UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): October 11, 2022

 

AMCI Acquisition Corp. II

(Exact name of registrant as specified in its charter)

 

Delaware 001-40282 86-1763050
(State or other jurisdiction
of incorporation)
(Commission File Number) (I.R.S. Employer
Identification No.)

 

600 Steamboat Road

Greenwich, Connecticut

06830
(Address of principal executive offices) (Zip Code)

  

(203) 625-9200

(Registrant’s telephone number, including area code)

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange on which
registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant   AMCIU   The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share   AMCI   The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50   AMCIW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

  

Item 7.01. Regulation FD Disclosure.

 

As previously announced, AMCI Acquisition Corp. II, a Delaware corporation (“AMCI”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with LanzaTech NZ, Inc. (“LanzaTech”).

 

Furnished as Exhibit 99.1 hereto is an updated investor presentation dated October 11, 2022, to be used by LanzaTech and AMCI in meetings with certain of their stockholders and other persons in connection with the proposed transactions contemplated by the Business Combination Agreement.

 

The information in this Item 7.01, including Exhibit 99.1, is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

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 has filed the registration statement on Form S-4 (the “Registration Statement”) relating to the business combination, which includes both a preliminary 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 the preliminary proxy statement/prospectus and, when available, 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 proxy statement/prospectus and, once available, the definitive proxy statement/prospectus, 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 Current Report on Form 8-K (this “Current Report”) under the rules of the SEC. Information about the directors and executive officers of AMCI is set forth in the Registration Statement (and will be included in the definitive proxy statement/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 is set forth in the Registration Statement (and will be included in the definitive proxy statement/prospectus). Stockholders, potential investors and other interested persons should read the proxy statement/prospectus carefully before making any voting or investment decisions. These documents can be obtained free of charge from the sources indicated above.

 

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Forward-Looking Statements

 

This Current Report 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 proposed 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 additional financing in connection with the proposed business combination or otherwise 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 Registration Statement 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 Current Report shall not constitute 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.

 

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Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
   
99.1   Investor Presentation, dated October 11, 2022.
   
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  AMCI ACQUISITION CORP. II
       
  By: /s/ Nimesh Patel
    Name: Nimesh Patel
    Title: Chief Executive Officer

 

Date: October 11, 2022

 

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Exhibit 99.1

 

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1 ©2022 LanzaTech, Inc. All rights reserved. Transforming Carbon. Making Products. Where does your carbon come from?

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Disclaimer The Presentation (Together with Oral Statements Made in Connection Herewith) This presentation (together with oral statements made in connection herewith, this "Presentation”) is for informational purposes only. This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This Presentation has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between LanzaTech NZ, Inc. (“LanzaTech”, or the “Company”) and AMCI Acquisition Corporation II (“AMCI”), and the related transactions including a potential investment in AMCI (the “Proposed Business Combination” or “Transaction”), and for no other purpose. The proposed terms of the Transaction reflected in the Presentation are indicative, non-binding, and proposed by AMCI. Any and all terms remain subject to further discussion, negotiation, and change. Neither the SEC nor any securities commission of any other U.S. or non-U.S. jurisdiction has approved or disapproved of the securities or of the Proposed Business Combination contemplated hereby or determined that this Presentation is truthful or complete. Any representation to the contrary is a criminal offense. AMCI will make any offer to sell securities only pursuant to a definitive subscription agreement, and AMCI reserves the right to withdraw or amend for any reason any offering and to reject any subscription agreement in whole or In part for any reason. This Presentation and information contained herein constitutes confidential information and is provided to you on the condition that you agree that you will hold it in strict confidence and not reproduce, disclose, forward or distribute it in whole or in part without the prior written consent of AMCI and the Company and is intended for the recipient hereof only. By accepting this Presentation, you acknowledge and agree that all of the information contained herein or disclosed orally in connection with this Presentation is confidential, that you will not distribute, disclose and use such information tr any purpose other than for the purpose of your firm's participation in the potential financing, that you will not distribute, disclose or use such information in any way detrimental to LanzaTech or AMCI, and that you will return to LanzaTech and AMCI, delete or destroy this Presentation upon request. No representations or warranties, express or implied are given in, or in respect of, this Presentation. To the fullest extent permitted by law in no circumstances will AMCI, LanzaTech or any of their respective subsidiaries, security holders, affiliates, representatives, partners, directors, officers employees, advisers, or agents be responsible or liable for any direct, indirect, or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Although all information and opinions expressed in this Presentation, including industry and market data obtained from third-party industry publications and sources as well as from research reports prepared for other purposes, were obtained from sources believed to be reliable and are included in good faith, neither AMCI nor LanzaTech has independently verified the information obtained from these sources and cannot assure you of the information's accuracy or completeness. This information is subject to change. Some data are also based on the good faith estimates of LanzaTech and AMCI, which are derived from their respective views of internal sources as well as the independent sources described above. LanzaTech's forward-looking statements related to product performance, product cost and product sales related projections are based upon but not limited to discussions and/or agreements with customers, suppliers, partners and academic research organizations as well as the Company's first commercial scale system built and operating in China. In addition, this Presentation, does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of LanzaTech or the Proposed Business Combination. Viewers of this Presentation should each make their own evaluation of LanzaTech and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Nothing herein should be construed as legal, financial tax or other advice. You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. Nothing contained herein shall be deemed a recommendation to any party to enter into any transaction or take any course of action. In connection with the Proposed Business Combination, AMCI has filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4 (the “Registration Statement”) containing a preliminary proxy statement and a preliminary prospectus of, AMCI and, after the registration statement is declared effective, AMCI will mail a definitive proxy statement/prospectus relating to the Proposed Business Combination to its stockholders. Shareholders and other interested persons are urged to read the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and any other relevant documents filed with the SEC when they become available because they will contain important information about AMCI, LanzaTech and the Proposed Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the Proposed Business Combination will be mailed to stockholders of AMCI as of a record date to be established for voting on the Proposed Business Combination. Shareholders will also be able to obtain free copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, once available, without charge, at the SEC's website located at www.sec.gov, or by directing a request to AMCI Acquisition Corporation II, 600 Steamboat Road, Greenwich, CT 06830. AMCI, LanzaTech and their directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from AMCI's shareholders in respect of the Proposed Business Combination and the other matters set forth in the registration statement. Information regarding AMCI's directors and executive officers is available under the heading “Management” in AMCI’s final prospectus used in its initial public offering, which was filed with the SEC and is available free of charge at the SECs website at www.sec.gov, or by directing a request to AMCI Acquisition Corporation II, 600 Steamboat Road, Greenwich, CT 06830. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests by security holdings or otherwise, is contained in the proxy statement/prospectus relating to the Proposed Business Combination. Forward Looking Statements Certain statements included in this Presentation that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe”, "may”, "will”, "estimate”, "continue”, “anticipate”, "intend”, "expect”, “should”, "would”, "plan”, “predict”, "potential”, “seem”, “seek”, "future”, “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity, expectations and timing related to the rollout of LanzaTech's business and timing of deployments, customer growth and other business milestones, potential benefits of the Proposed Business Combination and PIPE investment (the "Proposed Transactions"), and expectations relating to the Proposed Transactions. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of LanzaTech's and AMCI's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of LanzaTech and AMCI. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely enter into definitive agreements with respect to the Proposed Transactions or consummate the Proposed Transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Transactions or that the approval of the stockholders of AMCI or LanzaTech is not obtained; failure to realize the anticipated benefits of the Proposed Transactions; matters discovered by AMCI or LanzaTech as they complete their respective due diligence investigations of each other; risks relating to the uncertainty of the projected financial information with respect to LanzaTech; risks related to the rollout of LanzaTech's business and the timing of expected business milestones; ability to negotiate definitive contractual arrangements with potential customers; the impact of competitive technologies; ability to obtain sufficient supply of materials; the impact of Covid-19; global economic conditions; ability to meet installation schedules; the effects of competition on LanzaTech's future business; the amount of redemption requests made by AMCI’s public stockholders; and those factors discussed in documents AMCI has filed or will file with the SEC, together with the risks described in this Presentation under the heading “Risk Factors.“ Additional risks related to LanzaTech’s business include, but are not limited to: the Company has not yet deployed its technology at scale in commercial deployments; the long bidding and sales cycle in the industry; the success of the project incorporating the Company’s systems, governmental regulation; environmental regulation; most of the Company's sales pipeline is not in the form of definitive agreements; the Company's ability to negotiate and enter into definitive agreements on favorable terms, if at all; construction delays; potential defects in the Company’s systems; whether in the design, manufacturing or assembly or otherwise; the impact of competing technologies; intellectual property-related claims; ability to expand operations internationally: ability to attract and retain qualified personnel; ability to continue to source materials and components locally; ability of the Company's systems to provide favorable economic benefits to customers as compared to competing technologies; and the continued demand for renewable energy. 2

