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United States securities and exchange commission logo
February 27, 2023
Jennifer Holmgren
Chief Executive Officer
LanzaTech Global, Inc.
8045 Lamon Avenue, Suite 400
Skokie, Illinois 60077
Re: LanzaTech Global,
Inc.
Registration
Statement on Form S-1
Filed February 13,
2023
File No. 333-269735
Dear Jennifer Holmgren:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form S-1, Filed February 13, 2023
Prospectus Summary, page 1
1. For each of the shares
being registered for resale, disclose the price that the selling
securityholders paid
for such shares and securities overlying such shares.
2. 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.
3. Revise your prospectus
to disclose the price that each selling securityholder paid for the
securities being
registered for resale. Highlight any differences in the current trading
Jennifer Holmgren
FirstName
LanzaTechLastNameJennifer Holmgren
Global, Inc.
Comapany27,
February NameLanzaTech
2023 Global, Inc.
February
Page 2 27, 2023 Page 2
FirstName LastName
price, the prices that the Sponsor, private placement investors, PIPE
investors and other
selling securityholders acquired their shares and warrants, and the
price that the public
securityholders acquired their shares and warrants. Please also
disclose the potential profit
the selling securityholders will earn based on the current trading
price. We note you
disclose that certain selling securityholders may receive up to
approximately $14.8 million
in the aggregate from sales of their shares, please revise to also
address all other selling
securityholders as well. Lastly, please include appropriate risk
factor disclosure.
Risk Factors, page 7
4. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
common stock. To illustrate this risk, disclose the purchase price of
the securities being
registered for resale and the percentage that these shares currently
represent of the total
number of shares outstanding.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 66
5. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the common
stock, expand your discussion of capital resources to address any
changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
6. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock.
7. We note that your forward purchase agreement provides an investor with
the right to sell
back shares to the company at a fixed price three years after the
closing date of the
business combination. Please revise to discuss the risks that this
agreement may pose to
other holders if you are required to buy back the shares of your
common stock as
described therein, in which case the investor would keep the
prepayment amount. We also
note that the investor is entitled to certain consideration at the end
of the three-year term.
Discuss how such forced purchases and this other required
consideration would impact the
cash you have available for other purposes and to execute your
business strategy.
General
8. Please conform the disclosures in your Form S-1, related to your
operations in China, with
the disclosures in your amended Form S-4 (File No. 333-264811), taking
into
consideration our comment 6 in our letter dated November 27, 2022.
Jennifer Holmgren
LanzaTech Global, Inc.
February 27, 2023
Page 3
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Margaret Schwartz at 202-551-7153 or Celeste Murphy at
202-551-3257
with any other questions.
Sincerely,
FirstName LastNameJennifer Holmgren Division of
Corporation Finance
Office of Industrial
Applications and
Comapany NameLanzaTech Global, Inc.
Services
February 27, 2023 Page 3
cc: Kerry Burke, Esq.
FirstName LastName