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As filed with the U.S. Securities and Exchange Commission on October 2, 2019

April 8, 2024

Registration No. 333-233677

333-       ​

​
​
UNITED STATES


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

​
FORM S-3
S-3

REGISTRATION STATEMENT


UNDER


THE SECURITIES ACT OF 1933

​
Amplify Energy Corp.

(Exact name of registrant as specified in its charter)

​
Delaware
1311
82-1326219

(State or other jurisdiction of


incorporation or organization)

​		​

(Primary Standard Industrial

Classification Code Number)

​

82-1326219
(I.R.S. Employer


Identification No.)

Number)
​

500 Dallas Street, Suite 1700


Houston, TexasTX 77002

(713)
490-8900(832) 219-9001

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

​

​
Eric M. Willis


Senior Vice President, General Counsel & Land

Amplify Energy Corp.

Corporate Secretary
500 Dallas Street, Suite 1700


Houston, Texas 77002

(713)
490-8900(832) 219-9001

(Name, address, including zip code, and telephone number, including area code, of agent for service)

​

​
Copies of all communications, including communications sent to agent for service, should be sent to:

Matthew R. Pacey,

Brooks W. Antweil

P.C.
Kirkland & Ellis LLP


609 Main Street Suite 4500


Houston, Texas 77002


(713) 836-3600

​
836-3786

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒

If this Form is filed to registeredregister additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities actAct registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.

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Large accelerated filer

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☐

​		☐

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​Accelerated filer

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☒

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Non-accelerated filer

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☐

​		☐

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​Smaller reporting company

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☐

​		☒​
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​​​​

Emerging growth company

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☐

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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 7(a)(2)(B) of the Securities Act. ☐

The registrant

Each Registrant hereby amends this Registrationregistration statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment which specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities actAct of 1933 or until this Registration Statementregistration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

CALCULATION

​
​
TABLE OF REGISTRATION FEE

 

Title of Each Class of

Securities to be Registered

 Amount
to be
Registered		 Proposed
Maximum
Offering Price
per Security(1)		 Proposed
Maximum
Aggregate
Offering Price(1)		 Amount of
Registration Fee

Common Stock, par value $0.01 per share

 12,291,246 5.74 $70,551,752.00 $8,550.87(2)

 

 

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended. In accordance with Rule 457(c) of the Securities Act of 1933, as amended, the price shown is the average of the high and low sales prices of the Common Stock on September 5, 2019 as reported on the New York Stock Exchange.

(2)

Registration fee previously paid.

CONTENTS


EXPLANATORY NOTE
We are filing this registration statement on Form S-3 with the Securities and Exchange Commission using a “shelf” registration process to replace our prior registration statement on Form S-3 (File No. 333-254149) originally filed on March 11, 2021 and declared effective on April 9, 2021 (the “Prior Registration Statement”), in accordance with applicable Securities and Exchange Commission regulations. Under this shelf registration statement, we may, from time to time, sell any combination of the securities described herein, in one or more offerings, up to a maximum aggregate offering price of $250,000,000. Pursuant to Rule 415(a)(5)(ii) under the Securities Act of 1933, as amended, by filing this shelf registration statement, we may issue and sell securities covered by the Prior Registration Statement until the earlier of (i) the effective date of this shelf registration statement and (ii) October 6, 2024, which is 180 days after the third-year anniversary of the effective date of the Prior Registration Statement.

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The information in this prospectus is not complete and may be changed. The securities described hereinWe may not be soldsell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell suchthese securities and it is not soliciting an offer to buy suchthese securities in any state or jurisdiction where suchthe offer or sale is not permitted.


Subject to completion dated October 2, 2019SUBJECT TO COMPLETION, DATED APRIL 8, 2024

PROSPECTUS

12,291,246 Shares

LOGO

$250,000,000
[MISSING IMAGE: lg_amplifyenergy-4c.jpg]
Amplify Energy Corp.

12,291,246 SHARESOF COMMON STOCK

This prospectus relates

Debt Securities
Common Stock
Preferred Stock
Depositary Shares
Warrants
​
From time to thetime we may offer and resale ofsell up to an aggregate of 12,291,246 shares$250,000,000 of:
•
Debt securities, which may be senior or subordinated;
​
•
Shares of common stock, par value $0.01 per share (the “Common Stock”), of Amplify Energy Corp. (the “Company”) by the selling stockholders identified in this prospectus. The Common Stock offered under this prospectus was issued to such selling stockholders pursuant to that certain Agreement and Plan of Merger, dated as of May 5, 2019 (the “Merger Agreement”), by and among Midstates Petroleum Company, Inc., a Delaware corporation (“Midstates”), Midstates Holdings, Inc., a Delaware corporation and direct, wholly owned subsidiary of Midstates (“Merger Sub”) and Amplify Energy Corp., a Delaware corporation (“Legacy Amplify”), pursuant to which Merger Sub merged with and into Legacy Amplify, with Legacy Amplify surviving the Merger as a wholly owned subsidiary of Midstates (the “Merger”), and immediately following the Merger, Legacy Amplify merged with and into Alpha Mike Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of Midstates (“LLC Sub”), with LLC Sub surviving as a wholly owned subsidiary of Midstates. On August 6, 2019 (the “Effective Date”), the Merger closed and, pursuant to the Merger Agreement, Midstates changed its name to “Amplify Energy Corp.” and LLC Sub changed its name to “Amplify Energy Holdings LLC.” Also on the Effective Date, pursuant to the Merger Agreement, each share of Legacy Amplify common stock held by such selling stockholders was converted into the right to receive 0.933 shares of common stock of the Company, rounded up to the nearest whole share. stock;
​
•
Shares of Common Stock registered hereunder represent shares of Common Stock that were issued to the selling stockholders in connection with the Merger as consideration for shares of Legacy Amplify common stock held by such selling stockholders prior to the closing of the Merger.

Pursuant to this prospectus, the selling stockholders are permitted topreferred stock;

​
•
Depositary shares; and
​
•
Warrants.
​
We may offer shares of our Common Stockand sell these securities from time to time ifin one or more classes or series and to the extent as they may determine, through public or private transactions or through other means described in the section of this prospectus entitled “Plan of Distribution” at prevailing market prices,amounts, at prices different than prevailingand on terms to be determined by market prices orconditions and other factors at privately negotiated prices.the time of our offerings. The selling stockholdersaggregate initial offering price of the securities that we will offer will not exceed $250,000,000.
We may offer and sell sharesthese securities through agents, they select or through underwriters and dealers they select. The selling stockholders also may sell shares directly to investors. If the selling stockholders use agents, underwriters or dealers or directly to sellone or more purchasers, including existing shareholders, or through a combination of these methods. This prospectus provides you with a general description of these securities and the shares,general manner in which we will name such agents, underwritersoffer the securities. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or dealers and describe any applicable commissions or discounts in a supplement to this prospectus if required.

We are registering the offer and sale of the shares of Common Stock hereunder pursuant to the amended and restated registration rights agreement, dated August 6, 2019, between the Company and certain of its stockholders (the “Registration Rights Agreement”). We have agreed to bear all of the expenses incurred in connection with the registration of the shares of Common Stock. The selling stockholders will pay or assume underwriting fees, discounts and commissions or similar charges, if any, incurred in the sale of the shares of Common Stock.

The selling stockholders identifiedchange information contained in this prospectus are offering all of the shares of Common Stock under this prospectus. We will not receive any proceeds from the sale of shares of our Common Stock by the selling stockholders.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should carefully read this prospectus and any prospectus supplement or amendment before you invest. You also should read the documents we have referred you to in the “Where You Can Find More Information” and the “Information Incorporated by Reference” sections of this prospectus for information about us and our financial statements.

Our Common Stockcommon stock is listedtraded on the New York Stock Exchange (the “NYSE”(“NYSE”) under the symbol “AMPY.” On October 1, 2019,April 4, 2024, the closing price of our Common Stock on the NYSE was $6.14$6.84 per share.

Our principal executive offices are located at 500 Dallas Street, Suite 1700, Houston, Texas 77002, and our telephone number at that address is (832) 219-9001.
​
Investing in our Common Stocksecurities involves risks. You should read carefully this prospectus, the documents incorporated by reference in this prospectus and any prospectus supplement before you invest. See “Risk Factors”“Risk Factors” beginning on page 32 of this prospectus andfor information on certain risks related to the “Risk Factors” sections in our and Legacy Amplify’s Annual Reports on Form10-K for the year ended December 31, 2018 to read about risks you should consider before buying sharespurchase of our Common Stock.

securities.

Neither the SECSecurities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated

​
The date of this prospectus is           , 2019

2024.

