As filed with the United States Securities and Exchange Commission on December 22, 2022.

Registration No: 333-264811​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 4
to

600 Steamboat Road
Greenwich, Connecticut 06830
Tel: (203) 625-9200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the transactions contemplated by the Merger Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commissions is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

as were applicable to such LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of New LanzaTech Common Stock equal to the number of LanzaTech common shares subject to such LanzaTech RSA, multiplied by the Exchange Ratio.

In connection with the execution of the Merger Agreement, AMCI entered into subscription agreements (as amended on December 7, 2022, the “Initial Subscription Agreements”) with the following institutional and accredited investors (the “Initial PIPE Investors”): Activant Capital IV, LP (“Activant”); AMCI Group, LLC Series 35; BASF Venture Capital GmbH (“BASF”); Future Solutions Investments, LLC (a related party of Khosla Ventures); Guardians of New Zealand Superannuation; K One W One (No. 3) Ltd.; Mitsui & Co. Ltd. (“Mitsui”); Oxy Low Carbon Ventures, LLC (“Oxy”); Primetals Technologies Austria GmbH (“Primetals”); SHV Energy N.V. (“SHV”); and Trafigura US Holdings, Inc. (“Trafigura”).

Pursuant to the Initial Subscription Agreements, the Initial PIPE Investors have agreed to purchase, immediately prior to the Closing, an aggregate of 12,500,000 shares of Class A common stock, par value $0.0001 per share, of AMCI (“Class A common stock”) at a purchase price of $10.00 per share (the “Initial PIPE Investment”), for aggregate proceeds of $125,000,000. The Initial PIPE Investment includes 3,000,000 shares of Class A common stock to be issued to ArcelorMittal pursuant to the AM SAFE Note, as a result of which such shares will be treated as part of the Private Placement. ArcelorMittal will be considered a PIPE Investor (as defined below) and will enter into an Initial Subscription Agreement with AMCI prior to the Closing.

Additionally, AMCI entered into subscription agreements (as amended on December 7, 2022, the “Additional Subscription Agreements” and, together with the Initial Subscription Agreements, the “Subscription Agreements”) with the following institutional and accredited investors (the “Additional PIPE Investors” and together with the Initial PIPE Investors, the “PIPE Investors”): Puig International SA (“Puig”) and Woodside Energy Technologies Pty, Ltd. (“Woodside”).

Pursuant to the Additional Subscription Agreements, the Additional PIPE Investors have agreed to purchase, immediately prior to the Closing, an aggregate of 5,500,000 shares of Class A common stock at a purchase price of $10.00 per share (the “Additional PIPE Investment” and, together with the Initial PIPE Investment, the “Private Placement”) for aggregate proceeds of $55,000,000. To date, PIPE Investors have agreed to purchase shares of Class A common stock for an aggregate purchase price of $180,000,000 in the Private Placement.

BASF, Future Solutions Investments, LLC, Guardians of New Zealand Superannuation, K One W One (No. 3) Ltd., Mitsui, and Primetals are each stockholders of LanzaTech or affiliates of stockholders of LanzaTech. Each of Mitsui and Guardians of New Zealand Superannuation has the right to appoint and elect, and each currently has appointed and elected, one director to LanzaTech’s board of directors. Certain affiliates of Future Solutions Investments, LLC have the right to appoint and elect, and currently have appointed and elected, two members of LanzaTech’s board of directors. All of the board appointment rights described in this paragraph are expected to terminate upon Closing.

LanzaTech and Mitsui are party to certain collaboration and investment agreements described in the section entitled “Information About LanzaTech — Key Collaboration Agreements.”

Mitsui, ArcelorMittal, BASF, Primetals, Oxy, SHV and Trafigura are commercial partners of LanzaTech.

Further, AMCI Group, LLC Series 35 is an entity in which Hans Mende, a director of AMCI, holds voting and investment control. AMCI Group, LLC Series 35 is a member of the Sponsor and a beneficial owner of more than 5% of AMCI’s currently outstanding securities.

None of Activant, Oxy, SHV or Trafigura is an affiliate of either LanzaTech or AMCI.

LanzaTech is incorporated in Delaware and its headquarters are in Skokie, Illinois. LanzaTech is not a company that was formed under the laws of the People’s Republic of China. However, LanzaTech has business operations in China, several strategic investors located in China, including Sinopec Capital Co., Ltd. (“Sinopec”), and a core team of technical, business and administrative professionals at a LanzaTech office in Shanghai, which support the ongoing operations and further growth of the business in China. LanzaTech also holds a minority ownership stake in Beijing Shougang LanzaTech Technology Co., Ltd. (the “Shougang Joint Venture”). LanzaTech licenses its technology in China to the Shougang Joint Venture. Entities in which the Shougang Joint Venture holds a controlling interest currently produce low carbon ethanol at three commercial scale facilities using LanzaTech’s process technology, which, in addition to its use as fuel, is transported and processed for use in consumer products. For more information on the Shougang Joint Venture, see the section entitled “Information about LanzaTech — Key Collaboration Agreements — Shougang Joint Venture.” Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time holders of outstanding capital stock in LanzaTech will have the right to receive shares of New LanzaTech Common Stock. Such holders will not receive shares in the Shougang Joint Venture.

LanzaTech has determined the Shougang Joint Venture to be a variable interest entity (“VIE”) for which LanzaTech is not the primary beneficiary. This VIE structure was implemented to effectuate the intellectual property licensing arrangement between LanzaTech and the Shougang Joint Venture and is not used to provide investors with exposure to foreign investment in China-based companies where Chinese law prohibits direct foreign investment in the operating companies. LanzaTech had previously determined that it was able to exercise significant influence, but no control, over the Shougang Joint Venture through its equity holdings in the Shougang Joint Venture, its representation on the VIE’s board of directors and participation in the policy-making process. Although LanzaTech has the right to appoint and elect, and currently has appointed and elected, one director to the Shougang Joint Venture’s board of directors, the agreements between LanzaTech, the Shougang Joint Venture and Sinopec do not provide LanzaTech with the power to direct the activities that are most significant to the economic performance of the Shougang Joint Venture. Therefore LanzaTech does not consolidate the Shougang Joint Venture in its financial statements. On September 30, 2022, LanzaTech determined it no longer had significant influence over the operating and financial policies of the Shougang Joint Venture due to the significant decrease in the Shougang Joint Venture’s technological dependence on LanzaTech.

Although LanzaTech is incorporated and headquartered in the United States, LanzaTech may still be subject to certain PRC laws due to its business operations in China. LanzaTech faces risks and uncertainties associated with complex and evolving PRC laws and regulations and as to whether and how recent PRC government statements and regulatory developments, such as those relating to cross-border data security, anti-monopoly concerns and VIEs, would apply to LanzaTech or its operations. Any application of these statements or regulatory actions to LanzaTech or its operations in the future, including a limitation on or disallowance of the VIE structure by Chinese regulatory authorities, could likely result in a material change in LanzaTech’s operations and could result in a material change in the value of the shares of New LanzaTech Common Stock.

For more information, see the following risk factors in the section entitled “Risk Factors — Risks Related to LanzaTech’s Business and Industry”: “Political and economic uncertainty, including changes in policies of the Chinese government or in relations between China and the United States, may impact our revenue and materially and adversely affect our business, financial condition, and results of operations”; “Our ability or the ability of our partners to operate in China may be impaired by changes in Chinese laws and regulations, including those relating to taxation, environmental regulation, restrictions on foreign investment, and other matters, which can change quickly with little advance notice”; “Our operations and financial results may be impacted if the PRC government determines that the contractual arrangements constituting part of the Shougang Joint Venture VIE structure do not comply with PRC regulations, or if these regulations change or are interpreted differently in the future”; “We and our partners may be subject to regulatory actions by the Chinese government targeting concerns related to data security and monopolistic behavior”; “Changes in China’s economic, political or social conditions or legal system or government policies could have a material adverse effect on our business and operations”; and “We may be subject to risks that the Chinese government may intervene or influence our operations at any time”.

Pursuant to LanzaTech’s license agreement with the Shougang Joint Venture, the Shougang Joint Venture transfers required payments by wire transfer to LanzaTech, Inc., a wholly owned subsidiary of LanzaTech. As of the date of this proxy statement/​prospectus, transfers of cash or other types of assets have been made between the Shougang Joint Venture and LanzaTech and its subsidiaries. The payments made between the Shougang Joint Venture and LanzaTech, Inc. have been in the ordinary course of business and have consisted of payments from LanzaTech, Inc. to the Shougang Joint Venture for the sale of ethanol and payments from the Shougang Joint Venture to LanzaTech, Inc. for sales of microbes, media, consumables and equipment. Payments from LanzaTech, Inc. to the Shougang Joint Venture were approximately $2.9 million for the period from January 1, 2022 to November 30, 2022. No payments were made from LanzaTech, Inc. to the Shougang Joint Venture in 2021. Payments from the Shougang Joint Venture to LanzaTech, Inc. were approximately $130,000 for the period from January 1, 2022 to November 30, 2022, and $300,000 in 2021. LanzaTech has not in the past and does not intend in the future to distribute to its stockholders any amounts that it receives from the Shougang Joint Venture. For more information, see the audited and unaudited financial statements of LanzaTech includes elsewhere in this proxy statement/prospectus.

LanzaTech’s auditor, Deloitte & Touche, LLP, is not headquartered in mainland China or Hong Kong and therefore is not subject to the determinations announced by the Public Company Accounting Oversight Board (the “PCAOB”) on December 16, 2021 regarding the PCAOB’s inability to inspect or investigate registered public accounting firms headquartered in mainland China or Hong Kong. LanzaTech does not expect that the Holding Foreign Companies Accountable Act and related regulations will be applicable to New LanzaTech.

AMCI stockholders should be aware that each of Goldman Sachs & Co. LLC (“Goldman Sachs”), Evercore Group, L.L.C. (“Evercore”) and Barclays Capital Inc. (“Barclays”) (collectively, the “Advisors”) have resigned from, and have ceased and refused to act in, every capacity and relationship with respect to each of AMCI and LanzaTech in which they were described in this proxy statement/​prospectus or otherwise in connection with the Business Combination and have waived their fees and reimbursements associated with such relationships. In addition, Evercore has resigned as underwriter pursuant to Section 11(b)(1) of the Securities Act and waived its deferred underwriting fees and other advisory fees, and the Advisors have also disclaimed responsibility for any part of this proxy statement/prospectus. AMCI stockholders should be aware that the resignation of the Advisors may be an indication that they do not want to be associated with the disclosure in this proxy statement/prospectus or the transactions contemplated hereby, and AMCI stockholders should not place any reliance on the participation of the Advisors prior to such resignation in the transactions contemplated in this proxy statement/prospectus. See the section entitled “The Business Combination Proposal — Resignations and Fee Waivers of the Advisors” and the risk factors entitled “Evercore was to be compensated in part on a deferred basis for already-rendered services in connection with AMCI’s IPO and for advisory services provided to AMCI in connection with the Business Combination, Barclays, LanzaTech’s M&A financial and capital markets advisor, was to be compensated for advisory services provided to LanzaTech in connection with the Business Combination, and all of the Advisors, as co-placement agents in the Private Placement, were to be compensated for placement agent services yet to be provided to AMCI in connection with the Business Combination. However, each of the Advisors gratuitously and without any consideration from AMCI and LanzaTech waived such compensation and disclaimed any responsibility for this proxy statement/prospectus” and “The resignation of Barclays, M&A financial and capital markets advisor to LanzaTech and co-placement agent for the Private Placement, Evercore, underwriter to AMCI in its IPO, its financial advisor and co-capital markets advisor in connection with the Business Combination and co-placement agent for the Private Placement, and Goldman Sachs, co-capital markets advisor to AMCI in connection with the Business Combination and co-placement agent for the Private Placement, may indicate that they may be unwilling to be associated with the disclosure in this proxy statement/prospectus or the underlying business analysis related to the transaction” contained in this proxy statement/prospectus for additional information.

In connection with the execution of the Merger Agreement, AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) and the holders of all of the shares of Class B common stock, par value $0.0001 per share, of AMCI (“Class B common stock” or “founder shares”), including certain AMCI directors and officers (all of the foregoing, the “AMCI Insiders”) entered into a support agreement (as amended, the “Sponsor Support Agreement”) with AMCI and LanzaTech, pursuant to which each AMCI Insider agreed, among other things, to: (i) vote all the AMCI Shares (defined below) held by such AMCI Insider (a) in favor of each of the condition precedent proposals (as defined below) and (b) against a business combination not relating to the Business Combination and any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Business Combination or any of the other transactions contemplated by the Merger Agreement, (y) to the knowledge of such AMCI

Insider, result in a material breach of any covenant, representation or warranty or other obligation or agreement of AMCI under the Merger Agreement or (z) result in a material breach of any covenant, representation or warranty or other obligation or agreement contained in the Sponsor Support Agreement; (ii) irrevocably waive any anti-dilution right or other protection with respect to the shares of Class B common stock that would result in the Class B common stock converting into Class A common stock at a ratio greater than one-for-one; and (iii) not to elect to redeem their respective shares of common stock of AMCI in connection with the Business Combination.

In addition, under the Sponsor Support Agreement, the AMCI Insiders agreed to forfeit, on a pro rata basis, up to one third of the aggregate number of shares of Class A common stock into which the Class B common stock otherwise would automatically convert in connection with the Business Combination (such third portion, the “at-risk founder shares”), in the event that more than 50% of the issued and outstanding shares of Class A common stock immediately prior to the Effective Time are the subject of redemptions (that are not withdrawn) in connection with the Business Combination (with the percentage of redeemed shares above 50% being referred to as the “excess redemption percentage”). The number of at-risk founder shares to be so forfeited will be equal to the excess redemption percentage multiplied by two. However, the AMCI Insiders are permitted to enter into agreements with public stockholders whereby such public stockholders agree not to redeem their shares of Class A common stock in connection with the Business Combination. As an incentive for such agreement not to redeem, the AMCI Insiders may offer to transfer, at the closing of the Business Combination, some of their founder shares to such public stockholders. Pursuant to the Sponsor Support Agreement, the number of forfeited at-risk founder shares will be reduced by the number of such founder shares subject to transfer to AMCI public stockholders, but such reduction will be limited to 1,250,000 founder shares. For example, if 60% of the shares of Class A common stock are redeemed in connection with the Business Combination, there would be a 10% excess redemption percentage, meaning that 20% of the at-risk founder shares would be potentially forfeited, and such 20% will be reduced by the number of founder shares subject to transfer to the public stockholders (but by no more than 1,250,000 shares, even if more than 1,250,000 shares are subject to transfer to the public stockholders). The AMCI Insiders currently own 20% of the voting power of AMCI.

AMCI, the Sponsor and the AMCI Insiders also agreed to enter into a registration rights agreement at the Closing, which will provide that the lock-up period applicable to the 3,750,000 shares of Class B common stock held by the AMCI Insiders will end on the earlier of (i) the date that is one year following the Closing Date, (ii) the date on which AMCI consummates a liquidation, merger, capital stock exchange or other similar transaction after the Closing that results in all of AMCI’s stockholders having the right to exchange their common stock for cash, securities or other property, (iii) the valid termination of the Sponsor Support Agreement, and (iv) the date on which the volume weighted average closing sale price of the shares of New LanzaTech Common Stock is equal to or greater than $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date.

In connection with the execution of the Merger Agreement, AMCI entered into a support agreement with certain holders of shares of LanzaTech capital stock, pursuant to which, among other things, such holders agreed to vote in favor of the adoption of the Merger Agreement, and any other matters necessary or reasonably requested by AMCI or LanzaTech for consummation of the Business Combination.

Immediately prior to the Effective Time of the Business Combination, each of the currently issued and outstanding shares of Class B common stock will automatically convert, on a one-for-one basis, into shares of Class A common stock in accordance with the terms of the Current Charter (as defined below). Thereafter, in connection with the Closing, each of the then issued and outstanding shares of Class A common stock will be reclassified as shares of New LanzaTech Common Stock in accordance with the terms of the proposed second amended and restated certificate of incorporation of AMCI (the “Proposed Charter”).

Assuming there are no redemptions of Class A common stock, and assuming (a) no election by BGTF LT Aggregator LP, an affiliate of Brookfield Renewable Power Inc. (‘‘Brookfield’’) to convert any portion of the Brookfield SAFE into shares of New LanzaTech Common Stock, (b) no election by ArcelorMittal to exercise any portion of the AM SAFE Warrant for shares of New LanzaTech Common Stock, and (c) no election by the holders of the VLL Warrants (defined below) to exercise any portion of such warrants for shares of New LanzaTech Common Stock, following the Closing: (i) holders of shares of LanzaTech capital stock (the “LanzaTech stockholders”) are expected to hold, in the aggregate, 164,167,259 shares of New LanzaTech Common Stock, or 81.6% of the issued and outstanding shares of New LanzaTech Common Stock, (ii) the holders of the shares of Class A common stock sold in AMCI’s initial public offering (the “public stockholders”) are expected to hold 15,000,000 shares of New LanzaTech Common Stock, or 7.5% of the issued and outstanding shares of New LanzaTech Common Stock, (iii) the AMCI Insiders are expected to hold 3,750,000 shares of New LanzaTech Common Stock, or 1.9% of the issued and outstanding shares of New LanzaTech Common Stock, and (iv) the PIPE Investors are expected to hold 18,000,000 shares of New LanzaTech Common Stock, or 9.0% of the issued and outstanding shares of New LanzaTech Common Stock.

If there are redemptions of 13,325,224 shares of Class A common stock representing approximately 88.8% of AMCI’s currently outstanding Class A common stock, which is the maximum level that would permit completion of the Business Combination consistent with satisfying the Minimum Closing Cash Condition (as defined herein), following the Closing (assuming no conversion of any portion of the Brookfield SAFE into, and no exercise of any portion of the AM SAFE Warrant or the VLL Warrants for, shares of New LanzaTech Common Stock): (i) the LanzaTech stockholders are expected to hold, in the aggregate, 164,167,259 shares of New LanzaTech Common Stock, or 88.0% of the issued and outstanding shares of New LanzaTech Common Stock, (ii) the public stockholders are expected to hold 1,674,776 shares of New LanzaTech Common Stock, or 0.9% of the issued and outstanding shares of New LanzaTech Common Stock, (iii) the AMCI Insiders are expected to hold 2,779,130 shares of New LanzaTech Common Stock, or 1.5% of the issued and outstanding shares of New LanzaTech Common Stock, and (iv) the PIPE Investors are expected to hold 18,000,000 shares of New LanzaTech Common Stock, or 9.6% of the issued and outstanding shares of New LanzaTech Common Stock.

AMCI’s units, Class A common stock and public warrants are publicly traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “AMCIU,” “AMCI” and “AMCIW,” respectively. AMCI intends to apply to list the New LanzaTech Common

Stock and public warrants on Nasdaq under the symbols “LNZA” and “LNZAW,” respectively, upon the Closing. In connection with the Closing, each of AMCI’s outstanding units will separate into the underlying shares of Class A common stock and public warrants and so New LanzaTech will not have units traded following the Closing.

AMCI will hold a special meeting of stockholders (the “Special Meeting”) to consider matters relating to the Business Combination. AMCI cannot complete the Business Combination unless AMCI’s stockholders consent to the approval of the Merger Agreement and the transactions contemplated thereby. AMCI is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.

The Special Meeting of the stockholders of AMCI will be held virtually at                 , New York City time, on                 , 2023 at https://​                 . AMCI has determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend the virtual Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit questions during the Special Meeting by visiting https://​                 and using a control number assigned to you by Continental Stock Transfer & Trust Company. To register and receive access to the virtual Special Meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

This proxy statement/prospectus provides you with detailed information about the Business Combination. It also contains or references information about AMCI, LanzaTech and New LanzaTech and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the section entitled “Risk Factors” on page 53 of this proxy statement/​prospectus for a discussion of the risks you should consider in evaluating the Business Combination and how it will affect you.

If you have any questions or need assistance voting your common stock, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing AMCI.info@investor.morrowsodali.com. This notice of Special Meeting is and the proxy statement/prospectus relating to the Business Combination will be available at https://                 .

