Business Combination, then such holder will be exchanging its Class A commonstock for cash and will only have equity interests in the Combined Entity pursuant to its right to the exercise of its Public Warrants. Such a holder will be entitled to receive cash for itsPublic Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the AMCISpecial Meeting. Holders of Public Shares may elect to redeem their shares whether or not such shares are voted at the AMCI Special Meeting. See the section titled “AMCI SpecialMeeting—Redemption Rights.”



The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Charter Amendment Proposals, the NasdaqProposal, the Director Election Proposal, and the Incentive Plan Proposal are approved at the AMCI Special Meeting. In addition, the Charter Amendment Proposals, the NasdaqProposal, Director Election Proposal and the Incentive Plan Proposal are conditioned on the approval of the Business Combination Proposal (and the Business Combination Proposal isconditioned on the approval of the Charter Amendment Proposals, the Nasdaq Proposal, the Director Election Proposal, and the Incentive Plan Proposal. The Adjournment Proposal isnot conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

The Combined Entity’s board of directors will increase to seven members upon the Closing of the Business Combination. In accordance with the Amended Charter to be filed,immediately after the Closing of the Business Combination, the board of directors will be divided into three classes, with each director to serve for a three-year term, except for the initialterms after the Closing. At each annual general meeting of stockholders of AMCI, the successors to directors whose terms then expire will be elected to serve from the time of electionand qualification until the third annual meeting following the election. See the Charter Amendment Proposals below for more information.

The Business Combination involves numerous risks. For more information about these risks, see the section titled “Risk Factors.”

2) The Charter Amendment Proposals (Proposals 2 through 5)

AMCI stockholders will be asked to approve and adopt, subject to and conditional on (but with immediate effect therefrom) approval of the Charter Amendment Proposals, theBusiness Combination Proposal, the Nasdaq Proposal, the Director Election Proposal and the Incentive Plan Proposal and the consummation of the Business Combination, a secondamendment and restatement of the AMCI Charter, as set out in the draft second amended and restated version of AMCI’s certificate of incorporation appended to this proxystatement/prospectus as Annex B (the “Amended Charter”), for the following amendments (collectively, the “Charter Amendment Proposals”):

(a) To provide that the name of New AMCI shall be changed to Advent Technologies Holdings, Inc. (Proposal 2);

(b) To provide for size and structure of the post-closing board of directors of AMCI changing the number of directors to not fewer than seven (7) and not more than nine(9), split into three classes of as even size as practicable, Class I, II, and III, each to serve a term of three (3) years, except for the initial term, for which the Class Idirectors will be up for reelection at the first annual meeting of stockholders occurring after the Closing, and for which the Class II directors will be up for reelection atthe second annual meeting of stockholders occurring after the Closing. Directors will not be able to be removed during their term except for cause. The size of theBoard shall be determined by resolution of the Board but will initially be seven (7) (Proposal 3);

(c) To remove and change certain provisions in the Charter related to AMCI’s status as a blank check company, [including the deletion of Article IX of the Charter in itsentirety](Proposal 4), and

(d) Conditioned on the approval of Proposals 2-4, , a proposal to approve the proposed charter in the form attached as Exhibit 3.1 hereto, which includes the approval ofall other changes in the proposed charter in connection with replacing the existing charter with the proposed charter as of the effective time of the merger (Proposal 5);

3) The Nasdaq Proposal — to consider and vote upon a proposal to approve: (i) for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than20% of the issued and outstanding New AMCI common stock and the resulting change of control in connection with the Business Combination; and (ii) for purposes ofcomplying with Nasdaq Listing Rule 5635(d), the issuance of [up to shares of AMCI common stock in connection with a potential equity financing in AMCI inconnection with the Closing]5 (Proposal 6);



4) The Director Election Proposal (Proposal 7)

The following seven individuals have been nominated to serve as directors effective as of the consummation of the Business Combination:

Name Age Class

Vassilios Gregoriou 55 Class IIIChristos Kaskavelis 52 Class III[•] [•] Class IIIKatherine E. Fleming [•] Class II[•] [•] Class IIAnggelos Skutaris 56 Class I[•] [•] Class I

For more information, see “Management of AMCI after the Closing”.

