CHICAGO and GREENWICH, Conn., March
8, 2022 /PRNewswire/ -- LanzaTech NZ, Inc.
("LanzaTech"), an innovative Carbon Capture and Transformation
("CCT") company that transforms waste carbon into materials such as
sustainable fuels, fabrics, packaging and other products that
people use in their daily lives, and AMCI Acquisition Corp. II
("AMCI") (Nasdaq: AMCI), a publicly-traded special purpose
acquisition company, today announced that they have agreed to
combine through a business combination transaction.
Upon closing of the transaction, the combined company will be
renamed LanzaTech Global, Inc. and its common stock is expected to
be listed on Nasdaq under the ticker symbol "LNZA."
LanzaTech Helping Pave the Road to Net-Zero
Using a variety of waste feedstocks, LanzaTech's technology
platform highlights a future where consumers are not dependent on
virgin fossil feedstocks for everything in our daily lives.
LanzaTech's goal is to challenge and change the way the world uses
carbon, enabling a new circular carbon economy where carbon is
reused rather than wasted, skies and oceans are kept clean, and
pollution becomes a thing of the past. Upon consummation of the
proposed business combination, LanzaTech is expected to be the
first CCT company to access the public capital markets. Through
technology and applications that are designed to touch multiple
points of carbon use, LanzaTech believes it can offer a solution
which could be a meaningful contributor to solving the global
carbon crisis. LanzaTech's scalable technology is designed to
enable participants in many industries to reduce their carbon
footprint and overall environmental impact profitably and help end
users replace materials made from virgin fossil resources with
recycled carbon. LanzaTech helps customers create a more
sustainable future by supporting customers' ESG goals and helping
industries meet mandated emissions reduction targets.
LanzaTech's capital-light, licensing-driven business model not
only enables LanzaTech to significantly accelerate the deployment
of its patent-protected technology, but also creates a truly global
opportunity set of customers unencumbered by geography. By
licensing its technology to customers, LanzaTech provides an
opportunity to drive significant progress toward sustainability
goals.
LanzaTech's management believes that its proven commercialized
technology has the potential to enable decarbonization in many of
the world's most carbon intensive industries.
Management Commentary
Dr. Jennifer Holmgren, Chief
Executive Officer of LanzaTech, commented, "We are showing
the world what is possible when we radically rethink how we source,
use and dispose of carbon. We are excited to be on this journey.
We believe with AMCI that this is a transformative step in our
quest to create a sustainable future for all, where everything can
be made from recycled carbon."
Nimesh Patel, Chief Executive
Officer of AMCI Acquisition Corp. II, stated, "Our primary
objective in forming AMCI Acquisition Corp. II was to partner with
a disruptive company focused on decarbonizing the heavy industrial
complex and transitioning the global energy mix to a lower carbon
footprint. We are pleased to have found that partner in LanzaTech.
LanzaTech is facilitating the creation of a circular economy where
carbon can be reused rather than wasted through the adoption of its
economically viable and scalable technology, designed to enable
industrial users of carbon intensive inputs and raw materials to
reduce their environmental impact and to replace materials made
from virgin fossil fuel resources with recycled carbon. We are
excited to partner with LanzaTech as it continues to scale its
technology deployment and grow its business."
Proven Technology Endorsed by Blue-Chip Partner and Customer
Base
LanzaTech's gas fermentation technology can provide a profitable
pathway for solving the significant carbon problem of heavy
industry. Since its inception in 2005, LanzaTech has worked
diligently to validate its technology in the real-world industrial
marketplace. In 2020, LanzaTech formed and spun out a new company,
LanzaJet, to scale up production of sustainable aviation fuel. Both
companies have built a roster of customers, partners and investors
from a wide variety of industries that range from steel producers
including ArcelorMittal and traditional energy companies such as
Suncor Energy and Shell to aviation companies including All Nippon
Airways, British Airways and Virgin Atlantic, illustrating a high
degree of confidence and adoption across numerous industries.
LanzaTech's sustainable materials are also used in the manufacture
of many everyday goods from well-known consumer brands such as
Unilever and Lululemon. LanzaTech's extensive network of customers
and partners have committed approximately $800 million in the development of new facilities
using LanzaTech's technology, including two commercially operating
plants and seven plants under construction. These new facilities
are expected to bring on significant new production capacity in the
future and serve as a major validation to potential future
customers as the roster of these notable partners continues to
grow.
Transaction Overview
The proposed business combination values LanzaTech at an implied
$1.8 billion pro forma enterprise
value. The combined company is expected to receive gross proceeds
of approximately $275 million,
comprised of AMCI's $150 million of
cash held in trust (assuming no redemptions by AMCI's public
stockholders) and a committed common equity PIPE of approximately
$125 million, at $10.00 per share, by investors including AMCI,
ArcelorMittal, BASF, K1W1, Khosla Ventures, Mitsui & Co., LTD.,
New Zealand Superannuation Fund, Oxy Low Carbon Ventures LLC,
Primetals Technologies, SHV Energy and Trafigura. The boards
of directors of AMCI and LanzaTech have approved the proposed
transaction, which is expected to be completed in the third quarter
of 2022, subject to, among other things, the approval by
LanzaTech's stockholders and AMCI's stockholders and the
satisfaction or waiver of other customary closing conditions.
Proceeds from the transaction are expected to fund acceleration
in LanzaTech's commercial operations, capital requirements
associated with development projects in which LanzaTech has chosen
to participate with partners, and continued technological
innovation. LanzaTech will continue to be based in Chicago, Illinois, and led by Dr. Jennifer Holmgren, Chief Executive Officer of
LanzaTech, and other key members of LanzaTech's executive
leadership.
Additional information about the proposed transaction, including
a copy of the merger agreement and investor presentation, will be
provided in a Current Report on Form 8-K to be filed by AMCI with
the Securities and Exchange Commission (the "SEC") and available at
www.sec.gov.
Advisors
Evercore Group L.L.C. is serving as exclusive financial advisor
to AMCI. Barclays Capital Inc. is serving as exclusive financial
advisor and capital markets advisor to LanzaTech. Goldman
Sachs & Co. LLC, Barclays Capital Inc. and Evercore Group
L.L.C. are serving as placement agents for the PIPE transaction for
AMCI. Evercore Group L.L.C. and Goldman Sachs & Co. LLC
are serving as capital markets advisors to AMCI. White & Case
LLP is serving as legal advisor to AMCI. Covington & Burling
LLP is serving as legal advisor to LanzaTech. Ropes & Gray LLP
is serving as legal advisor to the placement agents.
Investor Conference Call Information
LanzaTech and AMCI will host a joint investor conference call at
9:30 AM ET today, March 8, 2022, to discuss the proposed
transaction. To listen to the prepared remarks via telephone, dial
1-877-407-0789 (U.S.) or 1-201-689-8562 (International), and an
operator will assist you. A telephone replay will be
available at 1-844-512-2921 (U.S.) or 1-412-317-6671
(International), passcode: 13727652, through March 22, 2022 at 11:59 PM
ET. A transcript of this conference call can also be found
on LanzaTech's investor page and will be filed by AMCI with the
SEC.
About LanzaTech
LanzaTech harnesses the power of biology and big data to create
climate-safe materials and fuels. With expertise in synthetic
biology, bioinformatics, artificial intelligence and machine
learning coupled with engineering, LanzaTech has created a platform
that converts waste carbon into new everyday products that would
otherwise come from virgin fossil resources. LanzaTech's first two
commercial scale gas fermentation plants have produced over 30
million gallons of ethanol, which is the equivalent of offsetting
the release of 150,000 metric tons of CO2 into the
atmosphere. Additional plants are under construction globally.
LanzaTech is based in Illinois,
USA.
About AMCI Acquisition Corp. II
AMCI Acquisition Corp. II is a blank check company formed for
the purpose of effecting a merger with a business focused on
decarbonizing the heavy industrial complex and transitioning the
global energy mix to a lower carbon footprint. AMCI's sponsor is an
affiliate of the AMCI group of companies. AMCI invests in and
operates industrial businesses focused on natural resources,
transportation, infrastructure, metals and energy. AMCI has now
invested over $1.7 billion in 40
industrial companies and has an existing portfolio consisting of 21
companies located around the world. AMCI is led by Chief
Executive Officer Nimesh Patel,
President Brian Beem, and Chief
Financial Officer Patrick
Murphy.
Important Information About the Business Combination and
Where to Find It
The proposed business combination will be submitted to
stockholders of AMCI for their consideration. AMCI intends to file
a registration statement on Form S-4 (the "Registration Statement")
with the SEC that will include both a prospectus with respect to
the combined company's securities to be issued in connection with
the business combination and a proxy statement to be distributed to
AMCI's stockholders in connection with AMCI's solicitation of
proxies for the vote by its stockholders in connection with the
business combination and other matters as described in the
Registration Statement. AMCI urges its investors, stockholders and
other interested persons to read, when available, the preliminary
proxy statement/prospectus and any amendments thereto and the
definitive proxy statement/prospectus, as well as other documents
filed by AMCI with the SEC, because these documents will contain
important information about AMCI, LanzaTech and the business
combination. After the Registration Statement is declared
effective, AMCI will mail the definitive proxy statement/prospectus
to its stockholders as of a record date to be established for
voting on the proposed business combination. Stockholders will also
be able to obtain a copy of the Registration Statement, including
the preliminary and definitive proxy statement/prospectus, once
available, as well as other documents filed with the SEC regarding
the business combination and other documents filed by AMCI with the
SEC, without charge, at the SEC's website located at www.sec.gov or
by directing a request to: AMCI Acquisition Corp. II, 600 Steamboat
Road, Greenwich, CT 06830.
Participants in the Solicitation
AMCI and LanzaTech and their respective directors and executive
officers may be considered participants in the solicitation of
proxies with respect to the proposed business combination described
in this press release under the rules of the SEC. Information about
the directors and executive officers of AMCI is set forth in AMCI's
final prospectus filed with the SEC on August 4, 2021 (the "AMCI IPO Prospectus").
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of AMCI
stockholders in connection with the proposed business combination
will be set forth in the proxy statement/prospectus when it becomes
available. Stockholders, potential investors and other interested
persons should read the proxy statement/prospectus carefully when
it becomes available before making any voting or investment
decisions. These documents can be obtained free of charge from the
sources indicated above.
Forward-Looking Statements
This press release includes forward-looking statements
regarding, among other things, the plans, strategies and prospects,
both business and financial, of AMCI and LanzaTech. These
statements are based on the beliefs and assumptions of the
management of AMCI and LanzaTech. Although AMCI and LanzaTech
believe that their respective plans, intentions and expectations
reflected in or suggested by these forward-looking statements are
reasonable, neither AMCI nor LanzaTech can assure you that either
will achieve or realize these plans, intentions or expectations.
Forward-looking statements are inherently subject to risks,
uncertainties and assumptions. Generally, statements that are not
historical facts, including statements concerning possible or
assumed future actions, business strategies, events or results of
operations, are forward-looking statements. These statements
may be preceded by, followed by or include the words "believes,"
"estimates," "expects," "projects," "forecasts," "may," "will,"
"should," "seeks," "plans," "scheduled," "anticipates," "intends"
or similar expressions. The forward-looking statements are based on
projections prepared by, and are the responsibility of, AMCI's or
LanzaTech's management. These forward-looking statements are
not guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
the control of the parties, that could cause actual results or
outcomes to differ materially from those discussed in the
forward-looking statements. Important factors that may affect
actual results or outcomes include, among others, factors relating
to the proposed business combination, including the parties'
ability to meet the closing conditions of the business combination;
the uncertainty of the projected financial information with respect
to LanzaTech; the level of AMCI stockholder redemptions, if any;
the ability to realize the benefits expected from the business
combination; and the ability to list and maintain such listing of
the combined company's securities following the business
combination; factors relating to the business, operations and
financial performance of LanzaTech, including with respect to
LanzaTech's development activities, industry partnerships and
intellectual property rights; and other factors, such as market
opportunities for the combined company, AMCI's or the combined
company's ability to raise financing in the future, and the impacts
of COVID-19 on the combined company's business; and those factors
discussed under the heading "Risk Factors" in the AMCI IPO
Prospectus, AMCI's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021, and other
documents of AMCI filed, or to be filed, with the SEC. New
risk factors emerge from time to time and it is not possible to
predict all such risk factors, nor can AMCI or LanzaTech assess the
impact of all such risk factors on the businesses of AMCI and
LanzaTech prior to the business combination, and the combined
company following the business combination, or the extent to which
any factor or combination of factors may cause actual results to
differ materially from those contained in any forward-looking
statements. Forward-looking statements are not guarantees of
performance. You should not put undue reliance on these
statements, which speak only as of the date hereof. All
forward-looking statements attributable to AMCI or LanzaTech or
persons acting on their behalf are expressly qualified in their
entirety by the foregoing cautionary statements. AMCI and
LanzaTech prior to the business combination, and the combined
company following the business combination, undertake no
obligations to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
any securities, nor shall there be any sale of securities, in any
state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended.
Contacts:
Media Contact - LanzaTech
Freya Burton, Chief Sustainability Officer
lanzatechPR@icrinc.com
Investor Relations Contact - LanzaTech
Omar El-Sharkawy
Director, Corporate Development
LanzatechIR@icrinc.com
AMCI Contact
Nimesh
Patel
Chief Executive Officer
info@amcigroup.com
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SOURCE AMCI Acquisition Corp. II