LNZA
Lanzatech Global, INC
NASDAQ
8-K: LanzaTech Global Amends Preferred Stock and Warrant Agreements, Extends Key Financing and Approval Deadlines
Sentiment:
Amendment to Financing Agreement
3 June 2025 6:20 AM
LanzaTech Global, Inc. has amended its Series A Convertible Senior Preferred Stock Purchase Agreement and related documents, extending deadlines for warrant issuance, stockholder approvals, and a crucial subsequent financing, while clarifying preferred stock terms and redemption triggers.
Delay expected
The date for the Company to issue and sell warrants was extended from May 31, 2025, to immediately prior to the consummation of a Subsequent Financing or Other Financing (if by May 7, 2026).
The deadline for the Company to deliver written consent of BGTF Aggregator LP was extended to June 6, 2025.
The deadline for the Company to convene a meeting of its stockholders to obtain Requisite Stockholder Approvals was extended to no later than 75 days following the Closing Date (May 7, 2025), or 90 days if the SEC reviews the proxy statement.
The deadline for the Company to consummate the Subsequent Financing was extended to no later than 45 days following receipt of the Requisite Stockholder Approvals.
The obligation to file the Registration Statement by June 6, 2025, was waived, with a new deadline set for the earlier of 45 calendar days following receipt of Requisite Stockholder Approvals or 10 business days following the issuance of Warrant Shares.
Worse than expected
The need for multiple deadline extensions (warrant issuance, BGTF consent, stockholder meeting, subsequent financing) suggests the company is facing challenges in executing its financing plan as initially envisioned.
The potential 100:1 reverse stock split indicates a significantly depressed stock price, which is generally a negative signal to the market.
The Subsequent Financing price of $0.05 per share is substantially lower than the preferred stock's original issue price of $2.00, implying significant dilution for common shareholders.
The extremely low warrant exercise price ($0.0000001) also points to substantial potential dilution.
The mandatory redemption trigger if BGTF consent is not obtained by June 6, 2025, highlights a critical, near-term financial risk.
Capital raise
The company previously issued and sold 20,000,000 shares of Series A Convertible Senior Preferred Stock for an aggregate purchase price of $40,000,000 to LanzaTech Global SPV, LLC.
The company is planning a 'Subsequent Financing' to issue Common Stock to accredited investors, aiming to raise between $35,000,000 and $60,000,000 at a price of $0.05 per share.
The company will issue warrants to purchase 780,000,000 shares of common stock at an exercise price of $0.0000001 per share, contingent on stockholder approvals and the Subsequent Financing.
Summary
- LanzaTech Global, Inc. (LNZA) has entered into Amendment No. 1 to its Series A Convertible Senior Preferred Stock Purchase Agreement with LanzaTech Global SPV, LLC, an entity controlled by an existing investor.
- The amendment extends the deadline for the Company to issue warrants to the Purchaser for an aggregate of 780,000,000 shares of common stock at an exercise price of $0.0000001 per share. This issuance is now tied to the consummation of a Subsequent Financing or Other Financing, provided it occurs by May 7, 2026.
- The deadline for obtaining written consent from BGTF Aggregator LP has been extended to June 6, 2025; failure to secure this consent will trigger a mandatory redemption event for the Series A Preferred Stock.
- The Company's deadline to convene a stockholder meeting for Requisite Stockholder Approvals (including approval for common stock issuance upon preferred stock conversion and warrant exercise, and a potential 100:1 reverse stock split) has been extended to no later than 75 days following May 7, 2025, or 90 days if the SEC reviews the preliminary proxy statement.
- The deadline for consummating the Subsequent Financing, which aims to raise between $35,000,000 and $60,000,000 at $0.05 per share, has been extended to no later than 45 days after receiving the Requisite Stockholder Approvals.
- The Amended and Restated Certificate of Designation for the Series A Convertible Senior Preferred Stock (20,000,000 shares issued at $2.00 per share) clarifies its senior ranking, 8% cumulative preferential dividends (accruing quarterly and added to liquidation value), and conversion rights.
- Holders of Series A Preferred Stock have significant protective provisions, including the right to elect one director and negative covenants requiring their consent for major corporate actions like other financings, charter amendments, and material asset sales.
