AMCI ACQUISITION CORP.
975 Georges Station Road,
1501 Ligonier Street, Suite 900370
Greensburg,
Latrobe, Pennsylvania
15601To the Stockholders of15650
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 16, 2020
TO THE STOCKHOLDERS OF AMCI
Acquisition Corp.ACQUISITION CORP.:
You are cordially invited to attend the
2019 annualspecial meeting,
of stockholders (the “Annual Meeting”) of AMCI Acquisition Corp. (the “Company”)which we refer to
be held on December 16, 2019 at 10:00 a.m., local time, at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105 to consider and vote upon the following proposals: | 1. | To elect one director to serve as a Class I director on the Company’s Board of Directors (the “Board”) until the 2022 annual meeting of stockholders or until his successor is elected and qualified; |
| 2. | To ratify the selection by our audit committee of Marcum LLP to serve as our independent registered public accounting firm for the year ending December 31, 2019; and |
| 3. | Such other matters as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof. |
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEE AND “FOR” THE RATIFICATION OF MARCUM LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
The Board has fixed the close of business on November 15, 2019 as the record date (the “Record Date”) for the determination“Special Meeting”, of stockholders entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Accordingly, only stockholders of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote at, the Annual Meeting or any postponement or adjournment thereof.
Your vote is important. You are requested to carefully read the proxy statement and accompanying Notice of Annual Meeting for a more complete statement of matters to be considered at the Annual Meeting.
By Order of the Board,
/s/ William Hunter
President, Chief Executive Officer, Chief Financial Officer and Director
This proxy statement is dated November 29, 2019
and is being mailed with the form of proxy on or shortly after November 29, 2019.
IMPORTANT
Whether or not you expect to attend the Annual Meeting, you are respectfully requested by the Board of Directors to sign, date and return the enclosed proxy promptly, or follow the instructions contained in the proxy card or voting instructions. If you grant a proxy, you may revoke it at any time prior to the Annual Meeting or vote in person at the Annual Meeting.
PLEASE NOTE: If your shares are held in street name, your broker, bank, custodian, or other nominee holder cannot vote your shares in the election of directors unless you direct the nominee holder how to vote, by returning your proxy card or by following the instructions contained on the proxy card or voting instruction form, or submit your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card.
TABLE OF CONTENTS
AMCI ACQUISITION CORP.
975 Georges Station Road, Suite 900
Greensburg, Pennsylvania 15601
NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 16, 2019
To the Stockholders of AMCI Acquisition Corp.:
NOTICE IS HEREBY GIVEN that the 2019 annual meeting of stockholders (the “Annual Meeting”) of AMCI Acquisition Corp., a Delaware corporation (thewhich we refer to as “we”, “us”, “our”, “AMCI” or the “Company”), willto be held on Monday, December 16, 2019 at 10:00 a.m. Eastern Time on October 16 , local time, at2020. The formal meeting notice and proxy statement for the officesSpecial Meeting are attached.
The Special Meeting will be a completely virtual meeting of
Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105, to consider and vote upon the following proposals: | 1. | To elect one director to serve as a Class I director on the Company’s Board of Directors (the “Board”) until the 2022 annual meeting of stockholders or until his successor is elected and qualified; |
| 2. | To ratify the selection by our audit committee of Marcum LLP (“Marcum”) to serve as our independent registered public accounting firm for the year ending December 31, 2019; and |
| 3. | Such other matters as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof. |
Only stockholders, of record of the Company as of the close of business on November 15, 2019 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Each share of common stock entitles the holder thereof to one vote.
Your vote is important. Proxy voting permits stockholders unablewhich will be conducted via live webcast. You will be able to attend the AnnualSpecial Meeting online, vote and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/amciacquisition/sm2020. We are pleased to utilize the virtual stockholder meeting technology to (i) provide ready access and cost savings for our stockholders and the company, and (ii) to promote social distancing pursuant to guidance provided by the Center for Disease Control and the U.S. Securities and Exchange Commission due to the novel coronavirus. The virtual meeting format allows attendance from any location in the world.
Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote
their shares throughby telephone, or, if you received a
proxy. By appointing aprinted form of proxy
in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented
and voted in accordance with your instructions. You can voteat the Special Meeting. Instructions on voting your shares
by completing and returning your proxy card, or submit your proxy by telephone, fax, or over the Internet (if those options are
available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxy as recommended by the Board. You can change your voting instructions or revoke your proxy at any time prior to the Annual Meeting by following the instructions included in this proxy statement and on the proxy
card.materials you received for the Special Meeting. Even if you plan to attend the AnnualSpecial Meeting in person,online, it is strongly recommended that you complete and return your proxy card before the AnnualSpecial Meeting date, to ensure that your shares will be represented at the AnnualSpecial Meeting if you are unable to attend.
The accompanying proxy statement, which we refer to as the “Proxy Statement”, is dated October 1, 2020, and is first being mailed to stockholders of the Company on or about October 1, 2020. The purpose of the Special Meeting is solely to consider and vote upon the following proposals:
• | a proposal to amend the Company’s amended and restated certificate of incorporation, which we refer to as the “charter”, in the form set forth in Annex A to the accompanying Proxy Statement, which we refer to as the “Extension Amendment” and such proposal the “Extension Amendment Proposal”, to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, which we refer to as a “business combination”, (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Company’s initial public offering that was consummated on November 20, 2018, which we refer to as the “IPO”, from October 20, 2020 to February 22, 2021 or such earlier date as determined by the Board, which we refer to as the “Extension”, and such later date, the “Extended Date”; and |
a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, which we refer to as the “Adjournment Proposal”. The Adjournment Proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Extension Amendment Proposal.
Each of the Extension Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement.
The purpose of the Extension Amendment is to allow the Company more time to complete its initial business combination. We have entered into a non-binding letter of intent with an innovation-driven, high-growth, fuel cell technology company for an initial business combination. The target is developing fuel cell technology that we believe will be a key to unlocking the hydrogen economy. Completion of the transaction is subject to, among other matters, the completion of due diligence, the negotiation and execution of a definitive agreement providing for the transaction, satisfaction of the conditions included therein and approval of the transaction by our stockholders. Accordingly, there can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be