LanzaTech Global, Inc.

(Former name or former address, if changed since last report)

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:

Securities registered pursuant to Section 12(b) of the Act:

Item 1.01 Entry into a Material Definitive Agreement.

On October 14, 2026 (the “Tranche 1 Closing Date”), LanzaTech Global, Inc. (the “Company”), LanzaTech, Inc., a wholly-owned subsidiary of the Company (“LanzaTech”), LanzaJet, Inc. (“LanzaJet”), a sustainable aviation fuel company in which the Company is a significant equity holder, and certain other stockholders and lenders of LanzaJet completed a series of related recapitalization and deleveraging transactions involving LanzaJet and its wholly-owned subsidiary, LanzaJet Freedom Pines Fuels LLC (“FPF”), in order to support LanzaJet’s next phase of growth and operations at FPF’s facility in Soperton, Georgia (collectively, the “Transactions”).

In connection with the Transactions, the following agreements were entered into on the Tranche 1 Closing Date, each of which is described in more detail below:

(i)a secured note purchase agreement (the “FSI NPA”) by and among LanzaJet, FPF, as guarantor, and Future Solution Investments LLC (“FSI”), an entity affiliated with a large existing stockholder of the Company, as purchaser and collateral agent, pursuant to which LanzaJet issued $10,000,000 aggregate principal amount of senior secured notes on the Tranche 1 Closing Date and may issue up to $25,000,000 aggregate principal amount of senior secured notes in total (collectively, the “Senior Secured Notes”);

(ii)a warrant exchange agreement (the “Warrant Exchange Agreement”) by and among LanzaJet, Lanza Tech, and the other existing stockholders and lenders of LanzaJet party thereto (together with LanzaTech, the “Investors”), pursuant to which the Investors exchanged portions of their existing FPF indebtedness, convertible notes and preferred stock of LanzaJet and certain offtake rights for warrants of LanzaJet (“LanzaJet Warrants”) to purchase shares of Senior Preferred Stock (as defined below) of LanzaJet ranking senior to LanzaJet’s existing preferred stock and common stock;

(iii)a fourth amended and restated stockholders’ agreement of LanzaJet (the “Fourth A&R LanzaJet Stockholders’ Agreement”) by and among LanzaJet and the stockholders party thereto; and

(iv)a warrant issuance agreement (the “Warrant Issuance Agreement”) between the Company and FSI, pursuant to which the Company issued to FSI’s designee, LanzaTech Global SPV, LLC (an entity controlled by a large existing stockholder of the Company), warrants to purchase shares of the Company’s common stock.

Following the Transactions, the Senior Secured Notes constitute LanzaJet’s senior secured indebtedness, the remaining outstanding FPF debt is subordinated to the Senior Secured Notes and LanzaJet’s existing stockholders hold various classes of LanzaJet equity and LanzaJet Warrants. Upon exercise by LanzaTech of its LanzaJet Warrants, LanzaTech would own 66.67% of LanzaJet’s fully diluted shares, assuming $20,000,000 of the Senior Secured Notes is funded, and be entitled to at least 66.67% of LanzaJet’s total voting power (currently, LanzaTech has the right to vote on an as-converted basis with respect to certain significant stockholder matters). LanzaTech also has the right to designate the chairperson of the board of directors of LanzaJet (the “LanzaJet Board”), as well as one additional member of the LanzaJet Board.