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Item 8. Financial Statements and Supplementary Data

2023-03-29 compared with 2022-03-25 · 302 added, 230 removed, 318 unchanged (63% of the section changed)

Financial Statements and Supplementary Data.

AMCI ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL INFORMATION

LANZATECH GLOBAL, INC.

(FORMERLY KNOWN AS AMCI ACQUISITION CORP.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID # 688 )

Financial Statements:

Balance Sheet as of December 31, 2021

Statement of Operations for the period from January 28, 2021 (inception) through December 31, 2021

Statement of Changes in Stockholders’ Deficit for the period from January 28, 2021 (inception) through December 31, 2021

Statement of Cash Flows for the period from January 28, 2021 (inception) through December 31, 2021

Notes to Financial Statements

Consolidated Financial Statements:

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the year ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021

Consolidated Statements of Changes in Stockholders’ Deficit for the year ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021

Consolidated Statements of Cash Flows for the year ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

AMCI Acquisition Corp.

LanzaTech Global, Inc.

(formerly known as AMCI Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of AMCI Acquisition Corp.

II (the “Company”) as of December 31, 2021, the related statements of operations, changes in stockholders’ deficit and cash flows for the period from January 28, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from January 28, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1 to the financial statements, the Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital as of December 31, 2021 are not sufficient to complete its planned activities for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.

These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans with regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have audited the accompanying consolidated balance sheets of LanzaTech Global, Inc.

(formerly known as AMCI Acquisition Corp.

II) (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations , changes in stockholders’ deficit and cash flows for the year ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

As part of our audits , we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

1 unchanged sentence

March 28, 2023

AMCI ACQUISITION CORP.

BALANCE SHEET

December 31, 2021

LANZATECH GLOBAL, INC.

(FORMERLY KNOWN AS AMCI ACQUISITION CORP.

CONSOLIDATED BALANCE SHEETS

Current assets:

Cash $ 6,671 $ 343,399

Prepaid expenses – current 190,645 337,534

Total current assets

197,316 680,933

Prepaid expenses – long-term — 184,812

Investments held in trust account 152,296,551 150,006,015

$ 152,493,867 $ 150,871,760

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:

3 unchanged sentences

Due to related party 1,374,000 49,723

Capital based tax payable

Capital base tax payable 394,311 198,129

Franchise tax payable 43,552 188,237

Income tax payable 309,320

Total current liabilities

6,873,239 751,356

Deferred underwriting commissions 200,000 5,250,000

1 unchanged sentence

Total liabilities

Commitments and Contingencies (Note 5)

9,713,609 11,611,356

Commitments and Contingencies (see Note 5)

Class A common stock subject to possible redemption, $0.0001 par value;

15,000,000 shares issued and outstanding at $ 10.00 per share at redemption

15,000,000 shares issued and outstanding at approximately $10.07 and $10.00 per share at redemption as of December 31, 2022 and 2021, respectively 151,113,633 150,000,000

Stockholders’ Deficit:

Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding as of December 31, 2022 and 2021 — —

Class A common stock, $0.0001 par value;

280,000,000 shares authorized;

no non-redeemable shares issued or outstanding

no non-redeemable shares issued or outstanding as of December 31, 2022 and 2021 — —

Class B common stock, $0.0001 par value;

20,000,000 shares authorized;

3,750,000 shares issued and outstanding

3,750,000 shares issued and outstanding as of December 31, 2022 and 2021 375 375

Additional paid-in capital — —

Accumulated deficit ( 8,333,750 ) ( 10,739,971 )

( 10,739,971 )

Total stockholders’ deficit

1 unchanged sentence

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit

The accompanying notes are an integral part of these financial statements.

AMCI ACQUISITION CORP.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JANUARY 28, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

$ 152,493,867 $ 150,871,760

The accompanying notes are an integral part of these consolidated financial statements.

LANZATECH GLOBAL, INC.

(FORMERLY KNOWN AS AMCI ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2022 For the Period from January 28, 2021 (inception) through December 31, 2021

General and administrative expenses $ 5,923,760 $ 951,461

General and administrative expenses – related party 120,000 50,000

Capital based tax expense

Capital base tax expense 246,182 198,129

Franchise tax expense 200,050 188,237

Loss from operations ( 6,489,992 ) ( 1,387,827 )

( 1,387,827 )

Other income (expenses):

Change in fair value of derivative warrant liabilities 2,969,630 1,905,000

Gain from extinguishment of deferred underwriting commissions on public shares 171,700

Offering costs allocated to derivative warrant liabilities — ( 476,450 )

Income from investments held in trust account 2,299,536 6,015

Income (loss) before income tax expense

( 1,049,126 )

Income tax expense 309,320

Net income(loss)

$ ( 1,358,446 ) $ 46,738

Weighted average shares outstanding of Class A common stock, basic and diluted

Basic and diluted net income per share, Class A common stock

15,000,000 4,690,909

Basic and diluted net income (loss) per share, Class A common stock

$ ( 0.07 ) $ 0.01

Weighted average shares outstanding of Class B common stock, basic and diluted

Basic and diluted net income per share, Class B common stock

The accompanying notes are an integral part of these financial statements.

AMCI ACQUISITION CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM JANUARY 28, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

Additional Paid-In

Stockholders'

3,750,000 3,750,000

Basic and diluted net income (loss) per share, Class B common stock

$ ( 0.07 ) $ 0.01

The accompanying notes are an integral part of these consolidated financial statements.

LANZATECH GLOBAL, INC.

