UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-38742

Advent Technologies Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		83-0982969
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

5637 La Ribera St., Suite A Livermore, CA		94550
(Address of principal executive offices)		(Zip code)

(925) 455-9400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	~~ADN~~ADNH	Over The ~~Nasdaq~~Counter ~~Capital~~(OTC) Market
Warrants	~~ADNWW~~ADNHW	Over The ~~Nasdaq~~Counter ~~Capital~~(OTC) Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated 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 filer	☒	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 provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~August~~November 714, 2025, the registrant had 23,~~670~~788,~~286~~634 shares of common stock, par value $0.0001 per share, issued and outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements, which reflect our current views with respect to, among other things, our operations and financial performance. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “could,” “target,” “predict,” “seek” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short- and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those referenced in the section titled “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Annual Report”) which could cause actual results to differ materially. Moreover, we operate in a very competitive and rapidly changing environment and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in or implied by any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Some of the key factors that could cause actual results to differ from our expectations include:

●

our ability to maintain the listing of our shares of common stock and warrants on Nasdaq;

●

our ability to raise financing in the future;

●

our success in retaining or recruiting officers, key employees or directors;

●

factors relating to our business, operations and financial performance, including:

○

our ability to control the costs associated with our operations;

○

our ability to grow and manage growth profitably;

○

our reliance on complex machinery for our operations and production;

○

the market’s willingness to adopt our technology;

○

our ability to maintain relationships with customers;

○

the potential impact of product recalls;

○

our ability to compete within our industry;

○

increases in costs, disruption of supply or shortage of raw materials;

○

risks associated with strategic alliances or acquisitions;

○

the impact of unfavorable changes in U.S. and international regulations;

○

the availability of and our ability to meet the terms and conditions for government grants and economic incentives; and

○

our ability to protect our intellectual property rights;

●

market conditions and global and economic factors beyond our control;

●

volatility of our stock price and potential share dilution;

●

future exchange and interest rates; and

●

other factors detailed within the 2024 Annual Report under the section entitled “Risk Factors.”

The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this report. You should not rely upon forward-looking statements as predictions of future events. We cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or reflect interim developments.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. For a discussion of the risks involved in our business and investing in our common stock, see the section entitled “Risk Factors” within the 2024 Annual Report.

Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

Advent Technologies Holdings, Inc.

Table of Contents

		Page
PART I—FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Consolidated Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets	1
	Unaudited Condensed Consolidated Statements of Operations	2
	Unaudited Condensed Consolidated Statements of Comprehensive Loss	3
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity/(Deficit)	4
	Unaudited Condensed Consolidated Statements of Cash Flows	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3238
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5059
Item 4.	Controls and Procedures	5160
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	5463
Item 1A.	Risk Factors	5564
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5564
Item 3.	Defaults Upon Senior Securities	5564
Item 4.	Mine Safety Disclosures	5564
Item 5.	Other Information	5564
Item 6.	Exhibits	5665
Signatures		5766

PART I—FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

ADVENT TECHNOLOGIES HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in USD thousands, except share and per share amounts)

	As of
	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	75468		$	381
Accounts receivable, net		6787			962
Contract assets		617			623
Inventories		-			8
Prepaid expenses and Other current assets		~~755~~620			719
Total current assets		1,~~514~~792			2,693
Non-current assets:
Intangibles, net		9992			85
Property and equipment, net		4,~~545~~380			4,638
Right-of-use assets		~~214~~177			274
Other non-current assets		~~318~~235			317
Total non-current assets		5,176			5,314
Available for sale financial asset		-			-
Total assets	$	6,690		$	8,007
Total non-current assets		4,884			5,314
Total assets	$	6,676		$	8,007
LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)
Current liabilities:
Trade and other payables	$	186,~~883~~969		$	16,730
Due to related parties		387			305
Deferred income from grants, current		1,~~478~~233			396
Contract liabilities		34,~~718~~147			3,187
Loss contingency liabilities		-			5,126
Other current liabilities		32,~~101~~927			2,210
Operating lease liabilities		~~151~~154			89
Short-term loan payable, net of discount		1,~~452~~801			559
Income tax payable		192			170
Total current liabilities		2917,~~362~~810			28,772
Non-current liabilities:
Long-term operating lease liabilities		6423			184
Defined benefit obligation		109			97
Deferred income from grants, non-current		~~654~~748			248
Other long-term liabilities		5,~~923~~769			1
Total non-current liabilities		6,~~750~~649			530
Total liabilities		3624,~~112~~459			29,302
Commitments and contingent liabilities
Stockholders’ equity/(deficit)
Common stock ($0.0001 par value per share; Shares authorized: 500,000,000 at June 30, 2025 and December 31, 2024; Issued and outstanding: 2,670,286 and 2,636,508 at June 30, 2025 and December 31, 2024, respectively)		-			-
Common stock ($0.0001 par value per share; Shares authorized: 500,000,000 at September 30, 2025 and December 31, 2024; Issued and outstanding: 3,291,634 and 2,636,508 at September 30, 2025 and December 31, 2024, respectively)		-			-
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at June 30, 2025 and December 31, 2024; nil 0 issued and outstanding at June 30, 2025 and December 31, 2024)		-			-
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at September 30, 2025 and December 31, 2024; nil 0 issued and outstanding at September 30, 2025 and December 31, 2024)		-			-
Additional paid-in capital		~~199~~202,~~565~~008			199,015
Accumulated other comprehensive loss		(1,~~763~~192	)		(157	)
Accumulated deficit		(~~227~~218,~~224~~599	)		(220,153	)
Total stockholders’ equity/(deficit)		(2917,~~422~~783	)		(21,295	)
Total liabilities and stockholders’ equity/(deficit)	$	6,~~690~~676		$	8,007

See accompanying notes to unaudited condensed consolidated financial statements.

ADVENT TECHNOLOGIES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in USD thousands, except share and per share amounts)

	Three months ended June 30, (Unaudited)						Six months ended June 30, (Unaudited)
	Three months ended September 30, (Unaudited)						Nine months ended September 30, (Unaudited)
	2025			2024			2025			2024
Revenue, net	$	9962		$	~~654~~128		$	~~231~~293		$	3,~~392~~520
Cost of revenues		(~~392~~437	)		(83336	)		(~~704~~1,141	)		(~~560~~896	)
Gross loss		(293	)		571			(473	)		2,832
Gross income (loss)		(375	)		(208	)		(848	)		2,624
Income from grants		1175			~~424~~137			43218			1,~~262~~399
Research and development expenses		(~~342~~229	)		(~~695~~411	)		(~~698~~927	)		(2,~~110~~521	)
Administrative and selling expenses		(1,~~956~~968	)		2(3,~~374~~135	)		(46,~~206~~174	)		(36,~~819~~954	)
Sublease income		-			-			-			145
Amortization of intangibles		(7	)		(1	)		(1421	)		(23	)
Credit loss – customer contracts		~~(328~~30	)		-(4,309	)		(~~515~~485	)		-(4,309	)
Operating loss		(2,~~925~~374	)		2(7,~~673~~927	)		(58,~~863~~237	)		(19,~~692~~619	)
Fair value change of warrant liability		-			-			-			59
Finance income / (expenses), net		(~~325~~685	)		(5414	)		(~~569~~1,254	)		(~~286~~300	)
Foreign exchange gains / (losses), net		~~293~~(39	)		(~~156~~1,672	)		~~394~~355			(~~165~~1,837	)
Loss contingency		~~(840~~-	)		36-			(1,034	)		(4,871	)
Net gains / (losses) on disposal/write-offs of property, plant and equipment and intangible assets		-			~~(12,714~~-	)		-			(12,735	)
Other income / (expenses), net		-11,723			(2	)		211,725			64
Loss before income tax		(3,797	)		(10,213	)		(7,070	)		(19,684	)
Income (loss) before income tax		8,625			(9,615	)		1,555			(29,299	)
Income taxes		-			-			(1	)		55
Net loss from continuing operations	$	(3,797	)	$	(10,213	)		(7,071	)		(19,629	)
Net income (loss) from continuing operations	$	8,625		$	(9,615	)		1,554			(29,244	)
Income (loss) from discontinued operations		-			(18,~~060~~907	)		-			(19,~~000~~907	)
Net loss	$	(3,797	)	$	(11,273	)	$	(7,071	)	$	(20,629	)
Net income (loss)	$	8,625		$	(18,522	)	$	1,554		$	(39,151	)
Net loss per share
Net income (loss) per share
Basic loss per share from continuing operations		(1.42	)		(3.88	)		(2.66	)		(7.52	)
Basic income (loss) per share from continuing operations		3.06			(3.65	)		0.57			(11.17	)
Basic income per share from discontinued operations		N/A			(0.40	)		N/A			(0.38	)
Basic loss per share from discontinued operations		N/A			(3.38	)		N/A			(3.78	)
Basic loss per share		(1.42	)		(4.28	)		(2.66	)		(7.91	)
Basic income (loss) per share		3.06			(7.03	)		0.57			(14.95	)
Basic weighted average number of shares		2,~~665~~819,~~089~~633			2,~~634~~636,~~179~~508			2,~~653~~709,~~490~~480			2,~~609~~618,~~549~~601
Diluted loss per share from continuing operations		(1.42	)		(3.88	)		(2.66	)		(7.52	)
Diluted income (loss) per share from continuing operations		2.92			(3.65	)		0.56			(11.17	)
Diluted income per share from discontinued operations		N/A			(0.40	)		N/A			(0.38	)
Diluted loss per share from discontinued operations		N/A			(3.38	)		N/A			(3.78	)
Diluted loss per share		(1.42	)		(4.28	)		(2.66	)		(7.91	)
Diluted income/(loss) per share		2.92			(7.03	)		0.56			(14.95	)
Diluted weighted average number of shares		2,~~665~~955,~~089~~457			2,~~634~~636,~~179~~508			2,~~653~~758,~~490~~176			2,~~609~~618,~~549~~601

See accompanying notes to unaudited condensed consolidated financial statements.

ADVENT TECHNOLOGIES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS)

(Amounts in USD thousands)

	Three months ended June 30, (Unaudited)						Six months ended June 30, (Unaudited)
	Three months ended September 30, (Unaudited)						Nine months ended September 30, (Unaudited)
	2025			2024			2025			2024
Net loss	$	(3,797	)	$	(11,273	)	$	(7,071	)	$	(20,629	)
Net income/(loss)	$	8,625		$	(18,522	)	$	1,554		$	(39,151	)
Other comprehensive loss, net of tax effect:
Foreign currency translation adjustment		~~(1,100~~571	)		50(116	)		(1,~~606~~035	)		(57217	)
Other comprehensive loss from continuing operations		~~(1,100~~571	)		50(116	)		(1,~~606~~035	)		(57217	)
Discounting operations:
Income / (loss) from discontinuing operations		-			-(220	)		-			35(141	)
Total other comprehensive loss		~~(1,100~~571	)		50(336	)		(1,~~606~~035	)		(22358	)
Comprehensive loss	$	(4,897	)	$	(11,223	)	$	(8,677	)	$	(20,651	)
Comprehensive income/(loss)	$	9,196		$	(18,858	)	$	519		$	(39,509	)

See accompanying notes to unaudited condensed consolidated financial statements.

ADVENT TECHNOLOGIES HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIT)

(Amounts in USD thousands, except share amounts)

	Three Months Ended June 30, 2025
	Three Months Ended September 30, 2025
	Preferred Stock Series A				Preferred Stock Series Seed				Common Stock				Additional Paid-in		Accumulated			Accumulated			Total Stockholders’ Equity/
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			OCI			(Deficit)
Balance as of March 31, 2025		-	$	-		-	$	-		2,636,508	$	-	$	199,408	$	(223,427	)	$	(663	)	$	(24,682	)
Balance as of June 30, 2025 (unaudited)		-	$	-		-	$	-		2,670,286	$	-	$	199,565	$	(227,224	)	$	(1,763	)	$	(29,422	)
Stock issued under stock compensation plan (Unaudited)		-		-		-		-		33,778		-		-		-			-			-
Issuance of common stock for cash (Unaudited)		-		-		-		-		490,000		-		1,249		-			-			1,249
Stock based compensation expense (Unaudited)		-		-		-		-		-		-		157		-			-			157
Issuance of common stock in exchange for warrants (Unaudited)		-		-		-		-		131,348		-		721		-			-			721
Net loss (Unaudited)		-		-		-		-		-		-		-		(3,797	)		-			(3,797	)
Stock based compensation expense (Unaudited)		-		-		-		-		-		-		127		-			-			127
Other comprehensive loss (Unaudited)		-		-		-		-		-		-		-		-			(1,100	)		(1,100	)
Issuance of pre-funded warrants (Unaudited)		-		-		-		-		-		-		346		-			-			346
Balance as of June 30, 2025 (Unaudited)		-	$	-		-	$	-		2,670,286	$	-	$	199,565	$	(227,224	)	$	(1,763	)	$	(29,422	)
Net income (loss) (Unaudited)		-		-		-		-		-		-		-		8,625			-			8,625
Other comprehensive loss (Unaudited)		-		-		-		-		-		-		-		-			571			571
Balance as of September 30, 2025 (Unaudited)		-	$	-		-	$	-		3,291,634	$	-	$	202,008	$	(218,599	)	$	(1,192	)	$	(17,783	)

See accompanying notes to unaudited condensed consolidated financial statements.

ADVENT TECHNOLOGIES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIT)

(Amounts in USD thousands, except share amounts)

	Three Months Ended June 30, 2024
	Three Months Ended September 30, 2024
	Preferred Stock Series A				Preferred Stock Series Seed				Common Stock				Additional Paid-in		Accumulated			Accumulated			Total Stockholders’ Equity/
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			OCI			(Deficit)
Balance as of March 31, 2024		-	$	-		-	$	-		2,605,135	$	-	$	197,000	$	(188,515	)	$	(2,406	)	$	6,079
Balance as of June 30, 2024		-	$	-		-	$	-		2,636,508	$	-	$	199,265	$	(199,788	)	$	(2,356	)	$	(2,879	)
Issuance of common stock for cash (Unaudited)		-		-		-		-		31,373		-		156		-			-			156
Stock based compensation expense (Unaudited)		-		-		-		-		-		-		1,946		-			-			1,946
Stock issued under stock compensation plan (Unaudited)		-		-		-		-		-		-		-		-			-			-
Disposal of subsidiaries (Unaudited)		-		-		-		-		-		-		-		-			1,717			1,717
Stock based compensation expense (Unaudited)		-		-		-		-		-		-		2,109		-			-			2,109
Net loss (Unaudited)		-		-		-		-		-		-		-		(18,522	)		-			(18,522	)
Net loss (Unaudited)		-		-		-		-		-		-		-		(11,273	)		-			(11,273	)
Other comprehensive loss (Unaudited)		-		-		-		-		-		-		-		-			(336	)		(336	)
Other comprehensive loss (Unaudited)		-		-		-		-		-		-		-		-			50			50
Balance as of September 30, 2024 (Unaudited)		-	$	-		-	$	-		2,636,508	$	-	$	201,211	$	(218,310	)	$	(975	)	$	(18,074	)
Balance as of June 30, 2024 (Unaudited)		-	$	-		-	$	-		2,636,508	$	-	$	199,265	$	(199,788	)	$	(2,356	)	$	(2,879	)

See accompanying notes to unaudited condensed consolidated financial statements.

ADVENT TECHNOLOGIES HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIT)

(Amounts in USD thousands, except share amounts)

	Six Months Ended June 30, 2025
	Nine Months Ended September 30, 2025
	Preferred Stock Series A				Preferred Stock Series Seed				Common Stock				Additional Paid-in		Accumulated			Accumulated			Total Stockholders’ Equity/
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			OCI			(Deficit)
Balance as of December 31, 2024		-	$	-		-	$	-		2,636,508	$	-	$	199,015	$	(220,153	)	$	(157	)	$	(21,295	)
Issuance of common stock for cash (Unaudited)		-		-		-		-		490,000		-		1,249		-			-			1,249
Issuance of common stock in exchange for warrants (Unaudited)		-		-		-		-		131,348		-		721		-			-			721
Stock issued under stock compensation plan (Unaudited)		-		-		-		-		33,778		-		-		-			-			-
Stock issued under stock compensation plan (Unaudited)		-		-		-		-		-		-		-		-			-			-
Stock based compensation expense (Unaudited)		-		-		-		-		-		-		677		-			-			677
Stock based compensation expense (Unaudited)		-		-		-		-		-		-		550		-			-			550
Issuance of pre-funded warrants (Unaudited)		-		-		-		-		-		-		346		-			-			346
Reclassification of private warrants (Unaudited)		-		-		-		-		-		-		-		-			-			-
Net income (loss) (Unaudited)		-		-		-		-		-		-		-		1,554			-			1,554
Net loss (Unaudited)		-		-		-		-		-		-		-		(7,071	)		-			(7,071	)
Other comprehensive loss (Unaudited)		-		-		-		-		-		-		-		-			(1,035	)		(1,035	)
Other comprehensive loss (Unaudited)		-		-		-		-		-		-		-		-			(1,606	)		(1,606	)
Balance as of September 30, 2025 (Unaudited)		-	$	-		-	$	-		3,291,634	$	-	$	202,008	$	(218,599	)	$	(1,192	)	$	(17,783	)
Balance as of June 30, 2025 (Unaudited)		-	$	-		-	$	-		2,670,286	$	-	$	199,565	$	(227,224	)	$	(1,763	)	$	(29,422	)

See accompanying notes to unaudited condensed consolidated financial statements.

ADVENT TECHNOLOGIES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIT)

(Amounts in USD thousands, except share amounts)

	Six Months Ended June 30, 2024
	Nine Months Ended September 30, 2024
	Preferred Stock Series A				Preferred Stock Series Seed				Common Stock				Additional Paid-in		Accumulated			Accumulated			Total Stockholders’ Equity/
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			OCI			(Deficit)
Balance as of December 31, 2023		-	$	-		-	$	-		2,580,159	$	-	$	194,941	$	(179,159	)	$	(2,334	)	$	13,448
Issuance of common stock (Unaudited)		-		-		-		-		56,349		-		282		-			-			282
Stock issued under stock compensation plan (Unaudited)		-		-		-		-		-		-		-		-			-			-
Stock based compensation expense (Unaudited)		-		-		-		-		-		-		45,~~042~~988		-			-			45,~~042~~988
Reclassification of private warrants (Unaudited)		-		-		-		-		-		-		-		-			-			-
Disposal of subsidiaries (Unaudited)		-		-		-		-		-		-		-		-			1,717			1,717
Net loss (Unaudited)		-		-		-		-		-		-		-		(2039,~~629~~151	)		-			(2039,~~629~~151	)
Other comprehensive loss (Unaudited)		-		-		-		-		-		-		-		-			(22358	)		(22358	)
Balance as of June 30, 2024 (Unaudited)		-	$	-		-	$	-		2,636,508	$	-	$	199,265	$	(199,788	)	$	(2,356	)	$	(2,879	)
Balance as of September 30, 2024 (Unaudited)		-	$	-		-	$	-		2,636,508	$	-	$	201,211	$	(218,310	)	$	(975	)	$	(18,074	)

See accompanying notes to unaudited condensed consolidated financial statements.

