#1Empty#2Disclaimer The Presentation (Together with Oral Statements Made in Connection Herewith) This presentation (together with oral statements made in connection herewith, this "Presentation") is for informational purposes only. This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This Presentation has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Lanza Tech NZ, Inc. ("Lanza Tech", or the "Company") and AMCI Acquisition Corporation II ("AMCI"), and the related transactions including a potential investment in AMCI (the "Proposed Business Combination" or "Transaction"), and for no other purpose. The proposed terms of the Transaction reflected in the Presentation are indicative, non-binding, and proposed by AMCI. Any and all terms remain subject to further discussion, negotiation, and change. Neither the SEC nor any securities commission of any other U.S. or non-U.S. jurisdiction has approved or disapproved of the securities or of the Proposed Business Combination contemplated hereby or determined that this Presentation is truthful or complete. Any representation to the contrary is a criminal offense. AMCI will make any offer to sell securities only pursuant to a definitive subscription agreement, and AMCI reserves the right to withdraw or amend for any reason any offering and to reject any subscription agreement in whole or in part for any reason. This Presentation and information contained herein constitutes confidential information and is provided to you on the condition that you agree that you will hold it in strict confidence and not reproduce, disclose, forward or distribute it in whole or in part without the prior written consent of AMCI and the Company and is intended for the recipient hereof only. By accepting this Presentation, you acknowledge and agree that all of the information contained herein or disclosed orally in connection with this Presentation is confidential, that you will not distribute, disclose and use such information tr any purpose other than for the purpose of your firm's participation in the potential financing, that you will not distribute, disclose or use such information in any way detrimental to LanzaTech or AMCI, and that you will return to LanzaTech and AMCI, delete or destroy this Presentation upon request. No representations or warranties, express or implied are given in, or in respect of, this Presentation. To the fullest extent permitted by law in no circumstances will AMCI, Lanza Tech or any of their respective subsidiaries, security holders, affiliates, representatives, partners, directors, officers employees, advisers, or agents be responsible or liable for any direct, indirect, or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Although all information and opinions expressed in this Presentation, including industry and market data obtained from third-party industry publications and sources as well as from research reports prepared for other purposes, were obtained from sources believed to be reliable and are included in good faith, neither AMCI nor LanzaTech has independently verified the information obtained from these sources and cannot assure you of the information's accuracy or completeness. This information is subject to change. Some data are also based on the good faith estimates of LanzaTech and AMCI, which are derived from their respective views of internal sources as well as the independent sources described above. Lanza Tech's forward-looking statements related to product performance, product cost and product sales related projections are based upon but not limited to discussions and/or agreements with customers, suppliers, partners and academic research organizations as well as the Company's first commercial scale system built and operating in China. In addition, this Presentation, does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of Lanza Tech or the Proposed Business Combination. Viewers of this Presentation should each make their own evaluation of Lanza Tech and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Nothing herein should be construed as legal, financial tax or other advice. You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. Nothing contained herein shall be deemed a recommendation to any party to enter into any transaction or take any course of action. In connection with the Proposed Business Combination, AMCI intends to file with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4 containing a preliminary proxy statement and a preliminary prospectus of, AMCI and, after the registration statement is declared effective, AMCI will mail a definitive proxy statement/prospectus relating to the Proposed Business Combination to its stockholders. Shareholders and other interested persons are urged to read the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and any other relevant documents filed with the SEC when they become available because they will contain important information about AMCI, Lanza Tech and the Proposed Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the Proposed Business Combination will be mailed to stockholders of AMCI as of a record date to be established for voting on the Proposed Business Combination. Shareholders will also be able to obtain free copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, once available, without charge, t the SEC's website located at www.sec.gov, or by directing a request to AMCI Acquisition Corporation II, 600 Steamboat Road, Greenwich, CT 06830. AMCI, LanzaTech and their directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from AMCI's shareholders in respect of the Proposed Business Combination and the other matters set forth in the registration statement. Information regarding AMCI's directors and executive officers is available under the heading "Management" in AMCI's final prospectus used in its initial public offering, which was filed with the SEC and is available free of charge at the SECS website at www.sec.gov, or by directing a request to AMCI Acquisition Corporation II, 600 Steamboat Road, Greenwich, CT 06830. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests by security holdings or otherwise, will be contained in the proxy statement/prospectus relating to the Proposed Business Combination when it becomes available. Forward Looking Statements Certain statements included in this Presentation that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe", "may", "will", "estimate", "continue", "anticipate", "intend", "expect", "should", "would", "plan", "predict", "potential", "seem", "seek", "future", "outlook" and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity, expectations and timing related to the rollout of LanzaTech's business and timing of deployments, customer growth and other business milestones, potential benefits of the Proposed Business Combination and PIPE investment (the "Proposed Transactions"), and expectations relating to the Proposed Transactions. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of LanzaTech's and AMCI's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of Lanza Tech and AMCI. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely enter into definitive agreements with respect to the Proposed Transactions or consummate the Proposed Transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Transactions or that the approval of the stockholders of AMCI or LanzaTech is not obtained; failure to realize the anticipated benefits of the Proposed Transactions; matters discovered by AMCI or LanzaTech as they complete their respective due diligence investigations of each other; risks relating to the uncertainty of the projected financial information with respect to LanzaTech; risks related to the rollout of LanzaTech's business and the timing of expected business milestones; ability to negotiate definitive contractual arrangements with potential customers; the impact of competitive technologies; ability to obtain sufficient supply of materials; the impact of Covid-19; global economic conditions; ability to meet installation schedules; the effects of competition on Lanza Tech's future business; the amount of redemption requests made by AMCI's public stockholders; and those factors discussed in documents AMCI has filed or will file with the SEC, together with the risks described in this Presentation under the heading "Risk Factors." Additional risks related to Lanza Tech's business include, but are not limited to: the Company has not yet deployed its technology at scale in commercial deployments; the long bidding and sales cycle in the industry; the success of the project incorporating the Company's systems, governmental regulation; environmental regulation; most of the Company's sales pipeline is not in the form of definitive agreements; the Company's ability to negotiate and enter into definitive agreements on favorable terms, if at all; construction delays; potential defects in the Company's systems; whether in the design, manufacturing or assembly or otherwise; the impact of competing technologies; intellectual property-related claims; ability to expand operations internationally: ability to attract and retain qualified personnel; ability to continue to source materials and components locally; ability of the Company's systems to provide favorable economic benefits to customers as compared to competing technologies; and the continued demand for renewable energy. LanzaTech 2#3Disclaimer The Presentation (Together with Oral Statements Made in Connection Herewith) If any of these risks materialize or AMCI's or Lanza Tech's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither AMCI nor Lanza Tech presently know or that AMCI and Lanza Tech currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect AMCI's and Lanza Tech's expectations, plans, or forecasts of future events and views as of the date of this Presentation. AMCI and Lanza Tech anticipate that subsequent events and developments will cause AMCI's and Lanza Tech's assessments to change. However, while AMCI and Lanza Tech may elect to update these forward-looking statements at some point in the future, AMCI and LanzaTech specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing AMCI's and Lanza Tech's assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither Lanza Tech, AMCI, nor any of their respective affiliates have any obligation to update this Presentation. Use of Projections This Presentation contains projected financial information with respect to Lanza Tech. Such projected financial information constitutes forward-looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive, and other risks and uncertainties that could cause actual results to differ materially from those contained in the projected financial information. Actual results may differ materially from the results contemplated by the projected financial information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved. Neither AMCI's nor the Company's independent auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. Financial Information; Non-GAAP Financial Measures The financial information and data contained in this Presentation is unaudited and does not conform to Regulation S-X or Regulation G. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented differently in, any proxy statement/prospectus or registration statement or other report or document to be filed or furnished by AMCI with the SEC. Some of the financial information and data contained in this Presentation, such as EBITDA, adjusted EBITDA, adjusted EBITDA invested capital, EBITDA margin, EBITDA / Capex, EV/EBITDA and EV/ Adjusted EBITDA, has not been prepared in accordance with United States generally accepted accounting principles ("GAAP"). AMCI and LanzaTech believe these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Lanza Tech's financial condition and results of operations. Lanza Tech's management uses these non-GAAP measures for trend analyses, for purposes of determining management incentive compensation and for budgeting and planning purposes. AMCI and Lanza Tech believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing Lanza Tech's financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Lanza Tech's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which items of expense and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. You should review Lanza Tech's summary unaudited financial information included in this presentation and Lanza Tech's audited financial statements, which will be included in the registration statement and proxy statement to be filed with the SEC. See "Non-GAAP Reconciliations" for reconciliations of estimated historical non-GAAP financial measures to their most directly comparable measure calculated in accordance with GAAP. A reconciliation of projected non-GAAP financial measures has not been provided as such reconciliation is not available without unreasonable efforts. Trademarks This Presentation contains trademarks, service marks, trade names, and copyrights of AMCI, Lanza Tech, and other companies, which are the property of their respective owners. The use or display of third parties trademarks, service marks, trade name or products in this Presentation is not intended to, and does not imply, a relationship with AMCI or LanzaTech, or an endorsement or sponsorship by or of AMCI or LanzaTech. Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear with the TM or SM symbols, but such references are not intended to indicate, in any way, that Lanza Tech or AMCI will not assert, to the fullest extent permitted under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names. Conflicts of Interest In addition, Goldman Sachs, LLC ("Goldman Sachs") is engaged as financial advisor to LanzaTech in connection with the Proposed Business Combination, and certain executives of Goldman Sachs hold equity securities of Lanza Tech, which will be converted into shares of common stock of AMCI in the transaction. As a result, it is possible that Goldman Sachs and its affiliates and representatives may be or may be perceived as being adverse to the interests of LanzaTech or AMCI in the context of the placement or otherwise. None of Goldman Sachs and its affiliates and representatives will be under any obligation or duty as a result of Goldman Sachs' engagement as placement agent to take any action or refrain from taking any action, or to exercise or not exercise any rights or remedies, that they may otherwise be entitled to take or exercise in respect of any such investment or Goldman Sachs engagement as financial advisor to LanzaTech. Preliminary Financial Information Lanza Tech reports its financial results in accordance with U.S. generally accepted accounting principles. All projected financial information and metrics in this presentation are preliminary. These estimates are not a comprehensive statement of Lanza Tech's financial position and. results of operations. There is no assurance that Lanza Tech will achieve its forecasted results within the relevant period or otherwise. Actual results may differ materially from these estimates as a result of actual year-end results, the completion of normal year-end accounting procedures and adjustments, including the execution of Lanza Tech's internal control over financial reporting, the completion of the preparation and management's review of Lanza Tech's financial statements for the relevant period and the subsequent occurrence or identification of events prior to the issuance of its financial results for the relevant period. LanzaTech 3#4AMCI has Identified LanzaTech as a Market Leader in the CarbonTech Ecosystem Key Company Highlights Established Carbon Tech company transforming carbon emissions to sustainable materials and sustainable aviation fuel ("SAF") ■■■Disruptive synthetic biology (synbio) platform integrated with proven engineering and commercial- scale operations Profitable, scalable decarbonization solution for industrial sectors today ■2 commercial plants operating ■7 additional plants under construction Capital-light, recurring revenue licensing model Rapidly growing demand for Carbon SmartTM chemicals from leading consumer brands and SAF from global airlines Founding shareholder of LanzaJet, a leading SAF company spun out in 2020 and backed by British Airways, Mitsui, Shell, and Suncor Blue-chip commercial partners and investors Exceptional management team with proven execution capability Pro Forma Capital Structure¹ ■Lanza Tech shareholders to roll over 100% of their equity ■ AMCI II (NASDAQ:AMCIU) has ~$150mm of cash in trust ■■■PIPE of ~$125mm as of March 7, 2022, sourced from existing investors, commercial partners, and new investors ■LanzaTech adds operating cash balance of $85mm projected as of March 31, 2022 ■ ~$315mm cash on the balance sheet pro forma from transaction² to fund growth Transaction Value ■Pre-money enterprise value of ~$1.7bn Attractive valuation versus synthetic biology, sustainable materials / fuels, and decarbonization peers World's first public carbon capture and transformation company ("CCT") AMCI Acquisition Corp. Il Presenters Nimesh Patel CEO & Director Brian Beem President & Director Great Hill PARTNERS CHRYSCAPITAL of FIRST RESERVE CORPORATION MERRILL A BANK OF AMERICA COMPANY LanzaTech Dr. Jennifer Holmgren CEO & Director Honeywell Uop Geoff Trukenbrod Chief Financial Officer aginity STERLING PARTNERS Source: LanzaTech management ¹Business Combination Agreement requires minimum net proceeds of $250mm to close. 2 Reflects SPAC and PIPE proceeds, assuming no redemptions, and projected balance sheet cash as of 31-Mar-2022, and is stated net of transaction fees, and does not include any further Projected Financing. LanzaTech 4#5LanzaTech Captures Carbon and Transforms it into Sustainable Products 5#6From waste#7Coral rasau The first cosmetic plastic bottle made from industrial carbon emissions. . . to products#8Being CarbonSmart™M Polymers Monomers Materials Fuels ~2 tons of CO₂ removed per ton of CarbonSmart™ product made¹ Chemicals Prote In a CarbonSmartTM world, carbon waste is transformed to nearly everything we use in our daily lives LanzaTech generates profitable ROIs for partners, accelerating adoption of CarbonSmart™ Products with CarbonSmart™ + ΠΕΓ E Fragrances Solvents 'Lanza Tech management; 2 Per Grand View Research (2019), Allied Market Research (2018), The Business Research Company (2019), Technavio (2019), Fortune Business Insights (2019) and Knowledge Sourcing Intelligence (2020). LanzaTech $1T Addressable Market² Potential for >1 billion tons/year of product from waste feedstocks 8#9Lanza Tech's Unique Transformation Process +++ ELECTROLYSIS & DIRECT AIR CAPTURE THE LANZATECH PROCESS FERMENTATION INDUSTRIAL OFF-GAS AGRICULTURAL & MUNICIPAL WASTE GASIFICATION COMPRESSION CLEAN UP SEPARATION FUELS STORAGE PROTEIN MATERIALS#101 Market Opportunity#11Proven Technology at the Nexus of Two Mandated Markets LanzaTech Industrial MITSUI & CO. GHG 12 Gigatons of carbon emissions emitted¹ Mandated need to reduce emissions इंडियन ऑयल IndianOil -BASF LanzaTech SUNCOR SHOUGANG ArcelorMittal ENERGY Consumer $1 Trillion Mandated markets Addressable Annual Market² and consumer demand L'ORÉAL Unilever COTY ①lululemon ZARA ANA virgin atlantic mibelle GROUP 'Climate Watch, The World Resources Institute, Global Change Data Lab; data as of 2016. 2 Per Grand View Research (2019), Allied Market Research (2018), The Business Research Company (2019), Technavio (2019), Fortune Business Insights (2019) and Knowledge Sourcing Intelligence (2020). 11 DC#12Sustainable Aviation Fuels Market Opportunity "SAFS are the only viable near-term option to decrease emissions in the aviation sector, as they are compatible with current aircraft engines and fueling infrastructure and can power flights with no distance limits" (McKinsey & Company)¹ Mandated Global Jet Fuel Demand (billion gallons per year) SAF Market Demand Drivers 70 0 160 Coalition 150 BOARD NOW SABA Eco Skies 140 SUSTAINABLE AVIATION BUYERS ALLIANCE Alliance coalition for sustainable flying 120 24 14 61 Notable Companies Represented Microsoft BOEING pwc SIEMENS BOSTON CONSULTING BCG C Select SAF Corporate Commitments 2 2020 2025 2030 2035 2040 SAF Target 10% by 2030 30% by 2030 30% by 2035 Expected SAF Mandate² Expected Additional SAF Demand³ Jet Fuel Demand 4 BRITISH AIRWAYS In order to reach expected 2030 SAF demand, global SAF capacity must achieve an 87% CAGR Companies Committed DELTA jetBlue 1 McKinsey & Company, Critical insights on the path to a net-zero aviation sector. 2 2020 and 2025 numbers from the International Air Transport Association. 2030, 2035 and 2040 numbers are assumed as 10%, 20% and 30% of global jet fuel demand, respectively. 3 World Economic Forum, Clean Skies for Tomorrow 2030 Ambition Statement 4 World Economic Forum, Clean Skies for Tomorrow Insight Report FedExⓇ ups LanzaTech 12#13Lanza Tech Provides a Profitable Pathway to Solving Heavy Industries' Carbon Problem Addressing industrial Profitable to CO2 Emitter carbon emissions while LanzaTech ✓✓ preserving trillions of dollars of existing infrastructure Purchase X Offsets Pay ~25% global greenhouse gas Penalties emissions are from heavy industries¹ Sequester Among CCT solutions, Lanza Tech is ready now and cost effective LanzaTech Future Technologies ? Ability to Use Existing Infrastructure ? Carbon Captured/ Avoided Commercially Available × х ✓✓✓ Source: Lanza Tech management, 'Climate Watch, The World Resource Institute, Global Change Data Lab; data as of 2016 13#14Global Fortune 500 Partners Deploying LanzaTech's Technology Key Partners ~$800mm invested by world class partners deploying Lanza Tech's technology, resulting in expected product capacity of ~600,000 mtpa (200 million gallons/year) ArcelorMittal Shougang LanzaTech MITSUI & CO. ◉-BASF LT Lanza Tech technology deployed globally Additional plants under construction; technology rollout across China LT 厢 Commercial project investor, including in SGLT plants, and offtaker LT Strategic partner for new LanzaTech chemicals SEKISUI LT Building LanzaTech's first commercial MSW conversion facility; plans for deployment across Japan SUNCOR ENERGY LT Active technology and project development partner LanzaTech Lanza Tech LanzaJet LT Investor Investor इंडियन ऑयल IndianOil 7.10 Порес LT Building first refinery off-gas plant; plans for broad deployment LT Partner for chemicals commercialization and deployment Commercial Plant Partner Source: Lanza Tech management 14#15Lanza Tech's Network of Trusted Investors and Partners Range from Industrial Emitters to Aviation Companies and Consumer Brands khosla ventures इंडियन ऑयल IndianOil Over $500M Raised from World Class Investors NZSUPERFUND Te Kaitiaki Tahua Penihana Kaumātua o Aotearoa KIW1 K One W One Ltd. PETRONAS SUNCOR ENERGY ArcelorMittal ◉⚫ BASF CITIC CAPITAL 中信資本 "We have worked with Lanza Tech for several years, know their leadership team well and understand the potential of their technology and the role it can play in not only helping us to decarbonize, but also in producing valuable products from our carbon bearing gases which can help the decarbonization of other sectors. Extending our relationship through this investment was therefore a natural next step and we are very pleased to now have an excellent CCU technology company within our XCarb™ innovation fund portfolio." Pinakin Chaubal, ArcelorMittal Chief Technology Officer ArcelorMittal "The integration of Lanza Tech's gas fermentation technology into BASF's Verbund enables us to take an important step towards a carbon-neutral circular economy." Dr. Detlef Kratz, BASF President R&D at BASF LanzaTech Q-BASF novo holdings ОРЕС Investors in life science MITSUI & CO. QIMING VENTURE PARTNERS "The LanzaTech process is important because this fuel takes waste, carbon-rich gases from industrial factories and gives them a second life - so that new fossil fuels don't have to be taken out of the ground. This flight is a huge step forward in making this new technology a mainstream reality." Sir Richard Branson, Virgin Atlantic virgin atlantic Founder of Virgin Group, following the first commercial flight using SAF from steel mill emissions "We are capturing emissions before they pollute our atmosphere and are at the same time moving away from fossil-based materials." Caspar Coppetti, On Co-Founder and Executive Co-Chairman DC ឥ Source: Bloomberg, company filings 15#162 Company and Technology Overview IN E 【贯彻落实党的十九:#17Lanza Tech Leadership Who We Are Jennifer Holmgren CEO & Director Honeywell Uop Sean Simpson CSO, Co-Founder, & Director Over 20 publications and 200 patents Geoff STERLING PARTNERS Trukenbrod CFO aginity 2012 BARACKOBAMA.COM Freya Burton Chief Sustainability Officer UNIVERSITY OF CAMBRIDGE Julie Zarraga VP, Engineering MERICHEM Honeywell Uop Johanna Haggstrom VP, Chemicals & Hydrocarbon Tech HALLIBURTON 35 patents, applications, and publications Our DNA Process Integration & Commercialization Refining, Aviation & Biotech Mark Burton General Counsel ashurst chapman tripp Uop Rob Conrado VP, Engineering Design and Development Jimmy Samartzis CEO, Lanza Jet -GROUP Claudio Bertelli VP, Business Development LanzaTech Honeywell MOSSI GHISOLFI arpa.e Lanzajet UNITED 150+ years Management Experience 17#18Poised for Growth: 17 Years of Intellectual Property Development and Technology Commercialization ZARA Ω mibelle GROUP M virgin atlantic COTY Unilever Te L'ORÉAL Market is Ready for Lanza Tech Demonstrated market and regulatory need for decarbonization solutions Lanza Tech recognized as carbon capture and transformation leader MIGROS TotalEnergies BOEING Foundation Built: Fully Commercialized Proven, scalable, profitable Multiple pilot, demo, and commercial World class biology Synbio and Al expertise deployments LanzaTech Intellectual property moat +1,115 issued patents, global reach Market and partners CarbonSmartTM products and SAF supply with top brands SHOUGANG Innovate and Capitalize on Market Inflection इंडियन ऑयल SEKISUI ArcelorMittal IndianOil Lanzajet Source: Lanza Tech management 18#19Broad Technology Platform with Patent Protection Forms Competitive Moat Upstream Patents Feedstocks and characterization Gasification integration with fermentation Electrolysis for use of CO2 in LT process одво Gas Conditioning 冒 D1 Core Synthetic Biology & Fermentation Patents Chassis Strains Expression Strategies 689 Equipment Design Downstream Product Portfolio Patents Product Recovery 100 Potential Chemicals Identified HO 3-hydroxypropionate Acetic Acid ON CH Lactic acid 3-HB (R,S,mix) ✓ OH Butyric acid ✓ OH 1,3-BDO (R,S,mix) Яна сносна ногу Citramalic Acid 10% Ketovaleric acid Alanine PHB Сон Ethanol Isopropanol OH Process Controls Catalytic Products HO Mevalonic Acid MEG нотон 1,3-PDO (R,S,mix) Methionine Тоня 2-HB H 2,3-BDO (RR,meso,mix) Butylene olyou Acetone CHO MOH 4-HB Succinic acid Enzyme Pathways Biological Products Secondary Fermentations Ketoglutate C6-C14 Hydroxyacids 2-HIBA Genetic Tools 1,3-BDO (R,S,mix) Leucine Isoleucine C6-C14 Alkylmalates Isoprene OH Integrations Nutrition Applications C6-C14 Alcohols n-butanol OHI FAEE FABE Phenyl ethanol Lanza Tech has over 1,115 patents granted worldwide with over 470 pending LanzaTech 19#20Lanza Tech Offers Carbon Negative Products Today With Inevitable Improvement Over Time Sustainable Aviation Fuel With LanzaJet Process Monoethylene glycol (MEG) As a chemical intermediate ויו kg CO₂e/kg product g CO₂e/MJ Fossil Equivalent¹ 2.1 89 14 LanzaTech with renewable energy Lanza Tech with biogas feedstock -10 LanzaTech from offgas Lanza Tech with renewable energy Renewable Energy Further reduces carbon intensity of LanzaTech process and products Carbon Negative Feedstocks Enable increasingly negative product carbon intensity Net Zero Economy Enabled by Lanza Tech products Fossil Equivalent² -0.2 -0.8 1 ICAO Sustainable Aviation Fuels Guide, Version 2, December 2018, Page 6; 2 The ecoinvent database, version 3#21LanzaJet: The Leading SAF Platform LanzaJet Overview SAF from Carbon Emissions Patented Process and ASTM Approved v Complementary Technology to Lanza Tech Lanza Tech Ownership 25%, Path to Majority through IP Contribution Pacific Northwest NATIONAL LABORATORY U.S. DEPARTMENT OF ENERGY Office of ENERGY EFFICIENCY & RENEWABLE ENERGY BIOENERGY TECHNOLOGIES OFFICE LanzaTech Key Investors BRITISH AIRWAYS MITSUI & CO. SUNCOR ENERGY 21#22HOW CO Carbon Emissions to Sustainable Aviation Fuels Abundant, Waste-based Feedstock + Low Cost Process Competitive Waste-to-SAF Solution With opportunity to utilize existing ethanol supply today LanzaTech LanzaTech Ethanol Water LanzaJet Ethylene Jet Diesel Source: Lanza Tech management 22 22#23Direct Conversion of CO2 Net Zero Aviation requires closing the emissions cycle Direct conversion of CO2 to SAF is possible today LanzaTech CO₂ 2 LanzaTech LanzaJet Coupling direct CO2 conversion with Direct Air Capture fully closes the aviation fuel cycle 23#24SAF Competitive Landscape SAF Key Competitors NESTE ✓ VELOCYS LanzaTech + Lanzajet Significant competitive advantages from joint process Lowest Cost Process¹ Direct CO2 Feedstock Use High Potential Jet Yield (90%)² Abundant Low- cost Feedstocks Fulcrum BIOENERGY gevo® Non-food Based Multiple Global Plants in Development 1 As compared to Gasification + Fischer-Tropsch and hydro-processed esters and fatty acids (HEFA) 2 Source: Lanza Tech Management#25Synthetic Biology: Lanza Tech's Toolkit to Redefine the Chemicals Industry Strain Construction Al and Modeling Automation 다 Lanza Tech is the first to unlock anaerobic microbes as chassis organisms and has a complete toolkit in house to engineer new products LanzaTech 25 5#26Leading Synbio Company Transforming Waste to Products Lanza Tech's Differentiated Platform Allows it to Use Multiple Non-Food Feedstocks Market Cap¹ Product Identification Microbe Design Commercial Operations Feedstock Capability LanzaTech $18.0B novozymes amyris $1.6B GINKGO BIOWORKS™ THE ORGANISM COMPANY ☑zymergen Steel and Ferroalloy Gas MSW $6.4B 2 $0.4B CO. Why Lanza Tech Differentiated End-to-End 1 Capability 2 Enables Expansion to Sustainable Materials Using Already-sourced Carbon Compatible With Installed Commercial Gas 3 Fermentation Infrastructure 4 Successful, At-Scale Piloting of First Key Molecules Complete with Hundreds CO₂ Refinery Biomass CO₂ Biogas Sugar Gas Under Development Source: Lanza Tech management, Capital IQ, Bloomberg; 1 market data as of 02-Mar-2022, 2 Via their ownership/relationship with Genomatica. LanzaTech 26#273 Growth Opportunity#28LanzaTech CCT Commercial Deployment Status 2 Commercial Plants Operating, 7 Plants Scheduled to Complete Construction in 2022, and 7 Additional Plants in Engineering Operating Construction 晶晶 厢 厢 Feedstocks Represented Steel and Ferroalloy Gas 師 MSW Refinery Gas Biomass Biogas Partner Investment ~$800 million Engineering 扇扇 Regions Represented North America Europe Asia Oceania Estimated Total Installed Capacity 1 ~600,000 mtpa (200 million gpy) Anticipated Carbon Captured Annually1 ~1,000,000 tonnes Source: Lanza Tech management. ' Represents capacity and carbon captured by all plants above. 28#29Global Impact SUNCOR ENERGY LanzaTech LanzaJet ArcelorMittal NextChem Steel and Ferroalloy Gas MSW Refinery Biomass Gas Biogas इंडियन ऑयल IndianOil SED ongc एमआरपीएल MRPL ankur ום SEKISUI 29 29#30Current Engagements Represent ~$7.0bn Revenue Opportunity1 LanzaTech 7 Construction 7 Engineering 36 Feasibility Study 30 Active Customer Engagements with Positive Technoeconomic Analysis Results Source: LanzaTech Management Note: Based on all active projects in the pipeline advancing through each project development stage. Lifetime revenue includes all one-time and recurring revenue based on a 20-year useful project life. Some projects in construction are pilot or smaller capacity opportunities. 1 Revenue opportunity represents lifetime revenue from a customer. 30#31Co-Development Strategy Focused on Meeting Rapidly Growing Needs for Carbon SmartTM Materials and SAF ■LanzaTech has a committed co-development initiative to deploy $85mm (~5% of total capital required for those projects) across identified projects, and will look to invest up to another ~$150mm opportunistically ■Plants will provide much- needed supply for the massive, immediate, and rapidly growing demand from CarbonSmart™ and SAF customers LanzaTech Increased Volumes from Diversified Feedstocks and Geographies Increased CarbonSmart™ and SAF Availability Accelerant to Licensing Business 800k MT (270 million gallons) Potential supply for SAF and CarbonSmart™ materials from these projects¹ 5,000k MT (1.8 billion gallons) Massive Demand Opportunity from LanzaJet alone by 2030 7 Co-Development project opportunities identified Source: Lanza Tech management, 1 Named and unnamed projects 31#32Key Investment Highlights Clear track record of successfully deploying patented carbon capture and transformation (CCT) technology driving revenue growth in a massive global TAM supported by macro tailwinds CCT market leader built on the foundation of a world class synthetic biology platform delivering value at each stage of technology deployment, and providing significant recurring revenues Capital-light, licensing model generating attractive returns LanzaTech will be the first carbon capture and transformation company to go public enabling industrial companies to make money from emissions and consumer brands to decarbonize supply chains Profitable plant-level economics expected to drive technology deployment and accelerate growth Attractive entry valuation enabling opportunity to invest in a first of a kind Carbon Tech company decarbonizing heavy industry, aviation, and consumer supply chains AVAVAVAVAAA 32#33Book New YorkNewark, NJ, US JEW ° Chicago, IL, US (ORD) ° Thu, Det 29 Number of 1 traveler Cate Econ um Ereally L Search award Trip olanner W Show Basic Economy fates Search flights 2 + 33 33#344 Economics and Financial Overview NEU CO2 MIT RECYCELTEM CO₂ Coral COLORWASCHMITTEL OPTIMAL COLOR+ LIEBE DEINE FARBEN UND DIE UMWELT RECYCELBAR UND 70% RECYCELTES PLASTIK 附液罐#35Business Model Integrated and Complementary Business Model Joint Development & Contract Research ■Leverages Lanza Tech's synthetic biology, Al, and machine learning expertise to develop new products ■Expands addressable product markets and drives demand for CCT facilities Facilitates Lanza Tech's continued investment in disruptive synthetic biology platform Joint Development & Contract Research LanzaTech LT Licensing of CCT Technology Licensing of CCT Technology Combination of one-time and recurring revenues to deploy LanzaTech carbon capture and transformation (CCT) plants ■One-time revenues - equipment, engineering and startup services Recurring revenues - royalties, microbes and media sales, and software licensing CarbonSmart™ Marketing CarbonSmart™ Marketing Offtake from CCT plants to supply brands with sustainable products ■ Upgrade products with conversion partners into a huge variety of drop in polymers, materials, and fuels Source: LanzaTech management 35#36LanzaTech Unit Level Economics ($ in millions) One-Time Revenue / EBITDA Recurring Revenue / EBITDA Each carbon capture and transformation plant generates a combination of both one-time and recurring cash flows to Lanza Tech - One-Time Cash Flows: Engineering Services, Startup Services, and Equipment Sales - Recurring Cash Flows: Royalties from Licensing, Microbes & Media, Monitoring & Software, and CarbonSmart™ related marketing fees Expected Plant Level Revenue to LanzaTech Expected Plant-Level EBITDA to LanzaTech $ 10 $ 6 $ 4 $ 8 $8 $ 8 10% 90% 90% Recurring Revenue $2 Year T-2 Year T-1 Year 0 Year 1 Year 2 Year 20 Years 1-20 LanzaTech $1 $7 $7 $7 2% 98% 98% Recurring EBITDA $3 $2 $1 Year Year T-2 T-1 Year 0 Year 1 Year 2 Year 20 Years 1-20 Source: Lanza Tech management. Plant economics vary by region, size, feedstock, etc. The above is intended to be exemplary of the unit economics of plants that are currently being engineered or constructed 36#37Customer Unit Level Economics Plant economics vary by region, feedstock, and chosen product Economics are expected to be attractive for plant sponsor, exclusive of the benefit of carbon emission reductions Further upside to plant economics from: Feedstock costs represent up to 40% of cost structure; as cost of carbon increases, this is expected to decrease substantially Price of carbon abated is excluded – Direct production of higher value chemicals Carbon Captured (mtpa) Project CapEx ($mm) Revenues Feedstock Costs OpEx Costs Total Cash Costs Expected Carbon Transformation Plant Economics Plant Level Data Production (mtpa / million gpy) 50,000 / 16.7 ~100,000 $150 Current ($/mt) Potential avoided cost of $10mm per annum to the plant assuming a carbon price of $100/mt Carbon Upside ($/mt) $1,115 $1,115 $(250) +$100 $(375) $(375) $(625) $(275) $490 $840 Cash Margin Lanza Tech's 1st customer is building its 4th plant Gross Cash Margin ($mm per year) LanzaTech $25 $42 Source: Lanza Tech management; the Company expects to continue to innovate around its platform technology in order to reduce operating expense and capital expenditures, but those innovations are not reflected in these estimates. 37#38Existing Revenue Generating Customers Provide Robust Near-Term Revenue Coverage 2022E Revenue Visibility ($mm) Based on existing customers 2023E Revenue Visibility ($mm) $219 $76 2.4x coverage on remaining ~50% of revenue target $65 $ 69 ~40% of projected revenue $ 33 ~50% of projected revenue Revenues from Existing Pipeline Revenue 2022E Revenue Contracts¹/ Other Expected Revenue² 2.0x coverage on remaining ~60% of revenue target $ 178 Revenues from Existing Contracts/Other Pipeline Revenue 2023E Revenue Expected Revenue² Source: Lanza Tech management 1 Revenues from existing contracts reflect both i) contracts with fixed pricing and volumes and ii) contracts with fixed pricing terms but where volumes are not actually committed and are dependent on counterparty activity. Also, these amounts include certain one-time and other revenues that are dependent on project construction or project starts, the timelines for which are not certain and could potentially be delayed. 2 Other expected revenue reflects projects which are in the process of contracting or have verbal commitments. LanzaTech 38#39Lanza Tech Projected Financial Profile ($ in millions) One-Time Revenue¹ Recurring Revenue² Revenue Projections Adjusted EBITDA Projections $ 966 $ 701 $ 338 $436 $ 183 $ 426 $ 251 $ 80 $ 53 $ 178 $ 629 $ 518 $ 65 $ 26 $ 23 $ 383 $2 $7 $24 2021E $ 58 2022E $155 2023E $(44) $(38) $(4) 2024E 2025E 2026E 2021E3 2022E 2023E 2024E 2025E 2026E % Growth: NM 249 % 273 % 245 % 161 % 138% % Margin: NM NM NM 18% 36% 44 % Invested Capital: Co-Dev & Capex Projections PP&E Committed Co-Dev Capital Expected Co-Dev Capital Adjusted EBITDA - Invested Capital Projections $ 208 $ 403 $ 171 $82 $95 $ 38 $ 43 $3 $ 34 $ 23 $ 6 $15 $ 15 $ 54 2021E S 20 2022E $ 33 $22 2023E 2024E S 20 S 20 2025E $(50) $ 3 $(76) $(86) 2026E 2021 E3 2022E 2023E $(91) 2024E 2025E 2026E % of % of Rev: 24% 58% 46 % 39 % 6% 2% EBITDA: NM NM NM NM 83% 95% Source: Lanza Tech management Note: Adjusted EBITDA adds back stock-based compensation and includes Lanza Tech's share of LanzaJet's Net Income. 1 Includes project start revenue, Grants & JDA revenue, dividends and Lanza Tech's share of LanzaJet's Net Income. 2 Includes recurring revenue and CarbonSmart™ revenue 3 This projected financial information is preliminary. See "Preliminary Financial Information" above. See also "Non-GAAP Reconciliations" for a reconciliation of these non-GAAP financial measures to their most directly comparable financial measures calculated in accordance with GAAP. LanzaTech 39#40Projected Need to Fund Growth ($ in millions) 2022 Investment in carbon capture Cash Flow Projections 2022E 2023E 2024E 2025E 2026E Total transformation plant rollout expected to accelerate growth Cash Flow from Operations CFO (excl. Working Capital) Net A in Working Capital $(48) $(4) $65 $ 184 $ 328 $ 525 (10) (30) (45) (60) (42) (186) 2023 2024 Adjusted EBITDA nears breakeven in 2023, with positive adjusted EBITDA expected to begin in 2024 2025 Continued strong adjusted EBITDA growth and reduced capex spending expected to drive significant positive free cash flow generation 2026 Significant increase in operating and net cash flow as business scales Total Cash Flow from Operations $(58) $(34) $ 20 $ 124 $ 287 $ 339 Cash Flow from Investing Purchases of Property $(20) $(33) $(22) $(20) $(23) $(117) Net Co-Development (17) (45) (137) 18 60 Total Cash Flow from Investing $(36) $(78) $(159) $(1) $ 37 (121) $(238) Cash Flow from Financing Equity Contribution (Net)1 $ 200 $ 0 $ 0 $ 0 $ 0 $ 200 Projected Financing² $ 125 $ 0 $ 0 $ 0 $ 0 $ 125 Total Cash Flow from Financing $ 325 $ 0 $ 0 $ 0 $ 0 $ 325 Total A in Cash Ending Cash Balance $ 231 $(112) $(139) $123 $ 324 $ 426 359 247 108 230 554 LanzaTech Source: Lanza Tech management 1 Assumes no AMCI stockholder redemptions. 2022E figure excludes $30mm attributable to ArcelorMittal Safe note investment in December 2021, which will convert (and be part of) PIPE proceeds. 2 Assumes Projected Financing. 40#41LanzaTech#425 Transaction Overview 20#43Uses $ 1,817 355 45 Detailed Transaction Overview ~$1.8bn Enterprise Value | ~$125mm PIPE as of March 7, 2022 Cash Sources Valuation Capital Structure Transaction Highlights AMCI II has ~$150mm cash held in trust PIPE of ~$125mm as of March 7, 2022 sourced from a diverse investor base1 ~$1,815mm EV with strong balance sheet ~$315mm cash on the balance sheet (assuming no redemptions) to fund growth and expansion8 Pro Forma Ownership at $10.00/share SPAC Cash² PIPE Investors Projected Financing Equity Rollover3 Total Sources 5 Process Description Sources and Uses Sources $ 150 Equity Rollover3 125 125 1,817 Pre-Money Equity Value (+) SPAC Shareholders (+) PIPE Shareholders4 (+) Founder Shareholders (+) Projected Financing Post-Money Equity Value (+) Debt Cash to Balance Sheet Illustrative Fees & Exps. $ 2,217 Total Uses Pro Forma Capitalizations $ 2,217 $ 1,817 150 125 38 125 Founders' Shares Projected Financing PIPE Investors? 6% AMCI II Investors' 7% 6% 2% Existing LanzaTech Shareholders' 81% $ 2,255 0 (440) (-) Cash Pro Forma Enterprise Value $ 1,815 Pro Forma Ownership' Ownership Breakdown Existing Lanza Tech Shareholders Shares (mm) % $mm 181.7 81 % $1,817 15.0 7 150 12.5 6 125 3.8 2 38 12.5 225.5 6 125 100 % $2,255 Source: LanzaTech management AMCI II Investors PIPE Investors Founders' Shares Projected Financing5 Equity Ownership Note: AMCI has agreements to sell ~20% of the Founders' Shares to anchor investors subject to certain conditions. 'Business Combination Agreement requires minimum net proceeds of $250mm to close 2Excludes interest earned in the trust. SPAC cash amount subject to change depending on the actual interest earned. Assumes no redemptions from AMCI stockholders. ³Equity rollover calculated as pre-money valuation of $1.7bn plus estimated pre-transaction net cash position of $85mm as of 31-Mar-2022, plus $32mm of aggregate assumed warrant exercise price and aggregate company options exercise price. 4 PIPE size of ~$125mm as of March 7, 2022. 5Assumes a Projected Financing. "Assumes pre-transaction net cash position of $85mm as of 31-Mar-2022.7 Pro forma ownership based on $10.00 per share. Assumes no redemptions from AMCI stockholders. Assumes PIPE size of ~$125mm. Assumes Projected Financing. Excludes impact of 3.5mm private warrants and 7.5mm public warrants. Reflects SPAC and PIPE proceeds, assuming no redemptions, expected existing balance sheet cash, and is stated net of transaction fees, and does not include a further Projected Financing. 43 LanzaTech#44Identifying the Comparable Universe: LanzaTech is a Global Leader in Sustainable Materials and Fuels Key Criteria for Defining Best Comps ■Recognized adjacent industry leaders Huge addressable markets High-growth financial profile Disruptive technologies Comparable Universe Synthetic Biology GINKGO BIOWORKS™ THE ORGANISM COMPANY novozymes amyris No perfect public comp available Investors will triangulate across various leading Sustainable Materials Peers, Synthetic Biology Companies, and Disruptive Decarbonization Enabling Companies Market will focus on predictability of business, long- term growth, margin profile, and defensibility of competitive moat LanzaTech *gevo FUELING THE FUTUR NESTE LanzaTech PLUG POWER AKER CARBON CAPTURE ORIGIN Sustainable Materials/Fuels ITM POWER Energy Storage | Clean Fuel -chargepoin+ stem Decarbonization Enablers 44#45Financial Benchmarking 2025E EBITDA / Capital Expenditures | 2025E EBITDA Margins 2025E EBITDA Margin 40% *gevo (0x, 51%) 35% 30% ORIGIN 25% GINKGO BIOWORKS™ THE ORGANISM COMPANY 20% ITM 15% POWER PLUG POWER 10% 5% NESTE 0% 0x 1 x 2 x 3 x LanzaTech 4 x LanzaTech novozymes AKER C CAPTUREBON stem -chargepoin+ amyris Synthetic Biology Sustainable Materials / Fuels Decarbonization Enablers 5 x 6 x 7 x 8 x 9 x 10 x 2025E EBITDA / Capital Expenditures Source: Lanza Tech management, Public disclosures, Capital IQ, Bloomberg and IBES Estimates; market data as of 02-Mar-2022 Note: Lanza Tech Adjusted EBITDA adds back stock-based compensation and includes Lanza Tech's share of LanzaJet's Net Income. EBITDA measures may not be directly comparable between companies presented. 45#46Peer Benchmarking Relative EV/ Revenue and EV/EBITDA Valuations EV / 2024E Revenue 31.1 x 20.7 x Median Synthetic Biology 7.2 x Sustainable Materials/Fuels Decarbonization Enablers 7.3 5.0 15.3 x LanzaTech: 4.2 x 8.0 x 7.7 x 7.3 x 7.2 x 5.0 x 2.7 x 2.1 x 1.5 x 1.0 x ITM POWER *gevo POWER GINKGO BOWORKS ORIGIN novozymes -chargepoin+ amyris NESTE stem EV / 2024E Adjusted EBITDA EV / 2025E Revenue Synthetic Biology Sustainable Materials / Fuels Decarbonization Enablers Median Synthetic Biology Sustainable Materials/Fuels Decarbonization Enablers 4.8 x 1.7 3.4 7.5 x 6.6 x LanzaTech: 2.6 x 5.3 x 4.8 x 3.4 x 1.7 x 1.6 x 1.5 x 1.2 x 0.8 x ITM POWER *gevo novozymes PLUG POWER WORKS -chargepoin+ ORIGIN amyris ΠΕΣΤΕ stem 274.2 x 187.2 x 145.6 x Median Synthetic Biology Sustainable Materials/Fuels Decarbonization Enablers 20.0 x 10.0 96.5 x 99.7 53.7 x LanzaTech: 22.8 x 20.0 x 11.5 x 10.0 x 8.6 x NM NM NM GINKGO ROWORKS -chargepoin+ POWOD 枭 novozymes stem NESTE amyris TMPOWER ORIGIN *gevo LanzaTech EV / 2025E Adjusted EBITDA Median Synthetic Biology Sustainable Materials/Fuels Decarbonization Enablers 17.4 x 10.0 31.2 47.3 x LanzaTech: 7.2 x 31.2 x 18.2 x 17.4 x 14.7 x 13.9 x 10.0 x 6.2 x 5.7 x 5.5 x ITM POWER -chargepoin+ PLUG P 名 novozymes GINKGO WORKS *gevo NESTE ORIGIN stem amyris Source: Public disclosures, Capital IQ, Bloomberg and IBES Estimates; market data as of 02-Mar-20221 Note: Assumes Enterprise Value for Lanza Tech of $1,815mm. Lanza Tech Adjusted EBITDA adds back stock-based compensation and includes Lanza Tech's share of LanzaJet's Net Income. EBITDA measures may not be directly comparable between companies presented. 46#47Fully Distributed Enterprise Value Sensitivities ($ in millions) $ 1,815 8.0x-12.0x Midpoint A 38% $ 3,007 $ 2,005 Implied Transaction Value Sustainable Materials/Fuels LanzaTech Enterprise Value / 2025E EBITDA 15.4x-19.4x Midpoint A: 140 % $ 4,853 $ 3,851 29.2x-33.2x Midpoint A: 330 % $8,309 $ 7,307 Synthetic Biology Decarbonization Enablers Source: Lanza Tech management, Bloomberg, Capital IQ, and company disclosures; market data as of 02-Mar-2022 Note: Midpoint based on Lanza Tech peer median. Peer median excludes negatives. 47#48Pro Forma Ownership Analysis at Various Trading Prices ($ in millions, except per-share data) Share Price SPAC Public Shares SPAC Public Warrants SPAC Founder Shares $6.00 15 $8.00 15 $10.00 15 $12.00 $14.00 $16.00 $18.00 $20.00 15 15 15 15 15 0 1 2 3 3 4 4 4 4 4 4 4 4 SPAC Founder Warrants 0 1 1 1 1 PIPE Shareholders' 13 13 13 13 13 13 13 13 Projected Financing² 13 13 13 13 13 13 13 13 Previous Owners and Management Rollover Equity 182 182 182 182 182 182 182 Post-Money Equity Value $1,353 $1,804 $2,255 $2,711 $3,184 $3,657 $4,130 182 $4,603 Implied Returns ($mm) Illustrative IPO Investor 1-Year Return 3,4 3 Illustrative PIPE Investor 1-Year Return³ SPAC Founder Gain ($s) Illustrative Founder 1-Year Return Implied Ownership SPAC Public Stockholders SPAC Founder PIPE Shareholders' Projected Financing² Legacy Lanza Tech Owners & Mgmt. Total Implied Dilution from Promote & Founder Warrants (40%) (20%) 23% 53% 83% 113% 143% (40%) (20%) 20% 40% 60% 80% 100% $19 $27 $34 $43 $58 $72 $87 $101 543% 757% 971% 1,236% 1,650% 2,064% 2,479% 2,893% $6.00 $8.00 $10.00 $12.00 $14.00 $16.00 $18.00 $20.00 6.7% 6.7% 6.7% 6.8% 7.2% 7.5% 7.7% 7.9% 1.7% 1.7% 1.7% 1.7% 1.9% 2.1% 2.2% 2.3% 5.5% 5.5% 5.5% 5.5% 5.5% 5.5% 5.4% 5.4% 5.5% 5.5% 5.5% 5.5% 5.5% 5.5% 5.4% 5.4% 80.6% 100.0% 80.6% 100.0% 80.6% 100.0% 80.4% 79.9% 79.5% 79.2% 79.0% 100.0% 100.0% 100.0% 100.0% 100.0% 1.7% 1.7% 1.7% 1.7% 1.9% 2.1% 2.2% 2.3% LanzaTech Source: LanzaTech management, AMCI II disclosure Note: Assumes no redemptions. Warrant dilution calculated using Treasury Stock Method 1 Assumes PIPE size of ~$125mm. 2 Assumes a Projected Financing. 3Assumes investor entry price of $10/share. 4 Includes public common shares and public warrants. 48#496 Appendix NITROGEN CARBON DIOXIDE CARBON MONOXIDE HYDROGEN PROCESS CAS 1 PROCESS PROCESS GAS C PROCESS GAS2 49#50Consolidated Balance Sheet (In Thousands, except share and per share data) As of December 31, 2020 Assets Current Assets: Cash and Cash Equivalents Trade and Other Receivables, Net of Allowance Balance of $1,325 Contract Assets Other Current Assets Total Current Assets Property, Plant and Equipment, Net Right of Use Assets Equity Method Investments Other Non-current Assets Total Assets Liabilities, Contingently Redeemable Preferred Equity, and Shareholders' Deficit Current Liabilities: Accounts Payable Other Accrued Liabilities Contract Liabilities Accrued Salaries and Wages Current Lease Liabilities Current Portion of Long-term Debt Total Current Liabilities Non-current Lease Liabilities Non-current Contract Liabilities Long-term Debt Other Long-term Liabilities Total Liabilities Commitments and Contingencies Contingently Redeemable Preferred Stock: Redeemable Convertible Preferred Stock, $0.0001 par Value; 26,112,823 Shares Authorized, 25,729,542 Shares Issued and Outstanding as of December 31, 2020 Shareholders' Deficit: Common Stock, $0.0001 par Value; 36,326,815 Shares Authorized, 1,656,415 Shares Issued and Outstanding as of December 31, 2020 Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Shareholders' Equity (Deficit) Total Liabilities, Contingently Redeemable Preferred Equity, and Shareholders' Equity (Deficit) LanzaTech $ 60,909 5,521 6,064 3,973 $ 76,467 $ 11,609 6,365 16,271 1,200 $ 111,912 $ 1,147 2,775 5,480 3,492 1,618 570 $ 15,082 $ 5,334 11,291 3,065 894 $ 35,666 $ 394,408 18,818 2,749 (339,729) $ (318,162) $ 111,912 50#51Consolidated Statement of Operations and Comprehensive Loss (In Thousands, except share and per share data) Revenue: Revenue from Contracts with Customers Revenue from Collaborative Arrangements Revenue from Related Parties Transactions Total Revenue Cost and Operating Expenses: Cost of Revenue from Contracts with Customers Cost of Revenue from Collaborative Arrangements Cost of Revenue from Related Parties Transactions Research and Development Expense Selling, General and Administrative Expense Total Cost and Operating Expenses Loss from Operations Other Income (Expense): Interest Expense, Net Other Income, Net Total Other Income (Expense), Net Loss Before Income Taxes Income Tax Benefit Loss from Equity Method Investees, Net Net Loss Other Comprehensive Loss: Foreign Currency Translation Adjustments Comprehensive Loss Net Loss per Common Share - Basic and Diluted Weighted-average Number of Common Shares Outstanding - Basic and Diluted LanzaTech Year Ended December 31, 2020 $ 12,865 1,163 4,752 $ 18,780 $ (8,063) (743) (2,664) (37,433) (9,029) $ (57,932) $ (39,152) $ (351) 172 $ (179) $ (39,331) $ (360) $ (39,691) $ (136) $ (39,827) $ (43.55) 1,629,821 51#52Consolidated Statement of Cash Flows (In Thousands) Cash Flows from Operating Activities: Net Loss Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Share-based Compensation Expense Gain on Change in Fair Value of Warrant Liabilities Impairment Loss Recognized on Trade Receivables Depreciation of Property, Plant and Equipment Non-cash Lease Expense Non-cash Recognition of Licensing Revenue Loss from Equity Method Investees, Net Changes in Operating Assets and Liabilities: Accounts Receivable, Net Contract Assets Other Assets Accounts Payable Payroll and Benefits Contract Liabilities Operating Lease Liabilities Other Liabilities Net Cash Used in Operating Activities Cash Flows from Investing Activities: Purchase of Property, Plant and Equipment Proceeds from Disposal of Property, Plant and Equipment Proceeds from Disposal of Investment Property Net Cash Used in Investing Activities Cash Flows from Financing Activities: Proceeds from Issue of Equity Instruments of the Company Payment for Share Issue Costs Proceeds from Borrowings Repayment of Borrowings Net Cash Provided by Financing Activities Net Decrease in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Period Effects of Currency Translation on Cash and Cash Equivalents Cash and Cash Equivalents at End of Period Supplemental Disclosure of Cash Flow Information: Cash Paid for Interest Cash Paid for Income Taxes Supplemental Disclosure of Non-Cash Investing Activities: Acquisition of Equity Method Investment in Lanzajet Through Contribution of License LanzaTech Year Ended December 31, 2020 $ (39,691) $ 2,392 (105) 877 2,979 561 (1,567) 360 $ (3,593) (5,483) (364) 568 3,167 (1,283) 1,911 $ (39,271) $ (7,110) 4 513 $ (6,593) $ 46,572 (30) 3,065 (4,880) $44,727 $ (1,137) $ 62,117 (71) $ 60,909 $ 356 $15,000 52#53Consolidated Statement of Changes in Redeemable Convertible Preferred Stock and Shareholders' Equity (Deficit) (In Thousands, except share data) Balance at January 1, 2020 I Redeemable Convertible I Preferred Stock I Common Stock I Shares Amount Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Shareholders' Equity (Deficit) I 23,695,330 $ 347,938 1 1,622,886 I Issuance of Series E Preferred Stock, Net of Issuance Cost of $30 2,034,212 $ 46,4701 Share-based Compensation Expense Net Loss Issuance of Common Stock Upon Exercise of Pptions Foreign Currency Translation $ 16,354 $ (300,038) $ 2,885 $ (280,799) $2,392 33,529 $72 $ (39,691) $(136) Balance at December 31, 2020 25,729,542 $ 394,408 1 1,656,415 $ 18,818 $ (339,729) $ 2,749 LanzaTech $2,392 (39,691) 72 (136) $ (318,162) 53#54Concentration of Credit Risk and Other Risks and Uncertainties Potential Risk from Revenues, Receivables and PP&E Outside of the United States Revenue generated from the Company's