Item 7.01. Regulation FD Disclosure.
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"). If the Merger Agreement
and the transactions contemplated thereby 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.
Grant Agreement between LanzaTech UK Limited and UK Secretary of State for
Transport
On December 12, 2022, LanzaTech UK Limited ("LanzaTech UK"), a wholly owned
subsidiary of LanzaTech, was awarded a grant from the UK Secretary of State for
Transport (the "UK Authority") in connection with LanzaTech's Project DRAGON
(Decarbonising and Reimagining Aviation for the Goal of Netzero). The grant was
awarded to fund LanzaTech UK's front-end engineering design and associated
project development activities for a proposed facility in Port Talbot, South
Wales, United Kingdom. The proposed facility would use LanzaTech's process
technology to convert a variety of waste sources into waste-based low-carbon
ethanol. This ethanol would then be converted to sustainable aviation fuel and
diesel fuel using the alcohol-to-jet technology of LanzaJet, Inc., a company in
which LanzaTech holds a significant minority interest.
Pursuant to the grant agreement between LanzaTech UK and the UK Authority (the
"Grant Agreement"), the UK Authority agreed to provide to LanzaTech UK up to
£24,961,000 upon the achievement of certain milestones related to Project
DRAGON. In return, LanzaTech UK agreed to provide regular progress reports,
audit reports, and documentation of its expenses to the UK Authority. In the
event that LanzaTech UK defaults on its obligations under the Grant Agreement,
the UK Authority may suspend payments under the agreement, reduce the amount of
the grant, require LanzaTech UK to repay amounts paid under the grant with
interest, or terminate the agreement. All intellectual property rights owned by
each of the parties prior to the date of the Grant Agreement or developed by
either party during the period of the grant will remain the property of such
party. However, any intellectual property rights developed in the course of the
activities funded by the grant and included in LanzaTech's periodic progress
reports to the UK Authority will belong to the UK Authority.
Either party may terminate the Grant Agreement for convenience upon 28 days'
written notice. Upon termination of the Grant Agreement, LanzaTech UK must
return any unspent funds issued under the grant and promptly prepare a plan to
terminate funded activities. If the UK Authority terminates the agreement for
convenience, it will be obligated to pay to LanzaTech UK a reasonable amount in
respect of any activities completed in furtherance of Project DRAGON at the time
of termination, but will not be liable for any expenses related to any transfer
or termination of any of LanzaTech UK's employees engaged in activities related
to Project DRAGON. The period for which the grant is awarded expires on
March 31, 2025.
LanzaTech UK has agreed to indemnify and hold harmless the UK Authority and its
representatives with respect to all actions, claims, charges, demands, losses
and/or proceedings arising from or incurred by reason of the actions or
omissions of LanzaTech UK in connection with Project DRAGON. To the extent
permitted under applicable law, the UK Authority's liability to LanzaTech UK
under the Grant Agreement will be limited to its obligation to make payment of
grant funds when due and payable.
A copy of the Grant Agreement is attached to this Current Report on Form 8-K as
Exhibit 10.1 hereto and is incorporated herein by reference, and the foregoing
description of such agreement is qualified in its entirety by reference
thereto.
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
10.1†# Grant Agreement, by and between LanzaTech UK Limited and the
Secretary of State for Transport, dated December 12, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish
a copy of all omitted exhibits and schedules to the SEC upon its request.
# Certain confidential information contained in this exhibit, marked by
brackets, has been redacted in accordance with Regulation S-K Item
601(b) because the information (i) is not material and (ii) would be
competitively harmful if disclosed.
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