---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-26-003163"
form_type: "8-K"
ticker: "LNZA"
cik: "0001843724"
company_name: "LanzaTech Global, Inc."
filed_at: "2026-01-23T23:59:59+00:00"
generated_at: "2026-05-16T08:30:53.784971+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# LanzaTech raises $20M in PIPE; preferred stock converts to common shares

## Summary
- Raised $20M from PIPE: 4,000,000 shares at $5.00 each plus 510,968 bonus shares to institutional investors.
- Existing Series A preferred stock (20M shares) automatically converted into 3,250,322 common shares upon PIPE closing.
- Warrant issued to preferred stockholder for 7,800,000 common shares at $0.0000001, exercisable through Dec 31, 2026.
- Largest investor can appoint a board observer if it maintains 50% of its subscribed shares.
- Registration rights waiver extends filing deadline to 60 business days after warrant issuance.

## SEC filing metadata
- accession: 0001628280-26-003163
- form_type: 8-K
- ticker: LNZA
- cik: 0001843724
- company_name: LanzaTech Global, Inc.
- filed_at: 2026-01-23T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1843724/000162828026003163/0001628280-26-003163-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1843724/000162828026003163/amci-20260121.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-26-003163
- JSON: https://secwatch.observer/filing/0001628280-26-003163.json
- Plain text: https://secwatch.observer/filing/0001628280-26-003163.txt

## Key facts
- Equity Issuances
  LanzaTech Global, Inc. issued preferred stock to LanzaTech Global SPV, LLC for mandatory conversion and elimination of redemption provisions.
  - Security: preferred stock
  - Purchaser: LanzaTech Global SPV, LLC
  - Consideration: mandatory conversion and elimination of redemption provisions
  source text: the Company filed a Second Amended and Restated Certificate of Designation of Series A Convertible Senior Preferred Stock
  evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828026003163/0001628280-26-003163-index.htm
- Equity Issuances
  LanzaTech Global, Inc. issued 4,000,000 Subscribed Shares and 510,968 Bonus Shares of common stock to certain existing and new institutional investors for $5.00 per share, $20,000,000 aggregate gross proceeds.
  - Security: common stock
  - Shares: 4,000,000 Subscribed Shares and 510,968 Bonus Shares
  - Purchaser: certain existing and new institutional investors
  - Consideration: $5.00 per share, $20,000,000 aggregate gross proceeds
  source text: the Company issued and sold a total of 4,000,000 Subscribed Shares to the Investors at a per share purchase price of $5.00
  evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828026003163/0001628280-26-003163-index.htm
- Equity Issuances
  LanzaTech Global, Inc. issued 3,250,322 shares of Common Stock of common stock to LanzaTech Global SPV, LLC for mandatory conversion of preferred stock.
  - Security: common stock
  - Shares: 3,250,322 shares of Common Stock
  - Purchaser: LanzaTech Global SPV, LLC
  - Consideration: mandatory conversion of preferred stock
  source text: all outstanding shares of the Preferred Stock were automatically converted into the Conversion Shares as of the Closing Date
  evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828026003163/0001628280-26-003163-index.htm
- Equity Issuances
  LanzaTech Global, Inc. issued warrant to purchase 7,800,000 shares of Common Stock of warrant to LanzaTech Global SPV, LLC for exercise price equal to $0.0000001 per share.
  - Security: warrant
  - Shares: warrant to purchase 7,800,000 shares of Common Stock
  - Purchaser: LanzaTech Global SPV, LLC
  - Consideration: exercise price equal to $0.0000001 per share
  source text: and new institutional investors (the “Investors”), pursuant to which the Investors purchased, in private placements, shares (the “Subscribed Shares”) of common stock, par value $0.0000001 per share (“Common Stock”), of the Company, for cash. Pursuant to the Subscription Agreements, on the Closing Date, the Company issued and sold a total of 4,000,000 Subscribed
  evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828026003163/0001628280-26-003163-index.htm
- Governance Changes
  LanzaTech Global, Inc.: filed a Second Amended and Restated Certificate of Designation of Series A Convertible Senior Preferred Stock to provide for mandatory conversion, eliminate mandatory redemption, and make technical changes (effective 2026-01-21).
  - Change: charter amendment
  - Effective: 2026-01-21
  source text: On the Closing Date, the Company filed a Second Amended and Restated Certificate of Designation of Series A Convertible Senior Preferred Stock (the “A&R CoD”) with the Office of the Secretary of State of the State of Delaware.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828026003163/0001628280-26-003163-index.htm
- Material Agreements
  LanzaTech Global, Inc. entered into Subscription Agreements with certain existing and new institutional investors valued at $20,000,000 (effective 2026-01-21).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain existing and new institutional investors
  - Value: $20,000,000
  - Effective: 2026-01-21
  source text: On January 21, 2026 (the “Closing Date”) LanzaTech Global, Inc. (the “Company”) entered into subscription agreements (“Subscription Agreements”) with certain existing and new institutional investors (the “Investors”), pursuant to which the Investors purchased, in private placements, shares (the “Subscribed Shares”) of common stock, par value $0.0000001 per share (“Common Stock”), of the Company, for cash.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828026003163/0001628280-26-003163-index.htm
- Material Agreements
  LanzaTech Global, Inc. entered into Waiver Agreement with the Preferred Stockholder (effective 2026-01-21).
  - Action: entry
  - Counterparty: the Preferred Stockholder
  - Effective: 2026-01-21
  source text: On the Closing Date, the Company and the Preferred Stockholder entered into a Waiver Agreement (the “Waiver Agreement”), pursuant to which the Preferred Stockholder waived the obligation of the Company under the Registration Rights Agreement, dated as of May 7, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Registration Rights Agreement”), between the Company and the Preferred Stockholder, to file a registration statement with respect to certain shares of Common Stock (the “Registration Statement”) no later than 10 business days following the issuance of the Warrant Shares, and the Company agreed to file the Registration Statement no later than 60 business days following the issuance to the Preferred Stockholder of the Warrant Shares.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1843724/000162828026003163/0001628280-26-003163-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.