LanzaTech SPAC Presentation Deck
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
Founders'
Shares7
2%
Projected
Financing'
6%
PIPE
Investors
6%
AMCI II
Investors7
7%
Existing LanzaTech
Shareholders7
81%
Sources
SPAC Cash²
PIPE Investors4
Projected Financing³
Equity Rollover³
Total Sources
Pre-Money Equity Value
(+) SPAC Shareholders
(+) PIPE Shareholders4
(+) Founder Shareholders
(+) Projected Financing5
Post-Money Equity Value
(+) Debt
(-) Cash6
Pro Forma Enterprise Value
Ownership Breakdown
Existing Lanza Tech Shareholders
AMCI II Investors
PIPE Investors
Founders' Shares
Projected Financing
Equity Ownership
Process Description
Sources and Uses
$ 150
125
125
1,817
$ 2,217
Total Uses
Pro Forma Capitalization³
Uses
Equity Rollover³
Cash to Balance Sheet
Illustrative Fees & Exps.
Pro Forma Ownership'
Shares (mm)
181.7
15.0
12.5
3.8
12.5
225.5
%
81%
7
6
2
6
100 %
$ 1,817
355
45
$ 2,217
$ 1,817
150
125
38
125
$ 2,255
0
(440)
$ 1,815
$mm
$1,817
150
125
38
125
$2,255
Source: LanzaTech management
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. 8 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.
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