--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-23-009580" form_type: "8-K/A" ticker: "LNZA" cik: "0001843724" company_name: "LanzaTech Global, Inc." filed_at: "2023-03-28T23:59:59+00:00" generated_at: "2026-06-17T13:34:12.739810+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # LanzaTech Global files amended 8-K with audited FY2022 financials; issues 4.08M shortfall warrants ## Summary - Audited financials for AMCI and Legacy LanzaTech for 2022 and 2021; pro forma combined results for New LanzaTech for FY2022. - Issued 2,073,486 shortfall warrants to ACM and 2,010,000 to Vellar Opportunity Fund SPV LLC – Series 10 on March 27, 2023, at $10/share, expiring March 27, 2028. - Business combination closed Feb 8, 2023; Legacy LanzaTech became wholly owned subsidiary; share exchange ratio of 4.374677. - Ratification of a 'defective corporate act' under Delaware Section 204, with no further details in the filing excerpt. - Lock-up restrictions for insiders end one year from closing or when stock closes above $12.00 for 20 of 30 trading days. ## SEC filing metadata - accession: 0001628280-23-009580 - form_type: 8-K/A - ticker: LNZA - cik: 0001843724 - company_name: LanzaTech Global, Inc. - filed_at: 2023-03-28T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 8.01, 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/1843724/000162828023009580/0001628280-23-009580-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1843724/000162828023009580/amci-20230208.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-23-009580 - JSON: https://secwatch.observer/filing/0001628280-23-009580.json - Plain text: https://secwatch.observer/filing/0001628280-23-009580.txt ## Key facts - Executive change Jennifer Holmgren was appointed as Chair of the Board at LanzaTech Global, Inc.. - Action: appointed - Role: Chair of the Board source text: Dr. Holmgren serves as chair of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023009580/0001628280-23-009580-index.htm - Executive change Jim Messina was appointed as Lead Independent Director at LanzaTech Global, Inc.. - Action: appointed - Role: Lead Independent Director source text: Jim Messina serves as our lead independent director. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023009580/0001628280-23-009580-index.htm - Executive change Nimesh Patel was elected as Class I Director at LanzaTech Global, Inc.. - Action: elected - Role: Class I Director source text: Three Class I directors: Nigel Gormly, Jennifer Holmgren and Nimesh Patel. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023009580/0001628280-23-009580-index.htm - Executive change Jennifer Holmgren was elected as Class I Director at LanzaTech Global, Inc.. - Action: elected - Role: Class I Director source text: Three Class I directors: Nigel Gormly, Jennifer Holmgren and Nimesh Patel. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023009580/0001628280-23-009580-index.htm - Executive change Jim Messina was elected as Class III Director at LanzaTech Global, Inc.. - Action: elected - Role: Class III Director source text: Two Class III directors: Jim Messina and Dorri McWhorter. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023009580/0001628280-23-009580-index.htm - Executive change Barbara Byrne was elected as Class II Director at LanzaTech Global, Inc.. - Action: elected - Role: Class II Director source text: Two Class II directors: Barbara Byrne and Gary Rieschel. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023009580/0001628280-23-009580-index.htm - Executive change Dorri McWhorter was elected as Class III Director at LanzaTech Global, Inc.. - Action: elected - Role: Class III Director source text: Two Class III directors: Jim Messina and Dorri McWhorter. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023009580/0001628280-23-009580-index.htm - Executive change Nigel Gormly was elected as Class I Director at LanzaTech Global, Inc.. - Action: elected - Role: Class I Director source text: Three Class I directors: Nigel Gormly, Jennifer Holmgren and Nimesh Patel. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023009580/0001628280-23-009580-index.htm - Executive change Gary Rieschel was elected as Class II Director at LanzaTech Global, Inc.. - Action: elected - Role: Class II Director source text: Two Class II directors: Barbara Byrne and Gary Rieschel. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023009580/0001628280-23-009580-index.htm - Governance Changes LanzaTech Global, Inc.: AMCI ceased to be a shell company upon the Closing 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/1843724/000162828023009580/0001628280-23-009580-index.htm - Governance Changes LanzaTech Global, Inc.: Adopted the Second Amended and Restated Certificate of Incorporation. - 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/1843724/000162828023009580/0001628280-23-009580-index.htm - Governance Changes LanzaTech Global, Inc.: Board adopted a new Code of Conduct and Ethics applying to all employees, officers and directors (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/1843724/000162828023009580/0001628280-23-009580-index.htm - M&A Transactions LanzaTech Global, Inc. underwent a change of control involving LanzaTech NZ, Inc. (closed 2023-02-08). - Action: change of control - Counterparty: LanzaTech NZ, Inc. - Closing: 2023-02-08 source text: On February 8, 2023 (the “Closing Date”), AMCI, consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger (the “Closing”), dated as of March 8, 2022 (as amended on December 7, 2022, the “Merger Agreement”), by and among AMCI, AMCI Merger Sub, Inc. (“Merger Sub”) and Legacy LanzaTech. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023009580/0001628280-23-009580-index.htm - Material Agreements LanzaTech Global, Inc. entered into Registration Rights Agreement with AMCI, AMCI Sponsor II LLC, Legacy LanzaTech, and certain of the Legacy LanzaTech stockholders and AMCI stockholders. - Action: entry - Counterparty: AMCI, AMCI Sponsor II LLC, Legacy LanzaTech, and certain of the Legacy LanzaTech stockholders and AMCI stockholders source text: At the Effective Time, AMCI, AMCI Sponsor II LLC (the “Sponsor”), Legacy LanzaTech, and certain of the Legacy LanzaTech stockholders and AMCI stockholders entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which, among other things, such stockholders (i) were granted certain registration rights with respect to certain securities held by them, and (ii) are subject to certain restrictions on transfer with respect to their shares of New LanzaTech Common Stock and New LanzaTech warrants. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023009580/0001628280-23-009580-index.htm - Material Agreements LanzaTech Global, Inc. amended Letter Agreement with AMCI, AMCI Sponsor II LLC, and certain AMCI directors and officers. - Action: amendment - Counterparty: AMCI, AMCI Sponsor II LLC, and certain AMCI directors and officers source text: In addition, AMCI and the Sponsor and certain AMCI directors and officers (together the “AMCI Insiders”) agreed to amend the Letter Agreement evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023009580/0001628280-23-009580-index.htm - Material Agreements LanzaTech Global, Inc. entered into Lock-up Agreement with certain Legacy LanzaTech directors, officers, and employees. - Action: entry - Counterparty: certain Legacy LanzaTech directors, officers, and employees source text: At the Effective Time, certain Legacy LanzaTech directors, officers, and employees entered into a lock-up agreement (the “Lock-up Agreement”) restricting their ability to transfer certain securities. evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828023009580/0001628280-23-009580-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.