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United States securities and exchange commission logo
June 9, 2022
Nimesh Patel
Chief Executive Officer
AMCI Acquisition Corp. II
600 Steamboat Road
Greenwich, Connecticut 06830
Re: AMCI Acquisition
Corp. II
Registration
Statement on Form S-4
Filed May 10, 2022
File No. 333-264811
Dear Mr. Patel:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed May 10, 2022
Cover Page
1. Please disclose the
maximum redemption level, expressed as a percentage, that would
permit completion of
the business combination both on the cover page and where
discussed throughout
the filing, including, but not limited to, in relation to the tables on
pages 12, 14 and 15. We
note your disclosure on page 153 to this effect.
2. Please identify the
PIPE Investors on an individual basis where the term is first used and
defined. Specifically
identify those investors that are existing LanzaTech stockholders
and describe other
relationships or affiliations with AMCI, LanzaTech, and the Sponsor.
Please also identify
the PIPE Investor that has a SAFE Note with LanzaTech. If and when
the Proposed Additional
Financing is in place, please provide a description of the material
terms of such
financing, including the identit(ies) of the parties involved and their
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relationships or affiliations, if any, with AMCI, LanzaTech, and the
Sponsor.
Questions and Answers about the Business Combination and the Special Meeting
How will I be notified of the outcome of LanzaTech's stockholder vote to
approve the Business
Combination?, page 13
3. Please revise the above referenced Q&A to clearly disclose:
how AMCI shareholders will be notified of the outcome of the
LanzaTech's
stockholder vote regarding the business combination;
that AMCI may terminate the agreement if the LanzaTech Requisite
Approval is not
obtained within ten business days following the effectiveness of
this registration
statement; and
the percentage of each class of LanzaTech shares that must vote in
favor of the
transaction, in addition to those shares already committed under
the LanzaTech
Stockholder Support Agreement, in order to satisfy the LanzaTech
Requisite
Approval requirement. Note the related risk factor on page 81
should also disclose
these percentages.
What happens to the funds deposited in the Trust Account after consummation of
the Business
Combination?, page 14
4. Please revise this Q&A to identify the underwriters that are entitled
to the deferred
underwriting commission of $5,250,000.
How will the level of redemptions by AMCI Stockholders affect my ownership in
New
LanzaTech following the Closing?, page 15
5. Revise your disclosure to show the potential impact of redemptions on
the per share value
of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum
and multiple
interim redemption levels.
What interests do the Sponsor and AMCI's current officers and directors have in
the Business
Combination?, page 20
6. Please quantify the out-of-pocket expenses and loans that are at risk
if the business
combination does not occur and provide more specificity about how the
board considered
the potential conflicts listed in this section when negotiating and
recommending the
business combination. Similarly revise the conflicts disclosure on
pages 35, 68, and 109.
7. We note your disclosure on page 21 that the AMCI Insiders have waived
any right to
redemption with respect to the founder shares. Please describe any
consideration provided
in exchange for this agreement.
8. Please disclose which of your independent directors are members of the
Sponsor.
Similarly revise the conflicts disclosure on pages 35, 68, and 109.
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Summary of the Proxy Statement/Prospectus
Information About the Parties to the Business Combination, page 27
9. Please provide additional information about LanzaTech in the Summary
section, including
a discussion of the stage of development of its Platform Technology
and products, its
history of net losses, accumulated deficit, and its expectations
around revenue generation.
As currently drafted, shareholders are provided with little
information regarding the
business history or prospects of the target business, which is
material to a decision of how
to vote in relation to the proposed business combination.
Interests of AMCI's Directors and Officers in the Business Combination , page
35
10. Please confirm that the conflicts of interest discussion highlights
all material interests in
the transaction held by the sponsor and the company s officers and
directors. This could
include fiduciary or contractual obligations to other entities as well
as any interest in, or
affiliation with, the target company. In addition, please revise your
disclosure to clarify
how the board considered those conflicts in negotiating and
recommending the business
combination.
Risk Factors
Risks Related to LanzaTech s Business and Industry
Our financial projections may differ materially from actual results., page 50
11. Please revise your statement that "[n]either we nor AMCI have any duty
to update the
financial projections included in this proxy statement/prospectus" to
confirm that you will
update or revise such disclosure to the extent required by law.