(FORMERLY KNOWN AS AMCI ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2022 AND FOR THE PERIOD FROM JANUARY 28, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

Common Stock Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Deficit

Class A Class B

Shares Amount Shares Amount

Balance – January 28, 2021 (inception)

— $ — — $ — $ — $ — $ —

Issuance of Class B common stock to Sponsor — — 4,312,500 431 24,569 — 25,000

3 unchanged sentences

Accretion of Class A common stock subject to possible redemption amount — — — — ( 7,619,383 ) ( 10,786,709 ) ( 18,406,092 )

( 7,619,383 )

( 10,786,709 )

( 18,406,092 )

Net income — — — — — 46,738 46,738

Balance – December 31, 2021

— $ — 3,750,000 $ 375 $ — $ ( 10,739,971 ) $ ( 10,739,596 )

Extinguishment of deferred underwriting commissions on public shares — — 0 — 4,878,300 — 4,878,300

Reclass from additional paid-in capital to accumulated deficit — — — — ( 4,878,300 ) 4,878,300 —

Subsequent remeasurement of Class A common stock subject to possible redemption — — — — — ( 1,113,633 ) ( 1,113,633 )

Net loss — — — — — ( 1,358,446 ) ( 1,358,446 )

Balance - December 31, 2022

— $ — 3,750,000 $ 375 $ — $ ( 8,333,750 ) $ ( 8,333,375 )

The accompanying notes are an integral part of these financial statements.

AMCI ACQUISITION CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JANUARY 28, 2021 (INCEPTION) THROUGH December 31, 2021

The accompanying notes are an integral part of these consolidated financial statements.

LANZATECH GLOBAL, INC.

(FORMERLY KNOWN AS AMCI ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Year Ended December 31, 2022 For the Period from January 28, 2021 (inception) through December 31, 2021

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

Net income (loss) $ ( 1,358,446 ) $ 46,738

Adjustments to reconcile net income (loss) to net cash used in operating activities:

General and administrative expenses paid by Sponsor in exchange for issuance of Class B common stock — 1,000

Change in fair value of derivative warrant liabilities ( 2,969,630 ) ( 1,905,000 )

( 1,905,000 )

Gain from extinguishment of deferred underwriting commissions on public shares ( 171,700 )

Offering costs allocated to derivative warrant liabilities — 476,450

5 unchanged sentences

Accrued expenses 2,027,326 199,733

Capital based tax payable

Capital base tax payable 196,182 198,129

Franchise tax payable ( 144,685 ) 188,237

Income tax payable 309,320

Net cash used in operating activities

( 345,728 ) ( 510,017 )

Cash Flows from Investing Activities

Cash deposited in trust account — ( 150,000,000 )

( 150,000,000 )

Net cash used in investing activities

Investment income released from trust account for payment of taxes 9,000

Net cash provided by (used in) investing activities

9,000 ( 150,000,000 )

4 unchanged sentences

Net cash provided by financing activities

— 150,853,416

Net change in cash

( 336,728 ) 343,399

Cash – beginning of the period

Cash – end of the period

$ 6,671 $ 343,399

Supplemental disclosure of noncash activities:

6 unchanged sentences

Value of Class B common stock transferred to Anchor Investors at initial public offering $ — $ 6,509,758

The accompanying notes are an integral part of these financial statements.

AMCI ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

Extinguishment of deferred underwriting commissions on public shares $ 4,878,300 $ —

The accompanying notes are an integral part of these consolidated financial statements.

LANZATECH GLOBAL, INC.

(FORMERLY KNOWN AS AMCI ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Description of Organization and Business Operations

AMCI Acquisition Corp.

II (the “Company”) is a blank check company incorporated as a Delaware corporation on January 28, 2021.

LanzaTech Global, Inc., formerly known as AMCI Acquisition Corp.

II prior to February 8, 2023 (the “Closing Date”) (the “Company”), was a blank check company incorporated as a Delaware corporation on January 28, 2021.

The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “business combination”).

Business Combination

On the Closing Date, the Company consummated the previously announced business combination pursuant to the terms of the Agreement and Plan of Merger (the “Closing”), dated as of March 8, 2022 (as amended on December 7, 2022, the “Merger Agreement”), by and among AMCI, AMCI Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and LanzaTech NZ, Inc., a Delaware corporation (“Legacy LanzaTech”).

Pursuant to the Merger Agreement, on the Closing Date, (i) AMCI changed its name to “LanzaTech Global, Inc.” (“New LanzaTech”), and (ii) Merger Sub merged with and into Legacy LanzaTech, with Legacy LanzaTech as the surviving company in the Business Combination.

After giving effect to such Business Combination, Legacy LanzaTech became a wholly owned subsidiary of New LanzaTech.

Pursuant to the Merger Agreement, at the effective time of the Business Combination (the “Effective Time”), (i) each outstanding share of common stock of Legacy LanzaTech (the “Legacy LanzaTech common stock”) was converted into the right to receive 4.374677 shares of common stock, par value $ 0.0001 per share, of New LanzaTech (the “Common Stock”);

(ii) each warrant to purchase Legacy LanzaTech common stock that was outstanding and unexercised immediately prior to the Effective Time and would automatically be exercised or exchanged in full in accordance with its terms by virtue of the occurrence of the Business Combination, was automatically exercised or exchanged in full for the applicable shares of Legacy LanzaTech capital stock, and each such share of Legacy LanzaTech capital stock was treated as being issued and outstanding immediately prior to the Effective Time and was cancelled and converted into the right to receive the applicable shares of Common Stock;

(iii) each warrant to purchase Legacy LanzaTech common stock that was outstanding and unexercised prior to the Effective Time and was not automatically exercised in full as described in clause (ii) was converted into a warrant to purchase shares of Common Stock, in which case (a) the number of shares underlying such New LanzaTech warrant was determined by multiplying the number of shares of Legacy LanzaTech capital stock subject to such warrant immediately prior to the Effective Time, by 4.374677 and (b) the per share exercise price of such New LanzaTech warrant was determined by dividing the per share exercise price of such Legacy LanzaTech warrant immediately prior to the Effective Time by 4.374677 , except that in the case of a certain warrant issued by Legacy LanzaTech to ArcelorMittal XCarb S.à r.l on December 8, 2021, such exercise price is $ 10.00 ;

and (iv) to the extent not converted in full immediately prior to the Effective Time, the Brookfield SAFE was assumed by New LanzaTech and is convertible into 5,000,000 shares of Common Stock.