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If any of these risks materialize or AMCI‘s or LanzaTech's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither AMCI nor LanzaTech presently know or that AMCI and LanzaTech currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect AMCI's and LanzaTech's expectations, plans, or forecasts of future events and views as of the date of this Presentation. AMCI and LanzaTech anticipate that subsequent events and developments will cause AMCI's and LanzaTech's assessments to change. However, while AMCI and LanzaTech may elect to update these forward- looking statements at some point in the future, AMCI and LanzaTech specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing AMCI’s and LanzaTech's assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither LanzaTech, AMCI, nor any of their respective affiliates have any obligation to update this Presentation. Use of Projections This Presentation contains projected financial information with respect to LanzaTech. Such projected financial information constitutes forward-looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive, and other risks and uncertainties that could cause actual results to differ materially from those contained in the projected financial information. Actual results may differ materially from the results contemplated by the projected financial information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved. Neither AMCI's nor the Company's independent auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. Financial Information; Non-GAAP Financial Measures The financial information and data contained in this Presentation is unaudited and does not conform to Regulation S-X or Regulation G. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented differently in, any proxy statement/prospectus or registration statement or other report or document to be filed or furnished by AMCI with the SEC. Some of the financial information and data contained in this Presentation, such as EBITDA, adjusted EBITDA, adjusted EBITDA – invested capital, EBITDA margin, EBITDA / Capex, EV / EBITDA and EV/ Adjusted EBITDA, has not been prepared in accordance with United States generally accepted accounting principles (“GAAP"). AMCI and LanzaTech believe these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to LanzaTech's financial condition and results of operations. LanzaTech's management uses these non-GAAP measures for trend analyses, for purposes of determining management incentive compensation and for budgeting and planning purposes. AMCI and LanzaTech believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing LanzaTech's financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in LanzaTech's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which items of expense and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. You should review LanzaTech's summary unaudited financial information included in this presentation and LanzaTech’s audited financial statements, which are included in the registration statement and proxy statement filed with the SEC. A reconciliation of projected non-GAAP financial measures has not been provided as such reconciliation is not available without unreasonable efforts. Trademarks This Presentation contains trademarks, service marks, trade names, and copyrights of AMCI, LanzaTech, and other companies, which are the property of their respective owners. The use or display of third parties· trademarks, service marks, trade name or products in this Presentation is not intended to, and does not imply, a relationship with AMCI or LanzaTech, or an endorsement or sponsorship by or of AMCI or LanzaTech. Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear with the TM or SM symbols, but such references are not intended to indicate, in any way, that LanzaTech or AMCI will not assert, to the fullest extent permitted under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names. Preliminary Financial Information LanzaTech reports its financial results in accordance with U.S. generally accepted accounting principles. All projected financial information and metrics in this presentation are preliminary. These estimates are not a comprehensive statement of LanzaTech’s financial position and results of operations. There is no assurance that LanzaTech will achieve its forecasted results within the relevant period or otherwise. Actual results may differ materially from these estimates as a result of actual year-end results, the completion of normal year-end accounting procedures and adjustments, including the execution of LanzaTech’s internal control over financial reporting, the completion of the preparation and management’s review of LanzaTech’s financial statements for the relevant period and the subsequent occurrence or identification of events prior to the issuance of its financial results for the relevant period. 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. Information about the directors and executive officers of AMCI is set forth in the registration statement filed with the SEC (and will be included in the definitive proxy statement/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 is set forth in the registration statement (and will be included in the definitive proxy statement/prospectus). Stockholders, potential investors and other interested persons should read the proxy statement/prospectus carefully before making any voting or investment decisions. These documents can be obtained free of charge from the sources indicated above. Non-Solicitation This Presentation shall not constitute 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. Disclaimer The Presentation (Together with Oral Statements Made in Connection Herewith) 3

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◼ LanzaTech shareholders to roll over 100% of their equity ◼ AMCI II (NASDAQ:AMCIU) has ~$150mm of cash in trust ◼ PIPE of ~$125mm as of March 7, 2022, sourced from existing investors, commercial partners, and new investors ◼ SAFE Investment of $50mm as of October 3, 2022 from Brookfield ◼ Pre - money enterprise value of ~$1.7bn ◼ Attractive valuation versus synthetic biology, sustainable materials / fuels, and decarbonization peers ◼ World’s first public carbon capture and transformation company (“CCT”) Nimesh Patel CEO & Director Brian Beem President & Director 4 Dr. Jennifer Holmgren CEO & Director Geoff Trukenbrod Chief Financial Officer AMCI has Identified LanzaTech as a Market Leader in the CarbonTech Ecosystem Source: LanzaTech management 1 Business Combination Agreement requires minimum net proceeds of $250mm to close. Key Company Highlights Pro Forma Capital Structure 1 Presenters Transaction Value Established CarbonTech company transforming carbon emissions to sustainable materials and sustainable aviation fuel (“SAF”) ◼ Disruptive synthetic biology ( synbio ) platform integrated with proven engineering and commercial - scale operations Profitable, scalable decarbonization solution for industrial sectors today ◼ 3 commercial plants operating ◼ 6 additional plants under construction Capital - light, recurring revenue licensing model Rapidly growing demand for CarbonSmart ™ chemicals from leading consumer brands and SAF from global airlines Founding shareholder of LanzaJet , a leading SAF company spun out in 2020 and backed by British Airways, Mitsui, Shell, and Suncor Blue - chip commercial partners and investors Exceptional management team with proven execution capability

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LanzaTech Captures Carbon and Transforms it into Sustainable Products 5

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From waste . . .

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. . . to products

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Being CarbonSmart™ ~2 tons of CO2 removed per ton of CarbonSmartTM product made¹ In a CarbonSmartTM world, carbon waste is transformed to nearly everything we use in our daily lives LanzaTech generates profitable ROIs for partners, accelerating adoption of CarbonSmart™ Products with CarbonSmart™ $1T Addressable Market² Potential for >1 billion tons/year of product from waste feedstocks ¹ LanzaTech management; ² Per Grand View Research (2019), Allied Market Research (2018), The Business Research Company (2019), Technavio (2019), Fortune Business Insights (2019) and Knowledge Sourcing Intelligence (2020). 8

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LanzaTech’s Unique Transformation Process FUELS MATERIALS PROTEIN CLEAN UP GASIFICATION COMPRESSION SEPARATION STORAGE FERMENTATION AGRICULTURAL & MUNICIPAL WASTE INDUSTRIAL OFF-GAS ELECTROLYSIS & DIRECT AIR CAPTURE THE LANZATECH PROCESS

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Market Opportunity 1

¹ Climate Watch, The World Resources Institute, Global Change Data Lab; data as of 2016. ² Per Grand View Research (2019), Allied Market Research (2018), The Business Research Company (2019), Technavio (2019), Fortune Business Insights (2019) and Knowledge Sourcing Intelligence (2020). $1 Trillion Addressable Annual Market² Mandated markets and consumer demand Mandated need to reduce emissions 12 Gigatons of carbon emissions emitted1 Industrial Consumer 11 Proven Technology at the Nexus of Two Mandated Markets

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Coalition Notable Companies Represented SAF Target 10% by 2030 30% by 2030 30% by 2035 Companies Committed Sustainable Aviation Fuels Market Opportunity In order to reach expected 2030 SAF demand, global SAF capacity must achieve an 87% CAGR “SAFs are the only viable near-term option to decrease emissions in the aviation sector, as they are compatible with current aircraft engines and fueling infrastructure and can power flights with no distance limits” (McKinsey & Company)1 1 McKinsey & Company, Critical insights on the path to a net-zero aviation sector. 2 2020 and 2025 numbers from the International Air Transport Association. 2030, 2035 and 2040 numbers are assumed as 10%, 20% and 30% of global jet fuel demand, respectively. 3 World Economic Forum, Clean Skies for Tomorrow 2030 Ambition Statement 4 World Economic Forum, Clean Skies for Tomorrow Insight Report Mandated Global Jet Fuel Demand (billion gallons per year) SAF Market Demand Drivers Select SAF Corporate Commitments 12 2 3 4

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13 LanzaTech Provides a Profitable Pathway to Solving Heavy Industries’ Carbon Problem Source: LanzaTech management, 1Climate Watch, The World Resource Institute, Global Change Data Lab; data as of 2016 Profitable to CO2 Emitter ✓✓✓ Carbon Captured / Avoided Commercially Available Ability to Use Existing Infrastructure Addressing industrial carbon emissions while preserving trillions of dollars of existing infrastructure ~25% global greenhouse gas emissions are from heavy industries1 Among CCT solutions, LanzaTech is ready now and cost effective LanzaTech Purchase Offsets Pay Penalties Sequester Future Technologies × × × ? ✓✓✓ ✓✓✓ ✓✓✓ ✓✓✓ ✓✓✓ ✓✓ ? × × ✓✓✓ ✓✓✓ ✓✓✓ ✓✓✓ ✓ ×

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Plans for deployment of LanzaTech technology globally Additional plants under construction; technology rollout across China Building LanzaTech’s first commercial MSW conversion facility, currently in plant startup commissioning; plans for deployment across Japan Active technology and project development partner Commercial project investor, including in SGLT plants, and offtaker Building first refinery off-gas plant; plans for broad deployment Strategic partner for new LanzaTech chemicals LanzaTech Investor LanzaJet Investor Commercial Plant Partner Global Fortune 500 Partners Deploying LanzaTech’s Technology Key Partners ~$850mm invested by world class partners deploying LanzaTech’s technology, resulting in expected product capacity of ~700,000 mtpa (230 million gallons/year) Source: LanzaTech management Partner for chemicals commercialization and deployment 14 Shougang LanzaTech

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“We have worked with LanzaTech for several years, know their leadership team well and understand the potential of their technology and the role it can play in not only helping us to decarbonize, but also in producing valuable products from our carbon bearing gases which can help the decarbonization of other sectors. Extending our relationship through this investment was therefore a natural next step and we are very pleased to now have an excellent CCU technology company within our XCarb ™ innovation fund portfolio. ” Pinakin Chaubal , ArcelorMittal Chief Technology Officer “The integration of LanzaTech’s gas fermentation technology into BASF’s Verbund enables us to tak e an important step towards a carbon - neutral circular economy ..” Dr. Detlef Kratz , BASF President R&D at BASF “ The LanzaTech process is important because this fuel takes waste, carbon - rich gases from industrial factories and gives them a second life – so that new fossil fuels don’t have to be taken out of the ground. This flight is a huge step forward in making this new technology a mainstream reality.” Sir Richard Branson, Virgin Atlantic Founder of Virgin Group, following the first commercial flight using SAF from steel mill emissions “We are capturing emissions before they pollute our atmosphere and are at the same time moving away from fossil - based materials. ” Caspar Coppetti , On Co - Founder and Executive Co - Chairman LanzaTech’s Network of Trusted Investors and Partners Range from Industrial Emitters to Aviation Companies and Consumer Brands Source: Bloomberg, company filings Over $500M Raised from World Class Investors 15

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Company and Technology Overview 2

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Freya Burton Chief Sustainability Officer Julie Zarraga EVP, Engineering Johanna Haggstrom VP, Chemicals & HydrocarbonTech Rob Conrado VP, Engineering Design and Development Jimmy Samartzis CEO, LanzaJet LanzaTech Leadership Jennifer Holmgren CEO & Director Sean Simpson CSO, Co-Founder, & Director Geoff Trukenbrod CFO Mark Burton General Counsel Steven Stanley Chief Commercial Officer Process Integration & Commercialization Refining, Aviation & Biotech 150+ years Management Experience 17 Who We Are Our DNA

Poised for Growth: 17 Years of Intellectual Property Development and Technology Commercialization Source: LanzaTech management Innovate and Capitalize on Market Inflection Market is Ready for LanzaTech Demonstrated m arket and regulatory need for decarbonization solutions LanzaTech recognized as carbon capture and transformation leader Foundation Built: Fully Commercialized 18 Multiple pilot, demo, and commercial deployments Proven, scalable, profitable Synbio and AI expertise World class biology + 1,220 issued patents, global reach Intellectual property moat CarbonSmart TM products and SAF supply with top brands Market and partners

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Upstream Patents Gas Conditioning Equipment Design Gasification integration with fermentation Electrolysis for use of CO 2 in LT process Expression Strategies Enzyme Pathways Genetic Tools Process Controls Biological Products Integrations Catalytic Products Secondary Fermentations Nutrition Applications Feedstocks and characterization Chassis Strains Product Recovery Core Synthetic Biology & Fermentation Patents Downstream Product Portfolio Patents LanzaTech has over 1,220 patents granted worldwide with over 565 p ending 100 Potential Chemicals Identified PHB Isoprene Ethanol Butyric acid Succinic acid 3 - HB (R,S,mix) 2 - HB 4 - HB 2 - HIBA Ketovaleric acid 1,3 - PDO (R,S,mix) Butylene FAEE FABE C6 - C14 Hydroxyacids Ketoglutate Alanine C6 - C14 Alkylmalates Acetic Acid Lactic acid Citramalic Acid Methionine Leucine Isoleucine MEG 1,3 - BDO (R,S,mix) n - butanol Isopropanol C6 - C14 Alcohols Mevalonic Acid 3 - hydroxypropionate Acetone 2,3 - BDO (RR,meso,mix) Phenyl ethanol 1,3 - BDO (R,S,mix) Broad Technology Platform with Patent Protection Forms Competitive Moat 19

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LanzaTech Offers Carbon Negative Products Today With Inevitable Improvement Over Time 2.1 -0.2 -0.8 kg CO 2 e/kg product Monoethylene glycol (MEG) As a chemical intermediate Fossil Equivalent2 LanzaTech with renewable energy LanzaTech from offgas Renewable Energy Further reduces carbon intensity of LanzaTech process and products Carbon Negative Feedstocks Enable increasingly negative product carbon intensity Net Zero Economy Enabled by LanzaTech products 89 14 -10 g CO 2 e/MJ Sustainable Aviation Fuel With LanzaJet Process Fossil Equivalent1 LanzaTech with renewable energy LanzaTech with biogas feedstock 1 ICAO Sustainable Aviation Fuels Guide, Version 2, December 2018, Page 6; 2 The ecoinvent database, version 3

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LanzaJet: The Leading SAF Platform 21 LanzaJet Overview Key Investors SAF from Carbon Emissions Patented Process and ASTM Approved Complementary Technology to LanzaTech LanzaTech Ownership 25%, Path to Majority through IP Contribution

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Carbon Emissions to Sustainable Aviation Fuels 22 Water Ethylene Ethanol Jet Diesel Source: LanzaTech management Low Cost Process Abundant, Waste-based Feedstock Competitive Waste-to-SAF Solution With opportunity to utilize existing ethanol supply today

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Direct Conversion of CO2 Net Zero Aviation requires closing the emissions cycle Direct conversion of CO2 to SAF is possible today 23 Coupling direct CO2 conversion with Direct Air Capture fully closes the aviation fuel cycle

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SAF Competitive Landscape Lowest Cost Process1 High Potential Jet Yield (90%)2 Non-food Based Abundant Low- cost Feedstocks Direct CO2 Feedstock Use Significant competitive advantages from joint process SAF Key Competitors Multiple Global Plants in Development 1 As compared to Gasification + Fischer-Tropsch and hydro-processed esters and fatty acids (HEFA) 2 Source: LanzaTech Management

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Synthetic Biology: LanzaTech’s Toolkit to Redefine the Chemicals Industry LanzaTech is the first to unlock anaerobic microbes as chassis organisms and has a complete toolkit in house to engineer new products AI and Modeling Strain Construction Automation DRAFT 25

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Product Identification Microbe Design Commercial Operations Feedstock Capability Leading Synbio Company Transforming Waste to Products 1 Source: LanzaTech management, Capital IQ, Bloomberg; 1 Via their ownership / relationship with Genomatica .. LanzaTech’s Differentiated Platform Allows it to Use Multiple Non - Food Feedstocks Why LanzaTech Differentiated End - to - End Capability Enables Expansion to Sustainable Materials Using Already - Sourced Carbon Compatible With Installed Commercial Gas Fermentation Infrastructure Successful, At - Scale Piloting of First Key Molecules Complete with Hundreds Under Development 1 2 3 4 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ 26 Steel and Ferroalloy Gas MSW Refinery Gas Biomass Biogas CO 2 Sugar

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LanzaTech SynBio Platform Provides Solutions to Industry Leaders Across Multiple Sectors 27 Chemicals Packaging Fragrances Fabrics Microbes Tailored for Specific Applications ✓ Same reactor ✓ Same feedstock ✓ Same process

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LanzaTech SynBio Platform at the Cutting Edge Across Multiple Capabilities & Processes 28 World’s First Anaerobic Biofoundry Advanced AI & Modeling Rapid In Vitro Prototyping Platform World - Class Partnerships Fully Automated Engineering & Screening of Thousands of Anaerobic Gas Fermentation Strains Predictive & Low - Cost, Cell - Free Prototyping of Enzymes & Pathway Designs Fully - Integrated Predictive Metabolic & Process Models Partnerships with Leading Synthetic Biology Institutions Across Globe

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Growth Opportunity 3

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3 Commercial Plants Operating, 6 Plants Scheduled to Complete Construction in 2022/2023, and 8 Additional Plants in Engineeri ng LanzaTech CCT Commercial Deployment Status Partner Investment ~$850 million Operating Construction Engineering Feedstocks Represented Estimated Total Installed Capacity 1 ~700,000 mtpa (230 million gpy ) Source: LanzaTech management. ¹ Represents capacity and carbon captured by all plants above. Anticipated Carbon Captured Annually 1 ~1,000,000 tonnes Steel and Ferroalloy Gas MSW Refinery Gas Biomass Biogas Regions Represented North America Europe Asia Oceania 30 CO 2 + H 2

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Global Impact Steel and Ferroalloy Gas MSW Refinery Gas Biomass Biogas 31 CO 2 +H 2

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Source: LanzaTech Management Note: Based on all active projects in the pipeline advancing through each project development stage. Lifetime revenue includes all one - time and recurring revenue based on a 20 - year useful project life. Some projects in construction are pilot or smaller capacity opportunities. 1 Revenue opportunity represents lifetime revenue from a customer. Current Engagements Represent ~$7.5bn Revenue Opportunity 1 6 Construction 8 Engineering 35 Feasibility Study 38 Active Customer Engagements with Positive Technoeconomic Analysis Results 32

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Brookfield Partnership to Drive CCT Scale - Up and Catalyze Project Deployment within LanzaTech Co - Development Strategy Source: LanzaTech management, 1 Named and unnamed project opportunities across projects developed with Brookfield and sponsored projects 33 ◼ Brookfield Framework Agreement unlocks sophisticated infrastructure capital to invest in projects and further validates the LanzaTech technology platform ◼ Capital - light solution providing much - needed supply for the massive, immediate, and rapidly growing demand from CarbonSmart ™ and SAF customers ◼ In select identified opportunities, LanzaTech plans to deploy capital directly into projects (~$85mm total, representing ~5% of total capital required for those projects ) Increased CarbonSmart ™ and SAF Availability Accelerant to Licensing Business Increased Volumes from Diversified Feedstocks and Geographies Potential supply for SAF and CarbonSmart TM materials from these projects 1 Massive Demand Opportunity from LanzaJet alone by 2030 5,000k MT (~1.8 billion gallons) 1,500 k MT (~ 500 million gallons) Committed equity facility to invest in CCT projects; LanzaTech participates in project upside +$500mm Global focus enables broad deployment of CCT technology Broad Scope LanzaTech receives its one - time and recurring project - related revenue Drives Revenue LanzaTech eligible to take up to 50% of the offtake 50% Offtake Brookfield Partnership Revolutionizes LanzaTech Co - Development Strategy

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Key Investment Highlights Attractive entry valuation enabling o pportunity to invest in a first of a kind CarbonTech company decarbonizing heavy industry, aviation, and consumer supply chains LanzaTech will be the first carbon capture and transformation company to go public enabling industrial companies to make money from emissions and consumer brands to decarbonize supply chains Clear track record of successfully deploying patented carbon capture and transformation (CCT) technology driving revenue growth in a massive global TAM supported by macro tailwinds CCT market leader built on the foundation of a world class synthetic biology platform delivering value at each stage of technology deployment, and providing significant recurring revenues Capital - light, licensing model generating attractive returns Profitable plant - level economics expected to drive technology deployment and accelerate growth 34

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Economics and Financial Overview 4

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Business Model Integrated and Complementary Business Model Source: LanzaTech management Joint Development & Contract Research Licensing of CCT Technology CarbonSmart TM Marketing ◼ Leverages LanzaTech's synthetic biology, AI, and machine learning expertise to develop new products ◼ Expands addressable product markets and drives demand for CCT facilities ◼ Facilitates LanzaTech’s continued investment in disruptive synthetic biology platform ◼ Combination of one - time and recurring revenues to deploy LanzaTech carbon capture and transformation (CCT) plants ◼ One - time revenues - equipment, engineering and startup services ◼ Recurring revenues - royalties, microbes and media sales, and software licensing ◼ Offtake from CCT plants to supply brands with sustainable products ◼ Upgrade products with conversion partners into a huge variety of drop in polymers, materials, and fuels CarbonSmart TM Marketing Licensing of CCT Technology Joint Development & Contract Research 37

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LanzaTech Unit Level Economics ($ in millions) Source: LanzaTech management. P lant economics vary by region, size, feedstock, etc. The above is intended to be exemplary of the unit economics of plants that are currently being engineered or constructed ◼ Each carbon capture and transformation plant generates a combination of both one - time and recurring cash flows to LanzaTech — One - Time Cash Flows : Engineering Services, Startup Services, and Equipment Sales — Recurring Cash Flows : Royalties from Licensing, Microbes & Media, Monitoring & Software, and CarbonSmart ™ related marketing fees Expected Plant Level Revenue to LanzaTech Expected Plant - Level EBITDA to LanzaTech One - Time Revenue / EBITDA Recurring Revenue / EBITDA … … 90% Recurring Revenue 98% Recurring EBITDA $ 4 $ 8 $ 8 $ 8 90 % $ 2 $ 10 $ 6 10 % Year T - 2 Year T - 1 Year 0 Year 1 Year 2 Year 20 Years 1-20 $ 3 $ 7 $ 7 $ 7 98 % $ 1 $ 2 $ 1 2 % Year T - 2 Year T - 1 Year 0 Year 1 Year 2 Year 20 Years 1-20 38

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Customer Unit Level Economics ◼ Plant economics vary by region, feedstock, and chosen product ◼ Economics are expected to be attractive for plant sponsor, exclusive of the benefit of carbon emission reductions ◼ Further upside to plant economics from: — Feedstock costs represent up to 40% of cost structure; as cost of carbon increases, this is expected to decrease substantially — Price of carbon abated is excluded — Direct production of higher value chemicals Plant Level Data Production ( mtpa / million gpy ) 50,000 / 16.7 Carbon Captured ( mtpa ) ~100,000 Project CapEx ($mm) $150 Current ($/ mt ) Carbon Upside ($/ mt ) Revenues $1,115 $1,115 Feedstock Costs $(250) +$100 OpEx Costs $(375) $(375) Total Cash Costs $ (625) $(275) Cash Margin $490 $840 Gross Cash Margin ($mm per year) $25 $42 Potential avoided cost of $ 10 mm per annum to the plant assuming a carbon price of $100/ mt LanzaTech’s 1 st customer is building its 4 th plant Expected Carbon Transformation Plant Economics Source: LanzaTech management. P lant economics vary by region, size, feedstock, etc. The above is intended to be exemplary of the unit economics of plants that are currently being engineered or constructed The Company expects to continue to innovate around its platform technology in order to reduce operating expense and capital expenditures, but those innovations are not reflected in these estimates. 39

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LanzaTech Projected Financial Profile ($ in millions) Source: LanzaTech management Note: Adjusted EBITDA adds back stock - based compensation and includes LanzaTech’s share of LanzaJet’s Net Income. ¹ Includes project start revenue, Grants & JDA revenue, dividends and LanzaTech’s share of LanzaJet’s services revenue. ² Includes recurring revenue and CarbonSmart ™ revenue 3 This projected financial information is preliminary. See “Preliminary Financial Information” above. See also "Non - GAAP Reconciliations" for a reconciliation of these non - GAAP financial measures to t heir most directly comparable financial measures calculated in accordance with GAAP. % Growth: % Margin: % of Rev: % of EBITDA: One - Time Revenue¹ Recurring Revenue² PP&E Sponsored Project Investment Revenue Projections Adjusted EBITDA Projections Invested Capital Projections: Capex & Sponsored Project Investment Adjusted EBITDA – Invested Capital Projections 40 3 3 $38 $137 $292 $568 $656 $8 $40 $58 $168 $370 $46 $177 $350 $736 $1,026 2022E 2023E 2024E 2025E 2026E ($62) ($30) $58 $232 $430 2022E 2023E 2024E 2025E 2026E $8 $16 $27 $18 $16 $4 $33 $46 $4 $8 $20 $60 $63 $21 2022E 2023E 2024E 2025E 2026E ($70) ($50) ($2) $168 $410 2022E 2023E 2024E 2025E 2026E 76% 383% 197% 211% 139% NM NM 17% 31% 42% 17% 11% 17% 9% 2% NM NM NM 73% 95%

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Projected Need to Fund Growth ($ in millions) Source: LanzaTech management 1 Assumes the $250mm minimum cash closing condition, and 2022E figure excludes $30mm attributable to ArcelorMittal Safe note investment in December 2021, which will convert (and be part of) PIPE proceeds. .. Cash Flow Projections ◼ 2022 Investment in carbon capture transformation plant rollout expected to accelerate growth ◼ 2023 – 2024 Adjusted EBITDA improvement, with positive full - year adjusted EBITDA expected to begin in 2024 ◼ 2025 Continued strong adjusted EBITDA growth expected to drive significant positive free cash flow generation ◼ 2026 Significant increase in operating and net cash flow as business scales 41 2022E 2023E 2024E 2025E 2026E Total Cash Flow from Operations CFO (excl. Working Capital) ($62) ($32) $53 $223 $404 $586 Net Δ in Working Capital (15) (35) (30) (74) (43) (198) Total Cash Flow from Operations ($77) ($67) $23 $148 $361 $388 Cash Flow from Investing Purchases of Property ($8) ($16) ($27) ($18) ($16) ($85) Net Investment in Sponsored Projects 1 (7) (33) (43) 32 (49) Total Cash Flow from Investing ($7) ($23) ($60) ($60) $16 ($134) Cash Flow from Financing Equity Contribution (Net) 1 $220 $0 $0 $0 $0 $220 Total Cash Flow from Financing $220 $0 $0 $0 $0 $220 Total Δ in Cash $136 ($90) ($37) $88 $377 $473 Ending Cash Balance $264 $174 $137 $226 $602

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Transaction Overview 5

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Detailed Transaction Overview ~$1.7bn Enterprise Value | ~$125mm PIPE as of March 7, 2022 | $50mm SAFE Investment as of October 3, 2022 Source: LanzaTech management Note: AMCI has agreements to sell ~20% of the Founders’ Shares to anchor investors subject to certain conditions. 1 Business Combination Agreement requires minimum net proceeds of $250mm to close 2 Excludes interest earned in the trust. SPAC cash amount subject to change depending on the actual interest earned. Assumes no re demptions from AMCI stockholders. 3 Equity rollover calculated for purposes of the Merger Agreement as pre - money valuation of $1.7bn plus estimated pre - transaction net cash positio n 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. 5 Assumes a Projected Financing and excludes impact of gross proceeds from Brookfield SAFE. 6 Calculated to reflect net cash position of $85mm consistent with equity valuation in the Merger Agreement and gross proceeds from the Brookfield SAFE. 7 Pro forma ownership based on $10.00 per share. Assumes no redemptions from AMCI stockholders. Assumes PIPE size of ~$125mm. Assum es Projected Financing. Excludes impact of Brookfield SAFE conversion into shares, 3.5mm private warrants. and 7.5mm public warr ant s. Transaction Highlights Process Description Cash Sources ◼ AMCI II has ~$150mm cash held in trust ◼ PIPE of ~$125mm as of March 7, 2022 sourced from a diverse investor base 1 ◼ SAFE Investment of $50mm as of October 3, 2022 from Brookfield Valuation ◼ ~$1,734mm EV with strong balance sheet Pro Forma Ownership at $10.00/share 44 Sources Uses SPAC Cash 2 $150 Equity Rollover 3 $1,817 PIPE Investors 4 125 Cash to Balance Sheet 436 Projected Financing 5 125 Illustrative Fees & Exps .. 14 Brookfield SAFE 50 Equity Rollover 3 1,817 Total Sources $2,267 Total Uses $2,267 Pro Forma Capitalization 5 Pre - Money Equity Value $1,817 (+) SPAC Shareholders 150 (+) PIPE Shareholders 4 125 Founders' Shares 38 Projected Financing 5 125 Post - Money Equity Value $2,255 (+) Debt 0 ( - ) Cash 6 (521) Pro Forma Enterprise Value $1,734 Pro Forma Ownership 7 Ownership Breakdown Shares (mm) % $mm Existing LanzaTech Shareholders 181.7 80.6% $1,817 AMCI II Investors 15.0 6.7% 150 PIPE Investors 4 12.5 5.5% 125 Founders' Shares 3.8 1.7% 38 Projected Financing 5 12.5 5.5% 125 Equity Ownership 225.5 100.0% $2,255 Existing LanzaTech Shareholders 7 80.6 % AMCI II Investors 7 6.7% PIPE Investors 7 5. 5 % Founders’ Shares 7 1.7% Projected Financing 7 5.5%

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Identifying the Comparable Universe: LanzaTech is a Global Leader in Sustainable Materials and Fuels Key Criteria for Defining Best Comps Comparable Universe ◼ Recognized adjacent industry leaders ◼ Huge addressable markets ◼ High - growth financial profile ◼ Disruptive technologies ◼ No perfect public comp available ◼ Investors will triangulate across various leading Sustainable Materials Peers, Synthetic Biology Companies, and Disruptive Decarbonization Enabling Companies ◼ Market will focus on predictability of business, long - term growth, margin profile, and defensibility of competitive moat Decarbonization Enablers Synthetic Biology Sustainable Materials / Fuels 45

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Peer Benchmarking Relative EV / Revenue and EV / EBITDA Valuations Source: Public disclosures, Capital IQ, Bloomberg and IBES Estimates; market data as of 08 - Sep - 2022 Note: Assumes Enterprise Value for LanzaTech of $1,734mm. LanzaTech Adjusted EBITDA adds back stock - based compensation and includes LanzaTech’s share of LanzaJet’s Net Income. EBITDA measures may not be directly comparable between companies presented. Synthetic Biology Sustainable Materials / Fuels Decarbonization Enablers 46 9.5x 8.7x 7.6x 6.4x 6.3x 4.6x 3.2x 3.1x 2.8x 2.4x 1.7x GEVO-US PLUG-US DNA CHPT NZYM.B- DK ORGN ITM-GB ACC-NO STEM AMRS NESTE-FI Median Synthetic Biology 6.3x Sustainable Materials / Fuels 4.6x Decarbonization Enablers 3.2x 6.1x 5.7x 4.9x 4.4x 2.5x 2.1x 2.0x 1.7x 1.6x 1.2x 1.2x PLUG-US NZYM.B- DK CHPT DNA GEVO-US ITM-GB STEM NESTE-FI AMRS ORGN ACC-NO 118.0x 56.4x 35.3x 17.6x 15.2x 10.8x ACC-NO PLUG-US STEM NZYM.B- DK AMRS NESTE-FI CHPT DNA GEVO-US ITM-GB ORGN 60.9x 57.0x 28.8x 27.0x 25.6x 16.8x 16.3x 10.6x 9.5x 8.0x 7.9x DNA CHPT ITM-GB PLUG-US ACC-NO STEM NZYM.B- DK NESTE-FI GEVO-US AMRS ORGN Median Synthetic Biology 4.4x Sustainable Materials / Fuels 1.7x Decarbonization Enablers 2.1x Median Synthetic Biology 16.4x Sustainable Materials / Fuels 10.8x Decarbonization Enablers 45.9x Median Synthetic Biology 16.3x Sustainable Materials / Fuels 9.5x Decarbonization Enablers 27.0x EV / 2024E Revenue EV / 2025E Revenue EV / 2025E Adjusted EBITDA EV / 2024E Adjusted EBITDA : 5.0x : 2.4x : 29.9x : 7.5x NM NM NM NM NM

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Fully Distributed Enterprise Value Sensitivities ($ in millions) Source: LanzaTech management, Bloomberg, Capital IQ, and company disclosures; market data as of 08 - Sep - 2022. Note: Midpoint based on LanzaTech peer median. Peer median excludes negatives. Enterprise Value / 2025E EBITDA 47 $1,734 $1,738 $3,313 $5,792 $2,664 $4,240 $6,719 Implied Transaction Value Sustainable Materials / Fuels Synthetic Biology Decarbonization Enablers 7.5x - 11.5x Midpoint Δ 27 % 14.3x - 18.3x Midpoint Δ : 118 % 25.0x - 29.0x Midpoint Δ : 261 %

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Pro Forma Ownership Analysis at Various Trading Prices ($ in millions, except per - share data) Source: LanzaTech management, AMCI II disclosure Note: Assumes no redemptions. Warrant dilution calculated using Treasury Stock Method 1 Assumes PIPE size of ~$125mm. 2 Assumes a Projected Financing. 3 Assumes investor entry price of $10/share. 4 Includes public common shares and public warrants. , 48 Share Price $6.00 $8.00 $10.00 $12.00 $14.00 $16.00 $18.00 $20.00 SPAC Public Shares 15 15 15 15 15 15 15 15 SPAC Public Warrants -- -- -- 0 1 2 3 3 SPAC Founder Shares 4 4 4 4 4 4 4 4 SPAC Founder Warrants -- -- -- 0 1 1 1 1 PIPE Shareholders 1 13 13 13 13 13 13 13 13 Projected Financing 2 13 13 13 13 13 13 13 13 Previous Owners and Management Rollover Equity 182 182 182 182 182 182 182 182 Post-Money Equity Value $1,353 $1,804 $2,255 $2,711 $3,184 $3,657 $4,130 $4,603 Implied Returns ($mm) Illustrative IPO Investor 1-Year Return 3,4 (40%) (20%) -- 23% 53% 83% 113% 143% Illustrative PIPE Investor 1-Year Return 3 (40%) (20%) -- 20% 40% 60% 80% 100% SPAC Founder Gain ($s) $19 $27 $34 $43 $58 $72 $87 $101 Illustrative Founder 1-Year Return 543% 757% 971% 1,236% 1,650% 2,064% 2,479% 2,893% Implied Ownership $6.00 $8.00 $10.00 $12.00 $14.00 $16.00 $18.00 $20.00 SPAC Public Stockholders 6.7% 6.7% 6.7% 6.8% 7.2% 7.5% 7.7% 7.9% SPAC Founder 1.7% 1.7% 1.7% 1.7% 1.9% 2.1% 2.2% 2.3% PIPE Shareholders 1 5.5% 5.5% 5.5% 5.5% 5.5% 5.5% 5.4% 5.4% Projected Financing 2 5.5% 5.5% 5.5% 5.5% 5.5% 5.5% 5.4% 5.4% Legacy LanzaTech Owners & Mgmt. 80.6% 80.6% 80.6% 80.4% 79.9% 79.5% 79.2% 79.0% Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Implied Dilution from Promote & Founder Warrants 1.7% 1.7% 1.7% 1.7% 1.9% 2.1% 2.2% 2.3%

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49 Appendix 6

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Our business, results of operations and financial condition have been, and could continue to be, adversely affected by the C OVI D - 19 pandemic. We have incurred losses and anticipate continuing to incur losses. The success of LanzaTech’s plant operations is significantly dependent upon the strong execution and operation of each project by the respective industr y partner as we rely, and expect to continue to rely, heavily on industry partners to effect our growth strategy and to execute ou r business plan. Our failure to successfully maintain and manage these relationships and enter into new relationships could del ay our anticipated timelines, prevent the successful development and commercialization of products produced using our process te chn ologies, negatively impact our financial results and prevent us from achieving or sustaining profitability. Even if we are successful in entering into strategic partnering arrangements, there are a number of different arrangements th at we can pursue, and there are no assurances that we will select and negotiate the best arrangements for us and our stockholder s. We have entered into and anticipate entering into non - binding letters of intent, side letters, memoranda of understanding, term sheets and other arrangements with potential industry partners and cannot assure you that such arrangements will lead to defi nit ive agreements. If we are unable to complete these arrangements in a timely manner and on terms favorable to us, our business will be adversely affecte d. We continue to face significant risks associated with our international expansion strategy. Construction of our or our partners’ plants may not be completed in the expected timeframe or in a cost - effective manner. Any de lays in the construction of plants could severely impact our business, financial condition, results of operations and prospec ts. Failure to continuously reduce operating and capital costs for our and our partners’ facilities that deploy our process techn olo gies may impact adoption of our process technologies and could severely impact our business, financial condition, results of ope rations and prospects. Maintenance, expansion and refurbishment of our and our partners’ facilities, the construction of new facilities and the deve lop ment and implementation of our new process technologies or new aspects of our existing process technologies involve significa nt risks. Our commercial success may be influenced by the price of fossil feedstocks relative to the price of our waste based feedstock s. Fluctuations in the prices of waste based feedstocks used to manufacture the products produced using our process technologies ma y affect our or our industry partners’ cost structure, gross margin and ability to compete. Declines in the prices of feedstocks our competitors use to produce their products could allow them to reduce the prices of t hei r products, which could cause us or our industry partners to reduce the prices of the products produced using our process tec hno logies. This could make it uneconomical for our partners to produce products using our process technologies. If the availability of the waste based feedstocks used in our process technologies declines or competition for them increases , w e or our business partners may experience delayed or reduced production or be required to raise the prices of the products pr odu ced using our process technologies, either of which could reduce the demand for the products produced using our process technologies and our revenu e. We compete in an industry characterized by rapidly advancing technologies, intense competition and a complex intellectual pro per ty landscape, and our failure to successfully compete with other companies in our industry may have a material adverse effect on our business, financial condition and results of operations and market share. Technological innovation by others could render our technology and the products produced using our process technologies obsol ete or uneconomical. Our financial results could vary significantly from quarter to quarter and are difficult to predict. Our financial projections may differ materially from actual results. We may require substantial additional financing to fund our operations and complete the development and commercialization of the process technologies that produce each of our products or new aspects of our existing process technologies that produce each of our products, and we may not be able to do so on favorable terms. If we are unable to manage our growth and expand our operations successfully, our reputation and brand may be damaged and our bu siness and results of operations may be harmed. If we lose key personnel or are unable to attract, integrate and retain additional key personnel, it could harm our research and development efforts, delay the commercialization of the new process technologies or the new aspects of our existing process t ec hnologies, delay the launch of process technologies in our development pipeline and impair our ability to meet our business objectives. Risk Factors 50 Certain Factors may have a material adverse effect on our business, financial condition and results of operations. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are una war e of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occur, our business, financial c ond ition, results of operations and future prospects could be adversely affected. In that event, you could lose all or part of y our investment. All references in this section to "we," our" or "us" refer both to the business of LanzaTech and its subsidiaries prior to the consummation of the proposed business combi nat ion and to the business of the post - business combination public company and its subsidiaries. The list below has been prepared solely for the purpose of the private placement transaction, and solely for potential privat e p lacement investors, and not for any other purpose. Accordingly, the list below is qualified in its entirety by disclosures co nta ined in future documents filed or furnished by LanzaTech and AMCI Acquisition Corporation II, Inc. ("AMCI") or otherwise with respect to LanzaTech and AMCI, with the SEC, i ncl uding the documents filed or furnished in connection with the proposed transactions between LanzaTech and AMCI. The risks pre sen ted in such filings may differ significantly from and be more extensive that those presented below.

