AMCI ACQUISITION CORP. II Item 1.01. Entry into a Material Definitive Agreement.
Indemnification Agreements
In connection with the consummation of the Business Combination, New LanzaTech entered into indemnification agreements with each of its directors and executive officers. These indemnification agreements provide the directors and executive officers with contractual rights to indemnification and the advancement of certain expenses incurred by each such director or executive officer in any action or proceeding arising out of his or her services as one of NewLanzaTech's directors or executive officers. The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by the full text of the form of indemnification agreement, a copy of which is attached hereto as Exhibit 10.29 and is incorporated herein by reference.
Registration Rights Agreement
At the Effective Time, AMCI,AMCI Sponsor II LLC (the "Sponsor"), LegacyLanzaTech , and certain of the Legacy LanzaTech stockholders and AMCI stockholders entered into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which, among other things, such stockholders (i) were granted certain registration rights with respect to certain securities held by them, and (ii) are subject to certain restrictions on transfer with respect to their shares of New LanzaTech Common Stock and New LanzaTech warrants. Such restrictions will end (i) with respect to the Sponsor and the holders of Class B common stock, on the earlier of (a) the date that is one year following the Closing, (b) such date upon which the closing price per share of New LanzaTech Common Stock equals or exceeds$12.00 per share for any 20 trading days within any 30-day trading period commencing at least 150 days after the Closing and (c) the date on which New LanzaTech completes a 5 -------------------------------------------------------------------------------- liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Business Combination that results in all of NewLanzaTech's stockholders having the right to exchange their shares of New LanzaTech Common Stock for cash, securities or other property, and (ii) with respect to the holders of shares of Legacy LanzaTech capital stock, on the date that is six months following the Closing. . . .
Item 2.01. Completion of Acquisition or Disposition of Assets.
Reference is made to the disclosure described in the "Introductory Note" of this Current Report on Form 8-K (this "Current Report"), which is incorporated herein by reference. FORM 10 INFORMATION Item 2.01(f) of Form 8-K states that if the predecessor registrant was a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as AMCI was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Business Combination, and as discussed below in Item 5.06 of this Current Report, NewLanzaTech has ceased to be a shell company. Accordingly, New LanzaTech is providing the information below that would be included in a Form 10 if NewLanzaTech were to file a Form 10. Please note that the information provided below relates to New LanzaTech as the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires. 6 --------------------------------------------------------------------------------
Forward-Looking Statements
This Current Report contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Current Report, words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When we discuss our strategies or plans, we are making projections, forecasts or forward-looking statements. Such statements are based . . .
Item 3.02. Unregistered Sales of
In connection with the Closing, AMCI consummated the Private Placement. Reference is made to the disclosure under the heading "Introductory Note" of this Current Report, which is incorporated herein by reference. The shares of common stock issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and were issued in reliance upon the exemption provided under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. OnJanuary 29, 2021 , the Sponsor subscribed for an aggregate of 5,031,250 shares of AMCI Class B common stock, par value$0.0001 per share (the "Founder Shares") for a total subscription price of$25,000 , or approximately$0.005 per share. InMarch 2021 , the Sponsor transferred all of the Founder Shares held by it to members of AMCI's board of directors, its management team and persons or entities affiliated withAMCI Group . OnMay 14, 2021 , certain of AMCI's initial stockholders forfeited an aggregate of 718,750 Founder Shares, resulting in an aggregate of 4,312,500 Founder Shares outstanding. OnSeptember 17, 2021 , the over-allotment option expired and therefore, the initial stockholders forfeited 562,500 Founder Shares, resulting in an aggregate of 3,750,000 Founder Shares outstanding. Simultaneous with the consummation of AMCI's Initial Public Offering, the Sponsor purchased 3,500,000 Private Placement Warrants at a price of$1.00 per Private Placement Warrant, generating gross proceeds of$3.5 million . No underwriting discounts or commissions were paid with respect to such sales. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. 40 --------------------------------------------------------------------------------
On
On
Upon the Closing, unvested options to purchase an aggregate of 3,271,104 shares of Legacy LanzaTech common stock at exercise prices between approximately$0.70 . . .
Item 3.03. Material Modifications to Rights of Security Holders.