- The Purchaser also waived the Company's obligation to file the Registration Statement by June 6, 2025, with a new deadline set for the earlier of 45 days post-Requisite Stockholder Approvals or 10 business days post-Warrant Shares issuance.
Sentiment
Score: 3
Explanation: The filing indicates ongoing challenges in securing necessary approvals and completing financing, evidenced by multiple deadline extensions. The terms of the planned subsequent financing and warrants suggest significant potential dilution for existing common shareholders, and a critical near-term condition (BGTF consent) poses a mandatory redemption risk.
Positives
- Extensions provide the company more time to secure necessary stockholder approvals and complete the Subsequent Financing, potentially avoiding immediate default on certain obligations.
- The Series A Preferred Stock terms include an 8% cumulative preferential dividend, providing a fixed return for the investor.
- The preferred stock has strong protective provisions, including senior ranking in liquidation, significant voting rights (Series A Director election), and negative covenants, which protect the investor's position.
Negatives
- The need for multiple deadline extensions suggests potential challenges in securing stockholder approvals or completing the Subsequent Financing as initially planned.
- Failure to obtain BGTF Aggregator LP consent by June 6, 2025, triggers a mandatory redemption event for the Series A Preferred Stock, indicating a critical short-term condition and potential financial strain.
- The potential 100:1 reverse stock split, if approved, often signals a low stock price and can be perceived negatively by the market, potentially impacting investor confidence.
- The Subsequent Financing price of $0.05 per share is significantly lower than the preferred stock's original issue price of $2.00 per share, indicating substantial dilution for existing common shareholders if the financing occurs.
- The exercise price of the warrants ($0.0000001 per share) is extremely low, implying significant potential dilution from warrant exercise.
Risks
- Failure to Obtain Stockholder Approvals: The Company requires 'Requisite Stockholder Approvals' for the issuance of Common Stock upon conversion of Preferred Stock, exercise of Warrants, and the Subsequent Financing, as well as a potential reverse stock split. Failure to obtain these approvals could jeopardize the financing and warrant issuance.
- Failure to Obtain BGTF Aggregator LP Consent: Not obtaining this consent by June 6, 2025, triggers a mandatory redemption event for the Series A Preferred Stock, which could lead to significant financial strain or default.
- Inability to Consummate Subsequent Financing: The Company needs to raise $35,000,000 to $60,000,000 through a Subsequent Financing. Failure to do so could impact its capital position and operations.
- Dilution Risk: The issuance of 780,000,000 Warrant Shares at an extremely low exercise price ($0.0000001) and the Subsequent Financing at $0.05 per share pose significant potential dilution to existing common shareholders.
- Liquidation and Redemption Risks: The Series A Preferred Stock has strong liquidation preferences and mandatory redemption triggers (e.g., Change of Control, Liquidation Event, Insufficient Capitalization Event, Uncured Company Breach), which could lead to significant payouts to preferred holders in adverse scenarios, potentially at the expense of common shareholders.
- Regulatory Review Risk: SEC review of the preliminary proxy statement could further delay the stockholder meeting and subsequent financing.
Future Outlook
The company is working to secure necessary stockholder approvals and complete a significant subsequent financing round to bolster its capital. The successful execution of these steps, including obtaining the BGTF Aggregator LP consent and Requisite Stockholder Approvals, is crucial for the issuance of warrants and the overall financial stability and capital structure adjustments.
Management Comments
- The Company and the Purchaser mutually agreed to extend the date for the Company to issue and sell warrants.
- The Company agreed to file the Registration Statement no later than the earlier of (i) 45 calendar days following receipt of the Requisite Stockholder Approvals and (ii) 10 business days following the issuance of the Warrant Shares.
Industry Context
This filing primarily concerns corporate financing and governance adjustments rather than operational or industry-specific developments. It reflects a company seeking to secure its financial foundation and manage its capital structure, which is a common activity across various industries, especially for growth-stage or capital-intensive companies. The terms of the financing and the need for a reverse stock split suggest the company is navigating a challenging financial environment.
