Item 8.01. Other Events.
As previously announced, on March 8, 2022, AMCI
Acquisition Corp. II, a Delaware corporation (“AMCI”), entered into an Agreement and Plan of Merger with AMCI Merger Sub,
Inc., a Delaware corporation and a wholly owned subsidiary of AMCI (“Merger Sub”), and LanzaTech NZ, Inc. (“LanzaTech”),
a Delaware corporation (as amended on December 7, 2022, the “Merger Agreement”). If the Merger Agreement and the transactions
contemplated thereby are approved by AMCI’s stockholders and LanzaTech’s stockholders, and the closing conditions in the Merger
Agreement are satisfied or waived, then, among other things, upon the terms and subject to the conditions of the Merger Agreement and
in accordance with Delaware General Corporation Law, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the merger
as a wholly owned subsidiary of AMCI (the “Business Combination”).
On January 4, 2023, LanzaTech issued a press release
announcing that the company’s Co-Founder, Chief Scientific Officer and director, Dr. Sean Simpson, will transition to an advisory
role with LanzaTech to support development and delivery of new strategic projects. The press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K (this “Current Report”) and incorporated into this Item 8.01 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 (as amended, the “Registration
Statement”) relating to the Business Combination, which includes both a preliminary 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 preliminary proxy statement/prospectus and any amendments thereto and, when available, the definitive proxy statement/prospectus,
as well as other documents filed by AMCI with the U.S. Securities and Exchange Commission (the “SEC”), because these documents
will contain important information about AMCI, LanzaTech and the Business Combination. After the Registration Statement is declared effective,
AMCI will mail the definitive proxy statement/prospectus to its stockholders of record as of December 28, 2022, the record date for voting
on the proposed Business Combination. Stockholders will also be able to obtain a copy of the Registration Statement, including the preliminary
proxy statement/prospectus and, once available, 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 Business Combination described in this Current Report under the rules of the SEC.
Information about the directors and executive officers of AMCI is set forth in the Registration Statement (and will be 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 proxies from AMCI stockholders in connection with the Business Combination is
set forth in the Registration Statement (and will be included in the definitive proxy statement/prospectus). Stockholders, potential investors
and other interested persons should read the proxy statement/prospectus carefully before making any voting or investment decisions. These
documents can be obtained free of charge from the sources indicated above.
Non-Solicitation
This Current
Report shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in
respect of the 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.