US-headed 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), a publicly-traded special purpose acquisition company, have announced that they have agreed to combine through a business combination transaction.
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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 invests in and operates industrial businesses focused on natural resources, transportation, infrastructure, metals, and energy. It has invested over US$1.7 billion in 40 industrial companies and has an existing portfolio consisting of 21 companies located around the world.
AMCI’s sponsor is an affiliate of the AMCI group of companies.
Upon closing of the transaction, which is approved by the boards of directors of AMCI and LanzaTech, is expected in the third quarter of 2022 subject to, among other things, approval by AMCI’s stockholders and LanzaTech’s stockholders and the satisfaction or waiver of other customary closing conditions, the combined company will be renamed LanzaTech Global, Inc.
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, said Nimesh Patel, CEO of AMCI Acquisition Corp. II.
Paving 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.
The 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 scalable technology and applications that are designed to touch multiple points of carbon use, LanzaTech believes it can offer a solution that could be a meaningful contributor to solving the global carbon crisis enabling 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’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.
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, said Dr Jennifer Holmgren, CEO of LanzaTech.
Proven (bio)technology
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, and in 2020, it formed and spun out a new company, LanzaJet, to scale up the production of sustainable aviation fuel (SAF).
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 (ANA), British Airways (BA), 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 has committed approximately US$800 million to 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.
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 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, said Nimesh Patel.
Transaction Overview
The proposed business combination values LanzaTech at an implied US$1.8 billion pro forma enterprise value.
The combined company is expected to receive gross proceeds of approximately US$275 million, comprised of AMCI’s US$150 million of cash held in trust (assuming no redemptions by AMCI’s public stockholders) and a committed common equity PIPE of approximately US$125 million, at US$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.
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 (IL), and led by Dr Jennifer Holmgren, CEO of LanzaTech, and other key members of LanzaTech’s executive leadership.
Evercore Group L.L.C. is serving as the exclusive financial advisor to AMCI Acquisition Corp. II while Goldman Sachs & Co. LLC, Barclays Capital Inc., and Evercore Group L.L.C. are serving as placement agents for the PIPE transaction for AMCI Acquisition Corp. II.
Barclays Capital Inc. is serving as the exclusive financial advisor and capital markets advisor to LanzaTech.
Evercore Group L.L.C. and Goldman Sachs & Co. LLC are serving as capital markets advisors to AMCI Acquisition Corp. II and White & Case LLP is serving as legal advisor.
Covington & Burling LLP is serving as legal advisor to LanzaTech. Ropes & Gray LLP is serving as legal advisors to the placement agents.
