Item 1.01. Entry into a Material Definitive Agreement.
Amendment to the Merger Agreement
As previously announced, on March 8, 2022, AMCI Acquisition Corp. II, a Delaware
corporation ("AMCI"), entered into an Agreement and Plan of Merger with AMCI
Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of AMCI
("Merger Sub"), and LanzaTech NZ, Inc. ("LanzaTech"), a Delaware corporation
(the "Merger Agreement"). If the Merger Agreement and the transactions
contemplated thereby (the "Business Combination") are approved by AMCI's
stockholders and LanzaTech's stockholders, and the closing conditions in the
Merger Agreement are satisfied or waived, then, among other things, upon the
terms and subject to the conditions of the Merger Agreement and in accordance
with Delaware General Corporation Law, Merger Sub will merge with and into
LanzaTech, with LanzaTech surviving the merger as a wholly owned subsidiary of
AMCI). Any capitalized terms used herein and not otherwise defined have the
meaning ascribed to them in the Merger Agreement, as amended by the Merger
Agreement Amendment.
On December 7, 2022, AMCI, Merger Sub and LanzaTech entered into Amendment No.1
to the Merger Agreement (the "Merger Agreement Amendment"). The Merger Agreement
Amendment amends the Merger Agreement to provide for, among other things, (i)
the inclusion of the aggregate net proceeds from each of the AM SAFE and
Brookfield SAFE in the Acquiror Closing Cash Amount, (ii) the reduction of the
Minimum Acquiror Closing Cash Amount from $250,000,000 to $230,000,000, (iii) to
the extent that the Brookfield SAFE remains unexercised at the closing of the
Business Combination (the "Closing"), it will be assumed by AMCI, remain in
effect on the same terms and conditions as are in effect prior to the Closing
and thereafter entitle the holder thereof to be issued shares of common stock in
AMCI after the Closing, (iv) in the event that it becomes reasonably apparent to
the parties that the Acquiror Closing Cash Amount will be less than the Minimum
Acquiror Closing Cash Amount, AMCI will use commercially reasonable efforts to
enter into non-redemption agreements, or similar agreements, as may be necessary
such that the Acquiror Closing Cash Amount will not be less than the Minimum
Acquiror Closing Cash Amount, (v) the extension of the outside date applicable
to the Closing from December 7, 2022 to February 28, 2023 and (vi) the
elimination of LanzaTech's right to terminate the Merger Agreement if AMCI fails
to enter into additional subscription agreements or non-redemption agreements
prior to July 7, 2022 such that the amount equal to (a) the PIPE Investment
Amount plus (b) the amount equal to (I) the aggregate number of shares of AMCI's
class A common stock subject to non-redemption agreements multiplied by (II)
$10.00 plus (c) the net proceeds from the AM SAFE to LanzaTech minus (d) the
Company Transaction Expenses minus (e) the Acquiror Transaction Expenses minus
(f) any other amount with respect to which AMCI has liability for payment at the
Closing is less than the Minimum Acquiror Closing Cash Amount.
Other than as expressly modified pursuant to the Merger Agreement Amendment, the
Merger Agreement, which was previously filed as Exhibit 2.1 to the Current
Report on Form 8-K filed with the U.S. Securities and Exchange Commission
("SEC") by AMCI on March 8, 2022, remains in full force and effect. The
foregoing description of the Merger Agreement Amendment is not complete and is
qualified in its entirety by reference to the full text of the Merger Agreement
Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated
herein by reference. The Merger Agreement contains representations, warranties
and covenants that the parties to the Merger Agreement made to each other as of
the date of the Merger Agreement or other specific dates as expressly set forth
therein. The Merger Agreement has been incorporated by reference herein to
provide investors with information regarding its terms and is not intended to
provide any other factual information about AMCI, LanzaTech, Merger Sub or any
other person. In particular, the representations, warranties, covenants and
agreements contained in the Merger Agreement were solely for the benefit of the
parties to the Merger Agreement, may be subject to limitations agreed upon by
the contracting parties (including being qualified by confidential disclosures
made for the purposes of allocating contractual risk between the parties to the
Merger Agreement instead of establishing these matters as facts) and may be
subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors and reports and documents filed with
the SEC. Investors should not rely on the representations, warranties, covenants
and agreements, or any descriptions thereof, as characterizations of the actual
state of facts or condition of any party to the Merger Agreement. In addition,
the representations, warranties, covenants and agreements and other terms of the
Merger Agreement may be subject to subsequent waiver or modification. Moreover,
information concerning the subject matter of the representations and warranties
and other terms may change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in AMCI's public
disclosures.
Amendment to the Sponsor Support Agreement
As previously announced, on March 8, 2022, AMCI entered into a Sponsor Support
Agreement with AMCI Sponsor II LLC, a Delaware limited company (the "Sponsor"),
and LanzaTech (as amended, the "Sponsor Support Agreement").
