Lanzatech Global Inc.

10/10/2024 | Press release | Distributed by Public on 10/10/2024 05:53

Regulation FD Disclosure Form 8 K

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 a net share settlement basis with the Recycled Shares) and the Share Consideration of $2,539,350 is payable in cash. The Company is in discussions with ACM on the settlement method and timing thereof.