SEC Filing - LanzaTech

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amci-20230306

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): March 6, 2023

LanzaTech Global, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40282

92-2018969

(State or other jurisdiction
of incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)


8045 Lamon Avenue, Suite 400 Skokie, Illinois						60077
(Address of principal executive offices)						(Zip Code)

(847) 324-2400

(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communication 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-commencements 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 Symbols

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

LNZA

The Nasdaq Stock Market LLC

Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50

LNZAW

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).


☐			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.

On March 6-7, 2023, Jennifer Holmgren, Chief Executive Officer of LanzaTech Global, Inc. (the “Company”) will be speaking at CERAWeek in Houston, Texas. CERAWeek by S&P Global is the world's premier energy conference and features prominent speakers from energy, policy, technology, and financial industries. On March 6, Ms. Holmgren will present to guests attending the Innovation Agora Pod Program (the “Innovation Agora Program”). She will have 15 minutes to present her slides in a talk titled Carbon Recycling for a New Carbon Economy, followed by approx. 8 minutes of Q&A. On March 7, Ms. Holmgren will present during a 30-minute presentation to guests attending the Oxy/OLCV/1PointFive Agora House (the “Oxy Presentation”). A copy of Ms. Holmgren’s Oxy Presentation, which incorporates the slides presented at the Innovation Agora Program, is furnished as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, is being furnished 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 be subject to liabilities under that section, and shall not be deemed to be incorporated by reference into any filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description
99.1						Oxy Presentation, on March 6-7, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

Dated: March 6, 2023


LANZATECH GLOBAL, INC.

By:						/s/ Joseph Blasko
Name:						Joseph Blasko
Title:						General Counsel and Corporate Secretary

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2 Disclaimers Certain statements in this presentation (the "Presentation") may be considered forward-looking statements. Forward-looking statements generally relate to future events or LanzaTech Global, Inc.'s (the "Company") future financial or operating performance. For example, statements concerning the following include forward-looking statements: the potential success, cost and timing of the Company’s technology platform development activities; the potential attributes and benefits of the Company’s technology platform; the Company’s ability to compete with other companies currently marketing or engaged in the development of similar technologies; the size and growth potential of the markets for the Company’s technology and the Company’s ability to serve those markets; the rate and degree of market acceptance of the Company’s technology; and the Company’s ability to expand its business. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them, or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward- looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, as the case may be, are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors associated with companies, such as the Company, that are engaged in developing proprietary carbon capture technology; changes to environmental laws and regulations; changes to ethanol regulation; and overall business and economic conditions affecting the global carbon capture, utilization and storage industry. Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Except as required by law, the Company undertakes no duty to update these forward-looking statements.

Captures and Transforms carbon

From waste . . .

. . . to products

LanzaTech’s Transformation Process CLEAN UPCOMPRESSION SEPARATION STORAGE FERMENTATION INDUSTRIAL OFF-GAS ELECTROLYSIS & DIRECT AIR CAPTURE FUELS MATERIALS PROTEIN AGRICULTURAL & MUNICIPAL WASTE GASIFICATION THE LANZATECH PROCESS 6

7 China 46k MTA Steel Mill Emissions Commercial Operation since 2018 7

8 8 China 46k MTA Ferroalloy Emissions Commercial Operation since 2021

9 9 China 60k MTA Ferroalloy Emissions Commercial Operation since 2022

1st Refinery Gas to Ethanol Project in the World 1st Project in India 1st Project to use CO2 as a Feedstock

In Commissioning 1st Ethanol Produced

12 China 60k MTA Ferroalloy Emissions Commercial Operation Expected Q2 2023

CarbonSmart™ First European Plant, Gent, Belgium Belgium 64k MTA Steel Mill Emissions Commercial Operation Expected 2H 2023

Biology Can Do Things No Other Human-made Technology Or Chemistry Can Do Operates Across Multiple Scales… Self Replicates & Evolves Complex Function… 14