In connection with the consummation of the Business Combination, AMCI changed its name to "LanzaTech Global, Inc. " and adopted the Second Amended and Restated Certificate of Incorporation (the "Charter"). Reference is made to the sections of the Proxy Statement/Prospectus entitled "The Charter Proposal," "The Advisory Charter Amendment Proposals," "Comparison of Stockholders' Rights" and "Description of New LanzaTech's Securities After the Business Combination" beginning on pages 179, 181, 289 and 276 of the Proxy Statement/Prospectus, respectively, which are incorporated herein by reference. This summary is qualified in its entirety by reference to the text of the Charter and the bylaws of New LanzaTech, which are attached as Exhibits 3.1 and 3.2 hereto, respectively, and which are incorporated herein by reference.
Item 4.01. Change in the Registrant's Certifying Accountant.
OnFebruary 8, 2023 , the Board approved a resolution appointingDeloitte & Touche, LLP ("Deloitte") as New LanzaTech's independent registered public accounting firm to audit New LanzaTech's consolidated financial statements for the fiscal year endingDecember 31, 2023 . Deloitte served as the independent registered public accounting firm of Legacy LanzaTech prior to the Business Combination. Accordingly,Marcum LLP ("Marcum"), AMCI's independent registered public accounting firm prior to the Business Combination, was informed onFebruary 8, 2023 that it will be dismissed as New LanzaTech's independent registered public accounting firm, effective upon completion of Marcum's audit of AMCI's consolidated financial statements as of and for the year endedDecember 31, 2022 , and the issuance of their report thereon. The report of Marcum on AMCI's financial statements as of and for the most recent fiscal year endedDecember 31, 2021 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles, except that such report contained an explanatory paragraph which noted that there was substantial doubt as to AMCI's ability to continue as a going concern because AMCI's cash and working capital as ofDecember 31, 2021 , were not sufficient to complete its planned activities for a reasonable period of time. During AMCI's fiscal year endedDecember 31, 2021 and the subsequent interim periods throughSeptember 30, 2022 , there were no disagreements between AMCI and Marcum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of 41 --------------------------------------------------------------------------------
Marcum, would have caused it to make reference to the subject matter of the disagreements in its reports on AMCI's financial statements for such year.
During AMCI's fiscal year endedDecember 31, 2021 and the subsequent interim period throughSeptember 30, 2022 , there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K ("Regulation S-K") under the Exchange Act), except that Marcum advised AMCI of material weaknesses related to: (i) the accounting for certain complex financial instruments and (ii) the accounting of certain fees related to financial advisory and placement agent services.
New
Item 5.01. Changes in Control of Registrant.
Reference is made to the section of the Proxy Statement/Prospectus entitled "The Business Combination Proposal-Structure of the Merger Agreement," beginning on page 120 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Further reference is made to disclosure in the section entitled "Introductory Note" and in Item 2.01 of this Current Report, which is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Board of Directors
Upon the consummation of the Business Combination, each director of AMCI and each executive officer of AMCI ceased serving in such capacities, and seven new directors were elected to the Board. The Board was divided into three staggered classes of directors and each director was assigned to one of the three classes. At each annual meeting of the stockholders of New LanzaTech, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The Board consists of the following directors:
•Three Class I directors:
•Two Class II directors:
•Two Class III directors:
Dr. Holmgren serves as chair of the Board. The primary responsibilities of the Board are to provide risk oversight and strategic guidance to New LanzaTech and to counsel and direct New LanzaTech's management. The Board will meet on a regular basis and will convene additional meetings, as required. Furthermore, effective as of the Effective Time, the Board established three standing committees: an audit committee, a nominating and governance committee, and a compensation committee. The members of the audit committee areBarbara Byrne ,Nigel Gormly andDorri McWhorter , andMs. McWhorter chairs the audit committee. The members of the nominating and governance committee areNigel Gormly ,Dorri McWhorter andJim Messina , andMr. Messina chairs the nominating and governance committee. The members of the compensation committee areBarbara Byrne ,Jim Messina andGary Rieschel , andMr. Rieschel chairs the compensation committee. 42 -------------------------------------------------------------------------------- Reference is made to the description of the compensation of the directors of Legacy LanzaTech and of AMCI before the consummation of the Business Combination described in the Proxy Statement/Prospectus in the sections entitled "LanzaTech's Executive and Director Compensation-Non-Employee Director Compensation" and "Other Information About AMCI-Executive Compensation and Director Compensation," beginning on pages 289 and 194 of the Proxy Statement/Prospectus, respectively, which are incorporated herein by reference. NewLanzaTech's executive compensation program is designed to align compensation with business objectives and the creation of stockholder value, while enabling New LanzaTech to attract, retain, incentivize and reward individuals who contribute to its long-term success. Decisions regarding the executive compensation program are made by the compensation committee of the Board.