Stakeholder Impact
- Shareholders (Common Stock): Significant potential dilution from the issuance of 780,000,000 warrant shares at an extremely low exercise price ($0.0000001) and the Subsequent Financing at $0.05 per share. A potential 100:1 reverse stock split could also impact per-share metrics and market perception.
- Preferred Shareholders (LanzaTech Global SPV, LLC): Their investment is protected by senior ranking, an 8% cumulative dividend, significant voting rights (Series A Director), and strong negative covenants requiring their consent for major corporate actions. They also have mandatory redemption rights under specific adverse conditions.
- Creditors: The senior ranking of the Series A Preferred Stock means preferred holders would be paid before common shareholders in a liquidation event, but after other creditors. Mandatory redemption events could impact the company's liquidity.
Next Steps
- Obtain written consent from BGTF Aggregator LP by June 6, 2025.
- Convene a meeting of stockholders to obtain Requisite Stockholder Approvals (including for common stock issuance, warrant exercise, and a potential 100:1 reverse stock split) by approximately July 21, 2025 (or later if SEC reviews proxy statement).
- Consummate the Subsequent Financing (raising $35,000,000-$60,000,000) no later than 45 days following receipt of Requisite Stockholder Approvals.
- Issue warrants for 780,000,000 shares of common stock upon satisfaction of Conditions to Exercise (Requisite Stockholder Approvals and Financing).
- File a Registration Statement for resale of Preferred Common Shares and Warrant Shares no later than the earlier of 45 calendar days following Requisite Stockholder Approvals or 10 business days following Warrant Shares issuance.
Related Party Transactions
- The Series A Convertible Senior Preferred Stock was issued to LanzaTech Global SPV, LLC, an entity controlled by an existing investor.
- The Purchaser (LanzaTech Global SPV, LLC) holds 100% of the Series A Preferred Shares outstanding and is the counterparty to the amendments and waivers.
Key Dates
- 2025-05-07: Original Closing Date for Series A Convertible Senior Preferred Stock Purchase Agreement; Initial Issue Date for Preferred Stock.
- 2025-05-31: Original deadline for warrant issuance (waived); Date of Waiver Agreement.
- 2025-06-02: Date of Amendment No. 1 to Purchase Agreement; Date of Amended and Restated Certificate of Designation.
- 2025-06-06: New deadline for BGTF Aggregator LP consent; Original deadline for filing Registration Statement (waived).
- 2025-07-21: Approximate extended deadline for convening Stockholder Meeting (75 days following May 7, 2025), or 90 days if SEC reviews proxy statement.
- 2026-05-07: Latest date for warrant issuance (if Financing occurs).
- N/A: Extended deadline for consummating Subsequent Financing: no later than 45 days following receipt of Requisite Stockholder Approvals.
Keywords
LanzaTech Global, LNZA, SEC Filing, 8-K, Preferred Stock, Convertible Preferred Stock, Warrants, Stockholder Approval, Capital Raise, Financing, Dilution, Corporate Governance, Risk Management, Nasdaq, Reverse Stock Split
LNZA
Lanzatech Global, INC
NASDAQ
Sector: Industrials
Filings with Classifications
Better than expected
23 June 2025 5:27 PM
Management Change
- The explicit statement that the Chief Accounting Officer's resignation was not due to any disagreement with the company on financial reporting, operations, policies, or practices is a positive indicator, suggesting a smooth and amicable transition rather than a contentious departure.
- The immediate assumption of the principal accounting officer role by the existing Chief Financial Officer demonstrates a clear and efficient succession plan, minimizing potential disruption.
Worse than expected
18 June 2025 8:10 PM
Proxy Statement
- The proposed 100-for-1 reverse stock split is typically a measure taken by companies with a low stock price, often to avoid delisting from exchanges like Nasdaq, which can signal underlying financial or operational challenges.
- The request to increase authorized shares by over 300% (from 600 million to 2.58 billion) and to approve large equity issuances under Nasdaq rules 5635(b) and (d) strongly suggests an intent for significant future dilution, which is generally negative for existing shareholders.
