Lanzatech Global, Inc. current report, 12 December 2022

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Business Context and Reporting Period

This Form 8-K was filed by AMCI Acquisition Corp. II, in connection with its proposed business combination with LanzaTech NZ, Inc. The earliest reported event occurred on December 12, 2022; the report was signed on December 16, 2022. If completed, LanzaTech would become a wholly owned subsidiary of AMCI.

Material Event: Project DRAGON Grant

LanzaTech UK Limited, a wholly owned LanzaTech subsidiary, was awarded a grant by the UK Secretary of State for Transport to fund front-end engineering design and related development activities for Project DRAGON in Port Talbot, South Wales.

  • The proposed facility would convert waste sources into low-carbon ethanol.
  • The ethanol would be converted into sustainable aviation fuel and diesel fuel using LanzaJet’s alcohol-to-jet technology.
  • LanzaTech holds a significant minority interest in LanzaJet.
  • The UK Authority agreed to provide up to £24.961 million upon achievement of specified milestones.
  • The grant period expires March 31, 2025.

Financial Metrics and Liquidity

The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating financial metrics. It does not state the amount of grant funding received as of the filing date; the maximum award is contingent on milestone achievement.

Changes Versus Prior Period

The filing does not provide comparative-period financial information. The material change disclosed is the execution of the Project DRAGON grant agreement and the related potential government funding.

Outlook, Conditions, and Risks

  • Grant payments depend on achievement of specified milestones and compliance with reporting, audit, and expense-documentation obligations.
  • If LanzaTech UK defaults, the UK Authority may suspend or reduce payments, require repayment with interest, or terminate the agreement.
  • Either party may terminate the agreement for convenience on 28 days’ written notice. Unspent funds must be returned upon termination.
  • Intellectual property developed through grant-funded activities and included in periodic reports will belong to the UK Authority; pre-existing or separately developed intellectual property remains with its respective owner.
  • LanzaTech UK provided indemnification to the UK Authority for specified claims arising from its actions or omissions. The UK Authority’s liability is generally limited to paying grant amounts when due.
  • The proposed AMCI-LanzaTech business combination remained subject to stockholder approval and satisfaction or waiver of closing conditions.

Important Facts for Investors to Verify

  • Whether the AMCI-LanzaTech business combination receives required stockholder approvals and closes.
  • The specific milestones, timing, and amount of Project DRAGON funding ultimately received.
  • The feasibility, financing, permitting, construction timeline, and commercial viability of the proposed Port Talbot facility.
  • The ownership and licensing implications for intellectual property developed with grant support.
  • The financial condition, cash requirements, debt, and operating outlook of the combined company, which are not provided in this filing.