AMCI Acquisition Corp. II (AMCI) Amends Deal for Lanza Tech
by Marlena Haddad on 2022-12-12 at 12:57pm

AMCI II (NASDAQ:AMCI) announced this afternoon that it has amended its merger agreement, sponsor support agreement, and subscription agreement in connection to its proposed merger with renewable materials-maker LanzaTech.

The parties amended the merger agreement to include the aggregate net proceeds from each of the AM SAFE and Brookfield SAFE in the acquiror closing cash amount. The minimum acquiror closing cash amount will now be $230 million instead of the original $250 million amount and as long as the Brookfield SAFE remains unexercised at the closing of the business combination, it will remain in effect on the same terms and conditions as are in effect prior to the closing. This will entitle the holder to be issued shares of common stock in AMCI following the closing.

In the event that it becomes apparent to the parties that the acquiror closing cash amount will be less than the minimum amount, AMCI will enter into non-redemption agreements.

Additionally, the parties eliminated LanzaTech’s right to terminate the merger if AMCI fails to enter into additional subscription agreements or non-redemption agreements prior to July 7, 2022 such that the amount equal to the PIPE investment amount plus the amount equal to the aggregate number of shares of AMCI’s class A common stock subject to non-redemption agreements multiplied by $10.00 plus the net proceeds from the AM SAFE to LanzaTech minus transaction expenses minus the acquiror transaction expenses minus any other amount with respect to which AMCI has liability for payment at the closing is less than the minimum acquiror closing cash amount.

In terms of the sponsor support agreement, the sponsor, AMCI and LanzaTech reduced the number of promote shares subject to forfeiture by the aggregate number of promote shares subject to transfer to any holder of AMCI Class A common stock subject to a non-redemption agreement.

Further, AMCI entered into an amendment with each PIPE investor to include an extension of the outside date of the applicable subscription agreement from December 7, 2022 to February 28, 2023.

Today’s amendments come a few months after the SPAC added a $50 million PIPE to the deal through Woodside Energy (ASX:WDS). The parties noted in an 8-K that, in addition to cementing this partnership, this move was part of an effort by both sides to fully cover the transaction’s original $250 million minimum cash condition with committed capital. AMCI II initially supplemented the deal with a $125 million PIPE at $10 per share which drew contributions from its sponsor as well as strategic investors ArcelorMittal (NYSE:MT), BASF (DE:BASF) and Shell (NYSE:SHEL), among others.

Around that time, AMCI also announced that Brookfield Renewable agreed to invest $500 million to construct and operate new LanzaTech projects that have achieved certain pre-agreed milestones. Following the initial investment, Brookfield disclosed that it could commit to making an additional $500 million available if sufficient projects are available at the agreed milestones.

The SPAC inked its $1.8 billion business combination with LanzaTech on March 8. The Chicago-based company is developing carbon-capture plants designed to provide a number of carbon negative outputs ranging from jet fuel to consumer packaging materials.


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