Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 1, 2023, AMCI Acquisition Corp. II ("AMCI" or the "Company")
convened and then adjourned, without conducting any other business, AMCI's
special meeting of stockholders of AMCI (the "special meeting") relating to its
previously announced proposed business combination (the "business combination")
with LanzaTech NZ, Inc. ("LanzaTech"), scheduled to occur on Wednesday, February
1, 2023, at 11:00 a.m., Eastern Time, until Friday, February 3, 2023, at 3:00
p.m., Eastern Time, at https://www.cstproxy.com/amciacquisitionii/2023. The only
proposal submitted for a vote of the stockholders at the special meeting was the
approval of the adjournment of the special meeting to a later date or dates (the
"adjournment proposal"). The adjournment proposal is described in detail in the
Company's definitive proxy statement, filed with the U.S. Securities and
Exchange Commission (the "SEC") on January 11, 2023 (the "definitive proxy
statement"), relating to the business combination.
As of the close of business on December 28, 2022, the record date for the
special meeting, there were 15,000,000 shares of Class A common stock, par value
$0.0001 per share ("Class A common stock"), and 3,750,000 shares of Class B
common stock, par value $0.0001 per share (together with the Class A common
stock, the "common stock"), outstanding, each of which was entitled to one vote
with respect to the adjournment proposal. A total of 16,080,308 shares of common
stock, representing approximately 85.76% of the outstanding shares of common
stock entitled to vote, were present in person or by proxy, constituting a
quorum to conduct business.
The Company's stockholders approved the adjournment proposal by the votes set
forth below:
For Against Abstain Broker Non-Votes
15,298,064 782,039 205 0
Item 7.01 Regulation FD Disclosure.
Furnished as Exhibit 99.1 hereto is a press release, dated February 1, 2023 (the
"Press Release"), issued by AMCI announcing that AMCI convened and then
adjourned, without conducting any other business, AMCI's special meeting of its
stockholders (the "special meeting"), scheduled to occur on Thursday, February
1, 2023, at 11:00 a.m., Eastern Time, until Friday, February 3, 2023, at 3:00
p.m., Eastern Time, at https://www.cstproxy.com/amciacquisitionii/2023.
The special meeting is being held to vote on the proposals described in AMCI's
definitive proxy statement, filed with the U.S. Securities and Exchange
Commission (the "SEC") on January 11, 2023 (the "definitive proxy statement"),
relating to the proposed business combination with LanzaTech NZ, Inc.
The information in this Item 7.01, including Exhibit 99.1, is being furnished
and shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject
to liabilities under that section, and shall not be deemed to be incorporated by
reference into any filings of the Company under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, regardless of any general
incorporation language in such filings. This Current Report on Form 8-K (the
"Current Report") shall not be deemed an admission as to the materiality of any
information in this Item 7.01, including Exhibit 99.1.
Item 8.01 Other Events.
In connection with the approval by the Company's shareholders to adjourn the
special meeting, the Company adjourned, without conducting any business, the
special meeting until Friday, February 3, 2023, at 3:00 p.m., Eastern Time, at
https://www.cstproxy.com/amciacquisitionii/2023.
Important Information About the Business Combination and Where to Find It
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
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 December 28, 2022, 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 Current Report on Form 8-K 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 Current Report on Form 8-K 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.
Exhibit Number Description
99.1 Press Release Issued by AMCI acquisition Corp., dated February 1,
2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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