Item 1.01. Entry into a Material Definitive Agreement.
Forward Purchase 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 (as
amended on December 7, 2022, the "Merger Agreement"). The transactions
contemplated by the Merger Agreement, as amended, are hereinafter referred to as
the "Business Combination."
On February 3, 2023, AMCI, LanzaTech and ACM ARRT H LLC (the "Seller") entered
into an agreement (the "Forward Purchase Agreement") for an over-the-counter
Equity Prepaid Forward Transaction (the "Forward Purchase Transaction"). For
purposes of the Forward Purchase Agreement, AMCI and LanzaTech are referred to
as the "Counterparty" prior to and after the Business Combination, respectively.
Pursuant to the terms of the Forward Purchase Agreement, the Seller may, but is
not obligated to, purchase through a broker in the open market up to 10,000,000
Class A common shares, par value $0.0001 per share, of AMCI ("AMCI Shares")
before the closing of the Business Combination (the "Closing") from holders of
AMCI Shares (other than AMCI), including from holders who have previously
elected to redeem their AMCI Shares (such purchased AMCI Shares, and the
successor shares following the Closing, the "Recycled Shares") in connection
with the Business Combination pursuant to the redemption rights set forth in
AMCI's Amended and Restated Certificate of Incorporation (such holders,
"Redeeming Holders"). The aggregate total number of shares subject to the
Forward Purchase Agreement (the "Number of Shares") will be the number of shares
set forth on the Pricing Date Notice (as defined in the Forward Purchase
Agreement), but in no event more than 10,000,000 shares. The Number of Shares is
subject to reduction following termination of the Forward Purchase Agreement
with respect to the Recycled Shares as described under "Optional Early
Termination" in the Forward Purchase Agreement. Unless in connection with an
optional early termination, the Seller has agreed to hold the Recycled Shares in
a bankruptcy remote special purpose vehicle for the benefit of the Counterparty.
The Seller also may not beneficially own greater than 9.9% of the AMCI Shares on
a post-combination basis.
The Forward Purchase Agreement provides that no later than the earlier of
(a) one business day after the Closing and (b) the date any assets from AMCI's
trust account are disbursed in connection with the Business Combination, the
Seller will be paid directly, out of the funds held in AMCI's trust account, an
amount (the "Prepayment Amount") equal to (x) the product of (i) the redemption
price per share payable to investors who elected to redeem in connection with
the Business Combination (the "Redemption Price") and (ii) the Number of Shares
specified at the outset of the Forward Purchase Transaction (the "Prepayment
Amount") less (y) an amount determined by the Counterparty of up to $2,500,000
(the "Prepayment Shortfall"), which will be retained in the Counterparty's trust
account. As of February 3, 2023, $152,360,374 of investments and cash were held
in the trust account.
The Counterparty has agreed to file a registration statement with the U.S.
Securities and Exchange Commission (the "SEC") registering the resale of the
Recycled Shares and the Share Consideration (as defined below) (the
"Registration Statement") under the Securities Act of 1933, within 45 days
following the request of the Seller, which will not be prior to the redemption
deadline for the AMCI Shares or after the Maturity Date (as defined below). From
time to time following the Closing and only after the effectiveness of the
Registration Statement (the "Registration Statement Effective Date"), the Seller
may, at its discretion, provide a shortfall sale notice to the Counterparty
without a payment obligation to the Counterparty (the "Shortfall Sales") until
such time as the aggregate amount indicated on such shortfall sale notices
equals the Prepayment Shortfall. The Prepayment Shortfall will increase by
$7,500,000 if the Counterparty fails to repay to the Seller the Prepayment
Shortfall in full within 30 days from the Closing. For 30 days following the
Closing, the Seller will not sell any Recycled Shares at a price below $10.00
per share. The Counterparty has agreed that it will not issue any shares, or
securities or debt that is convertible, exercisable or exchangeable into shares
until the gross proceeds indicated in the shortfall sales notices equal the
Prepayment Shortfall, except under certain circumstances as further described in
the Forward Purchase Agreement. The Seller in its sole discretion may request
warrants of the Counterparty exercisable for shares in an amount equal to
(i) 10,000,000 shares less (ii) (a) the number of Recycled Shares at the outset
of the Forward Purchase Transaction plus (b) the number of shares indicated on
the shortfall sale notice by the Seller that reduces the Prepayment Shortfall
(the "Shortfall Warrants"). The Shortfall Warrants will have an exercise price
equal to the Reset Price.