Neither the SEC nor any state securities commission has approved or disapproved of the Business Combination or the other transactions contemplated thereby, as described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

 

AMCI ACQUISITION CORP. II
600 Steamboat Road
Greenwich, Connecticut 06830

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON                 , 2023

TO THE STOCKHOLDERS OF AMCI ACQUISITION CORP. II:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of the stockholders of AMCI Acquisition Corp. II, a Delaware corporation (“AMCI,” “we,” “us” or “our”), will be held virtually at           , New York City time, on                 , 2023 at https://​                 . You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

(a)

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to adopt the agreement and plan of merger, dated as of March 8, 2022 (as amended on December 7, 2022, and as may be further amended and/or restated from time to time, the “Merger Agreement”), by and among AMCI, AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of AMCI (“Merger Sub”), and LanzaTech NZ, Inc., a Delaware corporation (“LanzaTech”); and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into LanzaTech with LanzaTech surviving the merger as a wholly owned subsidiary of AMCI (the transactions contemplated by the Merger Agreement, the “Business Combination” and such proposal, the “Business Combination Proposal”);

​

(b)

Proposal No. 2 — The Charter Proposals — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the following (which we refer to, collectively, as the “Charter Proposals”):

​

(i)

the proposed second amended and restated certificate of incorporation of AMCI (the “Proposed Charter”), which will replace AMCI’s amended and restated certificate of incorporation, dated August 3, 2021 (the “Current Charter”) and will be in effect upon the consummation of the Business Combination (which we refer to as the “Charter Approval Proposal”);

​

(ii)

the reclassification of AMCI’s Class A common stock, par value $0.0001 per share (“Class A common stock”), and AMCI’s Class B common stock, par value $0.0001 per share (“Class B common stock”) into a single class of common stock, par value $0.0001 per share, of the combined company (“New LanzaTech Common Stock”) (which we refer to as “Charter Proposal A”); and

​

​

(iii)

the increase in the number of authorized shares of New LanzaTech Common Stock from 300,000,000 shares to 400,000,000 shares and the increase in the number of authorized shares of preferred stock from 1,000,000 shares to 20,000,000 shares (which we refer to as “Charter Proposal B”);

​

(c)

Proposal No. 3 — The Advisory Charter Proposals — to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the SEC as five separate sub-proposals (we refer to such proposals as the “Advisory Charter Proposals”);

​

(i)

to provide that New LanzaTech will have authorized capital stock of 420,000,000 shares, consisting of 400,000,000 shares of New LanzaTech Common Stock and 20,000,000 shares of preferred stock, par value $0.0001 per share, as opposed to AMCI having authorized capital stock of 301,000,000 shares, consisting of 280,000,000 shares of Class A common stock, 20,000,000 shares of Class B common stock and 1,000,000 shares of preferred stock (we refer to such proposal as “Advisory Charter Proposal A”);

​

(ii)

to provide that directors of New LanzaTech may be removed from office only for cause and only with the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of stock of New LanzaTech (we refer to this proposal as “Advisory Charter Proposal B”);

​

 

 

(iii)

to change the stockholder vote required to amend certain provisions of the Proposed Charter (we refer to this proposal as “Advisory Charter Proposal C”);

​

(iv)

to prohibit all stockholders from acting by written consent by specifying that any action required or permitted to be taken by stockholders must be effected by a duly called annual or special meeting and may not be effected by written consent (we refer to such proposal as “Advisory Charter Proposal D”); and

​

(v)

to provide for certain additional changes, including, among other things, (i) changing the post-Business Combination company’s corporate name from “AMCI Acquisition Corp. II” to “LanzaTech Global, Inc.” and making the company’s corporate existence perpetual and (ii) removing certain provisions related to our status as a blank check company that will no longer apply upon consummation of the Business Combination, all of which our board of directors believes are necessary to adequately address the needs of the post-business combination Company (we refer to such proposal as “Advisory Charter Proposal E”);

​

(d)

Proposal No. 4 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal and the Charter Proposals are approved and adopted, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of (x) shares of New LanzaTech Common Stock pursuant to the terms of the Merger Agreement and (y) shares of Class A common stock to certain institutional investors (the “PIPE Investors”) in connection with the Private Placement (as defined below), plus any additional shares pursuant to subscription agreements or other agreements we may enter into prior to Closing (we refer to this proposal as the “Stock Issuance Proposal”);

​

(e)

Proposal No. 5 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposals and the Stock Issuance Proposal are approved and adopted, the LanzaTech 2023 Long-Term Incentive Plan (the “Incentive Plan”), a copy of which is attached to this proxy statement/prospectus as Annex D, including the authorization of the initial share reserve, the aggregate number of shares issuable pursuant to incentive stock options (“ISOs”) within the meaning of section 422 of the Internal Revenue Code of 1986, as amended, and the class(es) of employees eligible for ISOs under the Incentive Plan (we refer to such proposals as the “Incentive Plan Proposal”);

​

​

(f)

Proposal No. 6 — The Director Election Proposal — a proposal to elect, assuming the Business Combination Proposal, the Charter Proposals, the Stock Issuance Proposal and the Incentive Plan Proposal are all approved and adopted, seven directors to the New LanzaTech board of directors (the “Director Election Proposal”)

​

(g)

Proposal No. 7 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, the Charter Proposals, the Stock Issuance Proposal, the Incentive Plan Proposal and the Director Election Proposal (together the “condition precedent proposals”) would not be duly approved and adopted by our stockholders or we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal”).

​

Only holders of record of shares of AMCI’s Class A common stock and Class B common stock (collectively, “AMCI Shares”) at the close of business on December 28, 2022, the record date for the Special Meeting, are entitled to notice of and to vote and have their votes counted at the Special Meeting and any further adjournments or postponements of the Special Meeting.

We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read, when available, the proxy statement/prospectus (and any documents incorporated into the proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”

 

 

After careful consideration, AMCI’s board of directors has determined that each of the Business Combination Proposal, the Charter Proposals, the Advisory Charter Proposals, the Stock Issuance Proposal, the Incentive Plan Proposal, the election of each director nominee and the Adjournment Proposal are fair to and in the best interests of AMCI and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals and each director nominee.

The existence of financial and personal interests of AMCI’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of AMCI and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of AMCI’s Directors and Officers in the Business Combination” in the proxy statement/​prospectus for a further discussion.

Under the Merger Agreement, the approval of the condition precedent proposals presented at the Special Meeting is a condition to the consummation of the Business Combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. If our stockholders do not approve each of the condition precedent proposals, the Business Combination may not be consummated. The Adjournment Proposal and the Advisory Charter Proposals are not conditioned on the approval of any other proposal.

In connection with the execution of the Merger Agreement, AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) and all of the holders of founder shares (as defined below), including certain of AMCI’s directors and officers (all of the foregoing, the “AMCI Insiders”) entered into a support agreement (as amended on December 7, 2022, the “Sponsor Support Agreement”) with AMCI and LanzaTech, pursuant to which each AMCI Insider agreed, among other things, to: (i) vote all the AMCI Shares held by such AMCI Insider, which includes all founder shares (a) in favor of each of the condition precedent proposals and (b) against a business combination not relating to the Business Combination and any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect the Business Combination or any of the other transactions contemplated by the Merger Agreement, (y) to the knowledge of such AMCI Insider, result in a material breach of any covenant, representation or warranty or other obligation or agreement of AMCI under the Merger Agreement or (z) result in a material breach of any covenant, representation or warranty or other obligation or agreement contained in the Sponsor Support Agreement; (ii) irrevocably waive any anti-dilution right or other protection with respect to the shares of Class B common stock that would result in the Class B common stock converting into Class A common stock at a ratio greater than one-for-one; and (iii) not to elect to redeem their respective shares of common stock of AMCI in connection with the Business Combination.

In addition, under the Sponsor Support Agreement, the AMCI Insiders agreed to forfeit, on a pro rata basis, up to one third of the aggregate number of shares of Class A common stock into which the Class B common stock otherwise would automatically convert in connection with the Business Combination (such third portion, the “at-risk founder shares”), in the event that more than 50% of the issued and outstanding shares of Class A common stock immediately prior to the Effective Time are the subject of redemptions (that are not withdrawn) in connection with the Business Combination (with the percentage of redeemed shares above 50% being referred to as the “excess redemption percentage”). The number of at-risk founder shares to be so forfeited will be equal to the excess redemption percentage multiplied by two. However, the AMCI Insiders are permitted to enter into agreements with public stockholders whereby such public stockholders agree not to redeem their shares of Class A common stock in connection with the Business Combination. As an incentive for such agreement not to redeem, the AMCI Insiders may offer to transfer, at the closing of the Business Combination, some of their founder shares to such public stockholders. Pursuant to the Sponsor Support Agreement, the number of forfeited at-risk founder shares will be reduced by the number of such founder shares subject to transfer to AMCI public stockholders, but such reduction will be limited to 1,250,000 founder shares. For example, if 60% of the shares of Class A common stock are redeemed in connection with the Business Combination, there would be a 10% excess redemption percentage, meaning that 20% of the at-risk founder shares would be potentially forfeited, and such 20% will be reduced by the number of founder shares subject to transfer to the public stockholders (but by no more than 1,250,000 shares, even if more than 1,250,000 shares are subject to transfer to the public stockholders).

 

 

In connection with the execution of the Merger Agreement, AMCI entered into a support agreement with certain holders of shares of LanzaTech capital stock, pursuant to which, among other things, such holders agreed to vote in favor of the adoption of the Merger Agreement, and any other matters necessary or reasonably requested by AMCI or LanzaTech for consummation of the Business Combination.

Pursuant to the Current Charter, a holder of shares of Class A common stock included in the units issued in AMCI’s initial public offering (such shares, “public shares” and such holder, a “public stockholder”) may request that AMCI redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a public stockholder, and assuming the Business Combination is consummated, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)

(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

​

(ii)

prior to           , New York City time, on                 , 2023 (two business days prior to the scheduled date of the Special Meeting), (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, AMCI’s transfer agent (the “transfer agent”), that AMCI redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through Depository Trust Company (“DTC”).

​

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If the Business Combination is consummated and a public stockholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account established in connection with our initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (which interest will be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares. For illustrative purposes, as of September 30, 2022, this would have amounted to approximately $10.06 per public share. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and thereafter, with our consent, until the consummation of the Business Combination. If a holder of a public share delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that AMCI instruct the transfer agent to return the shares (physically or electronically). The holder can make such request by contacting the transfer agent at the address or email address listed in this proxy statement/prospectus. See “The Special Meeting — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Furthermore, AMCI entered into subscription agreements with the PIPE Investors, pursuant to which the PIPE Investors have agreed to purchase, immediately prior to the consummation of the Business

 

 

Combination, an aggregate of 18,000,000 shares of Class A common stock at a purchase price of $10.00 per share (the “Private Placement”), for aggregate proceeds of $180,000,000. The Private Placement includes 3,000,000 shares of Class A common stock to be issued to ArcelorMittal pursuant to the AM SAFE Note with LanzaTech, as a result of which such PIPE Investor will also enter into a subscription agreement prior to the Closing. In connection with the consummation of the Business Combination, all of the issued and outstanding shares of Class A common stock, including the shares of Class A common stock issued to the PIPE Investors, will become shares of New LanzaTech Common Stock.

AMCI stockholders should be aware that each of Goldman Sachs & Co. LLC (“Goldman Sachs”), Evercore Group, L.L.C. (“Evercore”) and Barclays Capital Inc. (“Barclays”) (collectively, the “Advisors”) have resigned from, and have ceased and refused to act in, every capacity and relationship with respect to each of AMCI and LanzaTech in which they were described in this proxy statement/prospectus or otherwise in connection with the Business Combination and have waived their fees and reimbursements associated with such relationships. In addition, Evercore has resigned as underwriter pursuant to Section 11(b)(1) of the Securities Act and waived its deferred underwriting fees and other advisory fees, and the Advisors have also disclaimed responsibility for any part of this proxy statement/prospectus. AMCI stockholders should be aware that the resignation of the Advisors may be an indication that they do not want to be associated with the disclosure in this proxy statement/prospectus or the transactions contemplated hereby, and AMCI stockholders should not place any reliance on the participation of the Advisors prior to such resignation in the transactions contemplated in this proxy statement/prospectus. See the section entitled “The Business Combination Proposal — Resignations and Fee Waivers of the Advisors” and the risk factors entitled “Evercore was to be compensated in part on a deferred basis for already-rendered services in connection with AMCI’s IPO and for advisory services provided to AMCI in connection with the Business Combination, Barclays, LanzaTech’s M&A financial and capital markets advisor, was to be compensated for advisory services provided to LanzaTech in connection with the Business Combination, and all of the Advisors, as co-placement agents in the Private Placement, were to be compensated for placement agent services yet to be provided to AMCI in connection with the Business Combination. However, each of the Advisors gratuitously and without any consideration from AMCI and LanzaTech waived such compensation and disclaimed any responsibility for this proxy statement/prospectus” and “The resignation of Barclays, M&A financial and capital markets advisor to LanzaTech and co-placement agent for the Private Placement, Evercore, underwriter to AMCI in its IPO, its financial advisor and co-capital markets advisor in connection with the Business Combination and co-placement agent for the Private Placement, and Goldman Sachs, co-capital markets advisor to AMCI in connection with the Business Combination and co-placement agent for the Private Placement, may indicate that they may be unwilling to be associated with the disclosure in this proxy statement/prospectus or the underlying business analysis related to the transaction” contained in this proxy statement/prospectus for additional information.

All AMCI stockholders are cordially invited to attend the Special Meeting, which will be held in virtual format. You will not be able to physically attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a stockholder of record holding AMCI Shares, you may also cast your vote at the Special Meeting electronically by visiting https://​                 . If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote electronically, obtain a proxy from your broker or bank. Approval of the Charter Proposals requires the affirmative vote of (i) the holders of at least a majority of the issued and outstanding AMCI Shares voting together as a single class, (ii) solely with respect to the increase in the number of authorized shares of common stock, the holders of at least a majority of the issued and outstanding shares of Class A common stock voting separately and (iii) solely with respect to the reclassification of the shares of Class B common stock into shares of New LanzaTech Common Stock, the holders of at least a majority of the issued and outstanding shares of Class B common stock voting separately. Accordingly, if you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as a vote “AGAINST” the Charter Proposals. Because approval of the other proposals only requires a majority of the votes cast, other than the Director Election Proposal, which requires a plurality of the votes cast, assuming a quorum is established at the Special Meeting, if you do not vote or do not instruct your broker or bank how to vote, it will have no effect on these other proposals because such action would not count as a vote cast at the Special Meeting.

 

 

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement/​prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you have any questions or need assistance voting your common stock, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing AMCI.info@investor.morrowsodali.com. This notice of Special Meeting is and the proxy statement/prospectus relating to the Business Combination will be available at https://                 .

Thank you for your participation. We look forward to your continued support.

                 , 2022

By Order of the Board of Directors,

Hans Mende

Non-Executive Chairman

IF YOU RETURN YOUR SIGNED, DATED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS AND FOR EACH DIRECTOR NOMINEE.

ALL PUBLIC STOCKHOLDERS HAVE THE RIGHT TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. PUBLIC STOCKHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL, TO VOTE ON THE BUSINESS COMBINATION PROPOSAL AT ALL, OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH. THIS MEANS THAT ANY PUBLIC STOCKHOLDER HOLDING PUBLIC SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD SHARES OF CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES OF CLASS A COMMON STOCK AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (III) DELIVER YOUR SHARES OF CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/​PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

 

 

ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form S-4 filed with the SEC by AMCI, constitutes a prospectus of AMCI under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of New LanzaTech Common Stock to be issued to LanzaTech stockholders under the Merger Agreement. This document also constitutes a proxy statement of AMCI under Section 14(a) of the Exchange Act.

No one has been authorized to provide you with information that is different from that contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to AMCI Stockholders (as defined herein) nor the issuance by AMCI of shares of Class A common stock in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding AMCI has been provided by AMCI and information contained in this proxy statement/prospectus regarding LanzaTech has been provided by LanzaTech.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

 

 

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains information concerning the market and industry in which LanzaTech conducts its business. This proxy statement/prospectus includes market and industry data and forecasts that LanzaTech has derived from publicly available information, various industry publications, other published industry sources and internal data and estimates. Industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable. Internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which LanzaTech operates and LanzaTech’s and our management’s understanding of industry conditions. Although we believe that such information is reliable, we have not had this information verified by any independent sources. Any estimates underlying such market-derived information and other factors could cause actual results to differ materially from those expressed in the independent parties’ estimates and in our estimates.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to LanzaTech or to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

 

 

 

ii

 

 

CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our” and “AMCI” refer to AMCI Acquisition Corp. II, and the terms “New LanzaTech,” “combined company” and “post-combination company” refer to New LanzaTech (f/k/a AMCI Acquisition Corp. II as of immediately following the consummation of the Business Combination) and its subsidiaries following the consummation of the Business Combination.

In this document:

“Additional PIPE Investment” means the issuance of an aggregate of 5,500,000 shares of Class A common stock pursuant to the Additional Subscription Agreements to certain PIPE Investors immediately before the Closing, at a purchase price of $10.00 per share.

“Additional Subscription Agreements” means the subscription agreements, each dated October 18, 2022, and amended on December 7, 2022, between AMCI and certain PIPE Investors, pursuant to which AMCI has agreed to issue an aggregate of 5,500,000 shares of Class A common stock to such PIPE Investors immediately before the Closing at a purchase price of $10.00 per share, the form of which is attached to this proxy statement/prospectus as Annex G (as amended as set forth in Annex K).

“Advisors” means Barclays, Evercore and Goldman Sachs.

“AM SAFE Note” means that certain SAFE (Simple Agreement for Future Equity) issued by LanzaTech to ArcelorMittal and dated December 8, 2021.

“AM SAFE Warrant” means that certain SAFE warrant issued by LanzaTech to ArcelorMittal on December 8, 2021.

“AMCI” means AMCI Acquisition Corporation II, a Delaware corporation (which, after the Closing, will be known as LanzaTech Global, Inc.).

“AMCI Board” means the board of directors of AMCI.

“AMCI Insiders” means, collectively, the Sponsor and all of the holders of founder shares, which holders are AMCI Group, LLC Series 35, Nimesh Patel, Brian Beem, Patrick Murphy, Walker Woodson, Kate Burson, Adrian Paterson, Mark Pinho, Jill Watz, Morgan Holmes and Henry Copses.

“AMCI Shares” means, collectively, the shares of Class A common stock and Class B common stock.

“AMCI Stockholders” means the holders of AMCI Shares.

“at-risk founder shares” means one-third of the aggregate founder shares, which the AMCI Insiders have agreed to forfeit under the Sponsor Support Agreement.

“Barclays” means Barclays Capital Inc.

‘‘Brookfield SAFE’’ means that certain Simple Agreement for Future Equity, dated as of October 2, 2022 by and between Lanzatech and Brookfield.

“Business Combination” means the transactions contemplated by the Merger Agreement, including the Merger, pursuant to which (i) LanzaTech survives the Merger as a wholly owned subsidiary of AMCI, (ii) AMCI will be renamed as “LanzaTech Global, Inc.,” ​(iii) the LanzaTech stockholders and holders of LanzaTech warrants exchange their LanzaTech capital stock and LanzaTech warrants for equity interests in AMCI as further described herein, and (iv) the holders of LanzaTech options and LanzaTech RSAs exchange their LanzaTech options and LanzaTech RSAs for New LanzaTech options and New LanzaTech RSAs as further described herein.

“Charter Approval Proposal” means the proposal to approve, assuming the Business Combination Proposal is approved and adopted, the Proposed Charter, which will replace the Current Charter and will be in effect upon the Closing.

 

2

 

“Charter Proposal A” means the proposal to approve, assuming the Business Combination Proposal is approved and adopted, the reclassification of the Class A common stock and the Class B common stock into a single class of New LanzaTech Common Stock.

“Charter Proposal B” means the proposal to approve, assuming the Business Combination Proposal is approved and adopted, the increase in the number of authorized shares of New LanzaTech Common Stock from 300,000,000 shares to 400,000,000 shares and the increase in the number of authorized shares of preferred stock from 1,000,000 shares to 20,000,000 shares.

“China” or the “PRC” means the People’s Republic of China, excluding, solely for the purpose of this prospectus, Taiwan and the special administrative regions of Hong Kong and Macau.

“Class A common stock” means the Class A common stock, par value $0.0001 per share, of AMCI.

“Class B common stock” means the Class B common stock, par value $0.0001 per share, of AMCI.

“Closing” means the closing of the Business Combination.

“Closing Date” means the closing date of the Business Combination.

“Code” means the Internal Revenue Code of 1986, as amended.

“Current Charter” means AMCI’s amended and restated certificate of incorporation.

“DGCL” means the General Corporation Law of the State of Delaware.

“DTC” means The Depository Trust Company.

“Effective Time” means the time at which the Business Combination becomes effective.

“Equity Value” means $1,817,000,000, the value of the aggregate consideration that AMCI agreed to deliver for acquiring all of the outstanding equity interests of LanzaTech pursuant to the Merger Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Evercore” means Evercore Group L.L.C.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means a number equal to the quotient of: (i) the difference of (a) the Equity Value minus (b) the LanzaTech Dividend Amount, divided by (ii) $10.00, divided by (iii) the number of LanzaTech common shares outstanding as of immediately prior to the Effective Time, determined on a fully diluted basis (excluding shares issuable under the AM SAFE Warrant, the AM SAFE Note and the Brookfield SAFE) after giving effect to the LanzaTech Share Conversion and assuming the exercise in full of all LanzaTech warrants, LanzaTech options and vesting in full of all LanzaTech RSAs.

“founder shares” means the aggregate of 3,750,000 shares of Class B common stock held by the AMCI Insiders.

“GAAP” means accounting principles generally accepted in the United States of America.

“Goldman Sachs” means Goldman Sachs & Co. LLC.

“Group Companies” means LanzaTech and all of its direct and indirect subsidiaries.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Initial PIPE Investment” means the issuance of an aggregate of 12,500,000 shares of Class A common stock pursuant to the Initial Subscription Agreements to certain PIPE Investors immediately before the Closing, at a purchase price of $10.00 per share.

“Initial Subscription Agreements” means the subscription agreements, each dated as of March 8, 2022, and amended on December 7, 2022 between AMCI and certain PIPE Investors, pursuant to which AMCI has agreed to issue an aggregate of 12,500,000 shares of Class A common stock to such PIPE Investors

 

3

 

immediately before the Closing at a purchase price of $10.00 per share, the form of which is attached to this proxy statement/prospectus as Annex C (as amended as set forth in Annex J).

