AMCI Acquisition Corp. II (AMCI) Closes LanzaTech Deal

AMCI Acquisition Corp. II (NASDAQ:AMCI) announced this morning that it has closed its combination with carbon capture technology company LanzaTech.

The combined company’s shares are expected to begin trading on the Nasdaq on February 10 under the symbol “LNZA” and its warrants as “LNZAW”.

AMCI II shareholders approved the combination on February 6, but the SPAC noted certain closing conditions had not been satisfied at the time. It did, however, announce a $5 million addition to the transaction’s PIPE, bringing that facility to $185 million in value with the minimum cash condition set at $230 million.

The parties’ press release this morning notes that the deal is bringing in $240 million in total proceeds at close, and a post-announcement forward purchase agreement that AMCI II arranged to backstop shares could have contributed to the SPAC meeting the mark.

AMCI II inked its $1.8 billion deal with LanzaTech in March 2022. The Chicago-based company is developing carbon-capture plants designed to provide a number of carbon negative outputs ranging from jet fuel to consumer packaging materials.

At announcement, LanzaTech projected it would generate $178 million in revenue in 2023E and achieve EBITDA positivity in 2024E with $80 million in EBITDA from $436 million revenue.

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.