SEC Comment Letter 0000000000-23-003618 to LanzaTech Global, Inc. (LNZA)
LanzaTech Global, Inc.
Date: April 11, 2023 · CIK: 0001843724 · Accession: 0000000000-23-003618
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269735
Letter
United States securities and exchange commission logo April 11, 2023 Jennifer Holmgren Chief Executive Officer LanzaTech Global, Inc. 8045 Lamon Avenue, Suite 400 Skokie, Illinois 60077 Re:LanzaTech Global, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed March 29, 2023 File No. 333-269735 Dear Jennifer Holmgren: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our February 27, 2023 letter. Amendment No. 1 to Form S-1 filed March 29, 2023 Prospectus Summary, page 1 1.We note your revisions in response to our prior comment 2 and reissue. Please disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price in the prospectus summary, risk factors, MD&A and use of proceeds section. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand. 2.We note your revisions in response to our prior comment 3 and reissue in part. Please disclose the potential profit the selling securityholders will earn based on the current trading price in the Offering Summary, both in the aggregate and on a per share basis.
FirstName LastNameJennifer Holmgren Comapany NameLanzaTech Global, Inc. April 11, 2023 Page 2 FirstName LastName Jennifer Holmgren LanzaTech Global, Inc. April 11, 2023 Page 2 3.We note your statement in Footnote 1 of page 9 that you "should not be relied upon for any purpose outside of its illustrative nature." Please remove or revise this statement as you may not disclaim responsibility for the information presented in your registration statement. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview, page 67 4.We note your response to our prior comment 5 and reissue in part. We note your statement that "The Company does not expect to seek additional capital." However, your risk factor contemplates that you "may require substantial additional financing to fund our operations and complete the development and commercialization of the process technologies that produce each of our products or new aspects of our existing process technologies that produce each of our products . . ." Please discuss the effect of this offering on the company’s ability to raise additional capital. You may contact Jordan Nimitz at 202-551-5831 or Jane Park at 202-551-7439 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Kerry Burke, Esq.
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United States securities and exchange commission logo
April 11, 2023
Jennifer Holmgren
Chief Executive Officer
LanzaTech Global, Inc.
8045 Lamon Avenue, Suite 400
Skokie, Illinois 60077
Re:LanzaTech Global, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 29, 2023
File No. 333-269735
Dear Jennifer Holmgren:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our February 27, 2023 letter.
Amendment No. 1 to Form S-1 filed March 29, 2023
Prospectus Summary, page 1
1.We note your revisions in response to our prior comment 2 and reissue. Please disclose
that cash proceeds associated with the exercises of the warrants are dependent on the stock
price in the prospectus summary, risk factors, MD&A and use of proceeds section. As
applicable, describe the impact on your liquidity and update the discussion on the ability
of your company to fund your operations on a prospective basis with your current cash on
hand.
2.We note your revisions in response to our prior comment 3 and reissue in part. Please
disclose the potential profit the selling securityholders will earn based on the current
trading price in the Offering Summary, both in the aggregate and on a per share basis.
FirstName LastNameJennifer Holmgren
Comapany NameLanzaTech Global, Inc.
April 11, 2023 Page 2
FirstName LastName
Jennifer Holmgren
LanzaTech Global, Inc.
April 11, 2023
Page 2
3.We note your statement in Footnote 1 of page 9 that you "should not be relied upon for
any purpose outside of its illustrative nature." Please remove or revise this statement as
you may not disclaim responsibility for the information presented in your registration
statement.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 67
4.We note your response to our prior comment 5 and reissue in part. We note your statement
that "The Company does not expect to seek additional capital." However, your risk factor
contemplates that you "may require substantial additional financing to fund our operations
and complete the development and commercialization of the process technologies that
produce each of our products or new aspects of our existing process technologies that
produce each of our products . . ." Please discuss the effect of this offering on the
company’s ability to raise additional capital.
You may contact Jordan Nimitz at 202-551-5831 or Jane Park at 202-551-7439 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Kerry Burke, Esq.