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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): September 20, 2021

 

AMCI ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

 

Delaware 001-40282 86-1763050
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

 

600 Steamboat Road

Greenwich, Connecticut 06830

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (203) 625-9200

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant   AMCIU   The Nasdaq Stock Market LLC
         
Class A common stock, par value $0.0001 per share   AMCI   The Nasdaq Stock Market LLC
         
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share   AMCIW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 8.01. Other Events.

 

On September 20, 2021 AMCI Acquisition Corp. II (the “Company”) announced that, commencing on or about September 24, 2021, the holders of the Company’s units (the “Units”) may elect to separately trade the shares of the Class A common stock, par value $0.0001 per share (the “Common Stock”), and redeemable warrants included in the Units (the “Warrants”). Each Unit consists of one share of Common Stock and one-half of a Warrant to purchase one share of Common Stock. The Common Stock and Warrants that are separated will trade on The Nasdaq Capital Market (“Nasdaq”) under the symbols “AMCI” and “AMCIW”, respectively. Units that are not separated will continue to trade on Nasdaq under the symbol “AMCIU”. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Common Stock and Warrants.

 

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits.

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release, dated September 20, 2021.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURE

 

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: September 20, 2021

 

  AMCI ACQUISITION CORP. II
     
     
  By: /s/ Nimesh Patel  
    Name: Nimesh Patel
    Title: Chief Executive Officer

 

 

 

Exhibit 99.1

 

AMCI Acquisition Corp. II Announces the Separate Trading of its Common Stock and Warrants, Commencing September 24, 2021

 

GREENWICH, CT, September 20, 2021 — AMCI Acquisition Corp. II (Nasdaq: AMCIU) (the “Company”) announced today that, commencing on or about September 24, 2021, the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock (the “Common Stock”) and warrants (the “Warrants”) included in the Units. The Common Stock and Warrants that are separated will trade on The Nasdaq Capital Market (“Nasdaq”) under the symbols “AMCI” and “AMCIW”, respectively. Units that are not separated will continue to trade on Nasdaq under the symbol “AMCIU”. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Common Stock and Warrants.

 

AMCI Acquisition Corp. II is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company intends to focus on investment opportunities centered around the themes of sustainability, decarbonization and energy transition.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these 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.

 

The offering was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, by telephone at (888) 474-0200 or by e-mail at ecm.prospectus@evercore.com.

 

Cautionary Note Concerning Forward-Looking Statements

 

This press release contains statements that constitute “forward-looking statements,” including with respect to the search for an initial business combination. No assurance can be given that the proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the Company’s initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Contact

 

Nimesh Patel

Chief Executive Officer and Director

AMCI Acquisition Corp. II

203-625-9200

npatel@amcigroup.com