LanzaTech Reaffirms Importance of LanzaJet through Amended and Restated LanzaJet Agreements that Enable the Acceleration of Sustainable Aviation Fuel Commercialization

Rhea-AI Summary

LanzaTech (NASDAQ: LNZA) announced that investors in affiliate LanzaJet agreed to Second Amended and Restated Investment and Stockholders’ Agreements to accelerate commercial rollout of sustainable aviation fuel (SAF).

Key changes: LanzaTech can receive two tranches of LanzaJet shares upon Freedom Pines development milestones; if LanzaJet is sold or goes public before those tranches are delivered, LanzaTech's stake will automatically rise to 50% without further investment. The companies also amended the 2020 IP and Technology License Agreement, extending it through December 31, 2031, removing LanzaTech’s termination right, requiring LanzaTech to transfer the license to LanzaJet, and eliminating restrictions on sublicensing LanzaJet technology.

Positive

• Automatic ownership increase to 50% upon IPO/sale before tranche delivery
• License term extended through Dec 31, 2031
• Removal of sublicensing restrictions expands third-party commercialization

Negative

• LanzaTech loses contractual right to terminate the license
• Obligation to transfer license may limit future IP control

Insights

Corporate Transactions Analyst

Amendments reshape LanzaTech–LanzaJet stakes, IP terms, and commercial rollout levers; net impact is mixed-to-neutral pending milestones.

The agreement grants LanzaTech conditional equity via two share tranches tied to development milestones at the Freedom Pines facility and an automatic ownership uplift to 50% if LanzaJet is sold or goes public before tranche delivery; this changes the investor economics and preserves upside without additional cash outlay. The license extension to 2031 secures a technology relationship but removes LanzaTech’s termination right and requires LanzaTech to transfer the license to LanzaJet, which formalizes control shifts and reduces LanzaTech’s contractual leverage over future use.

Removal of sublicensing restrictions broadens potential technology deployment and revenue pathways for LanzaJet but dilutes exclusivity derived from the original collaboration. Key items to watch are milestone attainment at Freedom Pines, any transaction or IPO timing that could trigger the 50% ownership adjustment, and commercial offtake or feedstock arrangements over the next 6–24 months; these will determine whether the structural changes prove materially beneficial or merely formalize prior expectations.

SKOKIE, Ill., Oct. 23, 2025 (GLOBE NEWSWIRE) -- LanzaTech Global, Inc. (NASDAQ: LNZA) (“LanzaTech” or the “Company”) a leader in carbon transformation technology, today announced that the investors in its affiliate LanzaJet, Inc. have entered into Second Amended and Restated Investment and Stockholders’ Agreements on the long-term collaboration and the commercial rollout of sustainable aviation fuel (“SAF”).

The amended agreement introduces changes in investment dynamics and share distributions. Subject to meeting development milestones at the Freedom Pines facility in Georgia, LanzaTech will receive two tranches of shares in LanzaJet. Should LanzaJet go public or be sold before LanzaTech receives these two tranches of shares, LanzaTech’s ownership stake will automatically increase to 50%, with no further investment required

Additionally, the update includes modifications to the 2020 Intellectual Property and Technology License Agreement. Notably, it extends the agreement through December 31, 2031, removes LanzaTech’s right to terminate, and includes an obligation on LanzaTech to transfer the license directly to LanzaJet. The amendment also eliminates restrictions on the licensing of LanzaJet’s technology, which was originally developed by LanzaTech and improved by LanzaJet, to third-party sublicensees, broadening the technology's reach and application. With LanzaJet’s growth anchored in the AtJ pathway, the companies are well-positioned to scale meaningful volumes of SAF, through integration of LanzaTech's extensive carbon-recycling initiatives that supply critical waste-based ethanol feedstock.

“This amendment reinforces LanzaTech’s foundational role as both the technology provider and a strategic shareholder pivotal to LanzaJet’s growth towards full commercial operations,” said Jennifer Holmgren, CEO of LanzaTech. “The shareholder’s enhanced agreements with LanzaJet not only underscore the confidence of our global partners in LanzaJet but also reaffirm our collective commitment to decarbonize aviation. By strengthening alignment for long-term growth, market adoption, and shareholder value, we continue to drive innovation and advance our shared mission.”

About LanzaTech

LanzaTech Global, Inc. (NASDAQ: LNZA) is a carbon management solutions company that transforms industrial emissions, gasified solid waste and carbon dioxide into recycled carbon ethanol via proprietary bio-fermentation technology. Ethanol is a crucial building block in the world – a key feedstock for Sustainable Aviation Fuel (SAF), marine fuel and other downstream chemical derivatives. Operating commercially at six assets today, LanzaTech’s technology unlocks value across the supply chain, reducing the carbon footprint of hard-to-abate sectors while shepherding recycled carbon fuels and products to the world, building a circular carbon economy. www.lanzatech.com

Press contact: freya@lanzatech.com 

FAQ

What does the LanzaTech–LanzaJet amendment mean for LNZA shareholders?

The amendment may increase LanzaTech’s stake to 50% if LanzaJet is sold or goes public before share tranches are issued, affecting holdings and strategic exposure.

When does the amended IP license between LanzaTech and LanzaJet expire for LNZA investors?

The amended IP and Technology License Agreement now runs through December 31, 2031.

How are LanzaTech share tranches triggered under the LanzaJet agreement?

LanzaTech will receive two tranches of LanzaJet shares subject to meeting development milestones at the Freedom Pines facility in Georgia.

What happens to LanzaTech’s ownership if LanzaJet goes public before tranche issuance?

If LanzaJet goes public or is sold before LanzaTech receives both tranches, LanzaTech’s ownership stake automatically increases to 50% with no further investment required.

Does the amendment change LanzaTech’s ability to block sublicensing of the technology?

Yes; the amendment eliminates restrictions on licensing LanzaJet’s technology to third-party sublicensees.

How does the agreement affect commercialization of sustainable aviation fuel (SAF)?

The agreements align LanzaTech and LanzaJet to scale SAF via the AtJ pathway and LanzaTech’s carbon-recycling ethanol feedstock integration.