Material Event (Form 8-K)

BUSINESS

Business Overview

The following discussion reflects the business of Advent. References to 'Advent', the 'Company', 'us', 'we', 'our' and any related terms are intended to mean Advent Technologies Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries.

Advent is an advanced materials and technology development company operating in the fuel cell and hydrogen technology space. Advent develops, manufactures, and assembles complete fuel cell systems and the critical components that determine the performance of hydrogen fuel cells and other energy systems.

Advent 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. Select applications are telecom towers (5G and older), energy infrastructure (methane emissions mitigation for the oil and gas industry), and portable power for defense or emergency response units. Advent's mission is to become a leading provider of fuel cell systems, HT-PEMs, fuel cells, and HT-PEM based membrane electrode assemblies ('MEA' or 'MEAs'), which are critical components used in fuel cells, and other electrochemical applications such as electrolyzers and flow batteries. Advent develops the core chemistry components, the MEAs, that enable fuel cells to operate at high temperatures and also provides these MEAs to third-party fuel cell manufacturers. HT-PEM fuel cells have the advantage of operating with multiple low-carbon fuels (in addition to hydrogen) and under extreme conditions.

Advent'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. While fuel cell systems sales and associated revenue is expected to provide the majority of Advent's income in the near future, the MEA innovation is expected to facilitate strategic partnerships between Advent and Tier 1 suppliers and original equipment manufacturers ('OEMs') as these downstream manufacturers develop their own white-labelled HT-PEM products.

Advent has its headquarters in Boston, Massachusetts, is building out a product development and research and development facility in Charlestown, Massachusetts expected to open in 2022, and has MEA fabrication and system production facilities in Livermore, California; Achern, Germany; Aalborg, Denmark; and Patras, Greece. Advent plans to scale-up U.S. and European production and its global sales operations to handle future demand. Its investment priorities are increasing MEA production volumes, executing on new product development initiatives (next-generation fuel cell systems and MEAs), and optimizing production operations to improve unit costs.

Advent's principal focus is on the total fuel cell market, from components to complete systems, and the Company plans to use its products and technology to address pressing global climate needs. Fuel cell and hydrogen technology is expected to play a critical role in global decarbonization. In order to meet the targets established in the Paris Climate Accords, which seek to mitigate climate change and maintain global temperature less than 1.5°C-2.0°C above pre-industrial levels, the global community will need to accelerate the adoption of technologies like Advent's fuel cells, that reduce or eliminate emissions of carbon dioxide and other greenhouse gases. Advent believes that fuel cells will be a key component of the future energy generation platform given that:

The Fuel Cell Industry

Fuel cell and hydrogen technology is expected to play a critical role in global decarbonization given the clean nature of emissions from hydrogen and hydrogen-carrier fuels relative to fossil fuels. In addition, the challenges associated with existing battery technology limit it from mass adoption across industries. Globally, an average of $38 billion per annum is expected to be invested in the hydrogen and fuel cell sector between 2020 and 2040 with the goal of significantly increasing production capacity while lowering the cost of production. While the availability of hydrogen limited the fuel cell industry in the past, it is now expected to become an opportunity for growth, particularly in sectors such as industrials, power generation and automotive.

Within the fuel cell market, Advent's products have significant advantages relative to its competitors that are focused on low-temperature proton exchange membrane technology ('LT-PEM' or 'LT-PEMs'). The Company believes these advantages will help Advent secure commercial opportunities in the fuel cell market and help drive wide-spread adoption of fuel cell technology. The benefits of Advent's HT-PEMs relative to LT-PEMs include:

Advent's Solution

Advent's core product offering includes:

Advent's Business Outlook

In 2021, the Company became publicly listed on NASDAQ. Advent acquired UltraCell LLC ('UltraCell'), which spearheaded Advent's product offering in the portable and defense markets. In the defense sector, Advent delivers human portable systems. In addition, the UltraCell portable system is being repurposed to provide remote power to oil and gas wellheads (Advent M-ZERØ family of products) and to address the critical problem of methane emissions in Canada and the U.S. Furthermore, the Company has continued with delivery of MEAs to fuel cell manufacturers in Asia and with delivery of electrodes to the high-growth redox flow-battery market. Advent is also part of a consortium that has applied to develop 'White Dragon,' the seminal large-scale decarbonization project in Southern Europe. Advent was selected by the Greek Ministry of Development and Investment to be part of the first wave of Important Projects of Common European Interest ('IPCEI') on Hydrogen, which is currently pending European Union approval.

