SCHEDULE: Khosla Ventures Boosts LanzaTech Stake to 64.2%

Khosla Ventures and Vinod Khosla have increased their beneficial ownership in LanzaTech Global, Inc. to 64.2% following preferred stock conversion and warrant issuance.

Summary

• Khosla Ventures and Vinod Khosla now beneficially own 11,478,998 shares of LanzaTech Global, Inc. Common Stock, representing 64.2% of the outstanding class as of January 29, 2026.
• This increase is primarily due to the conversion of 20,000,000 shares of Series A Convertible Senior Preferred Stock into 3,250,322 shares of Common Stock on January 21, 2026.
• Additionally, a warrant to purchase 7,800,000 shares of Common Stock was issued on January 21, 2026, to LanzaTech Global SPV, LLC, an entity controlled by an existing investor.
• The warrant has an exercise price of $0.0000001 per share.
• The calculation of the percentage is based on 2,320,216 shares outstanding as of November 13, 2025, plus the newly converted shares, warrant shares, and 4,510,968 shares issued to non-affiliated investors on January 21, 2026.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive development due to strong investor commitment, but tempered by significant dilution and increased ownership concentration, which could impact minority shareholders.

Positives

• Increased commitment from a significant institutional investor (Khosla Ventures) and its principal (Vinod Khosla) signals confidence in LanzaTech's long-term prospects.
• The conversion of preferred stock simplifies the capital structure by reducing the number of preferred shares.
• The extremely low exercise price of $0.0000001 for the warrant indicates a deep in-the-money position for the holder, which could lead to future capital infusion upon exercise.

Negatives

• Significant dilution for existing common stockholders due to the conversion of preferred stock and the potential exercise of the warrant.
• Increased concentration of ownership, with Vinod Khosla holding a controlling stake of 64.2%, which could impact corporate governance and minority shareholder influence.

Risks

• Dilution Risk: The conversion of preferred stock and the issuance of a warrant to purchase 7,800,000 shares of Common Stock at a nominal price ($0.0000001 per share) significantly increases the total outstanding shares, potentially diluting the value of existing common stock.
• Concentration of Ownership: Vinod Khosla's beneficial ownership of 64.2% grants substantial control over LanzaTech Global, Inc., which could influence strategic decisions and corporate governance in ways that may not always align with the interests of all minority shareholders.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from LanzaTech Global, Inc. It primarily details past transactions affecting ownership.

Industry Context

StockSavvy.ai notes that increased insider or significant investor ownership, especially from a prominent venture capital firm like Khosla Ventures, can be interpreted as a strong vote of confidence in a company's technology and market potential, particularly in the cleantech or biotechnology sectors where LanzaTech operates. However, such a concentrated stake also raises questions about governance and potential conflicts of interest.

Comparison to Industry Standards

• StockSavvy.ai observes that while significant insider ownership is common in early-stage or high-growth companies, a 64.2% stake by a single investor group like Vinod Khosla and Khosla Ventures is substantial.
• This level of control is more typical of private companies or those with a strong founder-led structure, rather than widely held public companies.
• Compared to other publicly traded cleantech companies where institutional ownership is often more diversified, LanzaTech's ownership structure now leans heavily towards a single influential entity, which could be seen as both a strength (strong backing) and a potential concern (limited minority shareholder influence).

Related Party Transactions

• The warrant was issued to LanzaTech Global SPV, LLC, an entity controlled by an existing investor (the "Preferred Stockholder"), suggesting a transaction with a related party.

Stakeholder Impact

• Shareholders: Existing common shareholders face significant dilution from the conversion of preferred stock and the potential exercise of the warrant. The increased control by Vinod Khosla and Khosla Ventures may reduce the influence of minority shareholders.
• Company (LanzaTech Global, Inc.): The transactions indicate continued financial backing and commitment from a major investor, which can be positive for stability and future growth initiatives.

Key Dates

Recommendation

The increased beneficial ownership by Khosla Ventures and Vinod Khosla, reaching a controlling 64.2%, signals strong confidence from a key institutional investor. This commitment is a positive indicator for LanzaTech's long-term strategy and stability. However, the underlying transactions involve substantial dilution from preferred stock conversion and warrant issuance, which could pressure the common stock price. While the strong backing is reassuring, the immediate dilution and increased concentration of control warrant a 'hold' recommendation, advising investors to monitor the company's performance and the implications of this concentrated ownership before making further investment decisions.

Keywords

LanzaTech Global, Khosla Ventures, Vinod Khosla, Schedule 13D, beneficial ownership, preferred stock conversion, warrant, common stock, dilution, corporate governance, institutional investor