LanzaTech's Pathway to Decarbonization Pitch
Uses
$ 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.
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