Capital raise
18 June 2025 8:10 PM
Proxy Statement
- The proposal to increase authorized common stock from 600,000,000 to 2,580,000,000 provides the company with significantly more shares to issue for future capital raises.
- The request for approval under Nasdaq Listing Rule 5635(b) and (d) explicitly mentions the issuance of shares upon conversion of Series A Convertible Senior Preferred Stock, the exercise of a warrant to purchase 780,000,000 shares, and in connection with a 'Financing,' all of which are mechanisms for raising capital or significant equity transactions.
Capital raise
18 June 2025 4:09 PM
Proxy Statement
- On May 7, 2025, LanzaTech issued and sold 20,000,000 shares of Series A Convertible Senior Preferred Stock to LanzaTech Global SPV, LLC (controlled by Khosla Ventures) for an aggregate purchase price of $40 million.
- The company agreed to issue a warrant to the Purchaser to buy 780,000,000 shares of Common Stock at an exercise price of $0.0000001 per share, contingent on stockholder approvals and a subsequent financing.
- LanzaTech is obligated to use reasonable best efforts to consummate a 'Subsequent Financing' by selling Common Stock to accredited investors at $0.05 per share (subject to adjustment), aiming to raise between $35 million and $60 million.
- The 'Subsequent Financing' must be consummated no later than 45 days following receipt of the Requisite Stockholder Approvals.
- The company may also pursue an 'Other Financing' with the consent of the Majority Holders of Preferred Stock, in lieu of the 'Subsequent Financing'.
Worse than expected
18 June 2025 4:09 PM
Proxy Statement
- The company's stock price has fallen below Nasdaq's $1.00 minimum bid price requirement, indicating poor market performance and triggering a delisting threat.
- The necessity for a 100-for-1 reverse stock split highlights a significant decline in share value.
- The proposed capital raise, including the issuance of a warrant and a subsequent financing, will result in an estimated 853.6% dilution of existing common stock, indicating a distressed need for capital at a very low valuation ($0.05 per share pre-split).
- The company explicitly states it cannot assure sufficient liquidity to make a mandatory redemption payment for the Preferred Stock if stockholder approvals are not obtained, signaling severe financial strain.
- The company has consistently reported significant net losses, with 2024's net loss at $(137.70) million, showing a lack of profitability and increasing losses over the past three years.
Worse than expected
6 June 2025 6:20 AM
Material Definitive Agreement and Management Change
- The interest rates on the extended loan period significantly increase to 8% and then 12% per annum, which will lead to higher interest expenses compared to the original terms (though the original rate is not specified, an increase is implied by the new rates being stated for the extension).
- The amended terms are conditional and will revert to original, potentially less favorable, terms if the company fails to consummate subsequent financing or convert Series A Preferred Stock, indicating a contingent and potentially unstable financial arrangement.
Capital raise
6 June 2025 6:20 AM
Material Definitive Agreement and Management Change
- The document refers to the "Series A Convertible Senior Preferred Stock Purchase Agreement" and mentions that the amended loan terms will revert to original if the "Series A Convertible Senior Preferred Stock of the Purchaser is not converted to common equity."
- It also states that the amended terms will revert if the Company does not consummate a "Subsequent Financing or an Other Financing (each as defined in the Certificate of Designation)." This implies a future capital raise is anticipated or required.
Worse than expected
3 June 2025 6:20 AM
Amendment to Financing Agreement
- The need for multiple deadline extensions (warrant issuance, BGTF consent, stockholder meeting, subsequent financing) suggests the company is facing challenges in executing its financing plan as initially envisioned.
- The potential 100:1 reverse stock split indicates a significantly depressed stock price, which is generally a negative signal to the market.
- The Subsequent Financing price of $0.05 per share is substantially lower than the preferred stock's original issue price of $2.00, implying significant dilution for common shareholders.
- The extremely low warrant exercise price ($0.0000001) also points to substantial potential dilution.
- The mandatory redemption trigger if BGTF consent is not obtained by June 6, 2025, highlights a critical, near-term financial risk.
Capital raise
3 June 2025 6:20 AM
Amendment to Financing Agreement
- The company previously issued and sold 20,000,000 shares of Series A Convertible Senior Preferred Stock for an aggregate purchase price of $40,000,000 to LanzaTech Global SPV, LLC.