In September 2021, Advent completed the acquisition of SerEnergy A/S ('SerEnergy') and fischer eco solutions GmbH ('FES'), a leading manufacturer of fuel cell systems, with thousands of systems shipped in recent years. SerEnergy is located in Denmark and FES is located in Germany. The acquisition effectively doubled Advent's team to over 170 people, and Advent believes the acquired business will be a strong pillar of its potential growth strategy. SerEnergy and FES have significant production capabilities, are expected to benefit significantly from Advent's next-generation MEAs and are expected to provide a very strong foothold in the off-grid market. SerEnergy systems, primarily in the 5kW range, target the telecoms industry (especially the growing 5G tower demand) and other diesel generator replacement off-grid markets.

Advent's growth strategy is focused on targeting the following four sectors:

Business Strengths

Simplified balance of plant technology: Advent's HT-PEM technology significantly reduces the balance of plant requirements of a fuel cell system relative to LT-PEM fuel cells. Fuel cells utilizing Advent's technology have simplified requirements for supporting components and auxiliary systems because they reduce the complexity of water management systems. Advent's technology enables advanced, low-cost and simplified cooling technology, and increases the application range for the end-user. This is especially important for air, heavy-duty transportation, and marine applications.

Leveraging existing fuel infrastructure: Given the fuel-flexible nature of Advent's technology, the Company is able to leverage the existing fuel delivery infrastructure - e.g. around 3 million miles of natural gas pipelines connecting production, storage and distribution systems in the U.S. - to deliver power to a wide range of customers and markets today. Advent's plug-and-play dynamic enables swift 'time-to-market' capabilities. By contrast, the infrastructure investment required for a high-purity hydrogen economy is expected to be significant - approximately $15 trillion between now and 2050 globally.

Experienced management team with proven track record: The team that Advent has recruited to bring innovation to the fuel cell industry is highly experienced with a long pedigree in R&D and world-class manufacturing. Advent's team has been developing MEA components since 2006 and is led by Dr. Emory De Castro (CTO) who has significant industrial experience. In addition, the Company initiated in 2021 a joint development effort under the U.S. Department of Energy ('DoE') umbrella to commercialize next-generation MEAs and ultra-low platinum catalyst solutions developed by Los Alamos, NREL Laboratories, and Brookhaven Laboratories in the U.S. The Company was selected as the scale-up and commercialization partner of the DoE and is working closely with the highly-skilled R&D teams of top U.S. labs.

Following the acquisitions of UltraCell, SerEnergy and FES, and its ongoing recruiting and development in the U.S. (including the new product development facility, close to Harvard and MIT, under construction in Charlestown, Massachusetts that is expected to open in 2022), Advent has significantly increased its product, system integration, manufacturing, and testing capabilities. UltraCell brings Silicon Valley-type innovation, while SerEnergy's expertise and world-class reputation in the stationary fuel cell industry is well established. The Company's team now numbers over 170 people, many with more than a decade of hands-on expertise in the HT-PEM market. Advent's investment plan reflects its strategic goal to assemble significant global know-how of the HT-PEM industry. Advent expects that HT-PEM, with technology initially developed decades after LT-PEM, is in early stages of growth as compared to LT-PEM, a technology initially developed during the 1960s.

Technology

Advent's fuel cells can use 'Any Fuel. Anywhere.' because of the HT-PEM technology that Advent has pioneered since 2006. High-temperature fuel cells currently operate at high temperatures (between 160°C and 220°C) and have the potential to operate between 80°C and 240°C, unlike typical LT-PEM fuel cells that are limited to below 100°C. This temperature advantage allows the fuel cell to work with other fuels and to have reliable operation at extreme conditions, which the Company believes is a significant competitive advantage for the stationary power generation market.

Enhanced market opportunity: The multi-fuel capability enables Advent to have a very strong position in the off-grid and portable power market in select applications like telecom towers and critical infrastructure power needs. In these applications, diesel generators are primed for replacement for environmental and cost reasons, batteries are unable to provide a long-term year-round solution, and hydrogen presents difficult logistical concerns. The Company believes fuels like methanol are a more compelling choice and that Advent's HT-PEM fuel cells are highly suitable for these applications. The Company believes decreasing fuel cell costs, due to technology innovation and manufacturing scale-up, can provide Advent with an opportunity to grow in the power generation market and potentially displace diesel generators in applications with a clear total cost of ownership value proposition, in addition to the environmental mandate.

