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                                February 27, 2023

       Jennifer Holmgren
       Chief Executive Officer
       LanzaTech Global, Inc.
       8045 Lamon Avenue, Suite 400
       Skokie, Illinois 60077

                                                        Re: LanzaTech Global,
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed February 13,
2023
                                                            File No. 333-269735

       Dear Jennifer Holmgren:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1, Filed February 13, 2023

       Prospectus Summary, page 1

   1.                                                   For each of the shares
being registered for resale, disclose the price that the selling
                                                        securityholders paid
for such shares and securities overlying such shares.
   2.                                                   Disclose that cash
proceeds associated with the exercises of the warrants are dependent on
                                                        the stock price in the
prospectus summary, risk factors, MD&A and use of proceeds
                                                        section. As applicable,
describe the impact on your liquidity and update the discussion on
                                                        the ability of your
company to fund your operations on a prospective basis with your
                                                        current cash on hand.
   3.                                                   Revise your prospectus
to disclose the price that each selling securityholder paid for the
                                                        securities being
registered for resale. Highlight any differences in the current trading
 Jennifer Holmgren
FirstName
LanzaTechLastNameJennifer Holmgren
           Global, Inc.
Comapany27,
February   NameLanzaTech
            2023         Global, Inc.
February
Page 2 27, 2023 Page 2
FirstName LastName
         price, the prices that the Sponsor, private placement investors, PIPE
investors and other
         selling securityholders acquired their shares and warrants, and the
price that the public
         securityholders acquired their shares and warrants. Please also
disclose the potential profit
         the selling securityholders will earn based on the current trading
price. We note you
         disclose that certain selling securityholders may receive up to
approximately $14.8 million
         in the aggregate from sales of their shares, please revise to also
address all other selling
         securityholders as well. Lastly, please include appropriate risk
factor disclosure.
Risk Factors, page 7

4.       Include an additional risk factor highlighting the negative pressure
potential sales of
         shares pursuant to this registration statement could have on the
public trading price of the
         common stock. To illustrate this risk, disclose the purchase price of
the securities being
         registered for resale and the percentage that these shares currently
represent of the total
         number of shares outstanding.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 66

5.       In light of the significant number of redemptions and the unlikelihood
that the company
         will receive significant proceeds from exercises of the warrants
because of the disparity
         between the exercise price of the warrants and the current trading
price of the common
         stock, expand your discussion of capital resources to address any
changes in the
         company   s liquidity position since the business combination. If the
company is likely to
         have to seek additional capital, discuss the effect of this offering
on the company   s ability
         to raise additional capital.
6.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of the company   s common stock.
7.       We note that your forward purchase agreement provides an investor with
the right to sell
         back shares to the company at a fixed price three years after the
closing date of the
         business combination. Please revise to discuss the risks that this
agreement may pose to
         other holders if you are required to buy back the shares of your
common stock as
         described therein, in which case the investor would keep the
prepayment amount. We also
         note that the investor is entitled to certain consideration at the end
of the three-year term.
         Discuss how such forced purchases and this other required
consideration would impact the
         cash you have available for other purposes and to execute your
business strategy.
General

8.       Please conform the disclosures in your Form S-1, related to your
operations in China, with
         the disclosures in your amended Form S-4 (File No. 333-264811), taking
into
         consideration our comment 6 in our letter dated November 27, 2022.
 Jennifer Holmgren
LanzaTech Global, Inc.
February 27, 2023
Page 3

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Margaret Schwartz at 202-551-7153 or Celeste Murphy at
202-551-3257
with any other questions.



                                                           Sincerely,

FirstName LastNameJennifer Holmgren                        Division of
Corporation Finance
                                                           Office of Industrial
Applications and
Comapany NameLanzaTech Global, Inc.
                                                           Services
February 27, 2023 Page 3
cc:       Kerry Burke, Esq.
FirstName LastName