LanzaTech Global Inc SEC Filings

LanzaTech Global, Inc. entered into a securities purchase agreement with institutional investors for a registered direct offering of 2,000,000 shares of common stock at $10.00 per share, for gross proceeds of $20.0 million before fees and expenses. The shares are being issued under an effective Form S-3 shelf registration statement, and the offering is expected to close on May 18, 2026, with net proceeds intended for general corporate purposes.

The company also amended a prior PIPE subscription agreement with LanzaTech Global SPV, LLC, which had included a private placement of 1,000,000 shares at $10.00 per share and the right to purchase additional shares up to an aggregate $20,000,000. The amendment lowers the cash balance threshold that conditions certain additional share purchases from $40,000,000 to $30,000,000.

LanzaTech Global, Inc. is offering 2,000,000 shares of common stock at $10.00 per share in a registered direct placement to institutional investors pursuant to a Securities Purchase Agreement and this prospectus supplement. Delivery is expected on or about May 18, 2026.

The placement agent fee is $0.65 per share. Gross proceeds to the Company are $20,000,000 and estimated net proceeds are approximately $18,330,000, after fees and estimated offering expenses. The summary capitalization context uses 10,089,163 shares outstanding as of March 31, 2026 (plus a 1,000,000-share private subscription issued May 13, 2026). The filing also discloses a warrant to LT Global for 7,800,000 shares exercisable through December 31, 2030 and rights under a Subscription Agreement to require issuance of additional shares up to $20,000,000 prior to May 13, 2027.

LanzaTech Global, Inc. is offering 2,000,000 shares of common stock at $10.00 per share in a registered direct placement to institutional investors pursuant to a Securities Purchase Agreement and this prospectus supplement. Delivery is expected on or about May 18, 2026.

The placement agent fee is $0.65 per share. Gross proceeds to the Company are $20,000,000 and estimated net proceeds are approximately $18,330,000, after fees and estimated offering expenses. The summary capitalization context uses 10,089,163 shares outstanding as of March 31, 2026 (plus a 1,000,000-share private subscription issued May 13, 2026). The filing also discloses a warrant to LT Global for 7,800,000 shares exercisable through December 31, 2030 and rights under a Subscription Agreement to require issuance of additional shares up to $20,000,000 prior to May 13, 2027.

LanzaTech Global, Inc. disclosure: Novo Holdings A/S reports beneficial ownership of 158,148 shares of LanzaTech common stock, representing 1.6% of the class. The filing lists Novo Holdings A/S's Denmark address and notes ownership falls under "Ownership of 5 Percent or Less of a Class."

LanzaTech Global, Inc. disclosure: Novo Holdings A/S reports beneficial ownership of 158,148 shares of LanzaTech common stock, representing 1.6% of the class. The filing lists Novo Holdings A/S's Denmark address and notes ownership falls under "Ownership of 5 Percent or Less of a Class."

LanzaTech Global, Inc. reported a narrower net loss and a strengthened balance sheet for the quarter ended March 31, 2026. Revenue rose to $12,020 thousand from $9,483 thousand, driven mainly by higher engineering services and grant-funded work, while research and development and selling, general and administrative expenses declined sharply.

Net loss improved to $14,679 thousand and operating cash outflow was $9,268 thousand. Cash, cash equivalents and restricted cash increased to $23,766 thousand, supported by a $20,000 thousand January 2026 private placement and conversion of preferred stock into common equity, which shifted shareholders’ equity from a deficit to positive $48,059 thousand.

The company settled its Forward Purchase Agreement liabilities, continues to carry an $11,000 thousand Brookfield Loan at fair value, and recorded a $4,549 thousand loss from its LanzaJet equity method investment. Management acknowledges historical losses but, considering recent financings and cost reductions, concludes it has sufficient liquidity for at least the next twelve months.

LanzaTech Global, Inc. reported a narrower net loss and a strengthened balance sheet for the quarter ended March 31, 2026. Revenue rose to $12,020 thousand from $9,483 thousand, driven mainly by higher engineering services and grant-funded work, while research and development and selling, general and administrative expenses declined sharply.

Net loss improved to $14,679 thousand and operating cash outflow was $9,268 thousand. Cash, cash equivalents and restricted cash increased to $23,766 thousand, supported by a $20,000 thousand January 2026 private placement and conversion of preferred stock into common equity, which shifted shareholders’ equity from a deficit to positive $48,059 thousand.

The company settled its Forward Purchase Agreement liabilities, continues to carry an $11,000 thousand Brookfield Loan at fair value, and recorded a $4,549 thousand loss from its LanzaJet equity method investment. Management acknowledges historical losses but, considering recent financings and cost reductions, concludes it has sufficient liquidity for at least the next twelve months.

