Filed by AMCI Acquisition Corp. II
pursuant to Rule 425 under the Securities Act of
1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: AMCI Acquisition Corp. II
Commission File No. 333-264811
Date: October 31, 2022
Woodside Kicks Up U.S. Carbon Capture Investments
with LanzaTech Venture
BY MORGAN EVANS
Natural
Gas intelligence
October 31, 2022
LINK
LanzaTech NZ Inc. is poised to gain a boost in U.S. opportunities
after Australia’s natural gas and oil giant Woodside Energy Group Ltd. agreed to a $50 million investment.
In addition, Woodside has a strategic
framework agreement (SFA) to collaborate on pilots that demonstrate LanzaTech’s carbon capture and transformation (CCT)
technologies.
“With both this collaboration
agreement and new investment…we see the potential to work together to reduce emissions and repurpose carbon into useful products,”
said LanzaTech CEO Jennifer Holmgren.
The SFA and Woodside’s
agreement could be clinched if LanzaTech completes a merger with AMCI Acquisition Corp., a blank check company helping enable mergers
for businesses focused on decarbonizing industries and lowering the world’s carbon footprint.
LanzaTech’s
management is aiming “to close the transaction before year-end, however, this outcome is highly dependent upon a number of factors,”
including processing of regulatory filings, LanzaTech CFO Geoff Trukenbrod told NGI via email. “LanzaTech continues to work
diligently through this process, which will ultimately determine the timeline for closing.”
Management also “continues to
target $250 million in cash held by AMCI at closing, in addition to any cast in trust,” Trukenbrod added. The company “has
made significant incremental progress towards achieving this goal” through $125 million made in proceeds prior to the $50 million
from Woodside.
LanzaTech called Woodside’s
investment a “major milestone” in the progression of the merger and could allow LanzaTech “to expand the applications
of its technology to different feedstocks and rethink waste management.”
LanzaTech and Woodside expect to collaborate
on future projects to explore and develop additional products by repurposing greenhouse gasses (GHG).
“As the energy transition advances,
we anticipate increasing demand for carbon capture utilization and storage,” said Woodside CEO Meg O’Neill. LanzaTech has
an “innovative approach toward not just reducing greenhouse gas emissions, but transforming them into useful products.
“Their skillset in the fields
of synthetic biology, bioinformatics, artificial intelligence, and machine learning coupled with engineering offers a potential opportunity
to realize this aspiration.”
Skokie, IL-based LanzaTech is working
to scale up CCT technology to provide industries a way to reduce carbon footprints by converting waste into fuel that would have otherwise
come from fossil fuels.
This marks the second SFA this year
between Woodside and LanzaTech.
In March, the two companies, joined
by ReCarbon Inc., said they would investigate the viability of a carbon capture and utilization pilot facility in Western Australia.
The pilot involves ReCarbon recycling GHGs, including carbon dioxide and methane. LanzaTech then would ferment synthesis gas into ethanol.
The projects underscore Woodside’s
goal to reduce its direct and indirect emissions, i.e., Scope 1 and Scope 2, by investing in new technologies. In 2021, the oil and gas
producer set a $5 billion investment target by 2030 to invest in new energy products.
© 2022
Natural Gas Intelligence. All rights reserved.
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Important Information About the Business Combination
and Where to Find It
The proposed business combination (the “Business
Combination”) will be submitted to stockholders of AMCI for their consideration. AMCI has filed a registration statement on Form
S-4 (the "Registration Statement") with the Securities and Exchange Commission (the “SEC”) which includes both
a preliminary prospectus with respect to the combined company’s securities to be issued in connection with the Business Combination
and a proxy statement to be distributed to AMCI's stockholders in connection with AMCI's solicitation of proxies for the vote by its
stockholders in connection with the Business Combination and other matters as described in the Registration Statement. AMCI urges its
investors, stockholders and other interested persons to read, the preliminary proxy statement/prospectus and, when available, any amendments
thereto and the definitive proxy statement/prospectus, as well as other documents filed by AMCI with the SEC, because these documents
will contain important information about AMCI, LanzaTech and the business combination. After the Registration Statement is declared effective,
AMCI will mail the definitive proxy statement/prospectus to its stockholders as of a record date to be established for voting on the
proposed business combination. Stockholders will also be able to obtain a copy of the Registration Statement, including the preliminary
proxy statement/prospectus and, once available, the definitive proxy statement/prospectus, as well as other documents filed with the
SEC regarding the business combination and other documents filed by AMCI with the SEC, without charge, at the SEC's website located at
www.sec.gov or by directing a request to: AMCI Acquisition Corp. II, 600 Steamboat Road, Greenwich, CT 06830.
Participants in the Solicitation
AMCI and LanzaTech and their respective directors
and executive officers may be considered participants in the solicitation of proxies with respect to the proposed Business Combination
under the rules of the SEC. Information about the directors and executive officers of AMCI is set forth in the Registration Statement
(and will be included in the definitive proxy statement/prospectus). Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of AMCI stockholders in connection with the proposed business combination is set forth
in the Registration Statement (and will be included in the definitive proxy statement/prospectus). Stockholders, potential investors
and other interested persons should read the proxy statement/prospectus carefully before making any voting or investment decisions. These
documents can be obtained free of charge from the sources indicated above.
Forward-Looking Statements
This communication includes forward-looking statements
regarding, among other things, the plans, strategies and prospects, both business and financial, of AMCI and LanzaTech. These statements
are based on the beliefs and assumptions of the management of AMCI and LanzaTech, respectively. Although AMCI and LanzaTech believe that
their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither
AMCI nor LanzaTech can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements
are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements
concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements.
These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,”
“projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,”
“scheduled,” “anticipates,” “intends” or similar expressions. The forward-looking statements are
based on projections prepared by, and are the responsibility of, AMCI’s management and LanzaTech’s management, respectively.
These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown
risks, uncertainties, assumptions and other important factors, many of which are outside the control of AMCI and LanzaTech, that could
cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. New risk factors that may
affect actual results or outcomes emerge from time to time and it is not possible to predict all such risk factors, nor can AMCI or LanzaTech
assess the impact of all such risk factors on its business, or the extent to which any factor or combination of factors may cause actual
results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of
performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements
attributable to AMCI, LanzaTech or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary
statements. AMCI and LanzaTech prior to the Business Combination, and the combined company following the Business Combination, undertake
no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or
otherwise, except as required by law.
Non-Solicitation
This communication shall not constitute a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business
Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale
of securities, in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended.
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