ADVENT TECHNOLOGIES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in USD thousands)

	Six months ended June 30, (Unaudited)
	Nine months ended September 30, (Unaudited)
	2025			2024
Cash Flows from Operating Activities:
Net loss for the six months ended	$	(7,071	)	$	(20,629	)
Net loss for the nine months ended	$	1,554		$	(39,151	)
Net loss from discontinued operations		-			(1,000	)
Net loss from continuing operations		(7,071	)		(19,629	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation of property and equipment		391			1,053
Loss from discontinued operations		-			6,062
Amortization of intangible assets		14			2
Depreciation of property and equipment		563			1,157
Credit loss allowance		464			-
Amortization of intangible assets		21			3
Credit loss allowance		485			4,309
Provision for litigation expenses		1,034			4,871
Fair value gain of warrant liability		-			(59	)
Stock-based compensation expense		~~550~~677			45,~~042~~988
Benefit for current and deferred income taxes		1			(55	)
Issuance of pre-funded warrants		721			-
Net losses on disposal/write-offs of property, plant and equipment and intangible assets		-			12,733
Benefit for current and deferred income taxes		-			(55	)
Provision for inventories		(34	)		239
Net losses on disposal/write-offs of property, plant and equipment and intangible assets		-			12,735
Net periodic cost of defined benefit obligation		-			9
Provision for inventories		(45	)		250
Net periodic cost of defined benefit obligation		-			14
Gain on settlement of payable		(11,669	)		-
Accretion of discount on debt		303			-
Changes in operating assets and liabilities:
Decrease/(increase) in accounts receivable		~~470~~896			~~(586~~3,054	)
(Increase) in due from related parties		-			-
Decrease/(increase) in contract assets		6			9
Decrease/(increase) in inventories		4253			(~~159~~149	)
Increase in prepaid expenses and other current assets		6147			~~(444~~637	)
Decrease in other non-current assets		-83			3(2,751	)
(Decrease)/increase in trade payables		~~524~~1,243			112,~~744~~117
(Decrease)/increase in due to related parties		82			~~(162~~253	)
(Decrease)/increase in deferred income from grants		1,~~310~~194			(~~832~~837	)
Increase in loss contingency liability		~~172~~231			292
(Decrease)/increase in contract liabilities		~~506~~927			~~255~~812
(Decrease)/increase in other current liabilities		~~374~~599			~~(119~~735	)
Decrease in other long-term liabilities		-			-
Operating lease asset and liabilities		-			(7,208	)
Net Cash provided by / (used in) Operating Activities from continuing operations	$	(~~1,159~~895	)	$	(43,~~001~~088	)
Cash Flows from Investing Activities:
Proceeds from sale of property and equipment		-			300
Purchases of property and equipment		(56	)		(28	)
Purchases of intangible assets		(24	)		-
Net Cash provided by / (used in) Investing Activities from continuing operations	$	(2930	)	$	272
Cash Flows from Financing Activities:
Issuance of common stock		-1,249			282
Repayments of debt		(12,~~442~~032	)		-
Proceeds from borrowings		2,~~335~~901			-
Net Cash provided by Financing Activities from continuing operations	$	~~893~~2,118		$	282
Net decrease in cash and cash equivalents from continuing operations	$	~~(295~~1,193	)	$	(3,~~447~~642	)
Effect of exchange rate changes on cash and cash equivalents		(111,106	)		(7274	)
Net cash provided by / (used in) discontinued operations:
Cash used in operating activities		-			(~~816~~8,317	)
Cash used in investing activities		-			-
Cash provided by financing activities		-			~~540~~543
Net cash used in discontinued operations		-			(~~276~~7,774	)
Net decrease in cash and cash equivalents		~~(306~~87	)		(3,~~730~~858	)
Cash and cash equivalents at the beginning of the period		381			4,~~412~~050
Cash and cash equivalents at the end of the period	$	75468		$	~~682~~192
Supplemental Cash Flow Information
Cash activities:
Interest paid	$	459		$	-
Non-cash operating activities:
Transfer of loss contingency liability to other long-term liabilities	$	5,203		$	-
Non-cash Financing Activities:
Issuance of common stock and paid-in capital	$	-		$	769
Relative fair value of warrants granted with debt	$	346		$	-

See accompanying notes to unaudited condensed consolidated financial statements.

ADVENT TECHNOLOGIES HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of presentation

Overview

Advent Technologies Holdings, Inc. and its subsidiaries (collectively referred to as “Advent” and the “Company”) is an advanced materials and technology development company operating in the fuel cell and hydrogen technology space. Advent develops, manufactures and assembles the critical components that determine the performance of hydrogen fuel cells and other energy systems. To date, Advent’s principal operations have been to develop and manufacture Membrane Electrode Assembly (MEA), and fuel cell stacks and complete fuel cell systems for a range of customers in the stationary power, portable power, automotive, aviation, energy storage and sensor markets.

Advent has its headquarters in Livermore, California, and the Company has MEA and fuel cell product development facilities in Livermore, California and Patras, Greece. Previously, the Company’s headquarters were located in Boston, Massachusetts. During June 2024, the Company closed its facilities in Boston, Massachusetts, and no longer maintains its facilities in Denmark and the Philippines due to the bankruptcy of Advent Technologies A/S in July 2024.

On February 4, 2021 (“Closing Date”), AMCI Acquisition Corp. (“AMCI”), consummated the business combination (the “Business Combination”) pursuant to that certain merger agreement (the “Agreement and Plan of Merger”), dated October 12, 2020, by and among AMCI, AMCI Merger Sub Corp., a Delaware corporation and newly formed wholly-owned subsidiary of AMCI (“Merger Sub”), AMCI Sponsor LLC (the “Sponsor”), solely in the capacity as the representative from and after the effective time of the Business Combination for the stockholders of AMCI, Advent Technologies, Inc., a Delaware corporation (“Legacy Advent”), and Vassilios Gregoriou, solely in his capacity as the representative from and after the effective time for the Legacy Advent stockholders (the “Seller Representative”), as amended by Amendment No. 1 and Amendment No. 2 to the Agreement and Plan of Merger, dated as of October 19, 2020 and December 31, 2020, respectively, by and among AMCI, Merger Sub, Sponsor, Legacy Advent, and Seller Representative. In connection with the closing of the Business Combination (the “Closing”), AMCI acquired 100% of the stock of Legacy Advent (as it existed immediately prior to the Closing) and its subsidiaries.

On the Closing Date, and in connection with the closing of the Business Combination, AMCI changed its name to Advent Technologies Holdings, Inc. Legacy Advent was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805. This determination was primarily based on Legacy Advent’s stockholders prior to the Business Combination having a majority of the voting interests in the combined company, Legacy Advent’s operations comprising the ongoing operations of the combined company, Legacy Advent’s board of directors comprising a majority of the board of directors of the combined company, and Legacy Advent’s senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Advent issuing stock for the net assets of AMCI, accompanied by a recapitalization. The net assets of AMCI are stated at historical cost, with no goodwill or other intangible assets recorded.

While AMCI was the legal acquirer in the Business Combination, because Legacy Advent was deemed the accounting acquirer, the historical financial statements of Legacy Advent became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the consolidated financial statements included in this report reflect (i) the historical operating results of Legacy Advent prior to the Business Combination; (ii) the results of the Company (combined results of AMCI and Legacy Advent) following the closing of the Business Combination; (iii) the assets and liabilities of Legacy Advent at their historical cost; and (iv) Company’s equity structure for all periods presented.

In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Legacy Advent’s stockholders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Advent Preferred Stock (“Preferred Series A” and “Preferred Series Seed”) and Legacy Advent common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. Activity within the statement of changes in stockholders’ equity / (deficit) for the issuances of Legacy Advent’s Preferred Stock, were also retroactively converted to Legacy Advent common stock.

On February 18, 2021, Advent Technologies, Inc. entered into a Membership Interest Purchase Agreement with Bren-Tronics, Inc. (“Bren-Tronics”) and UltraCell, LLC (“UltraCell”), a Delaware limited liability company and a direct wholly owned subsidiary of Bren-Tronics.

UltraCell LLC was renamed to Advent Technologies LLC following its acquisition by the Company.

On June 25, 2021, the Company entered into a Share Purchase Agreement, with F.E.R. fischer Edelstahlrohre GmbH, a limited liability company incorporated under the Laws of Germany (the “Seller”) to acquire all of the issued and outstanding equity interests in SerEnergy A/S, a Danish stock corporation and a wholly-owned subsidiary of the Seller (“SerEnergy”) and fischer eco solutions GmbH, a German limited liability company and a wholly-owned subsidiary of the Seller (“FES”) together with certain outstanding shareholder loan receivables.

SerEnergy and FES were renamed to Advent Technologies A/S and Advent Technologies GmbH, respectively, following their acquisition by the Company on August 31, 2021.

The unaudited condensed consolidated financial statements of the Company have been prepared to reflect the consolidation of the companies listed below:

Schedule of subsidiaries in consolidation
	Country of	Ownership Interest		Statements of Operations
Company Name	Incorporation	Direct	Indirect	2025	2024
Advent Technologies, Inc.	USA	100%	-	01/01 – 69/30	01/01 – 69/30
Advent Technologies S.A.	Greece	-	100%	01/01 – 69/30	01/01 – 69/30
Advent Technologies LLC	USA	-	100%	01/01 – 69/30	01/01 – 69/30
Advent Technologies GmbH	Germany	100%	-	01/01 – 69/30	01/01 – 69/30

On July 25, 2024, Advent Technologies A/S was declared bankrupt by the court in Aalborg, Denmark. The petition was brought by IDA, the union of engineers for €402,000. As the Company did not have the ability to pay the full amount due, the Danish court declared Advent Technologies A/S bankrupt. Advent Technologies A/S and its wholly owned subsidiary Advent Green Energy Philippines, Inc. will be liquidated by the court appointed trustee to settle all claims under the bankruptcy. The Company anticipates it will receive no residual assets. As a result of their bankruptcy, Advent Technologies A/S and Advent Green Energy Philippines, Inc. (collectively referred to as the “Discontinued Subsidiaries”) have been presented as discontinued operations in the accompanying financial statements.

Unaudited Condensed Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2024, included in the Annual Report on Form 10-K filed with the SEC on June 6, 2025. We reclassified certain prior year amounts in our consolidated financial statements to conform to the current year presentation.

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated.

Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise specified.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company considers that the going concern basis is appropriate for the preparation of its unaudited condensed consolidated financial statements, as it is pursuing additional fund raising as disclosed below and has no intentions to proceed with liquidation. The going concern basis of presentation assumes that the Company will continue in operation one year from the date these unaudited condensed consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. As such, the accompanying unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.

In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date that the unaudited condensed consolidated financial statements are issued. The Company’s ability to meet its liquidity needs will largely depend on its ability to generate cash in the future. During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company used $10.29 million of cash from operating activities, and the Company’s ability to generate cash in the future is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond the Company’s control. Furthermore, the Company has suffered recurring operating losses and has a negative net working capital position of $2716.80 million as of ~~June~~September 30, 2025. In addition, as of the issuance date of these unaudited condensed consolidated financial statements the Company is overdue in a number of its obligations which could give the right to creditors at any time from the issuance date of these consolidated financial statements to raise legal action against the Company which in turn could potentially lead to liquidation action against the Company and/or its subsidiaries. The transition to profitability and positive cash flow is highly dependent upon the successful development, approval, and commercialization of the Company’s products and the achievement of a revenue level adequate to support its cost structure and the Company can give no assurances that this will occur. Based on the Company’s current operating plan, the Company believes that its cash and cash equivalents as of ~~June~~September 30, 2025, of $0.14 million is not sufficient to fund operations and capital expenditures for the twelve months following the filing of this Quarterly Report on Form 10-Q, and the Company will need to obtain additional funding in the very near term, otherwise the Company may immediately substantially curtail or terminate its operations.

The Company performed a cash flow projection on a monthly basis for the twelve-month period following the issuance of the consolidated financial statements. The projected inflows from revenues and grants will be insufficient to cover the projected outflows, as such, the Company will continue to have a negative net working capital position and a delay in the projected timing of the short term financing and inflows and/or an immediate demand by creditors of repayment of the long outstanding payables may result in the Company being insolvent and short of cash at any specific time over the coming weeks and over the next twelve months.

Until such time as the Company generates sufficient revenue to fund its operations (if ever), the Company plans to finance its operations and repay its existing and future liabilities and other obligations through the sale of equity and/or debt securities and, to the extent available, short-term and long-term loans.

With regards to the projected revenues and grants, a delay in the projected timing of inflows may result in the Company remaining insolvent and short of cash at any specific time over the next twelve months. Also, there is no guarantee that the Company’s plans to reduce monthly expenditures will be successful.

If the Company is unable to obtain sufficient funding, it could be required to delay its development efforts, limit activities, and further reduce research and development costs, which could adversely affect its business prospects and delivery of contractual obligations. A cash shortfall at any point in time over the next twelve months could result in the Company failing to meet its overdue and current obligations which could trigger action against the Company and/or its subsidiaries for liquidation by employees, authorities, or creditors. Because of the uncertainty in securing additional funding, delays in growth of revenue, failure to materialize cost-cutting efforts and the insufficient amount of cash and cash equivalents as of the consolidated financial statement filing date, management has concluded that substantial doubt exists with respect to the Company’s ability to continue as a going concern for one year from the date the consolidated financial statements are issued.

2. Summary of Significant Accounting Policies

There have been no significant changes from the significant accounting policies disclosed in Note 2 of the “Notes to Consolidated Financial Statements” included in the Annual Report Form 10-K filed with the SEC on June 6, 2025.

The Company did not apply any new accounting policies during the ~~six~~nine-month period ended ~~June~~September 30, 2025 other than those noted below.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, management evaluates the estimates and judgments, including those related to the selection of useful lives for tangible assets, expected future cash flows from long-lived assets to support impairment tests, the carrying value of goodwill, provisions necessary for accounts receivables and inventory write downs, provisions for legal disputes, and contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates under different assumptions and/or conditions.

Segment Information

Under ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer (currently also serving as Interim Chief Financial Officer), Chief Technology Officer, Chief Operating Officer and General Counsel, jointly and collectively serve as CODM, making decisions and managing the Company’s operations as a single operating segment for purposes of allocating resources and evaluating financial performance. For the above reasons, the Company has determined that it operates in one reportable operating segment. The disaggregation of Company’s revenue by geographic location and segment expenses are presented in Note 19.

Cash and Cash Equivalents

Cash and cash equivalents are highly liquid investments with original maturities of three months or less. Cash and cash equivalents consist of cash on hand, deposits held on call with banks and investments in money market funds with original maturities of three months or less at the date of acquisition.

Fair Value Measurements

The Company follows the accounting guidance in ASC 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories:

●

Level 1: Quoted prices in active markets for identical assets or liabilities.

●

Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace.

●

Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Convertible Bond Loan

On May 25, 2022, Advent Technologies S.A (“Advent SA”) and UNI.FUND Mutual Fund (“UNIFUND”) entered into an agreement to finance Cyrus SA (“Cyrus”) with a convertible bond loan (“Bond Loan”) of €1.0 million. As a part of this transaction, Advent SA offered €0.3 million in bond loans with an annual interest rate of 8.00%. The term of the loan is three years and there is a surcharge of 2.5% for overdue interest.

Cyrus business relates to the research and experimental development in natural sciences and mechanics, the construction of pumps and hydrogen compressors and the wholesale of compressors. Hydrogen compressors are a critical part of the Hydrogen Refueling Stations (HRS) to be used by transport applications. Cyrus has developed a prototype Metal Hydride Compressor which offers unique advantages. The proceeds from the Bond Loan are to cover Cyrus’s working capital needs in the context of its operation and the product development.

Mandatory conversion of the Bond Loan will occur in the event of qualified financing which is equivalent to a share capital increase by Cyrus in the first three years from the execution of the Bond Loan agreement with a total amount over €3 million which is covered by third parties unrelated to the basic shareholders or by investors related to them.

The Company classifies the Bond Loan as an available for sale financial asset on the consolidated balance sheets. The Company recognizes interest income within the consolidated statement of operations. For the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024, the Company recognized $10 thousand and $14 thousand of interest income related to the Bond Loan within the consolidated statements of operations, respectively.

The Company initially measured the available for sale Bond Loan at the transaction price plus any applicable transaction costs. The Bond Loan is remeasured to its fair value at each reporting period and upon settlement. The estimated fair value of the Bond Loan is determined using Level 3 inputs by using a discounted cash flow model. The change in fair value is recognized within the consolidated statements of comprehensive loss. As of ~~June~~September 30, 2025, the Company ~~has not~~ received ~~any~~$30 ~~settlement~~thousand ofwith the ~~convertible~~remaining ~~bond~~$323 ~~and~~thousand ~~continues~~past todue and fully ~~reserve~~reserved ~~the Bond Loan~~ as an expected credit loss. The Company did not recognize any unrealized gain / (loss) during the three and ~~six~~nine months ended ~~June~~September 30, 2025, or 2024.

3. Related party disclosures

Balances with related parties

Schedule of related parties
	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
(Amounts in thousands)	(Unaudited)
Due to related parties
Vassilios Gregoriou	$	~~130~~131	$	125
Gary Herman		4421		-
Emory S. De Castro		~~213~~235		180
Total	$	387	$	305

The outstanding balances as of ~~June~~September 30, 2025, due to the Company’s executives and officers primarily relate to short-term promissory notes with the Company. The notes are due by August 31, 2026 and bear interest at a rate of 5.00% per annum. Emory S. De Castro’s balance of $~~213~~235 thousand is comprised of $~~133~~135 thousand related to the promissory note and $80100 thousand relates to certain expenses paid for on behalf of the Company.

The outstanding balances as of December 31, 2024, due to the Company’s executives and officers primarily relate to short-term promissory notes with the Company. The notes are due by August 31, 2026 and bear interest at a rate of 5.00% per annum. Emory S. De Castro’s balance of $180 thousand is comprised of $128 thousand related to the promissory note and $52 thousand relates to certain expenses paid for on behalf of the Company.

Transactions with related parties

Related parties’ transactions are in the normal course of operations and are measured at the amount of consideration established and agreed to by related parties.

4. Accounts receivable, net

Accounts receivable consists of the following:

Schedule of accounts receivable
	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
(Amounts in thousands)	(Unaudited)
Accounts receivable from third party customers	$	~~2,056~~334		$	2,799
Less: Allowance for credit losses		(~~1,989~~247	)		(1,837	)
Accounts receivable, net	$	6787		$	962

5. Inventories

Inventories consist of the following:

Schedule of inventories
	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
(Amounts in thousands)	(Unaudited)
Raw materials and supplies	$	5,~~206~~203		$	4,540
Work-in-process		-			-
Finished goods		50			229
Total	$	5,~~256~~253		$	4,769
Provision for inventory		(5,~~256~~253	)		(4,761	)
Total	$	-		$	8

The changes in the provision for inventory is as follows:

Schedule of changes in provision for slow moving inventory
	For the Three Months Ended June 30, 2025			For the Three Months Ended June 30, 2024			For the Six Months Ended June 30, 2025			For the Six Months Ended June 30, 2024
	For the Three Months Ended September 30, 2025			For the Three Months Ended September 30, 2024			For the Nine Months Ended September 30, 2025			For the Nine Months Ended September 30, 2024
(Amounts in thousands)	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Balance at beginning of period	$	(45,~~931~~256	)	$	(5,~~176~~175	)	$	(4,761	)	$	(5,018	)
Additions during the period		3410			-(11	)		3444			(~~239~~250	)
Exchange differences		(~~359~~7	)		-(176	)		(~~529~~536	)		81(94	)
Balance at end of period	$	(5,~~256~~253	)	$	(5,~~176~~362	)	$	(5,~~256~~253	)	$	(5,~~176~~362	)

6. Prepaid expenses and other current assets

Prepaid expenses are analyzed as follows:

Schedule of prepaid expenses
	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
(Amounts in thousands)	(Unaudited)
Prepaid insurance expenses	$	~~233~~145	$	123
Prepaid research expenses		~~164~~117		255
Other prepaid expenses		6133		19
Total	$	~~458~~295	$	397

15Prepaid insurance expenses as of September 30, 2025 and December 31, 2024 mainly include prepayments to insurers for directors’ and officers’ insurance services for liabilities that may arise in their capacity as directors and officers of a public entity.

