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    SEC Form SC 13G/A filed by AMCI Acquisition Corp. II (Amendment)

    2/6/24 8:58:13 PM ET
    $AMCI
    Consumer Electronics/Appliances
    Industrials
    Get the next $AMCI alert in real time by email
    SC 13G/A 1 tm245174d4_sc13ga.htm SC 13G/A

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    SCHEDULE 13G 

    (Amendment No. 2)*

     

    Under the Securities Exchange Act of 1934

     

    LanzaTech Global, Inc.

    (Name of Issuer)
     

    Class A common stock, par value $0.0001 per share

    (Title of Class of Securities)
     

    51655R101

    (CUSIP Number)
     
    December 31, 2023
    (Date of Event Which Requires Filing of this Statement)

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     

    ¨ Rule 13d-1(b)
    x Rule 13d-1(c)
    ¨ Rule 13d-1(d)

     

    * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

    SEC 1745 (3-06)

     

     

     

     

     

     

    CUSIP No. 51655R101    

     

    1 Name of Reporting PersonS.
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
    Apollo SPAC Fund I, L.P.
    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
      (a) ¨
    (b) ¨
    3 SEC USE ONLY
     
    4 CITIZENship or place of organization
    Cayman Islands
    NUMBER OF SHARES
    BENEFICIALLY
    OWNED BY EACH
    REPORTING PERSON
    WITH:
    5 sole voting power
    0 shares
    6 shared voting power
    0 shares
    7 sole dispositive power
    0 shares
    8 shared dispositive power
    0 shares
    9 aggregate amount beneficially owned by each reporting person
    0 shares
    10

    check box if the aggregate amount in row (9) excludes certain shares (See Instructions)           ¨

     

    11 percent of class represented by amount in row (9)
    0.0%
    12 type of reporting person (See Instructions)
    PN
             

     

    2 

     

     

    CUSIP No. 51655R101    

     

    1 Name of Reporting PersonS.
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
    Apollo SPAC Management I, L.P.
    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
      (a) ¨
    (b) ¨
    3 SEC USE ONLY
     
    4 CITIZENship or place of organization
    Delaware
    NUMBER OF SHARES
    BENEFICIALLY
    OWNED BY EACH
    REPORTING PERSON
    WITH:
    5 sole voting power
    0 shares
    6 shared voting power
    0 shares
    7 sole dispositive power
    0 shares
    8 shared dispositive power
    0 shares
    9 aggregate amount beneficially owned by each reporting person
    0 shares
    10

    check box if the aggregate amount in row (9) excludes certain shares (See Instructions)           ¨

     

    11 percent of class represented by amount in row (9)
    0.0%
    12 type of reporting person (See Instructions)
    PN
             

     

    3 

     

     

    CUSIP No. 51655R101    

     

    1 Name of Reporting PersonS.
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
    Apollo SPAC Management I GP, LLC
    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
      (a) ¨
    (b) ¨
    3 SEC USE ONLY
     
    4 CITIZENship or place of organization
    Delaware
    NUMBER OF SHARES
    BENEFICIALLY
    OWNED BY EACH
    REPORTING PERSON
    WITH:
    5 sole voting power
    0 shares
    6 shared voting power
    0 shares
    7 sole dispositive power
    0 shares
    8 shared dispositive power
    0 shares
    9 aggregate amount beneficially owned by each reporting person
    0 shares
    10

    check box if the aggregate amount in row (9) excludes certain shares (See Instructions)           ¨

     

    11 percent of class represented by amount in row (9)
    0.0%
    12 type of reporting person (See Instructions)
    OO
             

     

    4 

     

     

    CUSIP No. 51655R101    

     

    1 Name of Reporting PersonS.
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
    Apollo Capital Management, L.P.
    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
      (a) ¨
    (b) ¨
    3 SEC USE ONLY
     
