Item 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
As previously reported, on March 28, 2022, AMCI Acquisition Corp. II (the
"Company") issued an unsecured convertible promissory note (the "Sponsor
Convertible Note") to AMCI Sponsor II LLC (the "Sponsor"), pursuant to which the
Company may borrow up to $1,500,000 from the Sponsor for expenses related to an
initial business combination. On January 19, 2023, the Company drew $1,274,276
under the Sponsor Convertible Note for expenses relating to the closing of its
business combination (the "Business Combination") with LanzaTech NZ, Inc.
("LanzaTech").
All unpaid principal under the Sponsor Convertible Note will be due and payable
in full on the earlier of (i) August 6, 2023 and (ii) the effective date of an
initial business combination (such earlier date, the "Maturity Date"). The
Sponsor will have the option, at any time on or prior to the Maturity Date, to
convert any amounts outstanding under the Sponsor Convertible Note into warrants
to purchase shares of the Company's Class A common stock, par value $0.0001 per
share ("Class A common stock"), at a conversion price of $1.00 per warrant, with
each warrant entitling the holder to purchase one share of Class A common stock
at a price of $11.50 per share, subject to the same adjustments applicable to
the private placement warrants sold concurrently with the Company's initial
public offering. As previously disclosed, Nimesh Patel, the Company's Chief
Executive Officer, is the managing member of the Sponsor.
The foregoing description of the Sponsor Convertible Note does not purport to be
complete and is qualified in its entirety by the provisions of the Sponsor
Convertible Note, which was filed as Exhibit 10.1 to the Company's Current
Report on Form 8-K filed on March 28, 2022 and is incorporated by reference
herein.
Important Information About the Business Combination and Where to Find It
AMCI has filed a registration statement on Form S-4 (the "Registration
Statement") with the Securities and Exchange Commission (the "SEC") which
includes both a prospectus with respect to the combined company's securities to
be issued in connection with the Business Combination and a proxy statement to
be distributed to AMCI's stockholders in connection with AMCI's solicitation of
proxies for the vote by its stockholders in connection with the Business
Combination and other matters as described in the Registration Statement. AMCI
urges its investors, stockholders and other interested persons to read the
definitive proxy statement/prospectus, as well as other documents filed by AMCI
with the SEC, because these documents contain important information about AMCI,
LanzaTech and the Business Combination. AMCI has mailed the definitive proxy
statement/prospectus to its stockholders of record as of December 28, 2022, the
record date for voting on the proposed business combination. Stockholders can
also obtain a copy of the Registration Statement, including the definitive proxy
statement/prospectus, as well as other documents filed with the SEC regarding
the Business Combination and other documents filed by AMCI with the SEC, without
charge, at the SEC's website located at www.sec.gov or by directing a request
to: AMCI Acquisition Corp. II, 600 Steamboat Road, Greenwich, CT 06830.
Participants in the Solicitation
AMCI and LanzaTech and their respective directors and executive officers may be
considered participants in the solicitation of proxies with respect to the
proposed Business Combination under the rules of the SEC. Information about the
directors and executive officers of AMCI is set forth in the Registration
Statement and included in the definitive proxy statement/prospectus. Information
regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of AMCI stockholders in connection with the
proposed Business Combination is set forth in the Registration Statement and
included in the definitive proxy statement/prospectus. Stockholders, potential
investors and other interested persons should read the definitive proxy
statement/prospectus carefully before making any voting or investment decisions.
These documents can be obtained free of charge from the sources indicated above.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements regarding,
among other things, the plans, strategies and prospects, both business and
financial, of AMCI and LanzaTech. These statements are based on the beliefs and
assumptions of the management of AMCI and LanzaTech, respectively. Although AMCI
and LanzaTech believe that their respective plans, intentions and expectations
reflected in or suggested by these forward-looking statements are reasonable,
neither AMCI nor LanzaTech can assure you that either will achieve or realize
these plans, intentions or expectations. Forward-looking statements are
inherently subject to risks, uncertainties and assumptions. Generally,
statements that are not historical facts, including statements concerning
possible or assumed future actions, business strategies, events or results of
operations, are forward-looking statements. These statements may be preceded by,
followed by or include the words "believes," "estimates," "expects," "projects,"
"forecasts," "may," "will," "should," "seeks," "plans," "scheduled,"
"anticipates," "intends" or similar expressions. The forward-looking statements
are based on projections prepared by, and are the responsibility of, AMCI's
management and LanzaTech's management, respectively. These forward-looking
statements are not guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties, assumptions and
other important factors, many of which are outside the control of AMCI and
LanzaTech, that could cause actual results or outcomes to differ materially from
those discussed in the forward-looking statements. New risk factors that may
affect actual results or outcomes emerge from time to time and it is not
possible to predict all such risk factors, nor can AMCI or LanzaTech assess the
impact of all such risk factors on its business, or the extent to which any
factor or combination of factors may cause actual results to differ materially
from those contained in any forward-looking statements. Forward-looking
statements are not guarantees of performance. You should not put undue reliance
on these statements, which speak only as of the date hereof. All forward-looking
statements attributable to AMCI, LanzaTech or persons acting on their behalf are
expressly qualified in their entirety by the foregoing cautionary statements.
AMCI and LanzaTech prior to the Business Combination, and the combined company
following the Business Combination, undertake no obligations to update or revise
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Non-Solicitation
This Current Report on Form 8-K shall not constitute a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the proposed Business Combination and shall not constitute an
offer to sell or a solicitation of an offer to buy any securities, nor shall
there be any sale of securities, in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction. No
offer of securities shall be made except by means of a prospectus meeting the
requirements of the Securities Act of 1933, as amended.
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