UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 11, 2023
AMCI ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
Delaware |
001-40282 |
86-1763050 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
600 Steamboat Road
Greenwich, Connecticut |
06830 |
(Address of principal executive offices) |
(Zip Code) |
(203) 625-9200
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each
exchange on which
registered |
Units,
each consisting of one share of Class A common stock and one-half of one redeemable warrant |
|
AMCIU |
|
The Nasdaq
Stock Market LLC |
Class
A common stock, par value $0.0001 per share |
|
AMCI |
|
The Nasdaq
Stock Market LLC |
Redeemable
warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 |
|
AMCIW |
|
The Nasdaq
Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 13(a) of the Exchange Act. ¨
On January 11, 2023,
AMCI Acquisition Corp. II, a Delaware corporation (“AMCI”), issued a press release announcing that it has scheduled the Special
Meeting of its stockholders (the “Special Meeting”) for February 1, 2023 at 11:00 a.m., Eastern time, to approve the
previously announced business combination (the “Business Combination”) with LanzaTech NZ, Inc. (“LanzaTech”),
that it has filed its definitive proxy statement/prospectus for the Special Meeting, and that it has commenced mailing the definitive
proxy statement/prospectus to its stockholders of record as of the close of business on December 28, 2022 (the “Record Date”).
A copy of the press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Important Information About the Business
Combination and Where to Find It
The Business Combination will be submitted
to stockholders of AMCI for their consideration. AMCI has filed a registration statement on Form S-4 (the "Registration
Statement") with the Securities and Exchange Commission (the “SEC”) which includes both a prospectus with respect to
the combined company’s securities to be issued in connection with the Business Combination and a proxy statement to be
distributed to AMCI's stockholders in connection with AMCI's solicitation of proxies for the vote by its stockholders in connection
with the Business Combination and other matters as described in the Registration Statement. AMCI urges its investors, stockholders
and other interested persons to read the definitive proxy statement/prospectus, as well as other documents filed by AMCI with the
SEC, because these documents contain important information about AMCI, LanzaTech and the Business Combination. AMCI has mailed the
definitive proxy statement/prospectus to its stockholders of record as of the Record Date for voting on the proposed Business
Combination. Stockholders can also obtain a copy of the Registration Statement, including the definitive proxy statement/prospectus,
as well as other documents filed with the SEC regarding the Business Combination and other documents filed by AMCI with the SEC,
without charge, at the SEC's website located at www.sec.gov or by directing a request to: AMCI Acquisition Corp. II, 600 Steamboat
Road, Greenwich, CT 06830.
Participants in the Solicitation
AMCI and
LanzaTech and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect
to the proposed Business Combination under the rules of the SEC. Information about the directors and executive officers of AMCI is
set forth in the Registration Statement and included in the definitive proxy statement/prospectus. Information regarding the persons who
may, under the rules of the SEC, be deemed participants in the solicitation of AMCI stockholders in connection with the proposed
Business Combination is set forth in the Registration Statement and included in the definitive proxy statement/prospectus. Stockholders,
potential investors and other interested persons should read the definitive proxy statement/prospectus carefully before making any voting
or investment decisions. These documents can be obtained free of charge from the sources indicated above.
Forward-Looking
Statements
This press
release includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial,
of AMCI and LanzaTech. These statements are based on the beliefs and assumptions of the management of AMCI and LanzaTech, respectively.
Although AMCI and LanzaTech believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking
statements are reasonable, neither AMCI nor LanzaTech can assure you that either will achieve or realize these plans, intentions or expectations.
Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical
facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking
statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,”
“projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,”
“scheduled,” “anticipates,” “intends” or similar expressions. The forward-looking statements are based
on projections prepared by, and are the responsibility of, AMCI’s management and LanzaTech’s management, respectively. These
forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown
risks, uncertainties, assumptions and other important factors, many of which are outside the control of AMCI and LanzaTech, that could
cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. New risk factors that may
affect actual results or outcomes emerge from time to time and it is not possible to predict all such risk factors, nor can AMCI or LanzaTech
assess the impact of all such risk factors on its business, or the extent to which any factor or combination of factors may cause actual
results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of
performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements
attributable to AMCI, LanzaTech or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary
statements. AMCI and LanzaTech prior to the Business Combination, and the combined company following the Business Combination, undertake
no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law.
Non-Solicitation
This press release shall not constitute a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination
and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities,
in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the
requirements of the Securities Act of 1933, as amended.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AMCI ACQUISITION CORP. II |
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Date: January 11, 2023 |
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By: |
/s/ Nimesh Patel |
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Name: |
Nimesh Patel |
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Title: |
Chief Executive Officer |
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Exhibit 99.1
AMCI
Acquisition Corp. II Announces Filing and Mailing of Definitive Proxy Statement and Special Meeting Date in Connection with Proposed
Business Combination with LanzaTech
GREENWICH,
Conn., January 11, 2023 -- AMCI Acquisition Corp. II (“AMCI”) (Nasdaq: AMCI),
a publicly-traded special purpose acquisition company, today announced that it has scheduled the special meeting of its stockholders
(the “Special Meeting”) for February 1, 2023 at 11:00 a.m., Eastern Time, to approve the proposed business
combination (the “Business Combination”) with LanzaTech NZ, Inc. (“LanzaTech”), an innovative carbon
capture and transformation company that transforms waste carbon into materials such as sustainable fuels, fabrics, packaging and
other products that people use in their daily lives.
