Business Context and Reporting Period
This Form 8-K was filed by AMCI Acquisition Corp. II, not Lanzatech Global, Inc., on November 15, 2021, with a signature dated November 16, 2021. The company is a special purpose acquisition company whose securities trade on Nasdaq under AMCIU, AMCI, and AMCIW.
The filing reports an accounting reassessment related to the company’s August 6, 2021 initial public offering and previously issued financial statements for the period ended June 30, 2021.
Key Financial Matters
- The company determined that all Public Shares should have been classified as temporary equity rather than partially classified as permanent equity.
- The filing does not provide revised amounts for total equity, liabilities, assets, net loss, cash flow, margins, debt, or liquidity.
- Management stated that the accounting reclassification is not expected to affect the company’s cash position or cash held in the IPO Trust Account.
- The filing does not provide a clear value for the Trust Account or other cash balances.
Material Changes Versus Prior Periods
- Management and the audit committee concluded that the audited balance sheet as of August 6, 2021, and the unaudited financial statements included in the Form 10-Q for the quarter ended June 30, 2021, should no longer be relied upon.
- The company intends to restate the affected financial statements in its Form 10-Q for the quarter ended September 30, 2021.
- The prior classification had treated a portion of the Public Shares as permanent equity to maintain stockholders’ equity above $5 million, based on the company’s redemption limitation. The reassessment concluded that the share provisions require all Public Shares to be classified as temporary equity.
Guidance, Risks, Contingencies, and Unusual Items
- Management identified a material weakness in internal control over financial reporting and concluded that disclosure controls and procedures were not effective.
- The company expects to describe its remediation plan in greater detail in the Q3 Form 10-Q.
- Management and the audit committee discussed the matter with the company’s independent registered public accounting firm.
- The filing contains forward-looking statements concerning the restatement, cash position, Trust Account, and remediation measures. Actual results may differ, and the company does not undertake to update those statements.
Investor Verification Checklist
- Confirm the restated classification and amounts of Public Shares and temporary equity in the Q3 Form 10-Q.
- Review the impact of the restatement on total stockholders’ equity, balance-sheet presentation, and any previously reported financial metrics.
- Assess the material weakness, remediation plan, and subsequent conclusions regarding disclosure controls and internal control over financial reporting.
- Verify the reported cash balance and Trust Account balance, which the filing states are not expected to change but does not quantify.
- Confirm the correct issuer: this filing identifies AMCI Acquisition Corp. II rather than Lanzatech Global, Inc.