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​​​Page​

ABOUT THIS PROSPECTUS
​​​​ii​​
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

​​ii​​iii​​

PROSPECTUS SUMMARY

​​1​​1​​

RISK FACTORS

​​3​​2​​

USE OF PROCEEDS

​​4​​3​​

DETERMINATION OF OFFERING PRICE

4

SELLING STOCKHOLDERS

5

PLAN OF DISTRIBUTION

​​7​​4​​

DESCRIPTION OF DEBT SECURITIES
​​​​6​​
DESCRIPTION OF CAPITAL STOCK

​​9​​8​​

DESCRIPTION OF DEPOSITARY SHARES
​​​​12​​
DESCRIPTION OF WARRANTS
​​​​13​​
LEGAL MATTERS

​​13​​14​​

EXPERTS

​​13​​14​​

WHERE YOU CAN FIND MORE INFORMATION

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INCORPORATION OF CERTAIN INFORMATION INCORPORATED BY REFERENCE

​​14​

PART II

​		14​II-1

INFORMATION NOT REQUIRED IN PROSPECTUS

II-1

SIGNATURES

II-5​

We

You should rely only on the information contained in this prospectus, any prospectus supplement and the selling stockholdersdocuments we have incorporated by reference. We have not authorized anyone else to provide any information other than that contained or incorporated by reference into this prospectus or any free writing prospectus prepared by us or on our behalf or to which we have referred you. We can take no responsibility for, and can provide no assurances as to the reliability of, any information that others may give you.you different information. We are not and the selling stockholders are not, making an offer to selloffering these securities in any jurisdictionstate where the offer or sale is not permitted.

You should not assume We will disclose any material changes in our affairs in an amendment to this prospectus, a prospectus supplement or a future filing with the SEC incorporated by reference in this prospectus.


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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may, from time to time, offer and sell any combination of the securities described in this prospectus in one or more offerings, up to a total dollar amount of $250,000,000. This prospectus generally describes Amplify Energy Corp. and the debt securities, common stock, preferred stock, depositary shares and warrants that we may offer. Each time we sell securities with this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. We may also add or update in the prospectus supplement (and in any related free writing prospectus that we may authorize to be provided to you) any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. We urge you to carefully read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Information By Reference,” before buying any of the securities being offered.
You should rely only on the information that we have provided or incorporated by reference in this prospectus, any applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus that we may authorize to be provided to you. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of any date other than the date on the front cover of the prospectus, ordocument and that theany information contained in any documentwe have incorporated by reference into this prospectus is accurate only as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or ofany related free writing prospectus, or any sale of the Common Stock. Our business, financial condition, results of operations and prospects may have changed since those dates.

a security.

This prospectus contains forward-looking statements thatsummaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are subjectqualified in their entirety by the actual documents. Copies of some of the documents referred to a number of risks and uncertainties, manyherein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which are beyond our control. See “Forward-Looking Statements”this prospectus is a part, and “Risk Factors.you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.”

i

As used in this prospectus, “we,” “us,” “our” and “Amplify” mean Amplify Energy Corp. and its subsidiaries unless we state otherwise or the context otherwise requires.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus containsand the documents incorporated by reference contain forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control, which may include statements about our:

•

business strategies;

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•
ongoing impact of the oil incident that occurred off the coast of Southern California resulting from the Company’s pipeline operations at the Beta Field (the “Incident”);
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acquisition and disposition strategy;

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cash flows and liquidity;

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financial strategy;

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ability to replace the reserves we produce through drilling;

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drilling locations;

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oil and natural gas reserves;

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technology;

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realized oil, natural gas and NGL prices;

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production volumes;

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•
lease operating expense;

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•
gathering, processing and transportation;

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•
general and administrative expense;

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future operating results;

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ability to procure drilling and production equipment;

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ability to procure oil field labor;

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planned capital expenditures and the availability of capital resources to fund capital expenditures;

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ability to access capital markets;

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marketing of oil, natural gas and NGLs;

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political and economic conditions and events in foreign oil and natural gas producing countries, including embargoes, continued hostilities in the Middle East and other sustained military campaigns;
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acts of God, fires, earthquakes, storms, floods, other adverse weather conditions, war, acts of terrorism, military operations or national emergency;

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the occurrence or threat of epidemic or pandemic diseases, or any government response to such occurrence or threat;
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expectations regarding general economic conditions;

conditions, including inflation;

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competition in the oil and natural gas industry;

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effectiveness of risk management activities;

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environmental liabilities;

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counterparty credit risk;

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expectations regarding governmental regulation and taxation;

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expectations regarding developments inoil-producing andnatural-gas producing countries; and

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plans, objectives, expectations and intentions.

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All statements, other than statements of historical fact, included in this prospectus, any prospectus supplement and the documents we incorporate by reference are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “would,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,”

ii

“outlook, “outlook,” “continue,” the negative of such terms or other comparable terminology. These statements address activities, events or developments that we expect or anticipate will or may occur in the future, including things such as projections of results of operations, plans for growth, goals, future capital expenditures, competitive strengths, references to future intentions and other such references. These forward-looking statements involve risks and uncertainties. Important factors that could cause our actual results or financial condition to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following risks and uncertainties:

our results of evaluation•

risks related to the Incident and implementation of strategic alternatives;

the ongoing impact to the Company;

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•
risks related to a redetermination of the borrowing base under our senior secured reserve-based revolving credit facility;

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•
our ability to access funds on acceptable terms, if at all, because of the terms and conditions governing our indebtedness, including financial covenants;

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•
our ability to satisfy our debt obligations;

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•
volatility in the prices for oil, natural gas and NGLs, including further or sustained declines in commodity prices;

NGLs;

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•
the potential for additional impairments due to continuing or future declines in oil, natural gas and NGL prices;

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•
the uncertainty inherent in estimating quantities of oil, natural gas and NGLsNGL reserves;

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our substantial future capital requirements, which may be subject to limited availability of financing;

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the uncertainty inherent in the development and production of oil and natural gas;

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•
our need to make accretive acquisitions or substantial capital expenditures to maintain our declining asset base;

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the existence of unanticipated liabilities or problems relating to acquired or divested businesses or properties;

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potential acquisitions, including our ability to make acquisitions on favorable terms or to integrate acquired properties;

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•
the consequences of changes we have made, or may make from time to time in the future, to our capital expenditure budget, including the impact of those changes on our production levels, reserves, results of operations and liquidity;

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potential shortages of, or increased costs for, drilling and production equipment and supply materials for production, such as CO2;

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•
potential shortages of, or increased costs for, drilling and production equipment and supply materials for production, such as CO2;
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•
potential difficulties in the marketing of oil and natural gas;

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changes to the financial condition of counterparties;

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uncertainties surrounding the success of our secondary and tertiary recovery efforts;

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competition in the oil and natural gas industry;

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our results of evaluation and implementation of strategic alternatives;
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general political and economic conditions, globally and in the jurisdictions in which we operate;

operate, including the Russian invasion of Ukraine, the Israel-Hamas war and the political destabilizing effect such conflicts may pose for the European continent or the global oil and natural gas markets;

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•
the impact of legislationclimate change and natural disasters, such as earthquakes, tidal waves, mudslides, fire and floods;
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•
the impact of local, state and federal governmental regulations, including those related to climate change and hydraulic fracturing;

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•
the risk that our hedging strategy may be ineffective or may reduce our income;

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the cost and availability of insurance as well as operating risks that may not be covered by an effective indemnity or insurance;

iii

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actions of third-partyco-owners of interestinterests in properties in which we also own an interest; and

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other risks and uncertainties described in “Risk Factors” and under the heading “Item 1A. Risk Factors” in our and Legacy Amplify’s Annual ReportsReport on Form10-K for the year ended December 31, 2018.

2023.

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The forward-looking statements contained in this prospectus, any prospectus supplement and the documents we incorporate by reference are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. All readers are cautioned that the forward-looking statements contained in this prospectus, any prospectus supplement and the documents we incorporate by reference are not guarantees of future performance and we cannot assure any reader that such statements will be realized or that the events or circumstances described in any forward-looking statement will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements. For additional information regarding known material factors that could affect our operating results or performance, please read the section entitled “Risk Factors” in this prospectus and in any applicable prospectus supplement, as well as all risk factors described in the documents incorporated by reference herein, including, without limitation, the factors described in “Part I—Item“Item 1A. Risk Factors” ofin our and Legacy Amplify’s Annual ReportsReport on Form10-K for the year ended December 31, 2018 filed with2023. All forward-looking statements speak only as of the SEC on March 14, 2019 and March 6, 2019, respectively.date of they are made. We do not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

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PROSPECTUS SUMMARY

This summary highlights the more detailed information contained elsewhere or incorporated by reference in this prospectus. This summary does not contain all of the information that you should consider before deciding whether to invest in our Common Stock. You should read this entire prospectus carefully, including risk factors and the documents incorporated by reference herein, before making an investment decision. This prospectus includes forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements” and “Information Incorporated by Reference.”

When referring to

Amplify Energy Corp. (formerly known as Midstates Petroleum Company, Inc.) (the “Company,” “Amplify Energy,” “us,” “our,” “we,” or similar expressions), the intent is to refer to Amplify Energy Corp., a Delaware corporation, and its consolidated subsidiaries as a whole or on an individual basis, depending on the context in which the statements are made.

