Filing summary
Important identity and period note: The filing is AMCI Acquisition Corp. II’s Form 10-K, filed March 25, 2022, for the fiscal year ended December 31, 2021 (from its January 28, 2021 inception). It is not an operating-company 10-K for LanzaTech Global, Inc. AMCI was a shell SPAC; the proposed LanzaTech transaction was announced after year-end and is not reflected as completed.
Business context and reporting period
AMCI was formed to acquire a business, with a stated focus on decarbonization and sustainability in heavy industry. It completed a $150 million IPO in August 2021 and held approximately $150.006 million in its trust account at year-end. It had no operations or operating revenue during the reporting period.
Key financial metrics
| Metric | FY 2021 / December 31, 2021 |
|---|---|
| Revenue | None; AMCI had not begun operating. |
| Net income | $46,738 for the period since inception; basic and diluted earnings per share were $0.01. |
| Operating expenses | $1.388 million loss from operations, including general and administrative, related-party, capital-based tax, and franchise tax expenses. |
| Notable non-operating items | $1.905 million gain from changes in fair value of warrant liabilities; $476,450 of offering costs allocated to warrant liabilities; $6,015 of trust investment income. |
| Cash flow | $510,017 used in operating activities; $150 million used in investing activities, principally the trust deposit; $150.853 million provided by financing activities; ending operating cash was $343,399. |
| Liquidity and assets | $680,933 in current assets, including $343,399 cash; $150.006 million in trust investments; total assets of $150.872 million. |
| Liabilities and equity | Total liabilities of $11.611 million, including $5.25 million deferred underwriting commissions and $5.61 million warrant liabilities. Working capital deficit was approximately $0.1 million; stockholders’ deficit was $10.740 million. |
| Debt | No working-capital loans were outstanding at year-end. The filing describes possible sponsor or insider loans but no obligation to provide them. |
Material changes and unusual items
- This is AMCI’s first reporting year, so the filing does not provide a prior comparable operating period.
- AMCI classified all 15 million public Class A shares as temporary equity because they were redeemable, at $10.00 per share. The resulting $18.406 million accretion contributed to the reported accumulated deficit.
- Warrants were classified as derivative liabilities and remeasured at fair value, making reported earnings sensitive to warrant-price movements. The $1.905 million fair-value gain was not operating revenue.
- Management reported a material weakness in internal control over financial reporting, related to accounting for complex financial instruments and redeemable shares. Disclosure controls were deemed ineffective at December 31, 2021. The filing says the issue led to a restatement of the August 6, 2021 balance sheet.
Outlook, transaction, risks, and contingencies
- Proposed LanzaTech transaction: On March 8, 2022, after the reporting period, AMCI agreed to acquire LanzaTech NZ, Inc. for equity consideration valued at $1.817 billion, priced at $10 per New LanzaTech share. Closing was subject to stockholder approvals, regulatory and listing conditions, and other customary conditions; the 10-K does not treat the deal as completed.
- Proposed funding: Subscription agreements contemplated a $125 million PIPE at $10 per share. A closing condition required at least $250 million of cash, including remaining trust funds and subscription proceeds, net of transaction expenses, as well as at least $5,000,001 in net tangible assets.
- Going concern: The auditor’s report and management stated that substantial doubt existed about AMCI’s ability to continue as a going concern, citing limited cash and working capital and the need to complete a business combination. The financial statements were not adjusted for this uncertainty.
- Deadline and redemption: AMCI had until August 6, 2023 to complete a business combination. If it failed, it would generally redeem public shares from the trust and liquidate; warrants would expire worthless.
- Key risks: High redemptions could undermine transaction funding or minimum-cash conditions; additional financing might be unavailable or dilutive. The filing also highlights SPAC competition, COVID-19 uncertainty, third-party claims against trust assets, sponsor conflicts, possible dilution, and risks associated with completing or integrating a target.
- Other contingencies: A $5.25 million deferred underwriting commission was payable upon a completed combination. The sponsor agreed to limited indemnification for certain third-party claims that reduce trust funds, but AMCI had not verified the sponsor’s ability to pay. No material legal proceedings were reported.
Most important facts for investors to verify
- Confirm the filing entity and period: this is AMCI’s 2021 SPAC 10-K, not LanzaTech’s operating-company financial statements.
- Review LanzaTech’s separate audited financial statements, business outlook, liquidity needs, and transaction materials; none are provided as operating results in this filing.
- Verify whether the proposed $125 million PIPE and the $250 million minimum-cash condition were ultimately satisfied after redemptions, expenses, and any other financing.
- Assess the status and remediation of AMCI’s material weakness and the implications of its going-concern disclosure.
- Review the definitive merger terms, share dilution and conversion mechanics, redemption outcomes, and any subsequent amendments or closing disclosures.