- The company is planning a 'Subsequent Financing' to issue Common Stock to accredited investors, aiming to raise between $35,000,000 and $60,000,000 at a price of $0.05 per share.
- The company will issue warrants to purchase 780,000,000 shares of common stock at an exercise price of $0.0000001 per share, contingent on stockholder approvals and the Subsequent Financing.
Delay expected
3 June 2025 6:20 AM
Amendment to Financing Agreement
- The date for the Company to issue and sell warrants was extended from May 31, 2025, to immediately prior to the consummation of a Subsequent Financing or Other Financing (if by May 7, 2026).
- The deadline for the Company to deliver written consent of BGTF Aggregator LP was extended to June 6, 2025.
- The deadline for the Company to convene a meeting of its stockholders to obtain Requisite Stockholder Approvals was extended to no later than 75 days following the Closing Date (May 7, 2025), or 90 days if the SEC reviews the proxy statement.
- The deadline for the Company to consummate the Subsequent Financing was extended to no later than 45 days following receipt of the Requisite Stockholder Approvals.
- The obligation to file the Registration Statement by June 6, 2025, was waived, with a new deadline set for the earlier of 45 calendar days following receipt of Requisite Stockholder Approvals or 10 business days following the issuance of Warrant Shares.
Better than expected
29 May 2025 5:24 PM
Executive Leadership Update
- The company anticipates annual cost reductions of approximately $1 million, which is a positive financial outcome.
- The appointment of a permanent CFO, Sushmita Koyanagi, is framed as completing a previously announced search and bringing extensive experience, suggesting a positive step for financial leadership.
- The strategic focus on sustainable aviation fuel (SAF) production indicates a clear direction towards a high-growth, high-impact market.
Worse than expected
19 May 2025 7:16 AM
Quarterly Report
- The company's revenue decreased by 7.4% compared to the same period last year.
- The company has substantial doubt about its ability to continue as a going concern.
- The company's existing cash and short-term debt securities are projected to be insufficient to fund operations through the next twelve months.
Capital raise
19 May 2025 7:16 AM
Quarterly Report
- The company entered into a Series A Convertible Senior Preferred Stock Purchase Agreement for $40 million on May 7, 2025.
- The company is pursuing a subsequent financing to sell common stock for between $35 million and $60 million.
Worse than expected
19 May 2025 7:05 AM
Earnings Press Release
- The company's revenue decreased compared to the same quarter last year.
- The company's adjusted EBITDA loss increased compared to the same quarter last year.
- The company's cash position has significantly decreased.
- Management expresses doubt about the company's ability to continue as a going concern.
Capital raise
19 May 2025 7:05 AM
Earnings Press Release
- The company closed $40 million of preferred equity capital in May of 2025.
- The company's ability to attract new investors and raise substantial additional financing to fund its operations and/or execute on its other strategic options is uncertain.
Capital raise
12 May 2025 10:12 AM
Amendment to Beneficial Ownership Report
- Issuance and sale of 20,000,000 shares of Series A Convertible Senior Preferred Stock for an aggregate purchase price of $40,000,000 to an entity controlled by certain Reporting Persons.
- Agreement to issue Warrants to purchase 780,000,000 shares of Common Stock by May 31, 2025, at an exercise price of $0.0000001 per share.
- Commitment to use reasonable best efforts to consummate a 'Subsequent Financing' of Common Stock to accredited investors at $0.05 per share, aiming to raise between $35,000,000 and $60,000,000, contingent on stockholder approvals.
Worse than expected
12 May 2025 10:12 AM
Amendment to Beneficial Ownership Report
- The planned 'Subsequent Financing' at $0.05 per share (pre-reverse split) implies a very low valuation for the common stock, which is significantly worse than what existing shareholders would typically expect.
- The necessity of a reverse stock split, often a measure to avoid delisting or to make shares more appealing at a higher nominal price, generally signals underlying financial weakness and is perceived negatively by the market.
- The massive potential dilution from the 780,000,000 warrants at a nominal exercise price, combined with the preferred stock conversion, indicates a substantial transfer of value and control to the new investor at the expense of existing common shareholders.
