Lanzatech Global, Inc. current report, 16 August 2022

Vollständiges Dokument

Filing Overview

Registrant: AMCI Acquisition Corp. II. This Form 8-K was furnished on August 16, 2022, in connection with the proposed business combination with LanzaTech NZ, Inc. The report was signed on August 17, 2022. The filing provides Regulation FD disclosure regarding LanzaTech’s historical financial statements.

Financial Position and Performance

The filing does not provide clear figures for revenue, profit or loss, cash flow, margins, debt, liquidity, or other operating metrics. It states that LanzaTech’s previously issued audited consolidated financial statements for the fiscal years ended December 31, 2021 and December 31, 2020 should no longer be relied upon.

Material Changes Versus Prior Periods

  • LanzaTech expects to restate its consolidated financial statements for fiscal years 2021 and 2020.
  • The restatement primarily concerns intra-entity profit eliminations between LanzaTech and LanzaJet, Inc.
  • Certain audit adjustments by LanzaJet, an equity-method investee, will affect the amount of equity-method losses recognized by LanzaTech during the affected periods.
  • Deloitte & Touche LLP’s audit opinions and prior investor presentations or other communications describing the affected financial statements should no longer be relied upon.
  • The restated financial statements are intended to be included in an amendment to AMCI’s Form S-4 registration statement for the proposed business combination.

Outlook, Risks and Other Matters

  • LanzaTech stated that its existing outlook for the sustainable aviation fuel market and LanzaJet remains unchanged.
  • LanzaTech’s previously announced right to receive additional LanzaJet shares upon the second tranche of investor investments in LanzaJet also remains unchanged.
  • The business combination remains subject to stockholder approval and other closing conditions, including the level of AMCI stockholder redemptions and the ability to list the combined company’s securities.
  • Disclosed risks include uncertainty in LanzaTech’s projected financial information, the ability to realize expected transaction benefits, financing needs, development activities, industry partnerships, intellectual property, market opportunities, COVID-19 impacts, and other risks described in the Form S-4.
  • The disclosure is furnished under Item 7.01 and is not deemed filed for Section 18 liability purposes or incorporated by reference, except where expressly stated.

Facts Investors Should Verify

  • Review the amended Form S-4 and the final restated financial statements for the quantified effects on 2020 and 2021 results, equity-method losses, assets, liabilities, and equity.
  • Confirm whether Deloitte issues revised audit opinions and identify any additional accounting adjustments.
  • Assess the effect of the restatement on transaction valuation, projected financial information, financing requirements, and closing conditions.
  • Verify AMCI stockholder redemption levels, required approvals, and the combined company’s expected listing status.
  • Evaluate whether LanzaTech’s sustainable aviation fuel outlook and LanzaJet share entitlement remain supported by updated financial and operating information.