{"url_path":"/sec/lnzaw/8-k/2026-05-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1843724/0001628280-26-035797-index.html","accession_number":"0001628280-26-035797","cik":"0001843724","ticker":"LNZA","issuer_name":"LanzaTech Global, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1843724/0001628280-26-035797-index.html","primary_entity_key":"0001843724","primary_entity_name":"LanzaTech Global, Inc."},"word_count":691,"has_tables":true,"body_markdown":"Item 1.01 Entry into a Material Definitive Agreement.\n\nSecurities Purchase Agreement\n\nOn May 15, 2026, LanzaTech Global, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investors (together, the “Investors”), providing for the issuance and sale by the Company of an aggregate of 2,000,000 shares (the “Shares”) of the Company’s common stock, $0.0000001 par value per share (the “Common Stock”). The Shares were offered and sold for a purchase price of $10.00 per Share for gross proceeds of $20.0 million, before deducting placement agent fees and other offering expenses.\n\nThe Shares were offered in a registered direct offering (the “Offering”) pursuant to an effective shelf registration statement on Form S-3 (File No. 333-279239) (the “Registration Statement”) and a related prospectus supplement filed with the Securities and Exchange Commission.\n\nThe Offering is expected to close on May 18, 2026, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the Offering for general corporate purposes.\n\nThe Securities Purchase Agreement contains customary representations, warranties and covenants, of the Company and the Investors and other obligations of the parties. The Company also agreed to indemnify the Investors against liabilities under the Securities Act of 1933, as amended, and for certain losses arising as a result of a breach of the representations, warranties and covenants contained in the Securities Purchase Agreement. The representations, warranties and covenants contained therein were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the contracting parties.\n\nThe foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof.\n\nThe following exhibits are filed with this Current Report on Form 8-K and are incorporated by reference herein and into the Registration Statement: (i) the Securities Purchase Agreement and (ii) the legal opinion of Simpson Thacher & Bartlett LLP, relating to the validity of the issuance and sale of the Shares in the Offering.\n\nPIPE Subscription Agreement Amendment\n\nAs previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, on May 10, 2026, the Company and LanzaTech Global SPV, LLC (“LT Global”) entered into a subscription agreement (the “Subscription Agreement”), pursuant to which LT Global purchased on May 13, 2026, in a private placement, 1,000,000 shares of Common Stock at a per share purchase price of $10.00 (the “Purchase Price”). The Subscription Agreement also provided that each of LT Global and the Company shall have the right from time to time, upon written notice to the other, to require the issuance and purchase of a number of additional shares of Common Stock at the Purchase Price for an aggregate purchase price of up to $20,000,000 (the “Full Additional Shares Amount”) at any time and from time to time prior to May 13, 2027, subject to the terms and conditions set forth in the Subscription Agreement. In addition, in order for the Company to require the purchase of additional shares with a value in excess of $10,000,000, the Company must establish that it had less than $40,000,000 of cash on its balance sheet as of the last day of the most recently ended calendar month (the “Cash Requirement”). The Subscription Agreement also provided LT Global with certain consent rights with respect to future financings by the Company.\n\nOn May 15, 2026, LT Global consented to the Offering and in connection therewith, the Company and LT Global entered into an amendment to the Subscription Agreement (the “Amendment”), which both lowered the Cash Requirement from $40,000,000 to $30,000,000 and provided that such Cash Requirement will apply with respect to the Full Additional Shares Amount.\n\nThe foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is being filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.\n\n2"}