PART I – FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed financial statements as of June 30, 2019, provide a snapshot of the company's financial position and performance Condensed Balance Sheet Data (as of June 30, 2019) | Metric | June 30, 2019 (Unaudited) | December 31, 2018 | | :--- | :--- | :--- | | Cash and cash equivalents held in Trust Account | $223,336,547 | $221,060,045 | | Total Assets | $224,065,917 | $222,076,149 | | Total Liabilities | $8,322,174 | $7,965,591 | | Common stock subject to possible redemption | $210,743,740 | $209,110,550 | | Total Stockholders' Equity | $5,000,003 | $5,000,008 | Condensed Statement of Operations Data | Period | Other Income (Dividends & Interest) | Loss from Operations | Net Income | | :--- | :--- | :--- | :--- | | Three Months Ended June 30, 2019 | $1,270,690 | $(153,620) | $842,931 | | Six Months Ended June 30, 2019 | $2,531,081 | $(394,757) | $1,633,185 | Condensed Statement of Cash Flows (Six Months Ended June 30, 2019) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | $(501,571) | | Net cash provided by investing activities | $254,579 | | Net cash provided by financing activities | $0 | | Net Change in Cash | $(246,992) | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Detailed disclosures support the financial statements, outlining accounting policies, IPO details, and stockholders' equity structure [Note 1 - Organization and Business Operations](index=8&type=section&id=Note%201%20-%20Description%20of%20Organization%20and%20Business%20Operations) AMCI Acquisition Corp operates as a blank-check company focused on the natural resource sectors with a May 2020 deadline for a business combination - The Company is a special purpose acquisition company (SPAC) intending to focus its search for a business combination on companies in the **global natural resource infrastructure, value chain, and logistics-related sectors**[20](index=20&type=chunk) - The Company consummated its Initial Public Offering in November 2018, raising gross proceeds of **$200 million** from 20 million units, with an additional **$20.5 million** from an over-allotment option[21](index=21&type=chunk)[23](index=23&type=chunk) - The Company has until **May 20, 2020** (the "Combination Period") to complete a Business Combination, or it will be required to cease operations, redeem public shares, and dissolve[30](index=30&type=chunk) [Note 2 - Summary of Significant Accounting Policies](index=11&type=section&id=Note%202%20-%20Summary%20of%20Significant%20Accounting%20Policies) Key accounting policies include using the extended transition period for new standards and classifying redeemable common stock as temporary equity - The Company is an **"emerging growth company"** under the JOBS Act and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[37](index=37&type=chunk)[38](index=38&type=chunk) - Common stock subject to possible redemption is classified as **temporary equity** outside of the stockholders' equity section, as redemption is outside the Company's control[43](index=43&type=chunk) - Net loss per share is calculated using the **two-class method**, excluding shares subject to possible redemption from the basic calculation as they only participate in Trust Account earnings[44](index=44&type=chunk) [Note 3 & 4 – Initial Public Offering and Private Placement Warrants](index=14&type=section&id=Note%203%20%26%204%20%E2%80%93%20Initial%20Public%20Offering%20and%20Private%20Placement%20Warrants) The company sold over 22 million units in its IPO and concurrently sold over 5.9 million non-redeemable warrants to its Sponsor - The Company sold **22,052,077 units at $10.00 per unit** in its IPO, with each unit including one Class A common stock and one redeemable warrant to purchase a share at $11.50[56](index=56&type=chunk) - Simultaneously with the IPO, the Sponsor purchased an aggregate of **5,910,416 Private Placement Warrants at $1.00 each**, which will expire worthless if a Business Combination is not completed[57](index=57&type=chunk) [Note 5 - Related Party Transactions](index=14&type=section&id=Note%205%20-%20Related%20Party%20Transactions) The Sponsor purchased founder shares for $25,000, provides administrative services for a monthly fee, and may offer convertible working capital loans - The Sponsor purchased **5,750,000 Class B Founder Shares** for an aggregate price of **$25,000**[59](index=59&type=chunk) - The Company pays an affiliate of the Sponsor **$10,000 per month** for office space and administrative support, totaling $60,000 for the six months ended June 30, 2019[62](index=62&type=chunk) - The Sponsor may provide Working Capital Loans, of which up to **$1,500,000 may be convertible into warrants** at $1.00 per warrant[64](index=64&type=chunk) [Note 6 – Commitments](index=15&type=section&id=Note%206%20%E2%80%93%20Commitments) The company has granted registration rights to certain security holders and has deferred fee payments contingent on a business combination - Holders of Founder Shares and Private Placement Warrants are entitled to **registration rights** for the resale of their securities after a Business Combination[65](index=65&type=chunk) - The Company has deferred payments to a legal firm and a transfer agent totaling **$25,708** as of June 30, 2019, which are contingent upon the consummation of a Business Combination[67](index=67&type=chunk) [Note 7 - Stockholders' Equity](index=16&type=section&id=Note%207%20-%20Stockholders'%20Equity) The company's equity structure includes Class A and Class B common shares, with specific conversion and redemption features for its warrants - As of June 30, 2019, there were **1,186,360 shares