Item 1.01. Entry into a Material Definitive Agreement.





Subscription Agreements

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 it may be amended, restated, supplemented or otherwise modified from time to time, the "Merger Agreement"). If the Merger Agreement and the transactions contemplated thereby (the "Business Combination") 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 "Merger").

On October 18, 2022, AMCI entered into subscription agreements (the "Subscription Agreements") with certain accredited investors (collectively, the "PIPE Investors"), pursuant to which, among other things, AMCI agreed to issue and sell, in a private placement to close immediately prior to the closing of the Merger, an aggregate of 5,500,000 shares of Class A common stock, par value $0.0001 per share, of AMCI (the "AMCI Class A Common Stock") at a purchase price of $10.00 per share (the "Additional PIPE Investment") to the PIPE Investors.

The Additional PIPE Investment represents the parties' efforts to raise additional capital in order to satisfy the Minimum Closing Cash Condition (as defined in the Merger Agreement). The Additional PIPE Investment is in addition to the 12,500,000 shares of AMCI Class A Common Stock that AMCI agreed to sell, in a private placement to close immediately prior to the closing of the Merger, to certain other accredited investors and qualified institutional buyers as reported on a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on March 8, 2022 (the "Original PIPE Investment" and together with the Additional PIPE Investment, the "PIPE Investment"). To date, investors have agreed to purchase shares of AMCI Class A Common Stock for an aggregate purchase price of $180,000,000 in the PIPE Investment.

The foregoing description of the Additional PIPE Investment and the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Subscription Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K (this "Current Report") is incorporated by reference herein. The shares of AMCI Class A Common Stock issuable in connection with the Additional PIPE Investment will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

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 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 as of a record date to be established 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 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.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit Number   Description
  10.1             Form of Subscription Agreement.
104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

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