The next-generation of Advent fuel cells is being developed in collaboration with the U.S. DoE after Advent was awarded the L'Innovator commercialization program. Under this program, Advent is working closely with the Los Alamos, Brookhaven, and NREL Laboratories, to commercialize the decade-long materials advancements in the field of MEA development. Advent expects that these next-generation MEAs will bring the HT-PEM technology into the mobility area by enabling fuel cells to be lightweight with high-power density.

Based on the several critical advantages offered by Advent's HT-PEM technology over batteries and LT-PEM technology, Advent expects to be highly competitive in numerous applications. In particular, Advent's HT-PEM fuel cells and MEAs are well-suited to off-grid power, portable power applications, combined heat and power, and mobility (e.g., heavy-duty automotive, aviation, mining equipment, marine, and UAV). Advent's goal is to partner with Tier 1 suppliers and OEMs in these new markets, focusing on the fuel cell technology development, licensing, and the mass production of the next-generation MEAs.

The above markets define Advent's current products, while the markets below constitute its largest opportunities for growth in the future:

Advent has been issued, acquired, licensed, or applied for approximately 190 international and United States patents, with a concentration in membranes, electrodes, and MEAs, which support its product offerings. In the MEA sector, Advent's products include two existing membrane technologies: 'TPS®', which Advent has exclusive rights to use and was obtained through patents filed by its founders and technical staff, and 'PBI' technology, of which Advent is a selective licensee, and provides exclusive rights to Advent for commercial sale of MEAs using PBI technology. Leveraging its membrane technologies, Advent also has intellectual property for lightweight stacks made through advances in bipolar plate materials, which supports water-cooled systems. This results in a simpler and more compact balance-of-plant design. Advent's own investments in developing leading next-generation fuel cell technology are supported by being able to leverage the research and development efforts of its strategic partners. Advent is planning next generation prototypes for fuel stacks as soon as 2021, with pilot production as soon as 2023 and mass production as soon as 2024.

Advent's rights to commercialize the next-generation HT-PEM materials technology from the DoE L'Innovator Program also includes rights to a portfolio of patents supporting this advanced technology. Advent was selected through a highly competitive bidding process by virtue of Advent's management team track record in taking laboratory inventions and processes through to a fully-scaled and manufactured product. Advent expects that this technology will reduce production costs of its MEAs significantly through a 3-fold increase in power output per unit area of membrane, and will provide longer operating lifetime and a wider temperature operating range as well as substantially lower platinum content. Advent expects these advantages will enable Advent to reduce the cost to end-users of fuel cells and encourage a wider market adoption. Advent anticipates commercialization and mass manufacture of this product by 2022. This and other partnerships, joint ventures, and joint development agreements, including with DoE, NASA (through Advent's affiliation with Northeastern University) and the European Space Agency, are expected to assist Advent in the mobility and off-grid power markets.

Advent's products and technology are currently being used in the marketplace to generate electricity for commercial applications, and Advent is developing partnerships with Tier 1 suppliers, OEMs, and system integrators to further drive commercial adoption and use in an increasing number of applications and end markets. To date, more than 300,000 TPS® and PBI MEAs have been sold (by Advent and others) for use in defense, micro-combined heat and power (µCHP) systems, battery range extenders for fuel cell battery hybrid vehicles, remote power for telecom and auxiliary power in remote locations, demonstrating strong early-stage adoption of Advent's existing product line. To date, Advent and its subsidiaries have shipped thousands of systems for defense, off-grid and remote/portable power markets.

As Advent's business ramps up to mass-production, Advent plans to pursue a revenue model that includes engineering fees, MEA sales and hardware-technology licensing fees through the life of product development. Advent's customer relationship is split into two phases: 1) partner with OEMs to co-develop customized fuel cell systems based on Advent's MEAs, for which the Company earns engineering and licensing fees, and 2) produce and sell proprietary MEAs directly to OEMs while earning licensing fees on fuel cells produced by customers using Advent's technology. Advent expects high-margin licensing fees to become a larger component of its revenue mix over time as the Company's customers scale to mass manufacturing of fuel cells and other products.

Advent was founded and is managed by a team of world-class electrochemists, material scientists, and fuel cell specialists with significant industry and manufacturing expertise. The Company has received numerous R&D funds from the DoE and the European Union and is considered a pioneer withyears of experience in clean energy technology innovation. The Company has its headquarters in Boston, Massachusetts and has operations in other Massachusetts locations, as well as in California, Greece, Germany, Denmark, and the Philippines. In 2022, Advent will open a facility in Charlestown, Massachusetts offering research and development facilities and additional production capacity. For additional capacity, the Company intends to utilize existing U.S.-based toll-manufacturing for the membrane and electrode production to scale-up its production levels without significant capital expenditure. The Company's Patras, Greece based production of membranes, electrodes, and MEAs benefits from labor cost and skill availability advantages.