Capital raise
9 May 2025 7:02 AM
8-K Filing
- The company is raising $40 million through a Series A Convertible Senior Preferred Stock Purchase Agreement.
- The company is planning a subsequent financing of $35 million to $60 million at $0.05 per share.
Worse than expected
9 May 2025 7:02 AM
8-K Filing
- The company is undertaking a workforce reduction, which may indicate financial difficulties.
- The company is raising capital at a low valuation, which may indicate financial difficulties.
- The company is issuing warrants with a very low exercise price, which may indicate financial difficulties.
Worse than expected
30 April 2025 4:45 PM
Form 10-K/A Amendment
- The company received a non-binding proposal from Carbon Direct Capital to acquire all of the outstanding shares of the company's common stock for $0.02 per share, which is significantly below the market value of the stock prior to the announcement.
- No cash bonus payouts were made to any of the named executive officers with respect to fiscal year 2024.
Worse than expected
15 April 2025 4:45 PM
Annual Results
- The company's revenue decreased by 21% to $49.6 million in 2024, compared to $62.6 million in 2023.
- The company incurred net losses of $137.7 million in 2024 and $134.1 million in 2023, with an accumulated deficit of $969.6 million as of December 31, 2024.
Capital raise
15 April 2025 4:45 PM
Annual Results
- The company is evaluating options to enhance its liquidity position with financing.
- The company is pursuing capital raising, partnership or asset-related opportunities, and other strategic options.
- The company received a non-binding proposal from Carbon Direct Capital to acquire all of the outstanding shares of the Company's common stock for $0.02 per share.
Capital raise
15 April 2025 4:19 PM
Earnings Press Release
- LanzaTech is evaluating liquidity enhancing initiatives, including capital raising, partnership or asset-related opportunities, and other strategic options.
Delay expected
15 April 2025 4:19 PM
Earnings Press Release
- Several large biorefining projects experienced timing delays during 2024, impacting revenue recognition.
Worse than expected
15 April 2025 4:19 PM
Earnings Press Release
- The company's revenue decreased compared to the previous year.
- The company's net loss increased compared to the previous year.
- The company's adjusted EBITDA loss increased compared to the previous year.
Capital raise
4 April 2025 10:19 AM
Schedule 13D Amendment
- The Buyer Group previously financed LanzaTech with a $40,150,000 convertible promissory note on August 5, 2024.
- The Buyer Group states it will "fully finance the Transaction" and that "there will be no financing condition."
- The Buyer Group is "prepared to extend the Company financing on mutually agreed terms to complete the Transaction."
- The Buyer Group believes LanzaTech requires "substantial supplemental growth capital in the near term," which they believe "can only be accomplished in private markets."
Worse than expected
4 April 2025 10:19 AM
Schedule 13D Amendment
- The proposed acquisition price of $0.02 per share is explicitly stated to be "below the current market price," indicating a significant negative outcome for existing shareholders.
- The Buyer Group's letter expresses "extreme concern" that the alternative to their offer is a "bankruptcy process where 100% of stockholder value and a major portion of the creditors investments will be lost."
- The Buyer Group believes the market has not yet "fully reflected the dire nature of the Company's financial position."
Capital raise
29 March 2025 12:40 AM
Beneficial Ownership Disclosure
- Carbon Direct Fund II Blocker I LLC entered into a Convertible Note Purchase Agreement with LanzaTech Global, Inc. on August 5, 2024.
- Under this agreement, LanzaTech Global, Inc. agreed to issue and sell convertible promissory notes with an aggregate principal amount of at least $40,150,000 to the Fund.
- The 44,968,002 shares beneficially owned by the Reporting Persons include Common Stock that the Fund may acquire upon conversion, exercise, or exchange of these derivative securities, indicating a future potential conversion of debt into equity.
Worse than expected
26 March 2025 5:00 PM
Form 8-K
- The delay in the earnings release and 10-K filing is worse than expected, as it indicates potential financial or operational challenges.
- The need to pursue capital raising suggests that the company's financial position may be weaker than anticipated.
