8-K: LanzaTech Global Appoints Jill Frizzley to Board, Delays Earnings Release Amid Strategic Review

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.

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

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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

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.

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

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."

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.

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.

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.

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.

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.

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

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.

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

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.

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.

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

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.

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.

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.