[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents AMCI Acquisition Corp.'s unaudited condensed financial statements, including balance sheets, operations, equity changes, cash flows, and detailed notes [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) This statement details the company's assets, liabilities, and stockholders' equity as of March 31, 2020, and December 31, 2019 Table: Condensed Balance Sheets | ASSETS / LIABILITIES AND STOCKHOLDERS' EQUITY | March 31, 2020 (Unaudited) (USD) | December 31, 2019 (USD) | | :-------------------------------------------- | :------------------------------- | :---------------------- | | **ASSETS** | | | | Cash | $377,064 | $520,422 | | Prepaid expenses and other current assets | $82,473 | $57,109 | | Total Current Assets | $459,537 | $577,531 | | Cash and cash equivalents held in Trust Account | $225,920,285 | $225,433,349 | | Total Assets | $226,379,822 | $226,010,880 | | **LIABILITIES AND STOCKHOLDERS' EQUITY** | | | | Accounts payable | $40,157 | $25,496 | | Accrued expenses | $9,270 | $25,000 | | Franchise tax payable | $50,050 | $200,050 | | Income tax payable | $1,188,436 | $1,033,660 | | Total Current Liabilities | $1,287,913 | $1,284,206 | | Deferred underwriting fees | $7,718,227 | $7,718,227 | | Total Liabilities | $9,006,140 | $9,002,433 | | Common stock subject to possible redemption | $212,373,680 | $212,008,440 | | Total Stockholders' Equity | $5,000,002 | $5,000,007 | | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $226,379,822 | $226,010,880 | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) This statement details the company's financial performance, including operating expenses, other income, and net income, for the three months ended March 31, 2020 and 2019 Table: Condensed Statements of Operations | Operating Expenses / Income | Three Months Ended March 31, 2020 (USD) | Three Months Ended March 31, 2019 (USD) | | :-------------------------- | :-------------------------------------- | :-------------------------------------- | | Operating costs | $116,925 | $133,847 | | Franchise tax expense | $58,794 | $107,290 | | Loss from operations | $(175,719) | $(241,137) | | Other Income – dividends and interest | $695,730 | $1,260,391 | | Income before provision for income tax | $520,011 | $1,019,254 | | Provision for income tax | $(154,776) | $(229,000) | | Net income | $365,235 | $790,254 | | Weighted average number of common shares outstanding, basic and diluted | 6,718,698 | 6,695,829 | | Basic and diluted net loss per share | $(0.01) | $(0.01) | - **Net income decreased** from **$790,254** in Q1 2019 to **$365,235** in Q1 2020, primarily due to a reduction in dividend and interest income from the Trust Account[10](index=10&type=chunk) [Condensed Statements of Changes in Stockholders' Equity](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity) This statement illustrates movements in the company's equity components for the three months ended March 31, 2020, and 2019 Table: Condensed Statements of Changes in Stockholders' Equity | Equity Component | Balance at Jan 1, 2020 (USD) | Change in common stock subject to possible redemption (USD) | Net income (USD) | Balance at Mar 31, 2020 (USD) | | :--------------- | :--------------------------- | :---------------------------------------------------------- | :--------------- | :---------------------------- | | Class A Common Stock (Shares) | 1,205,623 | 5,072 | - | 1,210,695 | | Class A Common Stock (Amount) | $121 | - | - | $121 | | Class B Common Stock (Shares) | 5,513,019 | - | - | 5,513,019 | | Class B Common Stock (Amount) | $551 | - | - | $551 | | Additional paid-in capital | $1,818,808 | $(365,240) | - | $1,453,568 | | Retained earnings | $3,180,527 | - | $365,235 | $3,545,762 | | Total Stockholders' Equity | $5,000,007 | $(365,240) | $365,235 | $5,000,002 | - **Total Stockholders' Equity slightly decreased** from **$5,000,007** at January 1, 2020, to **$5,000,002** at March 31, 2020, influenced by changes in common stock subject to possible redemption and net income[12](index=12&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) This statement presents cash inflows and outflows from operating, investing, and financing activities for the three months ended March 31, 2020, and 2019 Table: Condensed Statements of Cash Flows | Cash Flow Activity | Three Months Ended March 31, 2020 (USD) | Three Months Ended March 31, 2019 (USD) | | :----------------- | :-------------------------------------- | :-------------------------------------- | | Net income | $365,235 | $790,254 | | Dividends and interest on Trust Account | $(695,730) | $(1,260,391) | | Net cash used in operating activities | $(352,152) | $(150,701) | | Trust Account withdrawals for franchise taxes | $208,794 | $- | | Net cash provided by investing activities | $208,794 | $- | | Net Change in Cash | $(143,358) | $(150,701) | | Cash – Beginning | $520,422 | $886,279 | | Cash – Ending | $377,064 | $735,578 | - **Net cash used in operating activities increased significantly** from **$(150,701)** in Q1 2019 to **$(352,152)** in Q1 2020, primarily due to lower net income and higher negative adjustments for dividends and interest on the Trust Account[16](index=16&type=chunk) - The company had **net