LanzaTech SPAC Presentation Deck slide image

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 44
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