In addition, the accumulated dividends payable to the holders of Legacy LanzaTech preferred shares in connection with the share conversion based on the applicable conversion ratio at the Effective Time were settled by delivery of Common Stock.

Pursuant to the Merger Agreement, at the Effective Time, each Legacy LanzaTech option was converted into New LanzaTech options to purchase a number of shares of Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of Legacy LanzaTech common shares subject to such Legacy LanzaTech option multiplied by (ii) 4.374677 .

The exercise price of such New LanzaTech options is equal to the quotient of (a) the exercise price per share of such Legacy LanzaTech option in effect immediately prior to the Effective Time divided by (b) 4.374677 (and as so determined, this exercise price will be rounded up to the nearest full cent).

Pursuant to the Merger Agreement, at the Effective Time, each Legacy LanzaTech RSA that was outstanding immediately prior to the Effective Time was converted into a New LanzaTech RSA on the same terms and conditions as were applicable to such Legacy LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of Common Stock equal to the number of Legacy LanzaTech common shares subject to such Legacy LanzaTech RSA, multiplied by 4.374677 .

LANZATECH GLOBAL, INC.

(FORMERLY KNOWN AS AMCI ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Business Prior to the Business Combination

As of December 31, 2022, the Company has neither engaged in any operations nor generated any revenues.

2 unchanged sentences

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the initial public offering and from changes in the fair value of its derivative warrant liabilities, if applicable.

The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for the Company’s initial public offering was declared effective on August 3, 2021 (the “effective date”).

On August 6, 2021, the Company consummated its initial public offering of 15,000,000 units (the “units”).

On August 6, 2021, the Company consummated its initial public offering (the “initial public offering”) of 15,000,000 units (the “units”).

Each unit consists of one Class A common stock of the Company, par value $ 0.0001 per share (the “Class A common stock”), and one-half of one redeemable warrant of the Company (the “warrant”), each whole warrant entitling the holder thereof to purchase one Class A common stock for $ 11.50 per share.

9 unchanged sentences

Transaction costs of the initial public offering amounted to $ 13,782,542 and consisted of $ 1,500,000 of underwriting discount, $ 5,250,000 of deferred underwriting discount, $ 6,509,758 in fair value of Class B common stock issued to Anchor Investors, and $ 522,784 of other offering costs.

A total of $ 150,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

AMCI ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

The Company must complete one or more initial business combination having an aggregate fair market value of at least 80 % of the value of the assets held in the trust account (as defined elsewhere in this Annual Report on Form 10-K) (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the signing a definitive agreement in connection with the initial business combination.

However, the Company will only complete a business combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

There is no assurance that the Company will be able to complete a business combination successfully.

Upon the closing of the initial public offering, management has agreed that an amount equal to at least $ 10.00 per unit sold in the initial public offering, including the proceeds of the private placement warrants, will be held in a trust account (the “trust account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay taxes, if any, the proceeds from the initial public offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of initial business combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial business combination by August 6, 2023, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100 % of its public shares if the Company has not consummated an initial business combination by August 6, 2023 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity.

The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by the Company, solely in its discretion.

The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein.

The amount in the trust account is initially anticipated to be $ 10.00 per public share.

The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters.

A total of $ 150,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “trust account”).

The shares of common stock subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the initial public offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination.

AMCI ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

The Company will have only 24 months from the closing of the initial public offering to complete the initial business combination (the “Combination Period”).

However, if the Company is unable to complete the initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to complete the initial business combination within the Combination Period, and (iv) vote their founder shares and any public shares purchased during or after the initial public offering in favor of the initial business combination.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party (other than the Company’s independent registered public accounting firm) or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act.

However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

LANZATECH GLOBAL, INC.

(FORMERLY KNOWN AS AMCI ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

AMCI ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

This may make comparison of the Company’s consolidated financial statements with those of another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Risks and Uncertainties

Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Proposed Business Combination

As more fully described in Note 11, on March 8, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with AMCI Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and LanzaTech NZ, Inc., a Delaware corporation (“LanzaTech”).

Upon consummation of the transactions, the Company will change its name to “LanzaTech Global, Inc.”

Liquidity and Going Concern

As of December 31, 2021, the Company had approximately $ 0.3 million in its operating bank account and a working capital deficit of approximately $ 0.1 million.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “ IR Act ”), which, among other things, imposes a new 1% U.S.

federal excise tax on certain repurchases of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations) beginning in 2023, with certain exceptions (the “ Excise Tax ”).

The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased.

Because we are a Delaware corporation and our securities are trading on Nasdaq, we are a “covered corporation” for this purpose.

The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the Excise Tax.

Department of the Treasury has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the Excise Tax.

It is uncertain whether, and/or to what extent, the Excise Tax could apply to any repurchase by us of our common stock or in the event of our liquidation, in each instance after December 31, 2022, including any redemptions in connection with an initial business combination or in the event we do not consummate an initial business combination by August 6, 2023.