“Investment Company Act” means the Investment Company Act of 1940.

“IPO” means AMCI’s initial public offering, consummated on August 6, 2021, through the sale of 15,000,000 units at $10.00 per unit.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“LanzaTech” means LanzaTech NZ, Inc., a Delaware corporation.

“LanzaTech common share” means an issued and outstanding share of common stock of LanzaTech.

“LanzaTech Dividend Amount” means the aggregate amount of all accrued and all declared and unpaid dividends on each LanzaTech preferred share that will become payable as a result of the LanzaTech Share Conversion.

“LanzaTech preferred share” means an issued and oustanding share of preferred stock of LanzaTech.

“LanzaTech Requisite Approval” means votes from (i) a majority of the LanzaTech shares for the adoption of the Merger Agreement, (ii) (a) 66 and 2/3% of the LanzaTech preferred shares and (b) a majority of the LanzaTech Series E preferred shares and LanzaTech Series E-1 preferred shares, voting together as a single class, for the approval of the LanzaTech Share Conversion, and (iii) (a) 66 and 2/3% of the LanzaTech preferred shares, (b) a majority of the LanzaTech Series A preferred shares, (c) 75% of the LanzaTech Series B preferred shares, (d) 66 and 2/3% of the LanzaTech Series C preferred shares, (e) 66 and 2/3% of the LanzaTech Series D preferred shares, (f) a majority of the LanzaTech Series E preferred shares and LanzaTech Series E-1 preferred shares, voting together as a single class, and (g) a majority of the LanzaTech Series F preferred shares, for the approval of the receipt of the consideration by the LanzaTech stockholders in the form of New LanzaTech Common Stock in connection with the Business Combination and in the manner provided in the Merger Agreement.

“LanzaTech stockholder” means each holder of shares of LanzaTech capital stock.

“LanzaTech Share Conversion” means the automatic conversion, to occur immediately prior to the Business Combination, of all issued and outstanding shares of preferred stock of LanzaTech into shares of common stock of LanzaTech based on the applicable conversion ratio under LanzaTech’s certificate of incorporation at such time.

“LanzaTech Stockholder Support Agreement” means the support agreement entered by certain holders of shares of LanzaTech capital stock pursuant to which, among other things, such holders agreed to vote in favor of the adoption of the Merger Agreement, and any other matters necessary or reasonably requested by AMCI or LanzaTech for consummation of the Business Combination.

“Merger” means the merger of Merger Sub with and into LanzaTech, pursuant to which LanzaTech will survive the merger as a wholly owned subsidiary of AMCI.

“Merger Agreement” means that Agreement and Plan of Merger, dated as of March 8, 2022, by and among AMCI, Merger Sub and LanzaTech.

“Merger Sub” means AMCI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of AMCI.

“Minimum Closing Cash Condition” means the condition to Closing provided in the Merger Agreement, requiring AMCI to have an aggregate cash amount of at least $230,000,000 at the Closing, consisting of cash held in the Trust Account after taking into account the exercise by the public stockholders of their right to redeem their public shares in accordance with AMCI’s governing documents, if any, cash received from PIPE Investors (including net proceeds under the AM SAFE Note to LanzaTech) and the net proceeds from the Brookfield SAFE to LanzaTech, net of transaction expenses of AMCI and LanzaTech.

“Morrow” means Morrow Sodali, proxy solicitor to AMCI.

 

4

 

“New LanzaTech” means the Delaware corporation which, prior to consummation of the Business Combination, was known as AMCI Acquisition Corp. II (“AMCI” herein), and renamed LanzaTech Global, Inc.

“New LanzaTech Board” means the board of directors of New LanzaTech.

“New LanzaTech Common Stock” means the shares of common stock, par value $0.0001 per share, of New LanzaTech.

“Nasdaq” means The Nasdaq Stock Market LLC.

“PIPE Investors” means certain institutional and accredited investors that are party to the Subscription Agreements.

“Private Placement” means the issuance of an aggregate of 18,000,000 shares of Class A common stock pursuant to the Subscription Agreements to the PIPE Investors immediately before the Closing, at a purchase price of $10.00 per share.

“private placement warrants” means the 3,500,000 warrants issued to the Sponsor concurrently with AMCI’s IPO, each of which is exercisable for one share of Class A common stock.

“Proposed Charter” means the proposed second amended and restated certificate of incorporation to be adopted by AMCI pursuant to the Charter Approval Proposal immediately prior to the Closing (and which at and after the Closing will operate as the second amended and restated certificate of incorporation of New LanzaTech), a copy of which is attached as Annex B to this proxy statement/prospectus.

“public shares” means shares of Class A common stock included in the units issued in the IPO.

“public stockholders” means holders of public shares.

“public warrants” means the warrants included in the units issued in the IPO, each of which is exercisable for one share of Class A common stock, in accordance with its terms.

“Sponsor” means AMCI Sponsor II LLC, a Delaware limited liability company.

“Subscription Agreements” means the Initial Subscription Agreements and the Additional Subscription Agreements.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Trust Account” means the Trust Account of AMCI that holds the proceeds from AMCI’s IPO and the private placement of the private placement warrants.

“Trustee” means Continental Stock Transfer & Trust Company.

“units” means the units of AMCI, each consisting of one share of Class A common stock and one-half of one public warrant of AMCI.

“VLL Warrants” means those certain warrants to purchase up to an aggregate of 225,223 shares of LanzaTech common stock granted by LanzaTech to Venture Lending and Leasing VI, Inc. in September 2012, and to Venture Lending and Leasing VII, Inc. and Venture Lending and Leasing VIII, Inc. in November 2016.

 

5

 

 

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of AMCI and LanzaTech prior to the Business Combination, and New LanzaTech following the Business Combination. New risk factors 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 the businesses of AMCI and LanzaTech prior to the Business Combination, and New LanzaTech following the Business Combination, 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 or 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 New LanzaTech 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.

 

7

 

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the Business Combination and the Special Meeting. AMCI urges you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this proxy statement/prospectus.

Q:

Why am I receiving this proxy statement/prospectus?

​

A:

AMCI is proposing to consummate the Business Combination with LanzaTech. AMCI, Merger Sub and LanzaTech have entered into the Merger Agreement, the terms of which are described in this proxy statement/prospectus. A copy of the Merger Agreement is attached hereto as Annex A and Amendment No. 1 to the Merger Agreement is attached hereto as Annex H. AMCI urges its stockholders to read the Merger Agreement in its entirety.

​

The Merger Agreement must be adopted by the AMCI Stockholders in accordance with the DGCL and the Current Charter. AMCI is holding a Special Meeting to obtain that approval. AMCI Stockholders will also be asked to vote on certain other matters described in this proxy statement/​prospectus at the Special Meeting and to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to adopt the Merger Agreement and thereby approve the Business Combination.

THE VOTE OF AMCI STOCKHOLDERS IS IMPORTANT. AMCI STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.

Q:

Why is AMCI proposing the Business Combination?

​

A:

AMCI was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses.

​

Based on its due diligence investigations of LanzaTech and the industries in which LanzaTech operates, including the financial and other information provided by LanzaTech in the course of AMCI’s due diligence investigations, the AMCI Board believes that the Business Combination with LanzaTech is in the best interests of AMCI and its stockholders and presents an opportunity to increase stockholder value. However, there can be no assurances of this.

Although the AMCI Board believes that the Business Combination with LanzaTech presents a unique business combination opportunity and is in the best interests of AMCI and its stockholders, the AMCI Board did consider certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal — AMCI Board Reasons for the Approval of the Business Combination” for a discussion of the factors considered by the AMCI Board in making its decision.

Q:

What is LanzaTech?

​

A:

LanzaTech NZ, Inc. is a nature-based carbon refining company that transforms waste carbon into materials such as sustainable fuels, fabrics, and packaging that people use in their daily lives. LanzaTech’s economically viable and scalable technology is designed to enable emitters to reduce their environmental impact and potentially to replace materials made from virgin fossil resources with recycled carbon, supporting their climate goals, meeting mandated targets, and creating a more sustainable future. Using a variety of waste feedstocks, LanzaTech’s technology platform is designed to capitalize on the demand for, and many potential uses of, sustainable fuels and chemicals to address the growing preference among major companies for environmentally conscious products and manufacturing processes. For more information, see the section entitled “Information About New LanzaTech.”

​

 

8

 

Q:

What are the conditions to completion of the Business Combination?

​

A:

The Closing is subject to certain conditions, including, among others: (i) approval of the condition precedent proposals by the AMCI Stockholders, (ii) obtaining the LanzaTech Requisite Approval from LanzaTech stockholders, (iii) the expiration or termination of the waiting period (or any extension thereof) applicable to the transactions contemplated by the Merger Agreement and any ancillary agreements, in each case under the HSR Act, (iv) this registration statement having been declared effective under the Securities Act, and no stop order suspending its effectiveness having been issued by the SEC that remains in effect and no proceeding seeking such stop order having been initiated by the SEC that remains pending, (v) there being no government order or law enjoining, prohibiting or making illegal the consummation of the Business Combination or the transactions contemplated by the Merger Agreement, (vi) AMCI having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) after giving effect to any payments required to be made in connection with AMCI’s share redemptions and the PIPE Investment Amount (as defined herein), (vii) AMCI having at least $230,000,000 of cash at the Closing, consisting of cash held in the Trust Account after taking into account the exercise by the public stockholders of their right to redeem their public shares in accordance with AMCI’s governing documents, if any, cash received from PIPE Investors (including net proceeds under the AM SAFE Note to LanzaTech) and the net proceeds from the Brookfield SAFE to LanzaTech, net of transaction expenses of AMCI and LanzaTech and (viii) the listing of the shares of New LanzaTech Common Stock on the Nasdaq. Unless waived (to the extent such waiver is permissible), if any of these conditions are not satisfied, the Business Combination may not be consummated. See the risk factor entitled “The Merger Agreement includes a Minimum Closing Cash Condition as a condition to the consummation of the Business Combination, which may make it more difficult for AMCI to complete the Business Combination as contemplated.” as well as the section entitled “The Merger Agreement — Conditions to Closing” for more information.

​

Q:

When and where will the Special Meeting take place?

​

A:

The Special Meeting will be held virtually on                 , 2023, at                 New York City time.

​

The AMCI Board determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast. The AMCI Board believes that this is the right choice for AMCI and its stockholders at this time, as it permits stockholders to attend and participate in the Special Meeting while safeguarding the health and safety of AMCI Stockholders, directors and management team. You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://​                 . To participate in the virtual meeting, you will need a 12-digit control number assigned to you by Continental Stock Transfer & Trust Company. The meeting webcast will begin promptly at                 , New York City time. We encourage you to access the meeting prior to the start time and you should allow ample time for the check-in procedures. Because the Special Meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the Special Meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the Special Meeting. Beneficial stockholders should contact Continental Stock Transfer & Trust Company at least five business days prior to the meeting date in order to ensure access.

 

9

 

Q:

What matters will be considered at the Special Meeting?

​

A:

The AMCI Stockholders will be asked to consider and vote on the following proposals:

​

•

a proposal to adopt the Merger Agreement and approve the Business Combination (the “Business Combination Proposal”);

​

•

a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the Charter Proposals, including the Charter Approval Proposal, Charter Proposal A and Charter Proposal B (the “Charter Proposals”);

​

•

a proposal to approve, on a non-binding advisory basis and as required by applicable SEC guidance, certain material differences between the Current Charter and the Proposed Charter (the “Advisory Charter Proposals”);

​

•

to consider and vote upon a proposal to approve, assuming the Business Combination Proposal and the Charter Proposals are approved and adopted, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of (x) shares of New LanzaTech Common Stock pursuant to the terms of the Merger Agreement and (y) shares of Class A common stock to the PIPE Investors in connection with the Private Placement, plus any additional shares pursuant to subscription agreements or other agreements we may enter into prior to Closing (the “Stock Issuance Proposal”);

​

•

to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposals and the Stock Issuance Proposal are approved and adopted, the LanzaTech 2023 Long-Term Incentive Plan (the “Incentive Plan”), including the authorization of the initial share reserve, the aggregate number of shares issuable pursuant to ISOs within the meaning of Code section 422 and the class(es) of employees eligible for ISOs under the Incentive Plan (the “Incentive Plan Proposal”);

​

​

•

to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposals, the Stock Issuance Proposal and the Incentive Plan Proposal are approved and adopted, the election of seven directors to the New LanzaTech Board (the “Director Election Proposal”); and

​

•

to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the condition precedent proposals would not be duly approved and adopted by our stockholders or we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived (the “Adjournment Proposal”).

​

Q:

Is my vote important?

​

​

A:

Yes. The Business Combination cannot be completed unless the Merger Agreement is adopted by AMCI Stockholders holding a majority of the votes cast on such proposal and the other condition precedent proposals achieve the necessary votes outlined below. Only AMCI Stockholders as of the close of business on December 28, 2022, the record date for the Special Meeting, are entitled to vote at the Special Meeting. The AMCI Board unanimously recommends that such AMCI Stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposals, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” each director nominee and “FOR” the approval of the Adjournment Proposal.

​

Q:

If my shares are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?

​

A:

No. A “broker non-vote” occurs when a broker submits a proxy that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owners on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions. All of the proposals for consideration at the Special Meeting are considered “non-routine” matters under Nasdaq rules, and, therefore, brokers are not permitted to vote on any of the matters to be considered at the Special Meeting unless they have received instructions from the beneficial

​

 

10

 

owners. As a result, no “broker non-votes” are expected at the Special Meeting, and your public shares will not be voted on any matter unless you affirmatively instruct your broker, bank or nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:

What AMCI Stockholder vote is required for the approval of each proposal brought before the Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal?

​

A:

The Business Combination Proposal.   Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by AMCI Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote and abstentions will have no effect on the outcome of the proposal. The AMCI Insiders have agreed to vote their shares in favor of the Business Combination Proposal. The AMCI Insiders currently own 20% of our outstanding common stock. Because the Business Combination Proposal requires a majority of votes cast by AMCI Stockholders in order to be approved and because a quorum will exist at the Special Meeting if a majority of the outstanding AMCI Shares as of the record date are present, assuming that all of the shares held by the AMCI Insiders were to be voted, the Business Combination Proposal could be approved by the additional affirmative vote of holders representing as little as 6.25% of the remaining outstanding shares not held by AMCI Insiders.

​

The Charter Proposals.   Approval of the Charter Approval Proposal requires the affirmative vote of the holders of at least a majority of the issued and outstanding AMCI Shares voting together as a single class. Approval of Charter Proposal A requires the affirmative vote of the holders of at least a majority of the issued and outstanding shares of Class B common stock voting separately. Approval of Charter Proposal B requires the affirmative vote of the holders of at least a majority of the issued and outstanding shares of Class A common stock voting separately. The failure to vote and abstentions have the same effect as a vote “AGAINST” the proposal. The AMCI Insiders have agreed to vote their shares in favor of the Charter Proposals.

The Advisory Charter Proposals.   Approval of each of the Advisory Charter Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by AMCI Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote and abstentions have no effect on the outcome of the proposal. The AMCI Insiders have agreed to vote their shares in favor of the Advisory Charter Proposals.

The Stock Issuance Proposal.   Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by AMCI Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote and abstentions have no effect on the outcome of the proposal. The AMCI Insiders have agreed to vote their shares in favor of the Stock Issuance Proposal.

The Incentive Plan Proposal.   Approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by AMCI Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote and abstentions have no effect on the outcome of the proposal. The AMCI Insiders have agreed to vote their shares in favor of the Incentive Plan Proposal.

The Director Election Proposal.   If a quorum is present, directors are elected by a plurality of the votes cast, in person or by proxy. This means that the seven nominees who receive the most affirmative votes will be elected. Stockholders may not cumulate their votes with respect to the election of directors. Votes marked “FOR” a nominee will be counted in favor of that nominee. Proxies will have full discretion to cast votes for other persons in the event that any nominee is unable to serve. If a valid quorum is otherwise established, the failure to vote and abstentions will have no effect on the votes for the director nominees. The AMCI Insiders have agreed to vote their shares in favor of the director nominees.

 

11

 

The Adjournment Proposal.   Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by AMCI Stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote and abstentions have no effect on the outcome of the proposal. The AMCI Insiders have agreed to vote their shares in favor of the Adjournment Proposal.

Q:

What will LanzaTech’s security holders receive in connection with the Business Combination?

​

A:

The aggregate value of the consideration paid in respect of LanzaTech is the Equity Value, i.e. $1,817,000,000. The consideration to be paid to LanzaTech stockholders will be shares of New LanzaTech Common Stock (valued at $10.00 per share). See the “The Business Combination Proposal —​Consideration to LanzaTech Stockholders” section for more information. Immediately prior to the Business Combination, the LanzaTech Share Conversion will be effectuated. The number of shares of New LanzaTech Common Stock payable in the Business Combination in respect of each share of capital stock of LanzaTech will be determined based on the Exchange Ratio. In addition, the accumulated dividends payable to the holders of shares of LanzaTech preferred stock in connection with the LanzaTech Share Conversion will be settled by delivery of New LanzaTech Common Stock, as part of the aggregate consideration described above in this paragraph.

​

Pursuant to the Merger Agreement, at the Effective Time: (i) each LanzaTech warrant that is outstanding and unexercised immediately prior to the Effective Time and would automatically be exercised or exchanged in full in accordance with its terms by virtue of the occurrence of the Business Combination, will be so automatically exercised or exchanged in full for the applicable shares of LanzaTech capital stock, and each such share of LanzaTech capital stock will be treated as being issued and outstanding immediately prior to the Effective Time and will be cancelled and converted into the right to receive the applicable shares of New LanzaTech Common Stock; (ii) each LanzaTech warrant that is outstanding and unexercised prior to the Effective Time and is not automatically exercised in full as described in clause (i) will be converted into a warrant to purchase shares of New LanzaTech Common Stock, in which case (a) the number of shares underlying such New LanzaTech warrant will be determined by multiplying the number of shares of LanzaTech capital stock subject to such warrant immediately prior to the Effective Time, by the Exchange Ratio and (b) the per share exercise price of such New LanzaTech warrant will be determined by dividing the per share exercise price of such LanzaTech warrant immediately prior to the Effective Time by the Exchange Ratio, except that in the case of the AM SAFE Warrant, such exercise price will be $10.00; and (iii) to the extent not converted in full immediately prior to the Effective Time, the Brookfield SAFE will be assumed by New LanzaTech and will be convertible into shares of New LanzaTech Common Stock.

Pursuant to the Merger Agreement, at the Effective Time, each LanzaTech option will be converted into an option to purchase a number of shares of New LanzaTech Common Stock (each, a “New LanzaTech option”) (rounded down to the nearest whole share) equal to the product of (i) the number of LanzaTech common shares subject to such LanzaTech option multiplied by (ii) the Exchange Ratio. The exercise price of such New LanzaTech options will be equal to the quotient of (a) the exercise price per share of such LanzaTech option in effect immediately prior to the Effective Time divided by (b) the Exchange Ratio (and as so determined, this exercise price will be rounded up to the nearest full cent).

Pursuant to the Merger Agreement, at the Effective Time, each LanzaTech RSA that is outstanding immediately prior to the Effective Time will be converted into a New LanzaTech RSA on the same terms and conditions as were applicable to such LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of New LanzaTech Common Stock equal to the number of LanzaTech common shares subject to such LanzaTech RSA, multiplied by the Exchange Ratio.

 

12

 

Q:

What equity stake will current AMCI Stockholders and LanzaTech stockholders hold in New LanzaTech immediately after the consummation of the Business Combination?

​

A:

It is anticipated that, upon completion of the Business Combination, the ownership interests in New LanzaTech will be as set forth in the tables below:

​

(1)

Assumes that holders of 13,325,224 public shares, which represents approximately 88.8% of AMCI’s currently outstanding Class A common stock, exercise their redemption rights in connection with the Business Combination. The maximum redemption scenario represents the maximum level of redemptions that would permit completion of the Business Combination, including satisfying the Minimum Closing Cash Condition, based on $150,969,468 held in trust as of September 30, 2022 and a redemption price of $10.06 per share, reduced by the required payment of transaction expenses.

​

​

(2)

Approximate percentage of total outstanding New LanzaTech capital stock immediately following the Closing, subject to the assumptions set forth herein. Assumes (a) no election by Brookfield to convert any portion of the Brookfield SAFE into shares of New LanzaTech Common Stock at the Closing, (b) no election by ArcelorMittal to exercise any portion of the AM SAFE Warrant for shares of New LanzaTech Common Stock at the Closing, and (c) no election by the holders of the VLL Warrants to exercise any portion of such warrants for shares of New LanzaTech Common Stock at the Closing.

​

(3)

Includes 1,700,000 shares of Class A common stock subscribed for by AMCI Group, LLC Series 35, an entity in which Hans Mende, a director of AMCI and an AMCI Insider, holds voting and investment control. AMCI Group, LLC Series 35 is a member of the Sponsor and a beneficial owner of more than 5% of AMCI’s currently outstanding securities.

