LanzaTech Global, Inc. — fact timeline

LanzaTech Global, Inc.: AMCI ceased to be a shell company upon the Closing as a result of the Business Combination.

“As a result of the Business Combination, AMCI ceased to be a shell company upon the Closing.”

LanzaTech Global, Inc.: Board adopted a new Code of Conduct and Ethics applying to all employees, officers and directors (effective 2023-02-08).

“On February 8, 2023, the Board adopted a new Code of Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.”

LanzaTech Global, Inc.: Adopted the Second Amended and Restated Certificate of Incorporation.

“On the Closing Date, New LanzaTech amended and restated its existing amended and restated certificate of incorporation (the “Charter”).”

LanzaTech Global, Inc. underwent a change of control involving LanzaTech NZ, Inc. (closed 2023-02-08).

“On February 8, 2023 (the “Closing Date”), AMCI, consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger (the “Closing”), dated as of March 8, 2022 (as amended on December 7, 2022, the “Merger Agreement”), by and among AMCI, AMCI Merger Sub, Inc. (“Merger Sub”) and Legacy LanzaTech.”

LanzaTech Global, Inc. amended Letter Agreement with AMCI, AMCI Sponsor II LLC, and certain AMCI directors and officers.

“In addition, AMCI and the Sponsor and certain AMCI directors and officers (together the “AMCI Insiders”) agreed to amend the Letter Agreement”

LanzaTech Global, Inc. entered into Lock-up Agreement with certain Legacy LanzaTech directors, officers, and employees.

“At the Effective Time, certain Legacy LanzaTech directors, officers, and employees entered into a lock-up agreement (the “Lock-up Agreement”) restricting their ability to transfer certain securities.”

LanzaTech Global, Inc. entered into Registration Rights Agreement with AMCI, AMCI Sponsor II LLC, Legacy LanzaTech, and certain of the Legacy LanzaTech stockholders and AMCI stockholders.

“At the Effective Time, AMCI, AMCI Sponsor II LLC (the “Sponsor”), Legacy LanzaTech, and certain of the Legacy LanzaTech stockholders and AMCI stockholders entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which, among other things, such stockholders (i) were granted certain registration rights with respect to certain securities held by them, and (ii) are subject to certain restrictions on transfer with respect to their shares of New LanzaTech Common Stock and New LanzaTech warrants.”

Jim Messina was appointed as Lead Independent Director at LanzaTech Global, Inc..

“Jim Messina serves as our lead independent director.”

Jennifer Holmgren was appointed as Chair of the Board at LanzaTech Global, Inc..

“Dr. Holmgren serves as chair of the Board.”

Dorri McWhorter was elected as Class III Director at LanzaTech Global, Inc..

“Two Class III directors: Jim Messina and Dorri McWhorter.”

Jim Messina was elected as Class III Director at LanzaTech Global, Inc..

“Two Class III directors: Jim Messina and Dorri McWhorter.”

Gary Rieschel was elected as Class II Director at LanzaTech Global, Inc..

“Two Class II directors: Barbara Byrne and Gary Rieschel.”

Barbara Byrne was elected as Class II Director at LanzaTech Global, Inc..

“Two Class II directors: Barbara Byrne and Gary Rieschel.”

Nimesh Patel was elected as Class I Director at LanzaTech Global, Inc..

“Three Class I directors: Nigel Gormly, Jennifer Holmgren and Nimesh Patel.”

Jennifer Holmgren was elected as Class I Director at LanzaTech Global, Inc..

“Three Class I directors: Nigel Gormly, Jennifer Holmgren and Nimesh Patel.”

Nigel Gormly was elected as Class I Director at LanzaTech Global, Inc..

“Three Class I directors: Nigel Gormly, Jennifer Holmgren and Nimesh Patel.”

LanzaTech Global, Inc.: AMCI ceased to be a shell company as a result of the Business Combination.

“As a result of the Business Combination, AMCI ceased to be a shell company upon the Closing.”

LanzaTech Global, Inc.: Board adopted a new Code of Conduct and Ethics effective February 8, 2023 (effective 2023-02-08).