Company Overview

We are an independent oil and natural gas company engaged in the acquisition, development, exploitation and production of oil and natural gas properties located in Oklahoma,properties. Our management evaluates performance based on one reportable business segment, as the Rockies, offshore California, East Texas / North Louisianaeconomic environments are not different within the operation of our oil and South Texas.

natural gas properties. Our business activities are conducted through Amplify Energy Operating LLC, our wholly owned subsidiary, and its wholly owned subsidiaries, and we operate in one reportable segment.subsidiaries. Our assets consist primarily of producing oil and natural gas properties and are located in Oklahoma, Texas,the Rockies, federal waters offshore Southern California, East Texas/North Louisiana, Wyoming and offshore California.the Eagle Ford (Non-op). Most of our oil and natural gas properties are located in large, mature oil and natural gas reservoirs.

Corporate Information

Our principal executive offices are located at 500 Dallas Street, Suite 1700, Houston, Texas 77002, and our telephone number at that address is (713)490-8900.(832) 219-9001. Our Common Stockwebsite address is listed on the NYSE under the symbol “AMPY.” Information containedhttp://www.amplifyenergy.com. The information on our website www.amplifyenergy.com, doesis not constitute a part of this prospectus.


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The Offering

Common Stock offered by the selling stockholders

Up to 12,291,246 shares of Common Stock.

Common Stock outstanding as of September 30, 2019 prior to and after giving effect to the shares that may be offered pursuant to this prospectus

39,978,099 shares of Common Stock.

Use of proceeds

We will not receive any proceeds from the sale of shares of Common Stock that may be sold by the selling stockholders from time to time pursuant to this prospectus.

NYSE ticker symbol

“AMPY.”

Risk factors

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” and the risk factors set forth in the documents incorporated by reference herein for a discussion of factors you should carefully consider before deciding to invest in our Common Stock.



RISK FACTORS

An investment in our Common Stocksecurities involves a highsignificant degree of risk. Before you invest in our Common Stock, youYou should carefully consider thosethe risk factors described underand all of the heading “Item 1A. Risk Factors”other information included in ourthis prospectus, any prospectus supplement, any free writing prospectus and Legacy Amplify’s Annual Reports on Form10-K for the year ended December 31, 2018, as well as any risk factors contained in our or Legacy Amplify’s Quarterly Reports on Form10-Q for the quarters ended March 31, 2019 and June 30, 2019, which aredocuments we have incorporated by reference into this prospectus. The risks describedprospectus and any prospectus supplement, including those in this prospectus,Item 1A “Risk Factors” in addition to the risks described in theour most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and any subsequently filed Current Reports on Form 8-K and other reports and documents we incorporate by reference herein may not be the only risks we face, as our business and operations may also be subject to risks that we do not yet know of, or that we currently believe are immaterial. We expect to update these risk factors from time to time in the periodic and current reports that we file with the SEC after the date of this prospectus which will be incorporated by reference into this prospectus. You should be awareand that the occurrence of any of the events described in the risk factors included in this prospectus orare incorporated by reference herein, could have a material adverse effect onin evaluating an investment in the securities. If any of these risks were actually to occur, our business, financial position,condition or results of operations could be materially adversely affected. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations and cash flowsfinancial condition. When we offer and sell any securities pursuant to a prospectus supplement, we may include additional risk factors relevant to such securities in the trading price of our securities could decline and you could lose all or part of your investment.

prospectus supplement.


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USE OF PROCEEDS

All

Unless we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to use the net proceeds from the sale of securities we are offering for general corporate purposes. This may include, among other things, additions to working capital, repayment or refinancing of existing indebtedness or other corporate obligations, financing of capital expenditures and acquisitions and investment in existing and future projects. Any specific allocation of the sharesnet proceeds of Common Stock covered by thisan offering of securities to a specific purpose will be determined at the time of the offering and will be described in an accompanying prospectus are being sold by the selling stockholders. See “Selling Stockholders.” We will not receive any proceeds from these sales of our Common Stock.

supplement or free writing prospectus.


3
DETERMINATIONTABLE OF OFFERING PRICE

The selling stockholders will determine at what price theyCONTENTS​


PLAN OF DISTRIBUTION
We may sell the shares of Common Stocksecurities offered by this prospectus and such sales may be made at fixed prices, prevailing market prices at the time of the sale, varying prices determined at the time of sale, or negotiated prices.

SELLING STOCKHOLDERS

Thisany accompanying prospectus covers the offering for resale of up to an aggregate of 12,291,246 shares of Common Stock that may be offered and soldsupplement from time to time under this prospectus byin one or more transactions, including without limitation:

•
through agents;
​
•
to or through underwriters, brokers or dealers;
​
•
sales in other ways not involving market makers or established trading markets, including direct sales to one or more purchasers, including existing shareholders;
​
•
in “at the selling stockholders identified below, subject to any appropriate adjustment as a resultmarket offerings” offerings or sales “at the market,” within the meaning of any stock dividend, stock split or distribution, or in connection with a combination of shares, and any security into which such shares of Common Stock shall have been converted or exchanged in connection with a recapitalization, reorganization, reclassification, merger, consolidation, exchange, distribution or otherwise.

The selling stockholders acquired the shares of Common Stock offered hereby in connection with the closing of the Merger as consideration for shares of Legacy Amplify common stock held by such selling stockholders prior to the closing of the Merger on August 6, 2019. On August 6, 2019, we entered into the Amended and Restated Registration Rights Agreement with the selling stockholders pursuant to which we were obligated to prepare and file a registration statement to permit the resale of certain shares of Common Stock held by the selling stockholders from time to time as permitted by Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

We have prepared the table, the paragraph immediately following this paragraph, and the related notes based on information supplied to us by the selling stockholders and such information is as of August 6, 2019. We have not sought to verify such information. We believe, based on information supplied by the selling stockholders, that except as may otherwise be indicated in the footnotes to the table below, the selling stockholders have sole voting and dispositive power with respect to the shares of Common Stock reported as beneficially owned by them. Because the selling stockholders identified in the table may sell some or all of the shares of Common Stock owned by them which are included in this prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares of Common Stock, no estimate can be given as to the number of the shares of Common Stock available for resale hereby that will be held by the selling stockholders upon termination of this offering. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, the shares of Common Stock they hold in transactions exempt from the registration requirements415(a)(4) of the Securities Act, after the date on which the selling stockholders provided the information set forth on the table below. We have, therefore, assumed for the purposes of the following table, that the selling stockholders will sell all of the shares of Common Stock beneficially owned by them that are covered by this prospectus. The selling stockholders are not obligated to sell any of the shares of Common Stock offered by this prospectus. The percent of beneficial ownership for the selling security holders is based on 39,978,099 shares of Common Stock outstanding as of September 30, 2019.

   Shares of Common Stock
Beneficially Owned
Prior to the Offering(1)		  Shares of
Common
Stock
Offered
Hereby		  Shares of Common
Stock Beneficially
Owned After
Completion of the
Offering(2)		 
   Number   Percentage  Number   Percentage 

Selling stockholders:

        

Fir Tree Capital Management LP(3)

   10,912,114    27.30%   6,226,716(4)   —      —  % 

Brigade Capital Management, LP(5)

   4,546,711    11.37%   4,546,711   —      —  % 

Axys Capital Income Fund, LLC(6)

   1,517,819    3.80%   1,517,819   —      —  % 

(1)

The amounts and percentages of Common Stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

(2)

Assumes the selling stockholders do not acquire beneficial ownership of any additional shares of our Common Stock.

(3)

The address of this beneficial owner is 55 West 46th Street, New York, NY 10036. Consists of (i) 4,511,814 shares of common stock held directly by Fir Tree E&P Holdings III, LLC (ii) 223,689 shares of common stock held directly by FT SOF IV Holdings, LLC, (iii) 93,339 shares of common stock held directly by FT SOF V Holdings, LLC, (iv) 239,557 shares owned by Fir Tree Capital Opportunity Master Fund III, LP, (vii) 3,185,833 shares owned by Fir Tree E&P Holdings VII, LLC and (viii) 2,657,882 shares owned by Fir Tree E&P Holdings VIII, LLC (collectively, the “Fir Tree funds”). Fir Tree Capital Management LP (“FTCM”) (f/k/a Fir Tree Inc.) is the investment manager for the Fir Tree funds. Jeffrey Tannenbaum, David Sultan and Clinton Biondo control FTCM. Each of FTCM, Messrs. Tannenbaum, Sultan and Biondo has voting and investment power with respect to the shares of common stock owned by the Fir Tree funds and may be deemed to be the beneficial owner of such shares. Evan S. Lederman and David H. Proman are directors of the Company and managing directors of FTCM. Messrs. Lederman and Proman do not have voting and investment power with respect to the shares of common stock owned by the Fir Tree funds in their capacities as managing directors of FTCM.

(4)

Represents shares of Legacy Amplify common stock owned by the Fir Tree funds that were converted into shares of Common Stock in connection with the Merger. Shares of Common Stock owned by the Fir Tree funds prior to the Effective Time of the Merger were previously registered under Post-Effective Amendment No. 2 to FormS-1 on FormS-3 filed with the SEC on April 12, 2018 (FileNo. 333-215602).

