LanzaTech's ownership in LanzaJet drops to ~46% after Series A investment and exchange

LanzaTech Global, Inc.

LanzaTech invested $2.0M for 455,522 Series A Preferred shares at $4.390563 each.
Exchanged 60,316,250 LanzaJet common shares for Class C common shares on a 1:1 basis.
Ownership of LanzaJet common stock reduced from ~53% to ~46% on a fully diluted basis.
Third A&R Stockholders' Agreement executed; Company designates one director and chairperson while owning ≥5%.
Series A Transaction had an initial closing effective February 11, 2026.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

LanzaTech Global, Inc. amended Third Amended and Restated Stockholders’ Agreement with LanzaJet, Inc. and certain stockholders of LanzaJet valued at Amends and restates prior stockholders' agreement to reflect issuance of Series A Preferred Stock, m (effective 2026-02-11).

Action: amendment
Counterparty: LanzaJet, Inc. and certain stockholders of LanzaJet
Value: Amends and restates prior stockholders' agreement to reflect issuance of Series A Preferred Stock, m
Effective: 2026-02-11

Exact text from the filing

Effective February 11, 2026, LanzaJet, the Company, and certain other stockholders of LanzaJet, including certain of the Series A Investors, entered into a Third Amended and Restated Stockholders’ Agreement (the “Third A&R LanzaJet Stockholders’ Agreement”), which amended and restated that certain Second Amended and Restated Stockholders’ Agreement, dated as of October 16, 2025, to reflect the issuance of the Series A Preferred Stock and the admission of additional stockholders as parties thereto, and to modify certain governance, transfer and other provisions in connection with the Series A Transaction.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

LanzaTech Global, Inc. entered into Series A Preferred Stock Purchase and Exchange Agreement with LanzaJet, Inc. and the Series A Investors valued at Purchase of 455,522 shares of Series A Preferred Stock for $2.0 million and exchange of 60,316,250 s (effective 2026-02-11).

Action: entry
Agreement: equity purchase
Counterparty: LanzaJet, Inc. and the Series A Investors
Value: Purchase of 455,522 shares of Series A Preferred Stock for $2.0 million and exchange of 60,316,250 s
Effective: 2026-02-11

Exact text from the filing

On February 11, 2026, LanzaTech, Inc., a wholly owned subsidiary of LanzaTech Global, Inc. (“LanzaTech Global” and, together with LanzaTech, Inc., the “Company”), entered into a Series A Preferred Stock Purchase and Exchange Agreement (the “LanzaJet Series A Stock Purchase Agreement”) with LanzaJet, Inc. (“LanzaJet”) and the investors party thereto (the “Series A Investors”).

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LanzaTech Global, Inc. filing history →

Source: SEC EDGAR

accession 0001628280-26-009171

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