Independence of Directors
New
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On the Closing Date, New LanzaTech amended and restated its existing amended and restated certificate of incorporation (the "Charter"). A copy of the Charter is attached as Exhibit 3.1 hereto and is incorporated herein by reference. Reference is made to the disclosure regarding the material changes to the Charter and the rights of New LanzaTech's stockholders set forth therein in the sections of the Proxy Statement/Prospectus entitled "The Charter Proposal," "Description of New LanzaTech's Securities After the Business Combination" and "Comparison of Stockholders' Rights," beginning on pages 179, 276 and 289 of the Proxy Statement/Prospectus, respectively, which are incorporated herein by reference.
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
OnFebruary 8, 2023 , the Board adopted a new Code of Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of New LanzaTech's Code of Conduct and Ethics is available on our website at https://ir.lanzatech.com/corporate-governance/documents-charters. The adoption of the Code of Conduct and Ethics did not relate to or result in any waiver, explicit or implicit, of any provision of AMCI's Code of Conduct. Any waivers under the Code of Conduct and Ethics will be disclosed on a Current Report on Form 8-K or as otherwise permitted by the rules of theSEC and Nasdaq (or other stock exchange on which New LanzaTech securities are then listed).
Item 5.06. Change in Shell Company Status.
As a result of the Business Combination, AMCI ceased to be a shell company upon
the Closing. The material terms of the Business Combination are described in the
section of the Proxy Statement/Prospectus entitled "The Business Combination
Proposal," beginning on page 120 of the Proxy Statement/Prospectus, and are
incorporated herein by reference.
45
--------------------------------------------------------------------------------Item 7.01. Regulation FD Disclosure.
OnFebruary 9, 2023 , New LanzaTech issued a press release announcing the consummation of the Business Combination. Reference is made to such press release, which is furnished as Exhibit 99.3 hereto and is incorporated herein by reference. The foregoing (including Exhibit 99.3) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(a)Financial statements of businesses acquired.
Information responsive to Item 9.01(a) of Form 8-k is set forth in the financial statements included in the Proxy Statement/Prospectus on pages F-46 through F-102, and is incorporated herein by reference.
(b)Pro forma financial information.
The unaudited pro forma condensed combined financial information of NewLanzaTech as ofSeptember 30, 2022 , and for the year endedDecember 31, 2021 , and the nine months endedSeptember 30, 2022 , is attached as Exhibit 99.2 to this Report and incorporated herein by reference. 46 --------------------------------------------------------------------------------
(d)Exhibits Exhibit Number Description 2.1*† Merger Agreement, dated as ofMarch 8, 2022 , by
and among AMCI, AMCI Merger Sub,
Inc., and LanzaTech NZ, Inc. (incorporated by
reference to Exhibit 2.1 to
Global, Inc.'s Registration Statement on S-4/A, filed
with the
2023).
2.2* Amendment No. 1 to Merger Agreement, dated as of AMCI Acquisition Corp. II ,AMCI Merger Sub, Inc. and
(incorporated by reference to Exhibit 2.2 to
Statement on S-4/A, filed with the SEC on January 9 , 2023).
3.1 Second Amended and Restated Certificate of
Incorporation of LanzaTech Global,
Inc.
3.2 Bylaws of LanzaTech Global, Inc.
4.1* Warrant Agreement, dated as of August 3, 2021 ,
between
and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit
4.1 LanzaTech Global, Inc.'s Registration Statement
on S-4/A, filed with the
January 9, 2023 ). 4.2 SAFE Warrant, dated as ofDecember 7, 2021 , from
ArcelorMittal XCarb S.à r.l.