Prepaid ~~insurance~~research expenses as of ~~June~~September 30, 2025 ~~and December 31, 2024~~ mainly ~~include~~relate ~~prepayments~~ to ~~insurers~~prepayments for ~~directors’~~expenses ~~and~~related ~~officers’~~to ~~insurance~~research ~~services for liabilities that may arise in their capacity as directors and officers of a public entity~~grants.

Prepaid research expenses as of June 30, 2025 mainly relate to prepayments for expenses related to research grants.

Prepaid research expenses as of December 31, 2024 mainly relate to prepayments for expenses under the Cooperative Research and Development Agreement as discussed in Note 17.

Other prepaid expenses as of ~~June~~September 30, 2025 and December 31, 2024 mainly include prepayments for professional fees and purchases, which also include costs to fulfill a contract with customers which are expected to be recognized within 2025, upon delivery of services to these customers.

Other current assets are analyzed as follows:

Schedule of other current assets
	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
(Amounts in thousands)	(Unaudited)
VAT receivable	$	1126	$	49
Grant receivable		4041		36
Other receivables		~~246~~258		237
Total	$	~~297~~325	$	322

7. Intangible Assets

Information regarding our intangible assets, ~~including assets recognized from our acquisitions,~~ as of September ~~June~~ 30, 2025 and December 31, 2024 is as follows:

Schedule of intangible assets
	As of June 30, 2025 (Unaudited)
	As of September 30, 2025 (Unaudited)
(Amounts in thousands)	Gross Carrying Amount		Accumulated Amortization			Cumulative Impairment		Net Carrying Amount
Finite-lived intangible assets:
Software		300		(~~201~~208	)		-		9992
Total intangible assets	$	300	$	(~~201~~208	)	$	-	$	9992

	As of December 31, 2024
(Amounts in thousands)	Gross Carrying Amount		Accumulated Amortization			Cumulative Impairment		Net Carrying Amount
Finite-lived intangible assets:
Software		250		(165	)		-		85
Total intangible assets	$	250	$	(165	)	$	-	$	85

16The Company recorded additions to indefinite-lived intangible assets of $0 thousand and $24 thousand for software during the three and nine months ended September 30, 2025, respectively.

The Company ~~recorded~~did not record any additions to indefinite-lived intangible assets ~~of $0 thousand and $24 thousand for software~~ during the three and ~~six~~nine months ended ~~June~~September 30, ~~2025, respectively~~2024.

The ~~Company~~amortization ~~did~~expense ~~not~~for ~~record~~the ~~any additions to indefinite-lived~~ intangible assets ~~during~~for the three ~~and six~~ months ended ~~June~~ September 30, 2025 and 2024 was $7.0 thousand and $1.0 thousand, respectively.

The amortization expense for the intangible assets for the ~~three~~nine months ended ~~June~~ September 30, 2025 and 2024 was $721.0 thousand and $12.0 thousand, respectively.

~~The~~Amortization ~~amortization~~ expense ~~for~~is recorded on a straight-line basis. Assuming constant foreign currency exchange rates and no change in the gross carrying amount of the intangible assets, ~~for~~future amortization expense related to the ~~six~~Company’s ~~months~~intangible ~~ended~~assets ~~June~~subject ~~30,~~to ~~2025~~amortization ~~and~~as ~~2024~~of ~~was~~September 30, ~~$14.0~~2025 ~~thousand~~is ~~and~~expected ~~$2.0~~to ~~thousand,~~be ~~respectively.~~as follows:

Amortization expense is recorded on a straight-line basis. Assuming constant foreign currency exchange rates and no change in the gross carrying amount of the intangible assets, future amortization expense related to the Company’s intangible assets subject to amortization as of June 30, 2025 is expected to be as follows:

Schedule of future amortization expense
(Amounts in thousands)
Fiscal Year Ended December 31,
2025	$	21
2026		15
2027		14
2028		14
2029		14
Thereafter		14
Total	$	92

Schedule of future amortization expense
(Amounts in thousands)
Fiscal Year Ended December 31,
2025	$	21
2026		22
2027		14
2028		14
2029		14
Thereafter		14
Total	$	99

8. Property, plant and equipment, net

The Company’s property, plant and equipment, net, consisted of the following:

Schedule of property, plant and equipment, net
	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
(Amounts in thousands)	(Unaudited)
Land, Buildings & Leasehold Improvements	$	~~964~~965		$	865
Machinery		5,~~008~~014			4,512
Equipment		1,~~817~~819			1,747
	$	7,~~789~~798		$	7,124
Less: accumulated depreciation		(3,~~244~~418	)		(102	)
Less: impairment		-			(2,384	)
Total	$	4,~~545~~380		$	4,638

17During the three and nine months ended September 30, 2025, additions to property, plant and equipment of $1 thousand and $6 thousand for equipment, respectively.

During the three and ~~six~~nine months ended ~~June~~September 30, ~~2025~~2024, additions to property, plant and equipment of nil 0 and $528 thousand, respectively, for equipment~~, respectively~~.

During the three and ~~six~~nine months ended ~~June~~September 30, ~~2024~~ 2025, ~~additions~~the toCompany ~~property,~~did ~~plant~~not ~~and~~dispose ~~equipment~~ of ~~nil~~any ~~0 and $28 thousand~~property, ~~respectively,~~plant ~~for~~and equipment.

During the three and ~~six~~nine months ended ~~June~~September 30, ~~2025~~2024, the Company ~~did~~disposed ~~not dispose~~ of ~~any~~leasehold ~~property~~improvements, ~~plant~~sold machinery and disposed of other equipment for with an aggregate net book value of $13.6 million for net proceeds of $0.9 million resulting in a loss of $12.7 million.

~~During~~On June 29, 2024, in an effort to reduce costs, the ~~three~~Company decided to abandon the facility at Hood Park and ~~six~~was ~~months~~able ~~ended~~to find a new tenant to occupy the space. The Company and the landlord agreed to accelerate the expiration of the lease to occur on June 30, 2024,. ~~the~~The Company ~~disposed~~had a letter of ~~leasehold~~credit ~~improvements,~~in ~~sold~~the ~~machinery~~amount of $750 thousand in favor of the landlord and ~~disposed~~that letter of ~~other~~the ~~equipment~~credit ~~for~~was ~~with~~released anto ~~aggregate~~the ~~net~~landlord ~~book~~in ~~value~~satisfaction of any claims against the Company. During the nine months ended September 30, 2024, the Company wrote off $139.68 million ~~for~~of ~~net~~leasehold ~~proceeds~~improvements ofand $0.95 million ~~resulting~~of infurniture aas ~~loss~~part of ~~$12.7~~the ~~million~~exit of Hood Park.

OnDepreciation ~~June~~expense ~~29,~~during ~~2024, in an effort to reduce costs,~~ the ~~Company~~three ~~decided~~and tonine ~~abandon~~months ~~the~~ended ~~facility~~September at30, ~~Hood~~2025 ~~Park and~~ was ~~able to find a new tenant to occupy the space~~$0.2 ~~The~~million ~~Company~~ and ~~the~~$0.4 ~~landlord agreed to accelerate the expiration of the lease to occur on June 30~~million, ~~2024~~respectively. ~~The~~Depreciation ~~Company~~expense ~~had~~during ~~a letter of credit in~~ the ~~amount~~three ~~of $750 thousand in favor of the landlord~~ and ~~that~~nine ~~letter of the credit was released to the landlord in satisfaction of any claims against the Company. During the three~~ months ended ~~June~~September 30, 2024, ~~the~~was ~~Company wrote off~~ $90.82 million ~~of leasehold improvements~~ and $01.50 million, ~~of furniture as part of the exit of Hood Park~~respectively.

Depreciation expense during the three and six months ended June 30, 2025 was $0.2 million and $0.4 million, respectively. Depreciation expense during the three and six months ended June 30, 2024 was $0.2 million and $0.4 million, respectively.

The Company has a short-term loan payable which is partially collateralized with the Company’s property, plant and equipment, refer to Note 13.

9. Other non-current assets

Other non-current assets as of ~~June~~September 30, 2025 are comprised of advances to suppliers for the acquisition of fixed assets of $0.1 million and guarantees to suppliers of $0.21 million.

Other non-current assets as of December 31, 2024 are comprised of advances to suppliers for the acquisition of fixed assets of $0.1 million and guarantees to suppliers of $0.2 million.

10. Trade and other payables

Trade and other payables as of ~~June~~ September 30, 2025 and December 31, 2024 include balances of suppliers and consulting service providers of $187.~~9 18~~0 6,~~883~~969 million and $16.7 16,730 million, respectively.

On July 17, 2025, the Company agreed with the bankruptcy trustee of Advent Technologies A/S to settle an outstanding claim of €10.4 million ($12.2 million) against Advent Technologies, GmbH for €100 thousand ($119 thousand) which was required to be paid by July 31, 2025, resulting in the reduction of trade and other payables for the three months ended September 30, 2025. The Company recorded a gain of $11.7 million to Other income / (expenses), net on July 31, 2025, when the liability of $11.8 million was settled for $119 thousand.

11. Other current liabilities

As of ~~June~~September 30, 2025 and December 31, 2024, other current liabilities consist of the following:

Schedule of other current liabilities
	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
(Amounts in thousands)	(Unaudited)
Accrued expenses(1)	$	~~320~~63	$	388
Other short-term payables		1,~~842~~623		1,303
Taxes and duties payable		~~302~~377		330
Social security funds		~~226~~330		189
Fischer settlement – current liability		~~411~~534		-
Total	$	32,~~101~~927	$	2,210

Other short-term payables largely consist of salary payable to the Company’s officers who have not regularly received a salary ~~payment~~ since May 2024.

(1)

Accrued expenses are analyzed as follows:

Schedule of accrued expenses
	September 30, 2025		December 31, 2024
(Amounts in thousands)	(Unaudited)
Accrued expenses for legal and consulting fees	$	27	$	183
Other accrued expenses		36		205
Total	$	63	$	388

Schedule of accrued expenses
	June 30, 2025		December 31, 2024
(Amounts in thousands)	(Unaudited)
Accrued expenses for legal and consulting fees	$	50	$	183
Other accrued expenses		270		205
Total	$	320	$	388

Other accrued expenses mainly consist of accrual of staff expenses and audit fees.

12. Leases

The Company enters into operating lease agreements for the use of real estate and certain other equipment. The Company determines if an arrangement contains a lease at inception, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. The impacts of accounting for operating leases are included in Right-of-use assets, Operating lease liabilities, and Long-term operating lease liabilities in the Company’s consolidated balance sheets.

Rental expense for all operating leases was $0.1 million and $0.23 million for the three months ended ~~June~~September 30, 2025, and 2024, respectively.

Rental expense for all operating leases was $0.1 million and $04.7 million for the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024, respectively.

As of ~~June~~September 30, 2025, and December 31, 2024, the right of use assets, net associated with operating leases was $0.2 ~~214~~177 million and $0.3 274 million, respectively.

As of ~~June~~September 30, 2025, undiscounted maturities of operating lease liabilities remaining are as follows (amounts in thousands):

Schedule of maturities of operating lease liabilities
	OperatingLeases
Fiscal Year Ended December 31,
2025	$	118
2026		124
2027		19
2028		-
2029		-
Thereafter		-
Total undiscounted lease payments	$	261
Less: imputed interest		(4684	)
Total discounted lease payments	$	~~215~~177
Less: current portion		(~~151~~154	)
Long-term lease liabilities	$	6423

1920

13. Short-term ~~loan~~loans payable

Agile Capital Funding, LLC

On November 5, 2024, the Company entered into a term loan agreement with Agile Capital Funding, LLC as collateral agent, and Agile Lending, LLC, a Virginia limited liability company as “Lead Lender”. The Company borrowed $594 thousand, net of fees paid to the lenders of $66 thousand. The Company is required to make weekly payments of approximately $31 thousand through maturity on June 19, 2025. The effective interest rate is 292.82% per year, assuming all payments are made on time. If the Company fails to make a payment on time the loan will be in default and the Company will be subject to an additional 5.00% default rate. Upon the prepayment of any principal amount, the Company is obligated to pay a prepayment fee comprising make-whole premium payment on account of such principal so paid, which Prepayment Fee shall be equal to the aggregate and actual amount of interest (at the contract rate of interest) that would be paid through the Maturity Date. The Company may pay off the loan 30 days after funding for $792 thousand and 60 days after funding for $858 thousand. The Company paid off and refinanced the term loan on April 15, 2025.

On April 15, 2025, the Company entered into a term loan agreement with Agile Capital Funding, LLC as collateral agent, and Agile Lending, LLC, a Virginia limited liability company as “Lead Lender”. The Company entered into a term loan for $870 thousand. The Company received net proceeds of $443 thousand, net of fees paid to the lenders of $87 thousand and its outstanding unpaid balance of the term loan dated November 5, 2024 of $340 thousand. The Company is required to make weekly payments of approximately $37 thousand through maturity on December 18, 2025. The effective interest rate is 250.67% per year, assuming all payments are made on time. If the Company fails to make a payment on time the loan will be in default and the Company will be subject to an additional 5.00% default rate. Upon the prepayment of any principal amount, the Company is obligated to pay a prepayment fee comprising make-whole premium payment on account of such principal so paid, which Prepayment Fee shall be equal to the aggregate and actual amount of interest (at the contract rate of interest) that would be paid through the Maturity Date. The Company paid off and refinanced the term loan on June 20, 2025.

On June 20, 2025, the Company entered into a term loan agreement with Agile Capital Funding, LLC as collateral agent, and Agile Lending, LLC, a Virginia limited liability company as “Lead Lender”. The Company entered into a term loan for $1.465 million. The Company received net proceeds of $221 thousand, net of fees paid to the lenders of $147 thousand and its outstanding unpaid balance of the term loan dated April 15, 2025 of $1.1 million. The Company is required to make weekly payments of $45-66 thousand through maturity on February 27, 2026. The effective interest rate is 206% per year, assuming all payments are made on time. If the Company fails to make a payment on time the loan will be in default and the Company will be subject to an additional 5.00% default rate. Upon the prepayment of any principal amount, the Company is obligated to pay a prepayment fee comprising make-whole premium payment on account of such principal so paid, which Prepayment Fee shall be equal to the aggregate and actual amount of interest (at the contract rate of interest) that would be paid through the Maturity Date. The Company has made repayments totaling $45140 thousand and $185 thousand, respectively, during the ~~six~~three and nine months ended ~~June~~September 30, 2025.

The loans are collateralized with all of the Company’s goods, accounts, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles (including intellectual property), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other collateral accounts, all certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all of the Company’s books and records relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

2021

Hudson Global Ventures LLC August 1, 2025 Loan Transaction

On August 1, 2025, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Hudson Global Ventures LLC (“Hudson”), pursuant to which Hudson made a loan to the Company, evidenced by a Convertible Promissory Note in the aggregate principal amount of $235 thousand, including an original issue discount of $25,000.00 (the “Promissory Note”), with interest accruing at an annual rate of twelve percent (12%) to be computed on the basis of a 360-day year.

Pursuant to the Securities Purchase Agreement, the Company has also agreed to issue a pre-funded warrant to Hudson Global Ventures (“Hudson”) to purchase 130,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), with an exercise price of $0.0001 per share (the “Pre-Funded Warrant”). The Company analyzed the components of the debt and pre-funded warrant transaction and allocated $109 thousand to the pre-funded warrants based upon their relative fair value, resulting in a discount on the short-term debt.

Under the Promissory Note, the Company is required to make eleven (11) payments of $23,927.27 (each payment, an “Amortized Payment”). The first Amortized Payment is due on September 1, 2025, with ten (10) subsequent Amortized Payments due each month thereafter. The Promissory Note is not secured by any collateral. The Promissory Note matures on July 1, 2026, and contains customary events of default. The Company may pre-pay the full amount due under the Promissory Note by providing Hudson with ten (10) days’ notice and paying an amount equal to 118% of the principal amount to be repaid.

In the event the Company fails to make an Amortized Payment in a timely fashion, Hudson will have the right to convert an amount up to the Mandatory Default Amount (as defined below) at a conversion price equal to the lower of (i) the Conversion Price (as defined below) and (ii) 80% of the lowest trading price in the ten (10) trading days prior to the conversion, subject to a floor price of $0.10.

At the option of Hudson, the Promissory Note may be converted into a number of shares of Common Stock equal to the number determined by dividing (x) that portion of the outstanding balance of the Promissory Note identified by the Company of (A) the outstanding principal amount of the Promissory Note, plus (B) accrued and unpaid interest with respect to such amount and any other amounts owing under the Promissory Note to be converted by (y) the conversion price then in effect on the date on which Hudson delivers a notice of conversion (the “Conversion Price”). Hudson may also require the Company to prepay the entire outstanding balance under the Promissory Note upon receipt of notice of a change in control of the Company.

The Conversion Price is subject to certain adjustments for stock splits, certain dividends and distributions, dilutive issuances, and certain stock issuances that are deemed dilutive pursuant to the terms of the Promissory Note, including, but not limited to, the issuance of any warrants, rights or options (other than awards issued pursuant to the Company’s equity incentive plans).

The Company did not make any repayments on the Promissory Note until October 2025.

Hudson Global Ventures LLC August 28, 2025 Loan Transaction

On August 28, 2025, the Company entered into a securities purchase agreement with Hudson, pursuant to which Hudson made a loan to the Company, evidenced by a Convertible Promissory Note in the aggregate principal amount of $418 thousand, including an original issue discount of $42 thousand (the “Promissory Note”), with interest accruing at an annual rate of twelve percent (12%) to be computed on the basis of a 360-day year.

Pursuant to the Securities Purchase Agreement, the Company has also agreed to issue a pre-funded warrant to Hudson Global Ventures (“Hudson”) to purchase 130,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), with an exercise price of $0.0001 per share (the “Pre-Funded Warrant”). The Company analyzed the components of the debt and pre-funded warrant transaction and allocated $237 thousand to the pre-funded warrants based upon their relative fair value, resulting in a discount on the short-term debt.

Under the Promissory Note, the Company is required to make eleven (11) payments of $38,000.00 (each payment, an “Amortized Payment”). The first Amortized Payment is due on October 1, 2025, with ten (10) subsequent Amortized Payments due each month thereafter. The Promissory Note is not secured by any collateral. The Promissory Note matures on August 1, 2026, and contains customary events of default. The Company may pre-pay the full amount due under the Promissory Note by providing Hudson with ten (10) days’ notice and paying an amount equal to 118% of the principal amount to be repaid; provided that, if the Company prepays no later than the close of business on October 1, 2025, the Company may pre-pay the full amount due under the Promissory Note by paying an amount equal to 100% of the principal amount to be repaid.

On September 11, 2025, the Company repaid all amounts owed pursuant to the Promissory Note for 418 thousand.

14. Private Placement Warrants and Working Capital Warrants

In connection with the Business Combination, the Company assumed 131,343 Private Placement Warrants issued upon AMCI’s initial public offering. In addition, upon the closing of the Business Combination, the working capital loan provided by AMCI’s Sponsor to AMCI was converted into 13,333 Working Capital Warrants, which were also assumed. The terms of the Working Capital Warrants are the same as those of the Private Placement Warrants.

As of ~~June~~September 30, 2025 and December 31, 2024, the Company had an aggregate of 65,671 Private Placement Warrants and Working Capital Warrants outstanding. Each Private Placement Warrant and Working Capital Warrant entitles the registered holder to purchase one 1 share of Common Stock at a price of $345.00 per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination. The Public Warrants expire five 5 years after the closing of the Business Combination or earlier upon redemption or liquidation.

The Private Placement Warrants and Working Capital Warrants are identical to the Public Warrants, except that the Private Placement Warrants and Working Capital Warrants and the common stock issuable upon the exercise of those warrants were not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants and Working Capital Warrants are exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If those warrants are held by someone other than the initial purchasers or their permitted transferees, they will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. As of ~~June~~September 30, 2025, an aggregate of 65,671 Private Placement Warrants and Working Capital Warrants are held by its initial purchasers.