    4 CITIZENship or place of organization
    Delaware
    NUMBER OF SHARES
    BENEFICIALLY
    OWNED BY EACH
    REPORTING PERSON
    WITH:
    5 sole voting power
    0 shares
    6 shared voting power
    0 shares
    7 sole dispositive power
    0 shares
    8 shared dispositive power
    0 shares
    9 aggregate amount beneficially owned by each reporting person
    0 shares
    10

    check box if the aggregate amount in row (9) excludes certain shares (See Instructions)           ¨

     

    11 percent of class represented by amount in row (9)
    0.0%
    12 type of reporting person (See Instructions)
    PN
             

     

    5 

     

     

    CUSIP No. 51655R101    

     

    1 Name of Reporting PersonS.
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
    Apollo Capital Management GP, LLC
    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
      (a) ¨
    (b) ¨
    3 SEC USE ONLY
     
    4 CITIZENship or place of organization
    Delaware
    NUMBER OF SHARES
    BENEFICIALLY
    OWNED BY EACH
    REPORTING PERSON
    WITH:
    5 sole voting power
    0 shares
    6 shared voting power
    0 shares
    7 sole dispositive power
    0 shares
    8 shared dispositive power
    0 shares
    9 aggregate amount beneficially owned by each reporting person
    0 shares
    10

    check box if the aggregate amount in row (9) excludes certain shares (See Instructions)           ¨

     

    11 percent of class represented by amount in row (9)
    0.0%
    12 type of reporting person (See Instructions)
    OO
             

     

    6 

     

     

    CUSIP No. 51655R101    

     

    1 Name of Reporting PersonS.
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
    Apollo Management Holdings, L.P.
    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
      (a) ¨
    (b) ¨
    3 SEC USE ONLY
     
    4 CITIZENship or place of organization
    Delaware
    NUMBER OF SHARES
    BENEFICIALLY
    OWNED BY EACH
    REPORTING PERSON
    WITH:
    5 sole voting power
    0 shares
    6 shared voting power
    0 shares
    7 sole dispositive power
    0 shares
    8 shared dispositive power
    0 shares
    9 aggregate amount beneficially owned by each reporting person
    0 shares
    10

    check box if the aggregate amount in row (9) excludes certain shares (See Instructions)           ¨

     

    11 percent of class represented by amount in row (9)
    0.0%
    12 type of reporting person (See Instructions)
    PN
             

     

    7 

     

     

    CUSIP No. 51655R101    

     

    1 Name of Reporting PersonS.
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
    Apollo Management Holdings GP, LLC
    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
      (a) ¨
    (b) ¨
    3 SEC USE ONLY
     
    4 CITIZENship or place of organization
    Delaware
    NUMBER OF SHARES
    BENEFICIALLY
    OWNED BY EACH
    REPORTING PERSON
    WITH:
    5 sole voting power
    0 shares
    6 shared voting power
    0 shares
    7 sole dispositive power
    0 shares
    8 shared dispositive power
    0 shares
    9 aggregate amount beneficially owned by each reporting person
    0 shares
    10

    check box if the aggregate amount in row (9) excludes certain shares (See Instructions)           ¨

     

    11 percent of class represented by amount in row (9)
    0.0%
    12 type of reporting person (See Instructions)
    OO
             

     

    8 

     

     

    Item 1.(a) Name of Issuer

     

    LanzaTech Global, Inc.

     

    (b)Address of Issuer’s Principal Executive Offices

     

    8045 Lamon Avenue, Suite 400

    Skokie, IL 60077

     

    Item 2.(a) Name of Person Filing

     

    This statement is filed by (i) Apollo SPAC Fund I, L.P. (“SPAC Fund I”); (ii) Apollo SPAC Management I, L.P. (“SPAC Management I”); (iii) Apollo SPAC Management I GP, LLC (“SPAC Management I GP”) (iv) Apollo Capital Management, L.P. (“Capital Management”); (v) Apollo Capital Management GP, LLC (“Capital Management GP”); (vi) Apollo Management Holdings, L.P. (“Management Holdings”); (vii) Apollo Management Holdings GP, LLC (“Management Holdings GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”

     

    SPAC Fund I held, but no longer holds, securities of the Issuer.

     

    SPAC Management I serves as the investment manager for SPAC Fund I. The general partner of SPAC Management I is SPAC Management I GP.