We expect to rely on a limited number of industry partners for a significant
portion of our near-
term revenue., page 56
12. Please identify the industry partners from which you expect to
generate "most of your
revenues in the near future." Confirm that this assumption was
included
in LanzaTech's internally prepared forecasts, which you discuss on
page 105, and specify
how you define the term "near future" in the context of these
projections, the latter of
which we note include each of the years in the five-year period ending
December 31,
2026.
Political and economic uncertainty, including changes in policies of the
Chinese government or
in relations between China..., page 63
13. We note the above entitled risk factor discussing your operations in
China, your joint
venture and your joint venture partners in China, and certain of your
strategic investors
located in China, including Sinopec Capital Co, Ltd. Please revise
your filing, as
applicable, to provide more specific and prominent disclosures about
the legal and
operational risks associated with China-based companies or explain why
such comments
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are not applicable to the company. Please see the Division of
Corporation Finance's
Sample Letter to China-Based Companies issued by the Staff in December
2021 for the
issues to be considered and addressed.
Some of our intellectual property may be subject to federal regulation such as
march-in rights...,
page 66
14. Please revise to identify which of your intellectual property rights
is or may be subject to
march-in rights connected to grants from U.S. government agencies.
Please
also provide disclosure to this effect in the Business section, where
appropriate.
Risks Related to AMCI and the Business Combination, page 68
15. Please highlight the material risks to public warrant holders, if any,
arising from the
differences between private warrants, LanzaTech Warrants, and public
warrants.
16. Your current charter limits the application of the doctrine of
corporate opportunity under
certain circumstances. Please address this potential conflict of
interest in a separate risk
factor and indicate whether it impacted your search for an acquisition
target.
Our warrant agreement designates the courts of the State of New York or the
United States
District Court for the Southern District..., page 71
17. Please revise this risk factor to disclose that there is also a risk
that your exclusive forum
provision may result in increased costs for investors to bring a
claim. Please similarly
revise the risk factor on page 82 concerning the exclusive forum
provision in LanzaTech s
certificate of incorporation.
Our stockholders will experience immediate dilution as a consequence of the
issuance of New
LanzaTech Common Stock as consideration..., page 75
18. Please revise to disclose all possible sources and extent of dilution
that shareholders who
elect not to redeem their shares may experience in connection with the
business
combination. Provide disclosure of the impact of each significant
source of dilution,
including the amount of equity held by founders, convertible
securities, including warrants
retained by redeeming shareholders, at each of the redemption levels
detailed in your
sensitivity analysis, including any needed assumptions.
19. Quantify the value of warrants, based on recent trading prices, that
may be retained by
redeeming stockholders assuming maximum redemptions and identify any
material
resulting risks.
Background of the Business Combination, page 92
20. Please revise to specifically identify the following persons or
entities:
each person or entity that composes the AMCI Group (refer to page
92);
the "consultant specializing in blast furnaces and steel
off-gases" with whom you had
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a discussion on October 14, 2021 (refer to page 95);
each of the "various market experts" with whom you held calls
to further understand
global end-market dynamics for LanzaTech s products (refer to
page 97).
21. Please disclose when AMCI engaged both Evercore and Goldman Sachs to
act as its
capital markets advisors. As it concerns Goldman Sachs, please expand
your disclosure to
more specifically explain the scope of this agreement, including the
role Goldman
Sachs played with respect to valuation, analysis and due diligence and
the agreement's
proposed fee structure. Please also disclose whether Goldman Sachs
provided AMCI with
a report, opinion or appraisal for the proposed business combination
at any time prior to
its resignation on May 6, 2022.
22. We note that AMCI evaluated "numerous" target business candidates
after its IPO
and entered into 20 confidentiality agreements with potential target
companies. Please
explain how you narrowed to these 20 targets and briefly explain why
and when each was
eliminated as a potential target. Please also include additional
disclosure concerning the
timeline of your negotiations with the other target company to which
AMCI submitted a
non-binding letter of intent. Your disclosure in this section should
provide shareholders
with an understanding of why other target companies were not
ultimately chosen as
business combination partners.
23. In addition to the $4.6 million payable to Evercore as deferred
underwriting
compensation, please disclose the total fees that Barclays Capital
Inc. and
Evercore Group, L.L.C. will receive upon completion of the business
combination and
any amount that is contingent upon completion of the transaction for
serving as financial
advisors. Please also disclose, on a firm-by-firm basis, the amount of
fees attributable to
capital markets advisory services and the amount attributable to
placement agent
services.