“On February 8, 2023, the Board adopted a new Code of Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.”

LanzaTech Global, Inc.: Adoption of Second Amended and Restated Certificate of Incorporation in connection with the Business Combination.

“On the Closing Date, New LanzaTech amended and restated its existing amended and restated certificate of incorporation (the “Charter”).”

LanzaTech Global, Inc. underwent a change of control involving AMCI Acquisition Corp. II (closed 2023-02-08).

“On February 8, 2023 (the “Closing Date”), AMCI Acquisition Corp. II, a Delaware corporation and our predecessor company (“AMCI”), consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger”

Dorri McWhorter was elected as Director at LanzaTech Global, Inc..

“• Two Class III directors: Jim Messina and Dorri McWhorter.”

Jim Messina was appointed as Lead Independent Director at LanzaTech Global, Inc..

“Jim Messina serves as our lead independent director.”

Jim Messina was elected as Director at LanzaTech Global, Inc..

“• Two Class III directors: Jim Messina and Dorri McWhorter.”

Gary Rieschel was elected as Director at LanzaTech Global, Inc..

“• Two Class II directors: Barbara Byrne and Gary Rieschel.”

Barbara Byrne was elected as Director at LanzaTech Global, Inc..

“• Two Class II directors: Barbara Byrne and Gary Rieschel.”

Nimesh Patel was elected as Director at LanzaTech Global, Inc..

“• Three Class I directors: Nigel Gormly, Jennifer Holmgren and Nimesh Patel.”

Jennifer Holmgren was appointed as Chair of the Board at LanzaTech Global, Inc..

“Dr. Holmgren serves as chair of the Board.”

Jennifer Holmgren was elected as Director at LanzaTech Global, Inc..

“• Three Class I directors: Nigel Gormly, Jennifer Holmgren and Nimesh Patel.”

Nigel Gormly was elected as Director at LanzaTech Global, Inc..

“• Three Class I directors: Nigel Gormly, Jennifer Holmgren and Nimesh Patel.”

LanzaTech Global, Inc. shareholders approved Election of seven directors to serve on New LanzaTech's board of directors at the 2023-02-06 meeting.

“8. The Company’s stockholders voted to elect seven directors to serve on New LanzaTech’s board of directors. The votes cast were as follows : Nominee Votes For Votes Withheld Jennifer Holmgren (Class I) 15,298,388 782,121 Nigel Gormly (Class I) 15,298,588 781,921 Nimesh Patel (Class I) 15,298,588 781,921 Barbara Byrne (Class II) 15,298,488 782,021 Gary Rieschel (Class II) 15,298,588 781,921 Jim Messina (Class III) 15,298,588 781,921 Dorri McWhorter (Class III) 15,298,488 782,021”

LanzaTech Global, Inc. shareholders approved Approve the LanzaTech 2023 Long-Term Incentive Plan at the 2023-02-06 meeting.

“7. The Company’s stockholders voted to approve 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 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. The votes cast were as follows : Votes For Votes Against Abstentions 14,579,089 1,497,420 4,000”

LanzaTech Global, Inc. shareholders approved Approve issuance of shares in connection with Merger Agreement and PIPE Investment for Nasdaq listing compliance at the 2023-02-06 meeting.

“6. The Company’s stockholders voted to approve , for the purposes of complying with the applicable listing rules of The Nasdaq Stock Market LLC, the issuance of (x) shares of New LanzaTech Common Stock pursuant to the terms of the Merger Agreement and (y) shares of AMCI Class A Common Stock to the PIPE Investors in connection with the PIPE Investment, plus any additional shares pursuant to subscription agreements or other agreements the Company enters into prior to Closing. The votes cast were as follows : Votes For Votes Against Abstentions 15,302,080 778,039 390”

LanzaTech Global, Inc. shareholders approved Non-binding advisory approval of difference (e): changes including corporate name, perpetual existence, removal of blank check provisions at the 2023-02-06 meeting.