Delay expected
26 March 2025 5:00 PM
Form 8-K
- The company will be filing a Notification of Late Filing on Form 12b-25 with the Securities and Exchange Commission with respect to its Annual Report on Form 10-K for the year ended 2024.
- The company will not release its fourth quarter of 2024 and full-year 2024 earnings disclosures, nor host its previously announced March 31, 2025, earnings conference call.
Capital raise
26 March 2025 5:00 PM
Form 8-K
- LanzaTech is pursuing capital raising, partnership or asset-related opportunities, and other potential transactions.
- The Company has engaged Rothschild & Co as its financial advisor and investment banker to support the evaluation and execution of various strategic options.
Worse than expected
19 March 2025 5:28 PM
8-K Filing
- The company's stock price has fallen below the minimum bid price required by Nasdaq, indicating a negative trend.
Delay expected
4 March 2025 4:46 PM
8-K Filing
- The fourth quarter and full-year 2024 earnings release and conference call have been rescheduled to March 31, 2025.
Capital raise
21 January 2025 8:53 PM
Current Report
- LanzaTech intends to spin out LanzaX from its core biorefining business as a joint venture with Tharsis Capital LLC.
- Tharsis Capital will assist the Company on the proposed spin-out of LanzaX and to help explore potential investment opportunities for this business unit.
- Tharsis Capital and other shareholders to contribute cash sufficient for the joint venture to reach profitability.
Delay expected
8 November 2024 8:32 AM
Quarterly Report
- The sequential decrease in revenue was driven by a timing delay in LanzaJet signing its next sublicensing agreement, which was expected to result in approximately $8.0 million of licensing revenue during third-quarter 2024.
Worse than expected
8 November 2024 8:32 AM
Quarterly Report
- The company's revenue was significantly lower than expected due to a delay in a key sublicensing agreement.
- The company's net loss and adjusted EBITDA loss were also worse than the previous quarter and the same quarter last year.
Capital raise
8 November 2024 8:29 AM
Quarterly Report
- The company entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc., allowing it to sell up to $100 million of common stock.
- The company issued $40.2 million of convertible notes and may seek additional financing under the Convertible Note Purchase Agreement.
Worse than expected
8 November 2024 8:29 AM
Quarterly Report
- The company's revenue decreased by 49% year-over-year, indicating a significant underperformance compared to expectations.
- The net loss increased by 127% year-over-year, suggesting a deterioration in profitability.
- The increase in other expenses, net, due to changes in the fair value of financial instruments, further contributed to the worse-than-expected results.
Worse than expected
10 October 2024 7:52 AM
Current Report
- The acceleration of the forward purchase agreement requires an immediate payment of $10.039 million, which is a negative development.
Capital raise
10 October 2024 7:52 AM
Current Report
- LanzaTech intends to raise a maximum of $150 million in financing.
- This includes the $40.15 million already raised from an accredited investor.
- The company has no current plans to raise additional financing through an issuance of debt or equity that has not been disclosed.
Capital raise
8 October 2024 4:59 PM
Corporate Action
- The company has entered into a Convertible Note Purchase Agreement to raise up to $150 million.
- $40.15 million of convertible notes were issued on August 6, 2024.
- The increase in authorized shares is to facilitate the conversion of these notes into common stock.
Worse than expected
9 September 2024 2:24 PM
Definitive Proxy Statement
- The company needs to increase its authorized shares to meet its obligations under the Convertible Notes, indicating a potential shortfall in its current capital structure.
Capital raise
9 September 2024 2:24 PM
Definitive Proxy Statement
- The company entered into a Convertible Note Purchase Agreement with an accredited investor to sell and issue up to an aggregate principal amount of $150.0 million of convertible notes.
- On August 6, 2024, the company issued and sold $40.15 million of Convertible Notes to the Investor pursuant to the Convertible Note Purchase Agreement.
- The Convertible Notes are subject to mandatory conversion into shares of the Company's common stock upon the completion by the Company of an equity financing prior to the Maturity Date that results in the Company receiving minimum gross proceeds in an amount that is equal to the greater of (i) $40.0 million and (ii) 50% of the total principal amount under the outstanding Convertible Notes immediately following the final closing under the Convertible Note Purchase Agreement (a Qualified Equity Financing).