Advent intends to direct the majority of its near-term funding requirements to operating expenses and capital expenses for product development and plan to make substantial investments over the next several years, among others, in new production equipment and warehousing, systems assembly line, MEA assembly automation, aeronautical stacks and U.S. facility expansion.

Recent Acquisitions

Business Combination of AMCI Acquisition Corp. and Advent Technologies

In February 2021, Advent closed its business combination with AMCI Acquisition Corp. The business combination has provided Advent with a sustainable funding base for the next phase of Advent's expansion efforts to respond to significant and immediate market opportunities. Advent's shareholders opted to roll 100% of their equity and, as of the completion of the business combination, owned 57% of the pro-forma equity base.

UltraCell

On February 18, 2021, Advent acquired UltraCell, formerly a fuel cell division of Bren-Tronics, Inc. Prior to the acquisition, Advent and UltraCell had a mutually beneficial partnership, having worked together for several years. UltraCell is a leader in lightweight fuel cells for the portable power market, including small-scale fuel cell technology for the defense industry, and has sold thousands of battery pack charger systems built around Advent MEAs to four NATO militaries, including those of the U.S. and the U.K. UltraCell systems have been deployed with excellent performance in stringent and challenging conditions and climates. UltraCell's technology uses hydrogen or liquid fuels to deliver reliable power at a fraction of the weight of batteries. Traditional LT-PEM fuel cell technology cannot be used in this type of remote environment fuel cell product due to the issues with compressed high-purity hydrogen. Advent's fuel flexibility allows for the use of methanol in its fuel cell application, which is stable in liquid form, cheaper, and more accessible than hydrogen. With Advent's technology powering UltraCell products like the 'Honey Badger', a portable fuel cell which is in advanced testing with the U.S. military, multi-day military missions that generally required over 100 pounds of batteries can substitute a fuel cell and methanol canister with a total weight of 25 pounds. UltraCell's fuel cell innovations are expected to complement the development of Advent's next-generation lightweight systems for the mobility market, with an emphasis on the commercial drone, aviation, and heavy-duty automotive industries. UltraCell produces the only made in the U.S. NATO approved fuel cell products and is one of only two manufacturers of NATO approved fuel cell products manufacturing in a NATO country. Since the acquisition, Advent has retained current UltraCell operations in the Livermore, California area, in parallel to its Boston operations, and plans to continue to do so, with the possibility of expansion in the future.

On September 1, 2021 (CEST), Advent completed its acquisition (the 'Fischer Acquisition') of SerEnergy and FES from F.E.R. fischer Edelstahlrohre GmbH ('Fischer'). SerEnergy and FES currently market and build standalone systems and critical fuel cell components. These products are complementary to the mobile systems produced by Advent. The Fischer Acquisition is well aligned to the 'Any Fuel. Anywhere.' strategy, and is expected to accelerate Advent's growing revenue base in fuel cell stacks and systems. The Fischer Acquisition also increases Advent's patent and trademark portfolio with new intellectual property and increases its labor force by approximately 90 employees, many of whom are highly-skilled manufacturing and sales professionals experienced in the fuel cell industry. SerEnergy has deployed hundreds of standalone telecom remote self-maintaining power systems, including sales to Smart Communications, a leading telecommunications provider in the Philippines. These systems can operate in both high humidity and high temperature environments and offer remote monitoring. Advent believes that the combined HT-PEM fuel cell production capacity and operations in international markets, currently consisting of Germany, Denmark and the Philippines, will support Advent's expansion into international customer segments, in particular the Asian and European markets.

Specific Product Offerings

The Reformed Methanol Wearable Fuel Cell Power System, or 'Honey Badger' is an offering marketed by the Advent subsidiary UltraCell. The U.S. DoD, through the U.S. Army DEVCOM Command, Control, Communications, Computers, Cyber, Intelligence, Surveillance and Reconnaissance (C5ISR) Center, with funding through the Project Manager Integrated Visual Augmentation System (PM IVAS), has entered into a contract with Advent to complete the MIL-STD certification of the cutting edge 'Honey Badger'. 'Honey Badger' is placed on a soldier worn plate carrier and provides on the move battery charging in the field. It has been selected by the DoD's National Defense Center for Energy and Environment (NDCEE) to take part in its 2021 demonstration/validation program and is the only fuel cell to take part in this program. The product is offered at 20W and 50W power versions, and both are in testing and certification stages. Its core technology has completed successful field trials in Army Expeditionary Warrior Experiments and high-altitude tests in California's Sierra Nevada.

