LanzaTech Global Terminates Material Definitive Agreement

TL;DR

LanzaTech terminated a big deal, filing shows. Watch for fallout.

AI Summary

LanzaTech Global, Inc. filed an 8-K on July 26, 2024, reporting the termination of a material definitive agreement as of July 22, 2024. The filing also includes financial statements and exhibits. LanzaTech Global, Inc. was formerly known as AMCI Acquisition Corp. II.

Why It Matters

The termination of a material definitive agreement could signal a significant change in LanzaTech's business relationships or strategic direction, potentially impacting its operations and future growth.

Risk Assessment

Risk Level: medium — Termination of a material definitive agreement can indicate underlying issues or strategic shifts that may pose risks to the company's financial health and operational stability.

Key Players & Entities

• LanzaTech Global, Inc. (company) — Registrant
• AMCI Acquisition Corp. II (company) — Former company name
• July 22, 2024 (date) — Date of earliest event reported
• July 26, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share LNZA The Nasdaq Stock Market
• $11.50 — of Common Stock at an exercise price of $11.50 LNZAW The Nasdaq Stock Market LLC Ind
• $10.1574 — open market (the "Recycled Shares") for $10.1574 per share, and such purchase price of a
• $60,096,399 — nd such purchase price of approximately $60,096,399 was funded by the use of trust account
• $3.00 — e-weighted average share price is below $3.00 per share for any 50 trading days durin
• $7,500,000 — titled to the maturity consideration of $7,500,000 (which under the Forward Purchase Agree
• $1.91 — rated Maturity Date of July 22, 2024 of $1.91 per share) and a share consideration of
• $2,539,350 — per share) and a share consideration of $2,539,350 (which under the Forward Purchase Agree

Filing Documents

• amci-20240722.htm (8-K) — 31KB
• 0001628280-24-033182.txt ( ) — 201KB
• amci-20240722.xsd (EX-101.SCH) — 2KB
• amci-20240722_def.xml (EX-101.DEF) — 17KB
• amci-20240722_lab.xml (EX-101.LAB) — 29KB
• amci-20240722_pre.xml (EX-101.PRE) — 17KB
• amci-20240722_htm.xml (XML) — 4KB

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. LanzaTech Global, Inc., a Delaware corporation ("LanzaTech" or the "Company"), is party to that certain Forward Purchase Agreement, dated February 3, 2023 (the "Forward Purchase Agreement") with ACM ARRT H LLC ("ACM"); pursuant to an Assignment and Novation Agreement, dated as of February 3, 2023 (the "Novation Agreement"), ACM novated a portion of its rights and obligations under the Forward Purchase Agreement to Vellar Opportunity Fund SPV LLC – Series 10 ("Vellar" and together with ACM, the "Purchasers"). Pursuant to the Forward Purchase Agreement, the Purchasers obtained 5,916,514 shares of the Company's common stock on the open market (the "Recycled Shares") for $10.1574 per share, and such purchase price of approximately $60,096,399 was funded by the use of trust account proceeds of AMCI Acquisition Corp. II ("AMCI" and the predecessor to the Company) as a partial prepayment for the settlement of the Forward Purchase Agreement, to occur 3 years from the date of AMCI's and the Company's business combination (as such date is described in the Forward Purchase Agreement, the "Maturity Date"). As previously disclosed, the Maturity Date may be accelerated, at the Purchasers' discretion, if, among other things, the Company's volume-weighted average share price is below $3.00 per share for any 50 trading days during a 60-day consecutive trading-day period (a "VWAP Trigger Event"). On July 24, 2024, LanzaTech filed suit against Vellar in the Supreme Court of the State of New York, Commercial Division, alleging breach of the Forward Purchase Agreement, breach of the implied covenant of good faith and fair dealing, and unjust enrichment. The claims primarily relate to Vellar's sale of Recycled Shares, which pursuant to the terms of the Forward Purchase Agreement are required to be held in a bankruptcy remote special purpose vehicle for the benefit of the Company unless the sale is noticed to the Company as part

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: July 26, 2024 LANZATECH GLOBAL, INC. By: /s/ Joseph Blasko Name: Joseph Blasko Title: General Counsel and Corporate Secretary 3

View Full Filing

View this 8-K filing on SEC EDGAR