LanzaTech to go public in $2.2bn SPAC deal

May 2022 | DEALFRONT | MERGERS & ACQUISITIONS

Financier Worldwide Magazine

May 2022 Issue

In a transaction that values the carbon recycling technology company at $2.2bn, LanzaTech NZ, Inc. is to go public via a merger with special purpose acquisition company (SPAC) AMCI Acquisition Corp. II.

The transaction is expected to raise gross proceeds of nearly $275m, comprising the $150m AMCI raised in its initial public offering (IPO) and a private investment in public equity of nearly $125m from investors, including BASF, Khosla Ventures and the New Zealand Superannuation Fund.

Upon closing of the transaction, which is expected to be completed in the third quarter of 2022, 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’.

“Our primary objective in forming AMCI 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,” said Nimesh Patel, chief executive of AMCI Acquisition Corp. II. “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,” he continued. “This technology has been 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.”

Founded in 2005 and headquartered in Illinois, US, LanzaTech harnesses the power of biology and big data to create climate-safe materials and fuels. Its first two commercial scale gas fermentation plants have produced over 30 million gallons of ethanol, which is the equivalent of offsetting the release of 150,000 metric tonnes of CO2 into the atmosphere. Additional plants are under construction globally.

LanzaTech’s capital-light, licensing-driven business model enables it to significantly accelerate the deployment of its patent-protected technology, as well as creating a truly global opportunity set of customers unencumbered by geography. By licensing its technology to customers, LanzaTech provides an opportunity to drive significant progress toward sustainability goals.

Moreover, LanzaTech’s management believes that its proven commercialised technology has the potential to enable decarbonisation in many of the world’s most carbon-intensive industries. “We are showing the world what is possible when we radically rethink how we source, use and dispose of carbon,” said Dr Jennifer Holmgren, chief executive of LanzaTech. “We are excited to be on this journey. 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.”

The boards of AMCI and LanzaTech have approved the proposed transaction, which is subject to approval by LanzaTech’s stockholders and AMCI’s stockholders, and the satisfaction or waiver of other customary closing conditions.

Serving as exclusive financial adviser to AMCI is Evercore Group LLC, while Barclays Capital Inc. is serving as exclusive financial adviser and capital markets adviser to LanzaTech. Evercore Group LLC and Goldman Sachs & Co. LLC are serving as capital markets advisers to AMCI, with White & Case LLP serving as legal adviser. Covington & Burling LLP is serving as legal adviser to LanzaTech.

Mr Patel concluded: “We are excited to partner with LanzaTech as it continues to scale its technology deployment and grow its business.”

Fraser Tennant