Liquidity and Capital Resources

As of December 31, 2022, the Company had approximately $ 7,000 in its operating bank account and a working capital deficit of approximately $ 5.9 million.

The Company’s liquidity needs up to December 31, 2022 have been satisfied through a contribution of $ 25,000 from the Sponsor to cover for certain offering costs in exchange for the issuance of Founder Shares, and a loan and advances from the Sponsor pursuant to the Note (as defined in Note 4).

Subsequent to the initial public offering, net proceeds from the private placement of $ 0.9 million were placed in the operating account for working capital purposes.

Subsequent to the initial public offering, net

LANZATECH GLOBAL, INC.

(FORMERLY KNOWN AS AMCI ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

proceeds from the private placement of $ 0.9 million were placed in the operating account for working capital purposes.

In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4).

As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “ Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern ,” management has determined that the Company would not be able to meet its obligations as they become due within one year after the date that the financial statements are available to be issued.

As such, management has determined that the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern.

As of December 31, 2021, no adjustments have been made to the carrying amounts of assets or liabilities.

AMCI ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

On March 28, 2022, the Company entered into a noninterest-bearing Working Capital Loan with its Sponsor for the principal amount of up to $ 1.5 million.

As of December 31, 2022 and 2021, there were no amounts outstanding under any Working Capital Loan.

In connection with the execution of the Merger Agreement, AMCI entered into subscription agreements (as amended on December 7, 2022, the “Initial Subscription Agreements”) with certain investors (the “Initial PIPE Investors”).

AMCI entered into additional subscription agreements with certain institutional and accredited investors (the “PIPE Investors”) on October 8, 2022 (as amended on December 7, 2022) and February 6, 2022 (collectively, the “PIPE Subscription Agreements” and together with the subscription agreement between AMCI and ArcelorMittal, the “Subscription Agreements”).

Pursuant to the Subscription Agreements, the PIPE Investors purchased an aggregate of 18,500,000 shares of common stock in a private placement at a price of $ 10.00 per share for an aggregate purchase price of $ 185 million (the “PIPE Investment”).

Such aggregate number of shares and aggregate purchase price include 3,000,000 shares of common stock issued to ArcelorMittal pursuant to the AM SAFE with Legacy LanzaTech, as a result of which such PIPE Investor entered into a Subscription Agreement prior to the closing of the Business Combination.

The PIPE Investment was consummated in connection with the consummation of the Business Combination.

Upon closing of the Business Combination, the Company retained $ 153 million net of transaction expenses as working capital.

Upon closing of the Business Combination, the Company’s immediate sources of liquidity include cash generated from operations, accounts receivable, and existing credit facilities of LanzaTech.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through one year from this filing.

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S.

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (the “SEC”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

All significant intercompany accounts and transactions have been eliminated in consolidation.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents as of December 31, 2021.

The Company had no cash equivalents as of December 31, 2022 and 2021.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

LANZATECH GLOBAL, INC.

(FORMERLY KNOWN AS AMCI ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

6 unchanged sentences

When the Company’s investments held in the trust account are comprised of money market funds, the investments are recognized at fair value.

Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the trust account in the accompanying statement of operations.

Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the trust account in the accompanying consolidated statements of operations.

The estimated fair values of investments held in the trust account are determined using available market information.

Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” equal or approximate the carrying amounts represented in the balance sheet.

Fair Value Measurements

3 unchanged sentences

These tiers consist of:

AMCI ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

8 unchanged sentences

Offering costs associated with the Class A common stock issued were charged against the carrying value of the shares of Class A common stock upon the completion of the initial public offering.

The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock Shares Subject to Possible Redemption

The Company classifies deferred underwriting commissions as non-current

LANZATECH GLOBAL, INC.

(FORMERLY KNOWN AS AMCI ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Shares Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value.

2 unchanged sentences

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of the initial public offering, 15,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheet.

Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period.

5 unchanged sentences

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

AMCI ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

The public warrants and the private placement warrants are recognized as derivative liabilities in accordance with ASC 815.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised.

The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model.

The fair value of the public warrants as of December 31, 2021 is based on observable listed prices for such warrants.

The fair value of the private placement warrants as of December 31, 2021 is determined using a Black-Scholes option pricing model.

The initial fair value of the public warrants issued in connection with the initial public offering was estimated using a Monte-Carlo simulation model and the initial fair value of the private placement warrants was estimated using a Black-Scholes option pricing model.

The fair value of the public warrants as of December 31, 2022 and 2021 is based on observable listed prices for such warrants.

The fair value of the private placement warrants as of December 31, 2022 and 2021 is determined using a Black-Scholes option pricing model.

The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly.

5 unchanged sentences

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

LANZATECH GLOBAL, INC.

(FORMERLY KNOWN AS AMCI ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

5 unchanged sentences

Net Income (Loss) Per Share of Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock.

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Prior to the closing of the Business Combination, the Company had two classes of shares, which are referred to as Class A common stock and Class B common stock.

Income and losses are shared pro rata between the two classes of shares.

1 unchanged sentence

The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the units sold in the initial public offering and the private placement warrants to purchase an aggregate of 11,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method.

As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from January 28, 2021 (inception) through December 31, 2021.

As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021.

Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:

AMCI ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

For the period from January 28, 2021

For the Year Ended December 31, 2022 For the period from January 28, 2021

(inception) through December 31, 2021

Class A Class B Class A Class B

Basic and diluted net income (loss) per common share:

3 unchanged sentences

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No.

2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in an Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

The Company adopted ASU 2020-06 on August 2, 2021 using the modified retrospective method for transition.

