LanzaTech Proposes 100-for-1 Reverse Split & 2.58B Share Authorization
LanzaTech Global, Inc. (LNZAW) has distributed definitive additional proxy materials for its July 28, 2025 virtual Annual Meeting.
Rhea-AI Filing Summary
LanzaTech Global, Inc. (LNZAW) has distributed definitive additional proxy materials for its July 28, 2025 virtual Annual Meeting. Shareholders will vote on 10 substantive proposals plus routine adjournment matters.
- Capital structure changes: management seeks to raise the authorized common shares from 600 million to 2.58 billion and simultaneously conduct a 100-for-1 reverse stock split. If both pass, the post-split authorized share count will be reduced proportionally.
- Dilutive securities & Nasdaq compliance: two separate proposals request shareholder approval, under Nasdaq Rules 5635(b) and 5635(d), to issue common stock upon conversion of Series A Preferred Stock and exercise of a warrant for 780 million shares, transactions that could exceed 19.9% of current outstanding shares and result in a change of control.
- Governance items include election of two Class II directors, ratification of Deloitte & Touche LLP, an advisory vote on executive compensation, authority for shareholders to act by written consent, and a proposal to reduce the par value of common stock from $0.0001 to $0.0000001.
- The Board recommends voting “FOR” all proposals.
No earnings or operational data are included; the filing is strictly a solicitation to authorize significant share-structure modifications and routine annual meeting matters.
Positive
- Enables future financings by increasing authorized shares, providing flexibility to raise capital.
- Action by written consent proposal strengthens shareholder rights and responsiveness.
Negative
- 100-for-1 reverse stock split indicates compliance issues with share price and may erode investor confidence.
- Potential massive dilution from increasing authorized shares to 2.58 billion and issuing up to 780 million warrant shares plus preferred conversions.
- Possible change of control under Nasdaq Rule 5635(b) could diminish existing shareholders’ influence.
Insights
TL;DR: Large share authorization and 100-for-1 reverse split point to imminent capital needs and potential dilution; moderately negative for existing holders.
The combination of a 2.58 billion share authorization and a massive reverse split is unusual. Management appears to require both flexibility to issue new equity and immediate compliance with Nasdaq minimum-price rules. Approval under Rules 5635(b)/(d) signals that preferred conversion and the 780 million-share warrant could shift majority ownership. While these steps can secure fresh capital, they expose current common shareholders to substantial dilution and possible control loss. Absent accompanying growth metrics, the net effect skews negative.
TL;DR: Governance enhancements offset by dilution risk; overall neutral to slightly negative impact.
Allowing action by written consent enhances shareholder rights, and lowering par value modernizes the charter. However, the extraordinary increase in authorized stock, coupled with the reverse split, concentrates considerable discretionary power in the board’s hands. The need for explicit Nasdaq rule approvals underlines the magnitude of potential share issuance. These measures are defensible for financing flexibility but reduce minority protections if conversions occur. Governance positives are outweighed by dilution exposure.
FAQ
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Why is a 100-for-1 reverse stock split proposed?
What governance change is included in the proxy?