24. When discussing Goldman Sachs' May 6, 2022 resignation, please
describe the services
that remained outstanding from Goldman Sachs that would have been
required in order to
earn the fees that you indicate have been forfeited. For example, if
Goldman Sachs would
have played a role in the closing of the business combination, please
revise to identify the
party who will be filling this role. Additionally, please discuss the
potential impact on the
transaction related to this resignation. This discussion should
address the fact that, in its
role as capital markets advisor, Goldman Sachs assisted in the
creation of the Selected
Public Company Analysis (as disclosed on page 103) and the
identification of potential
PIPE Investors (as disclosed on page 98).
Financial Analysis, page 103
25. We note that the AMCI Board did not seek a third-party valuation and
did not receive any
valuation report or opinion from a third party in connection with the
business
combination. Please revise to explain why the AMCI Board determined
that it was not
necessary to obtain a fairness opinion for the business combination.
Additionally, revise
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to disclose all material factors that the AMCI Board relied upon in
agreeing to the
current valuation, clarifying the "other things" the Board considered.
Certain LanzaTech Projected Financial Information, page 105
26. We note the term of the projections through 2026. Please explain the
basis for
providing projections beyond year three and clarify if the forecasts
reflect more than
simple assumptions about growth rates. It should be clear how
projected growth rates are
sustainable over the selected period of time and why it is reasonable
to assume such
growth rates.
27. We have the following comments regarding the assumptions presented in
your projected
financial information:
Revise to disclose in more detail the material assumptions
underlying the projected
financial information rather than merely list the factors that
could affect the figures
presented;
Quantify the underlying operational and market assumptions
discussed in the third to
last paragraph on page 108 to the extent possible;
Explain how the projected information currently disclosed is
representative of your
current and expected future joint development agreements, U.S.
government R&D
contracts, and collaboration agreements;
Explain the relationship between your current and expected
installed capacity and
how you expect it to result in the increase in recurring revenues
over the periods
presented.
28. We note your statements on this page that investors "are cautioned not
to place undue
reliance on the prospective financial information" of Lanzatech's
projected financial
information and are "cautioned not to rely on the projections in
making a decision
regarding the Business Combination[.]" Please revise these statements
to remove any
implication that investors are not entitled to rely on disclosure in
your registration
statement.
29. You disclose that LanzaTech provided AMCI with its internally prepared
forecasts for
each of the years in the five-year period ending December 31, 2026.
Please disclose when
these projections were prepared. In this regard, we note your
disclosure on page 94 that
on September 13, 2021, AMCI had a call with LanzaTech to walk through
its financial
model and associated projections in detail. Please explain whether or
not the projections
still reflect management s views on future performance and describe
what consideration
the board gave to obtaining updated projections.
30. We note your disclosure on page 106 that AMCI relied on numerous
estimates and certain
assumptions, including certain of those listed on this page. Please
disclose all the
material estimates and assumptions relied upon by the LanzaTech
management team. In
this regard, please clarify what "other assumptions" were "impacted by
the reality that
research, product development, project timelines, operational
execution, and downstream
product demand are difficult to predict and will be impacted by
numerous circumstances
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that are out of LanzaTech s control." Similarly, as it concerns your
disclosure on page
108, revise this section to disclose all material projections rather
than limiting the
information to the "key elements" thereof.
Certain Engagements in Connection with the Business Combination and Related
Transactions,
page 112
31. Please revise your statement that Evercore was engaged by AMCI to act
as "sole financial
advisor and capital markets advisor" to AMCI in connection with the
business
combination, as this does not appear consistent with the fact that
AMCI also retained
Goldman Sachs to act as a capital markets advisor at one point in
time.
Information About LanzaTech
Overview, page 179
32. Please revise the Overview section on page 179 to clarify whether the
company's current
commercial operations are all located in China. In this regard, we
that you do not discuss
the carbon capture and transformation facility at ArcelorMittal s
steel mill in Ghent,
Belgium in the Overview. Please clarify what role such facility plays
in the company's
operations. Please also disclose where the "numerous projects in
construction, under
development, and in the pipeline" are located and provide details
about each, to the extent
material.
33. We note your comparison of your technology platform to the brewing
process. Please
revise this statement to note the novel nature of your technology
platform, which you
disclose on page 55, and to specify the nature of your end products,
which you disclose on
pages 188 to 192.