(5)

The address of this beneficial owner is 399 Park Ave, Suite 1600, New York, NY 10022. Consists of (i) 13,082 shares owned by Future Directions Credit Opportunities Fund, (ii) 387,484 shares owned by Brigade Credit Fund II Ltd., (iii) 13,033 shares owned by Big River Group Fund SPC LLC, (iv) 112,613 shares owned by Brigade Cavalry Fund Ltd, (v) 110,891 shares owned by Blue Falcon Limited, (vi) 40,473 shares owned by Delta Master Trust, (vii) 299,101 shares owned by Brigade Distressed Value Master Fund Ltd., (viii) 636,672 shares owned by Brigade Energy Opportunities Fund II LP, (ix) 1,428,867 shares owned by Brigade Energy Opportunities Fund LP, (x) 42,824 shares owned by FedEx Corporation Employees’ Pension Trust, (xi) 16,781 shares owned by Brigade Opportunistic Credit Fund—ICIP, Ltd., (xii) 20,211 shares owned by Illinois State Board of Investment, (xiii) 14,677 shares owned by FCA Canada Inc. Elected Master Trust, (xiv) 15,848 shares owned by FCA US LLC Master Retirement Trust, (xv) 32,867 shares owned by JPMorgan Chase Retirement Plan Brigade Bank Loan, (xvi) 22,922 shares owned by JPMorgan Chase Retirement Plan Brigade, (xvii) 151,968 shares owned by Brigade Opportunistic Credit LBG Fund Ltd., (xviii) 93,209 shares owned by Los Angeles County Employees Retirement Association, (xix) 615,632 shares owned by Brigade Leveraged Capital Structures Fund Ltd., (xx) 25,699 shares owned by SC Credit Opportunities Mandate LLC, (xxi) 21,491 shares owned by U.S. High Yield Bond Fund, (xxii) 43,157 shares owned by SEI Global Master Fund Plc the SEI High Yield Fixed Income Fund, (xxiii) 119,341 shares owned by SEI Institutional Investments Trust-High Yield Bond Fund, (xxiv) 81,558 shares owned by SEI Institutional Managed Trust-High Yield Bond Fund, (xxv) 18,496 shares owned by GIC Private Limited, (xxvi) 49,545 shares owned by The Coca-Cola Company Master Retirement Trust, (xxvii) 41,650 shares owned by St. James’ Place Diversified Bond Unit Trust and (xxviii) 76,619 shares owned by Panther BCM LLC (collectively, the “Brigade funds”). Brigade Capital Management, LP has voting and investment power with respect to the shares of common stock owned by the foregoing entities and may be deemed to be the beneficial owner of the shares of common stock owned by the Brigade funds and accounts. Scott L. Hoffman is a director of the Company and senior analyst at Brigade Capital Management, LP. Mr. Hoffman disclaims beneficial ownership of the shares of common stock owned by Brigade Capital Management, LP.

(6)

Trust Asset Management LLC has voting and investment power with respect to the common stock owned by Axys Capital Income Fund, LLC and may be deemed to be the beneficial owner of the shares of common stock owned by Axys Capital Income Fund, LLC.

PLAN OF DISTRIBUTION

As of the date of this prospectus, we have not been advised by the selling stockholders as to any plan of distribution. Distributions of the shares of Common Stock by the selling stockholders, or by their partners, pledgees, donees (including charitable organizations), transferees or other successors in interest, may from time to time be offered for sale either directly by such individual, or through underwriters, dealersa market maker or agentsinto an existing trading market on an exchange or on any exchange on which Common Stock may from time to time be traded, in theotherwise;

​
over-the-counter• market, or in independently negotiated transactions or otherwise. The methods by which the shares of Common Stock may be sold include:


privately negotiated transactions;

underwritten transactions;

exchange distributions and/or secondary distributions;

sales in theover-the-counter market;

ordinary brokerage transactions and transactions in which the brokerbroker-dealer solicits purchasers;

broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

​

a •

block tradetransactions (which may involve crosses) in which the brokera broker-dealer may sell all or dealer so engaged will attempt to sella portion of the securities as agent but may position and resell all or a portion of the block as principal to facilitate the transaction;

​

•
purchases by a broker or dealerbroker-dealer as principal and resale by such broker or dealerthe broker-dealer for its own account pursuant to this prospectus;

account;

short sales;

​

through the writing of options on the shares, whether•

a special offering, an exchange distribution or not the options are listed on an options exchange;

a secondary distribution in accordance with applicable NYSE or other stock exchange rules;

through the distributions​

•
privately negotiated transactions; or
​
•
any combination of the shares by any selling stockholder to its partners, membersforegoing methods.
​
We will prepare a prospectus supplement for each offering that will disclose the terms of the offering, including the name or stockholders;

a combinationnames of any such methodsunderwriters, dealers or agents, the purchase price of sale;the securities and

the proceeds to us from the sale, any underwriting discounts and other method permitted pursuantitems constituting compensation to applicable law.

underwriters, dealers or agents and any delayed delivery arrangements.

The selling stockholders may also sell sharesdistribution of Common Stock under Rule 144 under the Securities Act, in each case if available, rather than under this prospectus.

Such transactionssecurities may be effected by the selling stockholdersfrom time to time in one or more transactions at a fixed price, at prevailing market prices at the time of the sale, at prices related to such prevailing market prices at varying prices determined at the time of sale, or at negotiated prices or prices.

Agents, Underwriters and Dealers
Securities offered by us pursuant to this prospectus may be sold through agents designated by us. If agents are used in an offering, the names of the agents and the terms of the agency will be specified in a prospectus supplement. Unless otherwise indicated in the prospectus supplement, any such agent is acting on a best efforts basis for the period of its appointment.
If underwriters are used in the sale, the offered securities will be acquired by the underwriters for their own account. The selling stockholdersunderwriters may effect suchresell the securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to certain conditions. Unless otherwise indicated in the prospectus supplement, the underwriters must purchase all the securities of the series offered by sellinga prospectus supplement if any of the securities are purchased. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.
If dealers are used in an offering, we may sell the securities to the dealers as principals. The dealers then may resell the securities to the public at varying prices which they determine at the time of resale. The names of the dealers and the terms of the transaction will be specified in a prospectus supplement.
Direct Sales
Securities offered by us pursuant to this prospectus may also be sold directly by us. In this case, no underwriters or agents would be involved. We may sell the securities directly to institutional investors or

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others who may be deemed to be underwriters within the meaning of the Securities Act, with respect to any sale of those securities. We will describe the terms of any such sales in the prospectus supplement.
Delayed Delivery Arrangements
We may authorize agents, underwriters or through broker-dealers,dealers to solicit offers by certain institutional investors to purchase offered securities providing for payment and delivery on a future date specified in the prospectus supplement. Institutional investors to which such offers may be made, when authorized, include commercial and savings banks, insurance companies, pension funds, investment companies, education and charitable institutions and such other institutions as may be approved by us. The obligations of any such purchasers under such delayed delivery and payment arrangements will be subject to the condition that the purchase of the offered securities will not at the time of delivery be prohibited under applicable law. The underwriters and such agents will not have any responsibility with respect to the validity or broker-dealers may receive compensationperformance of such contracts.
General Information
Underwriters, dealers and agents that participate in the formdistribution of the offered securities may be underwriters as defined in the Securities Act, and any discounts or commissions received by them from us and any profit on the selling stockholders and may receive commissions from the purchasersresale of the offered securities for whom theyby them may actbe treated as agent. The selling stockholders may agree to indemnify any underwriter, broker-dealer or agent that participates in transactions involving sales of the shares of Common Stock against certain liabilities, including liabilities arisingunderwriting discounts and commissions under the Securities Act. Any underwriters or agents will be identified and their compensation described in the applicable prospectus supplement.
The securities (other than common stock) offered by this prospectus and any prospectus supplement, when first issued, will have no established trading market. Any underwriters or agents to or through whom such securities are sold by us for public offering and sale may make a market in such securities, but such underwriters or agents will not be obligated to do so and may discontinue any market making at any time without notice. We cannot assure you as to the liquidity of the trading market for any such securities.
We may have agreed to registeragreements with the shares of Common Stock for sale under the Securities Actunderwriters, dealers, agents and remarketing firms to indemnify the selling stockholders and each person who participates as an underwriter in the offering of the shares of Common Stockthem against certain civil liabilities, including certain liabilities under the Securities Act.

Act, or to contribute with respect to payments that the underwriters, dealers, agents or remarketing firms may be required to make.

Underwriters, dealers, agents and remarketing firms may be customers of, engage in transactions with, or perform services for, us or our subsidiaries in the ordinary course of their businesses.
In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties, through a stock exchange, including block trades or ordinary broker’s transactions, or through broker-dealers acting either as principal or agent, or through an underwritten public offering, through privately negotiated transactions or through a combination of any such methods of sale. In connection with such a transaction, the third parties may sell securities covered by and pursuant to this prospectus and an applicable prospectus supplement. If so, the third party may use securities borrowed from us or others to settle such sales and may use securities received from us to close out or hedge any related short positions. We may also loan or pledge securities covered by this prospectus and an applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement.
In connection with offerings of securities under the registration statement of which this prospectus forms a part and in compliance with applicable law, underwriters, brokers or dealers may engage in transactions that stabilize or maintain the market price of the securities under this prospectus,at levels above those that might otherwise prevail in the selling stockholdersopen market. Specifically, underwriters, brokers or dealers may enter into hedging transactionsover-allot in connection with broker-dealers, whoofferings, creating a short position in the securities for their own accounts. For the purpose of covering a syndicate short position or stabilizing the price of the securities, the underwriters, brokers or dealers may in turn engage in short salesplace bids for the securities or effect purchases of the securities in the courseopen market. Finally, the underwriters may impose a penalty whereby selling concessions allowed to syndicate members or other brokers or dealers for distribution of hedging the positions they assume. The selling stockholders alsosecurities in offerings may sellbe reclaimed by the syndicate if the syndicate repurchases previously distributed securities short and deliver themin transactions to close theircover short positions, in stabilization transactions or loanotherwise. These activities may stabilize, maintain or pledgeotherwise affect the market price of the securities, which may be higher than the price that might otherwise prevail in the open market, and, if commenced, may be discontinued at any time.

