1-for-100 reverse split and share changes at LanzaTech (NASDAQ: LNZAW)

Rhea-AI Filing Summary

LanzaTech Global, Inc. reported two key corporate actions. First, the company announced at an August 13, 2025 town hall that President Aura Cuellar will step down from her role, with the effective date still to be determined. The company stated that her departure is not due to any disagreement over operations, policies, or practices and thanked her for her service.

Separately, the company disclosed that it will implement a 1-for-100 reverse stock split of its common stock, effective August 18, 2025 at 5:00 p.m. Eastern Time. Immediately before that time, it will decrease the par value of its common stock from $0.0001 to $0.0000001 per share and increase authorized common shares from 600,000,000 to 2,580,000,000, which will be proportionately decreased to 25,800,000 at the reverse split effective time. These actions were approved by stockholders at the 2025 annual meeting.

Positive

• None.

Negative

• Major equity structure change: A 1-for-100 reverse stock split combined with a large increase in authorized common shares (to 2,580,000,000 pre-split, then 25,800,000 post-split) represents a significant shift in the company’s capital structure that investors may view as adverse.

Insights

Equity structure and governance analyst

LanzaTech pairs leadership change with a 1-for-100 reverse split and major share authorization shift.

LanzaTech Global, Inc. is combining a senior leadership transition with a significant capital structure change. President Aura Cuellar will step down, with timing to be determined, and the company emphasized that her departure is not tied to disagreements over operations or policies. Such wording aims to limit concerns about internal conflict while still marking a notable executive change.

The 1-for-100 reverse stock split, effective on August 18, 2025, dramatically consolidates the share count, while the par value per share drops from $0.0001 to $0.0000001. Before the split, authorized common shares rise from 600,000,000 to 2,580,000,000, then adjust to 25,800,000 at the split time. This sequence reshapes the equity base and may influence how investors assess potential future equity issuance and trading dynamics.

0001843724false00018437242025-08-132025-08-130001843724us-gaap:CommonStockMember2025-08-132025-08-130001843724us-gaap:WarrantMember2025-08-132025-08-13

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): August 13, 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.

At the Company’s Townhall meeting on August 13, 2025, LanzaTech Global, Inc. (the “Company”) announced that Aura Cuellar will step down from her role as the Company’s President, with the effective date of Ms. Cuellar’s departure to be determined. Ms. Cuellar’s departure is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board of Directors of the Company and the Company wish to thank Ms. Cuellar for her dedicated service to the Company.

Item 8.01. Other Events.

On August 15, 2025, the Company issued a press release announcing that it will implement a 1-for-100 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding common stock (the “Common Stock”), effective on August 18, 2025 at 5:00 p.m. Eastern Time (the “Reverse Split Effective Time”). The Company also announced that, immediately prior to the Reverse Split Effective Time, it will decrease the par value of the Common Stock from $0.0001 to $0.0000001 per share (the “Par Value Change”) and increase the number of authorized shares of Common Stock from 600,000,000 to 2,580,000,000 (the “Authorized Share Increase”) (which number of authorized shares of Common Stock will be proportionately decreased to 25,800,000 at the Reverse Split Effective Time). As previously disclosed on July 29, 2025, the Reverse Stock Split, Par Value Change, and Authorized Share Increase were approved by the Company’s stockholders at the Company’s 2025 Annual Meeting of Stockholders held on July 28, 2025.

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
99.1						LanzaTech Press Release, dated August 15, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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.

			LANZATECH GLOBAL, INC.
Dated: August 15, 2025			By:						/s/ Amanda Koenig Fuisz
			Name:						Amanda Koenig Fuisz
			Title:						Interim General Counsel

3

FAQ

What executive change did LanzaTech Global (LNZAW) report?

LanzaTech Global, Inc. announced that Aura Cuellar will step down from her role as President. The effective date of her departure will be determined, and the company stated the move is not due to any disagreement over operations, policies, or practices.

What reverse stock split is LanzaTech Global (LNZAW) implementing?

The company will implement a 1-for-100 reverse stock split of its issued and outstanding common stock, effective on August 18, 2025 at 5:00 p.m. Eastern Time.

How is LanzaTech Global changing its common stock par value?

Immediately before the reverse split effective time, LanzaTech Global will decrease the par value of its common stock from $0.0001 per share to $0.0000001 per share.

What happens to LanzaTech Global’s authorized common shares in this transaction?

Authorized common shares will increase from 600,000,000 to 2,580,000,000 immediately before the reverse split, and that number will be proportionately decreased to 25,800,000 at the reverse split effective time.

Were LanzaTech Global’s reverse split and share changes approved by stockholders?

Yes. The reverse stock split, par value change, and authorized share increase were approved by stockholders at the company’s 2025 Annual Meeting of Stockholders held on July 28, 2025.

Did LanzaTech Global cite any disagreements related to the President’s departure?

No. LanzaTech Global stated that Aura Cuellar’s departure as President is not due to any disagreement with the company regarding its operations, policies, or practices.