4.3† Assignment and Novation Agreement, dated February 3, 2023, by and among AMCI
Acquisition Corp. II,LanzaTech NZ, Inc. , ACM ARRT
Vellar Opportunity Fund SPV LLC - Series 10.
10.1* Form of Initial Subscription Agreement (incorporated by reference to Exhibit 10.1
to LanzaTech Global, Inc.'s Registration Statement on
S-4/A, filed with the
January 9, 2023 ). 10.1.1*† Form of Amendment and Consent of Initial PIPE
Investors (incorporated by reference
to Exhibit 10.1.1 to LanzaTech Global, Inc.'s Registration Statement on S-4/A, filed
with the SEC on January 9, 2023 ).
10.2+ LanzaTech 2023 Long-Term Incentive Plan.
10.2.1*+ Form of Stock Option Agreement under LanzaTech 2023 Long-Term Incentive Plan
(incorporated by reference to Exhibit 10.4.1 to
Registration Statement on S-4/A, filed with the SEC on January 9, 2023 ).
10.2.2*+ Form of Time-Vested Restricted Stock Unit Agreement
under the
Long-Term Incentive Plan (incorporated by reference
to Exhibit 10.4.2 to
Global, Inc.'s Registration Statement on S-4/A, filed
with the
2023).
10.2.3*+ Form of Director Restricted Stock Unit Agreement
under the
Long-Term Incentive Plan (incorporated by reference
to Exhibit 10.4.3 to
Global, Inc.'s Registration Statement on S-4/A, filed
with the
2023).
10.2.4*+ Form of Time- and Performance-Vested Restricted Stock Unit Agreement under the
LanzaTech 2023 Long-Term Incentive Plan (incorporated
by reference to Exhibit 10.4.4
to LanzaTech Global, Inc.'s Registration Statement on
S-4/A, filed with the
January 9, 2023 ). 10.3*† Registration Rights Agreement (included in Exhibit 2.1). 10.4* Form of Lock-up Agreement (incorporated by
reference to Exhibit 10.7 to
Global, Inc.'s Registration Statement on S-4/A, filed
with the
2023).
10.5* Exclusive Patent License Agreement, dated September 13, 2018, by and between
Battelle Memorial Institute andLanzaTech, Inc.
(incorporated by reference to
Exhibit 10.12 to LanzaTech Global, Inc.'s Registration Statement on S-4/A, filed
with the SEC on January 9, 2023 )
10.5.1*# Letter Amendment 1, dated January 13, 2020 , between
and LanzaTech, Inc. (incorporated by reference to
Exhibit 10.12.1 to
Global, Inc.'s Registration Statement on S-4/A, filed
with the
2023)
10.5.2*# Clarification Letter, dated April 24, 2020 , between
and LanzaTech, Inc. (incorporated by reference to
Exhibit 10.12.2 to
Global, Inc.'s Registration Statement on S-4/A, filed
with the
2023)
10.6*†# Amended and Restated Investment Agreement, dated LanzaTech, Inc. ,LanzaJet, Inc. , Mitsui & Co., Ltd.,
Suncor Energy Inc., British
Airways PLC andShell Ventures LLC . (incorporated by
reference to Exhibit 10.13 to
LanzaTech Global, Inc.'s Registration Statement on
S-4/A, filed with the
January 9, 2023 ) 47 -------------------------------------------------------------------------------- 10.7*†# Intellectual Property and Technology License
Agreement, dated
between LanzaTech, Inc. and LanzaJet, Inc. (incorporated by reference to Exhibit
10.14 to LanzaTech Global, Inc.'s Registration Statement on S-4/A, filed with
the SEC on January 9, 2023 )
10.8*†# Amended and Restated Stockholders' Agreement,
dated
among LanzaJet, Inc. , LanzaTech, Inc. , Mitsui & Co., Ltd., Suncor Energy Inc.,
British Airways PLC , andShell Ventures LLC .