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DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be either our senior debt securities (“Senior Debt Securities”) or our subordinated debt securities (“Subordinated Debt Securities”). The Senior Debt Securities and the Subordinated Debt Securities will be issued under separate indentures among us and a trustee to broker-dealers that in turnbe determined (the “Trustee”). Senior Debt Securities will be issued under a “Senior Indenture” and Subordinated Debt Securities will be issued under a “Subordinated Indenture.” Together, the Senior Indenture and the Subordinated Indenture are called “Indentures.”
The Debt Securities may sell them.

The selling stockholders maybe issued from time to time pledgein one or grantmore series. The particular terms of each series that are offered by a securityprospectus supplement will be described in the prospectus supplement.

The rights of Amplify and our creditors, including holders of the Debt Securities, to participate in the assets of our subsidiaries, upon the latter’s liquidation or reorganization, will be subject to the prior claims of the subsidiaries’ creditors, except to the extent that we may ourself be a creditor with recognized claims against such subsidiary.
We have summarized selected provisions of the Indentures below. The summary is not complete. The form of each Indenture has been filed with the SEC as an exhibit to the registration statement of which this prospectus is a part, and you should read the Indentures for provisions that may be important to you. Capitalized terms used in the summary have the meanings specified in the Indentures.
General
The Indentures provide that Debt Securities in separate series may be issued thereunder from time to time without limitation as to aggregate principal amount. We may specify a maximum aggregate principal amount for the Debt Securities of any series. We will determine the terms and conditions of the Debt Securities, including the maturity, principal and interest, but those terms must be consistent with the Indenture. The Debt Securities will be our unsecured obligations. If the prospectus supplement so indicates, the Debt Securities will be convertible into our common stock.
The Subordinated Debt Securities will be subordinated in someright of payment to the prior payment in full of all of our Senior Debt (as defined) as described in the prospectus supplement applicable to any Subordinated Debt Securities.
The applicable prospectus supplement will set forth the price or prices at which the Debt Securities to be issued will be offered for sale and will describe the following terms of such Debt Securities:
(1)
the title of the Debt Securities;
​
(2)
whether the Debt Securities are Senior Debt Securities or Subordinated Debt Securities and, if Subordinated Debt Securities, the related subordination terms;
​
(3)
any limit on the aggregate principal amount of the Debt Securities;
​
(4)
each date on which the principal and premium, if any, of the Debt Securities will be payable or the method used to determine those dates;
​
(5)
any interest rate on the Debt Securities, any date from which interest will accrue, any interest payment dates and regular record dates for interest payments, or the method used to determine any of the foregoing;
​
(6)
each place where payments on the Debt Securities will be payable;
​
(7)
any terms upon which the Debt Securities may be redeemed, in whole or in part, at our option;
​
(8)
any sinking fund or other provisions that would obligate us to redeem or otherwise repurchase the Debt Securities;
​
(9)
the portion of the principal amount, if less than all, of the Debt Securities that will be payable upon declaration of acceleration of the Maturity of the Debt Securities;
​

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(10)
whether the Debt Securities are defeasible;
​
(11)
any addition to or change in the Events of Default;
​
(12)
whether the Debt Securities are convertible into our common stock and, if so, the terms and conditions upon which conversion will be effected, including the initial conversion price or conversion rate and any adjustments thereto and the conversion period;
​
(13)
any provisions for convertibility or exchangeability of the Debt Securities into or for any other securities;
​
(14)
any addition to or change in the covenants in the Indenture applicable to the Debt Securities; and
​
(15)
any other terms of the Debt Securities not inconsistent with the provisions of the Indenture.
​
Debt Securities, including any Debt Securities that provide for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof (“Original Issue Discount Securities”), may be sold at a substantial discount below their principal amount. Special United States federal income tax considerations applicable to Debt Securities sold at an original issue discount may be described in the applicable prospectus supplement. In addition, special United States federal income tax or other considerations applicable to any Debt Securities that are denominated in a currency or currency unit other than United States dollars may be described in the applicable prospectus supplement.
Global Securities
Some or all of the sharesDebt Securities of Common Stock ownedany series may be represented, in whole or in part, by them and, ifone or more Global Securities that will have an aggregate principal amount equal to that of the Debt Securities they defaultrepresent. Each Global Security will be registered in the performancename of their secured obligations,a Depositary or its nominee identified in the pledgeesapplicable prospectus supplement, will be deposited with such Depositary or secured partiesnominee or its custodian and will bear a legend regarding the restrictions on exchanges and registration of transfer thereof referred to below and any such other matters as may offerbe provided for pursuant to the applicable Indenture.
Governing Law
The Indentures and sell Common Stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424 or other applicable provisionthe Debt Securities will be governed by, and construed in accordance with, the law of the SecuritiesState of New York.
The Trustee
We will enter into the Indentures with a Trustee that is qualified to act under the Trust Indenture Act amendingof 1939, as amended, and with any other Trustees chosen by us and appointed in a supplemental indenture for a particular series of Debt Securities. We may maintain a banking relationship in the listordinary course of selling stockholders to include the pledgee, transfereebusiness with our Trustee and one or other successors in interest as selling stockholders under this prospectus.

There can be no assurances that the selling stockholders will sell any or allmore of the securities offered under this prospectus.

its affiliates.


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DESCRIPTION OF CAPITAL STOCK

Capital Stock

The total number of shares of all classes of stock which the Company shall have authority to issue is 300,000,000 shares, consisting of 250,000,000 shares of Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”).

As of September 30, 2019,March 27, 2024, we had 39,978,09939,612,030 shares of Common Stock and no shares of Preferred Stock outstanding. Summarized below are material provisions of our Second Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) and second amendedThird Amended and restated bylawsRestated Bylaws (the “Bylaws”), as well as relevant sections of the Delaware General Corporation Law (the “DGCL”). The following summary is qualified in its entirety by the provisions of our Certificate of Incorporation and Bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus is a part, and by the applicable provisions of the DGCL.

Common Stock

Except as provided by law or in a preferred stock designation, holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, will have the exclusive right to vote for the election of directors and do not have cumulative voting rights. Except as otherwise required by law, holders of common stock are not entitled to vote on any amendment to the Certificate of Incorporation (including any certificate of designations relating to any series of preferred stock) that relates solely to the terms of any outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation (including any certificate of designations relating to any series of preferred stock) or pursuant to the Delaware General Corporation Law (the “DGCL”). Subject to prior rights and preferences that may be applicable to any outstanding shares or series of preferred stock, holders of common stock are entitled to receive ratably in proportion to the shares of common stock held by them such dividends (payable in cash, stock or otherwise), if any, as may be declared from time to time by our board of directors out of funds legally available for dividend payments. All outstanding shares of common stock are fully paid andnon-assessable, and the shares of common stock that will be issued under this prospectus will be fully paid andnon-assessable. The holders of common stock have no preferences or rights of conversion, exchange,pre-emption or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. In the event of any voluntary or involuntary liquidation, dissolution orwinding-up of our affairs, holders of common stock will be entitled to share ratably in our assets in proportion to the shares of common stock held by them that are remaining after payment or provision for payment of all of our debts and obligations and after distribution in full of preferential amounts to be distributed to holders of outstanding shares of preferred stock, if any.

Preferred Stock

Our Certificate of Incorporation authorizes our board of directors, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue from time to time one or more classes or series of preferred stock, par value $0.01 per share, covering up to an aggregate of 50,000,000 shares of preferred stock. Each class or series of preferred stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the board of directors, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of stockholders.

Anti-Takeover Effects of Provisions of our Second Amended and Restated Certificate of Incorporation, our SecondThird Amended and Restated Bylaws and Delaware Law

Some provisions of Delaware law, and our Certificate of Incorporation and our Bylaws described below contain provisions that could make the following transactions more difficult: acquisitions of us by means of a tender offer, a proxy contest or otherwise or removal of our incumbent officers and directors. These provisions may also have the effect of preventing changes in our management. It is possible that these

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provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the market price for our shares.

Delaware Law

We are not subject to the provisions of Section 203 of the DGCL, regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that such stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or did own within three years prior to the determination of interested stockholder status, 15% or more of the corporation’s outstanding voting stock. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:

•

the transaction is approved by the board of directors before the date the interested stockholder attained that status;

​

•
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or

​

•
on or after such time, the business combination is approved by the board of directors and authorized at a meeting of stockholders by at leasttwo-thirds of the outstanding voting stock that is not owned by the interested stockholder.

