Item 8.01. Other Events.
On May 7, 2020, AMCI Acquisition Corp. (the "Company") entered into a
non-binding letter of intent (the "Letter of Intent") with an established mining
company (the "Third Party") for an initial business combination. Under the terms
of the Letter of Intent, the Company would acquire an attractive portfolio of
copper production interests (the "Portfolio"). The Portfolio is underpinned by a
long-standing, producing operation located in one of the world's most productive
copper belts, which is forecasted to produce in excess of 50,000 metric tons of
copper in 2021. The new copper production focused business will be led by an
experienced management team with a world-class development and operating track
record. The Company will seek to utilize its initial asset base and financial
and technical capability to pursue an aggressive growth strategy in the copper
industry, including further asset development, acquisitions and industry
consolidation. The Company's management believes copper presents an attractive
investment opportunity given the commodity's significant demand growth
potential, driven by copper's use in electric vehicles, renewable energy and
antimicrobial applications, and believes that copper has upside pricing
potential relative to current market levels.
Completion of the transaction is subject to, among other matters, the completion
of due diligence, the negotiation of a definitive agreement providing for the
transaction, satisfaction of the conditions negotiated therein and approval of
the transaction by the Company's stockholders. Accordingly, there can be no
assurance that a definitive agreement will be entered into or that the proposed
transaction will be consummated.
In connection with the execution of the Letter of Intent, an affiliate of the
Third Party agreed to, among other things, loan the Company the necessary funds
to deposit in the Company's trust account for each share of the Company's Class
A common stock that is not redeemed in connection with the proposed extension of
the Company's termination date from May 20, 2020 until October 20, 2020, subject
to certain conditions. In exchange, such affiliate will receive a portion of the
founder shares and private placement warrants of the Company owned by the
Company's sponsor.
Forward-Looking Statements
Certain statements made herein are "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by the use of
words such as "anticipate", "believe", "expect", "estimate", "plan", "outlook",
and "project" and other similar expressions that predict or indicate future
events or trends or that are not statements of historical matters. These
forward-looking statements reflect the current analysis of existing information
and are subject to various risks and uncertainties. As a result, caution must be
exercised in relying on forward-looking statements. Due to known and unknown
risks, our actual results may differ materially from our expectations or
projections. The following factors, among others, could cause actual results to
differ materially from those described in these forward-looking statements: the
occurrence of any event, change or other circumstances that could give rise to
the terms of the Letter of Intent not hereafter being memorialized in a
definitive agreement; the ability of the Company to meet Nasdaq listing
standards following the transaction and in connection with the consummation
thereof; the inability to complete the transactions contemplated by the Letter
of Intent and any definitive agreement entered into by the parties due to the
failure to obtain approval of the stockholders of the Company; the failure to
obtain the necessary financing for the transaction; the failure to meet
projected production targets; costs related to the proposed transaction; changes
in applicable laws or regulations; the ability of the combined company to meet
its financial and strategic goals, due to, among other things, competition, the
ability of the combined company to pursue a growth strategy and manage growth
profitability; the possibility that the combined company may be adversely
affected by other economic, business, and/or competitive factors; the effect of
the COVID-19 pandemic on the Company and the target and their ability to enter
into a definitive agreement for the transaction or to consummate the
transaction; and other risks and uncertainties described herein, as well as
those risks and uncertainties discussed from time to time in other reports and
other public filings with the Securities and Exchange Commission (the "SEC") by
the Company.
Additional information concerning these and other factors that may impact our
expectations and projections can be found in our periodic filings with the SEC,
including our Annual Report on Form 10-K for the fiscal year ended December 31,
2019, the definitive proxy statement filed by the Company with the SEC on April
28, 2020 wherein the Company is seeking stockholder approval to extend the date
by which the Company has to consummate a business combination from May 20, 2020
until October 20, 2020 (the "Extension Proxy"), and in the preliminary and
definitive proxy statements to be filed by the Company with the SEC regarding
the transaction when available. The Company's SEC filings are available publicly
on the SEC's website at www.sec.gov. The Company disclaims any obligation to
update the forward-looking statements, whether as a result of new information,
future events or otherwise.
Additional Information about the Transaction and Where to Find It
In connection with the proposed transaction, the Company intends to file a
preliminary proxy statement with the SEC and will mail a definitive proxy
statement and other relevant documents to its stockholders. Investors and
security holders of the Company are advised to read, when available, the
preliminary proxy statement, and amendments thereto, and the definitive proxy
statement in connection with the Company's solicitation of proxies for its
stockholders' meeting to be held to approve the transaction because the proxy
statement will contain important information about the transaction and the
parties to the transaction. The definitive proxy statement will be mailed to
stockholders of the Company as of a record date to be established for voting on
the transaction. Stockholders will also be able to obtain copies of the proxy
statement, without charge, once available, at the SEC's website at www.sec.gov
or by directing a request to: AMCI Acquisition Corp., 1501 Ligonier Street,
Suite 370, Latrobe, PA.
Participants in Solicitation
The Company and the target company and their respective directors, executive
officers and other members of their management and employees, under SEC rules,
may be deemed to be participants in the solicitation of proxies of the Company's
stockholders in connection with the proposed transaction. Investors and security
holders may obtain more detailed information regarding the names, affiliations
and interests in the Company of directors and officers of the Company in the
Company's Extension Proxy, which was filed with the SEC on April 28, 2020.
Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to the Company's stockholders in
connection with the proposed transaction will be set forth in the proxy
statement for the proposed transaction when available. Information concerning
the interests of the Company's and the target companies' participants in the
solicitation, which may, in some cases, be different than those of the Company's
and the target companies' stockholders generally, will be set forth in the proxy
statement relating to the transaction when it becomes available.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses