Business combination with AMCI expected to transform LanzaTech

The business combination of LanzaTech NZ, Inc., a carbon recycling technology company based in Skokie, Illinois, U.S.A., with AMCI Acquisition Corp. II (AMCI) is expected to close soon, following approval by AMCI shareholders at a Special Meeting held on February 6, 2023.

“We are pleased to complete this transaction and solidify our partnership with LanzaTech. We appreciate the support of our stockholders at today’s vote,” said Nimesh Patel, chief executive officer of AMCI Acquisition Corp. II. “We are proud to continue this journey with LanzaTech and are excited about what they will be able to accomplish on their mission of enabling a lower-carbon world.”

AMCI Acquisition Corp. II is a blank check company or special purpose acquisition company (SPAC) whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. 

Last year, LanzaTech announced plans to go public by merging with AMCI Acquisition Corp II (AMCI.O), in a deal that valued the company at USD2.2 billion. LanzaTech entered into a definitive merger agreement with AMCI Acquisition Corp. II on March 8, 2022. 

An SPAC such as AMCI Acquisition Corp. II typically sells shares at USD10 each, puts the cash in a trust account, and then searches for a firm with which it can merge, taking it public in the process. On August 6, 2021, AMCI Acquisition Corp. II  announced that it closed its initial public offering of 15,000,000 units. The offering was priced at USD10.00 per unit, resulting in gross proceeds of USD150 million.

The business combination with LanzaTech is expected to raise gross proceeds of approximately USD275 million, comprised of AMCI’s USD150 million of cash held in trust, and a committed common equity of approximately USD125 million from private investment in public equity (PIPE), at USD10.00 per share, by investors AMCI, ArcelorMittal, BASF, K1W1, Khosla Ventures, Mitsui & Co., Ltd., New Zealand Superannuation Fund, Oxy Low Carbon Ventures LLC, Primetals Technologies, SHV Energy and Trafigura.

LanzaTech stockholders will roll 100% of their equity holdings into common stock of the new public combined company in exchange for their LanzaTech shares. Upon closing, the combined company is expected to trade on Nasdaq under the ticker symbol “LNZA”.

Proceeds raised from the transaction are expected to fund the execution of LanzaTech’s business plan, accelerate commercial operations, fund capital requirements associated with development projects in which LanzaTech has chosen to participate with partners and continued technological innovation.

The company also announced it has entered into a USD100 million forward purchase agreement with ACM ARRT H LLC to enhance financial flexibility. AMCI and LanzaTech also announced that they have received additional PIPE investments from existing and new PIPE investors.

“We are excited to reach this critical milestone in our corporate journey, made possible by the immeasurable and enduring support from our many partners across the globe,” said Dr. Jennifer Holmgren, chief executive officer of LanzaTech. “Once completed, our business combination with AMCI will mark a transformative step in LanzaTech’s quest towards enabling a cleaner world. Our upsized PIPE illustrates the valuable support we continue to receive from new and existing strategic investors. We are confident that with our new public platform and financial resources, we will be able to accelerate and amplify our mission of creating a post-pollution future for all.”