According to the provisions of the Private Placement Warrants and Working Capital Warrants warrant agreements, the exercise price and number of shares of common stock issuable upon exercise of those warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Private Placement Warrants and Working Capital Warrants are classified as liabilities in accordance with the Company’s evaluation of the provisions of ASC 815-40-15, which provides that a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant with a fixed exercise price and fixed number of underlying shares.

15. Stockholders’ Equity

Shares Authorized

As of ~~June~~September 30, 2025, the Company had authorized a total of 501,000,000 shares for issuance with 500,000,000 shares designated as common stock, par value $0.0001 per share, and 1,000,000 shares designated as preferred stock, par value $0.0001 per share.

Common Stock

On August 18, 2025, Hudson Global Ventures, LLC (“Hudson”) executed a warrant resulting in the issuance of 131,348 shares of common stock. The Company granted Hudson the warrants as consideration for consulting services. The warrants were fair valued based upon the Company’s underlying price per share of common stock on the date of the warrants were issued resulting in consulting expense and additional paid-in capital of $721 thousand.

From August 28, 2025 through September 18, 2025, the Company issued 490,000 shares of common stock pursuant to the Hudson Purchase Agreement for net proceeds of $1.25 million.

On April 14, 2025, the Company issued 33,778 common shares related to the vesting of restricted stock units issued in connection with its stock compensation program.

From April 1, 2024 through April 15, 2024, 31,373 shares of common stock were issued in connection with the At the Market Offering with H.C. Wainwright & Co., LLC for net proceeds of $0.2 million.

From February 2, 2024, through March 28, 2024, 24,976 shares of common stock were issued in connection with the At the Market Offering with H.C. Wainwright & Co., LLC and received net proceeds of $0.1 million.

As of ~~June~~September 30, 2025 and December 31, 2024, there were 23,~~670~~291,~~286~~634 and 2,636,508 shares of issued and outstanding common stock with a par value of $0.0001 per share, respectively.

Reverse Stock Split

On April 29, 2024 and April 30, 2024, our stockholders and Board, respectively, approved a reverse stock split of our Common Stock, at a ratio of 1-for-30 (the “Reverse Stock Split”), as of the Effective Date. The Effective Date of the Reverse Stock Split with the Secretary of the Commonwealth of Massachusetts was 5:00 p.m. on May 13, 2024 and May 14, 2024 in the marketplace.

On the Effective Date, the total number of shares of our Common Stock held by each shareholder was converted automatically into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such shareholder immediately prior to the Reverse Stock Split, divided by (ii) 30.

No fractional shares were issued in connection with the Reverse Stock Split, and stockholders who would otherwise be entitled to a fractional share received a proportional cash payment, resulting in the reduction of 378 shares. The Reverse Stock Split did not have any effect on the stated par value of the Company’s Common Stock. The rights and privileges of the holders of shares of Common Stock will be unaffected by the Reverse Stock Split.

The Company is authorized to issue 501,000,000 shares of Common Stock and that number did not change as a result of the Reverse Stock Split.

The consolidated financial statements and footnote disclosures have been updated to reflect the retrospective effect of the reverse stock split for all periods presented.

Hudson Purchase Agreement

On August 14, 2025, the Company entered into a purchase agreement (the “Purchase Agreement”) with Hudson, which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company has the right, but not the obligation, to sell to Hudson up to $52 million worth of shares of the Company’s common stock, par value $0.0001, from time to time over the 24 month term of the Purchase Agreement (the “Put Shares”). Concurrently with entering into the Purchase Agreement, the Company also entered into a registration rights agreement with Hudson (the “Registration Rights Agreement”), pursuant to which the Company agreed to register the resale of the shares of the Company’s Common Stock that have been and may be issued to Hudson under the Purchase Agreement pursuant to a registration statement (the “Registration Statement”).

At any time and from time to time during the Commitment Period (as defined below), on any business day selected by the Company, the Company may direct Hudson to purchase shares of its Common Stock on such business day (or the purchase date) (the “Put Notice”). The “Commitment Period” means the period beginning on the date of the Purchase Agreement, and ending on the earlier of (i) the date on which Hudson shall have purchased a number of Put Shares under the Purchase Agreement equal to the maximum commitment amount; (ii) twenty-four (24) months after the date of the Purchase Agreement, (iii) written notice of termination by the Company to Hudson (which shall not occur at any time that Hudson holds any of the Put Shares); (iv) a registration statement filed by the Company for registration of the Put Shares is no longer effective after its initial effective date; or (v) the date that, pursuant to or within the meaning of applicable bankruptcy law, the Company commences a voluntary case or any person commences a proceeding against the Company, a custodian is appointed for the Company for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors.

The purchase price per share for each purchase of shares subject to each Put Notice will be equal to the lesser of (a) 84% of the closing price of the Common Stock on Nasdaq on the trading day immediately preceding the date of the Put Notice; and (b) 84% of the lowest closing price of the Common Stock on Nasdaq on any trading day during the period beginning on the date of the Put Notice and continuing through the date that is three (3) trading days immediately following the clearing date associated with the Put Notice (such period, the “Valuation Period”), as reported on Quotestream or other reputable source designated by Hudson, subject to adjustment as provided in the Purchase Agreement.

Under applicable rules of Nasdaq, in no event may the Company issue or sell to Hudson under the Purchase Agreement shares of its Common Stock in excess of 534,031 shares, which is equal to 19.99% of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement, or the Exchange Cap, unless the Company obtains (in its sole discretion) stockholder approval to issue shares of its Common Stock in excess of the Exchange Cap. In any event, the Purchase Agreement specifically provides that the Company may not issue or sell any shares of its Common Stock under the Purchase Agreement if such issuance or sale would breach any applicable rules or regulations of the Nasdaq.

Hudson represented to the Company, among other things, that it was an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)), and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

The Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification and termination provisions. Sales under the Purchase Agreement may commence only after certain conditions have been satisfied, which conditions include but not limited to an effective registration statement on file with the Securities and Exchange Commission for the resale of the Put Shares, the accuracy of the Company’s representations and warranties pursuant to the Purchase Agreement, and the receipt by Hudson of customary certificates and closing documents. The Purchase Agreement may be terminated by the Company at any time by written notice to Hudson, except during any Valuation Period or at any time that Hudson holds any Put Shares.

Pursuant to the terms of the Purchase Agreement, during the period beginning on the date of the Purchase Agreement and continuing until the later of (i) 12 months from the date of the Purchase Agreement or (ii) the date that the Purchase Agreement is no longer in effect, the Company has agreed that it will not, without Hudson’s prior written consent, enter into any other “Equity Line of Credit,” and that, for so long as the Purchase Agreement is in effect, the Company will not enter into any “Variable Rate Transaction” without Hudson’s prior written consent.

At the Market Offering Agreement

On June 2, 2023, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (the “Agent”), to create an at-the-market equity program under which it may sell up to $50 million of shares of the Company’s common stock (the “Shares”) from time to time through the Agent (the “ATM Offering”). Under the ATM Agreement, the Agent will be entitled to a commission at a fixed rate of 3.0% of the gross proceeds from each sale of Shares under the ATM Agreement.

Sales of the Shares, if any, under the ATM Agreement may be made in transactions that are deemed to be “at-the-market equity offerings” as defined in Rule 415 under the Securities Act, including sales made by means of ordinary brokers’ transactions, including on the Nasdaq Capital Market, at prevailing market prices at the time of sale or as otherwise agreed with the Agent. The Company has no obligation to sell, and the Agent is not obligated to buy or sell, any of the Shares under the Agreement and may at any time suspend offers under the Agreement or terminate the Agreement. The ATM Offering will terminate upon the termination of the ATM Agreement as permitted therein. The Shares will be issued pursuant to the Company’s previously filed Registration Statement on Form S-3 (File No. 333-271389) that was declared effective on May 2, 2023, and a prospectus supplement and accompanying prospectus relating to the ATM Offering filed with the SEC on June 2, 2023.

Deferred offering costs associated with the ATM Agreement are reclassified to additional paid in capital on a pro-rata basis when the Company completes offerings under the ATM Agreement. Any remaining deferred costs will be expensed to the statements of operations should the planned offering be terminated.

During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company issued and sold an aggregate of 56,349 shares of common stock under the ATM Offering.

Public Warrants

In connection with the Business Combination, the Company assumed the Public Warrants issued upon AMCI’s initial public offering.

As of December 31, 2020, the Company had 735,069 Public Warrants outstanding. Each Public Warrant entitles the registered holder to purchase one share of common stock at a price of $345.00 per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination. The Public Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. During the second quarter of 2021, certain warrant holders exercised their option to purchase an additional 760 shares at $345.00 per share. These exercises generated $262,177 additional proceeds to the Company and increased the Company’s shares outstanding by 760 shares. During 2023, one original Private Warrant Holder sold all their Private Placement Warrants resulting in a reclassification to Public Warrants. Following these exercises, as of ~~June~~September 30, 2025, the Company’s Public Warrants amounted to 813,314.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

–

in whole and not in part;

–

at a price of $0.01 per warrant;

–

upon not less than 30 days’ prior written notice of redemption;

–

if, and only if, the reported last sale price of the Company’s Common Stock equals or exceeds $540.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders; and

–

if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such warrants.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Common Stock at a price below its exercise price. In addition, the warrant agreement provides that in case of a tender offer or exchange that involves 50% or more of the Company’s stockholders, the Public Warrants may be settled in cash, equity securities or other assets depending on the kind and amount received per share by the holders of the common stock in such consolidation or merger that affirmatively make such election.

The Public Warrants are classified in equity in accordance with the Company’s evaluation of the provisions of ASC 480 and ASC 815. The Company analyzed the terms of the Public Warrants and concluded that there are no terms that provide that the warrant is not indexed to the issuer’s common stock. The Company also analyzed the tender offer provision discussed above and considering that upon the Closing of the Business Combination the Company has a single class of common shares, concluded that the exception discussed in ASC 815-40-25 applies, and thus equity classification is not precluded.

Stock-Based Compensation Plans

2021 Equity Incentive Plan

The Company’s Board of Directors (sometimes referred to herein as the “Board”) and stockholders previously approved the 2021 Equity Incentive Plan (the “Plan”) to reward certain employees and directors of the Company. The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards. The maximum number of shares of Common Stock that may be delivered in satisfaction of Awards under the Plan is 569,273 shares. On April 29, 2024, the stockholders voted to increase the number of shares of Common Stock issuable under the Company’s 2021 Equity Incentive Plan from 230,530 to 569,306.

Stock Options

Pursuant to and subject to the terms of the Plan the Company entered into separate Stock Option Agreements with each participant according to which each participant is granted an option (the “Stock Option”) to purchase up to a specific number of shares of common stock set forth in each agreement with an exercise price equal to the market price of Company’s common stock at the date of grant. The Company did not grant Stock Options during the nine ~~six~~ months ended ~~June~~September 30, 2025.

Stock Options are granted to each participant in connection with their employment with the Company. The Stock Options vest on a graded basis over four 4 years. The Company has a policy of recognizing compensation cost on a straight-line basis over the total requisite service period for the stock options. The Company recognized compensation cost of $0.1 million and $0.2 3 million in respect of Stock Options granted, which is included in administrative and selling expenses in the unaudited condensed consolidated statement of operations for the three and ~~six~~nine months ended ~~June~~ September 30, 2025, respectively. The Company recognized compensation cost of $0.7 6 million and $12.40 million in respect of Stock Options granted, which is included in administrative and selling expenses in the unaudited condensed consolidated statement of operations for the three and ~~six~~nine months ended ~~June~~ September 30, 2024, respectively. The Company also has a policy of accounting for forfeitures when they occur.

~~The following table summarizes the activities for our unvested stock options for the three months ended June 30, 2025:~~28

Schedule of activities for unvested stock
	Number of options			Weighted Average Grant Date Fair Value
Unvested as of December 31, 2024		10,327		$	225.86
Vested		(5,892	)	$	305.51
Forfeited		(238	)	$	95.44
Unvested as of June 30, 2025		4,197		$	87.36

The following table summarizes the activities for our unvested stock options for the three months ended September 30, 2025:

As of June 30, 2025, there was $0.1 million of unrecognized compensation cost related to unvested Stock Options. This amount is expected to be recognized over the remaining vesting period of Stock Options.


	Number of options			Weighted Average Grant Date Fair Value
Unvested as of December 31, 2024		10,327		$	225.86
Vested		(8,460	)	$	242.35
Forfeited		(238	)	$	95.44
Unvested as of September 30, 2025		1,629		$	71.53

As of September 30, 2025, there was $0.1 million of unrecognized compensation cost related to unvested Stock Options. This amount is expected to be recognized over the remaining vesting period of Stock Options.

Restricted Stock Units

Pursuant to and subject to the terms of the Plan the Company entered into separate Restricted Stock Units (“RSUs”) with each participant. On the grant date of RSUs, the Company grants to each participant a specific number of RSUs as set forth in each agreement, giving each participant the conditional right to receive without payment one 1 share of common stock. The RSUs are granted to each participant in connection with their ongoing employment with the Company. The Company has in place Restricted Stock Unit Agreements that vest within one 1 year and Restricted Stock Unit Agreements that vest on a graded basis over four 4 years. The Company has a policy of recognizing compensation cost on a straight-line basis over the total requisite service period. The Company recognized compensation cost of $0.1 million and $0.34 million in respect of RSUs, which is included in administrative and selling expenses in the unaudited condensed consolidated statement of operations for the three and ~~six~~nine months ended ~~June~~ September 30, 2025, respectively. The Company recognized compensation cost of $1.4 million and $24.70 million in respect of RSUs, which is included in administrative and selling expenses in the unaudited condensed consolidated statement of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively. The Company also has a policy of accounting for forfeitures when they occur. The Company did not grant RSUs during the ~~six~~nine months ended ~~June~~September 30, 2025.

24The following table summarizes the activities for our unvested RSUs for the three months ended September 30, 2025:

The following table summarizes the activities for our unvested RSUs for the three months ended June 30, 2025:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested as of December 31, 2024		10,327		$	245.33
Vested		(8,460	)	$	255.66
Forfeited		(238	)	$	146.55
Unvested as of September 30, 2025		1,629		$	82.68

Schedule of restricted stock units granted
	Number ofShares			Weighted Average Grant Date Fair Value
Unvested as of December 31, 2024		10,327		$	245.33
Vested		(5,892	)	$	305.92
Forfeited		(238	)	$	146.55
Unvested as of June 30, 2025		4,197		$	117.95

As of September 30, 2025, there was $0.1 million of unrecognized compensation cost related to unvested RSUs. This amount is expected to be recognized over the remaining vesting period of Restricted Stock Unit Agreements.

As of June 30, 2025, there was $0.2 million of unrecognized compensation cost related to unvested RSUs. This amount is expected to be recognized over the remaining vesting period of Restricted Stock Unit Agreements.29

16. Revenue

Revenue is analyzed as follows:

Schedule of revenue
	Three Months Ended June 30, (Unaudited)				Six Months Ended June 30, (Unaudited)
	Three Months Ended September 30, (Unaudited)				Nine Months Ended September 30, (Unaudited)
(Amounts in thousands)	2025		2024		2025		2024
Sales of goods	$	7256	$	~~654~~128	$	78134	$	21,~~274~~852
Sales of services		276		-		~~153~~159		1,~~118~~668
Total revenue from contracts with customers	$	9962	$	~~654~~128	$	~~231~~293	$	3,~~392~~520

The timing of revenue recognition is analyzed as follows:

	Three Months Ended June 30, (Unaudited)				Six Months Ended June 30, (Unaudited)
	Three Months Ended September 30, (Unaudited)				Nine Months Ended September 30, (Unaudited)
(Amounts in thousands)	2025		2024		2025		2024
Timing of revenue recognition
Revenue recognized at a point in time	$	7262	$	~~654~~128	$	78293	$	23,~~274~~520
Revenue recognized over time		27-		-		~~153~~-		~~1,118~~-
Total revenue from contracts with customers	$	9962	$	~~654~~128	$	~~231~~293	$	3,~~392~~520

As of ~~June~~September 30, 2025 and December 31, 2024, Advent recognized contract assets of $617 thousand and $623 thousand, respectively, on the consolidated balance sheets.

As of ~~June~~September 30, 2025 and December 31, 2024, Advent recognized contract liabilities of $34.7 1 million and $3.2 million, respectively, in the consolidated balance sheets. During the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Company did not recognize any in revenue.

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17. Collaborative Arrangements

Cooperative Research and Development Agreement

In August 2020, the Company entered into a Cooperative Research and Development Agreement (“CRADA”) with Triad National Security, LLC (“TRIAD”), Alliance for Sustainable Energy LLC (“ASE”), and Brookhaven Science Associates (“BSA”). The purpose of this project is to build a fuel cell prototype that moves this technology closer to commercial readiness which was sanctioned by the Los Alamos National Laboratory and the National Renewable Energy Laboratory. The Government’s estimated total contribution, which is provided through TRIAD’s, ASE’s, and BSA’s respective contracts with the Department of Energy is $1.2 million, subject to available funding. As a part of the CRADA, the Company is required to contribute $1.2 million in cash and $0.6 million of in-kind contributions, such as personnel salaries. The cash payments are capitalized and amortized on a straight-line basis over the life of the contract. In-kind contributions are expensed as incurred. To date, the Company has not recognized any revenue from the CRADA. In December 2022, the term of the agreement was extended until March 3, 2024. In January 2024, the term of the agreement was extended until September 3, 2024.

On August 6, 2025, the Company entered into a new enhanced license agreement with Triad National Security, LLC for the Ion Pair technology originally developed at Los Alamos National Laboratory. In the new enhanced license, the Company acquired exclusivity to the technology in the marine, aviation, and portable power fields while retaining its non-exclusive rights in all other fields.

Expenses from Collaborative Arrangements

For the three and ~~six~~nine months ended ~~June~~ September 30, 2024, an amount of $0.1 million and $0.1 million has been recognized in research and development expenses on the unaudited condensed consolidated statements of operations, respectively.

18. Income Taxes

To calculate the interim tax provision, at the end of each interim period the Company estimates the annual effective tax rate and applies that to its ordinary quarterly earnings. The effect of changes in the enacted tax laws or rates is recognized in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and judgments including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in foreign jurisdictions, permanent differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or the tax environment changes.

During the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Company recorded income tax expense of nil 0 and $(1.0) thousand, respectively. During the three and ~~six~~nine months ended ~~June~~September 30, 2024, the Company recorded income tax benefit of nil 0 and $0.1 55 million, respectively, mainly related to net operating loss carryforwards.

A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. The Company provides a valuation allowance to offset deferred tax assets for net operating losses incurred during the year and for other deferred tax assets where, in the Company’s opinion, it is more likely than not that the financial statement benefit of these losses will not be realized. As of ~~June~~September 30, 2025 and December 31, 2024, the Company provided a valuation allowance to offset the deferred tax asset related to the net operating loss carryforwards.

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19. Segment Reporting and Information about Geographical Areas

Reportable Segments

The Company develops and manufactures high-temperature proton exchange membranes (“HT-PEM” or “HT-PEMs”) and fuel cell systems for the off-grid and portable power markets and plans to expand into the mobility market. The Company’s current revenue is derived from the sale of fuel cell systems and from the sale of MEAs, membranes, and electrodes for specific applications in the fuel cell and energy storage (flow battery) markets. The research and development activities are viewed as another product line that contributes to the development, design, production and sale of fuel cell products; however, it is not considered a separate operating segment. The Company has identified one 1 business segment.

As a single reportable segment entity, the determined measure of profit or loss is the Company’s consolidated net income (loss). Consolidated asset information for the Company’s single reportable segment is presented in the Company’s consolidated balance sheets.

