Lanzatech Global, Inc. current report, 20 January 2023

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Business Context and Reporting Period

This Form 8-K was filed by AMCI Acquisition Corp. II on January 20, 2023, reporting an event dated January 19, 2023. The filing concerns financing for the closing of AMCI’s proposed business combination with LanzaTech NZ, Inc. The filing itself does not report operating results for LanzaTech Global, Inc.; the registrant identified is AMCI Acquisition Corp. II.

Key Financial Metrics and Liquidity

  • AMCI drew $1,274,276 under an unsecured convertible promissory note issued to AMCI Sponsor II LLC.
  • The borrowing was used for expenses relating to the closing of the Business Combination.
  • The Sponsor Convertible Note permits aggregate borrowings of up to $1,500,000.
  • All unpaid principal is due on the earlier of August 6, 2023, or the effective date of the initial business combination.
  • The filing provides no revenue, profit, cash flow, margin, operating expense, or other performance metrics.

Material Changes Versus the Prior Comparable Period

The material event is the January 19, 2023 drawdown of $1,274,276 under the Sponsor Convertible Note. This increased AMCI’s outstanding sponsor financing and created a related short-term financial obligation. No comparable-period operating or financial results are provided.

Terms, Outlook, Risks, and Unusual Items

  • The Sponsor may convert outstanding amounts into warrants at any time through the maturity date at a conversion price of $1.00 per warrant.
  • Each warrant would entitle the holder to purchase one Class A common share at an exercise price of $11.50, subject to specified adjustments.
  • Nimesh Patel, AMCI’s Chief Executive Officer, is the managing member of the Sponsor, creating a related-party aspect to the financing.
  • The filing references the pending Business Combination with LanzaTech and the related registration statement and definitive proxy statement/prospectus.
  • Completion of the Business Combination, future performance, and other transaction-related statements are subject to risks, uncertainties, assumptions, regulatory matters, stockholder approval, financing conditions, and other factors described in the registration statement and proxy materials.
  • The filing contains broad forward-looking statement disclaimers and does not provide financial guidance.

Important Facts for Investors to Verify

  • Confirm whether the Business Combination with LanzaTech was completed and the effective date of the transaction.
  • Review the Sponsor Convertible Note for final outstanding principal, conversion activity, maturity mechanics, and warrant issuance.
  • Assess the related-party relationship involving AMCI’s CEO and the Sponsor.
  • Review the definitive proxy statement/prospectus and subsequent SEC filings for transaction consideration, redemption levels, capitalization, liquidity, and operating forecasts.
  • Verify the registrant and reporting entity, because this filing is by AMCI Acquisition Corp. II rather than an operating company named LanzaTech Global, Inc.