LanzaTech, Inc. entered into a non binding letter of intent to acquire AMCI Acquisition Corp. II (NasdaqCM:AMCI) from AMCI Sponsor II LLC and others in a reverse merger transaction on November 2, 2021. LanzaTech, Inc. entered into an agreement to acquire AMCI Acquisition Corp. II (NasdaqCM:AMCI) from AMCI Sponsor II LLC and others for $1.8 billion in a reverse merger transaction on March 8, 2022. Under the Merger Agreement, AMCI has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of equity interests of New LanzaTech valued at $1.817 billion in the aggregate. LanzaTech stockholders will roll 100% of their equity holdings into common stock of the new public combined company in exchange for their LanzaTech shares, will own 181.7 million shares, representing approximately 81% ownership. AMCI entered into subscription agreements dated March 8, 2022, with PIPE Investors, pursuant to which AMCI agreed to issue and sell, in a private placement an aggregate of 12.5 million shares of Class A common stock. Post the closing, LanzaTech shareholders will own 81% stake, AMCI shareholders will own 7% stake, and, PIPE Investors, founder shareholder and projected financing will collectively own 14% stake in the combined company. In connection with the consummation of the merger, AMCI will be renamed “LanzaTech Global, Inc.” and is referred to herein as “New LanzaTech” as of the time following such change of name, and its common stock is expected to be listed on Nasdaq under the ticker symbol "LNZA." LanzaTech will continue to be based in Chicago, Illinois, and led by Jennifer Holmgren, Chief Executive Officer of LanzaTech, and other key members of LanzaTech's executive leadership. The Board of Directors of the combined company will include representation from LanzaTech and AMCI.

The transaction is subject to approval by AMCI's stockholders and LanzaTech's stockholders; the expiration or termination of the waiting period applicable to the transactions contemplated by the Merger Agreement and any ancillary agreements, in each case under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; effectiveness of a registration statement on Form S-4; AMCI having at least $5,000,001 of net tangible assets; AMCI having at least $250 million of cash at the closing of the merger; listing on the Nasdaq Capital Market of the shares of New LanzaTech Common Stock issued in connection with the transaction; and other customary closing conditions. In connection with the transaction, certain LanzaTech stockholders representing approximately 69.56% of the outstanding voting LanzaTech Shares, entered into support agreement to vote in favor of the transaction. In addition, the Sponsor and the holders of all of the AMCI Class B common stock, including all of AMCI's directors and officers also entered into a support agreement to vote in favor of the transaction. The transaction has been unanimously approved by the Board of Directors of both the companies. On January 11, 2023, AMCI Acquisition Corp. II has scheduled the Special Meeting of its stockholders for February 1, 2023. LanzaTech will be hosting a Virtual Analyst & Investor Day on Tuesday, January 24, 2023. AMCI Acquisition Corp. II adjourned the special meeting of stockholders to February 3, 2023. As of February 3, 2023, AMCI Acquisition Corp. II adjourned the special meeting of stockholders to February 6, 2023. As of February 6, 2023, AMCI's stockholders have approved the business combination. The transaction is expected to close in the third quarter of 2022.

Emery Choi, Elliott Smith, Oliver Wright, Arlene Arin Hahn, Laura McDaniels, Sang Ji, of White & Case LLP acted as legal advisors, and Evercore Group L.L.C. acted as the financial advisor to AMCI. Scott A. Anthony, Denny Kwon, Gustavo Akkerman, Kerry Shannon Burke, Brian K. Rosenzweig, Lilit Kazangyan, Christen Sewell, Brandon Palmen, James J. O'Connell, Stacy R. Kobrick, Thomas Brugato, Heather G. Haberl, Lindsey L. Tonsager, Justin A. Schenck and Mona Patel of Covington & Burling LLP acted as legal advisors, and Barclays Capital Inc. acted as the financial advisor to LanzaTech. Barclays will receive a fee of $12.39 million in its M&A financial advisory capacity and capital markets advisory capacity, which was in addition to the $0.5 million fee Barclays is expected to earn for its role as co-placement agent in the Private Placement, all of which were contingent upon the closing of the Business Combination. In addition, Goldman Sachs & Co. LLC, Barclays Capital Inc. and Evercore Group L.L.C. are serving as placement agents for the PIPE transaction for AMCI; Barclays Capital acted as capital markets advisor to LanzaTech; Evercore Group L.L.C. and Goldman Sachs & Co. LLC are serving as capital markets advisors to AMCI; and Ropes & Gray LLP is serving as legal advisor to the placement agents. Goldman Sachs & Co. LLC acted as financial advisor to AMCI Acquisition Group Inc. Morrow & Co., LLC acted as the information agent to AMCI and will receive a fee of $0.03 million for its services. Continental Stock Transfer & Trust Company acted as the transfer agent to AMCI. O'Melveny & Myers LLP acted as the legal advisor to LanzaTech. AMCI agreed to pay Evercore a cash fee of $8 million.

LanzaTech, Inc. completed the acquisition of AMCI Acquisition Corp. II (NasdaqCM:AMCI) from AMCI Sponsor II LLC and others in a reverse merger transaction on February 8, 2023. In connection with the closing of the business combination, AMCI has been renamed LanzaTech Global, Inc. and on February 10, 2023, its common stock is expected to begin trading on the Nasdaq under the ticker symbol LNZA and its public warrants are expected to begin trading on Nasdaq under the ticker symbol LNZAW.