5) The Incentive Plan Proposal (Proposal 8)

AMCI is proposing that its stockholders approve and adopt the Equity Incentive Plan, which will become effective upon the Closing of the Business Combination.

The Equity Incentive Plan will reserve a number of shares of New AMCI common stock equal to 15% of the amount of New AMCI common stock to be outstanding immediatelyfollowing consummation of the Business Combination for issuance for awards in accordance with the terms of the Equity Incentive Plan. The purpose of the Equity Incentive Plan is toassist in attracting, retaining, motivating, and rewarding certain key employees, officers, directors, and consultants of AMCI and its affiliates and promoting the creation of long-termvalue for shareholders of AMCI by closely aligning the interests of such individuals with those of other shareholders. The Equity Incentive Plan authorizes the award of share-basedincentives to encourage eligible employees, officers, directors, and consultants, as described below, to expend maximum effort in the creation of shareholder value.

A summary of the Equity Incentive Plan is set forth in the “The Incentive Plan Proposal” section of this proxy statement/prospectus and a complete copy of the Equity IncentivePlan is attached hereto as Annex C. You are encouraged to read the Equity Incentive Plan in its entirety.

6) The Adjournment Proposal (Proposal 9).

To consider and vote upon a proposal to adjourn the AMCI Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based uponthe tabulated vote at the time of the AMCI Special Meeting, there are not sufficient votes to approve the Charter Amendment Proposal, the Business Combination Proposal, the NasdaqProposal, the Director Election Proposal, or the Incentive Plan Proposal.

Q: When and where will the Special Meeting take place?

A: The Special Meeting will be held on [•], at 10:00 a.m. Eastern Time, via live audiocast at the following address: [•], or such other date, time and place to which such meeting may beadjourned or postponed, to consider and vote upon the proposals.

Q: Are the proposals conditioned on one another?

A: Unless the Business Combination Proposal is approved, the Charter Amendment Proposals, the Director Election Proposal, the Nasdaq Proposal and the Incentive Plan Proposalwill not be presented to the stockholders of AMCI at the AMCI Special Meeting. In addition, the Charter Amendment Proposals, the Nasdaq Proposal, Director Election Proposaland the Incentive Plan Proposal are conditioned on the approval of the Business Combination Proposal (and the Business Combination Proposal is conditioned on the approval ofthe Charter Amendment Proposals, the Nasdaq Proposal, the Director Election Proposal, and the Incentive Plan Proposal). The Adjournment Proposal is not conditioned on theapproval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal does notreceive the requisite vote for approval, then we will not consummate the Business Combination. If AMCI does not consummate the Business Combination and fails to complete aninitial business combination by February 22, 2021, AMCI will be required in accordance with the AMCI Charter to dissolve and liquidate its Trust Account by returning the thenremaining funds in such account to its public stockholders, unless it seeks and obtains the approval of AMCI stockholders to amend the AMCI Charter to extend such date.



Q: What will happen in the Business Combination?

A: At the Closing, Merger Sub will merge with and into Advent, with Advent surviving such merger, as a result of which Advent stockholders will receive newly issued shares ofNew AMCI common stock, and outstanding Company Convertible Securities will be terminated and cancelled. Upon consummation of the Business Combination, Advent willbecome a wholly-owned subsidiary of AMCI. After the Closing of the Business Combination, the cash held in the Trust Account will be released from the Trust Account used topay each of AMCI’s and Advent’s transaction expenses and other liabilities of AMCI due as of the Closing, and for working capital and general corporate purposes. A copy of theMerger Agreement is attached to this proxy statement/prospectus as Annex A.

Q: What equity stake will current stockholders of AMCI and Advent Securityholders hold in the Combined Entity after the Closing?

