LanzaTech NZ, Inc. (“LanzaTech”), an innovative carbon capture
and transformation (“CCT”) company that transforms waste carbon
into materials such as sustainable fuels, fabrics, packaging, and
other products that people use in their daily lives, today
announced that AMCI Acquisition Corp. II (“AMCI”) (Nasdaq: AMCI)
has scheduled a 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.
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.
Dr. Jennifer Holmgren, Chief Executive Officer of LanzaTech,
said “We are thrilled to reach this important milestone in our
journey towards becoming a public company via our partnership with
AMCI. This transaction will enable a significant acceleration in
the deployment of our CCT technology, bringing us as a society, one
step closer to achieving a circular carbon economy and finding a
solution for the challenges of decarbonizing modern heavy
industry.”
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.
As announced on March 8th, 2022, LanzaTech has entered into a
merger agreement with AMCI. Upon closing of the Business
Combination, the combined company will be renamed LanzaTech Global,
Inc. and its common stock is expected to be listed on Nasdaq under
the ticker symbol “LNZA.”
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.
About LanzaTech
Headquartered in Skokie, Ill., LanzaTech transforms waste carbon
into materials such as sustainable fuels, fabrics, packaging, and
other products. Using a variety of waste feedstocks, LanzaTech’s
technology platform highlights a future where consumers are not
dependent on virgin fossil feedstocks for everything in their daily
lives. LanzaTech’s goal is to challenge and change the way the
world uses carbon, enabling a new circular carbon economy where
carbon is reused rather than wasted, skies and oceans are kept
clean, and pollution becomes a thing of the past. For more
LanzaTech visit https://lanzatech.com.
About AMCI Acquisition Corp. II
AMCI Acquisition Corp. II is a blank check company formed for
the purpose of effecting a merger with a business focused on
decarbonizing the heavy industrial complex and transitioning the
global energy mix to a lower carbon footprint. AMCI's sponsor is an
affiliate of the AMCI group of companies. AMCI invests in and
operates industrial businesses focused on natural resources,
transportation, infrastructure, metals and energy. AMCI has now
invested over $1.7 billion in 40 industrial companies and has an
existing portfolio consisting of 21 companies located around the
world. AMCI is led by Chief Executive Officer Nimesh Patel,
President Brian Beem, and Chief Financial Officer Patrick
Murphy.
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version on businesswire.com: https://www.businesswire.com/news/home/20230112005603/en/
Media Contact - LanzaTech Freya Burton, Chief
Sustainability Officer LanzatechPR@icrinc.com
Investor Relations Contact - LanzaTech Omar El-Sharkawy
Director, Corporate Development LanzatechIR@icrinc.com
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