LanzaTech Global reported improving first-quarter 2026 results while strengthening its balance sheet and addressing prior going concern uncertainty. Revenue rose to $12.0 million from $9.5 million, driven mainly by higher engineering and other services revenue. Net loss narrowed to $14.7 million from $19.2 million, and Adjusted EBITDA loss improved to $7.9 million from $30.5 million, reflecting significant cost reductions, including a 59% year-over-year decline in operating expenses to $13.5 million.

The company completed $20.0 million of common equity financing in January 2026 and a further $10 million equity subscription in May 2026, with rights for up to an additional $20 million through May 2027. Management concluded these financings, together with cost optimization, alleviate previously disclosed substantial doubt about its ability to continue as a going concern for the next twelve months. As of March 31, 2026, total cash and restricted cash were $23.8 million, up from $17.1 million at year-end 2025.

LanzaTech Global reported improving first-quarter 2026 results while strengthening its balance sheet and addressing prior going concern uncertainty. Revenue rose to $12.0 million from $9.5 million, driven mainly by higher engineering and other services revenue. Net loss narrowed to $14.7 million from $19.2 million, and Adjusted EBITDA loss improved to $7.9 million from $30.5 million, reflecting significant cost reductions, including a 59% year-over-year decline in operating expenses to $13.5 million.

The company completed $20.0 million of common equity financing in January 2026 and a further $10 million equity subscription in May 2026, with rights for up to an additional $20 million through May 2027. Management concluded these financings, together with cost optimization, alleviate previously disclosed substantial doubt about its ability to continue as a going concern for the next twelve months. As of March 31, 2026, total cash and restricted cash were $23.8 million, up from $17.1 million at year-end 2025.

LanzaTech Global, Inc. ownership update: Guardians of New Zealand Superannuation reports beneficial ownership of 1,302,492 shares of Common Stock, representing 12.9% of the class. The percentage uses 10,089,163 outstanding common shares as of April 28, 2026 per the issuer's proxy statement.

The filing is an amendment (Schedule 13G/A) signed by an authorized signatory on May 11, 2026 and discloses sole voting and dispositive power over the reported shares.

LanzaTech Global, Inc. ownership update: Guardians of New Zealand Superannuation reports beneficial ownership of 1,302,492 shares of Common Stock, representing 12.9% of the class. The percentage uses 10,089,163 outstanding common shares as of April 28, 2026 per the issuer's proxy statement.

The filing is an amendment (Schedule 13G/A) signed by an authorized signatory on May 11, 2026 and discloses sole voting and dispositive power over the reported shares.

LanzaTech Global, Inc. furnished an investor presentation outlining its business, project pipeline, cost structure reset and liquidity plans. The company highlights six commercial plants that have produced over 60 million gallons of ethanol and a first ethanol-to-SAF plant with 10 million gallons per year capacity. 2025 revenue is shown at $57 million, with a model shifting toward higher-margin, recurring royalties and product revenue as more facilities deploy.

The presentation emphasizes a structural cost reset, with SG&A and R&D reduced by more than 50% exiting 2025 and operating expenses falling from $68 million in H1 2025 to $36 million in H2 2025. Management describes operating burn as more than 60% lower than 2024 and a post-2025 cost base that is largely fixed. On capital, the company notes a $20 million raise completed in January 2026, targeted funding of about $35 million in Q3, roughly $20 million expected from a final investment decision in Q4, and an at-the-market facility for additional flexibility, alongside resolution of major litigation matters and elimination of the FPA/Vellar structure with a cited $34–35 million impact.

LanzaTech Global, Inc. furnished an investor presentation outlining its business, project pipeline, cost structure reset and liquidity plans. The company highlights six commercial plants that have produced over 60 million gallons of ethanol and a first ethanol-to-SAF plant with 10 million gallons per year capacity. 2025 revenue is shown at $57 million, with a model shifting toward higher-margin, recurring royalties and product revenue as more facilities deploy.

The presentation emphasizes a structural cost reset, with SG&A and R&D reduced by more than 50% exiting 2025 and operating expenses falling from $68 million in H1 2025 to $36 million in H2 2025. Management describes operating burn as more than 60% lower than 2024 and a post-2025 cost base that is largely fixed. On capital, the company notes a $20 million raise completed in January 2026, targeted funding of about $35 million in Q3, roughly $20 million expected from a final investment decision in Q4, and an at-the-market facility for additional flexibility, alongside resolution of major litigation matters and elimination of the FPA/Vellar structure with a cited $34–35 million impact.