The table below is a summary of the segment net loss from continuing operations before income taxes, including significant segment expenses:

Schedule of significant segment expenses
	Three months ended June 30, (Unaudited)						Six months ended June 30, (Unaudited)
	Three months ended September 30, (Unaudited)						Nine months ended September 30, (Unaudited)
	2025			2024			2025			2024
Revenue, net	$	9962		$	~~654~~128		$	~~231~~293		$	3,~~392~~520
Cost of revenues		(~~392~~437	)		(83336	)		(~~704~~1,141	)		(~~560~~896	)
Gross loss		(~~293~~375	)		~~571~~(208	)		(~~473~~848	)		2,~~832~~624
Income from grants		1175			~~424~~137			43218			1,~~262~~399
Research and development expenses		(~~342~~229	)		(~~695~~411	)		(~~698~~927	)		(2,~~110~~521	)
Administrative and selling expenses		(1,~~956~~968	)		2(3,~~374~~135	)		(46,~~206~~174	)		(36,~~819~~954	)
Sublease income		-			-			-			145
Amortization of intangibles		(7	)		(1	)		(1421	)		(23	)
Credit loss – customer contracts		~~(328~~30	)		-(4,309	)		(~~515~~485	)		-(4,309)
Impairment losses		-			-			-			-
Operating loss		(2,374	)		(7,927	)		(8,237	)		(9,619	)
Operating loss		(2,925	)		2,673			(5,863	)		(1,692	)
Fair value change of warrant liability		-			-			-			59
Finance income / (expenses), net		(~~325~~685	)		(5414	)		(~~569~~1,254	)		(~~286~~300	)
Foreign exchange gains / (losses), net		~~293~~(39	)		(~~156~~1,672	)		~~394~~355			(~~165~~1,837	)
Loss contingency		~~(840~~-	)		36-			(1,034	)		(4,871	)
Net gains / (losses) on disposal/write-offs of property, plant and equipment and intangible assets		-			~~(12,714)~~-			-			(12,735	)
Other income / (expenses), net		-11,723			(2	)		211,725			64
Segment and consolidated net loss before income taxes	$	(3,797	)	$	(10,213	)	$	(7,070	)	$	(19,684	)
Segment and consolidated net income (loss) before income taxes	$	8,625		$	(9,615	)	$	1,555		$	(29,299	)

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Geographic Information

The following table presents revenues, by geographic location (based on the location of the entity selling the product) for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024:

Schedule of revenues, by geographic location
	Three Months Ended June 30, (Unaudited)				Six Months Ended June 30, (Unaudited)
	Three Months Ended September 30, (Unaudited)				Nine Months Ended September 30, (Unaudited)
(Amounts in thousands)	2025		2024		2025		2024
North America	$	1041	$	~~649~~128	$	~~135~~175	$	3,~~217~~052
Europe		8921		5-		96118		~~175~~468
Total net sales	$	9962	$	~~654~~128	$	~~231~~293	$	3,~~392~~520

20. Commitments and contingencies

Litigation

The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events.

There is no material pending or threatened litigation against the Company that remains outstanding as of ~~June~~September 30, 2025, that is considered probable or reasonably possible, with the following exceptions:

Litigation with former employee terminated for cause

On May 9, 2025, Chris Kaskavelis (“Kaskavelis”), a former employee of Advent SA, filed a claim against the Company’s wholly owned subsidiary in Greece, Advent SA, before the Athens First Instance Court (LABOR CLAIMS). A hearing is on the claim is scheduled for October 20, 2025. In connection with the claim, Kaskavelis alleges that Advent should pay him the following amounts: (1) €107,194.90 for unpaid wages, (2) €612,206.40 for unpaid severance, (3) €50,000 for “moral damages” and (4) related court expenses stemming from the lawsuit. The Company denies the Kaskavelis claims as they are unsubstantiated and without merit as he was terminated by the Company for cause per the terms of his employment agreement. Notwithstanding the same, and as a contingency, the Company has accrued for the unpaid wages portion of his claim in the amount of €107,194.90 ($124,000). The Company believes that the remainder of the Kaskavelis claims are wholly without merit and intends to defend itself vigorously in these proceedings, although we cannot accurately predict the ultimate outcome of this matter.

Litigation with F.E.R. fischer Edelstahlrohre GmbH

On August 16, 2024, the Company was informed that an arbitration decision and award was decided in favor of F.E.R. fischer Edelstahlrohre GmbH (“F.E.R.”), pursuant to the arbitration provisions of the Share Purchase Agreement dated June 25, 2021, whereby the Company acquired SerEnergy and FES on August 31, 2021. The arbitration was held in Frankfurt am Main, Germany in accordance with the Arbitration Rules of the German Arbitration Institute. The award in favor of F.E.R. is in the amount of approximately €4.5 million euro. The Company appealed the decision and instructed its counsel to file a motion with the Higher Regional Court of Frankfurt to set aside the arbitral award. On July 1, 2025, the Company entered into a settlement agreement and release (the “Settlement Agreement”) with F.E.R.. Pursuant to the terms of the Settlement Agreement, the Company has agreed to pay F.E.R. €5,366,625.55 with such payment to be made in monthly installments of €35 thousand beginning on September 1, 2025, however, the Company was delayed until October 2025 with the first payment. The Company will be entitled to a reduced settlement amount totaling €4,366,625.55 if payment is made by no later than June 30, 2026. In exchange for such reduced settlement amount, both Parties agreed to a mutual release of claims against the other Party. During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company recorded an additional loss of $1 million due to $0.5 million of interest expense, $0.3 million of legal fees and the remainder is due to foreign exchange differences. In connection with the Settlement Agreement, the Company reclassed $410 thousand and $5,922 thousand from loss contingency to other current liabilities and other long-term liabilities, respectively.

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Shareholder Demand Letter

By letter dated September 14, 2023, a purported shareholder of the Company made a demand to inspect the Company’s books and records pursuant 8 Del. C. § 220 (“Demand”). The Demand purported to request access to books and records of the Company and its predecessor, AMCI Acquisition Corp. (“AMCI”), to investigate possible alleged breaches of fiduciary duty by AMCI’s board of directors and officers in connection with its merger with the Company on February 4, 2021. As of May 24, 2024, the purported shareholder entered into a tolling agreement with the Company and the former directors of AMCI that tolled all claims for the period January 29, 2024 through June 30, 2024. On June 5, 2024, the purported shareholder filed a putative class action complaint (“Complaint”) on behalf of in the Delaware Court of Chancery alleging claims of breach of fiduciary duty and unjust enrichment in connection with the SPAC transaction against former officers and directors of AMCI. The Company is not named as a defendant in the Complaint. The Company is not aware as to whether the Complaint has been served on the defendants.

Guarantee letters

The Company had contingent liabilities in relation to performance guarantee letters and other guarantees provided to third parties that arise from its normal business activity and from which no substantial charges are expected to arise. As of ~~June~~ September 30, 2025 and December 31, 2024, the Company did not hold any letters of guarantee.

Contractual obligations

In December 2021, the Company entered into a supply agreement by and among the Company, in its capacity as Customer, and BASF New Business GmbH, in its capacity as Seller. The supply agreement provides for the purchase by the Company of 21,000m2 (Minimum Quantity) of membrane from BASF during the contract duration from January 1, 2022 until December 31, 2025. The Company has not purchased any additional quantities in 2024 under this agreement and on July 12, 2024, has formally requested to terminate the supply contract. On March 11, 2025, the parties agreed to terminate the agreement. The Company will return 473 sqm of membrane (stored at BASF) and 4,000 sqm of membrane from its facility in Patras, Greece to BASF by December 15, 2025. BASF will agree to waive payment of €608,412. The Company agrees to pay unpaid license fees in the amount of €44,759 by April 30, 2025. BASF will no longer require the Company to purchase 14,000 m2 quantity. As of September 30, 2025, this settlement amount has not been paid.

In June 2022, the Company entered into a supply agreement by and among the Company, in its capacity as Customer, and Shin-Etsu Polymer Singapore Pte, Ltd (“Shin-Etsu”), in its capacity as Seller. The supply agreement provides for the purchase by the Company of 318,400 pieces (Minimum Quantity) of bipolar plates from Shin-Etsu during the contract duration from June 1, 2022 until June 30, 2024. In May 2023, the Company amended the supply agreement with Shin-Etsu to reduce the Minimum Quantity of bipolar plates to 75,400 pieces. In January 2024, the Company amended the supply agreement with Shin-Etsu to shift the timing of the monthly minimum requirements and extend the agreement until September 2024. The Company has not made any purchases under the amended agreement in 2024, the contract is currently on hold pending negotiations with Shin Etsu. Under the contract, Shin-Etsu can claim Advent to buy the remaining purchase requirement of 57,600 pieces with the agreed purchases by the end of September 2024.

The Company has not accrued for these unrecognized commitment obligations as of December 31, 2024, and ~~June~~September 30, 2025.

2934

21. Net income (loss) per share

Net income (loss) per share is computed by dividing net loss by the weighted-average number of shares of Common Stock outstanding during the year.

The following table sets forth the computation of the basic and diluted net income (loss) per share for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024:

Schedule of computation of basic and diluted net loss per share
	Three Months Ended June 30, (Unaudited)						Six Months Ended June 30, (Unaudited)
	Three Months Ended September 30, (Unaudited)						Nine Months Ended September 30, (Unaudited)
(Amounts in thousands, except share and per share amounts)	2025			2024			2025			2024
Numerator:
Net loss from continuing operations		(3,797	)		(10,213	)		(7,071	)		(19,629	)
Net income (loss) from continuing operations		8,625			(9,615	)		1,554			(29,244	)
Net loss from discontinued operations		-			(18,~~060~~907	)		-			(19,~~000~~907	)
Net loss	$	(3,797	)	$	(11,273	)	$	(7,071	)	$	(20,629	)
Net income (loss)	$	8,625		$	(18,522	)	$	1,554		$	(39,151	)
Denominator:
Basic weighted average number of shares		2,~~665~~819,~~089~~633			2,~~634~~636,~~179~~508			2,~~653~~709,~~490~~480			2,~~609~~618,~~549~~601
Diluted weighted average number of shares		2,~~665~~955,~~089~~457			2,~~634~~636,~~179~~508			2,~~653~~758,~~490~~176			2,~~609~~618,~~549~~601
Net loss per share:
Net income (loss) per share:
Basic loss per share from continuing operations		(1.42	)		(3.88	)		(2.66	)		(7.52	)
Basic income (loss) per share from continuing operations		3.06			(3.65	)		0.57			(11.17	)
Basic loss per share from discontinued operations		N/A			(03.4038	)		N/A			(03.3878	)
Basic loss per share		(1.42	)		(4.28	)		(2.66	)		(7.91	)
Basic income (loss) per share		N/A			(7.03	)		N/A			(14.95	)
Diluted loss per share from continuing operations		(1.42	)		(3.88	)		(2.66	)		(7.52	)
Diluted income (loss) per share from continuing operations		2.92			(3.65	)		0.56			(11.17	)
Diluted loss per share from discontinued operations		N/A			(0.40	)		N/A			(0.38	)
Diluted income (loss) per share from discontinued operations		N/A			(3.38	)		N/A			(3.78	)
Diluted loss per share		(1.42	)		(4.28	)		(2.66	)		(7.91	)
Diluted income (loss) per share		N/A			(7.03	)		N/A			(14.95	)

Basic net income (loss) per share is computed by dividing net loss for the periods presented by the weighted-average number of shares of Common Stock outstanding during these periods.

Diluted net income (loss) per share is computed by dividing the net income (loss), by the weighted average number of shares of Common Stock outstanding for the periods, adjusted for the dilutive effect of shares of Common Stock equivalents resulting from the assumed exercise of the Public Warrants, Private Placements Warrants, Working Capital Warrants, Stock Options and RSUs. The treasury stock method was used to calculate the potential dilutive effect of these Common Stock equivalents.

As the Company incurred losses for the three and nine months ended ~~June~~September 30, ~~2025 and~~ 2024, the effect of including any potential shares of Common Stock in the denominator of diluted per-share computations would have been anti-dilutive; therefore, basic and diluted losses per share are the same.

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22. Discontinued Operations

The following table summarizes the Company’s loss from discontinued operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and ~~June~~September 30, 2024:

Schedule of operating results for the discontinued entities
	Three Months Ended June 30, (Unaudited)					Six Months Ended June 30,(Unaudited)
	Three Months Ended September 30, (Unaudited)					Nine Months Ended September 30,(Unaudited)
	2025		2024			2025		2024
Revenue, net	$	-	$	~~151~~(135	)	$	-	$	~~864~~728
Cost of revenues		-		(72102	)		-		(~~614~~716	)
Gross profit (loss)		-		79(237	)		-		~~250~~12
Income from grants		-		~~253~~(541	)		-		~~852~~310
Research and development expenses		-		~~(2,892~~-	)		-		~~(2,892~~-	)
Administrative and selling expenses		-		(82,~~747~~067	)		-		(94,~~456~~167	)
Other income/(expenses), net		-		~~10,247~~-					~~10,246~~-
Operating income/(loss)		-		(12,~~060~~845	)		-		(13,~~000~~845	)
Income/(loss) before income tax		-		-			-		-
Net assets / (liabilities) – Advent Technologies A/S and Advent Green Energy Philippines, Inc.		-		6,278			-		6,278
Income/(loss) from discontinued operations		-		(1,060	)		-		(1,000	)
Payable to Advent Technologies A/S		-		(12,340	)		-		(12,340	)
Other comprehensive income/(loss) from discontinued operations		-		-			-		35
Income/(loss) before income tax		-		(8,907	)		-		(9,907	)
Comprehensive income/(loss) from discontinued operations		-		(1,060	)		-		(965	)
Income/(loss) from discontinued operations		-		(8,907	)		-		(9,907	)

23. Subsequent Events

OnThe ~~July~~Company 17held its annual meeting of stockholders on October 22, 2025 and all proposed matters passed, including to elect Marc Seelenfreund, Seth Lukash and Joseph Celia as Class II directors of the Board of Directors, to ratify the appointment of M&K CPAS, PLLC as the Company’s ~~agreed~~independent registered public accounting firm for the fiscal year ending December 31, 2025, to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the ~~bankruptcy~~potential issuance ~~trustee~~and sale of ~~Advent~~20% ~~Technologies~~or ~~A/S~~more of the Company’s common stock, pursuant to ~~settle~~the purchase agreement with Hudson which has agreed to purchase from the Company, from time to time, up to $52,000,000 of Common Stock, To approve an ~~outstanding~~amendment ~~claim~~to the 2021 Incentive Plan to increase the number of ~~€10.4~~shares ~~million~~of ~~($12.2~~Common ~~million)~~Stock ~~against~~issuable ~~Advent~~from ~~Technologies~~530,976 ~~GmbH~~to 1,011,627 and to incorporate provisions for ~~€100~~annual ~~thousand~~increases on the first day of each calendar year beginning on January 1, 2027 and ending on January 1, 2046, equal to the lesser of (~~$119~~A) ~~thousand~~3% of the total shares of our Common Stock outstanding on the last day of the immediately preceding fiscal year and (B) ~~which~~such ~~was~~smaller ~~required~~number toof beshares as ~~paid~~determined by ~~July~~the 31Board, ~~2025.~~to ~~The~~approve, ~~outstanding~~by ~~claim~~a non-binding advisory vote, the compensation of ~~$12.2~~the ~~million~~Company’s isnamed ~~included~~executive inofficers, to ~~trade~~recommend, by a non-binding advisory vote, the frequency of future advisory votes to approve the Company’s named executive officer compensation, and to approve the consideration of and action with respect to such other ~~payables~~business and matters as may properly come before this meeting or any adjournments hereof. Approval of ~~June~~the ~~30,~~proposal ~~2025~~required the affirmative vote of a majority of all votes cast at the meeting.

On ~~August 6~~October 28, 2025, the Company ~~entered~~received ~~into~~ a ~~new~~notice ~~enhanced~~from ~~license~~The ~~agreement~~Nasdaq Stock ~~with~~Market ~~Triad~~LLC ~~National~~(“Nasdaq”) ~~Security~~notifying the Company that, ~~LLC~~due ~~for~~to the ~~Ion~~Company’s ~~Pair~~failure ~~technology~~to ~~originally~~comply ~~developed~~with atNasdaq ~~Los~~Listing ~~Alamos~~Rule 5550(b)(1), ~~National~~Nasdaq ~~Laboratory.~~determined Into ~~the~~(a) ~~new~~commence ~~enhanced~~proceedings ~~license,~~to delist the Company’s ~~acquired~~common ~~exclusivity~~stock, toand the ~~technology~~Company’s inwarrants to ~~the~~purchase ~~marine,~~one ~~aviation~~share of common stock, ~~and~~each ~~portable~~at ~~power~~an ~~fields~~exercise ~~while~~price ~~retaining~~of ~~its~~$345.00 ~~non-exclusive~~and ~~rights~~(b) suspend trading in ~~all~~the ~~other~~Securities ~~fields~~effective as of October 30, 2025.

31Nasdaq will apply to the U.S. Securities and Exchange Commission to delist the Securities upon completion of all applicable procedures.

The Common Stock is expected to continue trading on the OTC market under the symbol “ADNH,” and the Public Warrants are expected to continue trading on the OTC market under the symbol “ADNWW.”

On October 29, 2025 and October 30, 2025, Marc Seelenfreund and Joseph Celia, respectively, resigned from their respective positions as members of the Board of Directors of the Company, with such resignations effective on their respective Resignation Dates. Messrs. Seelenfreund and Celia’s resignations were not due to any disagreement with the Company on any matter relating to its operations, policies or practices.

On various dates between October 1, 2025 and October 31, 2025, the Company issued an aggregate of 497,000 shares of Common Stock to Hudson under the Purchase Agreement for net proceeds of $443 thousand.

On November 5, 2025, the Company repaid all amounts owed pursuant to the $235 thousand Promissory Note entered into with Hudson on August 1, 2025, and satisfied all conditions of the Promissory Note; as a result of such satisfaction, the Promissory Note is satisfied in full and terminated upon repayment and satisfaction.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on June 6, 2025 (“2024 Annual Report”).

Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Item 1A. Risk Factors” section of this Quarterly Report on Form 10-Q and the “Item 1A. Risk Factors” section of our 2024 Annual Report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Advent Technologies Holdings, Inc. and its subsidiaries (collectively referred to as “Advent” and the “Company) is an advanced materials and technology development company operating in the fuel cell and hydrogen technology space. Advent develops, manufactures and assembles the critical components that determine the performance of hydrogen fuel cells and other energy systems. Advent’s core product offerings are full fuel cell systems and the Membrane Electrode Assembly (MEA) at the center of the fuel cell. The Advent MEA, which derives its key benefits from the properties of Advent’s engineered membrane technology, enables a more robust, longer-lasting and ultimately lower-cost fuel cell product.

Advent’s principal operations have been to develop and manufacture MEAs, and to design fuel cell stacks and complete fuel cell systems for a range of customers in the stationary power, portable power, automotive, aviation, energy storage and sensor markets. Advent has its headquarters in Livermore, California, and we have MEA fabrication and system production facilities in Livermore, California and Patras, Greece.

The majority of Advent’s current revenue derives from the sale and servicing of fuel cell systems and MEAs, as well as the sale of membranes and electrodes for specific applications in the iron flow battery and cellphone markets, respectively. While fuel cell systems and MEA sales and associated revenues are expected to provide the majority of Advent’s future income, both of these markets remain commercially viable and have the potential to generate material future revenues based on Advent’s existing customers. Advent has also secured grant funding for a range of projects from research agencies and other organizations. Advent expects to continue to be eligible for grant funding based on its product development activities over the foreseeable future.