“e. To provide for certain additional changes, including, among other things, (i) changing New LanzaTech’s corporate name from “AMCI Acquisition Corp. II” to “LanzaTech Global, Inc.” and making New LanzaTech’s corporate existence perpetual and (ii) removing certain provisions related to the Company’s status as a blank check company that will no longer apply upon Closing. The votes cast were as follows : Votes For Votes Against Abstentions 15,301,976 778,029 504”

LanzaTech Global, Inc. shareholders approved Non-binding advisory approval of difference (d): prohibit stockholder action by written consent at the 2023-02-06 meeting.

“d. 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. The votes cast were as follows : Votes For Votes Against Abstentions 14,057,630 2,022,369 510”

LanzaTech Global, Inc. shareholders approved Non-binding advisory approval of difference (c): change stockholder vote required to amend certain charter provisions at the 2023-02-06 meeting.

“c. To change the stockholder vote required to amend certain provisions of the Proposed Charter. The votes cast were as follows : Votes For Votes Against Abstentions 13,305,434 2,764,086 10,989”

LanzaTech Global, Inc. shareholders approved Non-binding advisory approval of difference (b): removal of directors only for cause with 66 2/3% vote at the 2023-02-06 meeting.

“b. 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. The votes cast were as follows : Votes For Votes Against Abstentions 14,055,458 2,014,249 10,802”

LanzaTech Global, Inc. shareholders approved Non-binding advisory approval of difference (a): authorized capital stock provisions at the 2023-02-06 meeting.

“a. 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 New LanzaTech Preferred Stock, as opposed to the Company having authorized capital stock of 301,000,000 shares, consisting of 280,000,000 shares of AMCI Class A Common Stock, 20,000,000 shares of AMCI Class B Common Stock and 1,000,000 shares of preferred stock of the Company. The votes cast were as follows: Votes For Votes Against Abstentions 14,403,067 1,676,733 709”

LanzaTech Global, Inc. shareholders approved Approve increase in authorized shares of New LanzaTech Common Stock from 300,000,000 to 400,000,000 and preferred stock from 1,000,000 to 20,000,000 at the 2023-02-06 meeting.

“4. The Company’s stockholders voted to approve 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 of New LanzaTech, par value $0.0001 per share (“ New LanzaTech Preferred Stock ”), from 1,000,000 shares to 20,000,000 shares. The votes cast were as follows: Votes For Votes Against Abstentions 11,551,751 (Class A Common Stock) 778,239 (Class A Common Stock) 519 (Class A Common Stock) 3,750,000 (Class B Common Stock) 0 (Class B Common Stock) 0 (Class B Common Stock)”

LanzaTech Global, Inc. shareholders approved Approve reclassification of Class A Common Stock and Class B Common Stock into a single class of New LanzaTech Common Stock at the 2023-02-06 meeting.

“3. The Company’s stockholders voted to approve the reclassification of the Company’s Class A Common Stock and the Company’s Class B common stock, par value $0.0001 per share (“ AMCI Class B Common Stock ”) into a single class of common stock, par value $0.0001 per share, of New LanzaTech (“ New LanzaTech Common Stock ”). The votes cast were as follows : Votes For Votes Against Abstentions 11,552,276 (Class A Common Stock) 778,029 (Class A Common Stock) 204 (Class A Common Stock) 3,750,000 (Class B Common Stock) 0 (Class B Common Stock) 0 (Class B Common Stock)”

LanzaTech Global, Inc. shareholders approved Approve the second amended and restated certificate of incorporation (Proposed Charter) at the 2023-02-06 meeting.

“2. The Company’s stockholders voted to approve the second amended and restated certificate of incorporation of the Company (the “ Proposed Charter ”), which will replace the Company’s amended and restated certificate of incorporation, dated August 3, 2021 (the “ Current Charter ”) effective upon the closing of the Business Combination (the “Closing ”). The votes cast were as follows : Votes For Votes Against Abstentions 11,220,974 (Class A Common Stock) 1,109,335 (Class A Common Stock) 200 (Class A Common Stock) 3,750,000 (Class B Common Stock) 0 (Class B Common Stock) 0 (Class B Common Stock)”

LanzaTech Global, Inc. shareholders approved Approve and adopt the Merger Agreement and the Business Combination at the 2023-02-06 meeting.