Adoption of ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s financial statements.

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”.

The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value.

The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value.

The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance.

The Company is still evaluating the impact of this pronouncement on the consolidated financial statements.

LANZATECH GLOBAL, INC.

(FORMERLY KNOWN AS AMCI ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Initial Public Offering

13 unchanged sentences

On September 17, 2021, the over-allotment option expired unexercised, resulting in 562,500 of the founder shares being forfeited.

AMCI ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

In exchange for the Anchor Investors’ participation in the initial public offering as described in Note 3, the Sponsor sold a total of 780,000 founder shares to the Anchor Investors.

6 unchanged sentences

Notwithstanding the foregoing, the founder shares will be released from the Lock-up if the closing price of the Company’s Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the company’s initial business combination.

LANZATECH GLOBAL, INC.

(FORMERLY KNOWN AS AMCI ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Private Placement

17 unchanged sentences

Except as set forth above, the terms of Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

As of December 31, 2021, the Company had no borrowings under the Working Capital Loans.

AMCI ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

Administrative Service Fee

As of December 31, 2022 and 2021, the Company had no borrowings under the Working Capital Loans.

Administrative Service Fee and Reimbursements

Subsequent to the closing of the initial public offering, the Company will pay its Sponsor $ 10,000 per month for office space, secretarial and administrative services provided to members of the management team.

Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees.

For the period from January 28, 2021 (inception) through December 31, 2021, the Company incurred $ 50,000 of such fees, included as general and administrative fees – related party on the accompanying statement of operations.

As of December 31, 2021, approximately $ 50,000 of such fees are included as due to related party on the accompanying balance sheet.

For the year ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021, the Company incurred $ 120,000 and $ 50,000 of such fees, respectively, included as general and administrative fees — related party on the accompanying statements of operations.

As of December 31, 2022 and 2021, approximately $ 120,000 and $ 50,000 , respectively, of such fees are included as due to related party on the accompanying consolidated balance sheets.

The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, directors, officers or directors of the Company, or any of their affiliates.

As of December 31, 2022 and 2021, there were approximately

LANZATECH GLOBAL, INC.

(FORMERLY KNOWN AS AMCI ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

$ 1.4 million and $ 0 , respectively, of such fees included as due to related party on the accompanying consolidated balance sheets.

Note 5 — Commitments and Contingencies

Registration Rights

The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the initial public offering and the shares of Class A common stock underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them prior to the consummation of the initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the initial public offering.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

In addition, the Anchor Investors will, upon receipt of their founder shares, execute a registration rights agreement with respect to their founder shares.

Prior to the consummation of the Business Combination, the holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the initial public offering and the shares of Class A common stock underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of Working Capital Loans had registration rights to require the Company to register a sale of any of its securities held by them prior to the consummation of the initial business combination pursuant to a registration rights agreement which was signed on the effective date of the initial public offering.

The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders had certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial business combination.

The Company would bear the expenses incurred in connection with the filing of any such registration statements.

In addition, the Anchor Investors would, upon receipt of their founder shares, execute a registration rights agreement with respect to their founder shares.

These registration rights terminated in connection with the consummation of the Business Combination.

In connection with the consummation of the Business Combination, AMCI, the Sponsor, Legacy LanzaTech, and certain of the Legacy LanzaTech stockholders and AMCI stockholders entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which, among other things, such stockholders were granted certain registration rights with respect to certain securities held by them.

In addition, the Registration Rights Agreement provides that the Sponsor, then-holders of all outstanding shares of the Company’s Class B common stock, and certain holders of shares of Legacy LanzaTech capital stock will be subject to certain restrictions on transfer with respect to their shares of common stock and LanzaTech warrants.

Such restrictions will end (i) with respect to the Sponsor and the holders of the Company’s Class B common stock, on the earlier of (a) the date that is one year following the closing of the Business Combination, (b) such date upon which the closing price per share of common stock equals or exceeds $ 12.00 per share for any 20 trading days within any 30 day trading period commencing at least 150 days after the closing of the Business Combination and (c) the date on which LanzaTech completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Business Combination that results in all of LanzaTech’s stockholders having the right to exchange their shares of common stock for cash, securities or other property, and (ii) with respect to the holders of shares of Legacy LanzaTech capital stock, on the date that is six months following the closing of the Business Combination.

Underwriting Agreement

1 unchanged sentence

On September 17, 2021, the over-allotment option expired unexercised, resulting in the forfeiture of 562,500 shares of founder shares.

The underwriters were paid an underwriting discount of one percent ( 1 %) of the gross proceeds of the initial public offering, or $ 1,500,000 .

Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5 % of the gross proceeds, or $ 5,250,000 , of the initial public offering upon the completion of the Company’s initial business combination.

The underwriters were paid an underwriting discount of 1 % of the gross proceeds of the initial public offering, or $ 1,500,000 .

Additionally, in connection with the initial public offering, the Company agreed to pay the underwriters a deferred underwriting fee of 3.5 % of the gross proceeds, or $ 5,250,000 , of the initial public offering upon the completion of the Company’s initial business combination.

On September 29, 2022, as discussed further below, Evercore Group L.L.C., (“Evercore”) the representative of the underwriters of the initial public offering, waived its deferred underwriting fee that accrued from its participation in the initial public offering.

The Company recognized approximately $ 4.9 million of the commissions waiver as a reduction to additional paid-in capital in the statements of changes in stockholders’ deficit for the year ended December 31, 2022, as this portion represents an extinguishment of deferred underwriting commissions on public shares which was originally recognized in accumulated deficit.