A: It is anticipated that, upon the completion of the Business Combination, AMCI’s public stockholders will retain an ownership interest of approximately % of theoutstanding capital stock of the Combined Entity, the Sponsor (together with its permitted transferee Orion) will retain an ownership interest of approximately % of theoutstanding capital stock of the Combined Entity and the Advent stockholders will own approximately % of the outstanding capital stock of the Combined Entity. Theforegoing ownership percentages with respect to the Combined Entity following the Business Combination exclude any outstanding Warrants and assumes that (i) there are noredemptions of any shares by AMCI’s public stockholders in connection with the Business Combination (or in connection with an amendment to the AMCI Charter prior to theClosing to extend the deadline by which AMCI must complete its initial business combination (an “Extension Redemption”)), (ii) the Closing Net Indebtedness is $0, (iii) no awardsare issued under the Equity Incentive Plan, (iv) no Working Capital Loan Warrants are issued, and (v) AMCI does not engage in any kind of equity financing prior to the Closing.If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by AMCI’s existing stockholders in the Combined Entitywill be different.

See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Q: What conditions must be satisfied to complete the Business Combination?

A: There are a number of closing conditions in the Merger Agreement, including the approval by the stockholders of AMCI of the Business Combination Proposal, the CharterAmendment Proposals, the Nasdaq Proposal, the Director Election Proposal, and the Incentive Plan Proposal. The Charter Amendment Proposals, the Nasdaq Proposal, theDirector Election Proposal, and the Incentive Plan Proposal are subject to and conditioned on the approval of the Business Combination Proposal. The Business CombinationProposal is subject to and conditioned on the approval of the Charter Amendment Proposals, the Nasdaq Proposal, the Director Election Proposal, and the Incentive Plan Proposal.For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section titled “The Business Combination Proposal—The Merger Agreement.”

Q: Why is AMCI providing stockholders with the opportunity to vote on the Business Combination?

A: Under the AMCI Charter, AMCI must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of AMCI’sinitial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, AMCI has elected to provide itsstockholders with the opportunity to have their Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, AMCI is seeking to obtain theapproval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their Public Shares in connection with theClosing of the Business Combination.



Q: How many votes do I have at the AMCI Special Meeting?

A: AMCI stockholders are entitled to one vote at the AMCI Special Meeting for each share of AMCI common stock held of record as of [•], the record date for the AMCI SpecialMeeting (the “Record Date”). Holders of Class A common stock and Class B common stock will vote together as one class. As of the close of business on the Record Date, therewere outstanding shares of AMCI common stock.

Q: What vote is required to approve the proposals presented at the Special Meeting?

A: The approval of the Charter Amendment Proposals and the Business Combination Proposal requires the affirmative vote of a majority of the issued and outstanding AMCIcommon stock as of the Record Date. Accordingly, an AMCI stockholder’s failure to vote by proxy or to vote in person at the AMCI Special Meeting or an abstention will havethe same effect as a vote “AGAINST” the Charter Amendment Proposals and the Business Combination Proposal.

Our Sponsor, directors and officers have agreed to vote their shares in favor of the Business Combination, including the Business Combination Proposal and the other Proposals.As a result, we would need only , or approximately %, of the Public Shares, to be voted in favor of the Business Combination in order to have the BusinessCombination approved.

The approval of the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal each require the affirmative vote of the holders ofa majority of the shares of AMCI common stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the AMCI Special Meeting. An AMCIstockholder’s failure to vote by proxy or to vote in person at the AMCI Special Meeting will not be counted towards the number of shares of AMCI common stock required tovalidly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the Director Election Proposal, the Nasdaq Proposal,the Incentive Plan Proposal and Adjournment Proposal.

If the Charter Amendment Proposals and the Business Combination Proposal are not approved, the Director Election Proposal, the Nasdaq Proposal and the Incentive PlanProposal will not be presented to the AMCI stockholders for a vote. The approval of the Charter Amendment Proposals, the Business Combination Proposal, the Nasdaq Proposal,the Director Election Proposal, and the Incentive Plan Proposal are preconditions to the consummation of the Business Combination.

