LanzaTech Global Files 8-K

TL;DR

LanzaTech Global filed an 8-K for a Reg FD disclosure on Oct 4th.

AI Summary

LanzaTech Global, Inc. filed an 8-K on October 10, 2024, reporting an event on October 4, 2024. The filing is a Regulation FD Disclosure and does not contain specific financial figures or material events beyond the reporting of the disclosure itself.

Why It Matters

This filing indicates LanzaTech Global, Inc. is making a public disclosure under Regulation FD, ensuring all investors receive the same material information simultaneously.

Risk Assessment

Risk Level: low — The filing is a standard disclosure and does not report any negative financial events, acquisitions, or significant changes.

Key Players & Entities

• LanzaTech Global, Inc. (company) — Registrant
• AMCI Acquisition Corp. II (company) — Former company name
• October 4, 2024 (date) — Date of earliest event reported
• October 10, 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
• $7,500,000 — greement, the Maturity Consideration of $7,500,000 is payable at the Company's option in c
• $2,539,350 — Shares) and the Share Consideration of $2,539,350 is payable in cash. The Company is in d
• $250 million — as saying the Company is raising up to $250 million and discusses the Company's potential p
• $150 million — e Company intends to raise a maximum of $150 million in financing, including the $40.15 mill
• $40.15 million — 150 million in financing, including the $40.15 million raised from an accredited investor, as

Filing Documents

• amci-20241004.htm (8-K) — 34KB
• 0001628280-24-042632.txt ( ) — 205KB
• amci-20241004.xsd (EX-101.SCH) — 2KB
• amci-20241004_def.xml (EX-101.DEF) — 17KB
• amci-20241004_lab.xml (EX-101.LAB) — 29KB
• amci-20241004_pre.xml (EX-101.PRE) — 17KB
• amci-20241004_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 (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 three 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, certain conditions relating to the VWAP Price (as defined in the Forward Purchase Agreement) are satisfied (a "VWAP Trigger Event"). On October 4, 2024, ACM delivered to the Company notice of a VWAP Trigger Event (the "ACM Notice"), which purported to accelerate the Maturity Date of ACM's portion of the Recycled Shares (i.e., 2,926,514 common shares) to October 4, 2024. The ACM Notice requests delivery of the Maturity Consideration (as defined in the Forward Purchase Agreement) and Share Consideration (as defined in the Forward Purchase Agreement). Under the terms of the Forward Purchase Agreement, the Maturity Consideration of $7,500,000 is payable at the Company's option in cash or shares of common stock (on

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 8, 2024, Axios published an article based in part on an interview given by Dr. Jennifer Holmgren, Board Chair and Chief Executive Officer of LanzaTech. The article quotes Dr. Holmgren as saying the Company is raising up to $250 million and discusses the Company's potential path to profitability. Several statements in the article were not correct. At present, the Company intends to raise a maximum of $150 million in financing, including the $40.15 million raised from an accredited investor, as announced on August 8, 2024. The Company has no current plans to raise additional financing through an issuance of debt or equity that has not been disclosed. The Company currently believes that $150 million would be sufficient to fund the Company until it became profitable. The information in this Item 7.01 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to liabilities under that section, and shall not be deemed to be incorporated by reference into any filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Item 7.01.

Forward-looking Statements

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 LanzaTech. These statements are based on the beliefs and assumptions of LanzaTech's management. Although LanzaTech believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, LanzaTech cannot assure you that it 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, LanzaTech's management. These forward-looking statements are not guarantees of future 2 performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside LanzaTech's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. LanzaTech may be adversely affected by other economic, business, or competitive factors, and other risks and uncertainties, including those described under the header "Risk Factors" in its Annual Report on Form 10-K for the year ended December 31, 2023 filed by LanzaTech with the U.S. Securities and Exchange Commission (the "SEC"), and in future SEC filings, including its Quarterly Reports on Form 10-Q for the quarters

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: October 10, 2024 LANZATECH GLOBAL, INC. By: /s/ Joseph Blasko Name: Joseph Blasko Title: General Counsel and Corporate Secretary 4

View Full Filing

View this 8-K filing on SEC EDGAR