​
A Delaware corporation may “opt out” of Section 203 with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from amendments approved by the holders of at least a majority of the corporation’s outstanding voting shares. We elected to “opt out” of the provisions of Section 203.

Second Amended and Restated Certificate of Incorporation and SecondThird Amended and Restated Bylaws

Provisions of our Certificate of Incorporation and Bylaws may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock.

Among other things, our Certificate of Incorporation and Bylaws:

•

permit our board of directors to issue up to 50,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate;

​

•
provide that the authorized number of directors may be changed only by resolution of the board of directors;

​

•

provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum (prior to such time, vacancies may also be filled by the affirmative vote of the holders of a majority of our then outstanding common stock);

​

•
provide that our amended and restated Bylaws may only be amended by the affirmative vote of the holders of a majority of our then outstanding common stock or by resolution adopted by a majority of the directors;

​

•
provide that special meetings of our stockholders may only be called by the board of directors, the chief executive officer or the chairman of the board or the board of directors;

​


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•
eliminate the personal liability of our directors for monetary damages resulting from breaches of their fiduciary duty to the extent permitted by the DGCL and indemnify our directors and officers to the fullest extent permitted by Section 145 of the DGCL;

​

•
provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner, and also specify requirements as to the form and content of a stockholder’s notice;

​

•
do not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose; and

​

•
provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to us or our stockholders, (3) any action asserting a claim against us arising pursuant to any provision of the DGCL or our Certificate of Incorporation or Bylaws or (4) any action asserting a claim against us governed by the internal affairs doctrine.

​
The choice of forum provisions summarized above are not intended to apply to claims for which federal law creates exclusive jurisdiction, including the Exchange Act. We further note that the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created under the Securities Act, so there is uncertainty as to whether a court would enforce the forum selection provision with respect to claims under the Securities Act, and in any event, our stockholders cannot waive compliance with federal securities laws and the rules and regulations thereunder. Stockholders may be subject to increased costs to bring these claims, and choice of forum provisions could have the effect of discouraging claims or limiting investors’ ability to bring claims in a judicial forum that they find favorable.

Directors’ Liability and Indemnification of Directors and Officers

Section 145 of the DGCL authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursements for expenses incurred arising under the Securities Act.

Our Certificate of Incorporation provides that a director will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except:

•

for any breach of the duty of loyalty to us or our stockholders;

​

•
for acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law;

​

•
for liability under Section 174 of the DGCL (relating to unlawful dividends, stock repurchases or stock redemptions); or

​

•
for any transaction from which the director derived any improper personal benefit.

​

The effect of this provision is to eliminate our rights, and our stockholders’ rights, to recover monetary damages against a director for breach of a fiduciary duty of care as a director. This provision does not limit or eliminate our rights or those of any stockholder to seeknon-monetary relief such as an injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under federal securities laws. In addition, our Certificate of Incorporation provides that we indemnify each director and the officers, employees and agents determined by our board of directors to the fullest extent provided by the laws of the State of Delaware. Our Certificate of Incorporation also requires us to advance expenses, including attorneys’ fees, to our directors and officers in connection with legal proceedings, subject to very limited exceptions.


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Any amendment to or repeal of these provisions will not adversely affect any right or protection of our directors in respect of any act or failure to act that occurred prior to any amendment to or repeal of such provisions or the adoption of an inconsistent provision. If the DGCL is amended to provide further limitation on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the DGCL. In addition, we have entered into separate indemnification agreements with each of our directors and executive officers. We also maintain director and officer liability insurance.

Other Rights

Under the terms of our Certificate of Incorporation and the Bylaws, we are prohibited from issuing anynon-voting equity securities to the extent required under Section 1123(a)(6) of the Bankruptcy Code and only for so long as Section 1123 of the Bankruptcy Code is in effect and applicable to the Company.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is American Stock Transfer &Equiniti Trust Company, LLC.


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TABLE OF CONTENTSLEGAL MATTERS

Certain legal matters​


DESCRIPTION OF DEPOSITARY SHARES
We may offer depositary shares (either separately or together with other securities) representing fractional interests in our preferred stock of any series. In connection with the issuance of any depositary shares, we will enter into a deposit agreement with a bank or trust company, as depositary, which will be named in the applicable prospectus supplement. Depositary shares will be evidenced by depositary receipts issued pursuant to the related deposit agreement. Immediately following our issuance of the preferred stock related to the depositary shares, we will deposit the preferred stock with the relevant preferred stock depositary and will cause the preferred stock depositary to issue, on our behalf, the related depositary receipts. Subject to the terms of the deposit agreement, each owner of a depositary receipt will be entitled, in proportion to the fraction of a share of preferred stock represented by the related depositary share, to all the rights, preferences and privileges of, and will be subject to all of the limitations and restrictions on, the preferred stock represented by the depositary receipt (including, if applicable, dividend, voting, conversion, exchange redemption and liquidation rights).

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DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of our common stock, preferred stock or debt securities. Warrants may be issued independently or together with debt securities, preferred stock or common stock offered by any prospectus supplement and may be attached to or separate from any such offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent, all as set forth in the prospectus supplement relating to the particular issue of warrants. The warrant agent will act solely as our agent in connection with our Common Stockthe warrants and will not assume any obligation or relationship of agency or trust for or with any holders of warrants or beneficial owners of warrants. The following summary of certain provisions of the warrants does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all provisions of the warrant agreements.
You should refer to the prospectus supplement relating to a particular issue of warrants for the terms of and information relating to the warrants, including, where applicable:
(1)
the number of shares of common stock, preferred stock or debt securities purchasable upon exercise of the warrants and the price at which such number of shares of common stock, preferred stock or debt securities may be purchased upon exercise of the warrants;
​
(2)
the date on which the right to exercise the warrants commences and the date on which such right expires (the “Expiration Date”);
​
(3)
the price or prices at which such warrants will be issued;
​
(4)
United States federal income tax consequences applicable to the warrants;
​
(5)
the amount of the warrants outstanding as of the most recent practicable date; and
​
(6)
any other terms of the warrants.
​
Warrants will be offered herebyand exercisable for United States dollars only. Warrants will be issued in registered form only. Each warrant will entitle its holder to purchase such number of shares of common stock, preferred stock or debt securities at such exercise price as is in each case set forth in, or calculable from, the prospectus supplement relating to the warrants. The exercise price may be subject to adjustment upon the occurrence of events described in such prospectus supplement. After the close of business on the Expiration Date (or such later date to which we may extend such Expiration Date), unexercised warrants will become void. The place or places where, and the manner in which, warrants may be exercised will be specified in the prospectus supplement relating to such warrants.
Prior to the exercise of any warrants, holders of the warrants exercisable for common stock, preferred stock or debt securities will not have any of the rights of holders of such securities, including the right to receive payments of any dividends on the common stock purchasable upon exercise of the warrants, or to exercise any applicable right to vote.

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LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed upon for us by Kirkland & Ellis LLP, Houston, Texas.

Legal counsel to any underwriters may pass upon legal matters for such underwriters.

EXPERTS

The auditedconsolidated financial statements of the Company as of and management’s assessment offor the years ended December 31, 2023 and December 31, 2022, incorporated by reference in this Prospectus by reference to the Company’s annual report on Form 10-K for the year ended December 31, 2023, and the effectiveness of the Company’s internal control over financial reporting of Midstates Petroleum Company, Inc. (renamed Amplify Energy Corp. on August 6, 2019) incorporated by reference in this prospectus and elsewhere in the registration statement have been soaudited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon the reports of Grant Thornton LLP, independent registered public accountants,such firm given upon thetheir authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Amplify Energy Corp. and its subsidiaries as of December 31, 2018 and 2017, the related consolidated statements of operations, equity, and cash flows for the year ended December 31, 2018, the period May 5, 2017 through December 31, 2017 (Successor), the period from January 1, 2017 through May 4, 2017 and the year ended December 31, 2016 (Predecessor) and the related notes (collectively, the consolidated financial statements), and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2018 have been incorporated by reference herein and in the registration statement in reliance on the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in auditing and accounting.

As discussed in note 2 to the consolidated financial statements, on April 14, 2017, the United States Bankruptcy Court for the Southern District of Texas entered an order confirming the plan for reorganization, which became effective on May 4, 2017. Accordingly, the accompanying consolidated financial statements have been prepared in conformity with Accounting Standards Codification Topic 852, Reorganizations, for the Successor as a new entity with assets, liabilities and a capital structure having carrying amounts not comparable with prior periods (Predecessor) as described in note 1.

Certain estimates of our net oil and natural gas reserves and related information included or incorporated by reference in this prospectus have been derived from reportsthe report prepared by Cawley, Gillespie & Associates, Inc. and Ryder Scott Company, L.P. All such information has been so included or incorporated by reference on the authority of such firmsfirm as expertsan expert regarding the matters contained in their reports.

its report.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement

Our annual reports on FormS-3 (including the exhibits, schedules 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments thereto) under the Securities Act, with respect to the shares of Common Stock offered for sale from time to timethose reports filed or furnished pursuant to this prospectus. This prospectus does not contain allSection 13(a) or 15(d) of the information set forth in the registration statement because partsExchange Act are made available free of the registration statement have been omitted as permitted by rules and regulations of the SEC. Statements made in this prospectus regarding the contents of any contract or other document are summaries of the material terms of the contract or document. With respect to each contract or document filed as an exhibit to the registration statement, reference is made to the corresponding exhibit. For further information pertaining to us and the securities offered by this prospectus, reference is made to the registration statement, including the exhibits and schedules thereto.