of Class A common stock** and **5,513,019 shares of Class B common stock** issued and outstanding (excluding shares subject to redemption)[69](index=69&type=chunk) - Class B common stock will **automatically convert into Class A common stock** on a one-for-one basis at the time of a Business Combination, subject to anti-dilution adjustments[70](index=70&type=chunk) - Public Warrants may be redeemed by the Company for $0.01 per warrant if the Class A common stock price **equals or exceeds $18.00 per share** for any 20 trading days within a 30-day period[74](index=74&type=chunk) [Note 8 - Fair Value Measurements](index=18&type=section&id=Note%208%20-%20Fair%20Value%20Measurements) Assets held in the Trust Account are classified as Level 1 fair value measurements based on quoted prices in active markets - Assets held in the Trust Account are measured at fair value and are classified as **Level 1**, based on quoted prices in active markets for identical assets[82](index=82&type=chunk)[83](index=83&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's limited operational history, with income derived from trust account interest and sufficient liquidity for its search period [Results of Operations](index=20&type=section&id=Results%20of%20Operations) The company generated no operating revenue, with net income for the first half of 2019 driven by interest income from its trust account Net Income Summary | Period | Net Income/(Loss) | Key Components | | :--- | :--- | :--- | | Three Months Ended June 30, 2019 | $842,931 | $1.27M interest income, offset by operating costs and taxes | | Six Months Ended June 30, 2019 | $1,633,185 | $2.53M interest income, offset by operating costs and taxes | | Inception (June 18, 2018) to June 30, 2018 | $(2,600) | Operating costs | [Liquidity and Capital Resources](index=20&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is sourced from cash held outside the trust and potential sponsor loans, deemed sufficient through May 20, 2020 - As of June 30, 2019, the Company had **$639,287 in cash** held outside the trust account and working capital of **$698,473**[99](index=99&type=chunk) - The Sponsor may provide working capital loans up to **$1,500,000** to fund transaction costs, which may be convertible into warrants[100](index=100&type=chunk) - Management believes the Company has **sufficient liquidity** to meet its anticipated obligations through May 20, 2020[101](index=101&type=chunk)[102](index=102&type=chunk) [Critical Accounting Policies](index=22&type=section&id=Critical%20Accounting%20Policies) Critical accounting policies involve the classification of redeemable common stock as temporary equity and the use of the two-class method for EPS - Common stock subject to possible redemption is classified as **temporary equity** because the redemption features are outside of the Company's control[107](index=107&type=chunk) - Net loss per common share is computed using the **two-class method**, excluding shares subject to redemption from the basic loss per share calculation[108](index=108&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=22&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company has no material market or interest rate risk as its trust account funds are invested in short-term U.S. government treasury obligations - The Company's funds held in the trust account are invested in money market funds holding U.S. government treasury obligations, resulting in **no material exposure to interest rate risk**[109](index=109&type=chunk) [Controls and Procedures](index=23&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2019, with no material changes in internal controls - Management concluded that as of June 30, 2019, the Company's **disclosure controls and procedures were effective**[111](index=111&type=chunk) - There were **no material changes** in the Company's internal control over financial reporting during the quarter ended June 30, 2019[112](index=112&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings and Risk Factors](index=23&type=section&id=Item%201%20%26%201A.%20Legal%20Proceedings%20and%20Risk%20Factors) The company reports no legal proceedings and no material changes to its previously disclosed risk factors - The Company has **no legal proceedings** to report[113](index=113&type=chunk) - There have been **no material changes** to the risk factors disclosed in the Company's Annual Report on Form 10-K[113](index=113&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=23&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Proceeds from the IPO and private warrant placement were primarily deposited into a trust account after deducting underwriting fees and offering costs - Simultaneously with the IPO, the Company sold **5,910,416 Private Placement Warrants** to the Sponsor at $1.00 each, which was an unregistered sale exempt under Section 4(a)(2) of the Securities Act[115](index=115&type=chunk) - Of the gross proceeds from the IPO and private placement, **$220,520,770 was placed in a trust account**, while the company paid $4,410,416 in underwriting fees and $524,623 in other costs[117](index=117&type=chunk) [Other Items](index=24&type=section&id=Other%20Items%20(3,%204,%205,%206)) The company reports no defaults on senior securities, no mine safety disclosures, and no other material information for the period - The Company reports **no defaults upon senior securities**, no mine safety disclosures, and no other material information under Item 5[117](index=117&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38615 AMCI ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 83-0982969 (State or other jurisdiction o ...