LanzaTech Global, Inc. is asking stockholders to elect two Class III directors, ratify BDO as its new independent auditor, and approve 2025 executive pay at a fully virtual 2026 annual meeting.

The proxy details an auditor change from Deloitte, whose 2024 and 2025 reports included an explanatory paragraph about substantial doubt regarding LanzaTech’s ability to continue as a going concern. It also discloses previously identified material weaknesses in internal control over financial reporting tied to complex accounting, significant estimates and strained finance staffing, though these did not require restatements. The filing outlines non-employee director cash fees, severance paid to former executives, and a pay-versus-performance table showing compensation actually paid moving with cumulative total stockholder return and net losses, including a net loss of $49.0 million in 2025.

LanzaTech Global, Inc. is asking stockholders to elect two Class III directors, ratify BDO as its new independent auditor, and approve 2025 executive pay at a fully virtual 2026 annual meeting.

The proxy details an auditor change from Deloitte, whose 2024 and 2025 reports included an explanatory paragraph about substantial doubt regarding LanzaTech’s ability to continue as a going concern. It also discloses previously identified material weaknesses in internal control over financial reporting tied to complex accounting, significant estimates and strained finance staffing, though these did not require restatements. The filing outlines non-employee director cash fees, severance paid to former executives, and a pay-versus-performance table showing compensation actually paid moving with cumulative total stockholder return and net losses, including a net loss of $49.0 million in 2025.

LanzaTech Global, Inc. changed its independent auditor, dismissing Deloitte & Touche LLP and appointing BDO USA, P.C. as auditor for the year ending December 31, 2026. Deloitte’s prior reports for 2025 and 2024 included an explanatory paragraph expressing substantial doubt about LanzaTech’s ability to continue as a going concern.

The company also reiterates that it previously identified material weaknesses in internal control over financial reporting, including issues with complex transactions, revenue recognition, and multiple components of the COSO Internal Control – Integrated Framework. LanzaTech and its Audit Committee discussed these weaknesses with Deloitte and authorized full cooperation with BDO.

LanzaTech Global, Inc. changed its independent auditor, dismissing Deloitte & Touche LLP and appointing BDO USA, P.C. as auditor for the year ending December 31, 2026. Deloitte’s prior reports for 2025 and 2024 included an explanatory paragraph expressing substantial doubt about LanzaTech’s ability to continue as a going concern.

The company also reiterates that it previously identified material weaknesses in internal control over financial reporting, including issues with complex transactions, revenue recognition, and multiple components of the COSO Internal Control – Integrated Framework. LanzaTech and its Audit Committee discussed these weaknesses with Deloitte and authorized full cooperation with BDO.

LanzaTech Global, Inc. reports another year of heavy losses and liquidity strain in its annual report for the year ended December 31, 2025. The company recorded a net loss of $49.0 million and operating cash outflows of $64.9 million, leaving cash and cash equivalents of $13.2 million and an accumulated deficit of $1,018.6 million.

Management discloses substantial doubt about LanzaTech’s ability to continue as a going concern and states that continuing operations depend on executing its business plan, raising significant additional capital and/or other strategic options. To bolster liquidity after year‑end, the company completed a $20.0 million private placement in January 2026, converted all outstanding Series A Convertible Senior Preferred Stock into 3,250,322 common shares and issued a warrant to purchase 7,800,000 common shares at a nominal exercise price.

LanzaTech positions itself as a carbon management and gas fermentation technology platform, with six commercial plants that have produced over 139 million gallons of fuel‑grade ethanol and a large intellectual property portfolio. It also holds a significant equity stake in LanzaJet, though its fully diluted ownership declined to approximately 45.6% in February 2026 following a Series A financing at LanzaJet.

LanzaTech Global, Inc. reports another year of heavy losses and liquidity strain in its annual report for the year ended December 31, 2025. The company recorded a net loss of $49.0 million and operating cash outflows of $64.9 million, leaving cash and cash equivalents of $13.2 million and an accumulated deficit of $1,018.6 million.

Management discloses substantial doubt about LanzaTech’s ability to continue as a going concern and states that continuing operations depend on executing its business plan, raising significant additional capital and/or other strategic options. To bolster liquidity after year‑end, the company completed a $20.0 million private placement in January 2026, converted all outstanding Series A Convertible Senior Preferred Stock into 3,250,322 common shares and issued a warrant to purchase 7,800,000 common shares at a nominal exercise price.

LanzaTech positions itself as a carbon management and gas fermentation technology platform, with six commercial plants that have produced over 139 million gallons of fuel‑grade ethanol and a large intellectual property portfolio. It also holds a significant equity stake in LanzaJet, though its fully diluted ownership declined to approximately 45.6% in February 2026 following a Series A financing at LanzaJet.