     

    Capital Management serves as the sole member of SPAC Management I GP. Capital Management GP serves as the general partner of Capital Management. Management Holdings serves as the sole member and manager of Capital Management GP, and Management Holdings GP serves as the general partner of Management Holdings.

     

    (b)Address of Principal Business Office or, if none, Residence

     

    The principal office of SPAC Fund I is 100 West Putnam Avenue, Greenwich, Connecticut 06830. The principal office of each of SPAC Management I, SPAC Management I GP, Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York 10019.

     

    (c)Citizenship

     

    SPAC Fund I is a Cayman Islands exempted limited partnership. SPAC Management I GP, Capital Management GP, and Management Holdings GP are each a Delaware limited liability company. SPAC Management I, Capital Management, and Management Holdings are each a Delaware limited partnership.

     

    (d)Title of Class of Securities

     

    Class A common stock, par value $0.0001 per share (the “Common Stock”).

     

    (e)CUSIP Number

     

    51655R101

     

    9

     

     

    Item 3.If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

     

    Not applicable.

     

    Item 4.Ownership.

     

    Beneficial ownership information is reported as of December 31, 2023.

     

    (a)Amount beneficially owned:
       
      0 for all Reporting Persons

     

    (b)Percent of class:
       
      0% for all Reporting Persons
       
      The percentages are based on 196,101,624 shares of Common Stock outstanding as of December 1, 2023, as disclosed in the Issuer’s prospectus filed on December 21, 2023.

     

    (c)Number of shares as to which the person has:

     

    (i)Sole power to vote or to direct the vote:
       
      0 for all Reporting Persons

     

    (ii)Shared power to vote or to direct the vote:
       
      0 for all Reporting Persons

     

    (iii)Sole power to dispose or to direct the disposition of:
       
      0 for all Reporting Persons

     

    (iv)Shared power to dispose or to direct the disposition of:
       
      0 for all Reporting Persons

     

    Item 5.Ownership of Five Percent or Less of a Class.

     

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

     

    10

     

     

    Item 6.Ownership of More than Five Percent on Behalf of Another Person.

     

    Not applicable.

     

    Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

     

    Not applicable.

     

    Item 8.Identification and Classification of Members of the Group.

     

    Not applicable.

     

    Item 9.Notice of Dissolution of Group.

     

    Not applicable.

     

    Item 10.Certification.

     

    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

     

    [The remainder of this page is intentionally left blank.]

     

    11

     

     

    SIGNATURE

     

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

    Date: February 6, 2024

     

     APOLLO SPAC FUND I, L.P.
       
    By:Apollo SPAC Management I, L.P.,
      its investment manager
       
      By: Apollo SPAC Management I GP, LLC,
        its general partner
         
        By: /s/ William Kuesel

        Name: William Kuesel
        Title: Vice President

     

    APOLLO SPAC MANAGEMENT I, L.P.
      
     By:Apollo SPAC Management I GP, LLC,
      its general partner
       
      By: /s/ William Kuesel

      Name:William Kuesel
       Title:Vice President

     

     APOLLO SPAC MANAGEMENT I GP, LLC
     
     By:/s/ William Kuesel          

    Name:William Kuesel
     Title:Vice President

     

    APOLLO CAPITAL MANAGEMENT, L.P.
      
     By:Apollo Capital Management GP, LLC,
      its general partner
       
      By: /s/ William Kuesel

      Name:William Kuesel
       Title:Vice President

     

    12

     

     

     APOLLO CAPITAL MANAGEMENT GP, LLC
       
    By:/s/ William Kuesel       

    Name:William Kuesel
     Title:Vice President

     

    APOLLO MANAGEMENT HOLDINGS, L.P.
      
     By:Apollo Management Holdings GP, LLC,
      its general partner
       
      By: /s/ William Kuesel

      Name:William Kuesel
       Title:Vice President

     

    APOLLO MANAGEMENT HOLDINGS GP, LLC
       
    By:/s/ William Kuesel       

    Name:William Kuesel
     Title:Vice President

     

    13

     

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