LanzaTech Global: $10,000,000 senior secured notes and warrants for LanzaJet

What happened
LanzaTech Global reported that on Oct 14, 2026 it and other parties completed a series of related recapitalization and deleveraging transactions involving LanzaJet, Inc. and LanzaJet Freedom Pines Fuels LLC. On the Tranche 1 closing date LanzaJet issued $10,000,000 aggregate principal amount of senior secured notes and issued warrants to investors, and the company entered into related agreements including a secured note purchase agreement (FSI NPA), a warrant exchange agreement, a fourth amended and restated stockholders’ agreement of LanzaJet, and a warrant issuance agreement between the company and Future Solution Investments LLC’s designee.

Key details

• LanzaJet issued $10,000,000 aggregate principal amount of senior secured notes on Oct 14, 2026 and may issue up to $25,000,000 in total; FSI committed, subject to conditions, to purchase an additional $10,000,000 on or before Dec 1, 2026.
• The senior secured notes bear interest at prime rate (floor 7.00%) plus 2.25%; interest is payable monthly beginning Nov 2, 2026; maturity is Oct 14, 2029; mandatory return on repayment is a multiple of principal (1.20x on or before the first anniversary, 1.25x after the first and on or before the second anniversary, and 1.30x thereafter).
• Under the warrant exchange, LanzaTech received a warrant to purchase Class Y senior preferred stock that, upon exercise and assuming $20,000,000 of the senior secured notes is funded, would result in LanzaTech owning 66.67% of LanzaJet’s fully diluted shares and at least 66.67% of voting power; LanzaTech may designate the chairperson of the LanzaJet board and one additional director.
• The company issued FSI warrants to purchase 1,737,921 shares of the company’s common stock at $5.754 per share; the company will seek shareholder approval no later than Jul 30, 2027 to increase authorized common shares and, if required, approve issuance under Nasdaq rules.

Why it may matter
This Form 8-K reports Item 1.01 (entry into a material definitive agreement), Item 2.03 (creation of a direct financial obligation) and Item 8.01 (other events), covering the described note financing, warrant and stockholder agreements and the related governance changes at LanzaJet, including the appointment of Jennifer Holmgren as interim chief executive officer of LanzaJet. The filing does not show why the insider traded or why the company acted.