Advent's M-ZERØ line of products are designed to generate power in remote environments. Their use significantly reduces methane emissions where they replace older, less efficient technology. The current M-ZERØ products are 50W and 150W systems, with systems featuring up to 400W of power expected to be released by the end of 2022. Advent has entered into agreements to trial ten 50W systems in Canada starting as soon as the third quarter of 2021. If the trials are successful, this could result in mass deployment of M-ZERØ systems during 2023. The products, which are not expected to require extensive servicing or refueling schedules, can work throughout the year, including in extreme cold. Traditional green remote power options of solar plus battery storage do not function well in either extreme cold or in hard-to-reach areas. Widespread adoption of M-ZERØ technology at all of the wellheads in the U.S. and Canada will result in a substantial reduction of carbon dioxide emissions.

Important Projects of Common European Interest ('IPCEI')

White Dragon is an IPCEI proposal submitted by a consortium of Advent, Damco Energy S.A. (Copelouzos Group Company), PPC Greece, The Hellenic Gas Transmission System Operator ('DESFA') S.A., Hellenic Petroleum, Motor Oil, Corinth Pipeworks, TAP and Terna Energy (together the 'consortium') to develop a more than €8 billion green hydrogen project in Greece to gradually replace Western Macedonia's lignite coal power plants of and transition to clean energy production and transmission, with the ultimate goal of fully decarbonizing Greece's energy system. The project plans to use large-scale renewable electricity to produce green hydrogen by electrolysis in Western Macedonia. This hydrogen would then be stored and, through Advent's HT-PEM fuel cells, would be expected to supply all of Greece with clean electricity, green energy, and heat. Advent's HT-PEM fuel cells provide a combination of both heat and electrical power, and the heat generated by the project can initially be used in conjunction with the district heating networks of Western Macedonia, and in the future in other applications that require a heating and/or cooling system, such as industrial workings, data centers and greenhouses. The White Dragon proposal also includes plans covering the transportation sector. Advent is the sole fuel cell development partner for the proposed project. Estimates are that the project, if approved, would continue from 2022 through 2029, produce over 200,000 tons of hydrogen per year, reduce annual carbon dioxide emissions by 11.5 million tons and create 18,000 direct jobs and almost 30,000 indirect jobs. Advent was informed in September 2021 that the Greek government had approved of the White Dragon proposal and it is currently pending European Union approval.

Green HiPo is an IPCEI proposal submitted by Advent which will, if approved, allow Advent to develop, design, and manufacture fully scalable HT-PEM fuel cells for the production of power and heat. Green HiPo is linked to, but independent of, the White Dragon project. It proposes to establish a production facility in Western Macedonia with a staggered production plan, starting with 15kW stacks, integration into 120kW modules, 1MW scale single units, and ultimately multi-MW fully integrated systems. Estimates are that the project, if approved, would continue from 2022 through 2029, create approximately 1,400 jobs in the Western Macedonia region and the total cost of the project could exceed €4 billion. Advent was informed in September 2021 that the Greek government had approved of the Green HiPo proposal and it is currently pending European Union approval.

Intellectual Property

Advent's intellectual property portfolio covers among other things: membranes, electrodes, MEAs, and systems exploiting the unique operating characteristics of its materials. In general, Advent employees are party to agreements providing that all inventions, whether patented or not, made or conceived while being an Advent employee, which are related to or result from work or research that the Company performs, will remain Advent's sole and exclusive property.

The Company has been issued, acquired, licensed, or applied for approximately 190 international patents (including the intellectual property from the Fischer Acquisition), the vast majority in membranes, electrodes, and MEAs, which support Advent's product offerings. Additionally, the Company has approximately eighteen trademarks registered with the USPTO and various international trademark offices, with additional trademark applications pending.

Competition

The market for alternative fuel and energy storage systems is still in the early stages of growth and is characterized by well-established battery and LT-PEM products. The Company believes the principal competitive factors in the markets in which it operates include, but are not limited to, the size, weight, lifetime, durability, and total cost of ownership of these systems to the end-user. Advent believes that its HT-PEM technology competes with these other technologies across a number of new and existing applications in the alternative energy fuel market, especially in the realm of fuel flexibility and heat management. The Company believes the total addressable market opportunity could be over $72 billion by the year 2030.