​

(4)

Maximum redemption scenario reflects the forfeiture of an aggregate of 970,870 shares of Class B common stock in accordance with the terms of the Sponsor Support Agreement. Does not reflect the sale of founder shares by the AMCI Insiders to certain qualified institutional buyers or institutional accredited investors who purchased units in the IPO (the “Anchor Investors”) in accordance with the terms of the letter agreements (collectively, the “Anchor Investor Letter Agreements”) entered into between AMCI and the Anchor Investors.

​

For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

In addition to the interests of the AMCI Stockholders and LanzaTech stockholders reflected in the table above, as of the date of this proxy statement/prospectus, there are currently 3,386,591 outstanding LanzaTech options, of which 2,568,315 are exercisable at the option of the optionholder prior to or in connection with the Closing, but which will not be automatically exercised in connection with the Business Combination. If unexercised at the Closing, each such LanzaTech option (whether vested or unvested) will be assumed by New LanzaTech and converted into an option to purchase a number of shares of New LanzaTech Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of LanzaTech common stock subject to such LanzaTech option multiplied by (B) the Exchange Ratio and, once exercisable, will be exercisable at the option of the optionholder.

In addition, there are currently outstanding an aggregate of 11,000,000 warrants to acquire shares of Class A common stock, which comprise 3,500,000 private placement warrants and 7,500,000 public warrants. Each of our outstanding whole warrants is exercisable commencing 30 days following the Closing and terminating five years from the Closing for one share of Class A common stock and, following the Closing, will entitle the holder thereof to purchase one share of New LanzaTech Common

 

13

 

Stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised and one share of New LanzaTech Common Stock is issued as a result of such exercise, with payment to New LanzaTech of the exercise price of $11.50 per warrant for one whole share, our fully diluted share capital would increase by a total of 11,000,000 shares, with approximately $126.5 million paid to exercise the warrants.

Q:

How will I be notified of the outcome of LanzaTech’s stockholder vote to approve the Business Combination?

​

A:

AMCI will disclose the results of the vote by LanzaTech’s stockholders to approve the Business Combination and actions related thereto in a press release and/or Current Report on Form 8-K promptly following such vote, which is expected to be held within 10 business days after the effectiveness of the registration statement of which this proxy statement/prospectus forms a part. Under LanzaTech’s organizational documents and the DGCL, a vote of (i) a majority of the LanzaTech shares is required for the adoption of the Merger Agreement, (ii) (a) 66 and 2/3% of the LanzaTech preferred shares and (b) a majority of the LanzaTech Series E preferred shares and LanzaTech Series E-1 preferred shares, voting together as a single class, is required for the approval of the LanzaTech Share Conversion, and (iii) (a) 66 and 2/3% of the LanzaTech preferred shares, (b) a majority of the LanzaTech Series A preferred shares, (c) 75% of the LanzaTech Series B preferred shares, (d) 66 and 2/3% of the LanzaTech Series C preferred shares, (e) 66 and 2/3% of the LanzaTech Series D preferred shares, (f) a majority of the LanzaTech Series E preferred shares and LanzaTech Series E-1 preferred shares, voting together as a single class, and (g) a majority of the LanzaTech Series F preferred shares, is required for the approval of the receipt of the consideration by the LanzaTech stockholders in the form of New LanzaTech Common Stock in connection with the Business Combination and in the manner provided in the Merger Agreement (all of the foregoing, collectively, the “LanzaTech Requisite Approval”).

​

In connection with the signing of the Merger Agreement, holders of 69.56% of the LanzaTech shares in the aggregate, also representing 71.59% of the LanzaTech preferred shares in the aggregate, 93.18% of the LanzaTech Series A preferred shares, 61.11% of the LanzaTech Series B preferred shares, 52.13% of the LanzaTech Series C preferred shares, 52.99% of the LanzaTech Series D preferred shares, 87.87% of the LanzaTech Series E preferred shares and LanzaTech Series E-1 preferred shares taken together, and 100% of the LanzaTech Series F preferred shares, entered into a support agreement (the “LanzaTech Stockholder Support Agreement”), pursuant to which, among other things, they agreed to vote in favor of the Business Combination, the adoption of the Merger Agreement and any other matters necessary or reasonably requested by AMCI or LanzaTech for consummation of the Business Combination.

As a result, in order to satisfy the LanzaTech Requisite Approval, in addition to those shares already committed under the LanzaTech Stockholder Support Agreement, it will be necessary to obtain the additional affirmative vote of holders of at least 13.89% of the LanzaTech Series B preferred shares, 14.54% of the LanzaTech Series C preferred shares and 13.68% of the LanzaTech Series D preferred shares.

Approval of the Business Combination by the LanzaTech stockholders is a condition precedent to the consummation of the Business Combination and AMCI may terminate the Merger Agreement if the LanzaTech Requisite Approval is not obtained within ten business days following the effectiveness of this registration statement. Please see the risk factor captioned “The percentage of holders of shares of LanzaTech capital stock that has entered into the LanzaTech Stockholder Support Agreement is lower than the percentage required to approve the Business Combination. If the requisite number of LanzaTech stockholders do not adopt the Merger Agreement, then the Business Combination may be abandoned or delayed.” for more information.

Q:

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

​

A:

A total of $150,000,000, including approximately $5,250,000 of deferred underwriters’ discount and a portion of the $3,500,000 proceeds from the sale of the private placement warrants, was placed in a Trust Account maintained by Continental, acting as trustee. As of September 30, 2022, there were investments and cash held in the Trust Account of $150,969,468. These funds will not be released until

​

 

14

 

the earlier of Closing or the redemption of our public shares if we are unable to complete an initial Business Combination by August 6, 2023, although we may withdraw the interest earned on the funds held in the Trust Account to pay taxes.

As underwriters from AMCI’s IPO, Evercore Group L.L.C. (“Evercore”) and I-Bankers Securities, Inc. (“I-Bankers”) were entitled to deferred underwriting commission of $5,050,000 and $200,000, respectively, which commission would have been waived by the underwriters in the event that AMCI did not complete an initial business combination, subject to the terms of the underwriting agreement entered into in connection with AMCI’s IPO (the “Underwriting Agreement”). The deferred fee is payable only if a business combination is consummated, without regard to the number of shares of Class A common stock redeemed by AMCI’s public stockholders in connection with a business combination. As described elsewhere in this proxy statement/prospectus, on September 27, 2022 and September 29, 2022, AMCI received notice and a formal letter, respectively, from Evercore advising, among other things, that it has resigned from and has ceased or refused to act in, its roles as co-placement agent in the Private Placement, co-capital markets advisor and exclusive financial advisor to AMCI and as underwriter in AMCI’s IPO and every capacity and relationship in which it is described in this proxy statement/prospectus and that it has waived its right to receive all such fees and expense reimbursements owed to it pursuant to such roles, including its deferred fees of $5,050,000 earned in connection with its role as underwriter in AMCI’s IPO, and disclaimed any responsibility for any part of this proxy statement/prospectus. As a result of Evercore’s waiver of its right to receive its portion of the deferred underwriting fee, the total deferred underwriting fee to be paid at Closing decreased from $5,250,000 to $200,000.

In addition, on May 6, 2022 and May 20, 2022, AMCI received notice and a formal letter, respectively, from Goldman Sachs advising, among other things, that it has resigned from its roles as co-placement agent in the Private Placement and as co-capital markets advisor to AMCI, waived its right to receive any fees and reimbursement of expenses to be earned in connection with such roles and disclaimed any responsibility for any part of this proxy statement/prospectus. On September 30, 2022, AMCI and LanzaTech received notice and a formal letter from Barclays advising, among other things, that it has resigned from its roles as co-placement agent in the Private Placement and as M&A financial advisor and capital markets advisor to LanzaTech and every capacity and relationship in which it is described in this proxy statement/prospectus and that is has waived its right to receive all such fees and expense reimbursements owed to it pursuant to such roles and disclaimed any responsibility for any part of this proxy statement/prospectus.

As a result of all of the aforementioned resignations and fee waivers by the Advisors, the total transaction fees payable by AMCI and LanzaTech at the consummation of the Business Combination will be reduced by an aggregate of $31.89 million. Since the Minimum Closing Cash Condition is net of transaction expenses, the reduction in transaction expenses is expected to decrease the amount of cash AMCI needs in order to meet such condition at the Closing. See “Summary of the Proxy Statement/​Prospectus — Recent Developments” for additional information.

Q:

What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption right?

​

A:

AMCI Stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders. Nonetheless, the consummation of the Business Combination is conditioned upon, among other things, the Minimum Closing Cash Condition, which requires AMCI to have an aggregate cash amount of at least $230,000,000 of cash at the Closing, consisting of cash held in the Trust Account after taking into account the exercise by the public stockholders of their right to redeem their public shares in accordance with AMCI’s governing documents, if any, cash received from PIPE Investors (including net proceeds under the AM SAFE Note to LanzaTech) and the net proceeds from the Brookfield SAFE to LanzaTech, net of transaction expenses of AMCI and LanzaTech (though this condition may be waived by LanzaTech).

​

 

15

 

With fewer public shares outstanding and potentially fewer public stockholders as a result of redemptions by public stockholders, the trading market for New LanzaTech Common Stock may be less liquid than the market for Class A common stock was prior to consummation of the Business Combination and New LanzaTech may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into New LanzaTech’s business will be reduced. As a result, the proceeds will be greater in the event that no public stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the Trust Account as opposed to the scenario in which AMCI’s public stockholders exercise the maximum allowed redemption rights.

Furthermore, our Current Charter provides that we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the Merger Agreement. Other than this limitation, our Current Charter does not provide a specified maximum redemption threshold.

Q:

How will the level of redemptions by AMCI Stockholders affect my ownership in New LanzaTech following the Closing?

​

A:

All AMCI Shares outstanding prior to the Business Combination will become shares of New LanzaTech Common Stock after the Business Combination, subject to the redemption rights exercised by the AMCI Stockholders. Accordingly, the total number of shares of New LanzaTech Common Stock to be outstanding at the Closing (and the relative ownership levels of AMCI’s non-redeeming stockholders) will be affected by: (i) the number of shares of Class A common stock redeemed in connection with the Business Combination, (ii) the number of at-risk founder shares forfeited by the AMCI Insiders pursuant to the Sponsor Support Agreement in the event that more than 50% of the issued and outstanding shares of Class A common stock immediately prior to the Effective Time are the subject of redemptions (that are not withdrawn), (iii) the number of shares of Class A common stock issued in connection with the Private Placement and (iv) the issuance of New LanzaTech Common Stock in connection with the Business Combination.

​

The table below presents the trust account value per share to a public stockholder that elects not to redeem its shares across a range of varying redemption scenarios. This trust account value per share includes the per share cost of the deferred underwriting commission, which deferred underwriting commission has been reduced to reflect the waiver by Evercore of its right to receive $5,050,000 of the $5,250,000 deferred underwriting commission initially owed to the underwriters in AMCI’s IPO. See “Summary of the Proxy Statement/Prospectus — Recent Developments” for additional information.

 

16

 

(1)

Assumes that 13,325,224 shares of Class A common stock, which represents approximately 88.8% of AMCI’s currently outstanding Class A common stock, are redeemed. The maximum redemption scenario represents the maximum level of redemptions that would permit completion of the Business Combination, including satisfying the Minimum Closing Cash Condition, based on $150,969,468 held in trust as of September 30, 2022 and a redemption price of $10.06 per share, reduced by the required payment of transaction expenses. See “Unaudited Pro Forma Condensed Combined Financial Information.”

​

Furthermore, to the extent that holders of shares of Class A common stock redeem their shares in connection with the Business Combination, their public warrants will remain issued and outstanding notwithstanding the redemption of their shares of Class A common stock. The Sponsor owns 3,500,000 private placement warrants. Following the consummation of the Business Combination, all of AMCI’s outstanding warrants will become warrants to acquire shares of New LanzaTech Common Stock on the same terms as AMCI’s currently outstanding warrants.

The table below shows the relative ownership levels of holders of shares of New LanzaTech Common Stock following the Business Combination under varying redemption scenarios and assuming that no warrants to purchase New LanzaTech Common Stock have been exercised at the Closing.

 

of Class B common stock, in each case, in accordance with the terms of the Sponsor Support Agreement. Does not reflect the sale of founder shares by the AMCI Insiders to the Anchor Investors in accordance with the terms of the Anchor Investor Letter Agreements.

(4)

Includes 1,700,000 shares of Class A common stock subscribed for by AMCI Group, LLC Series 35, an entity in which Hans Mende, a director of AMCI and an AMCI Insider, holds voting and investment control. AMCI Group, LLC Series 35 is a member of the Sponsor and a beneficial owner of more than 5% of AMCI’s currently outstanding securities.

​

Q:

What amendments will be made to the Current Charter?

​

A:

We are asking AMCI Stockholders to approve the Proposed Charter that will be effective upon the consummation of the Business Combination. The Proposed Charter provides for various changes that the AMCI Board believes are necessary to address the needs of the post-Business Combination company, including, among other things: (i) changing the post-combination company’s name to LanzaTech Global, Inc., (ii) removing the blank check company provisions, (iii) changing the stock classes and the total number of authorized shares of common stock to 400,000,000 shares of a single class of common stock, (iv) changing the stockholder vote required to 662∕3% in voting power of then outstanding shares of New LanzaTech Common Stock to (A) alter, amend or repeal the indemnification provisions in our bylaws, (B) remove a director and (C) alter, amend or repeal certain provisions of the Proposed Charter and (v) providing that stockholders may not take action by written consent.

​

Pursuant to the DGCL and the Current Charter, AMCI is required to submit the Charter Proposals to the AMCI Stockholders for approval. For additional information, see the section entitled “The Charter Proposals.”

Q:

What material negative factors did the AMCI Board consider in connection with the Business Combination?

​

A:

Although the AMCI Board believes that the acquisition of LanzaTech will provide the AMCI Stockholders with an opportunity to participate in a combined company with significant growth potential and a well-known brand, the AMCI Board did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that AMCI Stockholders would not approve the Business Combination and the risk that significant numbers of AMCI Stockholders would exercise their redemption rights. In addition, during the course of AMCI management’s evaluation of LanzaTech’s operating business and its public company potential, management conducted detailed due diligence on certain potential challenges. Some factors that both AMCI management and the AMCI Board considered were (i) the history of LanzaTech’s net losses and the fact that, going forward, LanzaTech anticipates incurring losses, (ii) LanzaTech’s reliance upon industry partners to effect its growth strategy and to execute its business plan, (iii) LanzaTech owns and anticipates acquiring additional equity interests in several of its customers’ plants and has exposure to the volatility and liquidity risks inherent in holding such equity, (iv) LanzaTech’s revenue is currently concentrated in a limited number of customers and growth will depend on expanding that customer base, (v) rapidly changing technology and extensive competition for technologies addressing decarbonization, (vi) the protection of intellectual property, (vii) construction risks, including failure to complete a project on-time or in a cost-effective manner, (viii) potential requirements for additional financing to fund operations and complete the development and commercialization of new products or new aspects of existing process technologies, (ix) the availability and cost of waste-based feedstocks used in LanzaTech’s process are subject to fluctuation based on market conditions and (x) volatility in commodity chemicals prices and the associated impact on LanzaTech’s royalty revenue and CarbonSmart revenues. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — AMCI Board Reasons for the Approval of the Business Combination” as well as in the section entitled “Risk Factors — Risks Related to AMCI and the Business Combination.”

​

Q:

Do I have redemption rights?

​

A:

If you are a public stockholder, you have the right to request that AMCI redeem all or a portion of your public shares for cash, provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus under the heading “The Special Meeting — Redemption Rights.” Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the

​

 

18

 

Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the Trust Account as “redemption rights.”

If you wish to exercise your redemption rights, please see the answer to the next question: ”How do I exercise my redemption rights?”

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

AMCI, the Sponsor and the AMCI Insiders entered into that certain letter agreement, dated as of August 3, 2021, pursuant to which they agreed to waive their redemption rights with respect to their shares in connection with the completion of a business combination such as the Business Combination. Further, under the Sponsor Support Agreement, the AMCI Insiders agreed to forfeit up to one third of the aggregate number of shares of Class A common stock into which the Class B common stock otherwise would automatically convert in connection with the Business Combination in the event that more than 50% of the issued and outstanding shares of Class A common stock immediately prior to the Effective Time are the subject of redemptions (that are not withdrawn) in connection with the Business Combination.

Q:

How do I exercise my redemption rights?

​

A:

If you are a public stockholder and wish to exercise your right to redeem your public shares, you must:

​

(i)

(a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

​

(ii)

prior to                 , New York City time, on                 , 2023 (two business days prior to the scheduled date of the Special Meeting), (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental that AMCI redeem your public shares for cash and (b) deliver your public shares to Continental, physically or electronically through the DTC.

​

The address of Continental is listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so.

Any public stockholder will be entitled to request that their public shares be redeemed for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (which interest will be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares. For illustrative purposes, as of September 30, 2022, this would have amounted to approximately $10.06 per public share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders, regardless of whether such public stockholders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon

 

19

 

exercise of your redemption rights. It is anticipated that the funds to be distributed to public stockholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to Continental at the address listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for submitting redemption requests, which is                 , New York City time, on                 , 2023 (two business days prior to the date of the Special Meeting), and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to Continental and later decide prior to the deadline for submitting redemption requests not to elect redemption, you may request that AMCI instruct Continental to return the shares to you (physically or electronically). You may make such request by contacting Continental at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by AMCI’s secretary prior to the deadline for submitting redemption requests. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Continental prior to                 , New York City time, on                 , 2023.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any AMCI warrants that you may hold.

Q:

If I am a holder of units, can I exercise redemption rights with respect to my units?

​

A:

No. Holders of outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, AMCI’s transfer agent, directly and instruct them to do so. If you fail to cause your units to be separated and delivered to Continental, AMCI’s transfer agent, prior to                 , New York City time, on                 , 2023, you will not be able to exercise your redemption rights with respect to your public shares.

​

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

​

​

A:

The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. It is possible that you may be treated as selling your public shares for cash and, as a result, recognize capital gain or capital loss. It is also possible that the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the number of public shares that you own or are deemed to own (including through the ownership of New LanzaTech warrants). Any portion of such a distribution to you if you are a Non-U.S. holder (as defined below) that constitutes a dividend for U.S. federal income tax purposes will generally be subject to withholding tax at a rate of 30% of the gross amount of the dividend (unless you establish that you are eligible for a reduced rate of withholding tax under an applicable income tax treaty or certain other exceptions apply). Because the determination as to whether a redemption is treated as a sale or a distribution is dependent on matters of fact, withholding agents may presume, for withholding purposes, that all amounts paid to Non-U.S. holders in connection with a redemption are treated as distributions in respect of such Non-U.S. holder’s public shares. Accordingly, if you are a Non-U.S. holder, you should expect that a withholding agent will likely withhold U.S. federal income tax on the gross proceeds payable to you pursuant to a redemption at a rate of 30% unless you are eligible for a reduced rate of withholding tax under an applicable income tax treaty and provide proper certification of your eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, or other applicable IRS Form W-8).

​

For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Consideration.”

 

20

 

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:

How does the AMCI Board recommend that I vote?

​

A:

The AMCI Board unanimously recommends that the AMCI Stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposals, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” each director nominee and “FOR” the approval of the Adjournment Proposal. For more information regarding how the AMCI Board recommends that AMCI Stockholders vote, see the section entitled “The Business Combination Proposal — AMCI Board Reasons for the Approval of the Business Combination.”

​

Q:

How do the AMCI Insiders intend to vote their shares?

​

A:

In connection with the execution of the Merger Agreement, the Sponsor and the other AMCI Insiders entered into the Sponsor Support Agreement pursuant to which, among other things, the AMCI Insiders agreed to vote their shares in favor of the Business Combination Proposal and all other proposals being presented at the Special Meeting. The AMCI Insiders currently own 20% of our outstanding common stock. Because the Business Combination Proposal requires a majority of votes cast by AMCI Stockholders in order to be approved and because a quorum will exist at the Special Meeting if a majority of the outstanding AMCI Shares as of the record date are present, assuming that all of the shares held by the AMCI Insiders were to be voted, the Business Combination Proposal could be approved by the additional affirmative vote of shares representing as little as 6.25% of the remaining outstanding shares not held by AMCI Insiders.

​

Q:

May the Sponsor or the AMCI Insiders purchase public shares or warrants prior to the Special Meeting?

​

A:

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding AMCI or its securities, the Sponsor, the AMCI Insiders, LanzaTech and/or their respective affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) AMCI satisfies the Minimum Closing Cash Condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination Proposal and satisfying the Minimum Closing Cash Condition. This may result in the completion of our Business Combination in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Sponsor or the AMCI Insiders for nominal value.

​

Entering into any such arrangements may have a depressive effect on public shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination Proposal to be approved in circumstances where such approval could not otherwise be obtained. Purchases of public shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder.

 

21

 

Q:

What interests do the Sponsor and AMCI’s current officers and directors have in the Business Combination?