cash provided by investing activities of $208,794** in Q1 2020, mainly from Trust Account withdrawals for franchise taxes, compared to no investing activities in Q1 2019[16](index=16&type=chunk) [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) These notes provide essential context and detailed explanations for the unaudited condensed financial statements, covering company formation, accounting policies, and financial instruments [Note 1 - Description of Organization and Business Operations](index=8&type=section&id=Note%201%20-%20Description%20of%20Organization%20and%20Business%20Operations) This note describes AMCI Acquisition Corp.'s formation as a blank check company, its IPO, Trust Account, and the deadline for completing a business combination - AMCI Acquisition Corp. was incorporated on **June 18, 2018**, as a blank check company (SPAC) to pursue a business combination, specifically targeting the global natural resource infrastructure, value chain, and logistics-related sectors[19](index=19&type=chunk) - The company completed its Initial Public Offering (IPO) on **November 20, 2018**, raising **$200,000,000**, and an additional **$20,520,770** from an over-allotment option, with proceeds primarily placed in a Trust Account[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) - As of March 31, 2020, the company had **$377,064 in cash** outside the Trust Account and **$225,920,285 in the Trust Account**, with a deadline of **May 20, 2020**, to consummate a Business Combination, which may be extended to **October 20, 2020**, pending stockholder approval[23](index=23&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk)[43](index=43&type=chunk) - Management believes current cash and working capital are **insufficient for planned activities** through the Combination Period, raising substantial doubt about the company's ability to continue as a going concern without additional financing[34](index=34&type=chunk) [Note 2 - Summary of Significant Accounting Policies](index=12&type=section&id=Note%202%20-%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles and policies applied in preparing the condensed financial statements, including basis of presentation, equity classification, and income tax policies - The financial statements are prepared in conformity with GAAP for interim financial information and reflect the company's status as an **'emerging growth company'** under the JOBS Act, allowing for an extended transition period for new accounting standards[37](index=37&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) - Common stock subject to possible redemption is classified as **temporary equity at redemption value**, as redemption rights are outside the company's control[44](index=44&type=chunk) - Net loss per common share is calculated using the **two-class method**, excluding shares subject to possible redemption from basic loss per share calculation, as they only participate in Trust Account earnings[45](index=45&type=chunk)[48](index=48&type=chunk) Table: Net Loss Per Common Share Calculation | Metric | Three Months Ended March 31, 2020 (USD) | Three Months Ended March 31, 2019 (USD) | | :----- | :-------------------------------------- | :-------------------------------------- | | Net income | $365,235 | $790,254 | | Less: Income attributable to common stock subject to possible redemption | $(455,689) | $(874,163) | | Adjusted net loss | $(90,454) | $(83,909) | | Weighted average shares outstanding, basic and diluted | 6,718,698 | 6,695,829 | | Basic and diluted net loss per common share | $(0.01) | $(0.01) | - The company follows the asset and liability method for income taxes (ASC 740) and does not expect the **CARES Act to have a significant impact** on its financial position or operations[50](index=50&type=chunk)[52](index=52&type=chunk) [Note 3 – Initial Public Offering](index=15&type=section&id=Note%203%20%E2%80%93%20Initial%20Public%20Offering) This note details the terms of the company's Initial Public Offering, where 22,052,077 units were sold at $10.00 each, comprising Class A common stock and redeemable warrants - The Company sold **22,052,077 units** in its Initial Public Offering at **$10.00 per unit**[57](index=57&type=chunk) - Each unit consists of **one share of Class A common stock** and **one redeemable warrant**, with each warrant exercisable at **$11.50 per share**[57](index=57&type=chunk) [Note 4 - Private Placement Warrants](index=15&type=section&id=Note%204%20-%20Private%20Placement%20Warrants) This note describes the private placement of 5,910,416 non-redeemable warrants to the Sponsor at $1.00 each, exercisable on a cashless basis - The Sponsor purchased an aggregate of **5,910,416 Private Placement Warrants** at **$1.00 per warrant**, generating **$5,910,416 in gross proceeds**[58](index=58&type=chunk) - These warrants are **non-redeemable** and exercisable on a **cashless basis** when held by the Sponsor or its permitted transferees, expiring five years after a Business Combination or earlier upon liquidation[58](index=58&type=chunk) [Note 5 - Related Party Transactions](index=15&type=section&id=Note%205%20-%20Related%20Party%20Transactions) This note details transactions with related parties, including Founder Shares, administrative