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No assurances can be given that the Projected Financing will occur or with respect to the actual size, timing and form of any su ch financing. Even if we successfully develop process technologies that produce products meeting our industry partners’ specifications, the ad option of such process technologies by our industry partners may be delayed or reduced, or our costs may increase, due to cus tom er qualification, negative life cycle assessment, or capital investment procedures. Failure of LanzaJet to complete its initial facility or failure of third parties to adopt the LanzaJet process in their commercial facilities for the production of sustainable aviation fuel could result in us never owning a majo ri ty stake in LanzaJet and may severely impact our business, financial condition, results of operations and prospects. LanzaJet has an exclusive license to some of our intellectual property related to sustainable aviation fuel. Our and our industry partners’ failure to accurately forecast demand for any product produced using our process technologies cou ld result in an unexpected shortfall or surplus that could negatively affect our results of operations. Our success is highly dependent on our ability to maintain and efficiently utilize our technology platform, and to effectivel y i dentify potential products for which to develop and commercialize new process technologies, and problems related to our techn olo gy platform could harm our business and result in wasted research and development efforts. We may not be successful in identifying new market opportunities and needs and developing our technology platform, or process te chnologies to produce products to meet those needs, which would limit our prospects and lead to greater dependency on the suc ces s of a smaller number of target products. Our failure or the failure of our industry partners to realize expected economies of scale could limit our or our partners’ a bil ity to sell products produced using our process technologies at competitive prices, negatively impact our ability to enter in to other strategic arrangements and the potential for other industry partners to adopt our process technologies, and materially and adversely affect our business and pr ospects. Our microbial protein products business, which allows for the extraction of spent microbes that contain protein and other val uab le nutrients which can then be used in numerous applications, may not develop as currently expected. Natural or man - made disasters, social, economic and political instability, and other similar events may significantly disrupt ou r and our industry partners’ businesses, and negatively impact our results of operations and financial condition. Governmental programs designed to incentivize the production and consumption of low - carbon fuels and carbon capture and utilizat ion, may be implemented in a way that does not include products produced using our novel technology platform and process tech nol ogies or could be repealed, curtailed or otherwise changed, which would have a material adverse effect on our business, results of operations a nd financial condition. Any decline in the value of carbon credits or other incentives associated with products produced using our process technologi es could harm our results of operations, cash flow and financial condition. We expect to rely on a limited number of industry partners for a significant portion of our near - term revenue. We and our industry partners are subject to extensive international, national and subnational laws and regulations, and any c han ges in relevant laws or regulations, or failure to comply with these laws and regulations could have a material adverse effec t o n our business and could substantially hinder our and our partners’ ability to manufacture and commercialize products produced using our process techn olo gies. Our success may be dependent on popular, government and corporate sentiment regarding the production of carbon - based fuels and c hemicals and the development and deployment of carbon capture and utilization technology. We and our industry partners use hazardous materials and must comply with applicable environmental, health and safety laws an d r egulations. Any claims relating to improper handling, storage or disposal of these materials or noncompliance with applicable la ws and regulations could be time consuming and costly and could adversely affect our business and results of operations. We may be subject to product liability claims, which could result in material expense, diversion of management time and atten tio n and damage to our business, reputation and brand. Ethical, legal and social concerns about genetically engineered products and process technologies that use genetically engine ere d supplies could limit or prevent the use of products produced using our process technologies and could limit our revenues. Our genetically engineered microbes may be subject to regulatory scrutiny and may face future development and regulatory diff icu lties. Additionally, failure to obtain import permits for all relevant microbes in jurisdictions with our industry partners c oul d adversely affect our business and results of operations. 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Our government grants are subject to uncertainty, which could harm our business and results of operations. The requirements of being a public company may strain our resources and divert management’s attention, and the increases in l ega l, accounting and compliance expenses that will result from being a public company may be greater than we anticipate. Our management has limited experience in operating a public company. We have identified material weaknesses in our internal control over financial reporting. These material weaknesses could cont inu e to adversely affect the combined company's ability to report its results of operations and financial condition accurately a nd in a timely manner. If we experience a significant disruption in our information technology systems, including security breaches, or if we fail t o i mplement new systems and software successfully, our business operations and financial condition could be adversely affected. International sales by us and our industry partners expose us and our industry partners to the risk of fluctuation in currenc y e xchange rates and rates of foreign inflation, which could adversely affect our results of operations. Changes in interest rates and capital availability may impact investment and financing decisions by our industry partners, wh ich could adversely affect our results of operations. Any failure by us to manage acquisitions and other significant transactions successfully may have a material adverse effect o n o ur results of operations, financial condition, and cash flows. We believe our company culture has contributed to our success, and if we cannot maintain this culture as we grow and, in part icu lar, become a public company, our business could be harmed. Causes of supply chain challenges, including COVID - 19, could result in delays or increased costs for us and our partners deployi ng our technologies. We and our industry partners have a limited operating history utilizing our technology and different feedstocks, which may ma ke it difficult to evaluate our future viability and predict our future performance. We have not yet generated material revenues from marketing of CarbonSmart products and sale of equipment and our revenue forecast must be considered in light of the uncertainty and risks frequently e nc ountered by companies in their early stage of development. Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited. Changes in U.S. and foreign tax laws could have a material adverse effect on our business, cash flow, results of operations o r f inancial conditions. Political and economic uncertainty, including changes in policies of the Chinese government or in relations between China and th e United States, may impact our revenue and materially and adversely affect our business, financial condition, and results of op erations. Our operations in China are limited to our joint venture and the license of our process technology to our partners in China. Our ability or the ability of our partners to operate in China may be impaired by changes in Chinese laws and regulations, includ in g those relating to taxation, environmental regulation, restrictions on foreign investment, and other matters. Changes in China’s economic, political, or social conditions or legal system or government policies could have a material adv ers e effect on our business and operations. We may be subject to risks that the Chinese government may intervene or influence our operations at any time. Products produced by our process technologies compete with or are intended to displace comparable products produced using fos sil resources. The market prices for these alternatively produced products and commodities are subject to volatility and there i s a limited referenceable market for the more sustainable, waste based products that our process technologies enable. Process performance at LanzaTech’s plants is dependent on the quality and quantity of the feedstock supplied from the host facility The deployment of the technology for alternative waste gas feedstocks can lead to unforeseen issues due to the change in the ups tream industrial process. Our patent rights may not provide commercially meaningful protection against competition, and we may be unable to detect infr ing ement of our patents. Differences and uncertainties with respect to legal systems outside the United States could adversely affect the legal protec tio n available to us. Risk Factors (Cont.) 52

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We may not be able to operate our business without infringing the proprietary rights of third parties. Trade secrets can be difficult to protect and enforce, and our inability to do so could adversely affect our competitive posi tio n. If trade secrets are stolen, misappropriated or reverse engineered, others could use these designs to produce competing produ cts .. If we are unable to prevent third parties from adopting, registering or using trademarks or otherwise violating our trademark ri ghts, our business could be materially adversely affected. We may not retain exclusive rights to intellectual property created as a result of our strategic partnering arrangements whic h c ould limit our prospects and result in costly and time - consuming disputes. Some of our intellectual property may be subject to federal regulation such as “march - in” rights, reporting requirements and a p reference for U.S. industry, and any such regulations could negatively impact our business and prospects. We depend on certain technologies that are licensed to us. We do not control these technologies and any loss of our rights to th em could prevent us from developing or selling our process technologies. Any strategic partnering arrangement that involves the licensing of any of our intellectual property may increase our risks, har m our competitive position and increase our costs. We may be involved in lawsuits to protect or enforce our patents or the patents of our licensors, or lawsuits asserted by a t hir d party, which could be expensive, time consuming and unsuccessful. Risk Factors (Cont.) 53