Worse than expected
8 August 2024 6:16 AM
Quarterly Report
- The company reported a net loss of $27.8 million in Q2 2024.
Capital raise
8 August 2024 6:16 AM
Quarterly Report
- LanzaTech entered into an At Market Issuance Sales Agreement with B. Riley Securities to potentially sell up to $100 million in common stock.
- LanzaTech issued $40.2 million of Convertible Notes as part of a private placement transaction, with potential for up to $150 million in total.
- The Convertible Notes bear interest at 8.00% per annum and are subject to mandatory conversion upon completion of a Qualified Equity Financing.
Capital raise
8 August 2024 6:12 AM
Debt Financing Announcement
- The document details a convertible note purchase agreement for up to $150 million.
- The initial closing resulted in the issuance of $40.15 million in convertible notes.
- The notes are convertible into common stock under certain conditions, including a qualified equity financing.
- The company is required to seek stockholder approval for conversions exceeding 19.9% of outstanding common stock.
Better than expected
8 August 2024 6:08 AM
Quarterly Report
- The company's revenue of $17.4 million exceeded its previously disclosed expectations of 20% to 40% growth.
Capital raise
8 August 2024 6:08 AM
Quarterly Report
- LanzaTech secured a $40 million investment from Carbon Direct Capital through a convertible note.
- The convertible note purchase agreement contemplates one or more closings for up to $150 million of Convertible Notes.
- LanzaTech continues to seek additional financing under the Convertible Note Purchase Agreement from certain accredited investors.
Worse than expected
26 July 2024 4:55 PM
Current Report
- The company is facing a legal dispute and potential financial obligations due to the accelerated maturity date of the forward purchase agreement.
Better than expected
9 May 2024 7:05 AM
Quarterly Report
- The company's net loss improved significantly compared to the same period last year.
- The company's revenue increased by 6% year-over-year.
- The company's cost of revenue decreased by 13% year-over-year.
- The company's selling, general, and administrative expenses decreased by 34% year-over-year.
Capital raise
9 May 2024 7:05 AM
Quarterly Report
- The company entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc. on May 9, 2024, which allows the company to offer and sell shares of its common stock up to an aggregate offering price of $100 million.
- The company is evaluating several financing alternatives to enhance its liquidity position, including the sale of securities, the incurrence of debt, or other financing alternatives.
Capital raise
9 May 2024 7:01 AM
Quarterly Report
- LanzaTech has entered into an At Market Issuance Sales Agreement with B. Riley Securities, allowing the company to offer and sell up to $100 million of its common stock.
- The company has also filed a universal shelf registration statement on Form S-3, including a new $100 million At-the-Market (ATM) facility.
- LanzaJet is in the process of raising approximately $100 million in investment capital.
Worse than expected
29 April 2024 5:06 PM
Definitive Proxy Statement
- The company's revenue of $62.6 million fell short of the projected guidance of $80M-$120M.
- The adjusted EBITDA loss of $(80.1) million was worse than the estimated guidance of $(55) million to $(65) million.
Worse than expected
29 February 2024 5:22 PM
Annual Results
- The company's net loss increased significantly from $76.4 million in 2022 to $134.1 million in 2023, indicating worse than expected financial performance.
Capital raise
29 February 2024 5:22 PM
Annual Results
- The company may require additional financing to fund its operations and complete the development and commercialization of its process technologies.
- The company may sell additional equity or convertible debt securities, which would result in dilution to existing stockholders.
Worse than expected
28 February 2024 6:06 AM
Annual Results
- The company's full-year 2023 net loss was significantly higher than the previous year, indicating worse than expected financial performance.
- The company's adjusted EBITDA for 2023 was below guidance, indicating worse than expected profitability.
- The company does not expect to achieve positive Adjusted EBITDA by the end of 2024, indicating a longer path to profitability than previously anticipated.
Delay expected
28 February 2024 6:06 AM
Annual Results
- The company's project pipeline remains robust, but the delay in timing to first achieve positive Adjusted EBITDA is driven by an elongation of the project development life cycle.
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