LanzaTech merges with SPAC AMCI Acquisition Corp. II
Photo courtesy of LanzaTech

LanzaTech merges with SPAC AMCI Acquisition Corp. II

AMCI Acquisition Corp. II (AMCI), a publicly-traded special purpose acquisition company (SPAC), is combining with biotechnology firm LanzaTech NZ, Inc. Upon closing of the transaction, the combined company will be renamed LanzaTech Global, Inc. and its common stock is expected to be listed on Nasdaq under the ticker symbol LNZA.

An SPAC has no commercial operations and is formed strictly to raise capital through an initial public offering (IPO) for the purpose of acquiring or merging with an existing company, thus making it public without going through the traditional initial public offering process.

AMCI Acquisition Corp. II was formed for the purpose of effecting a merger with a business focused on decarbonizing the heavy industrial complex and transitioning the global energy mix to a lower carbon footprint.

Sponsor AMCI invests in and operates industrial businesses focused on natural resources, transportation, infrastructure, metals and energy. AMCI has now invested more than USD1.7 billion in 40 industrial companies and has an existing portfolio consisting of 21 companies located around the world.

The proposed business combination values LanzaTech at an implied USD1.8 billion pro forma enterprise value. The combined company is expected to receive gross proceeds of approximately USD275 million.

The boards of directors of AMCI and LanzaTech have approved the proposed transaction, which is expected to be completed in the third quarter of 2022, subject to, among other things, the approval by LanzaTech’s stockholders and AMCI’s stockholders and the satisfaction or waiver of other customary closing conditions.

Proceeds from the transaction are expected to provide funds to accelerate LanzaTech’s commercial operations, capital requirements associated with development projects in which LanzaTech has chosen to participate with partners, and continued technological innovation. LanzaTech will continue to be based in Chicago, Illinois, U.S.A., and led by Dr. Jennifer Holmgren, chief executive officer of LanzaTech, and other key members of LanzaTech’s executive leadership.

“Our primary objective in forming AMCI Acquisition Corp. II was to partner with a disruptive company focused on decarbonizing the heavy industrial complex and transitioning the global energy mix to a lower carbon footprint. We are pleased to have found that partner in LanzaTech. LanzaTech is facilitating the creation of a circular economy where carbon can be reused rather than wasted through the adoption of its economically viable and scalable technology, designed to enable industrial users of carbon intensive inputs and raw materials to reduce their environmental impact and to replace materials made from virgin fossil fuel resources with recycled carbon. We are excited to partner with LanzaTech as it continues to scale its technology deployment and grow its business,” said Nimesh Patel, chief executive officer of AMCI Acquisition Corp. II.

LanzaTech’s capital-light, licensing-driven business model not only enables LanzaTech to significantly accelerate the deployment of its patent-protected technology, but also creates a set of customers unencumbered by geography. By licensing its technology to customers, LanzaTech provides an opportunity to drive significant progress toward sustainability goals.

LanzaTech’s management believes that its proven commercialized technology has the potential to enable decarbonization in many of the world’s most carbon intensive industries.

“We believe with AMCI that this is a transformative step in our quest to create a sustainable future for all, where everything can be made from recycled carbon,”  said Holmgren.

LanzaTech’s gas fermentation technology can provide a profitable pathway for solving the significant carbon problem of heavy industry. Since its inception in 2005, LanzaTech has worked to validate its technology in the real-world industrial marketplace. In 2020, LanzaTech formed and spun out a new company, LanzaJet, to scale up production of sustainable aviation fuel. Both companies have built a roster of customers, partners and investors from a wide variety of industries that range from steel producers including ArcelorMittal and traditional energy companies such as Suncor Energy and Shell to aviation companies including All Nippon Airways, British Airways and Virgin Atlantic.

LanzaTech’s extensive network of customers and partners have committed approximately USD800 million in the development of new facilities using LanzaTech’s technology, including two commercially operating plants and seven plants under construction. These new facilities are expected to bring on significant new production capacity in the future and serve as a major validation to potential future customers as the roster of these notable partners continues to grow.

Evercore Group L.L.C. is serving as exclusive financial advisor to AMCI. Barclays Capital Inc. is serving as exclusive financial advisor and capital markets advisor to LanzaTech. Goldman Sachs & Co. LLC, Barclays Capital Inc. and Evercore Group L.L.C. are serving as placement agents for the PIPE transaction for AMCI. Evercore Group L.L.C. and Goldman Sachs & Co. LLC are serving as capital markets advisors to AMCI. White & Case LLP is serving as legal advisor to AMCI. Covington & Burling LLP is serving as legal advisor to LanzaTech. Ropes & Gray LLP is serving as legal advisor to the placement agents.