LanzaTech Global, Inc.
For the period ended Jul 28, 2025. Filed Jul 29, 2025.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Jul 28, 2025 · Filed Jul 29, 2025
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | LNZA | The Nasdaq Stock Market LLC |
| Warrants to purchase Common Stock | LNZAW | The Nasdaq Stock Market LLC |
| ☐ | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
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| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 28, 2025, LanzaTech Global, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 222,579,099 shares of capital stock representing 241,939,135 votes, or approximately 89% of the total voting power of the shares entitled to vote, were represented at the Annual Meeting in person or by proxy.
As detailed in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on June 18, 2025 (as supplemented by the proxy supplement filed with the SEC on July 17, 2025, the “Proxy Statement”), as of the close of business on June 3, 2025, the record date (the “Record Date”) for the Annual Meeting, there were (i) 231,964,989 shares of the Company’s common stock (“Common Stock”) issued and outstanding for which holders were entitled to 231,964,989 aggregate votes and (ii) 20,000,000 shares of Series A Convertible Senior Preferred Stock (“Preferred Stock”) issued and outstanding for which holders were entitled to 39,360,036 aggregate votes (other than with respect to the second voting requirement for Proposal 6 (as defined below), for which the holders of Preferred Stock were entitled to 20,000,000 aggregate votes with respect to such shares). The Common Stock together with the Preferred Stock is referred to herein as “Voting Stock.”
Stockholders voted on the following ten proposals at the Annual Meeting, all of which are described in the Proxy Statement, and cast their votes as described below:
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