We will file annual, quarterly and current reports, proxy statements and other information with the SEC. We make these filings availablecharge on our website once they areat www.amplifyenergy.com as soon as reasonably practicable after these reports have been electronically filed with, or furnished to, the SEC. Our website also includes our Code of Business Conduct and Ethics, Corporate Governance Guidelines and the charters of our audit committee, compensation committee and nominating & governance committee. The information contained on, or connected to, our website is not incorporated by reference into this prospectus and should not be considered part of this or any other report that we file with or furnish to the SEC.

The SEC maintains a website that contains reports, proxy and information statements, and other information that is filed throughregarding the SEC’s EDGAR System. Our SEC filings are available on the SEC’s websiteCompany at www.sec.gov. In addition, we will provide electronic or paper copies of our filings free of charge upon request.

www.sec.gov.

INCORPORATION OF CERTAIN INFORMATION INCORPORATED BY REFERENCE

The rules of the SEC allow us to

We “incorporate by reference” information into this prospectus, the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents.another document filed separately with the SEC. The information incorporated by reference is considereddeemed to be part of this prospectus, except for any information that is superseded by information included directlycontained expressly in this prospectus.prospectus, and the information that we file later with the SEC will automatically supersede this information. You should not assume that the information in this prospectus is current as of any date other than the date on the coverfront page of this prospectus.

This You should not assume that the information contained in the documents incorporated by reference in this prospectus incorporatesor any supplement thereto is accurate as of any date other than the respective dates of those documents.

We incorporate by reference the documents listed below, any documents we may file pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) after the date of the filing of the registration statement of which this prospectus forms a part and prior to the effectiveness of the registration statement and any subsequentfuture filings we makemade with the SEC under SectionsSection 13(a), 13(c), 14 or 15(d) of the Exchange Act, (excludingexcluding any portion of such documents that have been “furnished” butinformation furnished and not “filed” for purposes of the Exchange Act) until all offerings under this registration statement are completed or terminated:

•

our Annual Report onForm10-K for the year ended December 31, 2018, filed with the SEC on March 14, 2019 (FileNo. 001-35512);

•

Legacy Amplify’s Annual Report onForm10-K for the year ended December 31, 2018, filed with the Commission on March 6, 2019 (FileNo. 001-35364);

•

our Quarterly Reports on Form10-Q for the quarters ended March 31, 2019 and June 30, 2019, filed with the Commission onMay  10, 2019 andAugust 5, 2019, respectively (FileNo. 001-35512);

•

Legacy Amplify’s Quarterly Reports on Form10-Q for the quarters ended March 31, 2019 and June 30, 2019, filed with the Commission onMay  9, 2019 andAugust 5, 2019, respectively (FileNo. 001-35364);

•

our Current Reports on Form8-K filed with the SEC onFebruary 5, 2019,March 13, 2019,May  6, 2019,August 2, 2019,August 6, 2019 andAugust 29, 2019 (FileNo. 001-35512);

•

Legacy Amplify’s Current Reports on Form8-K filed with the SEC onMarch 25, 2019,May  6, 2019,May 16, 2019,July  17, 2019,July 26, 2019, andAugust 2, 2019 (fileNo. 001-35364); and

•

the description of our Common Stock set forth in the Registration Statement onForm8-A (FileNo. 001-35512), filed with the SEC on May 3, 2017.

All filings made by us with the SEC, pursuant to the Exchange Act afterfrom the date of this registration statement and priorprospectus until we have sold all of the Securities to which this prospectus relates or each offering under this prospectus is otherwise terminated:

•
our Annual Report on Form 10-K for the effectiveness of this registration statement shall also be deemedyear ended December 31, 2023 dated March 6, 2024, including information specifically incorporated by reference into this prospectus.

such Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A for our 2024 Annual Meeting of Shareholders filed on April 5, 2024; and

​
•
the description of our common stock contained in our Form 8-A filed on May 3, 2017, as amended by Exhibit 4.3 to our Annual Report on Form 10-K filed on March 5, 2020, including any subsequent amendment or any report filed for the purpose of updating such description.
​

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Any statement made in this prospectus orinformation in any prospectus supplement or amendment or in a document incorporated by reference into this prospectus or in any prospectus supplement or amendmentof the foregoing documents will automatically be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement containedinformation in this prospectus or in any other subsequentlya later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information.
You may request a copy of any document incorporated by reference in this prospectus, modifiesincluding the exhibits thereto, at no cost, by writing or supersedes that statement.

Any statement so modifiedtelephoning us at the following address or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You can obtain any of the filings incorporated by reference into this prospectus through us or from the SEC through the SEC’s website at http://www.sec.gov. We will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request of such person, a copy of any or all of the reports and documents referred to above which have been or may be incorporated by reference into this prospectus.

telephone number:

You should direct requests for those documents to:

Amplify Energy Corp.


Attention: Investor Relations
500 Dallas Street, Suite 1700


Houston, Texas 77002


(713) 490-8900 Phone: (832) 219-9001LOGO

Our Annual Report on Form


10-K15 and other reports and documents incorporated by reference herein may also be found in the “Investor Relations” section of our website at http://www.amplifyenergy.com. Our website and the information contained in it or connected to it shall not be deemed to be incorporated into this prospectus or any registration statement of which it forms a part.


12,291,246 Shares

LOGO

Amplify Energy Corp.

COMMON STOCK

Prospectus

                    , 2019

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.   Other Expenses of Issuance and Distribution.

The following table sets

Set forth below are the expenses and costs (other than underwriting discounts and commissions) expected to be incurred by the Company in connection with the issuance and distributionoffering of the shares of Common Stocksecurities registered hereby. Other thanWith the exception of the SEC registration fee, the amounts set forth below are estimates:

   Amount To
Be Paid		 

SEC registration fee

  $8,550.87 

Printing expenses

   * 

Legal fees and expenses

   * 

Accounting fees and expenses

   * 

Transfer agent and registrar fees

   * 

Miscellaneous fees and expenses

   * 
  

 

 

 

Total

  $* 
  

 

 

 

estimates.
​SEC registration fee​​​$27,275(1)​​
​Printing and engraving expenses​​​​*

Estimated​

​
​Accounting fees and expenses are not presently known. The foregoing sets forth the general categories of​​​​*​​
​Legal fees and expenses (other than underwriting discounts​​​​*​​
​Registrar and commissions) that we anticipate we will incur in connection with the offering of securities under this registration statement on FormS-3.

Transfer Agent’s fees		​​​​*​​
​Miscellaneous​​​​*​​
​Total​​​$*​​
​
(1)
In accordance with Rule 415(a)(6) under the Securities Act, the filing fee previously paid in connection with the securities registered under the registration statement on Form S-3 (File Number 333-254149), all of which remain unsold, will continue to be applied to the securities registered under this registration statement. Please see the registration fee table contained in Exhibit 107 to this registration statement for more information.
​
*
Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses (other than underwriting discounts and commissions) that we anticipate we will incur in connection with the offering of securities under this registration statement on Form S-3.
​

Item 15.   Indemnification of Directors and Officers.

Section 145(a) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), because he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 145(b) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made with respect to any claim, issue, or matter as to which he or she shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or other adjudicating court shall deem proper.

Section 145(e) of the DGCL provides that expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be

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paid by

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the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized by Section 145 of the DGCL.

Section 145(e) of the DGCL further provides that such expenses (including attorneys’ fees) incurred by former directors and officers or other employees or agents of the corporation may be so paid upon such terms and conditions as the corporation deems appropriate.

Section 145(g) of the DGCL provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability under Section 145 of the DGCL.

The Registrant’s second amended and restated bylaws provide

Our Certificate of Incorporation provides that the Registrantwe will indemnify and hold harmless, to the fullest extent permitted by the DGCL, any person who was or is made or is threatened to be made a party or is otherwise involved in any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was one of the Registrant’sour directors or officers or is or was serving at the Registrant’sour request as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. The Registrant’s second amended and restated certificate of incorporationOur Bylaws further provide for the advancement of expenses to each of itsour officers and directors.

The Registrant’s second amended and restated certificate

Our Certificate of incorporationIncorporation provides that, to the fullest extent permitted by the DGCL, the Registrant’sour directors shall not be personally liable to the Registrantus or itsour stockholders for monetary damages for breach of fiduciary duty as a director. Under Section 102(b)(7) of the DGCL, the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty can be limited or eliminated except (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) under Section 174 of the DGCL (relating to unlawful payment of dividend or unlawful stock purchase or redemption); or (4) for any transaction from which the director derived an improper personal benefit.

The Registrant

We also maintainsmaintain a general liability insurance policy which covers certain liabilities of directors and officers of the Registrantour company arising out of claims based on acts or omissions in their capacities as directors or officers, whether or not the Registrantwe would have the power to indemnify such person against such liability under the DGCL or the provisions of the Registrant’s second amended and restated certificateour Certificate of incorporation.

