LanzaTech Global, Inc.
For the period ended May 15, 2026. Filed May 18, 2026.
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May 15, 2026 · Filed May 18, 2026
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Contents
PIPE Subscription Agreement Amendment
As previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, on May 10, 2026, the Company and LanzaTech Global SPV, LLC (“LT Global”) entered into a subscription agreement (the “Subscription Agreement”), pursuant to which LT Global purchased on May 13, 2026, in a private placement, 1,000,000 shares of Common Stock at a per share purchase price of $10.00 (the “Purchase Price”). The Subscription Agreement also provided that each of LT Global and the Company shall have the right from time to time, upon written notice to the other, to require the issuance and purchase of a number of additional shares of Common Stock at the Purchase Price for an aggregate purchase price of up to $20,000,000 (the “Full Additional Shares Amount”) at any time and from time to time prior to May 13, 2027, subject to the terms and conditions set forth in the Subscription Agreement. In addition, in order for the Company to require the purchase of additional shares with a value in excess of $10,000,000, the Company must establish that it had less than $40,000,000 of cash on its balance sheet as of the last day of the most recently ended calendar month (the “Cash Requirement”). The Subscription Agreement also provided LT Global with certain consent rights with respect to future financings by the Company.
On May 15, 2026, LT Global consented to the Offering and in connection therewith, the Company and LT Global entered into an amendment to the Subscription Agreement (the “Amendment”), which both lowered the Cash Requirement from $40,000,000 to $30,000,000 and provided that such Cash Requirement will apply with respect to the Full Additional Shares Amount.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is being filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP. |
| 10.1 | Form of Securities Purchase Agreement, dated May 15, 2026. |
| 10.2 | Amendment No. 1 to the Subscription Agreement, dated May 15, 2026, between the Company and LanzaTech Global SPV, LLC. |
| 23.1 | Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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