AMCI Acquisition Corp. II

A prepaid forward funded out of the SPAC's trust at closing is now being accelerated against the successor, with roughly $10.0 million of consideration demanded and no settlement agreed. The same report corrects an October 8, 2024 Axios article based on an interview with the CEO: the company states it intends to raise a maximum of $150 million including the $40.15 million already raised, not up to $250 million, and has no undisclosed plans to raise further debt or equity.

The votes were required by the August 5, 2024 Convertible Note Purchase Agreement for up to $150.0 million of notes, of which $40.15 million was issued on August 6, 2024. Approval removes the 19.9% exchange cap and permits a change of control on conversion, so note settlement in shares is now unconstrained by those Nasdaq rules. About 15% of the shares represented voted against each proposal. Registrant is LanzaTech Global, recorded here under the SPAC ticker AMCI.

Doubling authorised capital by 200 million shares at the noteholders' contractual demand, with the notes capped only until approval, means the lenders control the timing of their own dilution and the company is obligated to ask. The urgency marking on the letter signals a covenant deadline rather than a governance preference. LanzaTech's count would collapse from 197.8 million to about 10.1 million by 2026 through a reverse split, so the dilution ran its full course.

Immediately before the combination all LanzaTech preferred stock converts into common at the ratio in LanzaTech's certificate of incorporation, and the filing states that as a result all accrued and any declared and unpaid dividends on each preferred share become payable — an obligation crystallised by the deal itself rather than by the merger consideration. 181,700,000 Class A shares is the registered ceiling and therefore the measure of dilution for an AMCI holder who does not redeem.

The pro-forma tables are the same numbers a reader of Amendment No. 4 already had: 200,917,259 shares with no redemptions — LanzaTech holders 164,167,259, public 15,000,000, PIPE investors 18,000,000, insiders 3,750,000 — against 186,621,165 at maximum, where 13,325,224 public shares (about 88.8%) redeem and public holders fall to 1,674,776. Trust stood at $150,969,468 over 15,000,000 shares, $10.06 each, leaving $150,769,468 after the $200,000 deferred underwriting commission. The $125,000,000 PIPE at $10.00 remains the route to the $230,000,000 floor.

Trust cannot meet that condition alone: it held $150,969,468 over 15,000,000 public shares, about $10.06 each, against a $230,000,000 floor, so the $125,000,000 initial PIPE — 12,500,000 shares at $10.00, of which 3,000,000 go to ArcelorMittal under the SAFE Note — is what closes the gap. The Sponsor Support Agreement puts up to one third of the insiders' converted founder shares at risk, pro rata, if more than 50% of Class A redeems. Pro forma with no redemptions: 200,917,259 shares — LanzaTech holders 164,167,259, public 15,000,000, PIPE 18,000,000, insiders 3,750,000.

The amendment to the merger agreement was approved by the AMCI board and executed by the parties on the same day, December 7, 2022. Immediately before the combination all LanzaTech preferred stock converts into common at the ratio in LanzaTech's certificate of incorporation, and the filing states that as a result all accrued and any declared and unpaid dividends on each preferred share become payable — an obligation crystallised by the deal itself. 181,700,000 Class A shares is the registered ceiling and the measure of dilution for an AMCI holder who does not redeem.

The exchange ratio is not a fixed number in this document. It is the Equity Value minus the LanzaTech Dividend Amount, divided by $10.00, divided by the number of LanzaTech common shares outstanding immediately prior to the effective time on a fully diluted basis after giving effect to the LanzaTech Share Conversion. The Dividend Amount is the accrued, declared and unpaid preferred dividends that become payable on that conversion, so the share count LanzaTech holders receive falls as that amount rises. The 181,700,000 shares on the cover are what is registered, not what is issued.

The pro-forma table is also a different table. Assuming no redemptions this version shows 207,836,012 shares — LanzaTech holders 164,086,012, public 15,000,000, PIPE investors 12,500,000, insiders 3,750,000 and a separate 12,500,000 for Proposed Additional Financing Investors — against 200,917,259 at Amendment No. 4, where the PIPE line reads 18,000,000 and the additional-financing line has gone. Maximum redemption assumes 13,536,706 shares (about 90.2%) out, later 13,325,224 (88.8%). Trust was $150,236,426, $10.02 per share, at June 30, 2022.

181,700,000 shares is the only quantity on the face of the filing; there is no Calculation of Registration Fee table on the cover, so no per-share price, aggregate offering price or fee accompanies it and the count cannot be cross-checked from the cover. Immediately before the combination all LanzaTech preferred shares convert automatically into LanzaTech common shares at the conversion ratio then in the certificate of incorporation, so the common share count that the exchange ratio is applied to is not fixed until that conversion happens.

What changed: Item 5.07: LanzaTech Global, Inc. held its 2026 annual meeting of stockholders on June 23, 2026. A total of 7,865,074 shares of common stock, approximately 77.96% of the shares entitled to vote, were represented in person, by remote communication or by proxy. As of the close of business on the April 28, 2026 record date there were 10,089,163 shares of common stock issued and outstanding and entitled to vote. Stockholders voted on three proposals, each described in the definitive proxy statement filed with the SEC on April 29, 2026. Why it matters: Turnout of 77.96% is healthy and confirms a quorum, but the number that stands out is the share count: 10,089,163 shares outstanding at a company that came public through a SPAC, which points to a reverse split and a much-reduced equity base. For a holder that is the context for reading any per-share figure at this company. The filing lists three proposals without describing them here, so the substance of what was approved has to come from the April 29, 2026 proxy statement.