​

A:

The Sponsor and AMCI’s directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combination. These interests include the following:

​

•

The Sponsor and the other AMCI Insiders will lose their entire investment in us if we do not complete a business combination by August 6, 2023. If we are unable to complete our initial business combination by August 6, 2023, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (which interest will be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the AMCI Board, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

​

•

The Sponsor and the other AMCI Insiders may be incentivized to complete the Business Combination, or an alternative business combination with a less favorable company or on terms less favorable to stockholders, rather than to liquidate, in which case the Sponsor and the other AMCI Insiders would lose their entire investment. As a result, the Sponsor as well as the AMCI Board or AMCI’s officers may have a conflict of interest in determining whether LanzaTech is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination. The AMCI Board was aware of and considered these interests, among other matters, in evaluating and unanimously approving the Business Combination and in recommending to the public stockholders that they approve the Business Combination.

​

•

Each of our officers and directors has fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. The Current Charter provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and such opportunity is one the Company is legally and contractually permitted to undertake and would otherwise be reasonable for the Company to pursue, and to the extent the director or officer is permitted to refer that opportunity to the Company without violating any legal obligation.

​

​

•

The AMCI Insiders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if AMCI fails to complete a business combination by August 6, 2023. The Sponsor purchased the founder shares prior to our IPO for an aggregate purchase price of $25,000, or $0.005 per share. In March 2021, the Sponsor transferred all of the founder shares held by it to the AMCI Insiders. Upon the Closing, such founder shares will convert into 3,750,000 shares of New LanzaTech Common Stock (assuming no founder shares are forfeited by the AMCI Insiders at Closing pursuant to the Sponsor Support Agreement), and such shares will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would have an aggregate market value of approximately $37.2 million based upon the closing price of $9.92 per public share on Nasdaq on December 21, 2022, but, given the restrictions on such shares, we believe such shares have less value. Nevertheless, as a result of the nominal price of $0.005 per share paid by the AMCI Insiders for their founder shares as compared to the recent market price of the Class A common stock described above, the AMCI Insiders and their affiliates

​

 

22

 

are likely to earn a positive rate of return on their investments in the founder shares even if other holders of Class A common stock experience a negative rate of return on their investments in the Class A common stock. The founder shares would become worthless if we do not complete an initial business combination within the applicable time period set forth in the Current Charter, as the AMCI Insiders have waived any right to redemption with respect to these shares, for no consideration.

​

•

Simultaneously with the closing of the IPO, AMCI completed a private sale of an aggregate of 3,500,000 private placement warrants to the Sponsor at a purchase price of $1.00 per warrant, generating gross proceeds to the Company of $3,500,000. The private placement warrants are identical to the public warrants except that the private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by AMCI or, after the Closing, New LanzaTech, (ii) may not (including the Class A common stock issuable upon exercise of such private placement warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of AMCI’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The warrants held by the Sponsor had an aggregate market value of approximately $0.77 million based upon the closing price of $0.22 per warrant on Nasdaq on December 21, 2022.

​

•

Nimesh Patel, our Chief Executive Officer and a member of the AMCI Board, will continue to serve as a director of New LanzaTech after the Closing. As such, in the future he may receive cash fees, stock options or stock awards that the New LanzaTech Board determines to pay to its directors and/or officers.

​

•

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act.

​

•

On March 28, 2022, we entered into a promissory note with the Sponsor, pursuant to which we may borrow up to $1,500,000 for working capital expenses. In connection with the Closing, the Sponsor is entitled to the repayment of any such working capital loans and advances that remain outstanding. Up to $1,500,000 of such loans may be converted by the Sponsor into up to an additional 1,500,000 private placement warrants, at a price of $1.00 per warrant, which issuance could have a dilutive effect on the interests of holders of shares of New LanzaTech Common Stock to the extent such warrants are exercised. We may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans. As of the date of this filing, there were no borrowings under the promissory note.

​

•

Following the consummation of the Business Combination, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

​

•

Upon the Closing, subject to the terms and conditions of the Merger Agreement, the Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by AMCI from time to time, made by the Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. As of the date of this filing, there were reimbursable out-of-pocket expenses of approximately $596,400 owed and no loans outstanding. If the Closing does not occur, any such reimbursable expenses or loans may not be repaid.

​

•

Each of our independent directors owns 50,000 founder shares, for which they paid a total of $250, or $0.005 per share, which is the same per share price that the Sponsor initially paid for the founder shares. As such, our independent directors may have an interest in consummating a business combination that does not align with the interests of the AMCI Stockholders. None of our independent directors are members of the Sponsor.

​

 

23

 

•

As part of the Private Placement, AMCI Group, LLC Series 35, an entity in which Hans Mende, a director of AMCI, holds voting and investment control, subscribed for 1,700,000 shares of Class A common stock for an aggregate purchase price of $17,000,000. AMCI Group, LLC Series 35 is a member of the Sponsor and a beneficial owner of more than 5% of AMCI’s currently outstanding securities.

​

•

The Sponsor and the AMCI Insiders have entered into the Sponsor Support Agreement pursuant to which the Sponsor and the AMCI Insiders have already agreed to vote their shares in favor of the Business Combination.

​

These interests may influence AMCI’s directors in making their recommendation that you vote in favor of the approval of the Business Combination. The AMCI Board was advised of and evaluated each of these interests and concluded that the potential benefits that it expected AMCI and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors and other risks associated with the Business Combination. Accordingly, the AMCI Board unanimously resolved that the Business Combination, the ancillary documents to which AMCI is or will be a party and the transactions contemplated thereby (including the Business Combination) were advisable, fair to, and in the best interests of, AMCI and its stockholders.

Q:

Will the management of New LanzaTech change in connection with the Closing?

​

​

A:

We anticipate that all of the executive officers of LanzaTech will continue to serve in such capacities for New LanzaTech after the Closing. In addition, we expect that each of the current AMCI directors, other than Nimesh Patel, will resign upon the Closing and each of Dr. Jennifer Holmgren, Nigel Gormly, Jim Messina, Gary Rieschel, Dorri McWhorter and Barbara Byrne will be appointed to serve as directors of the New LanzaTech upon the Closing if elected by the stockholders of AMCI. For additional information, please see the section entitled “New LanzaTech Management after the Business Combination.”

​

Q:

Who is entitled to vote at the Special Meeting?

​

​

A:

The AMCI Board has fixed December 28, 2022 as the record date for the Special Meeting. All holders of record of AMCI Shares as of the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting, provided that those shares remain outstanding on the date of the Special Meeting. Physical attendance at the Special Meeting is not required to vote. See the question “How can I vote my shares without attending the Special Meeting?” for instructions on how to vote your AMCI Shares without attending the Special Meeting.

​

Q:

How many votes do I have?

​

​

A:

Each AMCI Stockholder of record is entitled to one vote for each AMCI Share held by such holder as of the close of business on the record date. As of the date of this proxy statement/​prospectus, there were 18,750,000 outstanding AMCI Shares.

​

Q:

What constitutes a quorum for the Special Meeting?

​

A:

A quorum is the minimum number of stockholders necessary to hold a valid meeting.

​

A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of the outstanding AMCI Shares as of the record date are present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.

Q:

What will happen to my AMCI Shares as a result of the Business Combination?

​

A:

If the Business Combination is completed, each share of Class B common stock will be converted into one share of Class A common stock in accordance with the terms of the Current Charter and each then outstanding share of Class A common stock will automatically become a share of New LanzaTech Common Stock. See the section entitled “The Business Combination Proposal — Consideration to LanzaTech Stockholders” for more information.

​

 

24

 

Q:

Where will the New LanzaTech Common Stock that AMCI Stockholders receive in the Business Combination be publicly traded?

​

A:

Assuming the Business Combination is completed, the shares of New LanzaTech Common Stock (including the New LanzaTech Common Stock issued in connection with the Business Combination) and the public warrants will be listed and traded on Nasdaq under the ticker symbols “LNZA” and “LNZAW,” respectively.

​

Q:

What happens if the Business Combination is not completed?

​

A:

If the Closing has not occurred by February 28, 2023, then we will seek to consummate an alternative initial business combination prior to August 6, 2023. If we do not consummate an initial business combination by August 6, 2023, we will cease all operations except for the purpose of winding up, redeem our public shares and liquidate the Trust Account, in which case our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.

​

Q:

How can I attend and vote my shares at the Special Meeting?

​

A:

If you were the record holder of AMCI Shares as of the record date, you may submit your proxy to vote such shares by mail or at the Special Meeting.

​

Voting by Mail:

•

To submit your proxy by mail, simply mark your proxy card, date and sign it and return it in the postage-paid envelope. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted.

​

•

If you vote by mail, your proxy card must be received no later than the close of business, New York City time, on                 , 2023.

​

Please carefully consider the information contained in this proxy statement/prospectus and, whether or not you plan to attend the Special Meeting, please vote by mail so that your shares will be voted in accordance with your wishes even if you later decide not to attend the Special Meeting.

Voting at the Special Meeting:

•

We encourage you to vote by mail. If you attend the Special Meeting, you may also submit your vote at the Special Meeting via the Special Meeting website at https://​                            , in which case any votes that you previously submitted by mail will be superseded by the vote that you cast at the Special Meeting. If your proxy is properly completed and submitted, and if you do not revoke it prior to or at the Special Meeting, your shares will be voted at the Special Meeting in the manner set forth in this proxy statement/prospectus or as otherwise specified by you. Again, your paper proxy card must be received by mail no later than the close of business, New York City time, on                 , 2023.

​

Voting of shares held in street name:

•

If your shares are held in an account at a broker, bank or nominee (i.e., in “street name”), you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the broker, bank or nominee. See the section entitled “The Special Meeting of Stockholders — Voting Your Shares — Beneficial Owners” for more information.

​

Q:

How can I vote my shares without attending the Special Meeting?

​

​

A:

If you are a stockholder of record of AMCI Shares as of the close of business on December 28, 2022, the record date, you can vote by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares, or otherwise follow the instructions provided by your bank, brokerage firm or other nominee.

​

 

25

 

Q:

What is a proxy?

​

​

A:

A proxy is a legal designation of another person to vote the stock you own. If you are a stockholder of record of AMCI Shares as of the close of business on the record date, and you vote by phone, by Internet or by signing, dating and returning your proxy card in the enclosed postage-paid envelope, you designate two of AMCI’s officers as your proxies at the Special Meeting, each with full power to act without the other and with full power of substitution. These two officers are Nimesh Patel and Walker Woodson.

​

Q:

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

​

A:

If your AMCI Shares are registered directly in your name with Continental, you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in street name. Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

​

Direct holders (stockholders of record). For AMCI Shares held directly by you, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your AMCI Shares are voted.

Shares in “street name.” For AMCI Shares held in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

Q:

If an AMCI Stockholder gives a proxy, how will the AMCI Shares covered by the proxy be voted?

​

A:

If you provide a proxy by returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your AMCI Shares in the way that you indicate when providing your proxy in respect of the AMCI Shares you hold. When completing the proxy card, you may specify whether your AMCI Shares should be voted FOR or AGAINST, or should be abstained from voting on, all, some or none of the specific items of business to come before the Special Meeting.

​

Q:

How will my AMCI Shares be voted if I return a blank proxy?

​

A:

If you sign, date and return your proxy and do not indicate how you want your AMCI Shares to be voted, then your AMCI Shares will be voted “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposals, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposals, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” each director nominee and “FOR” the approval of the Adjournment Proposal.

​

Q:

Can I change my vote after I have submitted my proxy?

​

A:

Yes. If you are a stockholder of record of AMCI Shares as of the close of business on the record date, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

​

•

submit a new proxy card bearing a later date;

​

•

give written notice of your revocation to AMCI’s Corporate Secretary, which notice must be received by AMCI’s Corporate Secretary prior to the vote at the Special Meeting; or

​

•

attend and vote electronically at the Special Meeting by visiting https://​                 and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the Special Meeting will not alone serve to revoke your proxy.

​

If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

 

26

 

Q:

Where can I find the voting results of the Special Meeting?

​

A:

The preliminary voting results are expected to be announced at the Special Meeting. In addition, within four business days following certification of the final voting results, AMCI will file the final voting results of its Special Meeting with the SEC in a Current Report on Form 8-K.

​

Q:

Are AMCI Stockholders able to exercise dissenters’ rights or appraisal rights with respect to the matters being voted upon at the Special Meeting?

​

A:

No. AMCI Stockholders are not entitled to exercise dissenters’ rights or appraisal rights under Delaware law in connection with the Business Combination. AMCI Stockholders may vote against the Business Combination Proposal if they are not in favor of the adoption of the Merger Agreement, and may also elect to exercise their right to redeem their public shares as discussed in this proxy statement. Holders of AMCI’s units or warrants are also not entitled to exercise dissenters’ rights or appraisal rights under Delaware law in connection with the Business Combination.

​

Q:

Are there any risks that I should consider as an AMCI Stockholder in deciding how to vote or whether to exercise my redemption rights?

​

A:

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors.”

​

Q:

What happens if I sell my AMCI Shares before the Special Meeting?

​

A:

The record date for AMCI Stockholders entitled to vote at the Special Meeting is earlier than the date of the Special Meeting. If you transfer your AMCI Shares before the record date, you will not be entitled to vote at the Special Meeting. If you transfer your AMCI Shares after the record date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting but will transfer the right to hold shares of New LanzaTech capital stock to the person to whom you transfer your shares.

​

Q:

When is the Business Combination expected to be completed?

​

A:

Subject to the satisfaction or waiver of the Closing conditions described in the section entitled “The Merger Agreement — Conditions to Closing”, including the adoption of the Merger Agreement by the AMCI Stockholders at the Special Meeting, the Business Combination is expected to close in the first quarter of 2023. However, it is possible that factors outside the control of both AMCI and LanzaTech could result in the Business Combination being completed at a later time, or not being completed at all.

​

Q:

Who will solicit and pay the cost of soliciting proxies?

​

A:

AMCI has engaged a professional proxy solicitation firm, Morrow, to assist in soliciting proxies for the Special Meeting. AMCI has agreed to pay Morrow a fee of $30,000, plus disbursements. AMCI will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. AMCI will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. AMCI’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

​

Q:

What should I do now?

​

A:

You should read this proxy statement/prospectus carefully in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or via the Internet as soon as possible so that your AMCI Shares will be voted in accordance with your instructions.

​

Q:

What should I do if I receive more than one set of voting materials?

​

A:

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold

​

 

27

 

your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your AMCI Shares.

Q:

Whom do I call if I have questions about the Special Meeting or the Business Combination?

​

A:

If you have questions about the Special Meeting or the Business Combination, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact:

​

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Telephone: (800) 662-5200
(Banks and brokers can call collect at: (203) 658-9400)
Email: AMCI.info@investor.morrowsodali.com

You also may obtain additional information about AMCI from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your public shares (either physically or electronically) to Continental Stock Transfer & Trust Company, AMCI’s transfer agent, at the address below prior to                 , New York City time, on                 , 2023. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

 

28

 

 

30

 

31

 

32

 

33

 

34

 

35

 

36

 

​

37

 

​

38

 

​

39

 

​

40

 

41

 

Interests of LanzaTech’s Directors and Executive Officers in the Business Combination

When you consider the recommendation of the AMCI Board in favor of approval of the Business Combination Proposal, you should keep in mind that LanzaTech’s directors and officers have interests in

42

 

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the transactions contemplated by the Merger Agreement. Where actual amounts are not known or knowable, the figures below represent AMCI’s good faith estimate of such amounts assuming a Closing as of                 , 2023.

(in millions)

​

​

Assuming No Redemption

​

​

Assuming Maximum Redemption(1)

​

Sources

​

​

​

​

​

​

​

​

​

​

​

​

​

Proceeds from Trust Account

​

​

​

$

151

​

​

​

​

$

17

​

​

PIPE Investment Amount(2)

​

​

​

​

180

​

​

​

​

​

180

​

​

Brookfield SAFE

​

​

​

​

50

​

​

​

​

​

50

​

​

Sellers’ Equity

​

​

​

​

1,817

​

​

​

​

​

1,817

​

​

Total Sources

​

​

​

$

2,198

​

​

​

​

$

2,064

​

​

Uses

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash on Balance Sheet

​

​

​

$

365

​

​

​

​

$

231

​

​

Sellers’ Equity

​

​

​

​

1,817

​

​

​

​

​

1,817

​

​

Transaction costs(3)

​

​

​

$

16

​

​

​

​

$

16

​

​

Total Uses

​

​

​

$

2,198

​

​

​

​

$

2,064

​

​

​

​

43

 

Summary of Risk Factors

In evaluating the proposals to be presented at the Special Meeting, an AMCI Stockholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.” The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of AMCI and LanzaTech to complete the Business Combination, and (ii) the business, cash flows, financial condition and results of operations of New LanzaTech following consummation of the Business Combination. Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of LanzaTech prior to the consummation of the Business Combination, which will be the business of New LanzaTech following the consummation of the Business Combination, or to the business of AMCI prior to the consummation of the Business Combination, as applicable.

These risk factors include, but are not limited to, the following:

Risks Related to LanzaTech’s Business and Industry

•

We have incurred losses and anticipate continuing to incur losses, and have not yet generated material revenues from marketing of CarbonSmart products and sale of equipment.

​

•

The success of LanzaTech’s plant operations is significantly dependent upon the strong execution and operation of each project by the respective industry partner as we rely, and expect to continue to rely, heavily on industry partners to effect our growth strategy and to execute our business plan, and our failure to successfully maintain and manage these relationships and enter into new relationships could prevent us from achieving or sustaining profitability.

​

•

Fluctuations in the prices of waste-based feedstocks used to manufacture the products produced using our process technologies, the price of fossil feedstocks relative to the price of our waste-based feedstocks, and the availability of the waste-based feedstocks may affect our or our industry partners’ cost structure, gross margin and ability to compete.

​

​

44

 

​

45

 

​

46

 

47

 

48

 

49

 

50

 

51

 

MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

AMCI

Market Price and Ticker Symbol

AMCI’s units, Class A common stock and public warrants are currently listed on Nasdaq under the symbols “AMCIU,” “AMCI,” and “AMCIW,” respectively.

The closing price of AMCI’s units, Class A common stock and public warrants on March 7, 2022, the last trading day before announcement of the execution of the Merger Agreement, was $9.89, $9.70 and $0.34, respectively. As of the date of this proxy statement/​prospectus, the closing price for each unit, share of Class A common stock and public warrant was $10.18, $9.90 and $0.22, respectively.

Holders

As of the date of this proxy statement/​prospectus, there were 15,000,000 holders of record of our units, 15,000,000 holders of record of Class A common stock, 3,750,000 holders of record of Class B common stock and 7,500,000 holders of record of our public warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, Class A common stock and warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

AMCI has not paid any cash dividends on AMCI common stock to date and does not intend to pay any cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon New LanzaTech’s revenue and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the New LanzaTech Board at such time.

LanzaTech

There is no public market for shares of LanzaTech’s capital stock.

52

 

 

We have incurred losses and anticipate continuing to incur losses.

We have not achieved operating profitability in any quarter since our formation. Our net losses after tax were approximately $55.0 million for the nine months ended September 30, 2022, and $30.6 million for the nine months ended September 30, 2021. As of September 30, 2022, we had an accumulated deficit of $434.9 million. We anticipate that we will continue to incur losses until we can sufficiently commercialize our process technologies. We cannot guarantee when we will operate profitably, if ever. The profitability of products produced using our process technologies depends largely on manufacturing costs and the market prices of the products produced using our process technologies. In the case of the partners with which we have entered licensing agreements, the prices they are able to charge impact the royalty fees we derive from their revenues. We must sustain the relationships we have developed with our current partners and successfully establish relationships with new partners to which we can license our proprietary technologies or with whom we can co-develop plants, and we must continue to find ways to further enhance our technology platform and product portfolio. If we are unable to successfully take these steps, we may never operate profitably, and, even if we do achieve profitability, we may be unable to sustain or increase our profitability in the future.

The success of LanzaTech's plant operations is significantly dependent upon the strong execution and operation of each project by the respective industry partner as we rely, and expect to continue to rely, heavily on industry partners to effect our growth strategy and to execute our business plan. Our failure to successfully maintain and manage these relationships and enter into new relationships could delay our anticipated timelines, prevent the successful development and commercialization of products produced using our process technologies, negatively impact our financial results and prevent us from achieving or sustaining profitability.

Our ability to successfully maintain and manage partnering arrangements and enter into new partnering arrangements are critical factors to the success of our business and growth. We rely, and expect to continue to rely, heavily on such arrangements. We have limited or no control over the amount or timing of resources that any third party commits to negotiating a partnering arrangement with us or, if negotiated and entered into, the timing or amount of resources that a third party will commit to our projects. Any third party with which we are in negotiations may experience a change of policy or priorities and may discontinue negotiations with us. Any of our industry partners may fail to perform their obligations as expected. These industry partners may breach or terminate their agreements with us or otherwise fail to conduct their partnering activities successfully and in a timely manner. Further, our industry partners may not develop commercially viable products in connection with our partnering arrangements or devote sufficient resources to the development, manufacture, marketing and sale of products produced using our process technologies. Moreover, disagreements with an industry partner could develop, and any such conflict could reduce our ability to enter into future partnering agreements and negatively impact our relationships with one or more existing industry partners. Any of these events could delay our anticipated timelines, prevent the successful development and commercialization of products produced using our process technologies, negatively impact our financial results, and prevent us from ever achieving or sustaining profitability. These negative consequences could be augmented in the event that we are forced to seek replacement partners.