Fermentation Transforms Chaotic Inputs into Selective Outputs Input: Steel Mill Gas2Input: Municipal Solid Waste1 1Köpke & Simpson (2020) Curr Opin Biotechnol 65: 180-189; 2Fackler, […] Köpke (2021) Ann Rev Chem Biomol Eng 12: 439-470 15

16 Japan 15 TPA Syngas from MSW Pilot Operations since 2013

17 Japan 500 TPA Syngas from MSW Pre-Commercial Operations since 2022

Canada 300 TPA Syngas from Biomass Pre-Commercial Operations since 2022

6 CO + 3 H2O à C2H5OH + 4 CO2 3 H2 + 3 CO à C2H5OH + CO2 4 H2 + 2 CO à C2H5OH + H2O 5 H2 + 1 CO + 1 CO2 à C2H5OH + 2 H2O H2:CO Ratio 0:1 1:1 2:1 5:1 Operating at Scale 33.3% 66.7% 100% 100% CO CO + H2 + CO2 CO + H2 CO + H2 6 H2 + 2 CO2 à C2H5OH + 3 H2O 1:0 100%H2 + CO2 Feedstock Flexibility Steel and Ferroalloy Gas MSW Refinery Gas Biomass CO2 +H2 Carbon Efficiency

20 CO2 to Ethanol Project with IndianOil 50% Carbon in ethanol directly from CO2 33.5 KMTA Ethanol

Electrification of heating inputs BOF replaced by Electric Arc Furnaces (EAF) Hydrogen steelmaking process Ethanol Produced CO rich process gases produced Direct Reduced Iron (DRI) gases available Other process gases still produced CO2 + H2 process to capture purified CO2 streams EAF emissions can be utilized/captured Steel Transition To: A Technology Today, Ready for the Future

Global Plant Deployment: Projects in Operation, Construction, and Engineering Steel and Ferroalloy Gas MSW Refinery Gas Biomass Biogas CO2 +H2 SAF Facility 22

Ethanol EthyleneC4-C24 OlefinsParaffins Isoparaffins Ethanol: A Starting Point for Multiple Products Building Block of the Future 23

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 24 2 3 4

25 LanzaJet Turns Carbon Waste to Sustainable Aviation Fuels Water Ethylene Ethanol Jet Diesel Leveraging & Transitioning Existing Ethanol Supply Drop-In Ready – ASTM Approved Industrial Off-Gas MSW Refinery GasBiomass BiogasCO2 +H2

USA 10M GPA Alcohol to Jet Pre-Commercial Operations Expected 2H 2023

Ethanol EthyleneC4-C24 OlefinsParaffins Isoparaffins Polyethylene MEG PET EVA … and more! Ethanol: A Starting Point for Multiple Pathways Building Block of the Future

PET ResinPET Fibers Polyethylene EVA Foams Glycols & Surfactants Purified Ethanol Sustainable Aviation Fuel Creating the Materials in our Daily Lives 28

CarbonSmartTM PET Fibres for Textiles 30% carbon savings Commercially Available 2021-2022 Commercially Available September 2023

CarbonSmartTM EVA Prototype Running Shoe

Complements Existing Recycling Infrastructure

LanzaTech Offers Carbon Negative Products Today With Inevitable Improvement Over Time 2.1 -0.2 -0.8 kg C O 2 e/ kg p ro du ct 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 2e /M J 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 32

CarbonSmartTM Pathways to MEG for PET Production Ethylene MEGEthylene Oxide PET Paraxylene PTA Ethanol 33 30% carbon savings

We harness biology CONFIDENTIAL 34

LanzaTech’s Fully Integrated, Multi-Scale Modelling Platform 35

CO2 CO Ethanol Isopropanol Acetone Enabling Carbon-Negative Chemical Production from Industrial Gases Source: Liew, et al (2022) Nature Biotechnology 40: 335–344 Reprogrammed LanzaTech Biocatalyst Cell image credit: Justin Muir. Direct Production of Over 100 Chemicals Demonstrated 37