The Seller may also, at its discretion and at any time, provide a notice under
"OET Sales." The Seller may deliver an OET notice and return to the Counterparty
the product of the Reset Price and the number of shares listed on the OET
notice. Following the Closing, the reset price (the "Reset Price") will
initially be the per share Redemption Price; provided, however, that the Reset
Price may be reduced to any lower price at which the Counterparty sells, issues
or grants any shares or securities convertible or exchangeable into shares
(other than grants or issuances under the Counterparty's equity compensation
plans or shares underlying warrants issued in connection with the Business
Combination), subject to certain exceptions.
The maturity date will be the third anniversary of the Closing (the "Maturity
Date"). Upon the occurrence of the Maturity Date, the Counterparty is obligated
to pay to Seller an amount equal to the product of (1) (a) the lesser of the
Maximum Number of Shares and 7,500,000 less (b) the number of Terminated Shares
multiplied by (2) $2.00, or $3.25 if the Counterparty fails to repay to the
Seller the Prepayment Shortfall in full within 30 days of the closing of the
Business Combination (the "Maturity Consideration"). At the Maturity Date, the
Counterparty will be entitled to deliver the Maturity Consideration to the
Seller in cash or shares calculated based on the average daily VWAP Price over
30 trading days ending on the later of the Maturity Date and the date on which
such shares are registered. The Maturity Date may be accelerated by Seller, at
its discretion, if, among other termination events, following the Closing, the
VWAP Price is below (i) if the Counterparty has not repaid the Prepayment
Shortfall in full, then (a) $3.00 per Share for any 20 trading days during a 30
consecutive trading day-period that ends during the first 90 days after the date
of the Forward Purchase Agreement, and (b) $6.00 per Share thereafter, and
(b) if the Counterparty has repaid the Prepayment Shortfall in full, then
(1) $2.00 per Share for any 50 trading days during a 60 consecutive trading
day-period that ends during the first 90 days after the date of the Forward
Purchase Agreement, and (2) $3.00 per share thereafter. In addition to the
Prepayment Amount and the Maturity Consideration, on the Maturity Date, the
Counterparty has agreed to pay to the Seller an amount equal to the product of
(x) 500,000 and (y) the Redemption Price (the "Share Consideration").
The Forward Purchase Agreement may be terminated by any of the parties thereto
if any of the following events occur: (a) failure to consummate the Business
Combination on or before the Termination Date (as defined in the Merger
Agreement), as such Termination Date may be amended or extended from time to
time, (b) termination of the Merger Agreement prior to the Closing, (c) the
initial Pricing Date Notice provides for less than 4,000,000 AMCI Shares, or
(d) the resale registration statement is not declared effective within 105 days
of the registration request (each of such events, an "Additional Termination
Event").
The Counterparty has agreed to indemnify and hold harmless the Seller, its
affiliates, assignees and other parties described therein (the "Indemnified
Parties") from and against all losses, claims, damages and liabilities under the
Forward Purchase Agreement (excluding liabilities relating to the manner in
which Seller sells any shares it owns) and reimburse the Indemnified Parties for
their reasonable expenses incurred in connection with such liabilities, subject
to certain exceptions described therein, and has agreed to contribute to any
amounts required to be paid by any Indemnified Parties if such indemnification
is unavailable or insufficient to hold such party harmless.
The Seller has agreed to waive any redemption rights with respect to any
Recycled Shares in connection with the Business Combination. Such waiver may
reduce the number of AMCI Shares redeemed in connection with the Business
Combination, and such reduction could alter the perception of the potential
strength of the Business Combination. The Forward Purchase Agreement has been
structured, and all activity in connection with such agreement has been
undertaken, to comply with the requirements of all tender offer regulations
applicable to the Business Combination, including Rule 14e-5 under the
Securities Exchange Act of 1934.
The foregoing summary of the Forward Purchase Agreement is qualified in its
entirety by reference to the text of the Forward Purchase Agreement, which is
filed as Exhibit 10.1 hereto and is incorporated herein by reference.
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
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
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
10.1 Forward Purchase Agreement, dated February 3, 2023, by and
among ACM ARRT H LLC, AMCI Acquisition Corp. II and LanzaTech
NZ, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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