[8-K] LanzaTech Global, Inc. Warrant Reports Material Event

Rhea-AI Filing Summary

LanzaTech Global, Inc. (Nasdaq: LNZA/LNZAW) has filed a Form 8-K announcing the resignation of its Chief Accounting Officer. Michael Heraty notified the company on June 16, 2025 that he will step down effective June 26, 2025. The filing explicitly states that his departure is not related to any disagreement over accounting, financial reporting, or company practices.

Upon Heraty’s exit, Chief Financial Officer Sushmita Koyanagi will assume the additional title of Principal Accounting Officer. No separate compensation package or new employment agreement will be put in place for this expanded role. The company incorporates Ms. Koyanagi’s previously disclosed biography from an 8-K dated May 29, 2025.

The filing contains no other financial data, strategic updates, or operational changes. Consequently, the event is limited to a governance transition rather than a change affecting near-term earnings, liquidity, or strategic direction.

Positive

• No disagreements disclosed between departing CAO and the company, lowering the likelihood of accounting issues.
• CFO assumes principal accounting officer duties, ensuring continuity without incremental compensation expense.

Negative

• Loss of dedicated Chief Accounting Officer could increase workload risk and potential control pressure on the finance team.

Insights

Corporate Governance Expert

TL;DR: Routine resignation of CAO; CFO takes accounting duties—unlikely to be material.

The departure of a Chief Accounting Officer can raise short-term governance concerns, but management mitigates risk by assigning the duties to the sitting CFO, who already oversees finance. The company affirms there were no disagreements, reducing the chance of underlying reporting issues that could trigger restatements or regulatory scrutiny. Because no new compensation or executive search costs arise, the financial impact is minimal. Overall, the action looks like an internal realignment rather than a signal of distress.

Sell-Side Financial Analyst

TL;DR: Executive change is neutral; watch for workload strain on CFO.

From a modeling standpoint, this 8-K does not change revenue, margin, or capital assumptions. The CFO’s added accounting responsibilities may stretch bandwidth, but investors can monitor future filings for any uptick in audit fees or control deficiencies. Absent such issues, guidance and valuation remain intact.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 16, 2025

LanzaTech Global, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40282

92-2018969

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

8045 Lamon Avenue, Suite 400 Skokie, Illinois						60077
(Address of principal executive offices)						(Zip Code)

(847) 324-2400

(Registrant’s telephone number, including area code)

Not Applicable

(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:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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).

☐ 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.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 16, 2025, Michael Heraty, the Chief Accounting Officer of LanzaTech Global, Inc. (the “Company”), submitted his resignation, effective as of June 26, 2025. Mr. Heraty’s resignation was not the result of any disagreement with the Company on any matter relating to its financial reporting, operations, policies, or practices.

Upon the effectiveness of Mr. Heraty’s resignation, Sushmita Koyanagi, the Company’s Chief Financial Officer, is expected to assume the responsibilities of principal accounting officer, in addition to continuing to serve as Chief Financial Officer. Biographical and other information regarding Ms. Koyanagi is set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 29, 2025 and such information is incorporated by reference herein. No new compensatory arrangements will be entered into with Ms. Koyanagi in connection with Ms. Koyanagi assuming the role of principal accounting officer.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 23, 2025

			LANZATECH GLOBAL, INC.
			By:						/s/ Amanda Koenig Fuisz
			Name:						Amanda Koenig Fuisz
			Title:						Interim General Counsel

3

FAQ

Why did LanzaTech Global's CAO resign?

The filing states Michael Heraty resigned for undisclosed reasons but not due to any disagreement with the company.

When is the CAO resignation effective at LNZAW?

June 26, 2025 is the effective date of Michael Heraty’s resignation.

Who will handle LanzaTech’s principal accounting responsibilities?

CFO Sushmita Koyanagi will assume the role of Principal Accounting Officer in addition to her current duties.

Will the new Principal Accounting Officer receive extra compensation?

No. The company states that no new compensatory arrangements are being made for Ms. Koyanagi.

Does the 8-K mention any financial impact or restatements?

No. The filing focuses solely on the executive change and contains no financial restatements or earnings data.