Business Developments

Term loan agreements with Agile Lending, LLC

On November 5, 2024, the Company entered into a term loan agreement with Agile Capital Funding, LLC as collateral agent, and Agile Lending, LLC, a Virginia limited liability company as “Lead Lender”. The Company borrowed $594 thousand, net of fees paid to the lenders of $66 thousand. The Company is required to make weekly payments of approximately $31 thousand through maturity on June 19, 2025. The effective interest rate is 292.82% per year, assuming all payments are made on time. If the Company fails to make a payment on time the loan will be in default and the Company will be subject to an additional 5.00% default rate. Upon the prepayment of any principal amount, the Company is obligated to pay a prepayment fee comprising make-whole premium payment on account of such principal so paid, which Prepayment Fee shall be equal to the aggregate and actual amount of interest (at the contract rate of interest) that would be paid through the Maturity Date. The Company paid off and refinanced the term loan on April 15, 2025.

Hudson Global Ventures LLC August 1, 2025 Loan Transaction

The Company did not make any repayments on the Promissory Note until October 2025.

On November 5, 2025, the Company repaid all amounts owed pursuant to the Promissory Note, and satisfied all conditions of the Promissory Note; as a result of such satisfaction, the Promissory Note is satisfied in full and terminated upon repayment and satisfaction.

Hudson Global Ventures LLC August 28, 2025 Loan Transaction

On September 11, 2025, the Company repaid all amounts owed pursuant to the Promissory Note for 418 thousand.

RHyno Project awarded €34.5 Million by EU Innovation Fund

On March 5, 2025, the European Climate, Infrastructure and Environment Executive Agency (CINEA) and Advent’s wholly owned Greek subsidiary, Advanced Energy Technologies S.A. each signed the grant agreement for the Company’s monumental RHyno Project. This EU Innovation Fund grant will provide Advent with €34,534,318 in non-dilutive funding over the lifetime of the project.

The Advent Renewable Hydrogen Innovative Technologies (RHyno) project involves the establishment of infrastructure for developing and manufacturing innovative fuel cells, electrolysers, and their key components including Advent ground-breaking Membrane Electrode Assembly technology at a megawatt (MW) scale. RHyno aims to pioneer the use of innovative materials to enhance power density and lifespan while significantly reducing the weight and volume of power systems through a streamlined balance of plant.

The planned state-of-the-art facility is designed to optimize production processes, boost efficiency, and industrialize fuel cell and electrolyser technologies. These advancements are essential for decarbonizing carbon intense industries, such as the aviation, maritime and heavy-duty automotive sectors, with further potential for spillover to other sectors, positioning Advent at the forefront of the clean energy transition.

Airbus Term Sheet to Launch a Joint Benchmarking Project

On November 6, 2023, Advent announced that it entered into an agreement with Airbus, a global leader in aeronautics, space, and related services, for a joint benchmarking project regarding an optimized Ion Pair™ Membrane Electrode Assembly (“MEA”) for hydrogen fuel cells. Airbus will provide financial support to the project and its extensive knowledge of the aviation industry. Advent will invest in people, materials, hardware, and third-party research centers, to contribute to the goals of the project. The multi-million-dollar collaboration is currently expected to take place over two years. On February 19, 2025, Advent and Airbus representatives met in Hamburg, Germany to kickoff Phase Two of the joint benchmarking project.

The goal of the project is to accelerate the development of Advent’s MEA and benchmark the Ion Pair MEA against aviation requirements and current/expected technological limits. HT-PEM MEAs operating at temperatures higher than 180°C (360°F) aim to solve one of the largest challenges in aviation fuel cell use: thermal management. High-temperature fuel cells allow increased performance, increased passenger carrying capability, and increased range compared to low-temperature fuel cell stack technology. Advent believes that HT-PEM is a superior option not only for aviation, but also for heavy-duty trucks, the automotive industry and marine use.

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Launch of the Honey Badger 50™ Fuel Cell System

On August 4, 2022, we announced the launch of our HB50 power system, a compact portable fuel cell system and quiet power supply for use in off-grid field applications such as military and rescue operations. The launch of Advent’s portable power system coincided with the Company’s fulfilment of its first shipment order from the U.S. Department of Defense. The HB50 power system can be fueled by biodegradable methanol, allowing near silent generation of up to 50W of continuous power with clean emissions. Designed for covert operations, HB50 can easily power radio and satellite communications gear, remote fixed and mobile surveillance systems, and laptop computers along with more general battery charging needs. HB50 is a unique technology that can provide 65% of weight savings versus batteries over a typical 72-hour mission. The weight savings benefit increases further for longer missions.

HB50’s unique design allows it to be used in soldier-worn configurations or operated inside a portable backpack or vehicle while charging batteries and powering soldier systems, while its thermal features allow it to operate within an ambient temperature range of -20°C to +55°C. Aside from its optimized compatibility with Integrated Visual Augmentation System (“IVAS”), HB50 can also power devices such as high frequency radios like the model 117G, as well as B-GAN and StarLink terminals. HB50’s durability allows it to be easily deployed in challenging conditions and climates while supporting mission mobility for three to seven days without the need to re-supply.

Since Honey Badger’s fuel cell technology can run on hydrogen or liquid fuels, the system can operate at a fraction of the weight of traditional military-grade batteries to meet the U.S. Department of Defense’s continuously evolving needs for ‘on-the-go’ electronics needs. As military adoption and use of IVAS equipment continues to evolve, the highly portable lightweight power solutions like Honey Badger and HB50 will become a mission critical necessity.

In September 2023, Advent secured a new $2.2 million contract with the US DoD. This milestone achievement comes under the General Technical Services prime contract and will play a crucial role in supporting the demanding defense mission requirements of the US Army. This contract is the continuation of a series of past contracts with the US DoD and its primary objective is to further optimize Advent’s proprietary Honey Badger 50™ portable fuel cell system by integrating the Company’s innovative Ion Pair MEA technology. Upon the completion of this new 12-month contract, Advent and the US DoD aim to reinforce their long-term collaboration by focusing on the manufacturing process of the enhanced HB50 fuel cell system, that will enable high-volume production manufacturing capacity. MEAs form the heart of the fuel cell, and their performance determines the lifetime, efficiency, weight, and to a large extent, the cost of the end electrochemistry products. Advent’s Ion Pair MEA technology is anticipated to significantly enhance HB50’s performance, resulting in higher power density and improved compact packaging, making it an ideal solution for off-grid field applications, including military and rescue operations.

In December 2023, Advent secured a new $2.8 million contract with the US DoD. Under this new defense contract which comes under the umbrella of the Envision Innovative Solutions (“EIS’’), Advent will develop advanced manufacturing processes to enable a substantial increase in the production capacity while maintaining quality of the HB50 system. This new project is aligned with Advent’s and the US DoD’s shared objective to strengthen their long-term collaboration and transform HB50 into a portable and clean source of power. In August 2025, Advent and EIS adjusted the scope of the contract to $2.15 million with the US DoD.

As of ~~June~~ September 30, 2025, Advent continues to work with the US DoD to advance the HB50 technology.

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Nasdaq Deficiency Letters

On May 24, 2023, the Company received a letter from the Listing Qualifications Staff (the “Staff”) of Nasdaq Stock Market LLC (“Nasdaq”) indicating that the bid price of the Common Stock had closed below $1.00 per share for 30 consecutive business days and, as a result, the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), which sets forth the minimum bid price requirement for continued listing on the Nasdaq Capital Market (the “Minimum Bid Requirement”).

On May 13, 2024, the Company effectuated the Reverse Stock Split, and our Common Stock began trading on a split-adjusted basis on the Nasdaq Capital Market at the opening of trading on May 14, 2024, in an effort to comply with the Minimum Bid Requirement. The Company has since received confirmation from Nasdaq that it has met the Minimum Bid Requirement.

On April 17, 2024, we received a letter from Nasdaq notifying the Company that it is not in compliance with the periodic reporting requirements for continued listing set forth Nasdaq Listing Rule 5250(c)(1) (the “Timely Report Requirement”) due to the fact that this Annual Report on Form 10-K was not filed by the required due date of March 31, 2024 (the “10-K Delinquency Letter”). Additionally, on May 24, 2024, we received a letter from Nasdaq notifying the Company that it is not in compliance with the periodic requirements for continued listing set forth Nasdaq Listing Rule 5250(c)(1) due to the fact that the Company did not file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “First Quarter 10-Q”) by the required due date of May 14, 2024 (the “Q1 10-Q Delinquency Letter”). Further, on November 22, 2024, we received a letter from Nasdaq notifying the Company that it is not in compliance with the Timely Reporting Requirement due to the fact that the Company did not file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the “Third Quarter 10-Q”) by the required due date of November 20, 2024 (the “Q2 10-Q Delinquency Letter”). The Company submitted compliance plans to Nasdaq setting forth its plan to file both this Annual Report on Form 10-K, the First Quarter 10-Q and the Third Quarter 10-Q. The Company filed its Annual Report on Form 10-K on August 13, 2024, its First Quarter 10-Q on October 15, 2024 and its Third Quarter 10-Q on December 27, 2024.

Additionally, on October 18, 2024, we received a letter from Nasdaq notifying the Company that since the Company’s Form 10-Q for the period ended June 30, 2024, reported stockholders’ equity of ($2,879,000), and as of the date of such letter the Company did not meet the alternatives of market value of listed securities or net income from continuing operations, the Company is no longer in compliance with Nasdaq’s Listing Rule requiring the Company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing. ~~The~~On April 15, 2025 in an 8K filing, the Company ~~thereafter~~reported ~~submitted~~that based on recent developments, including the resolution of certain claims and the current value of its ~~plan~~technology toand ~~Nasdaq~~licenses, tothe ~~regain~~Company ~~compliance~~believes ~~with~~that it now satisfies the Nasdaq continued listing requirements ~~and~~ as ofits Q3stockholders’ equity ~~2025~~exceeds ~~continues~~the to$2.5 ~~undertake~~million ~~remedial~~minimum ~~measures~~requirement. toThis ~~correct~~will be reflected on the ~~deficiency~~Company’s balance sheet in its Quarterly Report on Form 10-Q for the period ending June 30, 2025. The Company was informed that Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement, and if at the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting.

The Staff previously granted the Company an exception to regain compliance with the Rule by April 16, 2025. On April 15, 2025, the Company filed a Current Report on Form 8-K providing that, based on recent developments, at the Company including the resolution of certain claims and the current value of its technology and licenses, the Company believed at such time that it had regained compliance with the Rule. On April 16, 2025, the Company received a letter from the Staff advising the Company that they were in conditional compliance with the Rule at that time, contingent upon the Company reflecting the adjustment to its stockholders’ equity in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Second Quarter 10-Q”). The Company filed its Second Quarter 10-Q on August 12, 2025 but was unable to reflect a sufficient adjustment to stockholders’ equity as required by the Staff. As a result, on August 18, 2025, the Company received a delist determination letter from the Staff (the “Nasdaq Notice”) advising the Company that the Staff had determined that the Company had not satisfied the conditions set forth in the April 15 letter to regain compliance with the Rule. Accordingly, the Staff indicated that unless the Company requests a hearing panel (a “Panel”) appeal of the delist determination by August 25, 2025, its securities would be delisted on August 27, 2025. The Company filed an appeal and submitted its plan to Nasdaq to regain compliance with the continued listing requirements. On October 28, 2025 the Company received a notice from The Nasdaq Stock Market LLC notifying the Company that, due to the Company’s failure to comply with Nasdaq Listing Rule 5550(b)(1), Nasdaq determined to (a) commence proceedings to delist the Company’s common stock, par value $0.0001 per share and the Company’s warrants to purchase one share of common stock, each at an exercise price of $345.00 and suspend trading in the Securities effective as of October 30, 2025. As of November 7, 2025 the Common Stock is trading on the OTCQB market under the symbol “ADNH,” and the Public Warrants trade under the symbol ADNHW.

Advent Technologies A/S declared bankrupt

On July 25, 2024, Advent Technologies A/S was declared bankrupt by the court in Aalborg, Denmark. The petition was brought by IDA, the union of engineers with a claim for €402,000. As the Company did not have the ability to pay the full amount due, the Danish court declared Advent Technologies A/S bankrupt. Advent Technologies A/S and its wholly-owned subsidiary Green Energy Philippines, Inc. will be liquidated by the court appointed trustee to settle all claims under the bankruptcy. The Company anticipates it will receive no residual assets from the bankruptcy. The remainder of the Company’s legal entities have no plans to declare bankruptcy and will continue as going concern entities.

Arbitration Award

Key Factors Affecting Our Results

Advent believes that its performance and future success depend on several factors that present significant opportunities for Advent but also pose risks and challenges, including those discussed below.

Increased Customer Demand

Based on conversations with existing customers and incoming inquiries from new customers, Advent anticipates substantial increased demand for its fuel cell systems and MEAs from a wide range of customers as it scales up its production facilities and testing capabilities, and as the awareness of its MEA capabilities becomes widely known in the industry. Advent expects both its existing customers to increase order volume, and to generate substantial new orders from major organizations, with some of whom it is already in discussions regarding prospective commercial partnerships and joint development agreements. As of ~~June~~ September 30, 2025, Advent was still generating a low level of revenues compared to its future projections.

Successful development of the Advanced MEA product

Advent’s future success depends in large part on the increasing integration of the hydrogen fuel cell into the energy transition globally over the next decade. In order to become cost-competitive with existing renewable power generation and energy storage technology and achieve widespread adoption, fuel cells will need to achieve substantial improvement in the cost/kw performance ratio delivered to prospective fuel cell customers, predominantly OEMs, System Integrators and major energy companies. Advent expects to play an important enabling role in the adoption of hydrogen fuel cells, as its MEA technology is the critical determining factor in the cost/kw performance ratio of the fuel cells. In partnership with the Los Alamos National Laboratory, Advent is currently developing its next generation MEA technology (“Advanced MEA”) which is anticipated to deliver as much as three times the power output of its current MEA product. While Advent is already projecting being able to pass through cost benefits to its customers through economies of scale as it increases MEA production, the successful development of the Advanced MEA will be an important factor in delivering the required improvement in cost/kw performance to Advent’s customers.

Basis of Presentation

Advent’s consolidated financial statements have been prepared in accordance with U.S. GAAP. Advent has determined that it operates in one reportable segment. See Note 1 “Basis of Presentation” in the accompanying consolidated financial statements for more information.

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Components of Results of Operations

Revenue

Revenues consist of sales of goods (MEAs, membranes, fuel cell stacks, fuel cell systems and electrodes) and servicing of those systems, as well as engineering fees and revenue from Joint Development Agreements (JDAs) and Technology Assessment Agreements (TAAs) with world-leading OEMs for the development of joint products. Advent expects revenues to increase materially and be weighted towards JDAs and TAAs over time.

Cost of Revenues

Cost of revenues consists of consumables, raw materials, processing costs and direct labor costs associated with the assembly, manufacturing, and servicing of MEAs, membranes, fuel cell stacks and systems and electrodes. Advent expects its cost of revenues to decrease as the focus on providing services under Joint Development Agreements and Technology Assessment Agreements and its shift from product sales. Advent also recognizes slow moving inventory reserve in cost of revenues. Advent recognizes cost of revenues in the period that revenues are recognized.

Income from Grants

Income from grants consists of cash subsidies received from research agencies and other national and international organizations in support of Advent’s research and development activities. Advent expects to continue to be eligible for grant income and remains in discussion with a number of prospective grantors in relation to a number of product development activities.

Research and Development Expenses

Research and development expenses consist of costs associated with Advent’s research and development activities, such as laboratory costs and sample material costs. Advent expects its research and development activities to increase substantially as it invests in improved technology and products.

Administrative and Selling Expenses

Administrative and selling expenses consist of travel expenses, indirect labor costs, fees paid to consultants, third parties and service providers, taxes and duties, legal and audit fees, depreciation, business development salaries and limited marketing activities, and incentive and stock-based compensation expense. Advent expects administrative and selling expenses to increase in line with production and revenue as the business scales up, and as a result of operating as a public company, including compliance with the rules and regulations of the SEC, legal, audit, additional insurance expenses, investor relations activities and other administrative and professional services.

Other Income / (Expenses), net

Other income / (expenses) consist of additional de minimis incidental income / (expenses) incurred by the business. These income / (expenses) are expected to remain at a de minimis level in the future.

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Change in Fair Value of Warrant Liability

Change in fair value of warrant liability amounting to nil and $0.1 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively, represents the change in fair value of the Private Placement Warrants and Working Capital Warrants.

Finance income / (expenses), net

Finance income / (expenses) consist mainly of bank and interest charges.

Foreign Exchange Gains / (Losses), net

Foreign exchange gains / (losses) consists of foreign exchange gains or losses on transactions denominated in foreign currencies and on translation of monetary items denominated in foreign currencies. As Advent scales up, our foreign exchange exposure is likely to increase given its revenues are denominated in both euros and dollars, and a portion of the our costs are denominated in euros.

Income taxes

During the three and ~~six~~nine months ended ~~June~~ September 30, 2025, the Company recorded income tax expense of nil and $(1) thousand. During the three and ~~six~~nine months ended ~~June~~September 30, 2024, the Company recorded income tax benefit of nil and $0.1 million, respectively, mainly related to net operating loss carryforwards.

As of ~~June~~ September 30, 2025 and December 31, 2024, the Company provided a valuation allowance to offset the deferred tax asset related to the net operating loss carryforwards.

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Results of Operations

Comparison of the Three Months Ended ~~June~~ September 30, 2025 to Three Months Ended ~~June~~September 30, 2024

The following table sets forth a summary of our consolidated results of operations for the three months ended ~~June~~September 30, 2025 and 2024, and the changes between periods.

	Three months ended June 30, (Unaudited)
	Three months ended September 30, (Unaudited)
(Amounts in thousands, except share and per share amounts)	2025			2024			$ change			% change
Revenue, net	$	9962		$	~~654~~128		$	(~~555~~66	)		(8451.96	)%
Cost of revenues		(~~392~~437	)		(83336	)		(~~309~~101	)		~~372~~30.31	%
Gross profit / (loss)		(~~293~~375	)		~~571~~(208	)		(~~864~~167	)		~~(151~~80.3	)%
Income from grants		1175			~~424~~137			~~(423~~38	)		~~(99~~27.87	)%
Research and development expenses		(~~342~~229	)		(~~695~~411	)		~~353~~182			(5044.83	)%
Administrative and selling expenses		(1,~~956~~968	)		2(3,~~374~~135	)		(41,~~330~~167	)		(~~182~~37.42	)%
Amortization of intangibles		(7	)		(1	)		(6	)		600.0	%
Credit loss – customer contracts		~~(328~~30	)		-(4,309	)		~~(328~~4,339	)		~~N/A~~(100.7	)%
Operating loss		(2,~~925~~374	)		2(7,~~673~~927	)		(5,~~598~~553	)		(~~209~~70.41	)%
Finance income / (expenses), net		(~~325~~685	)		(5414	)		(~~271~~671	)		~~501~~4,792.9	%
Foreign exchange gains / (losses), net		~~293~~(39	)		(~~156~~1,672	)		~~449~~1,633			(~~287~~97.87	)%
Loss contingency		(840	)		36			(876	)		(2,433.3	)%
Other income / (expenses), net		11,723			(2	)		11,725			(586,250.0	)%
Net gains / (losses) on disposal/write-off property, plant and equipment and intangible assets		-			(12,714	)		12,714			(100.0	)%
Income (loss) before income tax		8,625			(9,615	)		18,783			(195.4	)%
Other income / (expenses), net		-			2			(2	)		(100.0	)%
Loss before income tax		(3,797	)		(10,213	)		6,416			(62.8	)%
Income tax (expense)		-			-			-			N/A
Net loss from continuing operations	$	(3,797	)	$	(10,213	)	$	6,416			(62.8	)%
Net income (loss) from continuing operations	$	8,625		$	(9,615	)	$	18,783			(195.4	)%
Income (loss) from discontinued operations		-			(18,~~060~~907	)		1(8,~~060~~907	)		(100.0	)%
Net loss		(3,797	)		(11,273	)		7,476			(66.3	)%
Net income (loss)		8,625			(18,522	)		27,690			(149.5	)%
Net loss per share
Net income (loss) per share
Basic loss per share from continuing operations		(1.42	)		(3.88	)		2.46			N/A
Basic income (loss) per share from continuing operations		3.06			(3.65	)		6.71			N/A
Basic loss per share from discontinued operations		N/A			(03.4038	)		03.4038			N/A
Basic loss per share		(1.42	)		(4.28	)		2.86			N/A
Basic income (loss) per share		3.06			(7.03	)		10.09			N/A
Basic weighted average number of shares		2,~~665~~819,~~089~~633			2,~~634~~636,~~179~~508			N/A			N/A
Diluted loss per share from continuing operations		(1.42	)		(3.88	)		2.46			N/A
Diluted income (loss) per share from continuing operations		2.92			(3.65	)		6.57			N/A
Diluted loss per share from discontinued operations		N/A			(0.40	)		0.40			N/A
Diluted income (loss) per share from discontinued operations		N/A			(3.38	)		3.38			N/A
Diluted loss per share		(1.42	)		(4.28	)		2.86			N/A
Diluted income (loss) per share		2.92			(7.03	)		9.95			N/A
Diluted weighted average number of shares		2,~~665~~955,~~089~~457			2,~~634~~636,~~179~~508			N/A			N/A

Revenue, net

Our total revenue decreased by approximately $~~0.6~~66 thousand ~~million~~ from approximately $~~0.7~~128 ~~million~~thousand in the three months ended ~~June~~ September 30, 2024 to approximately $~~0.1~~62 ~~million~~thousand in the three months ended ~~June~~ September 30, 2025. The decrease was driven by an increase in contract liabilities related to our services provided under Joint Development Agreements (JDAs) and Technology Assessment Agreements (TAAs) in the three months ended ~~June~~September 30, 2025 which are expected to be delivered later in 2025.

