--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-23-003310" form_type: "8-K" ticker: "LNZA" cik: "0001843724" company_name: "LanzaTech Global, Inc." filed_at: "2023-02-13T23:59:59+00:00" generated_at: "2026-06-19T16:44:51.279239+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # LanzaTech Global completes SPAC merger, begins trading under LNZA and LNZAW ## Summary - Business combination closed Feb 8, 2023; LanzaTech Global (LNZA, LNZAW) succeeds SPAC AMCI. - Legacy LanzaTech shares converted at 4.374677x; options and warrants adjusted similarly. - PIPE raised ~$185M from 11+ institutional investors at $10.00/share. - Forward purchase agreement to backstop redemptions: up to 10M shares; $152.4M in trust pre-close. - Lock-up for insiders: 1 year or $12/share trigger; employees 6 months. ## SEC filing metadata - accession: 0001628280-23-003310 - form_type: 8-K - ticker: LNZA - cik: 0001843724 - company_name: LanzaTech Global, Inc. - filed_at: 2023-02-13T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 5.06, 9.01, 5.02, 3.02, 4.01, 3.03, 5.01, 5.03, 5.05, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1843724/000162828023003310/0001628280-23-003310-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1843724/000162828023003310/amci-20230208.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-23-003310 - JSON: https://secwatch.observer/filing/0001628280-23-003310.json - Plain text: https://secwatch.observer/filing/0001628280-23-003310.txt ## Key facts - Executive change Jim Messina was appointed as Lead Independent Director at LanzaTech Global, Inc.. - Action: serves as lead independent director - Role: Lead Independent Director source text: Jim Messina serves as our lead independent director. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023003310/0001628280-23-003310-index.htm - Executive change Gary Rieschel was elected as Director at LanzaTech Global, Inc.. - Action: elected - Role: Director source text: • Two Class II directors: Barbara Byrne and Gary Rieschel. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023003310/0001628280-23-003310-index.htm - Executive change Jennifer Holmgren was elected as Director at LanzaTech Global, Inc.. - Action: elected - Role: Director source text: • Three Class I directors: Nigel Gormly, Jennifer Holmgren and Nimesh Patel. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023003310/0001628280-23-003310-index.htm - Executive change Jennifer Holmgren was appointed as Chair of the Board at LanzaTech Global, Inc.. - Action: serves as chair - Role: Chair of the Board source text: Dr. Holmgren serves as chair of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023003310/0001628280-23-003310-index.htm - Executive change Dorri McWhorter was elected as Director at LanzaTech Global, Inc.. - Action: elected - Role: Director source text: • Two Class III directors: Jim Messina and Dorri McWhorter. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023003310/0001628280-23-003310-index.htm - Executive change Nimesh Patel was elected as Director at LanzaTech Global, Inc.. - Action: elected - Role: Director source text: • Three Class I directors: Nigel Gormly, Jennifer Holmgren and Nimesh Patel. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023003310/0001628280-23-003310-index.htm - Executive change Nigel Gormly was elected as Director at LanzaTech Global, Inc.. - Action: elected - Role: Director source text: • Three Class I directors: Nigel Gormly, Jennifer Holmgren and Nimesh Patel. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023003310/0001628280-23-003310-index.htm - Executive change Jim Messina was elected as Director at LanzaTech Global, Inc.. - Action: elected - Role: Director source text: • Two Class III directors: Jim Messina and Dorri McWhorter. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023003310/0001628280-23-003310-index.htm - Executive change Barbara Byrne was elected as Director at LanzaTech Global, Inc.. - Action: elected - Role: Director source text: • Two Class II directors: Barbara Byrne and Gary Rieschel. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023003310/0001628280-23-003310-index.htm - Governance Changes LanzaTech Global, Inc.: Board adopted a new Code of Conduct and Ethics effective February 8, 2023 (effective 2023-02-08). - Change: code of ethics - Effective: 2023-02-08 source text: On February 8, 2023, the Board adopted a new Code of Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023003310/0001628280-23-003310-index.htm - Governance Changes LanzaTech Global, Inc.: Adoption of Second Amended and Restated Certificate of Incorporation in connection with the Business Combination. - Change: charter amendment source text: On the Closing Date, New LanzaTech amended and restated its existing amended and restated certificate of incorporation (the “Charter”). evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023003310/0001628280-23-003310-index.htm - Governance Changes LanzaTech Global, Inc.: AMCI ceased to be a shell company as a result of the Business Combination. - Change: shell status source text: As a result of the Business Combination, AMCI ceased to be a shell company upon the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023003310/0001628280-23-003310-index.htm - M&A Transactions LanzaTech Global, Inc. underwent a change of control involving AMCI Acquisition Corp. II (closed 2023-02-08). - Action: change of control - Counterparty: AMCI Acquisition Corp. II - Closing: 2023-02-08 source text: On February 8, 2023 (the “Closing Date”), AMCI Acquisition Corp. II, a Delaware corporation and our predecessor company (“AMCI”), consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023003310/0001628280-23-003310-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.