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United States securities and exchange commission logo
April 11, 2023
Jennifer Holmgren
Chief Executive Officer
LanzaTech Global, Inc.
8045 Lamon Avenue, Suite 400
Skokie, Illinois 60077
Re: LanzaTech Global,
Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed March 29,
2023
File No. 333-269735
Dear Jennifer Holmgren:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
February 27, 2023 letter.
Amendment No. 1 to Form S-1 filed March 29, 2023
Prospectus Summary, page 1
1. We note your revisions
in response to our prior comment 2 and reissue. Please disclose
that cash proceeds
associated with the exercises of the warrants are dependent on the stock
price in the prospectus
summary, risk factors, MD&A and use of proceeds section. As
applicable, describe
the impact on your liquidity and update the discussion on the ability
of your company to fund
your operations on a prospective basis with your current cash on
hand.
2. We note your revisions
in response to our prior comment 3 and reissue in part. Please
disclose the potential
profit the selling securityholders will earn based on the current
trading price in the
Offering Summary, both in the aggregate and on a per share basis.
Jennifer Holmgren
LanzaTech Global, Inc.
April 11, 2023
Page 2
3. We note your statement in Footnote 1 of page 9 that you "should not be
relied upon for
any purpose outside of its illustrative nature." Please remove or revise
this statement as
you may not disclaim responsibility for the information presented in your
registration
statement.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 67
4. We note your response to our prior comment 5 and reissue in part. We note
your statement
that "The Company does not expect to seek additional capital." However,
your risk factor
contemplates that you "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 . . ." Please discuss the effect of this
offering on the
company s ability to raise additional capital.
You may contact Jordan Nimitz at 202-551-5831 or Jane Park at
202-551-7439 with any
questions.
Sincerely,
FirstName LastNameJennifer Holmgren Division of
Corporation Finance
Office of
Industrial Applications and
Comapany NameLanzaTech Global, Inc.
Services
April 11, 2023 Page 2
cc: Kerry Burke, Esq.
FirstName LastName