CarbonSmartTM Pathways to MEG for PET Production Ethylene MEGEthylene Oxide PET Paraxylene PTA Ethanol 38 30% carbon savings

PET in the Circular Economy 39

Ethanol Ethylene Case Study: Ethylene via Ethanol Pathway • Ethylene is a key building block for PE, MEG, EVA, and surfactants • LanzaTech’s CarbonSmart products are made via dehydration of ethanol to ethylene • Direct production reduces process cost and energy • Global ethylene market1: • 200 MTA in 2021 • $170B market by 2030 1https://www.marketresearchfuture.com/reports/ethylene-market-931; https://www.statista.com/statistics/1067372/global-ethylene-production-capacity/ 40

Continuous ethylene production from CO2

42 What Do You Want To Make Today? Images generated with Biorender.com “Hardware” “Software” Existing Commercial Plants Microbe 2.0 Isopropanol Microbe 3.0 Acetone etc ü Same processü Same feedstockü Same reactor DISRUPTION = 1) Rapid Reaction to Market Fluctuations 2) Feedstock ≠ Commodity New Strains To Expand Product Portfolio & Efficiency Microbe 1.0 Ethanol Microbe 4.0 MEG

Providing Solutions To Industry Leaders Across Sectors Tailored Microbes for Specific Applications Images generated with Biorender.com. Fabrics Chemicals ü Same reactor ü Same feedstock ü Same process Materials Packaging Fragrances 43

Electrofuels carbon-based fuels produced from carbon dioxide (CO2) and water, with electricity as the primary source of energy Power-to-gas Power-to-liquids Power-to-X E-fuels Synthetic fuels

If produced from renewable electricity and direct air capture, electrofuels can be carbon neutral

Since CO2 has no heat energy, it functions only as a carbon carrier and requires energy from clean sources 1. Add energy (electrolysis) •H2O to H2 •CO2 to CO 2. Conversion Process • Fischer-Tropsch • Methanol intermediate • Gas Fermentation • etc… 2. Convert gases (LanzaTech process) • Commercial • Low temperature • Highly energy efficient • Highly carbon efficient 3. Adjust the carbon structure (LanzaJet Alcohol to Jet) • 10 M gal plant being built • High Energy return on investment • High carbon efficiency 1. Add energy (electrolysis) •H2O to H2 •CO2 to CO

Two Pathways: CO2 to Products Direct Air Capture Or Point Sourced CO2 LanzaTech Process Concentrated CO2 Concentrated CO Products Electrolysis Green H2Concentrated CO2

“We should not make our vision just different layers of climate tragedy.” Tom Chi 50

New technologies shape our belief of what's possible and drive rapid transformation 51

Scaling Up Numbering Up 53

E as e of fu n d in g Evolution Applied R&D Engineering Development Pilot and Demonstration Discovery Diffusion Adapt and adopt from others Continuous improvement at scale First Commercial Sustainable Enterprise 54 Crossing the Valley of Death

PROJECT IDENTIFICATION PROJECT DEVELOPMENT Engineering, costing, feedstock and offtake agreements… FINAL INVESTMENT DECISION ENGAGE MULTIPLE FINANCIAL BACKERS 3RD PARTY EVALUATION COMMERCIAL DEPLOYMENT Month 1 Month 4 Month 12 Month 18

ESTABLISHED DUE DILIGENCE ON TECHNOLOGY COMPLETE MULTIPLE PROJECT REVIEWS IN PARALLEL COMMERCIAL DEPLOYMENT Brookfield Active Partnership Contributors On Path to Final Investment Decision Pipeline creation enables multiple deployments at scale quickly Month 1 PROJECT IDENTIFICATION FINAL INVESTMENT DECISION Month 12 PROJECT SPECIFIC DILIGENCE

Image courtesy of Pawel Sisiak/AI Revolution. How long Until Computers Have the Same Power as a Human Brain? Moore’s Law: Computer processing power doubles every 18months.

“You never change things by fighting the existing reality. To change something, build a new model that makes the existing model obsolete.” Buckminster Fuller 59