Our current and future partnering opportunities could be harmed if:

•

we do not achieve our objectives under our arrangements in a timely manner, or at all;

​

•

we disagree with our industry partners as to rights to intellectual property we jointly develop or that they must license from us, or as to their research programs or commercialization activities;

​

•

we are unable to successfully manage multiple partnering arrangements occurring at the same time;

​

•

applicable laws, regulations or state actors, domestic or foreign, impede our ability to enter into strategic arrangements;

​

•

we develop processes or enter into additional partnering arrangements that conflict with the business objectives of our other arrangements;

​

•

our industry partners become competitors of ours or enter into agreements with our competitors; or

​

•

consolidation in our target markets limits the number of potential industry partners.

​

 

54

 

Additionally, because we have entered into exclusive arrangements with industry partners, other potential partners in our industry may choose to compete against us, rather than partner with us. This may limit our partnering opportunities and harm our business and prospects. Our business also could be negatively impacted if any of our industry partners undergoes a change of control or assigns the rights or obligations under any of our agreements. If any of our industry partners were to assign these agreements to our competitors or to a third party who is not willing to work with us on the same terms or commit the same resources as the current industry partner, our business and prospects could be adversely affected.

Even if we are successful in entering into strategic partnering arrangements, there are a number of different arrangements that we can pursue, and there are no assurances that we will select and negotiate the best arrangements for us and our stockholders.

We seek to commercialize our process technologies by pursuing licensing arrangements in some markets and seek arrangements to co-develop projects in others. Our business strategy is based on a wide variety of factors, including the size and competitive environment in each market, and our perceived ability to best monetize our proprietary technology. The types of arrangements we enter into with our industry partners will be significant in determining the amount of risk and control that we maintain with respect to the development and commercialization of products produced using our process technologies. The contractual arrangements with our industry partners will also determine the amount of capital we need to contribute to a particular project, as well as the revenue we may receive and the margins associated with any sale of products produced using our process technologies. We will need to analyze these issues properly and negotiate corresponding arrangements with our industry partners to efficiently balance the amount of risk we take, the level of control we maintain and the amount of revenues and margins we obtain with respect to the products produced using our process technologies. There are no assurances that we will select and negotiate the best arrangements for us and our stockholders. Failure to choose optimal arrangements could result in delays or failures in the commercial development of certain products produced using our process technologies, sub-optimal economic returns and capital commitments that negatively impact our business, and our ability to successfully pursue multiple opportunities in parallel.

We have entered into and anticipate entering into non-binding letters of intent, side letters, memoranda of understanding, term sheets and other arrangements with potential industry partners and cannot assure you that such arrangements will lead to definitive agreements. If we are unable to complete these arrangements in a timely manner and on terms favorable to us, our business will be adversely affected.

We have engaged in negotiations with a number of companies and have agreed to preliminary terms regarding the development and commercialization of certain products produced using our process technologies. We may be unable to negotiate final terms in a timely manner, or at all, and there is no guarantee that the terms of any final, definitive, binding agreement will be the same or similar to those currently contemplated in a preliminary agreement. Final terms may be less favorable to us than those set forth in the preliminary agreements. Delays in negotiating final, definitive, binding agreements could slow the development and commercialization of products produced using our process technologies. Failure to agree to final terms for the development and commercialization of such products could prevent us from growing our business, result in wasted resources and cause us to consume capital significantly faster than we currently anticipate.

We continue to face significant risks associated with our international expansion strategy.

We are continuing to seek new opportunities to produce and commercialize products using our process technologies outside the United States through entering into licensing and co-development arrangements with new and existing industry partners. Our international business operations are subject to a variety of risks, including:

•

challenges associated with operating in diverse cultural and legal environments, including legal restrictions that impact our ability to enter into strategic partnering arrangements;

​

•

the need to comply with a variety of U.S. laws applicable to the conduct of overseas operations, including export control laws and the Foreign Corrupt Practices Act and local law requirements;

​

•

our ability, or reduced ability, to protect our intellectual property in certain countries;

​

 

55

 

•

potential for longer sales cycles in certain countries;

​

•

changes in or interpretations of foreign rules and regulations that may adversely affect our or our industry partners’ ability to produce or sell products manufactured using our process technologies or repatriate profits to the United States;

​

•

economic, political or social instability in foreign countries;

​

•

difficulties in staffing and managing foreign and geographically dispersed operations including our ongoing operations and planned operational growth in China;

​

•

changes in demand for products produced using our process technologies in international markets;

​

•

the imposition of tariffs and other foreign taxes;

​

•

the imposition of limitations on, or increase of, withholding and other taxes on remittances and other payments by foreign subsidiaries or joint ventures;

​

•

limitations on the production or movement of genetically engineered products or processes and the production or sale of products or processes manufactured using genetically engineered products, into, out of and within foreign countries; and

​

•

the availability of government subsidies or other incentives that benefit competitors in their local markets that are not available to us.

​

Our inability to overcome these obstacles could harm our business, financial condition and operating results. Even if we are successful in managing these obstacles, our industry partners internationally are subject to these same risks and may not be able to manage these obstacles effectively.

Construction of our or our partners’ plants may not be completed in the expected timeframe or in a cost-effective manner. Any delays in the construction of plants could severely impact our business, financial condition, results of operations and prospects.

Our projected financial performance and results of operations depend on our ability and our partners’ abilities to construct several commercial scale plants. With respect to these future plants, we and our partners also do not have agreements with engineering, procurement or construction firms. Consequently, we cannot predict on what terms such firms may agree to design and construct future plants.

If we and our partners are unable to construct these plants within the planned timeframes, in a cost-effective manner or at all due to a variety of factors, including, but not limited to, a failure to acquire or lease land on which to build plants, a stoppage of construction as a result of the COVID-19 pandemic, the imposition or heightening of sanctions or other economic or military measures in relation to the current Russia-Ukraine conflict, unexpected construction problems, permitting and other regulatory issues, severe weather, labor disputes, and issues with subcontractors or vendors, including payment disputes, our business, financial condition, results of operations and prospects could be severely impacted.

The construction and commission of any new project is dependent on a number of contingencies some of which are beyond our and our partners’ control. There is a risk that significant unanticipated costs or delays could arise due to, among other things, errors or omissions, unanticipated or concealed project site conditions, including subsurface conditions and changes to such conditions, unforeseen technical issues or increases in plant and equipment costs, insufficiency of water supply and other utility infrastructure, or inadequate contractual arrangements. Should these or other significant unanticipated costs arise, this could have a material adverse impact on our business, financial condition, results of operations and prospects. No assurance can be given that construction will be completed on time or at all, or as to whether we and our partners will have sufficient funds available to complete construction.

Failure to continuously reduce operating and capital costs for our and our partners’ facilities that deploy our process technologies may impact adoption of our process technologies and could severely impact our business, financial condition, results of operations and prospects.

As of the date of this proxy statement/prospectus, 12 commercial facilities are either in engineering or under construction utilizing our technology. We anticipate the deployment of numerous commercial facilities

 

56

 

to accelerate the commercialization of our process. If we are unable to adequately reduce and control the operating and capital costs of our and our partners’ facilities that deploy our process technologies, we will be unable to realize manufacturing volume and cost targets. We and our partners may have to significantly reduce our spending, delay or cancel our planned activities or substantially change our current business model. This could reduce the market adoption of our process technologies and products, damage our reputation with current or prospective industry partners and investors, and harm our business, financial condition, results of operations and prospects.

Maintenance, expansion and refurbishment of our and our partners’ facilities, the construction of new facilities and the development and implementation of our new process technologies or new aspects of our existing process technologies involve significant risks.

Our facilities and our partners’ facilities may require regular or periodic maintenance, upgrading, expansion, refurbishment or improvement. Any unexpected operational or mechanical failure, including failure associated with breakdowns and forced outages, could reduce the facilities’ production capacity below expected levels, which would reduce our and our partners’ production capabilities and ultimately our revenues. Unanticipated capital expenditures associated with maintaining, upgrading, expanding, repairing, refurbishing, or improving facilities may also reduce our profitability. Our facilities and our partners’ facilities may also be subject to unanticipated damage as a result of natural disasters, terrorist attacks or other events.

If we or our partners make any major modifications to facilities, such modifications likely would result in substantial additional capital expenditures and could prolong the time necessary to bring the facility online. We or our partners may also choose to refurbish or upgrade facilities based on our assessment that such activity will provide adequate financial returns. However, such activities require time for development and capital expenditures before commencement of commercial operations, and key assumptions underpinning a decision to make such an investment may prove incorrect, including assumptions regarding construction costs and timing, which could harm our business, financial condition, results of operations and cash flows.

The construction of new manufacturing facilities entails a number of risks and assumptions, including the ability to begin production within the cost and timeframe estimated and to attract a sufficient number of skilled workers to meet the needs of the new facility. Additionally, our and our partners’ assessment of the projected benefits associated with the construction of new manufacturing facilities is subject to a number of estimates and assumptions, which in turn are subject to significant economic, competitive and other uncertainties that are beyond our control. If we or our partners experience delays or increased costs, our estimates and assumptions are incorrect, or other unforeseen events occur, our business, ability to supply our industry partners, financial condition, results of operations and cash flows could be adversely impacted.

Finally, we may not be successful or efficient in developing or implementing new processes technologies or new aspects of our existing process technologies. Innovation in production processes involves significant expense and carries inherent risks, including difficulties in designing and developing new process technologies, development and production timing delays, lower than anticipated manufacturing yields, and product defects. Disruptions in the production process can also result from errors, defects in materials, delays in obtaining or revising operating permits and licenses, returns of product from our industry partners, interruption in our supply of materials or resources, and disruptions at our or our partners’ facilities due to accidents, maintenance issues, or unsafe working conditions, all of which could affect the timing of production ramps and yields. Production issues can lead to increased costs and may affect our and our partners’ ability to meet product demand, which could adversely impact our business and results from operations.

Our commercial success may be influenced by the price of fossil feedstocks relative to the price of our waste-based feedstocks.

Our commercial success may be influenced by the cost of our and our partners’ products produced using our process technologies relative to fossil feedstock-based products. The cost of fossil feedstock-based products is in part based on the price of fossil feedstocks, which are subject to historically fluctuating prices. If the price of waste-based feedstocks increases and/or the price of fossil feedstocks decreases, products produced using our process technologies may be less competitive relative to fossil feedstock-based

 

57

 

products. A material decrease in the cost of conventional fossil feedstock-based products may require a reduction in the prices of products produced using our process technologies for them to remain attractive in the marketplace and may negatively impact our revenues.

Fluctuations in the prices of waste-based feedstocks used to manufacture the products produced using our process technologies may affect our or our industry partners’ cost structure, gross margin and ability to compete.

The cost to produce the products we commercialize with our industry partners is highly dependent on the cost and usage of various waste-based feedstocks. The prices of many of these feedstocks are cyclical and volatile. An increase in the price of the waste-based feedstocks used to manufacture the products produced using our process technologies would likely change our or our industry partners’ cost structure and impact our gross margin. At certain levels, waste-based feedstock prices may make the products produced using our process technologies uneconomical to manufacture.

Although there may be indices that show the pricing of the feedstock used for production that closely track to products produced using our process technologies, there are no assurances that these indices will be valid or, if valid, that current prices will not later change. In addition, we may underestimate the volume of feedstock required to operate at commercial scale. For example, although the feedstock usage quantities are based on predictable chemical reactions, the actual consumption required to produce SAF on a commercial scale may be greater, affecting production cost and impacting production volumes. We cannot control the cost of these feedstocks, and we could underestimate feedstock pricing and volume requirements. These uncertainties could affect our costs, or the costs of our industry partners, and our gross margin. Although we believe that our process technologies can operate on multiple feedstocks in the event that prices of specific feedstocks fluctuate, we have not tested this on a commercial scale and cannot guarantee that feedstocks are interchangeable without requiring significant alterations to our process technologies.

Declines in the prices of feedstocks our competitors use to produce their products could allow them to reduce the prices of their products, which could cause us or our industry partners to reduce the prices of the products produced using our process technologies. This could make it uneconomical for our partners to produce products using our process technologies.

The cost to produce the products our competitors and our industry partners’ competitors are commercializing and attempting to commercialize is highly dependent on the cost and usage of various feedstocks. The cost to produce ethanol by our competitors is highly dependent on the prices of corn, sorghum, barley, sugar cane and sugar beets. The prices of many of these feedstocks are cyclical and volatile. Declines in the prices of the feedstocks our competitors use to produce their products could allow our competitors to reduce the prices of their products. This in turn could cause our industry partners to have to reduce the prices of any competing products that are commercialized using our process technologies, or make it uneconomical for our partners to produce products using our process technologies, which would reduce the revenues we generate in connection with our partners’ sale of such products. Even the perception of future declines in the feedstocks our competitors utilize may adversely affect the prices our industry partners can obtain from our industry partners or prevent potential industry partners from entering into agreements to buy products produced using our process technologies.

If the availability of the waste-based feedstocks used in our process technologies declines or competition for them increases, we or our business partners may experience delayed or reduced production or be required to raise the prices of the products produced using our process technologies, either of which could reduce the demand for the products produced using our process technologies and our revenue.

The production of products using our process technologies will require large volumes of waste-based feedstocks. We cannot predict the future availability of any waste-based feedstock necessary to produce products using our process technologies. The supply of waste-based feedstocks might be impacted by a wide range of factors, including increased competition, weather conditions, natural disasters, droughts, floods, changes in the waste-producing industries, the imposition or heightening of sanctions or other economic or military measures in relation to the current Russia-Ukraine conflict, or government policies and subsidies. Declines in the availability of the waste-based feedstocks used to produce products using our process technologies could cause delays or reductions in production, increases in the prices of products produced

 

58

 

using our process technologies, and reductions in demand for products produced using our process technologies, resulting in reduced revenue for us.

We compete in an industry characterized by rapidly advancing technologies, intense competition and a complex intellectual property landscape, and our failure to successfully compete with other companies in our industry may have a material adverse effect on our business, financial condition and results of operations and market share.

While we do not believe we have any direct competitors, there can be no assurance that we will not have direct competition in the future, that such competitors will not substantially increase the resources devoted to the development and marketing of their products and services that compete with us, or that new or existing competitors will not enter the market in which we are active.

We face substantial indirect competition from many different sources, including companies that enjoy competitive advantages over us, such as greater financial, research and development, manufacturing, personnel and marketing resources, greater brand recognition, stronger historical relationships with their customers and more experience and expertise in intellectual property rights and operating within certain international locations.

These competitors may introduce competing products without our prior knowledge and without our ability to take preemptive measures in anticipation of their commercial launch. Competition may increase further as a result of greater availability of capital for investment and increased interest in our industry as more companies seek to facilitate the development of a circular carbon economy. Our competitors may succeed in developing, acquiring or licensing on an exclusive or non-exclusive basis technologies that are more effective or less costly than those we have developed. Our failure to successfully compete may have a material adverse effect on our business, financial condition and results of operations and diminish our market share.

Technological innovation by others could render our technology and the products produced using our process technologies obsolete or uneconomical.

The fuel and chemical industries are characterized by rapid and significant technological change. Our success will depend on our ability to maintain a competitive position with respect to technological advances. Our technology and the products derived from our technology may be rendered obsolete or uneconomical by technological advances by others, more efficient and cost-effective products, or entirely different approaches developed by one or more of our competitors or other third parties. Though we plan to continue to expend significant resources to enhance our technology platform and processes, there are no assurances we will be able to keep pace with technological change.

Our financial results could vary significantly from quarter to quarter and are difficult to predict.

Our financial results could vary significantly from quarter to quarter because of a variety of factors, many of which are outside of our control and are difficult to predict. As a result, comparing our results of operations on a period-to-period basis may not be meaningful. In addition to the risk factors stated herein, other factors that could cause our quarterly results of operations to fluctuate include:

•

achievement of, or failure to achieve, technology or product development milestones needed to allow us to enter identified markets on a timely and cost-effective basis;

​

•

delays or greater than anticipated expenses associated with the scale-up and the commercialization of process technologies to produce new products;

​

•

changes in the amount that we invest to develop, acquire or license new technologies and processes;

​

•

our ability to successfully enter into partnering arrangements, and the terms of those relationships (including levels of related capital contributions);

​

•

fluctuations in the prices or availability of the feedstocks required to produce products using our process technologies or those of our competitors;

​

 

59

 

•

changes in the size and complexity of our organization, including our expanded operations as a public company;

​

•

changes in general economic, industry and market conditions, both domestically and in our foreign markets;

​

•

business interruptions, including disruptions in the production process at any facility where products produced using our process technologies are manufactured;

​

•

departure of executives or other key management employees;

​

•

changes in the needs for the products produced using our process technologies;

​

•

the development of new competitive technologies or products by others and competitive pricing pressures;

​

•

the timing, size and mix of sales to our industry partners for products produced using our process technologies;

​

•

seasonal production and the sale of products produced using our process technologies; and

​

•

changes in governmental, accounting and tax rules and regulations, environmental, health and safety requirements, and other rules and regulations.

​

Due to these and other factors, our financial results for any quarterly or annual period may not meet our expectations or the expectations of our investors and may not be meaningful indications of our future performance.

Our financial projections may differ materially from actual results.

The financial projections included in this proxy statement/prospectus are based on our estimates and assumptions as of the date of this proxy statement/prospectus concerning various factors which are subject to significant risks and uncertainties, many of which are beyond our control, and therefore actual results may differ materially. These estimates and assumptions include, among others: estimates of the total addressable market for products produced using our process technologies; assumptions regarding industry partner demand and performance under existing agreements and industry partner agreements currently under negotiation; estimates of the rate at which project starts can be achieved; assumptions regarding our ability to identify and convert new customers; estimates of our ability to retain and add capacity with existing customers; assumptions regarding our ability to negotiate and structure product offtake; estimates of the rate and timelines at which certain project development milestones can be achieved; assumptions regarding our ability to scale production to meet current and future demand; and assumptions regarding research, product development, product timelines, operational execution and demand. These estimates and assumptions are subject to various factors beyond our control, including, for example, changes in industry partner demand, changes in the supply of feedstock, increased construction costs for our plants, changes in the regulatory environment, the impact of global health crises (including the COVID-19 pandemic), the imposition or heightening of sanctions or other economic or military measures in relation to the current Russia-Ukraine conflict, and changes in our executive team. Notably, our financial projections reflect assumptions regarding contracts that are currently under negotiation with, as well as indications of interest from, potential industry partners who may withdraw at any time. Accordingly, our future financial condition and results of operations may differ materially from our projections included in this proxy statement/​prospectus. Except to the extent required by applicable law, neither we nor AMCI have any duty to update the financial projections included in this proxy statement/prospectus. Our failure to achieve our projected results could harm the trading price of the Combined Company’s securities and our financial position following the completion of the Business Combination.

We may require substantial additional financing to fund our operations and complete the development and commercialization of the process technologies that produce each of our products or new aspects of our existing process technologies that produce each of our products, and we may not be able to do so on favorable terms.

Our operations have consumed substantial amounts of cash since inception, and we expect to substantially increase our spending, in particular, as we:

 

60

 

•

enter into and engage in strategic partnering arrangements to produce products cost-effectively at acceptable quality levels and price points, including making capital contributions for the construction of certain plants;

​

•

invest in developments with respect to our existing process technologies in order to increase their effectiveness or reduce related capital expenditures;

​

•

expand our research and development efforts;

​

•

grow our business organization;

​

•

pursue select co-development opportunities;

​

•

seek to identify additional market opportunities for the products produced using our process technologies; and

​

•

pursue partnering arrangements.

​

We believe our existing cash and cash equivalents will be sufficient to fund our operations for at least 12 months from the date of this proxy statement/prospectus. However, changing circumstances may cause us to consume capital significantly faster than we currently anticipate, and we may need to spend more money than currently expected because of circumstances beyond our control. Moreover, we and our industry partners may experience delays in the production of commercial quantities of products, in a manner that is cost-effective and at suitable quality levels, which would postpone our ability to generate revenue associated with the sale of such products. Securing additional financing could require a substantial amount of time and attention from our management and may divert a disproportionate amount of its attention away from our business activities, which may adversely affect our ability to conduct our day-to-day operations. In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all.

If we are unable to raise additional capital when required or on acceptable terms, we may be required to:

•

delay or suspend some or all of our commercialization efforts;

​

•

decrease or abandon some or all of our research and development efforts;

​

•

decrease the financial resources dedicated to our partnering efforts, which may substantially postpone the development, manufacture, marketing or sale of existing and future products produced using our process technologies; and

​

•

suspend the growth of our organization.

​

To raise additional funds to support our business operations, we may sell additional equity, or convertible debt securities, which would result in the issuance of additional shares of our capital stock and dilution to our stockholders. The incurrence of indebtedness would result in increased fixed payment obligations and could also result in certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we will be prevented from pursuing discovery, development and commercialization efforts and our ability to generate revenues and achieve or sustain profitability will be substantially harmed.

If we are unable to manage our growth and expand our operations successfully, our reputation and brand may be damaged and our business and results of operations may be harmed.

Over the past several years, we have experienced significant expansion of our business. We expect this growth to continue and accelerate in the future in connection with our commercialization efforts, expanded research and development activities, and as we transition to operating as a public company. Our ability to effectively manage our anticipated growth and expansion of our operations will require us to do, among other things, the following:

 

61

 

•

enhance our operational, financial and management controls and infrastructure, human resource policies, and reporting systems and procedures;

​

•

effectively scale our operations;

​

•

successfully identify, recruit, hire, train, maintain, motivate and integrate additional employees;

​

•

expand our facilities and equipment; and

​

•

effectively manage and maintain our corporate culture.