Q: May AMCI, the Sponsor or AMCI’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

A: In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor, directors, officers or advisors or their respective affiliates may privatelynegotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant tothe proxy rules for a per-share pro rata portion of the Trust Account. None of AMCI’s Sponsor, directors, officers or advisors or their respective affiliates will make any suchpurchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act.Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of AMCI shares, is no longer the beneficial owner thereofand therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by thepurchaser. In the event that the Sponsor, directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who havealready elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiatedpurchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account.

Q: What constitutes a quorum at the Special Meeting?

A: Holders of a majority in voting power of AMCI common stock issued and outstanding and entitled to vote at the AMCI Special Meeting constitute a quorum. In the absence of aquorum, the chairman of the meeting has power to adjourn the AMCI Special Meeting. As of the Record Date, shares of AMCI common stock would be required to achievea quorum.



Q: How will the Sponsor, directors and officers of AMCI vote?

A: The Sponsor, as AMCI’s initial stockholder, has agreed to vote its Founders Shares and Placement Warrants (as well as any Public Shares purchased during or after the AMCIIPO) in favor of the initial business combination, including the Business Combination Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, the Director ElectionProposal and the Incentive Proposal. Accordingly, if AMCI seeks stockholder approval of its initial business combination, it is more likely that the necessary stockholder approvalwill be received than would be the case if the Sponsor agreed to vote their Founders Shares in accordance with the majority of the votes cast by AMCI’s public stockholders.

As a result, we would need only ______, or approximately ___%, of the ______ Public Shares, to be voted in favor of the Business Combination in order to have the BusinessCombination approved.

Q: What interests do AMCI’s current officers and directors have in the Business Combination?

A: The Sponsor, members of AMCI’s board of directors and its executive officers have interests in the Business Combination that may be different from or in addition to (and whichmay conflict with) your interest. These interests include:

• unless AMCI consummates an initial business combination, AMCI’s officers, directors and the Sponsor will not receive reimbursement for any out-of-pocket expensesincurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;

• as a condition to the AMCI IPO, all of the Founders Shares are subject to a lock-up where, subject to certain limited exceptions, the Founder Shares cannot be transferred forone year following the consummation of an initial business combination with ability to release all of the Founders Shares immediately if the AMCI common stock equals orexceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day periodcommencing at least 150 days after the date of the consummation of an initial business combination;

• the Placement Warrants, purchased by the Sponsor will be worthless if a business combination is not consummated;

• the Sponsor has agreed that the Placement Warrants, and all of their underlying securities, will not be sold or transferred by it until 30 days after AMCI has completed abusiness combination, subject to limited exceptions;

• the Sponsor has agreed to forfeit 1/3rd of its Placement Warrants as of the Closing;

• the fact that Sponsor paid an aggregate of [$25,000] for its Founders Shares and such securities will have a significantly higher value at the time of the BusinessCombination;

• the fact that Sponsor has agreed not to redeem any of the Founders Shares in connection with a stockholder vote to approve a proposed initial business combination;

• if the Trust Account is liquidated, including in the event AMCI is unable to complete an initial business combination within the required time period, the Sponsor has agreedto indemnify AMCI to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share by the claims of prospective target businesses withwhich AMCI has entered into an acquisition agreement or claims of any third party for services rendered or products sold to AMCI, but only if such a vendor or targetbusiness has not executed a waiver of any and all rights to seek access to the Trust Account.6 7

These interests may influence AMCI’s directors in making their recommendation that you vote in favor of the approval of the Business Combination.

6 NOTE TO DRAFT: PLEASE CONFIRM THAT THERE ARE NO OUTSTANDING SPONSOR LOANS.7 NOTE TO DRAFT: SHOULD WE REFERENCE ORION’S LOAN AND INTEREST IN AMCI EQUITY?



Q: What interests do Advent’s current officers and directors have in the Business Combination?

A: Members of Advent’s board of directors and its executive officers have interests in the Business Combination that may be different from or in addition to (and which may conflictwith) your interest. These interests include:

• certain members of Advent’s board of directors are expected to serve as members of New AMCI’s our board of directors following the Business Combination and mayeligible to receive compensation with respect to suc

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