(incorporated by reference to
Exhibit 10.15 to LanzaTech Global, Inc.'s Registration Statement on S-4/A, filed
with the SEC on January 9, 2023 )
10.9*# Amended and Restated Alliance Agreement, dated
between LanzaTech NZ, Inc. and Mitsui & Co., Ltd. (incorporated by reference to
Exhibit 10.16 to LanzaTech Global, Inc.'s Registration Statement on S-4/A, filed
with the SEC on January 9, 2023 )
10.9.1*# Amendment No. 1 to Amended and Restated Alliance Agreement, dated
2022, by and between LanzaTech NZ, Inc. and Mitsui & Co., Ltd. (incorporated by
reference to Exhibit 10.16.1 to LanzaTech Global, Inc.'s Registration Statement
on S-4/A, filed with the SEC on January 9, 2023 )
10.9.2*# Amendment No. 2 to Amended and Restated Alliance Agreement, dated
2022, by and between LanzaTech NZ, Inc. and Mitsui & Co., Ltd (incorporated by
reference to Exhibit 10.16.2 to LanzaTech Global, Inc.'s Registration Statement
on S-4/A, filed with the SEC on January 9, 2023 )
10.10*# Articles of Association of Beijing Shougang
(incorporated by reference to Exhibit 10.17 to
Registration Statement on S-4/A, filed with the SEC on January 9, 2023 )
10.11* Side Letter Agreement, dated November 3, 2021 , by and among Beijing Shougang
LanzaTech Technology Co., Ltd. , Mitsui & Co., Ltd.,
and LanzaTech Hong Kong
Limited (incorporated by reference to Exhibit 10.18
to
Registration Statement on S-4/A, filed with the SEC on January 9, 2023 )
10.12*# 2021 Intellectual Property Rights License
Agreement, dated
between Beijing Shougang LanzaTech Technology Co. , Ltd. and LanzaTech Hong Kong
Limited (incorporated by reference to Exhibit 10.19 to LanzaTech Global,
Inc.'s Registration Statement on S-4/A, filed with the SEC on January 9, 2023 )
10.12.1* Amendment No. 1 to 2021 Intellectual Property License Agreement, dated January
14, 2022, between Beijing Shougang LanzaTech Hong Kong Limited (incorporated by reference to
Exhibit 10.19.1 to
Global, Inc.'s Registration Statement on S-4/A, filed
with the
2023).
10.13*# Letter Agreement, dated April 12, 2021 , among LanzaTech Hong Kong Limited ,Sinopec Capital Co, Ltd
and
Shougang-LanzaTech Technology Co., Ltd. (incorporated
by reference to Exhibit
10.20 to LanzaTech Global, Inc.'s Registration Statement on S-4/A, filed with
the SEC on January 9, 2023 ).
10.14*†# Grant Agreement, dated October 7, 2020 , among the European Climate,
Infrastructure and Environmental Executive Agency ,
Sustainable Biomaterials Association ,LanzaTech BV ,E4tech UK Ltd , and Fraunhofer Gesellschaft zur Forderung der Angewandten Forschung E.V. (incorporated by reference to Exhibit 10.21 to
Registration Statement on S-4/A, filed with the SEC on January 9, 2023 ).
10.15*# Memorandum of Understanding, dated June 20, 2018 , between Sekisui Chemical
Co., Ltd. and LanzaTech, Inc. (incorporated by reference to Exhibit 10.22 to
LanzaTech Global, Inc.'s Registration Statement on
S-4/A, filed with the
January 9, 2023 ). 10.16*# Term Sheet, datedFebruary 21, 2020 , between
Sekisui Chemical Co., Ltd. and
LanzaTech, Inc. (incorporated by reference to Exhibit
10.23 to LanzaTech Global,
Inc.'s Registration Statement on S-4/A, filed with
the
2023).
10.17*# Letter of Agreement, dated December 4, 2017 ,
between
IndianOil Corporation Limited (incorporated by
reference to Exhibit 10.24 to
LanzaTech Global, Inc.'s Registration Statement on
S-4/A, filed with the
January 9, 2023 ). 10.18*# Master Licensing Agreement, datedOctober 6, 2020 ,
between Suncor Energy Inc.
and LanzaTech, Inc. (incorporated by reference to
Exhibit 10.25 to
Global, Inc.'s Registration Statement on S-4/A, filed
with the
2023).
10.18.1* Amendment No. 1 to Master Licensing Agreement,
dated
Suncor Energy Inc. and LanzaTech, Inc. (incorporated by reference to Exhibit
. . .
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