customers outside of the United States for the year ended December 31, 2020 was approximately 14% As of December 31, 2020, approximately 27% of trade accounts receivable and unbilled accounts receivable was due from customers located outside the United States At December 31, 2020, the value of property, plant, and equipment by the Company outside the United States was immaterial Customer A Customer B Customer C Customer D Customer C Customer E Potential Risk from Concentration of Revenues and Receivables Customers Representing 10% or Greater of Revenue were as Follows for the Year Ended December 31: 2020 27 % 22 221 15 Customers Representing 10% or Greater of Billed Accounts Receivable were as Follows as of December 31: 2020 43 % 15 14 LanzaTech 54#55Disaggregated Revenue (In Thousands, except share and per share data) Contract Types: Joint Development Agreements Other Contract Research Research and Development Revenue Licensing Engineering and Other Services Carbon Capture and Utilization Revenue Total Revenue Year Ended December 31, 2020 $ 6,928 1,982 $ 8,910 $ 1,567 8,303 $9,870 $ 18,780 The Following Table Presents Disaggregation of the Company's Revenues by Customer Location for the Year Ended December 31, 2020 (In Thousands): Year Ended December 31, 2020 North America Asia Europe Total Revenue LanzaTech $ 16,159 504 2,117 $ 18,780 1 Revenue from Collaborative Partners is Included in the Above within Joint Development Agreements. 55#56Lanza Tech NZ, Inc. Unaudited Estimated 2021 Summary Financial Information ($ in millions) Unaudited Estimated 2021 Summary Financial Information Revenues 2021E $25 to 27 Cost and Operating Expenses $(75) to (77) Loss from Operations $(48) to (52) Net Loss $(50) to (54) Adjusted EBITDA¹ ~$(43) to $(47) This projected financial information is preliminary. See "Preliminary Financial Information" above. 1 See "Non-GAAP Reconciliations" for a reconciliation of Adjusted EBITDA to its most directly comparable financial measure calculated in accordance with GAAP.. LanzaTech 56#57Lanza Tech NZ, Inc. Reconciliation of Net Loss to EBITDA and Adjusted EBITDA ($ in millions) Non-GAAP Reconciliations Reconciliation of Net Loss to EBITDA and Adjusted EBITDA Net Loss Depreciation Expense EBITDA Stock-based Compensation Expense Adjusted EBITDA LanzaTech 2021E $(50) - (54) $4 $(46) - (50) $3 $(43) - (47) 57#58Risk Factors Certain Factors may have a material adverse effect on our business, financial condition and results of operations. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occur, our business, financial condition, results of operations and future prospects could be adversely affected. In that event, you could lose all or part of your investment. All references in this section to "we," our" or "us" refer both to the business of LanzaTech and its subsidiaries prior to the consummation of the proposed business combination and to the business of the post-business combination public company and its subsidiaries. The list below has been prepared solely for the purpose of the private placement transaction, and solely for potential private placement investors, and not for any other purpose. Accordingly, the list below is qualified in its entirety by disclosures contained in future documents filed or furnished by LanzaTech and AMCI Acquisition Corporation II, Inc. ("AM CI") or otherwise with respect to LanzaTech and AM CI, with the SEC, including the documents filed or furnished in connection with the proposed transactions between LanzaTech and AMCI. The risks presented in such filings may differ significantly from and be more extensive that those presented below. Our business, results of operations and financial condition have been, and could continue to be, adversely affected by the COVID-19 pandemic. We have incurred losses and anticipate continuing to incur losses. We rely, and expect to continue to rely, heavily on industry partners to effect our growth strategy and to execute our business plan, and our failure to successfully maintain and manage these relationships and enter into new relationships could delay our anticipated timelines, prevent the successful development and commercialization of products produced using our process technologies, negatively impact our financial results and prevent us from achieving or sustaining profitability. Even if we are successful in entering into strategic partnering arrangements, there are a number of different arrangements that we can pursue, and there are no assurances that we will select and negotiate the best arrangements for us and our stockholders. We have entered into and anticipate entering into non-binding letters of intent, side letters, memoranda of understanding, term sheets and other arrangements with potential industry partners and cannot assure you that such arrangements will lead to definitive agreements. If we are unable to complete these arrangements in a timely manner and on terms favorable to us, our business will be adversely affected. We continue to face significant risks associated with our internal expansion strategy. Construction of our or our partners' plants may not be completed in the expected timeframe or in a cost-effective manner. Any delays in the construction of plants could severely impact our business, financial condition, results of operations and prospects. Failure to continuously reduce operating and capital costs for our and our partners' facilities that deploy our process technologies may impact adoption of our process technologies and could severely impact our business, financial condition, results of operations and prospects. Maintenance, expansion and refurbishment of our and our partners' facilities, the construction of new facilities and the development and implementation of our new process technologies or new aspects of our existing process technologies involve significant risks. Our commercial success may be influenced by the price of fossil feedstocks relative to the price of our waste based feedstocks. Fluctuations in the prices of waste based feedstocks used to manufacture the products produced using our process technologies may affect our or our industry partners' cost structure, gross margin and ability to compete. Declines in the prices of feedstocks our competitors use to produce their products could allow them to reduce the prices of their products, which could cause us or our industry partners to reduce the prices of the products produced using our process technologies. This could make it uneconomical for our partners to produce products using our process technologies. While abundant, if the availability of the waste based feedstocks used in our process technologies declines or competition for them increases, we or our business partners may experience delayed or reduced production or be required to raise the prices of the products produced using our process technologies, either of which could reduce the demand for the products produced using our process technologies and our revenue. We compete in an industry characterized by rapidly advancing technologies, intense competition and a complex intellectual property landscape, and our failure to successfully compete with other companies in our industry may have a material adverse effect on our business, financial condition and results of operations and market share. Technological innovation by others could render our technology and the products produced using our process technologies obsolete or uneconomical. Our financial results could vary significantly from quarter to quarter and are difficult to predict. Our financial projections may differ materially from actual results. We may require substantial additional financing to fund our operations and complete the development and commercialization of the process technologies that produce each of our products or new aspects of our existing process technologies that produce each of our products, and we may not be able to do so on favorable terms. If we are unable to manage our growth and expand our operations successfully, our reputation and brand may be damaged and our business and results of operations may be harmed. If we lose key personnel or are unable to attract, integrate and retain additional key personnel, it could harm our research and development efforts, delay the commercialization of the new process technologies or the new aspects of our existing process technologies, delay the launch of process technologies in our development pipeline and impair our ability to meet our business objectives. No assurances can be given that the Projected Financing will occur or with respect to the actual size, timing and form of any such financing. LanzaTech 58#59Risk Factors (Cont.) Even if we successfully develop process technologies that produce products meeting our industry partners' specifications, the adoption of such process technologies by our industry partners may be delayed or reduced, or our costs may increase, due to customer qualification, negative life cycle assessment, or capital investment procedures. LanzaJet has an exclusive license to some of our intellectual property related to sustainable aviation