The remaining balance of approximately $ 172,000 is recognized as a gain from extinguishment

LANZATECH GLOBAL, INC.

(FORMERLY KNOWN AS AMCI ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

of deferred underwriting commissions on public shares in the consolidated statements of operations, which represents the original amount expensed in the Company’s initial public offering.

On September 27, 2022 and September 29, 2022, the Company received notice and a formal letter, respectively, from Evercore Group, L.L.C., an underwriter in the Company’s initial public offering, advising that it had, among other things, (i) resigned from and ceased or refused to act in, its roles as co-placement agent, co-capital markets advisor and exclusive financial advisor to the Company in connection with the Merger and as underwriter in the Company’s initial public offering and (ii) waived its right to receive an aggregate of $ 13,050,000 in fees, all of which were contingent upon and payable upon the closing of the Merger, consisting of $ 500,000 for its role as co-placement agent, $ 7,500,000 for its role as exclusive financial advisor and $ 5,050,000 of deferred underwriting fees accrued from its participation in the Company’s initial public offering, as well as any expense reimbursements owed to it under those arrangements.

Note 6 — Class A Common Stock Subject to Possible Redemption

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events.

The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events.

The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

Holders of the Company’s Class A common stock are entitled to one vote for each share.

As of December 31, 2021, there were 15,000,000 shares of Class A common stock outstanding subject to possible redemption and are classified outside of permanent equity in the balance sheet.

The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled in the following table:

Gross proceeds from Initial Public Offering

Fair value of Public Warrants at issuance

( 5,100,000 )

Offering costs allocated to Class A common stock subject to possible redemption

( 13,306,092 )

Accretion on Class A common stock subject to possible redemption amount

Class A common stock subject to possible redemption

AMCI ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

As of December 31, 2022 and 2021, there were 15,000,000 shares of Class A common stock outstanding subject to possible redemption and are classified outside of permanent equity in the balance sheet.

The Class A common stock subject to possible redemption reflected on the balance sheets is reconciled in the following table:

Gross proceeds $ 150,000,000

Amount allocated to public warrants ( 5,100,000 )

Class A common stock issuance costs ( 13,306,092 )

Accretion of carrying value to redemption value 18,406,092

Class A common stock subject to possible redemption, December 31, 2021 $ 150,000,000

Subsequent remeasurement of Class A common stock subject to possible redemption 1,113,633

Class A common stock subject to possible redemption, December 31, 2022 $ 151,113,633

Note 7 — Stockholders’ Deficit

1 unchanged sentence

The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.

As of December 31, 2021, there were no shares of preferred stock issued or outstanding .

As of December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

As of December 31, 2021, there were 15,000,000 shares of Class A common stock issued and outstanding , all of which were subject to possible redemption and are classified as temporary equity (see Note 6).

As of December 31, 2022 and 2021, there were 15,000,000 shares of Class A common stock issued and outstanding, all of which were subject to possible redemption and are classified as temporary equity (see Note 6).

Class B Common Stock — The Company is authorized to issue 20,000,000 Class B common stock with a par value of $ 0.0001 per share.

As of December 31, 2021, there were 3,750,000 shares of Class B common stock issued and outstanding (see Note 4).

As of December 31, 2022 and 2021, there were 3,750,000 shares of Class B common stock issued and outstanding (see Note 4).

LANZATECH GLOBAL, INC.

(FORMERLY KNOWN AS AMCI ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law.

Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law (“DGCL”) or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders.

The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial business combination on a one -for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20 % of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one -for-one basis.

Note 8 — Warrants

As of December 31, 2021, in connection with the initial public offering, the Company has 7,500,000 public warrants and 3,500,000 private placement warrants outstanding.

As of December 31, 2022 and 2021, in connection with the initial public offering, the Company has 7,500,000 public warrants and 3,500,000 private placement warrants outstanding.

Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $ 11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial business combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.

The warrants will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

AMCI ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

The Company has agreed that as soon as practicable, but in no event later than fifteen ( 15 ) business days after the closing of the initial business combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial business combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants.

The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.

If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth ( 60 th) business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company do not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 18.00 .

LANZATECH GLOBAL, INC.

(FORMERLY KNOWN AS AMCI ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

3 unchanged sentences

• if, and only if, the closing price of the Class A common stock equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within a 30 -trading day period ending three trading days before we send the notice of redemption to the warrant holders.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 10.00 .

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

● in whole and not in part;

● at $ 0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of our Class A common stock except as otherwise described below;

● if, and only if, the closing price of our Class A common stock equals or exceeds $ 10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within the 30 -trading day period ending three trading days before we send the notice of redemption to the warrant holders.

In addition, if (x) the Company issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $ 9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than

AMCI ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

60 % of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial business combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, the $ 18.00 per share redemption trigger price described above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 18.00 ” will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price, and the $ 10.00 per share redemption trigger price described above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 10.00 ” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $ 9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial business combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, the $ 18.00 per share redemption trigger price described above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 18.00 ” will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price, and the $ 10.00 per share redemption trigger price described above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 10.00 ” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Note 9 — Fair Value Measurement

The following table presents information as of December 31, 2021 about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy:

Quoted Prices in Active

Significant Other

The following table presents information as of December 31, 2022 and 2021 about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy:

December 31, 2022

Description Quoted Prices in Active

(Level 1) Significant Other

Observable Inputs

(Level 2) Significant Other

Unobservable Inputs

2 unchanged sentences

Derivative liabilities – private placement warrants $ — $ — $ 840,370

LANZATECH GLOBAL, INC.

(FORMERLY KNOWN AS AMCI ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

Description Quoted Prices in Active

(Level 1) Significant Other

Observable Inputs

(Level 2) Significant Other

Unobservable Inputs

Investments held in trust account $ 150,006,015 $ — $ —

Derivative liabilities – public warrants $ 3,825,000 $ — $ —

Derivative liabilities – private placement warrants $ — $ — $ 1,785,000

Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period.

The estimated fair value of public warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the public warrants were separately listed and traded in September 2021.

There were no other transfers between levels in the period from January 28, 2021 (inception) through December 31, 2021.

There were no other transfers between levels in the year ended December 31, 2022 and in the period from January 28, 2021 (inception) through December 31, 2021.

Level 1 assets include investments in mutual funds invested in U.S.

12 unchanged sentences

Any changes in these assumptions can change the valuation significantly.

AMCI ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

For the year ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021, the Company recognized a change to the statement of operations resulting from a decrease (increase) in the fair value of liabilities of approximately $ 3.0 million and $ 1.9 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying consolidated statements of operations.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:

As of December 31, 2021

As of August 6, 2021

As of December 31, 2022 As of

December 31, 2021

Exercise price $ 11.50 $ 11.50

Remaining term (yrs)

Volatility 5.2 % 9.6 %

Stock price $ 9.98 $ 9.66

Remaining term (years) 5.09 5.75

Risk-free rate 3.91 % 1.32 %

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the period from February 8, 2021 (inception) through December 31, 2021 is summarized as follows:

LANZATECH GLOBAL, INC.

(FORMERLY KNOWN AS AMCI ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the year ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021 is summarized as follows:

Derivative warrant liabilities at January 28, 2021 (inception) $ —

1 unchanged sentence

Transfer of Public Warrants to Level 1 ( 5,100,000 )

( 5,100,000 )

Change in fair value of derivative liabilities ( 630,000 )

Derivative warrant liabilities at December 31, 2021 1,785,000

Change in fair value of derivative liabilities ( 944,630 )

Derivative warrant liabilities at December 31, 2022 $ 840,370

Note 10 — Income Taxes

The Company files income tax returns in the U.S.

federal and Connecticut jurisdictions and are subject to examination.

federal and Connecticut jurisdictions and is subject to examination.

The income tax provision consists of the following:

For the Period from January 28, 2021

For the Year Ended December 31, 2022 For the Period from January 28, 2021

(inception) through December 31, 2021

Federal $ 309,320 $ —

Federal ( 15,220 ) ( 290,181 )

Valuation allowance 15,220 290,181

1 unchanged sentence

The Company’s net deferred tax assets are as follows:

December 31, 2021

Deferred tax assets:

4 unchanged sentences

Deferred tax asset, net of allowance $ — $ —

AMCI ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

2 unchanged sentences

After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

For the period from January 28, 2021 (inception) through December 31, 2021, the valuation allowance was $ 290,181 .

LANZATECH GLOBAL, INC.

(FORMERLY KNOWN AS AMCI ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021, the valuation allowance was$ 305,401 and $ 290,181 , respectively.

As of December 31, 2021, the Company had $ 380,351 of U.S.

federal net operating loss carryovers, which do not expire, available to offset future taxable income.

There were no unrecognized tax benefits as of December 31, 2021.

No amounts were accrued for the payment of interest and penalties as of December 31, 2021.

As of December 31, 2022, the net operating loss carryovers were fully utilized.

As such there were no federal net operating loss carryovers to offset future taxable income.

There were no unrecognized tax benefits as of December 31, 2022 and 2021.

No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

2 unchanged sentences

A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows:

For the Period from January 28, 2021

(inception) through December 31, 2021

For the Year Ended December 31, 2022 For the Period from January 28, 2021 (inception) through December 31, 2021

Statutory federal income tax rate 21.0 % 21.0 %

1 unchanged sentence

Offering costs allocated to derivative warrant liabilities 0.0 % 214.0 %

Gain from settlement of deferred underwriting commissions 3.4 % — %

Capitalized merger costs ( 111.9 ) % — %

Change in valuation allowance ( 1.5 ) % 620.9 %

1 unchanged sentence

Note 11 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On March 8, 2022, the Company entered into the Merger Agreement with Merger Sub and LanzaTech.

The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination.” The time of the closing of the Business Combination is referred to herein as the “Closing.” The date of the Closing of the Business Combination is referred to herein as the “Closing Date.”

Proposed Business Combination

If the Business Combination is approved by the Company’s stockholders and LanzaTech’s stockholders, and the closing conditions in the Merger Agreement are satisfied or waived, then, among other things, upon the terms and subject to the conditions of the Merger Agreement and in accordance with Delaware General Corporation Law, Merger Sub will merge with and into LanzaTech, with LanzaTech surviving the merger as the Company’s wholly owned subsidiary (the “Merger”).

In connection with the consummation of the Merger, the Company will be renamed “LanzaTech Global, Inc.” and is referred to herein as “New LanzaTech” as of the time following such change of name.

AMCI ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

Under the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of LanzaTech for consideration consisting of equity interests of New LanzaTech valued at $ 1,817,000,000 in the aggregate.

The consideration to be paid to holders of shares of LanzaTech capital stock will be shares of common stock of New LanzaTech (“New LanzaTech Common Stock”), valued at $ 10.00 per share, to be paid at the closing of the Merger.

The number of shares of New LanzaTech Common Stock payable in the Merger in respect of each share of LanzaTech capital stock (each, a “LanzaTech Share”) will be determined based on the exchange ratio (the “Exchange Ratio”), and certain corresponding adjustments, in each case as set forth in the Merger Agreement.

