LanzaTech SPAC Presentation Deck
Detailed Transaction Overview
~$1.7bn Enterprise Value | ~$125mm PIPE as of March 7, 2022 | $50mm SAFE Investment as of October 3, 2022
Transaction Highlights
Process Description
Cash Sources
Valuation
I AMCI II has ~$150mm cash held in trust
■
PIPE of ~$125mm as of March 7, 2022 sourced from
a diverse investor base¹
SAFE Investment of $50mm as of October 3, 2022
from Brookfield
AMCI II
Investors7
6.7%
~$1,734mm EV with strong balance sheet
Pro Forma Ownership at $10.00/share
Projected
Financing7
5.5%
Founders'
Shares7
PIPE 1.7%
Investors
5.5%
Existing LanzaTech
Shareholders7
80.6%
Sources
SPAC Cash²
PIPE Investors4
Projected Financing5
Brookfield SAFE
Equity Rollover³
Total Sources
Pre-Money Equity Value
(+) SPAC Shareholders
(+) PIPE Shareholders4
Founders' Shares
Projected Financing5
Post-Money Equity Value
(+) Debt
(-) Cash6
Pro Forma Enterprise Value
$150
125
125
50
1,817
$2,267
Pro Forma Capitalization5
Ownership Breakdown
Existing LanzaTech Shareholders
AMCI II Investors
PIPE Investors4
Founders' Shares
Projected Financing5
Equity Ownership
Equity Rollover³
Cash to Balance Sheet
Illustrative Fees & Exps.
Total Uses
Uses
Pro Forma Ownership7
Shares (mm)
181.7
15.0
12.5
3.8
12.5
225.5
%
80.6%
6.7%
5.5%
1.7%
5.5%
100.0%
$1,817
436
14
$2,267
$1,817
150
125
38
125
$2,255
0
(521)
$1,734
$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.
¹Business 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 for purposes of the Merger Agreement as pre-money valuation of $1.7bn plus estimated pre-transaction net cash position of $85mm, 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 and excludes impact of gross proceeds from Brookfield SAFE. 6Calculated to reflect net cash position of $85mm consistent with equity valuation in the Merger Agreement and gross proceeds from the Brookfield SAFE. "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 Brookfield SAFE conversion into shares, 3.5mm private warrants. and 7.5mm public warrants.
LanzaTech
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