fuel. Failure of LanzaJet to complete its initial facility or failure of third parties to adopt the LanzaJet process in their commercial facilities for the production of sustainable aviation fuel could result in us never owning a majority stake in LanzaJet and may severely impact our business, financial condition, results of operations and prospects. Our and our industry partners' failure to accurately forecast demand for any product produced using our process technologies could result in an unexpected shortfall or surplus that could negatively affect our results of operations. Our success is highly dependent on our ability to maintain and efficiently utilize our technology platform, and to effectively identify potential products for which to develop and commercialize new process technologies, and problems related to our technology platform could harm our business and result in wasted research and development efforts. We may not be successful in identifying new market opportunities and needs and developing our technology platform, or process technologies to produce products to meet those needs, which would limit our prospects and lead to greater dependency on the success of a smaller number of target products. Our failure or the failure of our industry partners to realize expected economies of scale could limit our or our partners' ability to sell products produced using our process technologies at competitive prices, negatively impact our ability to enter into other strategic arrangements and the potential for other industry partners to adopt our process technologies, and materially and adversely affect our business and prospects. Natural or man-made disasters, social, economic and political instability, and other similar events may significantly disrupt our and our industry partners' businesses, and negatively impact our results of operations and financial condition. Governmental programs designed to incentivize the production and consumption of low-carbon fuels and carbon capture and utilization, may be implemented in a way that does not include products produced using our novel technology platform and process technologies or could be repealed, curtailed or otherwise changed, which would have a material adverse effect on our business, results of operations and financial condition. Any decline in the value of carbon credits or other incentives associated with products produced using our process technologies could harm our results of operations, cash flow and financial condition. We expect to rely on a limited number of industry partners for a significant portion of our near-term revenue. We and our industry partners are subject to extensive international, national and subnational laws and regulations, and any changes in relevant laws or regulations, or failure to comply with these laws and regulations could have a material adverse effect on our business and could substantially hinder our and our partners' ability to manufacture and commercialize products produced using our process technologies. Our success may be dependent on popular, government and corporate sentiment regarding the production of carbon-based fuels and chemicals and the development and deployment of carbon capture and utilization technology. We and our industry partners use hazardous materials and must comply with applicable environmental, health and safety laws and regulations. Any claims relating to improper handling, storage or disposal of these materials or noncompliance with applicable laws and regulations could be time consuming and costly and could adversely affect our business and results of operations. Our genetically engineered microbes may be subject to regulatory scrutiny and may face future development and regulatory difficulties. Additionally, failure to obtain import permits for all relevant microbes in jurisdictions with our industry partners could adversely affect our business and results of operations. We may be subject to product liability claims, which could result in material expense, diversion of management time and attention and damage to our business, reputation and brand. Ethical, legal and social concerns about genetically engineered products and process technologies that use genetically engineered supplies could limit or prevent the use of products produced using our process technologies and could limit our revenues. Our government grants are subject to uncertainty, which could harm our business and results of operations. The requirements of being a public company may strain our resources and divert management's attention, and the increases in legal, accounting and compliance expenses that will result from being a public company may be greater than we anticipate. Our management has limited experience in operating a public company. LanzaTech 59#60Risk Factors (Cont.) We have identified material weaknesses in our internal control over financial reporting. These material weaknesses could continue to adversely affect the combined company's ability to report its results of operations and financial condition accurately and in a timely manner. If we experience a significant disruption in our information technology systems, including security breaches, or if we fail to implement new systems and software successfully, our business operations and financial condition could be adversely affected. International sales by us and our industry partners expose us and our industry partners to the risk of fluctuation in currency exchange rates and rates of foreign inflation, which could adversely affect our results of operations. Changes in interest rates and capital availability may impact investment and financing decisions by our industry partners, which could adversely affect our results of operations. Any failure by us to manage acquisitions and other significant transactions successfully may have a material adverse effect on our results of operations, financial condition, and cash flows. Our company culture has contributed to our success, and if we cannot maintain this culture as we grow, our business could be harmed. Causes of supply chain challenges, including COVID-19, could result in delays or increased costs for us and our partners deploying our technologies. We and our industry partners have a limited operating history utilizing our technology and different feedstocks, which may make it difficult to evaluate our future viability and predict our future performance. We have not yet generated material revenues from marketing of CarbonSmart products and sale of equipment and our revenue forecast must be considered in light of the uncertainty and risks frequently encountered by companies in their early stage of development. Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited. Changes in U.S. and foreign tax laws could have a material adverse effect on our business, cash flow, results of operations or financial conditions. Political and economic uncertainty, including changes in policies of the Chinese government or in relations between China and the United States, may impact our revenue and materially and adversely affect our business, financial condition, and results of operations. Products produced by our process technologies compete with or are intended to displace comparable products produced using fossil resources. The market prices for these alternatively produced products and commodities are subject to volatility and there is a limited referenceable market for the more sustainable, waste based products that our process technologies enable. Our patent rights may not provide commercially meaningful protection against competition. Differences and uncertainties with respect to legal systems outside the United States could adversely affect the legal protection available to us. We may not be able to operate our business without infringing the proprietary rights of third parties. Trade secrets can be difficult to protect and enforce, and our inability to do so could adversely affect our competitive position. If trade secrets are stolen, misappropriated or reverse engineered, others could use these designs to produce competing products. We may not retain exclusive rights to intellectual property created as a result of our strategic partnering arrangements which could limit our prospects and result in costly and time-consuming disputes. Some of our intellectual property may be subject to federal regulation such as "march-in" rights, reporting requirements and a preference for U.S. industry, and any such regulations could negatively impact our business and prospects. We depend on certain technologies that are licensed to us. We do not control these technologies and any loss of our rights to them could prevent us from developing or selling our process technologies. Any strategic partnering arrangement that involves the licensing of any of our intellectual property may increase our risks, harm our competitive position and increase our costs. We may be involved in lawsuits to protect or enforce our patents or the patents of our licensors, or lawsuits asserted by a third party, which could be expensive, time consuming and unsuccessful. LanzaTech 60