​

These enhancements and improvements will require significant capital expenditures and allocation of valuable management and employee resources, and our growth will continue to place a strain on our operational, financial and management infrastructure. Our future financial performance and our ability to execute on our business plan will depend, in part, on our ability to effectively manage any future growth and expansion. There are no guarantees we will be able to do so in an efficient or timely manner, or at all. Our failure to effectively manage growth and expansion could have a material adverse effect on our business, results of operations, financial condition, prospects and reputation.

If we lose key personnel or are unable to attract, integrate and retain additional key personnel, it could harm our research and development efforts, delay the commercialization of the new process technologies or the new aspects of our existing process technologies, delay the launch of process technologies in our development pipeline and impair our ability to meet our business objectives.

Our business involves complex operations spanning a variety of disciplines and demanding a management team and employee workforce that is knowledgeable in the many areas necessary for our operations. The loss of any key member of our management team or key research and development or operational employees, or the failure to attract and retain such employees, could prevent us from developing and commercializing new process technologies or the new aspects of our existing process technologies, delay the launch of process technologies in our development pipeline and impair our ability to meet our business objectives.

We may not be able to attract or retain qualified employees due to the intense competition for qualified personnel among technology-based businesses, or due to the scarcity of personnel with the qualifications or experience necessary for our business. Hiring, training and successfully integrating qualified personnel into our operations can be a lengthy and expensive process, and efforts to integrate such personnel may not be successful. The market for qualified personnel is very competitive because of the limited number of people available with the necessary technical skills and understanding of our technology, and given the number of companies in this industry seeking this type of personnel. If we are not able to attract, integrate and retain the necessary personnel to accomplish our business objectives, we may experience staffing constraints that will adversely affect our ability to support our internal research and development programs. In particular, our production process development, process engineering, research and development, and plant operations programs are dependent on our ability to attract, integrate and retain highly skilled scientific, technical and operational personnel. Competition for such personnel from numerous companies and academic and other research institutions may limit our ability to do so on acceptable terms, or at all. As we continue to expand our international operations, these personnel-related risks will increase and we will face additional geography-specific challenges, such as challenges hiring, training, and relocating employees to specific regions or countries and differing tax and regulatory regimes.

Even if we successfully develop process technologies that produce products meeting our industry partners’ specifications, the adoption of such process technologies by our industry partners may be delayed or reduced, or our costs may increase, due to customer qualification, negative life cycle assessment or capital investment procedures.

Even if the products produced using our process technologies are produced at contractual or targeted specifications, as the case may be, we or our industry partners may face delays or reduced demand for such products related to current or future customer qualification trials that could take several months, complicated life cycle assessments, or capital investment procedures. For the products produced using our process technologies to be accepted, our industry partners may need to test and certify them for use in their processes

 

62

 

and, in some cases, determine whether products that contain the products produced using our process technologies satisfy additional third-party specifications. We may need to demonstrate to our industry partners that the products produced using our process technologies do not contain impurities that cause such products to behave differently than their traditional equivalents in a way that impacts their end-product quality. Our industry partners, in turn, may need to validate the use of the products produced using our process technologies for third parties. Our products may require lengthy and complex life cycle assessments to evaluate the potential environmental impacts of the products through their entire life cycles, covering all relevant inputs from, and emissions into, the environment. Our industry partners’ customers may need to engage in capital investment procedures to assess their abilities to invest in our products, which may result in those customers determining not to allocate their resources to purchasing our products. Meeting these suitability standards could be a time-consuming and expensive process, and our industry partners may invest substantial time and resources into such qualification efforts without ultimately securing approval by their customers. This could materially and adversely impact our revenues until customer qualification, positive life cycle assessment or capital investment procedures are achieved and maintained.

Failure of LanzaJet to complete its initial facility or failure of third parties to adopt the LanzaJet process in their commercial facilities for the production of SAF could result in us never owning a majority stake in LanzaJet and may severely impact our business, financial condition, results of operations and prospects.

Pursuant to the LanzaJet Investment Agreement, described in more detail in the section entitled “Information About LanzaTech — Key Collaboration Agreements — LanzaJet Agreements — LanzaJet Amended and Restated Investment Agreement,” Mitsui, Suncor Energy Inc. (“Suncor”), British Airways PLC, a subsidiary of International Consolidated Airlines Group (“British Airways”) and Shell Ventures LLC (“Shell”) have committed to invest in LanzaJet a total of up to $120 million in second tranche investments upon the achievement of certain development milestones relating to an initial demonstration facility located at the LanzaTech Freedom Pines Biorefinery in Soperton, Georgia (the “Soperton facility”). $45 million has already been invested in setting up LanzaJet and in constructing the Soperton facility. Our partners have likewise agreed to determine the feasibility of developing additional potential facilities for the commercial scale production of alcohol-to-jet (“ATJ”) fuel.

Although LanzaJet is currently working with the partners mentioned above to confirm project locations and solidify the appropriate project structures, and we are developing projects ourselves to construct and operate facilities that would use the LanzaJet process, there is no guarantee that these facilities will be completed or that third parties will adopt the LanzaJet process in their commercial facilities for the production of SAF. The failure of LanzaJet to complete its initial facility or of third parties to adopt the LanzaJet process in their commercial facilities could severely impact our business, financial condition, results of operations and prospects.

Furthermore, we currently have a 25% voting interest in LanzaJet and are not currently able to make decisions on behalf of LanzaJet without support from other shareholders. We will remain a minority shareholder in LanzaJet unless we are issued shares pursuant to the LanzaJet Amended and Restated Investment Agreement upon the closing of at least two of the second tranche investments by any of Mitsui, Suncor, British Airways and Shell. The conditions for these second tranche investments include performance requirements at the Soperton facility, regulatory approvals, the negotiation of additional agreements and other conditions which are outside our control. These conditions have not been, and may never be, met. As such, we cannot guarantee when or whether we will become majority shareholders in, or exercise control over, LanzaJet at any time in the future.

LanzaJet has an exclusive license to some of our intellectual property related to SAF.

In connection with the LanzaJet Investment Agreement, we entered into an intellectual property and technology license agreement (the “LanzaJet License Agreement”) with LanzaJet, Inc. (“LanzaJet”). Pursuant to the LanzaJet License Agreement, we granted to LanzaJet a perpetual, worldwide, non-transferrable, irrevocable, royalty-free, sublicensable, exclusive license to certain intellectual property related to the conversion of ethanol to fuel. This license is exclusive including as to us. With the exception of certain pre-existing SAF obligations and development projects for which we have already been granted sublicenses, we are unable to undertake new SAF production opportunities using the licensed intellectual property, or otherwise

 

63

 

use such intellectual property for the conversion of ethanol to fuel, without the prior consent of LanzaJet while the LanzaJet License Agreement is in effect. We cannot guarantee that LanzaJet would grant such consent or otherwise agree to grant to us a license of intellectual property and our receipt thereof would depend on negotiations with our fellow shareholders of LanzaJet.

In connection with the LanzaJet Shareholder Loan described in more detail in the section entitled “Certain Relationships and Related Party Transactions — LanzaTech — Related Stockholder Agreements — LanzaJet Shareholder Loan” LanzaJet collaterally assigned its license from LanzaTech to secure the LanzaJet Freedom Pines Fuels LLC (“FPF”) shareholder debt. In the event of a default by FPF, LanzaJet shareholders could prevent LanzaJet from funding FPF to cure its default and ultimately foreclose on LanzaJet’s license.

Our and our industry partners’ failure to accurately forecast demand for any product produced using our process technologies could result in an unexpected shortfall or surplus that could negatively affect our results of operations.

Because of the length of time it takes to develop and commercialize the products produced using our process technologies, we and our industry partners must make development and production decisions well in advance of commercial production and sale of such products. Our and our industry partners’ ability to accurately forecast demand for any of the products produced using our process technologies that are commercialized can be adversely affected by a number of factors, many of which are outside of our control, including actions by our competitors, changes in market conditions, environmental factors and adverse weather conditions. A shortfall or surplus in the supply of products produced using our process technologies may reduce our revenues, damage our reputation and adversely affect industry partner relationships, which could harm our business, results of operations and financial condition.

Our success is highly dependent on our ability to maintain and efficiently utilize our technology platform, and to effectively identify potential products for which to develop and commercialize new process technologies, and problems related to our technology platform could harm our business and result in wasted research and development efforts.

We are highly dependent on our technology platform for the development and commercialization of products and new process technologies. If we experience challenges in our technology platform, such as problems with engineering new microbes, or if we encounter problems interpreting and analyzing data using our process technologies, our business and ability to compete may be harmed and our financial condition negatively affected.

We may not be successful in identifying new market opportunities and needs and developing our technology platform, or process technologies to produce products to meet those needs, which would limit our prospects and lead to greater dependency on the success of a smaller number of target products.

The success of our business model depends in part on our ability to identify new market opportunities and needs for our technology platform, or process technologies to produce products to meet those needs. The manufacturing technologies we research and develop are new and continuously changing and advancing. The products that are derived from these technologies may not be applicable or compatible with demands in existing or future markets. Furthermore, we may not be able to identify new opportunities as they arise for products since future applications of any given product may not be readily determinable, and we cannot reasonably estimate the size of any markets that may develop. If we are not able to successfully identify new market opportunities and needs and develop new technologies, processes or products to meet those needs beyond those we currently develop, we may be unable to expand our business and will therefore be highly dependent on the revenues related to the products that can currently be produced using our process technologies.

Our failure or the failure of our industry partners to realize expected economies of scale could limit our or our partners’ ability to sell products produced using our process technologies at competitive prices, negatively impact our ability to enter into other strategic arrangements and the potential for other industry partners to adopt our process technologies, and materially and adversely affect our business and prospects.

We and our industry partners may be unable to realize expected economies of scale in connection with scale up and commercialization efforts. The failure to achieve these efficiencies or realize these expected

 

64

 

benefits could negatively impact our or our industry partners’ ability to sell products produced using our process technologies at competitive prices, negatively impact our ability to enter into other strategic arrangements and the potential for other industry partners to adopt our process technologies, and materially and adversely affect our business and prospects.

Our microbial protein products business, which allows for the extraction of spent microbes that contain protein and other valuable nutrients which can then be used in numerous applications, may not develop as currently expected.

Microbial protein is composed of spent microbes from LanzaTech commercial facilities. These microbes are comprised of proteins and other valuable nutrients and have performed the task of gas fermentation, have been extracted from the relevant commercial unit and are no longer viable. These materials can be isolated and used in numerous applications, including feed products for livestock and fish, fertilizers for agricultural applications, and protein extract-based products. While we believe many of these markets are large and diverse, with stakeholders actively seeking sustainable and nutritious inputs, we cannot be certain that these markets will materialize or that customers will purchase our protein products in sufficient quantities. With only one commercial customer that is currently selling residual microbial protein as a component in fish and livestock feed products, this business has a limited commercial history. Our protein products business may not develop to the extent currently expected, which may adversely affect our business and prospects.

Natural or man-made disasters, social, economic and political instability, and other similar events may significantly disrupt our and our industry partners’ businesses, and negatively impact our results of operations and financial condition.

Our corporate headquarters are located in Skokie, Illinois and we work with industry partners in multiple other locations, including in China, Japan, India, Canada, Australia, Italy, Spain, UK, Netherlands and South Africa. These locations, in particular a number of our current and potential non-U.S. locations, may be subject to social, economic and political instability, such as social uprisings. Any of our or our industry partners’ facilities may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, tornadoes, hurricanes, wildfires, floods, tsunamis, nuclear disasters, acts of terrorism or other criminal activities, the imposition or heightening of sanctions or other economic or military measures in relation to the current Russia-Ukraine conflict, infectious disease outbreaks and power outages, which may render it difficult or impossible for us or our industry partners to operate our businesses for some period of time. Our and our industry partners’ facilities would likely be costly to repair or replace, and any such efforts would likely require substantial time. Any disruptions in our or our industry partners’ operations could negatively impact our business and results of operations, and harm our reputation. Our or our industry partners’ disaster recovery plans may not be sufficient to address an actual disaster, in particular any events that negatively impact our or our industry partners’ physical infrastructures. In addition, we and our industry partners may not carry sufficient business insurance to compensate for losses that may occur. Any such losses or damages could have a material adverse effect on our results of operations and financial condition, and success as an overall business.

Governmental programs designed to incentivize the production and consumption of low-carbon fuels and carbon capture and utilization, may be implemented in a way that does not include products produced using our novel technology platform and process technologies or could be repealed, curtailed or otherwise changed, which would have a material adverse effect on our business, results of operations and financial condition.

We and other participants in the biomass-based and low-carbon fuel industry rely on governmental programs requiring or incentivizing the production and consumption of fuels with lower carbon intensity than conventional fossil fuels and carbon capture and utilization. Biomass-based and low-carbon fuel has historically been more expensive to produce than petroleum-based fuel and these governmental programs support a market for biomass-based and low-carbon fuel that might not otherwise exist.

One of the most important of these programs is the Renewable Fuel Standard II (“RFS II”), a Federal law which requires that transportation fuels in the United States contain a minimum amount of renewable fuel. This program is administered by the Environmental Protection Agency (“EPA”). The EPA’s authority includes setting annual minimum aggregate levels of consumption in four “nested” renewable fuel

 

65

 

categories, including categories in which our fuel competes (including advanced biofuel, biomass-based diesel and cellulosic biofuel). The parties obligated to comply with this renewable volume obligation (“RVO”), are petroleum refiners and petroleum fuel importers. The petroleum industry is strongly opposed to the RFS II program and can be expected to continue to press for changes both in the RFS II program itself and in the way that it is administered by the EPA. The EPA has not approved LanzaTech-derived ethanol from industrial emissions as a Renewable Identification Number (“RIN”) generating fuel (i.e., a fuel that generates credits) under the RFS II program.

The United States Congress could repeal, curtail or otherwise change the RFS II program in a manner adverse to us, such as by excluding products produced using our novel technology platform and process technologies. Similarly, the EPA could curtail or otherwise change its administration of the RFS II program in a manner adverse to us, including by not increasing or even decreasing the RVO, by waiving compliance with the RVO or otherwise. Furthermore, judicial review of the EPA’s actions, including any judicial decisions that the EPA failed to adequately evaluate the environmental impacts of RFS II, could create uncertainty in the administration of the RFS II program. In addition, while Congress specified RFS II volume requirements through 2022 (subject to adjustment in the rulemaking process), beginning in 2023 required volumes of renewable fuel will be largely at the discretion of the EPA (in coordination with the Secretary of Energy and Secretary of Agriculture), which must set the volumes after evaluating a set of particular statutory factors. We cannot predict what changes, if any, will be instituted or the impact of any changes on our business, although adverse changes could seriously harm our business, results of operations and financial condition.

The California Low Carbon Fuel Standard (“LCFS”), is another program that provides a strong incentive for production of renewable diesel and alternative jet fuel, and fuels produced through methods involving carbon capture and utilization. The LCFS could be repealed or amended in a manner that eliminates or reduces this incentive, or could be implemented in a way that excludes or negatively affects products produced using our novel technology platform, such as by assigning a lower carbon intensity to a fuel pathway produced using a competitor’s technology.

Additionally, while the efforts of other jurisdictions to mitigate climate change are expected to result in the adoption of similar programs as the RFS II program or LCFS, increasing stakeholder scrutiny of the greenhouse gas (“GHG”), reduction benefits attributable to low-carbon fuels production and consumption could dampen interest in the adoption of similar programs. While the products produced using our process technologies generally compare favorably with conventional low-carbon fuels, public sentiment against reliance upon low-carbon fuels or carbon capture and utilization as pathways to deep decarbonization could adversely affect our market opportunities.

Any decline in the value of carbon credits or other incentives associated with products produced using our process technologies could harm our results of operations, cash flow and financial condition.

The value of products produced using our process technologies may be dependent on the value of carbon credits, programs relating to low-carbon materials and products standards and other similar regulatory regimes or the implicit value of decarbonized materials. The value of these credits fluctuates based on market and regulatory forces outside of our control. There is a risk that the supply of low-carbon alternative materials and products outstrips demand, resulting in the value of carbon credits declining. Any such declines could mean that the economic benefits from our industry partners’ efforts to de-carbonize their operations might not be realized. Any decline in the value of carbon credits or other incentives associated with products produced using our process technologies could harm our results of operations, cash flow and financial condition. The value of carbon credits and other incentives may also be adversely effected by legislative, agency, or judicial determinations.

We expect to rely on a limited number of industry partners for a significant portion of our near-term revenue.

We currently have agreements with a limited number of industry partners, including Suncor, IndianOil Corporation Limited (“IndianOil”), Mitsui, Sekisui Chemical Co., Ltd. (“Sekisui”) and the Shougang Joint Venture, from which we expect to generate most of our revenues through the end of 2023. Entities in which the Shougang Joint Venture holds a controlling interest operate the three currently operating commercial scale facilities that produce low carbon ethanol using our process technology. In addition, a

 

66

 

commercial scale facility is in advanced stages of construction by our partner ArcelorMittal. The facility is expected to begin commissioning in the coming months. The loss of one or more of our industry partners, a substantial reduction in the scope of their projects, their failure to exercise customer options, their unwillingness to extend contractual deadlines if we are unable to meet production requirements, their inability to perform under their contracts or a significant deterioration in their financial condition could harm our business, results of operations and financial condition. If we fail to perform under the terms of these agreements, the industry partners could seek to terminate these agreements or pursue damages against us, including liquidated damages in certain instances, which could harm our business.

We and our industry partners are subject to extensive international, national and subnational laws and regulations, and any changes in relevant laws or regulations, or failure to comply with these laws and regulations, could have a material adverse effect on our business and could substantially hinder our and our partners’ ability to manufacture and commercialize products produced using our process technologies.

We and our industry partners are subject to extensive international, national and subnational laws and regulations relating to the production of renewable fuels, the protection of the environment and in support of the ethanol industry at large. These laws, their regulatory requirements and their implementation and enforcement impact our existing and potential business operations by imposing restrictions on our and our industry partners’:

•

existing and proposed business operations or the need to install enhanced or additional controls;

​

•

need to obtain and comply with permits and authorizations;

​

•

liability for exceeding applicable permit limits or legal requirements;

​

•

specifications related to the ethanol and other products we or our industry partners market and produce using our process technologies;

​

•

criteria for assessing the carbon intensity and GHG emissions attributable to fuels produced using our process technologies.

​

In the normal course of business, we and our industry partners may be involved in administrative or legal proceedings under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976 (“RCRA”) in the United States, and similar environmental laws across the globe relating to the designation of certain sites for investigation or remediation with respect to environmental risks, the disposal of hazardous waste, and reduction of the hazards associated with storage, handling and transportation of the products we and our industrial partners produce. Potential consequences of these proceedings can include the need to pay for remediation of contaminated sites, the costs of which can be significant and uncertain.

Likewise, in the normal course of business, we and our industry partners may need to obtain and comply with air emissions permits pursuant to the Clean Air Act of 1963 and water discharge permits pursuant to the Clean Water Act of 1972 in the United States, and similar environmental permits and authorizations across the globe relating to air and water emissions. Potential changes to regulatory, permit and authorization standards, requirements or processes may result in uncertainty and additional costs for us and our industry partners.

Furthermore, GHG emissions are subject to environmental laws and regulations in the various jurisdictions in which we and our industry partners have operations. Some of our and our industry partners’ operations are within jurisdictions that have or are developing regulatory regimes governing emissions of GHGs, including carbon dioxide (“CO2”). These include existing coverage under the European Union Emission Trading System, the California cap and trade scheme, India’s Performance, Achieve and Trade scheme, South Africa’s Trade Exposure and Greenhouse Gas Benchmark Regulations, the Tokyo Cap-and-Trade Program, China’s Emission Trading Scheme, related subnational programs and any potential expansions of these policies or related policies. In addition, the EPA requires mandatory reporting of GHG emissions and is regulating GHG emissions for new construction and major modifications to existing facilities. The EPA and California also regulate the amount of GHGs that may be emitted by new motor vehicles, including passenger cars, and new commercial airplanes. These and related regulations could be implemented and developed in ways that reduce or eliminate reliance on carbon-based fuels in transportation,

 

67

 

for example, by hastening the widespread adoption of electricity or hydrogen as a fuel source, in lieu of low-carbon fuels, for certain categories of transportation vehicles.

Increased public concern surrounding the emission of GHGs may result in more international, national or subnational requirements to reduce or mitigate the effects of GHG emissions. Although uncertain, these developments could increase the costs related to the application of our fermentation technology. Additionally, although governmental policies to reduce GHG emissions may continue to incentivize the production of low-carbon fuels and carbon capture, it is also possible that such policies could be altered in a way that may negatively impact our growth, increase our and our industry partners’ operating costs, or reduce demand for our technology. We cannot predict the manner or extent to which such policy or legislation may affect our industry partners and ultimately harm or help our business or the carbon capture industry in general.

Our business could be affected in the future by additional international, national and subnational regulation, pricing of GHG emissions or other climate change legislation, regulation or agreements. It is difficult at this time to estimate the likelihood of passage, or predict the potential impact, of any additional legislation, regulations or agreements. Potential consequences of new obligations could include increased technology, transportation, material, and administrative costs and may require us to make additional investments in our operations. As we continue distributing our technology to our target markets, international, national or subnational government entities may seek to impose regulations or competitors may seek to influence regulations through lobbying efforts.

