| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0000001 per share |
| (b) | Name of Issuer:
LanzaTech Global, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
8045 Lamon Avenue, Suite 400, Skokie,
ILLINOIS
, 60077. |
Item 1 Comment:
This Amendment No. 3 ("Amendment No. 3") is filed by the undersigned Reporting Persons and amends the statement on Schedule 13D filed initially with the Securities and Exchange Commission (the "SEC") on February 8, 2023, with respect to the Common Stock (the "Common Stock") of LanzaTech Global, Inc., a Delaware corporation (the "Issuer"), Amendment No. 1 to the Schedule 13D filed with the SEC on May 12, 2025 and Amendment No. 2 to the Schedule 13D filed with the SEC on January 29, 2026 (collectively, the "Schedule 13D"). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of Schedule 13D is supplemented as follows:
The information set forth in Item 4 of this Amendment No. 3 is incorporated by reference to this Item 3. |
| Item 4. | Purpose of Transaction |
| | Item 4 of Schedule 13D is supplemented as follows:
As previously disclosed by the Issuer, on October 14, 2026 (the "Tranche 1 Closing Date"), the Issuer, LanzaTech, Inc., a wholly-owned subsidiary of the Company ("LanzaTech"), LanzaJet, Inc. ("LanzaJet"), a sustainable aviation fuel company in which the Issuer 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").
On the Tranche 1 Closing Date, the Issuer entered into a warrant issuance agreement (the "Warrant Issuance Agreement") with Future Solution Investments LLC ("FSI"), pursuant to which the Issuer issued to FSI's designee, an entity controlled by the Reporting Persons, warrants (the "FSI Warrants") to purchase an aggregate of 1,737,921 shares (the "Warrant Shares") of Common Stock at an exercise price of $5.754 per Warrant Share (which was equal to 105% of the closing price on the trading day immediately preceding the Tranche 1 Closing Date), exercisable for cash or on a cashless basis and subject to adjustments in certain events. Subject to the terms and conditions of the Warrant Issuance Agreement, on or before December 1, 2026 (the "Tranche 2 Closing Date"), the Issuer will issue additional FSI Warrants at an exercise price equal to 105% of the closing price on the trading day immediately preceding the Tranche 2 Closing Date to each holder in respect of LanzaJet senior secured notes funded by it at such closing, subject to certain exceptions.
The Warrant Issuance Agreement provides that the Issuer shall hold a meeting of its stockholders (which may be its annual meeting) no later than July 30, 2027, at which it will seek approval from its stockholders (i) to amend its charter to increase the number of authorized shares of Common Stock by an amount sufficient to permit the issuance in full of all Warrant Shares issuable upon exercise of all FSI Warrants and (ii) of the issuance of the Warrant Shares pursuant to Nasdaq Listing Rule 5635, to the extent required based on the exercise price of the FSI Warrants issued on the Tranche 2 Closing Date. The Issuer has also agreed to register with the SEC the resale of the Warrant Shares within 60 business days after their issuance. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) of Schedule 13D is supplemented as follows:
The responses of the Reporting Persons to Rows 11 and 13 (including any related Comment) on the cover pages of this Amendment No. 3, as of November 5, 2026, are incorporated herein by reference. As of November 5, 2026, the Reporting Persons in the aggregate beneficially owned 13,216,919 shares of Common Stock, comprised of: 3,678,998 shares of Common Stock; 7,800,000 shares of Common Stock issuable upon the exercise of warrants having an exercise price of equal to $0.0000001 per share; and 1,737,921 shares of Common Stock issuable upon the exercise of warrants having an exercise price of equal to $5.754 per share. This represents approximately 58.4% of the shares of Common Stock outstanding, calculated pursuant to Rule 13d-3 under the Exchange Act, based on 13,089,163 shares of Common Stock outstanding as of August 10, 2026, as reported in the Issuer's Form 10-Q filed on August 14, 2026, plus the 9,537,921 shares in the aggregate of Common Stock issuable upon exercise of the aforementioned warrants.
|
| (b) | Item 5(b) of Schedule 13D is supplemented as follows:
The responses of the Reporting Persons to Rows 7, 8, 9 and 10 (including any related Comment) on the cover pages of this Amendment No. 3, as of November 5, 2026, are incorporated herein by reference.
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| (c) | Item 5(c) of Schedule 13D is supplemented as follows:
Except as set forth in this Amendment No. 3, none of the Reporting Persons, or, to the knowledge of the Reporting Persons, any other person named in Item 2 of the Schedule 13D, effected any transaction in the Common Stock in the past 60 days. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of Schedule 13D is supplemented as follows:
The information set forth in Item 4 this Amendment No. 3 is incorporated by reference into this Item 6. The foregoing summary of the Warrant Issuance Agreement does not purport to be complete and is qualified in the entirety by the full text the Warrant Issuance Agreement, a copy of which is filed as Exhibit 10.1 to this Amendment No. 3, and is incorporated by reference herein. |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 of Schedule 13D is supplemented as follows:
Exhibit
Number
10.1 Warrant Issuance Agreement (filed herewith). |
