8-K
filed February 13, 2023, 6:59 PM ET
ticker LNZA
CIK 0001843724
M&A
confidence high
sentiment neutral
materiality 0.85
LanzaTech Global, Inc. (LNZA): M&A transaction — LanzaTech Global completes SPAC merger, begins trading under LNZA and LNZAW
LanzaTech Global, Inc.
- Business combination closed Feb 8, 2023; LanzaTech Global (LNZA, LNZAW) succeeds SPAC AMCI.
- Legacy LanzaTech shares converted at 4.374677x; options and warrants adjusted similarly.
- PIPE raised ~$185M from 11+ institutional investors at $10.00/share.
- Forward purchase agreement to backstop redemptions: up to 10M shares; $152.4M in trust pre-close.
- Lock-up for insiders: 1 year or $12/share trigger; employees 6 months.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jim Messina was appointed as Lead Independent Director at LanzaTech Global, Inc..
- Action
- serves as lead independent director
- Role
- Lead Independent Director
Exact text from the filing
Jim Messina serves as our lead independent director.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gary Rieschel was elected as Director at LanzaTech Global, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
• Two Class II directors: Barbara Byrne and Gary Rieschel.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jennifer Holmgren was elected as Director at LanzaTech Global, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
• Three Class I directors: Nigel Gormly, Jennifer Holmgren and Nimesh Patel.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jennifer Holmgren was appointed as Chair of the Board at LanzaTech Global, Inc..
- Action
- serves as chair
- Role
- Chair of the Board
Exact text from the filing
Dr. Holmgren serves as chair of the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dorri McWhorter was elected as Director at LanzaTech Global, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
• Two Class III directors: Jim Messina and Dorri McWhorter.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nimesh Patel was elected as Director at LanzaTech Global, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
• Three Class I directors: Nigel Gormly, Jennifer Holmgren and Nimesh Patel.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nigel Gormly was elected as Director at LanzaTech Global, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
• Three Class I directors: Nigel Gormly, Jennifer Holmgren and Nimesh Patel.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jim Messina was elected as Director at LanzaTech Global, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
• Two Class III directors: Jim Messina and Dorri McWhorter.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Barbara Byrne was elected as Director at LanzaTech Global, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
• Two Class II directors: Barbara Byrne and Gary Rieschel.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
LanzaTech Global, Inc.: Board adopted a new Code of Conduct and Ethics effective February 8, 2023 (effective 2023-02-08).
- Change
- code of ethics
- Effective
- 2023-02-08
Exact text from the filing
On February 8, 2023, the Board adopted a new Code of Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
LanzaTech Global, Inc.: Adoption of Second Amended and Restated Certificate of Incorporation in connection with the Business Combination.
- Change
- charter amendment
Exact text from the filing
On the Closing Date, New LanzaTech amended and restated its existing amended and restated certificate of incorporation (the “Charter”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
LanzaTech Global, Inc.: AMCI ceased to be a shell company as a result of the Business Combination.
- Change
- shell status
Exact text from the filing
As a result of the Business Combination, AMCI ceased to be a shell company upon the Closing.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
LanzaTech Global, Inc. underwent a change of control involving AMCI Acquisition Corp. II (closed 2023-02-08).
- Action
- change of control
- Counterparty
- AMCI Acquisition Corp. II
- Closing
- 2023-02-08
Exact text from the filing
On February 8, 2023 (the “Closing Date”), AMCI Acquisition Corp. II, a Delaware corporation and our predecessor company (“AMCI”), consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger
View on SEC.gov
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