Cost of Revenues

Cost of revenues increased by approximately $0.3 1 million from approximately $0.13 million in the three months ended ~~June~~September 30, 2024 to approximately $0.4 million in the three months ended ~~June~~September 30, 2025. The increase in cost of revenues was related to an increase in fixed costs during the period.

Income from Grants

Our income from grants ~~decreased~~increased by approximately $~~0.4~~38 ~~million~~thousand from approximately $~~0.4~~137 ~~million~~thousand in the three months ended ~~June~~September 30, 2024 to approximately $1175 thousand in the three months ended ~~June~~September 30, 2025. ~~The decrease was driven by an increase in deferred revenue from grants in the three months ended June 30, 2025 which is expected to be recognized later in 2025.~~

Research and Development Expenses

Research and development expenses were approximately $0.32 million and $0.74 million in the three months ended ~~June~~September 30, 2025 and 2024, respectively, primarily related to internal research and development costs.

Administrative and Selling Expenses

Administrative and selling expenses were approximately $2.0 million in the three months ended ~~June~~September 30, 2025, and a $23.41 million ~~reversal~~ in the three months ended ~~June~~September 30, 2024.

Credit Loss – Customer Contracts

We recognized credit losses on customer contracts of $04.3 million during the three months ended ~~June~~September 30, ~~2025~~2024, ~~which~~and ~~was~~credit anloss ~~increase~~reversal of $~~0.3~~30 ~~million~~thousand ~~from~~during ~~June~~the three months ended September 30, ~~2024~~2025.

Finance income / (expenses), net

The Company accrued interest expense of $(0.37) million related to the short term note ~~payable~~payables ~~and~~for the ~~loss~~three ~~contingency~~months ~~accrued~~ended inSeptember ~~relation~~30, to2025, ~~the~~which ~~decision~~is ofan ~~F.E.R.~~increase ~~in the amount~~ of ~~approximately €4~~0.57 million ~~for~~ from the three months ended ~~June~~September 30, ~~2025~~2024.

The Company accrued interest expense of $(0.1) million related to the loss contingency accrued in relation to the decision of F.E.R. in the amount of approximately €4.5 million for the three months ended June 30, 2024.49

~~Loss~~Comparison ~~contingency~~of the Nine Months Ended September 30, 2025 to Nine Months Ended September 30, 2024

~~On August 16, 2024, the Company was informed that an arbitration decision and award was decided in favor of F.E.R. in the amount of approximately €4.5 million.~~ The ~~Company~~following ~~appealed~~table ~~the~~sets ~~decision~~forth ~~and instructed its counsel to file~~ a ~~motion~~summary ~~with the Higher Regional Court~~ of ~~Frankfurt~~our consolidated toresults ~~set aside the arbitral award. On July 1, 2025, the Company entered into a settlement agreement and release (the “Settlement Agreement”) with F.E.R.. Pursuant to the terms~~ of ~~the~~operations Settlement Agreement, the Company has agreed to pay F.E.R. €5,366,625.55 with such payment to be made in monthly installments of €35 thousand beginning on September 1, 2025. The Company will be entitled to a reduced settlement amount totaling €4,366,625.55 if payment is made by no later than June 30, 2026. In exchange for ~~such reduced settlement amount, both Parties agreed to a mutual release of claims against~~ the ~~other~~nine ~~Party. During the six~~ months ended ~~June~~ September 30, 2025, ~~the~~and ~~Company recorded an additional loss of $1 million due to $0.5 million of interest expense~~2024, ~~$0.3 million of legal fees~~ and the ~~remainder~~changes isbetween ~~due to foreign exchange differences~~periods.

	Nine months ended September 30, (Unaudited)
(Amounts in thousands, except share and per share amounts)	2025			2024			$ change			% change
Revenue, net	$	293		$	3,520		$	(3,227	)		(91.7	)%
Cost of revenues		(1,141	)		(896	)		(245	)		27.3	%
Gross profit / (loss)		(848	)		2,624			(3,472	)		(132.3	)%
Income from grants		218			1,399			(1,181	)		(84.4	)%
Research and development expenses		(927	)		(2,521	)		1,594			(63.2	)%
Administrative and selling expenses		(6,174	)		(6,954	)		780			(11.2	)%
Sublease income		-			145			(145	)		(100.0	)%
Amortization of intangibles		(21	)		(3	)		(18	)		600.0	%
Credit loss – customer contracts		(485	)		(4,309	)		3,824			(88.7	)%
Operating loss		(8,237	)		(9,619	)		1,382			(14.4	)%
Fair value change of warrant liability		-			59			(59	)		100.0	%
Finance income / (expenses), net		(1,254	)		(300	)		(954	)		318.0	%
Foreign exchange gains / (losses), net		355			(1,837	)		2,192			(119.3	)%
Loss contingency		(1,034	)		(4,871	)		3,837			(78.8	)%
Net gains / (losses) on disposal/write-off property, plant and equipment and intangible assets		-			(12,735	)		12,735			(100.0	)%
Other income / (expenses), net		11,725			4			11,721			(293,025.0	)%
Loss before income tax		1,555	)		(29,299	)		30,854			(105.3	)%
Income tax (expense)		(1	)		55			(56	)		(101.8	)%
Net loss from continuing operations	$	1,554		$	(29,244	)	$	30,798			(105.3	)%
Income (loss) from discontinued operations		-			(9,907	)		9,907			(100.0	)%
Net loss	$	1,554		$	(39,151	)	$	40,705			(104.0	)%
Net loss per share
Basic loss per share from continuing operations		0.57			(11.17	)		11.74			N/A
Basic loss per share from discontinued operations		N/A			(3.78	)		3.78			N/A
Basic loss per share		0.57			(14.95	)		15.52			N/A
Basic weighted average number of shares		2,709,480			2,618,601			N/A			N/A
Diluted loss per share from continuing operations		0.56			(11.17	)		11.73			N/A
Diluted loss per share from discontinued operations		N/A			(3.78	)		3.78			N/A
Diluted loss per share		0.56			(14.95	)		15.51			N/A
Diluted weighted average number of shares		2,758,176			2,618,601			N/A			N/A

~~Comparison of the Six Months Ended June 30, 2025 to Six Months Ended June 30, 2024~~50

The following table sets forth a summary of our consolidated results of operations for the six months ended June 30, 2025 and 2024, and the changes between periods.

	Six months ended June 30, (Unaudited)
(Amounts in thousands, except share and per share amounts)	2025			2024			$ change			% change
Revenue, net	$	231		$	3,392		$	(3,161	)		(93.2	)%
Cost of revenues		(704	)		(560	)		(144	)		25.7	%
Gross profit / (loss)		(473	)		2,832			(3,305	)		(116.7	)%
Income from grants		43			1,262			(1,219	)		(96.6	)%
Research and development expenses		(698	)		(2,110	)		1,412			(66.9	)%
Administrative and selling expenses		(4,206	)		(3,819	)		(387	)		10.1	%
Sublease income		-			145			(145	)		(100.0	)%
Amortization of intangibles		(14	)		(2	)		(12	)		600.0	%
Credit loss – customer contracts		(515	)		-			(515	)		N/A
Operating loss		(5,863	)		(1,692	)		(4,171	)		246.5	%
Fair value change of warrant liability		-			59			(59	)		100.0	%
Finance income / (expenses), net		(569	)		(286	)		(283	)		99.0	%
Foreign exchange gains / (losses), net		394			(165	)		559			(338.8	)%
Loss contingency		(1,034	)		(4,871	)		3,837			(78.8	)%
Net gains / (losses) on disposal/write-off property, plant and equipment and intangible assets		-			(12,735	)		12,735			(100.0	)%
Other income / (expenses), net		2			6			(4	)		(66.7	)%
Loss before income tax		(7,070	)		(19,684	)		12,614			(64.1	)%
Income tax (expense)		(1	)		55			(56	)		(101.8	)%
Net loss from continuing operations	$	(7,071	)	$	(19,629	)	$	12,558			(64.0	)%
Income (loss) from discontinued operations		-			(1,000	)		1,000			(100.0	)%
Net loss	$	(7,071	)	$	(20,629	)	$	13,558			(65.7	)%
Net loss per share
Basic loss per share from continuing operations		(2.66	)		(7.52	)		4.86			N/A
Basic loss per share from discontinued operations		N/A			(0.38	)		0.38			N/A
Basic loss per share		(2.66	)		(7.91	)		5.25			N/A
Basic weighted average number of shares		2,653,490			2,609,549			N/A			N/A
Diluted loss per share from continuing operations		(2.66	)		(7.52	)		4.86			N/A
Diluted loss per share from discontinued operations		N/A			(0.38	)		0.38			N/A
Diluted loss per share		(2.66	)		(7.91	)		5.25			N/A
Diluted weighted average number of shares		2,653,490			2,609,549			N/A			N/A

Revenue, net

Our total revenue decreased by approximately $3.2 million from approximately $3.45 million in the ~~six~~nine months ended ~~June~~September 30, 2024 to approximately $0.23 million in the ~~six~~nine months ended ~~June~~September 30, 2025. The decrease was driven by an increase in contract liabilities related to our services provided under Joint Development Agreements (JDAs) and Technology Assessment Agreements (TAAs) in the ~~six~~nine months ended ~~June~~September 30, 2025 which are expected to be delivered later in 2025.

Cost of Revenues

Cost of revenues increased by approximately $0.1 3 million from approximately $0.69 million in the ~~six~~nine months ended ~~June~~September 30, 2024 to approximately $01.71 million in the ~~six~~nine months ended ~~June~~September 30, 2025. The increase in cost of revenues was related to an increase in fixed costs during the period.

Income from Grants

Our income from grants decreased by approximately $1.2 million from approximately $1.34 million in the ~~six~~nine months ended ~~June~~ September 30, 2024 to approximately $0.12 million in the ~~six~~nine months ended ~~June~~ September 30, 2025. The decrease was driven by an increase in deferred revenue from grants in the ~~six~~nine months ended ~~June~~September 30, 2025 which is expected to be recognized later in 2025.

Research and Development Expenses

Research and development expenses were approximately $0.79 million and $2.15 million in the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively, primarily related to internal research and development costs, as well as our cooperative research and development agreement with the U.S. Department of Energy.

Administrative and Selling Expenses

Administrative and selling expenses were approximately $46.2 million in the ~~six~~nine months ended ~~June~~September 30, 2025, and $37.80 million in the ~~six~~nine months ended ~~June~~September 30, 2024.

Sublease income

The Company earned sublease income of $0.1 million in the ~~six~~nine months ended September 30, 2024. The sublease was terminated in April 2024.

Credit Loss – Customer Contracts

We recognized credit losses on customer contracts of $0.5 million during the ~~three~~nine months ended ~~June~~September 30, 2025, which was an ~~increase~~decrease of $03.58 million from ~~June~~September 30, 2024.

Change in Fair Value of Warrant Liability

The change in fair value of warrant liability amounting to nil and $0.1 million was due to the change in fair value of the Private Placement Warrants and Working Capital Warrants for the ~~six~~nine months ended ~~June~~ September 30, 2025 and 2024, respectively.

Finance income / (expenses), net

The Company accrued interest expense of $(01.63) million related to the short term note payable and the loss contingency accrued in relation to the decision of F.E.R. in the amount of approximately €4.5 million for the ~~six~~nine months ended ~~June~~September 30, 2025.

The Company accrued interest expense of $(0.3) million related to the loss contingency accrued in relation to the decision of F.E.R. in the amount of approximately €4.5 million for the ~~six~~nine months ended ~~June~~September 30, 2024.

Loss contingency

On August 16, 2024, the Company was informed that an arbitration decision and award was decided in favor of F.E.R. in the amount of approximately €4.5 million. The Company appealed the decision and instructed its counsel to file a motion with the Higher Regional Court of Frankfurt to set aside the arbitral award. On July 1, 2025, the Company entered into a settlement agreement and release (the “Settlement Agreement”) with F.E.R.. Pursuant to the terms of the Settlement Agreement, the Company has agreed to pay F.E.R. €5,366,625.55 with such payment to be made in monthly installments of €35 thousand beginning on September 1, 2025, however, the Company was delayed until October 2025 with the first payment. The Company will be entitled to a reduced settlement amount totaling €4,366,625.55 if payment is made by no later than June 30, 2026. In exchange for such reduced settlement amount, both Parties agreed to a mutual release of claims against the other Party.

Net gains/ (losses) on disposal/write-offs of property, plant and equipment and intangible assets

We recognized losses of $(12.7) million during the ~~six~~nine months ended ~~June~~September 30, ~~2025~~2024, which is an ~~increase~~decrease of $(12.7) million ~~from~~to ~~June~~September 30, ~~2024~~2025. The losses primarily relate to the disposal of certain coating machines at the Hood Park facility and the termination of the Hood Park lease.

Liquidity and Capital Resources

At ~~June~~September 30, 2025 and for the ~~six~~nine months then ended, the Company had $0.15 million in cash and cash equivalents, used $10.29 million of cash in operating activities, had $1.58 million in current assets and $2917.48 million in current liabilities, leaving the Company a working capital deficit of $(2716.80) million.

4352

A major financial challenge and significant risk facing the Company is a lack of positive cash flow and liquidity. The Company’s ability to meet its liquidity needs will largely depend on its ability to raise capital in the very short term and generate cash in the future. If the Company is unable to obtain sufficient funding, it could be required to delay its development efforts, limit activities, and further reduce research and development costs, which could adversely affect its business prospects and delivery of contractual obligations. A cash shortfall at any point in time over the next twelve months could result in the Company failing to meet its overdue and current obligations which could trigger action against the Company and/or its subsidiaries for liquidation by employees, authorities, or creditors. Because of the uncertainty in securing additional funding, delays in growth of revenue, failure to materialize cost-cutting efforts and the insufficient amount of cash and cash equivalents as of the consolidated financial statement filing date, management has concluded that substantial doubt exists with respect to the Company’s ability to continue as a going concern for one year from the date the consolidated financial statements are issued.

The following table sets forth a summary of our consolidated cash flows for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, and the changes between periods.

	Six Months Ended June 30, (Unaudited)
	Nine Months Ended September 30, (Unaudited)
(Amounts in thousands)	2025			2024			$ change			% change
Net Cash used in Operating Activities	$	(1,159	)	$	(4,001	)	$	2,842			(71.0	)%
Net Cash provided by / (used in) Operating Activities	$	(895	)	$	3,088		$	(3,983	)		(129.0	)%
Cash Flows from Investing Activities:
Proceeds from sale of property and equipment		-			300			(300	)		(100.0	)%
Purchases of property and equipment		(56	)		(28	)		2322			(8278.18	)%
Purchases of intangible assets		(24	)		-			(24	)		N/A
Net Cash provided by / (used in) Investing Activities	$	(2930	)	$	272		$	(~~301~~302	)		(~~110~~111.70	)%
Cash Flows from Financing Activities:
Proceeds from issuance of common stock and paid-in capital		-1,249			282			~~(282~~967	)		~~(100~~342.09	)%
Repayments of debt		(12,~~442~~032	)		-			(12,~~442~~032	)		N/A
Proceeds from borrowings		2,~~335~~901			-			2,~~335~~901			N/A
Net cash provided by Financing Activities	$	~~893~~2,118		$	282		$	~~611~~1,836			~~216~~651.71	%
Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents	$	~~(295~~1,193	)	$	(3,~~447~~642	)	$	3(2,~~152~~449	)		(9167.42	)%
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents		(111,106	)		(7274	)		(41,380	)		57(503.16	)%
Net cash provided by / (used in) discontinued operations:
Cash used in operating activities		-			(~~816~~8,317	)		~~816~~8,317			(100.0	)%
Cash provided by financing activities		-			~~540~~543			(~~540~~543	)		(100.0	)%
Net cash used in discontinued operations		-			(~~276~~7,774	)		~~276~~7,774			(100.0	)%
Net decrease in cash and cash equivalents		~~(306~~87	)		(3,~~730~~858	)		3,~~424~~945			(91102.83	)%
Cash and cash equivalents at the beginning of period		381			4,~~412~~050			(43,~~031~~669	)		(9190.46	)%
Cash and cash equivalents at the end of period	$	75468		$	~~682~~192		$	~~(607~~276	)		~~(89~~143.08	)%

4453

Cash flows used in Operating Activities

Advent’s cash flows from operating activities reflect the income statement position adjusted for working capital movements in current assets and liabilities. As Advent grows, it expects that operating cash flows will be affected by increased working capital needs to support growth in personnel-related expenditures and fluctuations in accounts receivable, inventory, accounts payable and other current assets and liabilities.

Net cash provided by / (used in) operating activities was approximately $(10.29) million and $(43.0)1 million for the ~~six~~nine months ended ~~June~~ September 30, 2025 and 2024, respectively, which related to outflows in connection with administrative and selling expenses, research and development expenses, and costs associated with insurances services and other personnel costs.

Cash Flows provided by / (used in) Investing Activities

Advent’s cash flows provided by / (used in) investing activities was approximately $(~~0.1~~30) ~~million~~thousand and $0.3 million for the ~~six~~nine months ended ~~June~~ September 30, 2025 and 2024, respectively, and which mostly related to the acquisition and sale of plant and equipment, respectively.

Cash Flows provided by Financing Activities

Advent’s cash flows provided by financing activities was approximately $02.91 million for the ~~six~~nine months ended ~~June~~ September 30, 2025, which represents ~~the~~issuance from common stock and net proceeds from borrowing less repayments.

Advent’s cash flows from financing activities was approximately $0.3 million for the ~~six~~nine months ended ~~June~~ September 30, 2024, which related to the net cash proceeds from the sale of shares under the Lincoln Park facility.

Reverse Stock Split

No fractional shares were issued in connection with the Reverse Stock Split, and stockholders who would otherwise be entitled to a fractional share received a proportional cash payment in April 2024.

The Company is authorized to issue 501,000,000 shares of Common Stock and that number did not change as a result of the Reverse Stock Split.