services agreements, and potential Working Capital Loans - The Sponsor initially purchased **5,750,000 Founder Shares** for **$25,000**, which automatically convert to Class A common stock upon a Business Combination[60](index=60&type=chunk) - The Sponsor forfeited **236,981 Founder Shares** due to the partial exercise of the over-allotment option[62](index=62&type=chunk) - The company pays an affiliate of the Sponsor **$10,000 per month** for administrative services, totaling **$30,000** for the three months ended March 31, 2020 and 2019[64](index=64&type=chunk) - The Sponsor or its affiliates may provide **Working Capital Loans**, convertible into warrants at **$1.00 per warrant**, to finance transaction costs for a Business Combination[66](index=66&type=chunk) [Note 6 – Commitments](index=17&type=section&id=Note%206%20%E2%80%93%20Commitments) This note outlines the company's commitments, including registration rights for security holders and deferred payment agreements contingent on a business combination - Holders of Founder Shares, Private Placement Warrants, Forward Purchase Units, and securities from Working Capital Loans are entitled to **registration rights**[69](index=69&type=chunk) - The company has **deferred payments totaling $33,984** to a legal firm and a transfer agent/trust company, contingent on the consummation of a Business Combination[70](index=70&type=chunk) [Note 7 - Stockholders' Equity](index=17&type=section&id=Note%207%20-%20Stockholders%27%20Equity) This note details the components of stockholders' equity, including authorized and outstanding shares of preferred, Class A, and Class B common stock, and warrant terms - The company is authorized to issue **1,000,000 shares of preferred stock**, but none were issued or outstanding as of March 31, 2020, and December 31, 2019[71](index=71&type=chunk) - As of March 31, 2020, there were **1,210,695 shares of Class A common stock** and **5,513,019 shares of Class B common stock** issued and outstanding[72](index=72&type=chunk) - Class B common stock automatically converts to Class A common stock upon a Business Combination, with an adjustment mechanism to ensure Class B shares represent **20% of total common stock** post-IPO and Business Combination[74](index=74&type=chunk) - Public Warrants become exercisable **30 days after a Business Combination** or **12 months from the IPO closing**, at an exercise price of **$11.50 per share**, and may be redeemed by the company under certain conditions[75](index=75&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk) [Note 8 - Fair Value Measurements](index=19&type=section&id=Note%208%20-%20Fair%20Value%20Measurements) This note explains the company's fair value measurement approach, categorizing financial assets and liabilities into a three-tier hierarchy based on input observability - The company uses ASC 820-10 for fair value measurements, employing a **three-tier hierarchy**: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than quoted prices), and Level 3 (unobservable inputs)[81](index=81&type=chunk) Table: Fair Value Measurements | Description | Quoted Prices in Active Markets (Level 1) (USD) | | :---------- | :---------------------------------------------- | | Cash and cash equivalents held in Trust Account (March 31, 2020) | $225,920,285 | | Cash and cash equivalents held in Trust Account (December 31, 2019) | $225,433,349 | [Note 9 - Subsequent Events](index=19&type=section&id=Note%209%20-%20Subsequent%20Events) This note discloses subsequent events, specifically a non-binding letter of intent for an initial business combination with a mining company to acquire copper production interests - On **May 7, 2020**, the company entered into a **non-binding letter of intent** for an initial Business Combination with an established mining company to acquire a portfolio of copper production interests[84](index=84&type=chunk) - There is **no assurance** that a definitive agreement will be entered into or that the proposed transaction will be consummated[84](index=84&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition, operating results, liquidity, capital resources, critical accounting policies, and COVID-19 impact [Special Note Regarding Forward-Looking Statements](index=21&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) This section highlights that the report contains forward-looking statements subject to risks and uncertainties, advising readers to consult the Risk Factors section for important factors - The report includes **forward-looking statements** that involve risks and uncertainties, which could cause actual results to differ materially from those projected[87](index=87&type=chunk) - Readers are directed to the **Risk Factors section** of the company's annual report on Form 10-K for important factors that could impact actual results[87](index=87&type=chunk) [Overview](index=21&type=section&id=Overview) This overview describes the company as a blank check entity formed for a business combination, outlining potential risks from issuing additional shares or incurring significant indebtedness - AMCI Acquisition Corp. is a **blank check company** formed on **June 18, 2018**, to effect a business combination using proceeds from its IPO, capital stock, debt, or