Pursuant to the Merger Agreement, at Closing:

(i) each warrant to purchase LanzaTech Shares (each, a “LanzaTech Warrant”) that is outstanding and unexercised immediately prior to Closing and would automatically be exercised or exchanged in full in accordance with its terms by virtue of the occurrence of the Merger, will be so automatically exercised or exchanged in full for the applicable LanzaTech Shares, and each such LanzaTech Share will be treated as being issued and outstanding immediately prior to Closing and will be canceled and converted into the right to receive the applicable shares of New LanzaTech Common Stock;

and (ii) each LanzaTech Warrant that is outstanding and unexercised immediately prior to the Closing and is not automatically exercised in full as described in clause (i) will be converted into a warrant to purchase shares of New LanzaTech Common Stock, in which case (a) the number of shares underlying such New LanzaTech warrant (each, a “New LanzaTech Warrant”) will be determined by multiplying the number of LanzaTech Shares subject to such warrant immediately prior to Closing, by the Exchange Ratio and (b) the per share exercise price of such New LanzaTech Warrant will be determined by dividing the per share exercise price of such LanzaTech Warrant immediately prior to the Effective Time by the Exchange Ratio, except that in the case of certain warrants specified in the Merger Agreement, such exercise price will be $ 10.00 .

Pursuant to the Merger Agreement, at Closing, each option to purchase LanzaTech Shares (each, a “LanzaTech Option”) will be converted into an option to purchase a number of shares of New LanzaTech Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of LanzaTech Shares subject to such LanzaTech Option multiplied by (ii) the Exchange Ratio.

The exercise price of such New LanzaTech option will be equal to the quotient of (a) the exercise price per share of such LanzaTech Option in effect immediately prior to the Effective Time divided by (b) the Exchange Ratio (and as so determined, this exercise price will be rounded up to the nearest full cent).

Pursuant to the Merger Agreement, at Closing, each award of restricted shares of LanzaTech common stock (each, a “LanzaTech RSA”) that is outstanding immediately prior to the Effective Time will be converted into an award of restricted shares of New LanzaTech Common Stock (each, a “New LanzaTech RSA”) on the same terms and conditions as were applicable to such LanzaTech RSA immediately prior to the Effective Time, except that such New LanzaTech RSA will relate to a number of shares of New LanzaTech Common Stock equal to the number of LanzaTech Shares subject to such LanzaTech RSA, multiplied by the Exchange Ratio.

The closing of the Merger is subject to certain customary conditions, including, among others, (i) adoption by AMCI’s stockholders and LanzaTech’s stockholders of the Merger Agreement and their approval of certain other actions related to the Business Combination, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable to the transactions contemplated by the Merger Agreement and any ancillary agreements, in each case under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the shares of New LanzaTech Common Stock to be paid as consideration in the Merger, (iv) there being no government order or law enjoining, prohibiting or making illegal the consummation of the Merger or the transactions contemplated by the Merger Agreement, (v) AMCI having at least $ 5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) after giving effect to any payments required to be made in connection with the redemption of AMCI’s public shares and the proceeds from the Subscription Agreements described below, (vi) AMCI having at least $ 250,000,000 of cash at the closing of the Merger, consisting of cash held in AMCI’s trust account after taking into account any redemption of AMCI’s public shares, and the proceeds from the Subscription Agreements described below, net of transaction expenses of AMCI and LanzaTech, and (vii) the listing on Nasdaq of the shares of New LanzaTech Common Stock issued in connection with the Business Combination.

The Company evaluated subsequent events and transactions that occurred up to the date the consolidated financial statements were issued.

Based upon this review, except as noted in Note 1, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On February 8, 2023, Board approved a resolution appointing Deloitte & Touche, LLP (“Deloitte”) as New LanzaTech’s independent registered public accounting firm to audit New LanzaTech’s consolidated financial statements for the fiscal year ending December 31, 2023.

Deloitte served as the independent registered public accounting firm of Legacy LanzaTech prior to the Business Combination.

Accordingly, Marcum LLP (“Marcum”), AMCI’s independent registered public accounting firm prior to the Business Combination, was informed on February 8, 2023 that it will be dismissed as New LanzaTech’s independent registered public accounting firm, effective in March 28, 2023 upon completion of Marcum’s audit of AMCI’s consolidated financial statements as of and for the year ended December 31, 2022, and the issuance of their report thereon.

The report of Marcum on AMCI’s consolidated financial statements as of and for the fiscal years ended December 31, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles.

During AMCI’s fiscal years ended December 31, 2022 and 2021, there were no disagreements between AMCI and Marcum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused it to make reference to the subject matter of the disagreements in its reports on AMCI’s consolidated financial statements for such year.

During AMCI’s fiscal years ended December 31, 2022 and 2021, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K (“Regulation S-K”) under the Exchange Act), except that Marcum advised AMCI of material weaknesses related to:

(i) the accounting for certain complex financial instruments and (ii) the accounting of certain fees related to financial advisory and placement agent services.

New LanzaTech provided Marcum with a copy of the foregoing disclosures and has requested that Marcum furnish New LanzaTech with a letter addressed to the SEC stating whether it agrees with the statements made by New LanzaTech set forth above.

A copy of Marcum’s letter, dated March 28, 2023, is filed as Exhibit 16.1 hereto.

During the fiscal years ended December 31, 2022 and 2021 neither New LanzaTech, nor any party on behalf of New LanzaTech, consulted with Deloitte with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered with respect to New LanzaTech’s consolidated financial statements, and no written report or oral advice was provided to New LanzaTech by Deloitte that was an important factor considered by New LanzaTech in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data