AMCI
also announced that it has filed its definitive proxy statement/prospectus for the Special Meeting, and has commenced mailing the
definitive proxy statement/prospectus to its stockholders of record as of December 28, 2022, the record date for the Special
Meeting (the “Record Date”). The closing of the Business Combination is subject to approval by AMCI’s and
LanzaTech’s stockholders and the satisfaction of other customary closing conditions and is expected to close as soon as practicable
following the Special Meeting.
If you are a stockholder entitled to vote at the Special Meeting, your
vote is important no matter how many shares you own. You are encouraged to submit your vote as soon as possible. If you hold your shares
in “street name,” meaning that your shares are held in an account at a brokerage firm, bank or other similar agent, you may
vote prior to the Special Meeting by using your voting control number and instructions provided to you by your brokerage firm, bank or
other similar agent. Please contact your brokerage firm, bank or other similar agent to ensure your shares are voted. If you are a stockholder
of record, you may vote prior to the Special Meeting by signing, dating, and mailing your proxy card in the return envelope provided
with your proxy material.
If
any AMCI stockholder has any questions, needs assistance in voting their shares or does not receive the Proxy Statement, that stockholder
should contact their broker or Morrow Sodali, AMCI’s proxy solicitor, at (800) 662-5200, or by email to AMCI.info@investor.morrowsodali.com.
Important
Information About the Business Combination and Where to Find It
The Business
Combination will be submitted to stockholders of AMCI for their consideration. AMCI has filed a registration statement on Form S-4
(the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”)which includes both a prospectus
with respect to the combined company’s securities to be issued in connection with the Business Combination and a proxy statement
to be distributed to AMCI's stockholders in connection with AMCI's solicitation of proxies for the vote by its stockholders in connection
with the Business Combination and other matters as described in the Registration Statement. AMCI urges its investors, stockholders and
other interested persons to read the definitive proxy statement/prospectus, as well as other documents filed by AMCI with the SEC, because
these documents contain important information about AMCI, LanzaTech and the Business Combination. AMCI has mailed the definitive proxy
statement/prospectus to its stockholders of record as of the Record Date for voting on the proposed Business Combination. Stockholders
can also obtain a copy of the Registration Statement, including the definitive proxy statement/prospectus, as well as other documents
filed with the SEC regarding the Business Combination and other documents filed by AMCI with the SEC, without charge, at the SEC's website
located at www.sec.gov or by directing a request to: AMCI Acquisition Corp. II, 600 Steamboat Road, Greenwich, CT 06830.
Participants
in the Solicitation
AMCI and LanzaTech
and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the
proposed Business Combination under the rules of the SEC. Information about the directors and executive officers of AMCI is set
forth in the Registration Statement and included in the definitive proxy statement/prospectus. Information regarding the persons who
may, under the rules of the SEC, be deemed participants in the solicitation of AMCI stockholders in connection with the proposed
Business Combination is set forth in the Registration Statement and included in the definitive proxy statement/prospectus. Stockholders,
potential investors and other interested persons should read the definitive proxy statement/prospectus carefully before making any voting
or investment decisions. These documents can be obtained free of charge from the sources indicated above.
Forward-Looking
Statements
This press release
includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial,
of AMCI and LanzaTech. These statements are based on the beliefs and assumptions of the management of AMCI and LanzaTech, respectively.
Although AMCI and LanzaTech believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking
statements are reasonable, neither AMCI nor LanzaTech can assure you that either will achieve or realize these plans, intentions or expectations.
Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical
facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are
forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,”
“expects,” “projects,” “forecasts,” “may,” “will,” “should,”
“seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions.
The forward-looking statements are based on projections prepared by, and are the responsibility of, AMCI’s management and LanzaTech’s
management, respectively. These forward-looking statements are not guarantees of future performance, conditions or results, and involve
a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of
AMCI and LanzaTech, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.
New risk factors that may affect actual results or outcomes emerge from time to time and it is not possible to predict all such risk
factors, nor can AMCI or LanzaTech assess the impact of all such risk factors on its business, or the extent to which any factor or combination
of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements
are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All
forward-looking statements attributable to AMCI, LanzaTech or persons acting on their behalf are expressly qualified in their entirety
by the foregoing cautionary statements. AMCI and LanzaTech prior to the Business Combination, and the combined company following the
Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
Non-Solicitation
This press release
shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor
shall there be any sale of securities, in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
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