LanzaTech Global, Inc. (LNZA) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. Will the meeting please come to order? I'm Dr. Jennifer Holmgren, Chief Executive Officer and Chair of the Board of Directors of LanzaTech Global, Inc. And it is my pleasure to welcome all of you. It's 2:00 p.m. Central Time, and in accordance with the notice of meeting, I call to order the company's special meeting of stockholders. I would like to introduce Joe Blasko, our General Counsel and Corporate Secretary, who will act as Secretary of this meeting and record the minutes as well as Petronella Gielissen, a representative of Continental Stock Transfer and Trust Company, our transfer agent, who has been appointed to serve as inspector of elections for the special meeting and has taken the oath of inspector of election. That oath will be filed with the minutes of this meeting. This meeting will be conducted pursuant to the rules of conduct located on the special meeting website. to conduct an orderly meeting, we ask the participants abide by these rules. The special meeting website also contains instructions for submitting questions during today's meeting. Thank you in advance for your cooperation with these rules. If any stockholder or proxy or attending this meeting has not yet voted your shares or wishes to change the vote. Please remember that you may vote your shares online at any time during this meeting prior to the closing of the polls. Also note that if you or your broker have already provided a proxy, you do not need to vote during the meeting. We will now report on the mailing of the notice of this special meeting and the presence of a quorum. We refer investors to the definitive proxy statement filed with the Securities and Exchange Commission on September 9, 2024. This meeting is held pursuant to a written notice of meeting that was first filed with the Securities and Exchange Commission on September 9 and mailed on or about September 10 to each of the stockholders of record as of August 29, who is entitled to vote. All documents concerning this call and notice of the meeting, including an affidavit of mailing, will be filed with the records of the meeting. A list of stockholders eligible to vote at the special meeting has been made available for review during the regular business hours that are headquarters in Skokie, Illinois for the 10 days prior to the date of the special meeting. Our first order of business at the special meeting is to determine whether the shares represented at the meeting, either in person or by proxy are sufficient to constitute a quorum for the purposes of transacting business. Joe, do you have a report?

Yes, Jennifer. At the close of business on the record date, there were 197,782,055 shares of common stock outstanding and entitled to vote at this special meeting. We are informed by the Inspector of Elections that they are represented in person or by proxy 115,467,888 shares of common stock or approximately 58.38% of all of the shares entitled to vote at this meeting.

Thank you. Because holders of the majority of the shares entitled to vote at this meeting are present in person or by proxy, quorum is present for the purpose of transacting business. I declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. On behalf of the Board of Directors, I would like to express my appreciation to all stockholders who returned their proxies. The polls are now open. As I previously noted, you may vote your shares online at any time during this meeting prior to the closing of the polls. The first proposal is the authorization -- the authorized share proposal. The next sort of business is a description of the matters to be voted on at today's meeting. The first matter to be acted upon by our stockholders is a proposal to approve an amendment to our second and amended and restated Certificate of Incorporation to increase the number of authorized shares of common stock from $400 million to $600 million, which is discussed in Proposal 1 beginning on Page 8 of the proxy statement. Our Board has so member vote for this proposal. The affirmative vote of the majority of the votes cast is required for this proposal. Abstensions and broker nonvoters are not considered votes cast and will have no effect on the vote for this proposal. I will now move on to Proposal #2. The second matter to be acted upon by our stockholders is a proposal to approve any change of control under NASDAQ Listing Rule 5635 (b) resulting from the issuance of shares of the company's common stock in connection with the conversion of the convertible notes, which were issued in a private placement. This proposal is discussed in Proposal 2 of the proxy statement beginning on Page 12. Our Board has recommended a vote for this proposal. The affirmative vote of the majority of the votes cast is required for this proposal. Abstentions and broker nonvotes are not considered votes cast and will have no effect on the vote for this proposal. I will now move on to Proposal #3. The third matter to be acted upon by our stockholders is a proposal to approve the company's ability to settle conversions of the company's convertible notes, which were issued in a private state placement using shares of the company's common stock in excess of 19.9% of the number of outstanding shares of common stock as required in accordance with NASDAQ Listing Rule 5635 (d), which is discussed in Proposal 3 of the proxy statement beginning on Page 13. Our Board has opened ended a vote for this proposal. The affirmative vote of the majority of the votes cast is required for this proposal. Abstentions and broker nonvotes are not considered votes cast and will have no effect on the vote for this proposal. I will now move on to proposal #4. The final matter to be acted upon by our stockholders is a proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve Proposals 1, 2 or 3 at the time of the special meeting or in the absence of a quorum, which is discussed in Proposal 4 of the proxy statement beginning on Page 14. Our Board has recommended a vote for this proposal. The affirmative vote of the majority of the shares of common stock present, including by means of remote communication or represented by proxy entitled to vote on this proposal is required for approval of this proposal. Abstentions will have the same effect as a vote against the adjournment proposal. Broker nonvotes will have no effect on the vote for the adjournment proposal. The polls are now open. If you already submitted your proxy or voted online, you do not need to vote today. If you have not yet submitted your proxy, and wish to vote on these items or wish to revoke the proxy previously submitted, you may vote via the online platform. We will pause for approximately one minute before closing the polls. [Voting]

The time is now 2:09 with 30 seconds p.m. Central Time on October 2, 2024, and I hereby declare the polls closed. The Inspector of Elections will count the votes. Will the secretary please report the preliminary results of the voting?

We have been informed by the Inspector of Election that all proxies and votes have been counted and that based on the preliminary report of the inspector of election; one, the stockholders have approved Proposal 1, the authorized share proposal; two, the stockholders have approved Proposal 2, the NASDAQ Listing Rule 5635 (b) proposal; three, the stockholders have approved Proposal 3, the NASDAQ Listing Rule 5635(d) proposal; and four, the stockholders have approved Proposal 4, the Adjournment proposal. Following the completion of this meeting, the inspector of elections will provide a certificate of results, which will be filed with the minutes from this meeting. We will also disclose the official and final voting results for the matters voted on at this special meeting in the current report on Form 8-K that we will file with the Securities and Exchange Commission within 4 business days.

Thank you for attending today's meeting. The meeting is adjourned. We will now close the call.