a combination[88](index=88&type=chunk) - Issuing additional shares in a business combination may significantly **dilute equity interests**, subordinate common stock rights, cause a change in control, delay changes of control, and adversely affect market prices[88](index=88&type=chunk) - Incurring significant indebtedness could lead to **default**, acceleration of obligations, inability to obtain additional financing, restrictions on dividends, and increased vulnerability to adverse economic conditions[89](index=89&type=chunk)[91](index=91&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) The company has not generated operating revenues, focusing on its formation and IPO, with non-operating income from trust account investments offset by expenses and taxes - The company has **not engaged in operations or generated revenues**, with activities focused on formation, IPO, and identifying a target for a business combination[93](index=93&type=chunk) - **Non-operating income** is generated from dividends and interest on marketable securities held in the trust account[93](index=93&type=chunk) Table: Results of Operations Summary | Metric | Three Months Ended March 31, 2020 (USD) | Three Months Ended March 31, 2019 (USD) | | :----- | :-------------------------------------- | :-------------------------------------- | | Net income | $365,235 | $790,254 | | Dividend and interest income | $695,730 | $1,260,391 | | Operating costs | $175,719 | $241,137 | | Provision for income taxes | $154,776 | $229,000 | [Liquidity and Capital Resources](index=22&type=section&id=Liquidity%20and%20Capital%20Resources) This section details the company's liquidity from IPO and private placement proceeds, held in and outside the trust account, and discusses potential needs for additional financing - The company's IPO and private placement generated **gross proceeds of $220,520,770**, with **$220,520,770 placed in a U.S.-based trust account**[95](index=95&type=chunk)[97](index=97&type=chunk) - As of March 31, 2020, the company had **$377,064 in cash** outside the trust account and **working capital of $410,110**, intended for identifying and evaluating target businesses[99](index=99&type=chunk) - The Sponsor or affiliates may provide **Working Capital Loans**, convertible into warrants, to fund transaction costs if needed[100](index=100&type=chunk) - Management believes current liquidity is sufficient through the combination period, but acknowledges potential need for **additional financing** if transaction costs are underestimated or significant public share redemptions occur[101](index=101&type=chunk)[102](index=102&type=chunk) [Off-balance Sheet Financing Arrangements](index=24&type=section&id=Off-balance%20Sheet%20Financing%20Arrangements) As of March 31, 2020, the company reported no off-balance sheet financing arrangements, including variable interest entities or debt guarantees - As of March 31, 2020, the company had **no off-balance sheet arrangements**, including relationships with unconsolidated entities or guarantees of debt[103](index=103&type=chunk) [Contractual Obligations](index=24&type=section&id=Contractual%20Obligations) The company has no long-term debt or purchase obligations, with its primary contractual obligation being a $10,000 monthly administrative fee to an affiliate of its sponsor - The company has **no long-term debt**, capital lease obligations, operating lease obligations, purchase obligations, or long-term liabilities[104](index=104&type=chunk) - The sole contractual obligation is a **$10,000 monthly fee** to an affiliate of the sponsor for office space, utilities, and administrative support, commencing November 16, 2018, until a business combination or liquidation[104](index=104&type=chunk) [Critical Accounting Policies](index=24&type=section&id=Critical%20Accounting%20Policies) This section highlights critical accounting policies requiring significant management judgment, focusing on common stock subject to possible redemption and net loss per common share - The preparation of financial statements requires management to make **significant estimates and assumptions**, with actual results potentially differing materially[105](index=105&type=chunk) - Common stock subject to possible redemption is classified as **temporary equity at redemption value** due to redemption rights being outside the company's control[106](index=106&type=chunk) - Net loss per common share is calculated using the **two-class method**, excluding redeemable common stock from basic net loss per share as they only participate in trust account earnings[107](index=107&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company reports no material market or interest rate risk as of March 31, 2020, due to its investments in short-term U.S. government treasury obligations and lack of hedging activities - As of March 31, 2020, the company was **not subject to any material market or interest rate risk**[108](index=108&type=chunk) - Proceeds in the trust account are invested in money market funds holding direct U.S. government treasury obligations, and due to their short-term nature, there is **no material exposure to interest rate risk**[108](index=108&type=chunk) - The company has **not engaged in any hedging activities** since its inception and does not expect to do so[108](index=108&type=chunk) [Item 4. Control and Procedures](index=25&type=section&id=Item%204.