The Reverse Stock Split did not have any effect on the stated par value of our Common Stock. The rights and privileges of the holders of shares of Common Stock are unaffected by the Reverse Stock Split. All of our options, warrants and convertible securities outstanding immediately prior to the Reverse Stock Split have been appropriately adjusted by dividing the number of shares of Common Stock into which the options, warrants and convertible securities are exercisable or convertible by 30.

4554

Contract Assets and Contract Liabilities

Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. As of ~~June~~ September 30, 2025 and December 31, 2024, Advent recognized contract assets of $0.6 million and $0.6 million, respectively, on the consolidated balance sheets.

Advent recognizes contract liabilities when we receive customer payments or have the unconditional right to receive consideration in advance of the performance obligations being satisfied on our contracts. We receive payments from customers based on the terms established in our contracts. Contract liabilities are classified as either current or long-term liabilities in the consolidated balance sheets based on the timing of when we expect to recognize the related revenue. As of ~~June~~ September 30, 2025 and December 31, 2024, Advent recognized contract liabilities of $34.71 million and $3.2 million, respectively, in the consolidated balance sheets.

Off-Balance Sheet Commitments and Arrangements

Since the date of our incorporation, Advent has not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Critical Accounting Policies and Estimates

Advent’s consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires Advent to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the balance sheet date, as well as the reported expenses incurred during the reporting period. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to Advent’s financial statements.

Revenue Recognition from January 1, 2019

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), as amended, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. We adopted ASU No. 2014-09 on January 1, 2019, using the modified retrospective approach to all contracts not completed at the date of initial application.

In accordance with ASC 606, revenue is recognized when control of the promised goods or services are transferred to a customer in an amount that reflects the consideration that Advent expects to receive in exchange for those services. We apply the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its arrangements:

●

identify the contract with a customer,

●

identify the performance obligations in the contract,

●

determine the transaction price,

●

allocate the transaction price to performance obligations in the contract, and

●

recognize revenue as the performance obligation is satisfied.

4655

With significant and recurring customers, we negotiate written master agreements as framework agreements (general terms and conditions of trading), following individual purchase orders. For customers with no master agreements, the approved purchase orders form the contract. Effectively, contracts under the revenue standard have been assessed to be the purchase orders agreed with customers.

We have assessed that each product sold is a single performance obligation because the promised goods are distinct on their own and within the context of the contract. In cases where the agreement includes customization services for the contracted products, we are providing integrated services; therefore, the goods are not separately identifiable, but are inputs to produce and deliver a combined output and form a single performance obligation within the context of the contract. Furthermore, we assessed whether it acts as a principal or agent in each of its revenue arrangements and has concluded that in all sales transactions it acts as a principal. Additionally, we, taking into consideration the guidance and indicative factors provided by ASC 606, concluded that it provides assurance type warranties (warranty period is up to two years) as it does not provide a service to the customer beyond fixing defects that existed at the time of sale. We, based on historical performance, current circumstances, and projections of trends, estimated that no allowance for returns as per warranty policy should be recognized, at the time of sale, accounted for under ASC 460, Guarantees.

Under ASC 606, we estimate the transaction price, including variable consideration, at the commencement of the contract and recognize revenue over the contract term, rather than when fees become fixed or determinable. In other words, where contracts with customers include variable consideration (i.e. volume rebates), we estimate at contract inception the variable consideration and adjust the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Furthermore, no material rights or significant financing components have been identified in our contracts. Payment terms generally include advance payment requirements. The time between a customer’s payment and completion of the performance obligation is less than one year. Payment terms are in the majority fixed and do not include variable consideration, except from volume rebates.

Revenue from satisfaction of performance obligations is recognized based on identified transaction price. The transaction price reflects the amount to which we have rights under the present contract. It is allocated to the distinct performance obligations based on standalone selling prices of the services promised in the contract. In cases of more than one performance obligation, we allocate transaction price to the distinct performance obligations in proportion to their observable stand-alone selling prices and recognize revenue as those performance obligations are satisfied.

In the majority of cases of product sales, revenue is recognized at a point in time when the customer obtains control of the respective goods that is, when the products are shipped from our facilities as control passes to the customer in accordance with agreed contracts and the stated shipping terms. In cases where the contract includes customization services, in which one performance obligation is identified, revenue is recognized over time as our performance does not create an asset with alternative use and we have an enforceable right to payment for performance completed to date. We use the input method (i.e., cost-to-cost method) to measure progress towards complete satisfaction of the performance obligation.

Income from grants and related deferred income

Grants include cash subsidies received from various institutions and organizations. Grants are recognized as other income. Such amounts are recognized in the consolidated statements of operations when all conditions attached to the grants are fulfilled.

Condition to the grants would not be fulfilled unless related costs have been characterized as eligible by the grantors, are actually incurred and there is certainty that costs are allowable. These grants are recognized as deferred income when received and recorded in income when the eligible and allowable related costs and expenses are incurred. Under all grant programs, a coordinator is specified. The coordinator, among other, receives the funding from the grantor and proceeds to its distribution to the parties agreed in the process specified in the program. We assessed whether it acts as a principal or agent in its role as a coordinator for specific grants and has concluded that in all related transactions it acts as an agent.

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Income Taxes

Advent follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. This method also requires the recognition of future tax benefits, such as net operating loss carry forwards, to the extent that it is more likely than not that such benefits will be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Valuation allowances are reassessed periodically to determine whether it is more likely than not that the tax benefits will be realized in the future and if any existing valuation allowance should be released.

Part of the Advent’s business activities are conducted through its subsidiaries outside of U.S. Earnings from these subsidiaries are generally indefinitely reinvested in the local businesses. Further, local laws and regulations may also restrict certain subsidiaries from paying dividends to their parents. Consequently, Advent generally does not accrue income taxes for the repatriation of such earnings in accordance with ASC 740, “Income Taxes.” To the extent that there are excess accumulated earnings that we intend to repatriate from any such subsidiaries, we recognize deferred tax liabilities on such foreign earnings.

Advent assesses its income tax positions and records tax benefits for all years subject to examination based on the evaluation of the facts, circumstances, and information available at each reporting date. For those tax positions with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information, Advent records a tax benefit. For those income tax positions that are not likely to be sustained, no tax benefit is recognized in the consolidated financial statements. Advent recognizes interest and penalties related to uncertain tax positions as part of the provision for income taxes.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. For those income tax positions that are not likely to be sustained, no tax benefit is recognized in the consolidated financial statements. Advent recognizes interest and penalties related to uncertain tax positions as part of the provision for income taxes.

For the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, net income tax (expenses) benefits of $(1) thousand and $0.1 million, respectively, have been recorded in the consolidated statements of operations. Advent is currently not aware of any issues under review that could result in significant accruals or material deviation from its position. Advent is subject to income tax examinations by major taxing authorities.

Advent and its U.S. subsidiaries may be subject to potential examination by U.S. federal, state and city, while Advent’s subsidiaries outside U.S. may be subject to potential examination by their taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with the U.S. federal, state and city, and tax laws in the countries where business activities of Advent’s subsidiaries are conducted. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 was signed into legislation. As part of the legislation, the U.S. corporate income tax rate was reduced from 35% to 21%, among other changes.

Warrant Liability

Advent accounts for the 878,985 warrants (comprising of 813,314 Public Warrants and 65,671 Private Placement Warrants) issued in connection with the initial public offering and the 13,333 Working Capital Warrants issued at the consummation of the Business Combination in accordance with ASC 815-40-15-7D. If the warrants do not meet the criteria for equity treatment, they must be recorded as liabilities. We have determined that only the Private Placement Warrants and Working Capital Warrants must be recorded as liabilities and accordingly, we classify these warrant instruments as liabilities at their fair value and adjusts the instruments to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of the Private Placement Warrants and the Working Capital Warrants has been determined using either the quoted price, if available, or was based on a modified Black-Scholes-Merton model. The fair value of the Private Placement Warrants and the Working Capital Warrants has been determined based on a modified Black-Scholes-Merton model for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024.

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Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by Advent as of the specified effective date. Unless otherwise discussed, Advent believes that the impact of recently issued standards that are not yet effective will not have a material impact on Advent’s financial position or results of operations under adoption.

See Note 2 in the condensed consolidated financial statements included elsewhere in this report for more information about recent accounting pronouncements, the timing of their adoption and Advent’s assessment, to the extent Advent has made one, of their potential impact on Advent’s financial condition and results of operations.

Supplemental Non-GAAP Measures and Reconciliations

In addition to providing measures prepared in accordance with GAAP, we present certain supplemental non-GAAP measures. These measures are EBITDA, Adjusted EBITDA and Adjusted Net Income / (Loss), which we use to evaluate our operating performance, for business planning purposes and to measure our performance relative to that of our peers. These non-GAAP measures do not have any standardized meaning prescribed by GAAP and therefore may differ from similar measures presented by other companies and may not be comparable to other similarly titled measures. We believe these measures are useful in evaluating the operating performance of Advent’s ongoing business. These measures should be considered in addition to, and not as a substitute for net income, operating expense and income, cash flows and other measures of financial performance and liquidity reported in accordance with GAAP. The calculation of these non-GAAP measures has been made on a consistent basis for all periods presented.

EBITDA and Adjusted EBITDA

These supplemental non-GAAP measures are provided to assist readers in determining our operating performance. We believe this measure is useful in assessing performance and highlighting trends on an overall basis. We also believe EBITDA and Adjusted EBITDA are frequently used by securities analysts and investors when comparing our results with those of other companies. EBITDA differs from the most comparable GAAP measure, net income / (loss), primarily because it does not include interest, income taxes, depreciation of property, plant and equipment, and amortization of intangible assets. Adjusted EBITDA adjusts EBITDA for items such as one-time transaction costs, asset impairment charges, and fair value changes in the warrant liability.

The following tables show a reconciliation of net loss to EBITDA and Adjusted EBITDA for the three months ended ~~June~~ September 30, 2025 and 2024.

EBITDA and Adjusted EBITDA	Three months ended ~~June~~September 30, (Unaudited)									~~Six~~Nine months ended ~~June~~September 30, (Unaudited)
(in Millions of US dollars)	2025			2024			$ change			2025			2024			$ change
Net loss from continuing operations	$	(3.80	)	$	(10.21	)		6.41		$	(7.07	)	$	(19.63	)		12.56
Net income (loss) from continuing operations	$	8.62		$	(9.61	)		18.23		$	1.55		$	(29.24	)		30.79
Depreciation of property and equipment	$	0.2017		$	-0.17			~~0.20~~-		$	0.3956		$	01.6922			(0.3066	)
Amortization of intangibles	$	-0.01		$	-			-0.01		$	0.0102		$	-			0.0102
Finance income / (expenses), net	$	0.3368		$	0.0601			0.2767		$	01.5725		$	0.2930			0.2895
Loss contingency	$	~~0.84~~-		$	~~(0.04~~-	)		~~0.88~~-		$	1.03		$	4.87			(3.84	)
Net gains / (losses) on disposal/write-off property, plant and equipment and intangible assets	$	-		$	12.72			(12.72	)	$	-		$	12.74			(12.74	)
Other income / (expenses), net		(11.73	)		-			(11.73	)		(11.73	)		-			(11.73	)
Other income / (expenses), net	$	-		$	(0.01	)		0.01		$	-		$	(0.01	)		0.01
Foreign exchange differences, net		0.03			1.67			(1.64	)		(0.36	)		1.84			(2.20	)
Foreign exchange differences, net	$	(0.29	)	$	0.16			(0.45	)	$	(0.39	)	$	0.17			(0.56	)
Income taxes		-			-			-			-			(0.06	)		0.06
Income taxes	$	-		$	-			-		$	-		$	(0.06	)		0.06
EBITDA	$	(2.22	)	$	(7.76	)		(5.54	)	$	(7.67	)	$	(21.07	)		(13.39	)
EBITDA	$	(2.72	)	$	2.68			(5.40	)	$	(5.46	)	$	(0.94	)		(4.52	)
Net change in warrant liability		-			-			-			-			(0.06	)		0.06
Net change in warrant liability	$	-		$	-			-		$	-		$	(0.06	)		0.06
Adjusted EBITDA	$	(2.22	)	$	(7.76	)		(5.54	)	$	(7.67	)	$	(21.13	)		(13.45	)
Adjusted EBITDA	$	(2.72	)	$	2.68			(5.40	)	$	(5.46	)	$	(1.00	)		(4.46	)

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Adjusted Net Loss from continuing operations

This supplemental non-GAAP measure is provided to assist readers in determining our financial performance. We believe this measure is useful in assessing our actual performance by adjusting our results from continuing operations for changes in warrant liability and one-time transaction costs. Adjusted Net Loss from continuing operations differs from the most comparable GAAP measure, net loss, primarily because it does not include one-time transaction costs, asset impairment charges and warrant liability changes. The following table shows a reconciliation of net income/(loss) for three months ended June 30, 2025 and 2024.

Adjusted Net Loss	Three months ended June 30, (Unaudited)								Six months ended June 30, (Unaudited)
(in Millions of US dollars)	2025			2024			$ change		2025			2024			$ change
Net loss	$	(3.80	)	$	(10.21	)		6.41	$	(7.07	)	$	(19.63	)		12.56
Net change in warrant liability	$	-		$	-			-	$	-		$	(0.06	)		0.06
Adjusted Net Loss	$	(3.80	)	$	(10.21	)		6.41	$	(7.07	)	$	(19.69	)		12.62

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Advent is exposed to a variety of market and other risks, including the effects of changes in interest rates and inflation, as well as risks to the availability of funding sources, hazard events and specific asset risks.

Interest Rate Risk

Advent holds cash and cash equivalents for working capital, investment and general corporate purposes. As of ~~June~~ September 30, 2025, Advent had an unrestricted cash balance of approximately $0.15 million, consisting of operating and savings accounts which are not affected by changes in the general level of U.S. interest rates. Advent has short-term debt of $1.58 million.

Inflation Risk

Advent does not believe that inflation currently has a material effect on its business. To mitigate cost increases caused by inflation, Advent has taken steps such as searching for alternative supplies at a lower cost and pre-buying materials and supplies at a more advantageous price in advance of its intended use.

Foreign Exchange Risk

Advent has costs and revenues denominated in Euros and therefore is exposed to fluctuations in exchange rates. To date, Advent has not entered into any hedging transactions to mitigate the effect of foreign exchange due to the relatively low exposure. As we increase in scale, we expect to continue to realize a portion of our revenues and costs in foreign currencies, and therefore expect to put in place appropriate foreign exchange risk mitigation features in due course.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (currently also serving as Interim Chief Financial Officer) has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Report on Form 10-Q.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As described below, based on the evaluation of our disclosure controls and procedures as of the end of the period covered by this Report on Form 10-Q, management identified material weaknesses in our internal control over financial reporting. As a result of the material weaknesses, our Chief Executive Officer (currently also serving as Interim Chief Financial Officer) has concluded that, as of ~~June~~September 30, 2025, our disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized, and reported as and when required.

Notwithstanding this material weaknesses identified, our management, including our Chief Executive Officer (currently also serving as Interim Chief Financial Officer), has concluded that our financial statements included in this Report on Form 10-Q present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in accordance with U.S. GAAP.

Management’s Quarterly Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, and includes those policies and procedures that:

(i)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(iii)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of ~~June~~September 30, 2025, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Based on this assessment and the evaluation of those criteria, management, including our Chief Executive Officer (currently also serving as Interim Chief Financial Officer), concluded that our internal control over financial reporting was not effective as of ~~June~~September 30, 2025, due to the material weaknesses described below.

A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Entity-Level Control Environment

The entity-level control environment did not adequately support the prevention, detection or correction of material misstatements. We identified deficiencies in all five components of the entity-level control environment, including the control environment, control activities, information and communication, monitoring and risk assessment that aggregated into material weaknesses. Overall, we did not sufficiently establish internal control policies and procedures in our material business processes related to the financial reporting process.

Financial Statement Close and Reporting Process

We did not adequately design and execute controls that addressed the relevant financial statement assertions over the close and reporting process including review controls, journal entries and adjustments during the period-end reporting, changes to general ledger master data. We lacked in certain instances sufficient and appropriate documentation, reconciliation controls and segregation of duties controls.

IT Processes

Internal controls that address the IT risks of applications were not adequately designed and implemented. Management did not adequately perform controls or retain sufficient and appropriate evidence over 1) user access controls 2) application change controls and 3) the timeliness of segregation of duties access monitoring procedures.

To mitigate the potential impact of material weaknesses, and prior to filing this report, we performed additional analysis and other post-closing procedures to determine that our consolidated financial statements are prepared in accordance with U.S. GAAP. These material weaknesses did not result in any material misstatements and there were no changes to previously released financial statements. Notwithstanding our material weaknesses, we have concluded that the financial statements and other financial information included in this Report on Form 10-Q fairly present in all material respects our financial position, results of operations, and cash flows for the periods presented in conformity with U.S. GAAP.

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Remediation Plan

Following the identification of the material weaknesses in our internal control over financial reporting as of ~~June~~September 30, 2025, and with the oversight of the Audit Committee of our Board of Directors, we will commence remediation efforts to enhance our control environment.

●

Hiring and augmenting our team with knowledgeable and qualified IT, accounting, and finance professionals.

●

Enhancing the robustness and effectiveness of our IT systems and control environment.

●

Enhancing related policies and process documentation, implementing new controls or redesigning existing ones, and improving the skills of process owners.

●

Training process owners, evaluating the adoption of revised policies and procedures, and monitoring results.

●

Increasing the frequency and independence of testing the design and operating effectiveness of controls.

Management are committed to successfully implementing the remediation plan as promptly as possible. Our plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. See “Risk Factors—Risks Related to Our Operations and Business — We have identified material weaknesses in our system of internal controls pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. If not remediated, these material weaknesses could result in material misstatements in our consolidated financial statements. We may be unable to develop, implement and maintain appropriate controls in future periods.” within the 2024 Annual Report.

Changes in Internal Control over Financial Reporting

Financial Statement Close and Reporting Process

We did not adequately maintain accounting records at the consolidated level, resulting in a loss of access to underlying systems and records with the bankruptcy of Advent Technologies A/S in July 2024. The Company generated estimates using internal management reporting and bank statements as part of the September 30, 2024, close and reporting process.

Except as otherwise noted above and also under “Remediation Plan,” including the on-going remediation efforts described, there were no other changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a–15(f) and 15d-15(f)) during the quarter ended ~~June~~September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Our plans for remediating the material weaknesses, described above, will constitute changes in our internal control over financial reporting, prospectively, when such remediation plans are effectively implemented

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Other than the matters disclosed herein, we are not currently aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

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Item 1A. Risk Factors.

In addition to the other information set forth in this Quarterly Report, for a discussion of risk factors that could significantly and negatively affect our business, financial condition, results of operations, cash flows and prospects, see the disclosure under the heading “Risk Factors” in our 2023 Annual Report. Such risks described are not the only risks facing us. Additional risks and uncertainties not currently known to us, or that our management currently deems to be immaterial, also may adversely affect our business, financial condition, results of operations, cash flows or prospects. There are no material changes to the risk factors described in the 2024 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Default Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits

The following exhibits are being filed or furnished as part of this Quarterly Report on Form 10-Q:

Exhibit Number		Description
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a)

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a)

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350

101.INS*		Inline XBRL Instance

101.SCH*		Inline XBRL Taxonomy Extension Schema

101.CAL*		Inline XBRL Taxonomy Extension Calculation

101.LAB*		Inline XBRL Taxonomy Extension Labels

101.PRE*		Inline XBRL Taxonomy Extension Presentation

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	*	Filed herewith.
	**	Furnished herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 12, 2025	ADVENT TECHNOLOGIES HOLDINGS, INC.
Date: November 17, 2025	ADVENT TECHNOLOGIES HOLDINGS, INC.
	By:	/s/ Gary Herman
		Gary Herman
		Interim Chief Financial Officer

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