Lanzatech Global, Inc. current report, 07 December 2022

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Business Context and Reporting Period

This Form 8-K was filed by AMCI Acquisition Corp. II on December 7, 2022, regarding amendments to its proposed business combination with LanzaTech NZ, Inc. Following completion, LanzaTech would become a wholly owned subsidiary of AMCI. The filing does not provide operating results for LanzaTech Global, Inc. or a financial reporting period.

Key Financial and Capital Structure Matters

  • The minimum required Acquiror Closing Cash Amount was reduced from $250 million to $230 million.
  • Net proceeds from the AM SAFE and Brookfield SAFE will be included in the Acquiror Closing Cash Amount.
  • If the Brookfield SAFE remains unexercised at closing, AMCI will assume it on its existing terms, and the holder will be entitled to receive AMCI common stock after closing.
  • AMCI agreed to use commercially reasonable efforts to enter into non-redemption or similar agreements if it becomes reasonably apparent that closing cash would be below $230 million.
  • The filing provides no clear values for revenue, profit, cash flow, margins, debt balances, liquidity balances, or transaction proceeds beyond the stated $230 million minimum cash threshold.

Material Changes Versus the Prior Comparable Filing

  • The merger outside date was extended from December 7, 2022, to February 28, 2023.
  • LanzaTech’s right to terminate the merger agreement based on AMCI’s failure to obtain additional subscription or non-redemption agreements was eliminated.
  • The Sponsor Support Agreement was amended to reduce the number of promote shares subject to forfeiture by the number of promote shares transferred to holders of AMCI Class A common stock covered by non-redemption agreements.
  • PIPE subscription agreements were extended to February 28, 2023, and the PIPE investors consented to the merger agreement amendments.

Guidance, Outlook, Risks, and Unusual Items

  • Closing remains subject to stockholder approvals and other customary closing conditions, which may be satisfied or waived.
  • The transaction remains dependent on achieving the $230 million minimum Acquiror Closing Cash Amount, including through potential non-redemption arrangements.
  • The Brookfield SAFE may result in the issuance of additional AMCI common stock if it remains outstanding after closing, creating potential dilution.
  • The filing states that the merger agreement’s representations, warranties, covenants, and other provisions should not be relied upon as factual characterizations of the parties’ current condition.
  • AMCI directed investors to review the Form S-4, preliminary and definitive proxy statement/prospectus, and related SEC filings before making voting or investment decisions.

Investor Verification Items

  1. Verify whether the business combination received required stockholder approvals and closed by the February 28, 2023 outside date.
  2. Confirm the actual Acquiror Closing Cash Amount and whether it met the $230 million minimum.
  3. Review the final treatment, exercise status, and potential dilution from the AM SAFE and Brookfield SAFE.
  4. Determine the amount of PIPE funding and non-redemption commitments ultimately obtained.
  5. Review the definitive proxy statement/prospectus and subsequent SEC filings for updated transaction terms, capitalization, liquidity, and LanzaTech operating results.