“1. The Company’s stockholders voted to approve and adopt the Merger Agreement and the Business Combination. The combined company following the closing will be renamed “LanzaTech Global, Inc.” (the “ New LanzaTech ”). The votes cast were as follows: Votes For Votes Against Abstentions 15,302,280 778,029 200”

LanzaTech Global, Inc. entered into Forward Purchase Agreement with ACM ARRT H LLC (effective 2023-02-03).

“On February 3, 2023, AMCI, LanzaTech and ACM ARRT H LLC (the “Seller”) entered into an agreement (the “Forward Purchase Agreement”) for an over-the-counter Equity Prepaid Forward Transaction”

LanzaTech Global, Inc. shareholders approved Approval of the adjournment of the special meeting to a later date at the 2023-02-03 meeting.

“The Company’s stockholders approved the adjournment proposal by the votes set forth below: For Against Abstain Broker Non-Votes 15,298,054 782,039 415 0”

LanzaTech Global, Inc. shareholders approved Approval of the adjournment of the special meeting to a later date or dates at the 2023-02-01 meeting.

“On February 1, 2023, AMCI Acquisition Corp. II (“AMCI” or the “Company”) convened and then adjourned, without conducting any other business, AMCI’s special meeting of stockholders of AMCI (the “special meeting”) relating to its previously announced proposed business combination (the “business combination”) with LanzaTech NZ, Inc. (“LanzaTech”), scheduled to occur on Wednesday, February 1, 2023, at 11:00 a.m., Eastern Time, until Friday, February 3, 2023, at 3:00 p.m., Eastern Time, at https://www.cstproxy.com/amciacquisitionii/2023. The only proposal submitted for a vote of the stockholders at the special meeting was the approval of the adjournment of the special meeting to a later date or dates (the “adjournment proposal”). The adjournment proposal is described in detail in the Company’s definitive proxy statement, filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 11, 2023 (the “definitive proxy statement”), relating to the business combination. As of the c”

LanzaTech Global, Inc. incurred convertible notes of $1,274,276 with AMCI Sponsor II LLC maturing the earlier of (i) August 6, 2023 and (ii) the effective date of an initial business combination.

“As previously reported, on March 28, 2022, AMCI Acquisition Corp. II (the “Company”) issued an unsecured convertible promissory note (the “Sponsor Convertible Note”) to AMCI Sponsor II LLC (the “Sponsor”), pursuant to which the Company may borrow up to $1,500,000 from the Sponsor for expenses related to an initial business combination. On January 19, 2023, the Company drew $1,274,276 under the Sponsor Convertible Note”

LanzaTech Global, Inc. amended Amendment No.1 to the Merger Agreement with AMCI Acquisition Corp. II, AMCI Merger Sub, Inc., and LanzaTech NZ, Inc. (effective 2022-12-07).

“On December 7, 2022, AMCI, Merger Sub and LanzaTech entered into Amendment No.1 to the Merger Agreement (the “Merger Agreement Amendment”).”

Kate Burson was appointed as Director at LanzaTech Global, Inc..

“each of Mark Pinho, Jill Watz, Adrian Paterson and Kate Burson (the “Independent Directors”) was appointed to the board of directors of the Company (the “Board”).”

Adrian Paterson was appointed as Director at LanzaTech Global, Inc..

“each of Mark Pinho, Jill Watz, Adrian Paterson and Kate Burson (the “Independent Directors”) was appointed to the board of directors of the Company (the “Board”).”

Jill Watz was appointed as Director at LanzaTech Global, Inc..

“each of Mark Pinho, Jill Watz, Adrian Paterson and Kate Burson (the “Independent Directors”) was appointed to the board of directors of the Company (the “Board”).”

Mark Pinho was appointed as Director at LanzaTech Global, Inc..

“each of Mark Pinho, Jill Watz, Adrian Paterson and Kate Burson (the “Independent Directors”) was appointed to the board of directors of the Company (the “Board”).”