Intellectual Property, page 192
34. We note your disclosure that your intellectual property portfolio is
comprised of 1,115
patents and over 470 pending patent applications across 119 patent
families across your
overall technology platform. For each material patent or patent
family, please revise your
disclosure to include the specific products or technologies to which
the patents relate, the
type of patent protection obtained (composition of matter, use or
process), the jurisdiction
of the patents and the expiration year. If any of these patents are
in-licensed, please
specify. In this regard it may be useful to provide tabular disclosure
in addition to the
narrative.
Key Collaboration Agreements, page 193
35. Please revise the description of the following agreements to disclose:
(1) the amount paid
or received to date from upfront payments, milestone payments, and/or
royalties; (2) the
aggregate potential milestone payments, and; (3) royalty rates (to a
range that does not
exceed ten percentage points):
License Agreement with Battelle Memorial Institute;
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License Agreement with LanzaJet;
Shougang Joint Venture License Agreement;
Agreements with Sekisui Chemical Co., Ltd;
Letter Agreement with IndianOil;
Suncor License Agreement.
Shougang LanzaTech Joint Venture, page 195
36. Please revise your disclosure to provide a diagram of Beijing Shougang
LanzaTech
Technology Co., Ltd.'s corporate structure and identify the persons or
entities that own the
equity in each depicted entity.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Lanzatech, page 202
37. We note your disclosure on page 207 that you hold interests in certain
VIEs. Please revise
your disclosure to identify whether you have any contractual
arrangements with
VIEs based in China and whether these VIEs are connected to the letter
agreement with
Sinopec Capital Co, Ltd. and/or the Shougang Joint Venture.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Lanzatech
Results of Operations, Comparisons of the Years Ended December 31, 2021 and
2020,
Revenues, page 208
38. We reference the disclosure that the net impact of joint development
agreements increased
revenues by $4.8 million due to new collaborative arrangements and
continued
collaborations with existing customers. Please revise to quantify the
increase in revenues
related to new collaborative arrangements versus those with existing
customers.
Beneficial Ownership of Securities , page 239
39. Please identify in footnotes to the table all natural persons who have
voting and/or
investment power over the shares held by Guardians of New Zealand
Superannuation, Sinopec Capital, Co. Ltd, and Novo Holdings A/S.
Certain Relationships and Related Party Transactions , page 256
40. Please identity the Anchor Investors and expand your disclosure to
specifically describe
any related party affiliation. To the extent any of your sponsors,
directors, officers or their
affiliates helped facilitate agreements with the Anchor Investors,
please disclose
the specific role they played in doing so in the "Background of the
Business Combination"
section on page 92.
Related Stockholder Agreements, page 259
41. Please file the LanzaTech Investor Rights Agreement, Amended and
Restated Right of
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First Refusal and Co-Sale Agreement, and Amended and Restated Voting
Agreement as
exhibits to the registration statement. Alternatively, provide an
analysis supporting your
belief that such filing is not required. See Item 601 of Regulation
S-K.
Exhibits and Financial Statement Schedules., page II-2
42. You state in the footnotes to the Exhibit Index on page II-4 that you
have
omitted certain exhibits and schedules in accordance with Item
601(a)(5) of Regulation S-
K. However, it appears that you have instead redacted information from
certain of these
exhibits in accordance with Regulation S-K Items 601(b)(2)(ii) and/or
601(b)(10)(iv).
Please revise to accurately denote which exhibits include redacted
information and include
a prominent statement on the first page of each redacted exhibit that
certain identified
information has been excluded from the exhibit because it is both not
material and is the
type that the registrant treats as private or confidential.
General
43. Please tell us whether Goldman Sachs was involved in the preparation
of any
disclosure that is included in the registration statement, including
any analysis underlying
the disclosure in the registration statement, or material underlying
disclosure in
the registration statement, including but not limited to the
disclosure beginning on page
103 regarding the financial analyses prepared by AMCI management
and/or
the LanzaTech Projected Financial Information beginning on page 105.
If so, clarify
Goldman Sachs' involvement, whether it has retracted any work product
associated with
the transaction, and also include a risk factor describing its role in
connection with
the preparation of the registration statement and the valuation of
LanzaTech and that it
disclaims any liability in connection with such disclosure included in
the registration
statement.
