LanzaTech Global, Inc. 8-K

What Happened

• LanzaTech Global filed an 8-K reporting that its subsidiary participated in a Series A Stock Purchase and Exchange Agreement with LanzaJet, Inc. The Initial Closing was effective February 11, 2026.
• At the Initial Closing LanzaTech purchased 455,522 shares of LanzaJet Series A Preferred Stock at $4.390563 per share for an aggregate $2.0 million, and exchanged 60,316,250 shares of LanzaJet common stock for 60,316,250 shares of newly created Class C common stock.
• LanzaJet filed a Fifth Amended and Restated Certificate of Incorporation to authorize the Series A Preferred Stock and Class C Common Stock and to set their rights and preferences.

Key Details

• Purchase: 455,522 shares of Series A Preferred Stock at $4.390563/share — total $2.0 million (Initial Closing on Feb 11, 2026).
• Share exchange: 60,316,250 LanzaJet common shares converted 1:1 into Class C common shares.
• Ownership impact: LanzaTech’s fully diluted ownership in LanzaJet fell from ~53% (Dec 2025) to ~46% after the Series A Transaction (assuming full conversion of outstanding convertible securities).
• Governance: Parties entered a Third Amended & Restated Stockholders’ Agreement creating a seven‑member LanzaJet board; LanzaTech retains the right to designate one director (and the board chair) while it holds at least 5% fully diluted.

Why It Matters

• This is a material financing and recapitalization of LanzaJet that changes LanzaTech’s percentage ownership and governance structure while preserving a board seat and chair designation.
• For investors, the filing signals a $2.0M cash investment and dilution of LanzaTech’s stake to ~46% on a fully diluted basis; LanzaTech continues to account for its LanzaJet investment using the equity method. The new stock classes and amended shareholder agreement may affect future control, voting, and economic rights related to LanzaJet.