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United States securities and exchange commission logo
March 27, 2024
Jennifer Holmgren
Chief Executive Officer
LanzaTech Global, Inc.
8045 Lamon Avenue, Suite 400
Skokie, IL 60077
Re: LanzaTech Global,
Inc.
Post-Effective
Amendment No. 2 to Registration Statement on Form S-1
Filed March 14,
2024
File No. 333-269735
Dear Jennifer Holmgren:
We have reviewed your
post-effective amendment and have the following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Post Effective Amendment on Form S-1, filed March 14, 2024
About This Prospectus, page ii
1. We note that references
to "PRC" or "China" in your prospectus exclude Hong Kong and
Macau. Please revise to
clarify that the legal and operational risks associated with
operating in China also
apply to operations in Hong Kong and Macau. Please also discuss
the laws and
regulations in Hong Kong, as applicable to your business, as well as the
related risks and
consequences. The requested disclosure may appear in
the definition itself
or in another appropriate discussion of legal and operational risks
applicable to the
company.
General
2. We note that since the
filing of the Post-Effective Amendment No. 1, filed on December
18, 2023, certain
disclosure appearing in the Risk Factor section relating to legal and
operational risks
associated with operating in China and to PRC regulations has been
removed. It is unclear
to us that there have been changes in the regulatory environment in
Jennifer Holmgren
LanzaTech Global, Inc.
March 27, 2024
Page 2
the PRC since the Post-Effective Amendment No. 1 filed on December 18,
2023, warranting revised disclosure to mitigate the challenges you
face and related
disclosures. The Sample Letters to China-Based Companies sought
specific disclosure
relating to the risk that the PRC government may intervene in or
influence your operations
at any time, or may exert control over operations of your business,
which could result in a
material change in your operations and/or the value of the securities
you are registering
for sale. We remind you that, pursuant to federal securities rules,
the term control
(including the terms controlling, controlled by, and
under common control with ) as
defined in Securities Act Rule 405 means the possession, direct or
indirect, of the power
to direct or cause the direction of the management and policies of a
person, whether
through the ownership of voting securities, by contract, or otherwise.
We do not believe
that your revised disclosure conveys the same risk. Please restore
your disclosures in these
areas to the disclosures as they existed in prior filings. As
examples, and without
limitation, we note that your revised disclosure in your
Post-Effective Amendment No.
2 does not address the following points from these previous
amendments:
Your disclosure on page 34 regarding your potential inability
to protect existing or
potential future joint ventures by nominating a non-Chinese
director to the board of
any such joint venture;
Your disclosure on page 34 stating that regulations applicable
to LanzaTech China
Limited, a WFOE, may change as a result of the central Chinese
government or local
governments imposing new, stricter regulations, or
interpretations of existing
regulations;
Your disclosure on page 35 providing further detail regarding
the applicability of
Chinese regulations and approvals necessary to comply with the
DSL;
Your disclosure on page 36 stating "The Chinese government also
exercises
significant control over China s economic growth through
allocating resources,
controlling payment of foreign currency-denominated obligations
[...].";
Your disclosure on page 36 suggesting that PRC policies and
internal rules "may
have a retroactive effect"; and
FirstName LastNameJennifer Holmgren
Comapany NameLanzaTech
Your disclosure onGlobal,
page 36Inc.
limiting the risk of Chinese government
interference and
influence
March 27, 2024 Pageat2 any time to certain locations.
FirstName LastName
Jennifer Holmgren
FirstName
LanzaTechLastNameJennifer Holmgren
Global, Inc.
Comapany
March NameLanzaTech Global, Inc.
27, 2024
March3 27, 2024 Page 3
Page
FirstName LastName
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.
Please contact Benjamin Richie at 202-551-7857 or Jessica Ansart at
202-551-4511 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of Industrial
Applications and
Services
cc: Kerry Burke