Who is the proposed independent auditor for FY 2025?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | | Preliminary Proxy Statement |
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| ☐ | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☐ | | Definitive Proxy Statement |
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| ☒ | | Definitive Additional Materials |
| | | |
| ☐ | | Soliciting Material under § 240.14a-12 |
LanzaTech Global, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ☐ | | Fee paid previously with preliminary materials. |
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| ☐ | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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LanzaTech Global, Inc. c/o Continental Proxy Services 1 State Street, New York NY 10004 You May Vote Your Proxy When You View The Material On The Internet. You Will Be Asked To Follow The Prompts To Vote Your Shares. LanzaTech Global, Inc. 8045 Lamon Avenue, Suite 400 Skokie, IL 60077 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS to be held on July 28, 2025 *Stockholders are cordially invited to attend the virtual Annual Meeting and vote online during the meeting. Dear Stockholder, The 2025 Annual Meeting of Stockholders of LanzaTech Global, Inc. will be held on July 28, 2025 at 2:00 p.m. (Central Daylight Time) at https://www.cstproxy.com/lanzatech/2025. Proposals to be considered at the Annual Meeting: (1) To elect two Class II directors to the Board of Directors to serve until the 2028 Annual Meeting of Stockholders; (2) To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December31,2025; (3) To approve, on an advisory (non-binding) basis, the compensation of our named executive officers; (4) To approve an amendment to LanzaTech’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of LanzaTech’s common stock (“Common Stock”) from 600,000,000 to 2,580,000,000 (which will result in an increase in the total number of authorized shares of capital stock of the Company from 620,000,000 to 2,600,000,000) (the “Increased Authorized Share Proposal”); (5) To approve an amendment to the Certificate of Incorporation to (a) effect a reverse stock split of the Common Stock, at a ratio of 100-for-1 (the “Reverse Stock Split Proposal”) and (b) if the Increased Authorized Share Proposal and Reverse Stock Split Proposal are implemented, proportionately decrease the authorized number of shares of Common Stock which will result in a corresponding decrease in the total number of authorized shares of capital stock of the Company (the “Split-Related Proposals”); (6) To approve an amendment to the Certificate of Incorporation to permit stockholders to act by written consent (the “Action by Written Consent Proposal”); (7) To approve anamendment to the Certificate of Incorporation to decrease the par value of the Common Stock from $0.0001 to $0.0000001 (the “Par Value Proposal”); (8) To approve for purposes of Nasdaq Listing Rule 5635(b) any “change of control” resulting from the issuance of shares of Common Stock upon conversion of LanzaTech’s Series A Convertible Senior Preferred Stock, par value $0.0001 per share (“Preferred Stock”),the exercise of a warrant to purchase 780,000,000 shares of Common Stock (the “Warrant”) and in connection with a Financing (as such term is defined in the Proxy Statement) (the “Nasdaq Listing Rule 5635(b) Proposal”); (9) To approve for purposes of Nasdaq Listing Rule 5635(d) LanzaTech’s ability to issue Common Stock upon conversion of the Preferred Stock, the exercise of the Warrant and in connection with a Financing, which shares, independently or when aggregated, would exceed 19.9% of the numberof outstanding shares of Common Stock prior to such transactions (the “Nasdaq Listing Rule 5635(d) Proposal”); and (10) To approve one or more adjournments of the Annual Meeting to a later date or dates, if deemed by the Chairperson of the meeting to be necessary or appropriate, including to solicit additional proxies if thereare insufficient votes to approve the preceding proposals at the time of the Annual Meeting or any adjournment or postponement thereof, or in the absence of a quorum (the “Adjournment Proposal”). (11) To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof at the direction ofthe Board of Directors. The Board of Directors recommends a vote “FOR” all nominees under Proposal 1, and “FOR” Proposals 2 – 10. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned the proxy card. Attend and Vote during the Meeting – If you plan to attend the virtual onlineannual meeting, you will need your 12 digitcontrol number to vote electronically duringthe annual meeting. To attend the annual meeting, visit: https://www.cstproxy.com/lanzatech/2025 Vote Your Proxy on the Internet: Go to http://www.cstproxyvote.com Have your notice available when you access the above website. Follow the prompts to vote your shares. CONTROL NUMBER The Proxy Materials are available for review at: https://www.cstproxy.com/lanzatech/2025
LanzaTech Global, Inc. 8045 Lamon Avenue, Suite 400 Skokie, Illinois 60077 Important Notice Regarding the Availability of Proxy Materials For the 2025 Annual Meeting of Stockholders to be Held On July 28, 2025 The following Proxy Materials are available to you to review at: https://www.cstproxy.com/lanzatech/2025 - the Company’sAnnual Report on Form 10-K for the year ended December 31, 2024; - the Company’s notice and 2025 proxy statement; - the proxy card; and - any amendments to the foregoing materials that are required to be furnished to stockholders. This is not a ballot. You cannot use this notice to vote your shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge for such documents to be mailed to you. Please make your request for a copy as instructed below on or before July 14, 2025 to facilitate a timely delivery. You may also request that you receive paper copies of all future proxy materials from the Company. ACCESSING YOUR PROXY MATERIALS ONLINE Have this notice available when you request a paper copy of the proxy materials or to vote your proxy electronically. You must reference your Control number. REQUESTING A PAPER COPY OF THE PROXY MATERIALS By telephone please call 1-888-266-6791, or By logging on to https://www.cstproxy.com/lanzatech/2025 or By email at: proxy@continentalstock.com Please include the company name and your control number in the subject line.