Business Combination (Tables)

9 Months Ended

Sep. 30, 2021

Business Acquisition [Line Items]

Reconciles the Elements of Business Combination to Consolidated Statements

The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity for the nine months ended September 30, 2021:

	Recapitalization
Cash- AMCI’s trust and cash (net of redemptions)	$	93,310,599
Cash – PIPE plus interest		65,000,118
Less transaction costs and advisory fees paid		(17,188,519	)
Less non-cash warrant liability assumed		(33,116,321	)
Net Business Combination and PIPE financing	$	108,005,877

Common Stock Issued Following the Consummation of Business Combination

The number of shares of common stock issued immediately following the consummation of the Business Combination:

	Recapitalization
Class A Common A stock of AMCI, outstanding prior to Business Combination		9,061,136
Less Redemption of AMCI shares		(1,606	)
Class B Common Stock of AMCI, outstanding prior to Business Combination		5,513,019
Shares issued in PIPE		6,500,000
Business Combination and PIPE financing shares		21,072,549
Legacy Advent Shares		25,033,398
Total shares of Common Stock immediately after Business Combination		46,105,947

UltraCell LLC [Member]

Business Acquisition [Line Items]

Assets Acquired and Liabilities Assumed

The assets acquired and liabilities assumed at the date of acquisition were as follows:

Current assets
Cash and cash equivalents	$	77,129
Other current assets		658,332
Total current assets	$	735,461
Non-current assets		9,187
Total assets	$	744,649
Current liabilities		110,179
Non-current liabilities		-
Total liabilities	$	110,179
Net assets acquired	$	634,469

Goodwill arising on acquisition

Cost of investment	$	6,000,000
Net assets value		634,469
Consideration to be allocated	$	5,365,531
Fair value adjustment - New intangibles
Trade name "UltraCell"		405,931
Patented technology		4,328,228
Total intangibles acquired	$	4,734,159
Remaining Goodwill	$	631,372

SerEnergy and FES [Member]

Business Acquisition [Line Items]

Assets Acquired and Liabilities Assumed

The assets acquired and liabilities assumed at the date of acquisition were as follows:

Current assets
Cash and cash equivalents	$	4,366,802
Other current assets		10,454,864
Total current assets	$	14,821,665
Non-current assets		5,434,180
Total assets	$	20,255,845
Current liabilities		5,818,170
Non-current liabilities		1,179,618
Total liabilities	$	6,997,788
Net assets acquired	$	13,258,057

Goodwill arising on acquisition

Cost of investment
Cash consideration	$	22,236,111
Share consideration		37,923,860
Total cost of investment		60,159,971
Less: Net assets value		13,258,057
Original excess purchase price	$	46,901,914
Fair value adjustments
Real Property		76,000
New intangibles:
Patents		17,275,000
Process know-how (IPR&D)		2,599,000
Order backlog		247,000
Total intangibles acquired	$	20,121,000
Deferred tax liability arising from the recognition of intangibles and real property valuation		(4,444,000	)
Deferred tax assets on tax losses carried forward		1,915,000
Remaining Goodwill	$	29,233,914