EX-FILING FEES 2 exhibit107-resalesx1.htm EX-FILING FEES
Exhibit 107
Calculation of Filing Fee Tables
Form S-1
(Form Type)
LanzaTech Global Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities

| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Share | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee(2) | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial effective date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
Primary Offering
Fees to Be Paid | Equity | Common stock underlying AM Warrant(3) | 457(g) | 300,000 | $10.00(4) | $3,000,000 | 0.00011020 | $331 |  |  |  |
Fees to Be Paid | Equity | Common stock underlying Brookfield SAFE(5) | 457(g) | 5,000,000 | $10.00(6) | $50,000,000 | 0.00011020 | $5,510 |  |  |  |
Fees to Be Paid | Equity | Common stock underlying Private Placement Warrants(7) | 457(g) | 4,774,276 | $11.50(8) | $54,904,174 | 0.00011020 | $6,051 |  |  |  |
Fees to Be Paid | Equity | Common stock underlying Public Warrants(9) | 457(g) | 7,494,514 | $11.50(10) | $86,186,911 | 0.00011020 | $9,498 |  |  |  |
Fees to Be Paid | Equity | Common stock, par value $0.0001 per share(11) | 457(c) | 1,680,683 | $7.80(12) | $13,109,328 | 0.00011020 | $1,445 |  |  |  |
Secondary Offering
Fees to Be Paid | Equity | Common stock underlying AM Warrant(3) | 457(g) | 300,000 | $10.00(4) | $3,000,000 | 0.00011020 | $331 |  |  |  |
Fees to Be Paid | Equity | Common stock underlying Brookfield SAFE(5) | 457(g) | 5,000,000 | $10.00(6) | $50,000,000 | 0.00011020 | $5,510 |  |  |  |
Fees to Be Paid | Equity | Common stock underlying Private Placement Warrants(7) | 457(g) | 4,774,276 | $11.50(8) | $54,904,174 | 0.00011020 | $6,051 |  |  |  |
Fees to Be Paid | Equity | Private Placement Warrants to purchase common stock(13) | 457(g) | 4,774,276 | $11.50(8) | — | 0.00011020 | — |  |  |  |
Fees to Be Paid | Equity | Common stock, par value $0.0001 per share(14) | 457(c) | 188,744,247 | $7.80(12) | $1,472,205,127 | 0.00011020 | $162,238 |  |  |  |
| Total Offering Amounts |  |  |  | $1,787,309,714 |  |  |  |
| Total Fees Previously Paid |  |  |  | — |  |  |  |
| Total Fee Offsets |  |  |  | — |  |  |  |
| Net Fee Due |  |  |  | $196,965 |  |  |  |

(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)Calculated pursuant to Rule 457 under the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.00011020.
(3)Represents 300,000 shares of common stock issuable upon the exercise of a warrant held by ArcelorMittal XCarb S. à r.l., dated December 8, 2021 (the “AM Warrant”) at the equivalent to a price of $10.00 per share.
(4)Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, based on the exercise price applicable to shares issuable upon the exercise of the AM Warrant.
(5)Represents 5,000,000 shares of common stock issuable upon the conversion of that certain Simple Agreement for Future Equity between BGTF LT Aggregator LP and LanzaTech NZ, Inc., dated October 3, 2022 (the “Brookfield SAFE”) at the equivalent to a price of $10.00 per share.
(6)Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, based on the equivalent to the conversion price applicable to shares issuable upon the conversion of the Brookfield SAFE.
(7)Represents 4,774,276 shares of common stock issuable upon the exercise of private placement warrants (the “Private Placement Warrants”) originally issued in a private placement to AMCI Sponsor II LLC in connection with the initial public offering (“IPO”) of AMCI Acquisition Corp. II (“AMCI”) or thereafter at a price of $1.00 per warrant.
(8)Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, based on the exercise price applicable to shares issuable upon the exercise of the Private Placement Warrants.
(9)Represents 7,494,514 shares of common stock that are issuable upon the exercise of public warrants (the “Public Warrants) originally issued in connection with the AMCI IPO as units of AMCI at a price of $10.00 per unit, with each unit consisting of one ordinary share and one-half of one warrant.
(10)Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, based on the exercise price applicable to shares issuable upon the exercise of the Public Warrants.
(11)Represents 1,680,683 shares of common stock underlying options issued to certain holders under our incentive plans (the “Options”).
(12)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 of the Securities Act, based on the average of the high and low prices of the Common Stock on The Nasdaq Capital Market on February 10, 2023.
(13)Represents 4,774,276 Private Placement Warrants.
(14)Represents 188,744,247 shares of common stock offered for resale, which consists of (i) up to 18,500,000 shares of common stock issued on February 8, 2023 in a private placement pursuant to subscription agreements, dated March 8, 2022, October 18, 2022, February 1, 2023, and February 6, 2023 (each as amended, as applicable), at a price of $10.00 per share, (ii) up to 2,164,839 shares of common stock held by certain selling stockholders, (iii) up to 1,680,683 shares of common stock underlying the Options held by certain selling stockholders, (iv) up to 5,916,514 shares of common stock purchased by certain selling stockholders subject to that certain forward purchase agreement by and between the Company, ACM ARRT H LLC, and the other parties thereto, and (v) up to 160,482,211 shares of common stock, required to be registered pursuant to that certain Registration Rights Agreement, dated February 8, 2023, by and among us and certain of the selling stockholders.