Current Report Filing (8-k)
17 November 2021 - 08:11AM
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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):
November 15, 2021
AMCI
Acquisition Corp. II
(Exact name of registrant as specified in its charter)
Delaware
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001-40282
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86-1763050
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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600 Steamboat Road
Greenwich, Connecticut
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06830
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(Address of principal executive offices)
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(Zip Code)
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(203) 625-9200
(Registrant’s telephone number, including
area code)
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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of
each class
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Trading
Symbol(s)
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Name of
each exchange on which
registered
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Units,
each consisting of one share of Class A common stock and one-half of one redeemable warrant
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AMCIU
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The Nasdaq
Stock Market LLC
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Class
A common stock, par value $0.0001 per share
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AMCI
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The Nasdaq
Stock Market LLC
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Redeemable
warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50
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AMCIW
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The Nasdaq
Stock Market LLC
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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 4.02. Non-Reliance on Previously Issued
Financial Statements or a Related Audit Report or Completed Interim Review.
In
light of recent comment letters issued by the U.S. Securities and Exchange Commission (the “SEC”), the management of AMCI
Acquisition Corp. II (the “Company”) has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting
classification of the redeemable shares of Class A common stock, par value $0.0001 per share (the “Public Shares”), issued
as part of the units sold in the Company’s initial public offering (the “IPO”) on August 6, 2021. Historically, a portion
of the Public Shares was classified as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that
the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described
in the Company’s amended and restated certificate of incorporation (the “Charter”). Pursuant to such re-evaluation,
the Company’s management has determined that the Public Shares include certain provisions that require classification of all of
the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter.
Therefore,
on November 15, 2021, the Company’s management and the audit committee of the Company’s board of directors (the
“Audit Committee”), after consultation with its advisors, concluded that the Company’s previously issued (i) audited balance sheet as of
August 6, 2021 and (ii) the unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2021, filed with the SEC on September 17, 2021 (collectively, the “Affected
Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such,
the Company intends to restate its financial statements for the Affected Periods in the Company’s Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-Q”).
The
Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established
in connection with the IPO (the “Trust Account”).
The
Company’s management has concluded that in light of the classification error described above, a material weakness exists in the
Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective.
The Company’s remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q.
The
Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to
this Item 4.02 with its independent registered public accounting firm.
Forward-Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United
States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words
such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,”
“may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include,
but are not limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements,
the Company’s cash position and cash held in the Trust Account and any proposed remediation measures with respect to identified
material weaknesses. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number
of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update
or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put
undue reliance on forward-looking statements.
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.
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AMCI ACQUISITION CORP. II
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By:
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/s/ Nimesh Patel
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Name:
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Nimesh Patel
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Title:
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Chief Executive Officer
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Date: November 16, 2021
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