Employees and Human Capital Resources

Our employees are critical to our success. As of September 2021, Advent had approximately 173 employees, including part-time, contractors and employees who joined Advent from the recent Fischer Acquisition. The Company also occasionally relies on additional independent contractors to support its operations. To date, we have not experienced any work stoppages and consider our relationship with our employees to be in good standing. None of Advent's employees are represented by a labor organization or are a party to any collective bargaining arrangement.

We believe that developing a diverse, equitable and inclusive culture is critical to continuing to attract and retain the top talent necessary for our long-term success and strategy. We value diversity at all levels.

We strive to create a collaborative environment where our colleagues feel respected and valued. We provide our employees with competitive compensation, opportunities for equity ownership and a robust employment package, including health care, retirement benefits and paid time off. In addition, we regularly interact with our employees to gauge employee satisfaction and identify areas of focus.

Property

The Company leases approximately 3,400 square feet of offices located in Patras, Greece. The leases are set to expire on December 31, 2028. The Company entered into a lease dated February 5, 2021 for approximately 6,000 square feet of office space at 200 Clarendon Street, Boston, Massachusetts 02116 as the Company's executive offices. The term of the lease is five years (unless sooner terminated as provided in the lease agreement). Through the Fischer Acquisition, the Company has leased from Fischer the space, comprising approximately 10,750 square feet, in which FES operates and acquired property containing approximately 8,600 square feet of SerEnergy office, production and laboratory facilities located in Aalborg, Denmark. The Company also assumed a lease from Fischer in Aalborg, Denmark for approximately 7,000 square meters containing meeting rooms and a warehouse used by SerEnergy, and office, workshop, and warehouse spaces in two locations in Paranaque City, Philippines totaling approximately 10,500 square meters. The Company has a short-term lease in Somerville, Massachusetts for laboratory space while it builds out a dedicated leased space of approximately 21,400 square feet in the Hood Park complex in Charlestown, Massachusetts.

Legal Proceedings

The Company is from time to time subject to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. However, Advent does not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, to be material to its business or likely to result in a material adverse effect on its future operating results, financial condition, or cash flows.

On December 17, 2020, a purported shareholder class action complaint was filed by Dillon Frey against AMCI in the Supreme Court of the State of New York, County of New York, alleging that the business combination with Advent was both procedurally and substantively unfair and sought to maintain the action as a class action and to enjoin the Business Combination, among other things, without stating a specific amount of damages. On February 10, 2021, a notice of voluntary discontinuance of the complaint was filed in the Supreme Court of the State of New York, County of New York.

The information contained herein includes 'forward-looking statements.' These statements include, but are not limited to, statements regarding the Company's strategies, future opportunities and growth prospects, financial information, target high-growth profile, and assumptions, estimates and projections about the Company and its industry, as well as other information and statements that are not historical fact. These forward-looking statements generally can be identified by the use of words such as 'anticipate,' 'expect,' 'plan,' 'could,' 'may,' 'will,' 'believe,' 'estimate,' 'forecast,' 'goal,' 'project,' and other words of similar meaning. Each forward-looking statement contained in this presentation is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the Company's ability to realize the benefits from the business combination; the Company's ability to maintain the listing of its common stock on Nasdaq; future financial performance; the COVID-19 pandemic, public securities' potential liquidity and trading; impact from the outcome of any known and unknown litigation; ability to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; expectations regarding future expenditures; future mix of revenue and effect on gross margins; attraction and retention of qualified directors, officers, employees and key personnel; ability to compete effectively in a competitive industry; the Company's ability to protect and enhance its corporate reputation and brand; expectations concerning the Company's relationships and actions with its technology partners and other third parties; impact from future regulatory, judicial and legislative changes to the industry; ability to locate and acquire complementary technologies or services and integrate those into the Company's business; future arrangements with, or investments in, other entities or associations; and intense competition and competitive pressure from other companies worldwide in the industries in which the Company will operate; and the risks identified under the heading 'Risk Factors' in the Company's Annual Report on Form 10-K/A filed with the SEC on May 20, 2021, and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021, filed with the SEC on May 20, 2021 and August 12, 2021, respectively, as well as the other information the Company files with the SEC. Investors are cautioned not to place considerable reliance on the forward-looking statements contained herein. You are encouraged to read the Company's filings with the SEC, available at http://www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements contained herein speak only as of the date hereof, and the Company undertakes no obligation to update or revise any of these statements. The Company's business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.