Acquisition Strategy - The company is focused on acquiring middle market companies or assets valued between $500 million and $1.0 billion of enterprise value in the Natural Resources and METS sectors[16]. - The management team has invested over $1.5 billion in more than 40 Natural Resource and METS transactions, indicating extensive experience in the sector[13]. - Current market conditions have led to many Natural Resources and METS companies facing undercapitalization, increasing the number of investment opportunities[13]. - The management team believes that capital constraints in the natural resource value chain present attractive acquisition opportunities[16]. - The company intends to utilize a research-intensive, analytical process to source investment opportunities, leveraging the management team's industry experience[19]. - The management team is expected to improve the strategic and operational performance of acquired assets and businesses[20]. - The management team will conduct disciplined valuation analyses and rigorous due diligence as part of the acquisition process[19]. - The company may pursue an Affiliated Joint Acquisition with entities affiliated with its Executive Chairman and sponsor, contingent on regulatory compliance and mutual benefits[25]. - The management team has extensive experience and relationships in the Natural Resources and METS sectors, enhancing the potential for business combinations[36]. Financial Resources - The company has $221,060,045 available for an initial business combination, before deducting $7,718,227 in deferred underwriting fees[45]. - The contingent forward purchaser has a contract to buy up to 5,000,000 units at $10.00 each, totaling up to $50,000,000[30]. - The company intends to effectuate its initial business combination using cash from its initial public offering, private placement warrants, and a contingent forward purchase contract of up to $50,000,000 to purchase up to 5,000,000 units[46]. - The company may seek to raise additional funds through private offerings of debt or equity securities to target larger businesses than those that could be acquired with the net proceeds from the initial public offering[48]. - The company has access to approximately $886,279 from the proceeds of its initial public offering held outside the trust account as of December 31, 2018[90]. Business Combination and Redemption - The company aims to complete one or more business combinations with an aggregate fair market value of at least 80% of the value of the assets held in the trust account[24]. - The company aims to acquire at least 50% of the voting securities of the target business to avoid registration as an investment company[26]. - The company will provide public stockholders the opportunity to redeem shares at a price equal to the amount in the trust account divided by the number of outstanding public shares[64]. - The company intends to redeem public shares if it cannot complete its initial business combination by May 20, 2020, which will extinguish stockholders' rights[93]. - The company cannot redeem public shares if it would cause net tangible assets to fall below $5,000,001 upon consummation of the initial business combination[71]. - If stockholders tender more shares than offered, the tender offer will be withdrawn, and the initial business combination will not be completed[68]. - Public stockholders are restricted from seeking redemption rights for more than 15% of the shares sold in the initial public offering, referred to as "Excess Shares"[73]. - The redemption price will be equal to the aggregate amount in the trust account divided by the number of outstanding public shares, minus up to $100,000 for dissolution expenses[80]. - If the initial business combination is not completed by May 20, 2020, the company will cease operations, redeem public shares, and liquidate[80]. - The per-share redemption amount for stockholders upon dissolution is projected to be $10.00, but actual amounts may be lower due to creditor claims[85]. Regulatory and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[41]. - The company intends to remain an emerging growth company until it meets specific revenue or market value thresholds[44]. - The company will provide public stockholders the opportunity to redeem shares of Class A common stock upon completion of the initial business combination, either through a stockholder meeting or a tender offer[65]. - If stockholder approval is required, the company will conduct redemptions in conjunction with a proxy solicitation and file proxy materials with the SEC[69]. - A quorum for the stockholder meeting requires a majority of the voting power, and only 37.5% of public shares (8,269,529 out of 22,052,077) need to vote in favor for the initial business combination to be approved[70]. - The company’s sponsor, officers, and directors have waived rights to liquidating distributions from the trust account for founder shares if the initial business combination is not completed by the deadline[81]. - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2019, as mandated by the Sarbanes-Oxley Act[102]. Risks and Challenges - The company may face competition from other entities with similar business objectives, which could limit its ability to acquire larger target businesses[23]. - The company plans to focus its search for an initial business combination in a single industry, which may expose it to risks associated with a lack of diversification[54]. - The company has not secured third-party financing for its initial business combination, and there is no assurance that it will be available[45]. - The company does not currently anticipate engaging professional firms for business acquisitions but may do so in the future if deemed beneficial[50]. - The company has sought waivers from vendors and service providers regarding claims to the trust account, but there is no guarantee these will be executed[86]. - Stockholders may be liable for claims by third parties to the extent of distributions received in a dissolution scenario[91]. - If the trust account proceeds fall below $10.00 per public share due to asset value reductions, the company cannot assure that stockholders will receive this amount[89]. - The company has not reserved for indemnification obligations related to claims against the trust account, raising concerns about the ability to satisfy such obligations[88]. Operational Structure - The company has agreed to pay an affiliate of its sponsor a total of $10,000 per month for office space and administrative support[50]. - The company currently has four officers who are not obligated to devote specific hours to its affairs until the initial business combination is completed[99]. - Financial statements of prospective target businesses will be provided to stockholders as part of the tender offer materials, which may limit the pool of potential targets[101].