| Please mark vote as indicated in this example
XAMCI ACQUISITION CORP. II — THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALSProposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to adopt the agreement and plan of
merger, dated as of March 8, 2022 (as amended on December 7, 2022,
and as may be further amended and/or restated from time to time, the
“Merger Agreement”), by and among AMCI, AMCI Merger Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of AMCI (“Merger
Sub”), and LanzaTech NZ, Inc., a Delaware corporation (“LanzaTech”);
and the transactions contemplated thereby, pursuant to which Merger
Sub will merge with and into LanzaTech with LanzaTech surviving the
merger as a wholly owned subsidiary of AMCI (the transactions
contemplated by the Merger Agreement, the “Business Combination”
and such proposal, the “Business Combination Proposal”); Proposal No. 2 — The Charter Proposals — to consider and vote upon a proposal to approve, assuming the Business Combination
Proposal is approved and adopted, the following (collectively, the
“Charter Proposals”): (i) the proposed second amended and restated certificate of incorporation of AMCI (the “Proposed Charter”), which will replace
AMCI’s amended and restated certificate of incorporation, dated
August 3, 2021 (the “Current Charter”) and will be in effect upon the
consummation of the Business Combination; (ii) the reclassification of AMCI’s Class A common stock, par value $0.0001 per share (“Class A common stock”), and AMCI’s Class B
common stock, par value $0.0001 per share (“Class B common
stock”) into a single class of common stock, par value $0.0001 per
share, of the combined company (“New LanzaTech Common Stock”);
and (iii) the increase in the number of authorized shares of New LanzaTech Common Stock from 300,000,000 shares to 400,000,000
shares and the increase in the number of authorized shares of
preferred stock from 1,000,000 shares to 20,000,000 shares; Proposal No. 3 — The Advisory Charter Proposals — to consider and vote upon separate proposals to approve, on a non-binding
advisory basis, the following material differences between the
Proposed Charter and the Current Charter, which are being presented
in accordance with the requirements of the SEC as five separate sub-
proposals: (i) to provide that New LanzaTech will have authorized capital stock of 420,000,000 shares, consisting of 400,000,000 shares of New
LanzaTech Common Stock and 20,000,000 shares of preferred stock,
par value $0.0001 per share, as opposed to AMCI having authorized
capital stock of 301,000,000 shares, consisting of 280,000,000
shares of Class A common stock, 20,000,000 shares of Class B
common stock and 1,000,000 shares of preferred stock; (ii) to provide that directors of New LanzaTech may be removed from office only for cause and only with the affirmative vote of the holders of at least 66⅔% of the voting power of the outstanding shares of stock of New LanzaTech; (iii) to change the stockholder vote required to amend certain provisions of the Proposed Charter; (iv) to prohibit all stockholders from acting by written consent by specifying that any action required or permitted to be taken by
stockholders must be effected by a duly called annual or special
meeting and may not be effected by written consent; and (v) to provide for certain additional changes, including, among other things, (i) changing the post-Business Combination company’s
corporate name from “AMCI Acquisition Corp. II” to “LanzaTech
Global, Inc.” and making the company’s corporate existence
perpetual and (ii) removing certain provisions related to our status as
a blank check company that will no longer apply upon consummation
of the Business Combination;
Proposal No. 4 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve, assuming the Business
Combination Proposal and the Charter Proposals are approved and
adopted, for the purposes of complying with the applicable listing
rules of Nasdaq, the issuance of (x) shares of New LanzaTech
Common Stock pursuant to the terms of the Merger Agreement and
(y) shares of Class A common stock to certain institutional investors
in connection with the Private Placement (as defined in the
accompanying proxy statement/prospectus), plus any additional
shares pursuant to subscription agreements or other agreements
we may enter into prior to Closing (the “Stock Issuance Proposal”); Proposal No. 5 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve, assuming the Business
Combination Proposal, the Charter Proposals and the Stock Issuance
Proposal are approved and adopted, the LanzaTech 2023 Long-Term
Incentive Plan (the “Incentive Plan”), including the authorization of
the initial share reserve, the aggregate number of shares issuable
pursuant to incentive stock options within the meaning of section
422 of the Internal Revenue Code of 1986, as amended, and the
class(es) of employees eligible for ISOs under the Incentive Plan (the
“Incentive Plan Proposal”); Proposal No. 6 — The Director Election Proposal — a proposal to elect, assuming the Business Combination Proposal, the Charter
Proposals, the Stock Issuance Proposal and the Incentive Plan
Proposal are all approved and adopted, directors to the New
LanzaTech board of directors (the “Director Election Proposal”); Nominees: Barbara Byrne
Nigel Gormly
Jennifer Holmgren
Dorri McWhorter
Jim Messina
Nimesh Patel
Gary Rieschel Proposal No. 7 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special
Meeting to a later date or dates, if necessary, to permit further
solicitation and vote of proxies if, based upon the tabulated vote at
the time of the Special Meeting, any of the Business Combination
Proposal, the Charter Proposals, the Stock Issuance Proposal, the
Incentive Plan Proposal and the Director Election Proposal would not
be duly approved and adopted by our stockholders or we determine
that one or more of the closing conditions under the Merger
Agreement is not satisfied or waived (“Adjournment Proposal”).
Dated:
, 2023
Signature
(Signature if held Jointly) When Shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the president or another authorized
officer. If a partnership, please sign in partnership name by an authorized person. The Shares represented by the proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is made,
this proxy will be voted FOR all proposals. If any other matters properly come before
the Special Meeting, unless such authority is withheld on this proxy card, the Proxies
will vote on such matters in their discretion.
FOR ALLWITHHOLD ALLFOR ALL EXCEPTTo withhold authority to vote for any individual nominee(s), mark “For All Except” and write the name of
the nominees on the line below. ____________________________________
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