44. If Goldman Sachs advised AMCI on the business combination and related
transactions,
please add a risk factor that the board of directors of AMCI engaged
with an advisor who
assisted in their consideration of the transaction who has
subsequently withdrawn, and
explain whether the board has undertaken any additional procedures in
reviewing the
recommendation in light of the withdrawal of its advisor on whom it
relied. If not, the
AMCI board should disclose that its advisor resigned and it opted not
to revisit the
projections and other financial information on which it advised.
45. Please disclose whether Goldman Sachs assisted in the preparation or
review of any
materials reviewed by the LanzaTech board of directors or management
as part of its
services to AMCI and whether Goldman Sachs has withdrawn its
association with those
materials and notified LanzaTech of such disassociation.
46. Please disclose any fees paid or due to Goldman Sachs in connection
with its roles as a
placement agent and/or a capital markets advisor to AMCI.
47. We note your disclosure on page 112 that Goldman Sachs will not be
receiving any
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compensation for serving as a placement agent in the Private Placement
and as a capital
markets advisor to AMCI. Please add a risk factor that discloses that
such services have
already been rendered, yet Goldman Sachs is waiving such fees and
disclaiming
responsibility for the Form S-4 registration statement. Clarify the
unusual nature of any
such fee waiver and the impact of it on the evaluation of the business
combination.
48. Disclose whether Goldman Sachs provided you with any reasons for the
fee waiver. If
there was no dialogue and you did not seek out the reasons why Goldman
Sachs was
waiving deferred fees, despite already completing their services,
please indicate so in your
registration statement. Further, revise the risk factor disclosure to
explicitly clarify that
Goldman Sachs has performed all of its obligations to obtain this fee
and therefore is
gratuitously waiving the right to be compensated.
49. Please add a risk factor disclosing the following:
When a financial institution is named in a proxy
statement/prospectus such as this, it
typically presumes a level of due diligence and independent
analysis on the part of
such financial institution, and it also typically means that a
financial institution has
done a level of due diligence ordinarily associated with a
professional engagement.
By withdrawing, Goldman Sachs is indicating that it does not want
to be associated
with the disclosure or the underlying business analysis related to
the transaction.
Accordingly, your disclosure should caution investors that they
should not place any
reliance on the fact that Goldman Sachs has been previously
involved with this
transaction.
50. Please provide us with a letter from Goldman Sachs stating whether it
agrees with the
statements made in your prospectus related to their resignation and,
if not, stating the
respects in which it does not agree. Please revise your disclosure
accordingly to reflect
that you have discussed the disclosure with Goldman Sachs and it
either agrees or does
not agree with the conclusions and the risks associated with such
outcome. If Goldman
Sachs does not respond, please revise your disclosure to indicate you
have asked and not
received a response and disclose the risks to investors. Additionally,
please indicate that
you will not speculate about the reasons that Goldman Sachs withdrew
from its role as
placement agent and capital markets advisor and forfeited its fees, if
applicable. The
disclosure should clarify whether Goldman Sachs performed
substantially all the work to
earn these fees.
51. Please tell us whether you are aware of any disagreements with Goldman
Sachs regarding
disclosure in the financial statements in the Form S-4 registration
statement.
52. In light of the resignation of Goldman Sachs, please describe the
extent to which the
availability of financing that is currently contemplated could be
curtailed and how you
would expect to manage such a change.
Nimesh Patel
AMCI Acquisition Corp. II
June 9, 2022
Page 11
53. Please provide us with the engagement letter between Goldman Sachs and
AMCI. Please
disclose any ongoing obligations of AMCI pursuant to the engagement
letter that will
survive the termination of the engagement, such as indemnification
provisions, and
discuss the impact of those obligations on AMCI in the registration
statement.
54. Please provide us with any correspondence between Goldman Sachs and AMCI
relating to
Goldman Sachs' resignation.
55. We note that LanzaTech's website continues to list Goldman Sachs as an
advisor on the
transaction under the Investor Relations tab. Please explain.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Kristin Lochhead at 202-551-3664 or Daniel Gordon at
202-551-3486 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Dillon Hagius at 202-551-7967 or Laura Crotty at 202-551-7614 with any
other
questions
Sincerely,
FirstName LastNameNimesh Patel
Division of
Corporation Finance
Comapany NameAMCI Acquisition Corp. II
Office of Life
Sciences
June 9, 2022 Page 11
cc: Elliott Smith
FirstName LastName