LanzaTech's Pathway to Decarbonization Pitch
Disclaimer
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
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