On December 7, 2022, the Sponsor, AMCI and LanzaTech entered into the Amendment
No. 1 to the Sponsor Agreement (the "Sponsor Agreement Amendment"). The Sponsor
Agreement Amendment reduces the number of Promote Shares subject to forfeiture
by the aggregate number of Promote Shares subject to transfer to any holder of
AMCI Class A common stock subject to a non-redemption agreement. Any capitalized
terms used herein and not otherwise defined have the meaning ascribed to them in
the Sponsor Support Agreement.
Other than as expressly modified pursuant to the Sponsor Agreement Amendment,
the Sponsor Support Agreement, which was previously filed as Exhibit 10.4 to the
Current Report on Form 8-K filed with the SEC by AMCI on March 8, 2022, remains
in full force and effect. The foregoing description of the Sponsor Agreement
Amendment is not complete and is qualified in its entirety by reference to the
full text of the Sponsor Agreement Amendment, a copy of which is filed as
Exhibit 10.1 hereto and is incorporated herein by reference.
Amendments to the Subscription Agreements
As previously announced, on March 8, 2022, AMCI entered into subscription
agreements (the "Initial Subscription Agreements") with certain accredited
investors and qualified institutional buyers (collectively, the "Initial PIPE
Investors"), including certain current stockholders and partners of LanzaTech
and an affiliate of the Sponsor. As previously announced, on October 18, 2022,
AMCI entered into additional subscription agreements (the "Additional
Subscription Agreements," and, together with the Initial Subscription
Agreements, the "Subscription Agreements") with certain accredited investors
(collectively, the "Additional PIPE Investors," and, together with the Initial
PIPE Investors, the "PIPE Investors").
On December 7, 2022, AMCI entered into an Amendment and Consent with each PIPE
Investor with respect to such investor's Subscription Agreements (each, a "PIPE
Amendment and Consent"). Each PIPE Amendment and Consent includes an extension
of the outside date of the applicable Subscription Agreement from December 7,
2022 to February 28, 2023, and provides the applicable PIPE Investor's consent
to the Merger Agreement Amendment.
Other than as expressly modified pursuant to the applicable PIPE Amendment and
Consent, each of the Initial Subscription Agreements, the form of which was
previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed with
the SEC by AMCI on March 8, 2022, and the Additional Subscription Agreements,
the form of which was previously filed as Exhibit 10.1 to the Current Report on
Form 8-K filed with the SEC by AMCI on October 24, 2022, remain in full force
and effect. The foregoing description of the PIPE Amendment and Consent is not
complete and is qualified in its entirety by reference to the full text of the
forms of PIPE Amendment and Consent, copies of which are filed as Exhibits 10.2
and 10.3 hereto and are incorporated herein by reference.
Important Information About the Business Combination and Where to Find It
The Business Combination will be submitted to stockholders of AMCI for their
consideration. AMCI has filed a registration statement on Form S-4 (as amended,
the "Registration Statement") relating to the Business Combination, which
includes both a preliminary 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 preliminary proxy statement/prospectus and any amendments thereto
and, when available, the definitive proxy statement/prospectus, as well as other
documents filed by AMCI with the SEC, because these documents will contain
important information about AMCI, LanzaTech and the Business Combination. After
the Registration Statement is declared effective, AMCI will mail the definitive
proxy statement/prospectus to its stockholders as of a record date to be
established for voting on the proposed Business Combination. Stockholders will
also be able to obtain a copy of the Registration Statement, including the
preliminary proxy statement/prospectus and, once available, 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
Business Combination described in this Current Report under the rules of the
SEC. Information about the directors and executive officers of AMCI is set forth
in the Registration Statement (and will be 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 Business Combination is set forth in the
Registration Statement (and will be included in the definitive proxy
statement/prospectus). Stockholders, potential investors and other interested
persons should read the proxy statement/prospectus carefully before making any
voting or investment decisions. These documents can be obtained free of charge
from the sources indicated above.
Non-Solicitation
This Current Report shall not constitute a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
2.1 Amendment No. 1 to Agreement and Plan of Merger, dated as of
December 7, 2022, by and among AMCI Acquisition Corp. II, AMCI
Merger Sub, Inc. and LanzaTech NZ, Inc.
10.1 Amendment No. 1 to Sponsor Support Agreement, dated as of
December 7, 2022, by and among AMCI Sponsor II LLC, AMCI
Acquisition Corp. II, and LanzaTech NZ, Inc.
10.2 Form of Amendment and Consent of Initial PIPE Investors.
10.3 Form of Amendment and Consent of Additional PIPE Investors.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).© Edgar Online, source Glimpses
AMCI ACQUISITION CORP. II 