%20Control%20and%20Procedures) This section details the evaluation of the company's disclosure controls and procedures, concluding their effectiveness as of March 31, 2020, with no material changes in internal control [Evaluation of Disclosure Controls and Procedures](index=25&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) The CEO and CFO evaluated and concluded the effectiveness of the company's disclosure controls and procedures as of March 31, 2020 - The CEO and CFO evaluated the effectiveness of disclosure controls and procedures as of **March 31, 2020**[111](index=111&type=chunk) - Based on their evaluation, the disclosure controls and procedures were concluded to be **effective**[111](index=111&type=chunk) [Changes in Internal Control Over Financial Reporting](index=25&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) There were no material changes in the company's internal control over financial reporting during the quarter ended March 31, 2020 - **No material changes** in internal control over financial reporting occurred during the quarter ended March 31, 2020[111](index=111&type=chunk) [PART II – OTHER INFORMATION](index=25&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, unregistered sales of equity securities, and other required disclosures [Item 1. Legal Proceedings](index=25&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings as of the filing date - There are **no legal proceedings** to report[112](index=112&type=chunk) [Item 1A. Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) This section refers to risk factors from the annual report and highlights the material adverse effect of the COVID-19 outbreak on the search for a business combination - The company's actual results could differ materially from expectations due to risks described in its **annual report on Form 10-K**[112](index=112&type=chunk) - The search for a business combination and any target business may be **materially adversely affected by the recent coronavirus (COVID-19) outbreak**, impacting travel, meetings, and the ability to consummate a transaction[113](index=113&type=chunk)[114](index=114&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the unregistered private placement of 5,910,416 warrants to the Sponsor at $1.00 each, with proceeds placed in the trust account - The company consummated a private placement of **5,500,000 warrants** to its Sponsor at **$1.00 per warrant**, generating **$5,500,000**[116](index=116&type=chunk) - An additional **410,416 private placement warrants** were sold to the Sponsor for **$410,416** in connection with the over-allotment option[116](index=116&type=chunk) - These private placement warrants are **identical to the warrants sold in the Initial Public Offering** and were issued under the exemption from registration in Section 4(a)(2) of the Securities Act[116](index=116&type=chunk)[118](index=118&type=chunk) - A total of **$220,520,770** from the IPO and private placement was placed in a trust account[118](index=118&type=chunk) [Item 3. Defaults Upon Senior Securities](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There were **no defaults upon senior securities**[118](index=118&type=chunk) [Item 4. Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are **not applicable** to the company[118](index=118&type=chunk) [Item 5. Other Information](index=27&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item - **No other information** is reported under this item[118](index=118&type=chunk) [Item 6. Exhibits](index=27&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q, including certifications and XBRL documents Table: Exhibits Filed | Exhibit Number | Description | | :------------- | :---------- | | 31.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 32.1** | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 101.INS | XBRL Instance Document | | 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | | 101.SCH | XBRL Taxonomy Extension Schema Document | | 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document | | 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | [SIGNATURES](index=28&type=section&id=SIGNATURES) The report is duly signed on behalf of AMCI Acquisition Corp. by its Chief Executive Officer, Chief Financial Officer, President, and Director on May 11, 2020 - The report was signed by **William Hunter**, Chief Executive Officer, Chief Financial Officer, President, and Director, on **May 11, 2020**[122](index=122&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 1501 Ligonier Street, Suite 370 Latrobe, PA 15650 (Address of principal executive offices) (Zip Code) Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, par value $0.0001 per share AMCI The NASDAQ Stock Market LLC Warrants to purchase one share of Common Stock AMCIW The NASDAQ Stock Market LLC Units, each consisting of one share of Common Stock and one Warrant AMCIU The NASDAQ Stock Market LLC ...

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 September 30, 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 jurisdicti ...

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].