The Registrant hasIncorporation.

We have also entered into indemnification agreements with each of the Registrant’sour directors and our executive officers. These agreements provide that the Registrantwe will indemnify each of itsour directors and such officers to the fullest extent permitted by law and by our Certificate of Incorporation or Bylaws.
Any underwriting agreement entered into in connection with the Registrant’s second amended and restated certificatesale of incorporation or second amended and restated bylaws.

securities offered pursuant to this registration statement will provide for indemnification.


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Item 16.   Exhibits and Financial Statement Schedules.

Reference is madeExhibits.

The following documents are filed as exhibits to the Exhibit Index preceding the signature pages hereto, which Exhibit Index is herebythis registration statement, including those exhibits incorporated herein by reference into this item.

to a prior filing of the Company under the Securities Act or the Exchange Act as indicated in parentheses:

​
Exhibit
Number
​​Exhibits​
​1.1*​​Form of Underwriting Agreement.​
​2.1​​Agreement and Plan of Merger, dated May 5, 2019, by and among Amplify Energy Corp., Midstates Petroleum Company, Inc. and Midstates Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-35364) filed on May 6, 2019).​
​4.1​​Description of the Company’s Capital Stock Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.3 of the Annual Report on Form 10-K (File No. 001-35512) filed on March 5, 2020).​
​4.2**​​
Form of Indenture for Senior Debt Securities.
​
​4.3**​​
Form of Indenture for Subordinated Debt Securities.
​
​4.4**​​
Form of Senior Debt Securities (included in Exhibit 4.2).
​
​4.5**​​
Form of Subordinated Debt Securities (included in Exhibit 4.3).
​
​4.6*​​Form of Deposit Agreement, including form of Depositary Receipt.​
​4.7*​​Form of Debt Securities Warrant Agreement.​
​4.8*​​Form of Common Stock Warrant Agreement.​
​4.9*​​Form of Preferred Stock Warrant Agreement.​
​4.10*​​Specimen preferred stock certificate.​
​4.11*​​Form of Certificate of Designation of preferred stock.​
​5.1**​​
Opinion of Kirkland & Ellis LLP.
​
​23.1**​​
Consent of Deloitte & Touche LLP.
​
​23.2**​​
Consent of Cawley, Gillespie & Associates, Inc.
​
​23.3**​​
Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
​
​24.1**​​
Powers of Attorney (included on signature pages of this Registration Statement).
​
​25.1***​​Form T-1 Statement of Eligibility and Qualification respecting the Senior Indenture.​
​25.2***​​Form T-1 Statement of Eligibility and Qualification respecting the Subordinated Indenture.​
​107**​​
Filing Fee Table.
​
​
*
To be filed by amendment or as an exhibit to a current report on Form 8-K of Amplify Energy Corp.
​
**
Filed herewith.
​
***
To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939 and Rule 5b-3 thereunder.
​
Item 17.   Undertakings

Undertakings.

(a)
The undersigned registrant hereby undertakes:

(a)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(1)

to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

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​
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
​
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
​

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(2)

to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(3)

to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

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forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
​
provided, however, that paragraphs (a)(1)(i), (2)(a)(1)(ii) and (3)(a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange CommissionSEC by the registrantsregistrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in thea form of a prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(b)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d)

That, for purposes of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness;provided, however,that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(e)

That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

(f)

That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.

(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
​
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
​
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
​
(A)
Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
​
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
​
(5)
That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the
​

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following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
​
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
​
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
​
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
​
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.

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​

(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrantregistrants pursuant to the foregoing provisions, or otherwise, the registrant hasregistrants have been advised that in the opinion of the SECSecurities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, theeach registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Exhibit

Number

Description

  2.1#—

Agreement and Plan of Merger, dated May 5, 2019, by and among Amplify Energy Corp., Midstates Petroleum Company, Inc. and Midstates Holdings, Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form8-K (FileNo. 001-35512) filed on May 6, 2019).

  3.1—

Second Amended and Restated Certificate of Incorporation of Midstates Petroleum Company, Inc. (incorporated by reference to Exhibit 3.1 to Registration Statement on Form8-A (FileNo. 001-35512) filed on October 21, 2016).

  3.2—

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Midstates Petroleum Company, Inc., dated August 6, 2019 (incorporated by reference to Exhibit 3.1 to Current Report on Form8-K (FileNo. 001-35512) filed on August 6, 2019).

  3.3—

Second Amended and Restated Bylaws of Amplify Energy Corp., dated August 6, 2019 (incorporated by reference to Exhibit 3.2 to Current Report on Form8-K (FileNo. 001-35512) filed on August 6, 2019).

  4.1—

Amplify Energy Corp. Amended and Restated Registration Rights Agreement, dated August 6, 2019, between the Company and certain holders party thereto (incorporated by reference to Exhibit 10.1 to Current Report on Form8-K (FileNo. 001-35512) filed on August 6, 2019).

  5.1**—

Legal opinion of Kirkland & Ellis LLP as to the legality of the securities being registered.

23.1*—

Consent of KPMG LLP.

23.2*—

Consent of Grant Thornton LLP.

23.3*—

Consent of Ryder Scott Company, L.P.

23.4*—

Consent of Cawley, Gillespie & Associates, Inc.

23.5**—

Consent of Kirkland  & Ellis LLP (included as part of Exhibit 5.1 hereto).

24.1—

Power of Attorney (included on the signature page of this Registration Statement).

99.1—

Report of Ryder Scott Company, L.P. (incorporated by reference to Exhibit 99.1 of Legacy Amplify’s Annual Report on Form10-K (FileNo. 001-35364) filed on March 6, 2019).

99.2—

Report of Cawley, Gillespie & Associates, Inc. (incorporated by reference to Exhibit 99.1 of the Company’s Annual Report on Form10-K (FileNo. 001-35512) filed on March 14, 2019).

*

Filed herewith.

**

Previously filed.

#

Pursuant to Item 601(b)(2) of RegulationS-K, the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.

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​
(d)
The undersigned registrant hereby undertakes that:
​
(1)
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
​
(2)
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
​
(e)
Each undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.
​

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TABLE OF CONTENTS​

SIGNATURES

Pursuant to the requirements of the Securities Act the Registrantof 1933, as amended, Amplify Energy Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-3 and has duly caused this Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on October 2, 2019.

April 8, 2024.
AMPLIFY ENERGY CORP.

By:

Amplify Energy Corp.

By:

/s/ Kenneth Mariani

Name:

Kenneth Mariani

Title:

President, Chief Executive Officer and Director

AMPLIFY ENERGY CORP.

By:
/s/ Martyn Willsher
​
​
Martyn Willsher
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Martyn Willsher as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments or post-effective amendments to this registration statement, or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933, as amended, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorneys-in-fact and agents or his or her substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities andindicated on the dates presented.

April 8, 2024.
​
Signature​​Title​​Date
​

​

/s/ Kenneth Mariani

Kenneth Mariani

Martyn Willsher
​
Martyn Willsher
​

​

President, Chief Executive Officer and Director

(Principal (Principal Executive Officer)

​October 2, 2019​April 8, 2024​
​

/s/ Martyn Willsher

Martyn Willsher

James Frew
​
James Frew
​

​

Senior Vice President and Chief Financial Officer

(Principal (Principal Financial Officer)

​October 2, 2019​April 8, 2024​
​

/s/ Denise DuBard

Denise DuBard

Eric Dulany
​
Eric Dulany
​

​

Vice President and Chief Accounting Officer

(Principal (Principal Accounting Officer)

​October 2, 2019​April 8, 2024​
​

*

David M. Dunn

Director

October 2, 2019

*

/s/ Christopher W. Hamm

​
Christopher W. Hamm
​

Director

​		Chairman and DirectorOctober 2, 2019​​April 8, 2024​
​
/s/ Deborah G. Adams
​
Deborah G. Adams
​​Director​​April 8, 2024​

*

Scott L. Hoffman

​
/s/ James E. Craddock
​
James E. Craddock

Director

​		​October 2, 2019Director​​April 8, 2024​

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​Signature​​Title​​Date​
​
/s/ Patrice Douglas
​
Patrice Douglas
​​Director​​April 8, 2024​

*

Evan S. Lederman

​

Director

October 2, 2019

*

David H. Proman

Director and Chairman

October 2, 2019

*

/s/ Randal T. Klein

​
Randal T. Klein
​

Director

​		DirectorOctober 2, 2019​​April 8, 2024​
​
/s/ Vidisha Prasad
​
Vidisha Prasad
​​Director​​April 8, 2024​

*

​

/s/ Todd R. Snyder

​
Todd R. Snyder
​

Director

​		DirectorOctober 2, 2019​​April 8, 2024​

*

Kenneth Mariani hereby signs this registration statement on behalf of the indicated persons for whom is he attorney-in-fact on October 2, 2019, pursuant to powers of attorney previously included with the Registration Statement on Form S-3 of Amplify Energy Corp. filed on September 9, 2019 with the Securities and Exchange Commission.

By:/s/ Kenneth Mariani
Kenneth Mariani
Attorney-in-fact

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