Any changes in laws or regulations or failure by us or our industry partners to comply with applicable regulatory laws and regulations could have a material adverse effect on our reputation as well as our business, results of operations and financial condition and could substantially hinder our and our partners’ ability to manufacture and commercialize products produced using our process technologies.

Our success may be dependent on popular, government and corporate sentiment regarding the production of carbon-based fuels and chemicals and the development and deployment of carbon capture and utilization technology.

At present, we believe that popular, government and corporate sentiment largely favors the production of carbon-based fuels and chemicals and the development and deployment of carbon capture and utilization technology, which has led to many national governments’ enactment of policies and incentives that favor the production of the fuels and chemicals we manufacture and the processes we have developed to create them. However, there are a number of scientists, policy makers and other actors who believe carbon capture and utilization technologies will simply prolong the life of high-carbon sectors and impede the transition to renewable energy sources. Such individuals believe that using the carbon capture and utilization process to produce fuels, such as ethanol, simply defers the emission of CO2 into the atmosphere and that anything that promotes the adoption of low-carbon fuels and advanced liquid fuels (other than hydrogen produced via electrolysis) will result in “locking in” a carbon economy from which the world should be moving away. These scientists, policy makers and other actors advocate for the adoption of regulations and incentives that would reduce or eliminate reliance on carbon-based fuels in favor of the adoption of electricity and hydrogen as fuel sources.

If scientists, policy makers and other actors are successful in convincing governments and corporations to enact policies that disfavor, or changes in government administrations result in shifts in policy that disincentivize, the production of carbon-based fuels and the development and deployment of carbon capture and utilization technology, it could negatively impact the demand for products produced using our process technologies and our ability to maintain and develop relationships with our strategic partners, which would harm our business, results of operations and financial condition. The viability of our business model also could be impacted if, over time, popular, government and corporate support gravitates significantly away from the use of carbon-based fuels toward the predominant use of electricity and hydrogen as fuel sources.

We and our industry partners use hazardous materials and must comply with applicable environmental, health and safety laws and regulations. Any claims relating to improper handling, storage or disposal of these materials or noncompliance with applicable laws and regulations could be time consuming and costly and could adversely affect our business and results of operations.

We and our industry partners use hazardous chemicals and biological materials and are subject to a variety of international, national and subnational laws and regulations governing the use, generation,

 

68

 

manufacture, storage, handling and disposal of these materials, including RCRA and the Occupational Safety and Health Act of 1970. Although we and our industry partners have implemented safety procedures for handling and disposing of these materials and waste products, we cannot be sure that our safety measures are compliant with legal requirements or adequate to eliminate the risk of accidental injury or contamination. In the event of contamination or injury, we could be held liable for any resulting damages, and any liability could exceed our insurance coverage. There can be no assurance that neither we nor any of our industry partners will not violate environmental, health and safety laws as a result of human error, accident, equipment failure or other causes.

Compliance with applicable environmental, health and safety laws and regulations is expensive and time consuming, and the failure to comply with past, present or future laws or regulations could result in the imposition of fines, third-party property damage, product liability and personal injury claims, investigation and remediation costs, the suspension of production or a cessation of operations. Our liability in such an event may exceed our total assets. Liability under environmental laws can be joint and several and without regard to comparative fault. Environmental laws and regulations could become more stringent over time, imposing greater compliance costs and increasing risks and penalties associated with violations, which could impair our research, development or production efforts and harm our business. Accordingly, violations of present and future environmental laws or regulations by us or any of our industry partners could restrict our ability to develop and commercialize products using our process technologies, build out or expand facilities, or pursue certain technologies, and could require us and our industry partners to acquire equipment or incur potentially significant costs to comply with environmental regulations. In addition, our hazardous materials and environmental laws and regulations-related risks may augment as we expand our international operations, including imposition of laws and regulations impacting our ability to transfer hazardous chemicals and biological materials between countries.

We may be subject to product liability claims, which could result in material expense, diversion of management time and attention and damage to our business, reputation and brand.

The products produced using our process technologies that we and our industry partners commercialize may contain undetected defects or impurities that are not discovered until after the products have been used by customers or incorporated into products for end-users. This could result in claims from customers or others, damage to our business and reputation and brand or significant costs to correct the defect or impurity. Therefore, the sale of products produced using our process technologies entails the risk of product liability claims. Any product liability claim brought against us, regardless of its merit, could result in material expense, diversion of management time and attention, damage to our business, reputation and brand and cause us to fail to retain existing industry partners or to fail to attract new industry partners.

Ethical, legal and social concerns about genetically engineered products and process technologies that use genetically engineered supplies could limit or prevent the use of products produced using our process technologies and could limit our revenues.

The use of genetically engineered products and process technologies that use genetically engineered supplies is subject to laws and regulations in many countries, including by the EPA under the Toxic Substances Control Act of 1976, some of which are new or still evolving. Public attitudes about the safety and environmental hazards of genetically engineered products and processes, and ethical concerns over genetic research, could influence public acceptance of our technology, processes and products produced using our process technologies that use genetically engineered supplies.

Our ability to develop and commercialize one or more of our technologies or process technologies could be limited by additional factors, including:

•

public attitudes regarding, and potential changes to laws governing, ownership of genetic material, which could harm our intellectual property rights with respect to our genetic material and discourage others from supporting, developing or commercializing products produced using our process technologies; and

​

•

governmental reaction to negative publicity concerning genetically engineered organisms, which could result in greater government regulation of genetic research, greater government regulation of genetic-related feedstock sources, or other adverse governmental regulatory restrictions.

​

 

69

 

The subject of genetically engineered organisms has received negative publicity, which has aroused public debate. This adverse publicity could lead to greater regulation and trade restrictions on imports of genetically engineered products. These trends could result in increased expenses, delays or other impediments to our programs or the public acceptance and commercialization of the products produced using our process technologies.

Our genetically engineered microbes may be subject to regulatory scrutiny and may face future development and regulatory difficulties. Additionally, failure to obtain import permits for all relevant microbes in jurisdictions with our industry partners could adversely affect our business and results of operations.

Some of our genetically engineered microbes may have significantly altered characteristics compared to those found in the wild and may be subject to regulatory scrutiny. As a result, we may be required to implement additional costly measures to obtain and maintain our regulatory permits, licenses, authorizations and approvals. To the extent such regulatory scrutiny or changes impact our ability to execute on existing or new programs for our industry partners, or make doing so more costly or difficult, our business, financial condition, or results of operations may be adversely affected.

Because the use of genetically engineered products and process technologies that use genetically engineered supplies is subject to laws and regulations in many countries, some of which are new or still evolving, regulatory requirements, including those related to import permits, may continue to change in various jurisdictions. If such regulatory requirements prevent us from obtaining import permits for jurisdictions where we have industry partners, such changes may impact our ability to execute on existing or new programs for our industry partners, or make doing so more costly or difficult, which may adversely affect our business, financial condition, results of operations, market share and prospects.

Our government grants are subject to uncertainty, which could harm our business and results of operations.

We have sought and may continue to seek to obtain government grants in the future to offset a portion of the costs of our research and development, commercialization and other activities. We cannot be certain that we will be able to secure any such government grants in a timely fashion, or at all. Moreover, any of our existing grants or new grants that we may obtain may be terminated, modified or recovered by the granting governmental body. If such grant funding is discontinued, our revenue and cash received from grants will decrease. If we do not receive grants we are counting on, our liquidity will be impacted, which will impact our ability to grow or maintain our business.

We may also be subject to additional regulations and audits by government agencies as part of routine audits of our activities funded by our government grants. As part of an audit, these agencies may review our performance, cost structures and compliance with applicable laws, regulations and standards. Funds available under grants must be applied by us toward the research and development programs specified by the granting agencies, rather than for all of our programs generally. If any of our costs are found to be allocated improperly, the costs may not be reimbursed and any costs already reimbursed may have to be refunded. Accordingly, an audit could result in an adjustment to our revenues and results of operations.

The requirements of being a public company may strain our resources and divert management’s attention, and the increases in legal, accounting and compliance expenses that will result from being a public company may be greater than we anticipate.

As a result of the Business Combination, we will become a public company, and as such, will incur significant legal, accounting and other expenses that we did not incur as a private company. We will be subject to the reporting requirements of the Exchange Act, and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the rules and regulations subsequently implemented by the SEC and the listing standards of Nasdaq, including changes in corporate governance practices and the establishment and maintenance of effective disclosure and financial controls. Compliance with these rules and regulations can be burdensome. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our historical legal and financial compliance costs and will make some activities more time-consuming and costly. For example, these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance than

 

70

 

we obtained as a private company, and could also make it more difficult for us to attract and retain qualified members of the New LanzaTech Board as compared to when we were a private company. In particular, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. We need to hire additional accounting and financial staff, and engage outside consultants, all with appropriate public company experience and technical accounting knowledge and maintain an internal audit function, which will increase our operating expenses. Moreover, we could incur additional compensation costs in the event that we decide to pay cash compensation closer to that of other public companies, which would increase our general and administrative expenses and could materially and adversely affect our profitability.

Our management has limited experience in operating a public company.

Our executive officers and directors have limited experience in the management of a publicly traded company subject to significant regulatory oversight and reporting obligations under federal securities laws. Our management team may not successfully or effectively manage our transition to a public company following the Business Combination. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities, which will result in less time being devoted to our management and growth. We may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. It is possible that the Combined Company will be required to expand its employee base and hire additional employees to support its operations as a public company, which will increase its operating costs in future periods.

If we experience a significant disruption in our information technology systems, including security breaches, or if we fail to implement new systems and software successfully, our business operations and financial condition could be adversely affected.

We depend on information technology systems to, among other functions, control our manufacturing processes, process orders and invoices, collect and make payments, interact with industry partners and suppliers, manage inventory and otherwise conduct our business. We also depend on these systems to respond to inquiries, contribute to our overall internal control processes, maintain records of our property, plant and equipment and record and pay amounts due to vendors and other creditors. The failure of our information technology systems to perform as we anticipate could disrupt our business and could result in transaction errors, processing inefficiencies and the loss of sales and industry partners. As we implement planned upgrades or changes to systems, we may also experience interruptions in service, loss of data or reduced functionality and other unforeseen material issues which could adversely impact our ability to provide quotes, take orders and otherwise run our business in a timely manner. In addition, if our new systems fail to provide accurate and increased visibility into pricing and cost structures, it may be difficult to improve or maximize our profit margins. As a result, our results of operations could be adversely affected.

In addition, cyber-attacks or security breaches could compromise our trade secrets or other confidential, business critical information, cause a disruption in our operations, or harm our reputation. Our information technology systems are subject to potential disruptions, including significant network or power outages, service disruptions or interruptions from third-party information technology service providers, software or hardware errors, cyberattacks, computer viruses, malware, ransomware events, other malicious codes and/or unauthorized access attempts, denial-of-service attacks, phishing schemes, fraud, or other disruptive problems, any of which, if successful, could result in data leaks or otherwise compromise our confidential or proprietary information and disrupt our operations. Despite our efforts to protect sensitive information and comply with and implement data security measures, there can be no assurance that any controls and procedures that we have in place will be sufficient to protect us. Further, as cyber threats are continually evolving, our controls and procedures may become inadequate and we may be required to devote additional resources to modify or enhance our systems in the future. We may also be required to expend resources to monitor for and remediate cyber-related incidents or to enhance and strengthen our cyber security, including by deployment of additional personnel and technical protection measures, further training of employees, changing vendor control and monitoring practices, and engaging third-party experts and consultants. Any such disruptions to our information technology systems, breaches or compromises of data, or

 

71

 

misappropriation of information could result in violation of privacy and other laws, litigation, fines, negative publicity, lost sales or business delays, any of which could have a material adverse effect on our business, financial condition or results of operations.

International sales by us and our industry partners expose us and our industry partners to the risk of fluctuation in currency exchange rates and rates of foreign inflation, which could adversely affect our results of operations.

Because we and our industry partners commercialize and sell products produced using our process technologies outside of the United States, a portion of our and our industry partners’ revenues is generated outside of the United States and we derive some of our revenues from our industry partners in their local currencies. As a result, our revenues and results of operations are subject to foreign exchange fluctuations, which we may not be able to manage successfully. We bear the risk that the rate of inflation in the foreign countries where we and our industry partners incur costs and expenses or the decline in value of the U.S. dollar compared to those foreign currencies, will increase our costs as expressed in U.S. dollars. The prices of the products produced using our process technologies may not be adjusted to offset the effects of inflation on our or our industry partners’ cost structure, which could increase costs and reduce net operating margins. If we do not successfully manage these risks through hedging or other mechanisms, our revenues and results of operations could be adversely affected.

Changes in interest rates and capital availability may impact investment and financing decisions by our industry partners, which could adversely affect our results of operations.

We depend on partnering, licensing, and contractual relationships with our industry partners that implement our process technologies, as well as investments by such partners, as a significant source of financing. Changes in credit and capital market conditions, including changes in interest rates and capital availability, may increase the cost of financing for our industry partners, which may limit their ability or willingness to enter into partnering agreements with us or to further invest in their facilities that implement our process technologies. Such changes may also make it more difficult for us to obtain favorable terms for any future partnership arrangements. To the extent that these changes impact investment and financing decisions by our industry partners in a manner that is adverse to us, such changes could adversely affect our results of operations.

Any failure by us to manage acquisitions and other significant transactions successfully may have a material adverse effect on our results of operations, financial condition, and cash flows.

From time to time, we may consider opportunities to acquire other companies, products or technologies that may enhance our capabilities, expand the breadth of our markets or partner base, or advance our business strategies. Potential acquisitions involve numerous risks, including: problems assimilating the acquired service offerings, products or technologies, issues maintaining uniform standards, procedures, quality control and policies, unanticipated costs associated with acquisitions, diversion of management’s attention from our existing business, risks associated with entering new markets in which we have limited or no experience, increased legal and accounting costs relating to the acquisitions or compliance with regulatory matters, and unanticipated or undisclosed liabilities of any target.

We have no current commitments with respect to any acquisition other than the Business Combination. We do not know if we will be able to identify acquisitions we deem suitable, whether we will be able to successfully complete any such acquisitions on favorable terms or at all, or whether we will be able to successfully integrate any acquired service offerings, products or technologies. Our potential inability to manage acquisitions and other significant transactions successfully or to integrate any acquired business, products or technologies effectively may adversely affect our business, results of operations and financial condition.

We believe our company culture has contributed to our success, and if we cannot maintain this culture as we grow and, in particular, become a public company, our business could be harmed.

We believe that our culture has contributed to our success to date. We have invested in building a strong corporate culture and believe it is one of our most important and sustainable sources of competitive advantage. Our corporate culture is team-oriented, community-based and rooted in company values to

 

72

 

promote close alignment between employees throughout the organization. Community strengthening events and team activities encourage cross-team and cross-location interactions. This foundation promotes an understanding of our organizational values and ensures that our team members stand for and contribute to the vision and objectives of the company. Any failure to maintain our culture could negatively affect our ability to retain and recruit personnel, which is critical to our growth, and to effectively focus on and pursue our corporate objectives. In addition, as we develop the systems and processes associated with being a public company, we may find it difficult to maintain these important aspects of our culture. Furthermore, as we grow and evolve on an international scale, we may find it increasingly difficult to maintain these beneficial aspects of our corporate culture throughout our global footprint. If we fail to maintain our corporate culture, or if we are unable to retain or hire key personnel that contribute positively to our corporate culture, our business and competitive position may be harmed.

Causes of supply chain challenges, including COVID-19, could result in delays or increased costs for us and our partners deploying our technologies.

The products that we and our partners produce using our process technologies must be delivered to our industry partners and involve a variety of inputs which must be procured and delivered to our facilities. Our suppliers, sub-contractors and industry partners have been disrupted by certain issues related to the COVID-19 pandemic, including worker absenteeism, quarantines, restrictions on employees’ ability to work, office and factory closures, disruptions to ports and other shipping infrastructure, border closures or other travel or health-related restrictions. Supply chain disruptions may also occur from time to time due to a range of factors beyond our control, including, but not limited to, climate change, increased costs of labor, freight costs and raw material prices along with a shortage of qualified workers. Such issues may cause delays in the delivery of, or increases in the cost of, the inputs used in our process technologies, potentially resulting in delays or increased costs for us and our partners deploying our technologies or for our industry partners purchasing our products, which may materially impact our business, financial condition and results of operations.

We and our industry partners have a limited operating history utilizing our technology and different feedstocks, which may make it difficult to evaluate our future viability and predict our future performance.

We and our partners have a limited operating history utilizing our process technologies and different feed stocks on which to base an evaluation of our business and prospects. Our operating results are not predictable and our historical results may not be indicative of our future results. Few peer companies with our business model exist and none have yet established long-term track records at scale that might assist us in predicting whether our business model and strategy can be implemented and sustained over an extended period of time. It may be difficult for you to evaluate our potential future performance without the benefit of established long-term track records from companies implementing a similar business model. We may encounter unanticipated problems as we continue to refine our business model and process technologies, and may be forced to make significant changes to our anticipated sales and revenue models to compete with our competitors’ offerings, which may adversely affect our results of operations and profitability.

We have not yet generated material revenues from marketing of CarbonSmart products and our revenue forecast must be considered in light of the uncertainty and risks frequently encountered by companies in their early stage of development.

We have not yet generated material revenues from marketing CarbonSmart products or the sale of our equipment. We are subject to the risks inherent to early-stage companies seeking to develop, market and distribute new products, particularly companies in evolving markets such as renewable energy and technology. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the development, introduction, marketing and distribution of new products in a competitive environment.

Such risks include dependence on the success and acceptance of our products, the ability to attract and retain a suitable partner base, and the management of growth. To address these risks, we must, among other things, further develop and enhance our process technologies, generate increased demand for our products, attract a sufficient partner base, collaborate with partners, respond to competitive developments, and attract,

 

73

 

retain and motivate qualified personnel. We are thus subject to many of the risks common to companies in their early stage of development, including under-capitalization, cash shortages, limitations with respect to personnel, financial, and other resources and lack of revenues.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

We have incurred losses during our history. To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire, if at all. As of December 31, 2021, we had U.S. federal NOL carryforwards of approximately $236.3 million.

Under the Tax Act (as defined below), as modified by the CARES Act (as defined below), U.S. federal NOL carryforwards generated in taxable periods beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such net operating loss carryforwards in taxable years beginning after December 31, 2020, is limited to 80% of taxable income. It is uncertain if and to what extent various states will conform to the Tax Act or the CARES Act.

In addition, our NOL carryforwards are subject to review and possible adjustment by the IRS, and state tax authorities. Under Sections 382 and 383 of the Code, our federal net operating loss carryforwards and other tax attributes may become subject to an annual limitation in the event of certain cumulative changes in the ownership of our stock. An “ownership change” pursuant to Section 382 of the Code generally occurs if one or more stockholders or groups of stockholders who own at least 5% of a company’s stock increase their ownership (as measured by value) by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Our ability to utilize our NOL carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including potential changes in connection with our migration from New Zealand to the United States, the Business Combination or other transactions. Similar rules may apply under state tax laws. We have not yet determined the amount of the cumulative change in our ownership resulting from the Business Combination or other transactions, or any resulting limitations on our ability to utilize our net operating loss carryforwards and other tax attributes. If we earn taxable income, such limitations could result in increased future income tax liability to us and our future cash flows could be adversely affected. We have recorded a valuation allowance related to our NOL carryforwards and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.

Changes in U.S. and foreign tax laws could have a material adverse effect on our business, cash flow, results of operations or financial conditions.

The tax regimes we are subject to or operate under, including income and non-income taxes, are unsettled and may be subject to significant change. Changes in tax laws, regulations, or rulings, or changes in interpretations of existing laws and regulations, could materially affect our financial position and results of operations. For example, the 2017 Tax Cuts and Jobs Act, or Tax Act, made broad and complex changes to the U.S. tax code, including changes to U.S. federal tax rates, additional limitations on the deductibility of interest, both positive and negative changes to the utilization of future NOL carryforwards, and allowing for the expensing of certain capital expenditures. The Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, has already modified certain provisions of the Tax Act and the United States Congress is considering new proposed tax legislation. The exact impact of the Tax Act and the CARES Act for future years is difficult to quantify, but these changes could materially affect our effective tax rate in future periods, in addition to any changes made by new tax legislation.

The Organization for Economic Cooperation and Development has been working on a Base Erosion and Profit Shifting Project and is expected to continue to issue guidelines and proposals that may change various aspects of the existing framework under which our tax obligations are determined in many of the countries in which we do business. Similarly, the European Commission and several countries have issued proposals that would change various aspects of the current tax framework under which we are taxed. These proposals include changes to the existing framework to calculate income tax, as well as proposals to change or impose new types of non-income taxes, including taxes based on a percentage of revenue.

As we expand the scale of our international business activities, these types of changes to the taxation of our activities could increase our worldwide effective tax rate, increase the amount of taxes imposed on our

 

74

 

business, and harm our financial position. Such changes may also apply retroactively to our historical operations and result in taxes greater than the amounts estimated and recorded in our financial statements.