of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be ex…

Other Events. On June 3, 2026, Beijing Shougang LanzaTech Technology Co., Ltd. (“Shougang LanzaTech”), a joint venture in which LanzaTech Global, Inc. (the “Company”) held an approximately 9.31% equity interest, prior to the offering described below, completed its initial public offering of 40 million H Shares on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”). The final offer price was priced at a U.S. dollar equivalent of approximately US$1.86 per H Share, based on…

Entry into a Material Definitive Agreement. Securities Purchase Agreement On May 15, 2026, LanzaTech Global, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investors (together, the “Investors”), providing for the issuance and sale by the Company of an aggregate of 2,000,000 shares (the “Shares”) of the Company’s common stock, $0.0000001 par value per share (the “Common Stock”). The Sha…

of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be ex…

Regulation FD Disclosure. On May 4, 2026, LanzaTech Global, Inc. (the “Company”) made available an investor presentation (the “Presentation”) that the Company intends to use in communications with investors and other stakeholders. A copy of the Presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Presentation provides an update on the Company’s business, liquidity-related actions and strategic initiatives. The information contained in the Presentation is summary i…

Changes in Registrant’s Certifying Accountant. (a) Dismissal of Independent Registered Public Accounting Firm On April 10, 2026, upon the recommendation and approval of the Audit Committee of the Board of Directors (the “Audit Committee”), the Board of Directors of LanzaTech Global, Inc. ratified and approved the dismissal of Deloitte as the Company’s independent registered public accounting firm, effective April 10, 2026. Deloitte’s reports on the Company’s consolidated financial statements…

Changes in Registrant’s Certifying Accountant. (a) Dismissal of Independent Registered Public Accounting Firm On April 10, 2026, upon the recommendation and approval of the Audit Committee of the Board of Directors (the “Audit Committee”), the Board of Directors of LanzaTech Global, Inc. (the “Company”) ratified and approved the dismissal of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm, effective April 10, 2026. Deloitte’s reports on the Co…

of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act,…

Entry into a Material Definitive Agreement Series A Preferred Stock Purchase and Exchange Agreement On February 11, 2026, LanzaTech, Inc., a wholly owned subsidiary of LanzaTech Global, Inc. (“LanzaTech Global” and, together with LanzaTech, Inc., the “Company”), entered into a Series A Preferred Stock Purchase and Exchange Agreement (the “LanzaJet Series A Stock Purchase Agreement”) with LanzaJet, Inc. (“LanzaJet”) and the investors party thereto (the “Series A Investors”). Pursuant to the La…

Director — Jill Frizzley: Jill Frizzley voluntarily resigned from the Board of Directors.

As described in Item 1.01, the Company issued the PIPE Shares to the Investors in accordance with the terms of the Subscription Agreements and the Conversion Shares to the Preferred Stockholder in accordance with the terms of the A&R CoD, in each case on the Closing Date. The offer and sale of the PIPE Shares was made in reliance upon an exemption from registration under the Securities Act, pursuant to Section 4(a)(2) thereof. The issuance of the Conversion Shares to the Preferred Stockholder…

Entry into a Material Definitive Agreement. Subscription Agreements On January 21, 2026 (the “Closing Date”) LanzaTech Global, Inc. (the “Company”) entered into subscription agreements (“Subscription Agreements”) with certain existing and new institutional investors (the “Investors”), pursuant to which the Investors purchased, in private placements, shares (the “Subscribed Shares”) of common stock, par value $0.0000001 per share (“Common Stock”), of the Company, for cash. Pursuant to the Subs…

Other Events On December 22, 2025, LanzaTech Global, Inc. (“LanzaTech” or the “Company”) issued a press release announcing an increase in its ownership position in LanzaJet, Inc. (“LanzaJet”), a leading sustainable aviation fuel technology provider and fuels producer. This increase in equity is in accordance with the Second Amended & Restated LanzaJet Investment Agreement, which allowed LanzaJet to further sublicense the Alcohol-to-Jet (“ATJ”) technology originally developed by LanzaTech in c…

of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act,…

Entry into a Material Definitive Agreement. As previously disclosed, on April 1, 2021, LanzaTech Global, Inc. (the “Company”), LanzaJet, Inc. (“LanzaJet”), British Airways PLC (“British Airways”), Mitsui & Co., Ltd. (“Mitsui”), Shell Ventures LLC (“Shell”) and Suncor Energy Inc. (“Suncor”) (collectively, the “LanzaJet Investment Parties”) entered into an Amended and Restated Investment Agreement (the “LanzaJet Investment Agreement”), and an Amended and Restated Stockholders’ Agreement (the “L…

Entry into a Material Definitive Agreement. Amendment to Series A Convertible Senior Preferred Stock Purchase Agreement As previously disclosed, on May 7, 2025, LanzaTech Global, Inc. (the “Company”) and LanzaTech Global SPV, LLC, an entity controlled by an existing investor (the “Purchaser”), entered into a Series A Convertible Senior Preferred Stock Purchase Agreement (as amended by Amendment No. 1 to the Series A Convertible Senior Preferred Stock Purchase Agreement, dated June 2, 2025, th…

of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act,…

President — Aura Cuellar: Ms. Cuellar will step down from her role as President.

Entry into a Material Definitive Agreement. On July 10, 2025 (the “Amendment Date”) in connection with the amendments to the Loan Agreement (as defined below) and the Framework Agreement (as defined below) contemplated by the previously reported consent (the “Consent”) of BGTF LT Aggregator LP (“BGTF”), LanzaTech Global, Inc. (the “Company”), LanzaTech, Inc. and LanzaTech NZ, Inc. (collectively, the “LanzaTech Parties”) and BGTF entered into Amendment No. 1 to Loan Agreement (the “Loan Agreem…

Chief Financial Officer — Sushmita Koyanagi: Sushmita Koyanagi was promoted to Chief Financial Officer from her previous role as Chief Accounting Officer.

Other Events. In connection with its ongoing strategic measures to scale its global business with greater cost efficiency to support its transition from a research and development-centric company to a commercially focused enterprise, on June 10, 2025, LanzaTech Global, Inc. (the “Company”) notified certain of its employees out of its Skokie, Illinois location of an anticipated workforce reduction and provided related governmental notices in order to comply with the Worker Adjustment and Retra…

Chief Financial Officer — Sushmita Koyanagi: Sushmita Koyanagi was promoted from Chief Accounting Officer to Chief Financial Officer.

Chief Accounting Officer — Michael Heraty: Michael Heraty was promoted to Chief Accounting Officer following Sushmita Koyanagi’s promotion to Chief Financial Officer.

Entry into a Material Definitive Agreement. On June 2, 2025, LanzaTech Global, Inc. (the “Company”) satisfied its obligation under the Series A Convertible Senior Preferred Stock Purchase Agreement, dated May 7, 2025, by and between the Company and LanzaTech Global SPV, LLC, an entity controlled by an existing investor (the “Purchaser”), as amended by Amendment No. 1 to the Purchase Agreement, dated as of June 2, 2025 (as amended, the “Purchase Agreement”), by delivering to the Purchaser a co…

Entry into a Material Definitive Agreement. Amendment to Series A Convertible Senior Preferred Stock Purchase Agreement As previously disclosed, on May 7, 2025 (the “Closing Date”), LanzaTech Global, Inc. (the “Company”) and LanzaTech Global SPV, LLC, an entity controlled by an existing investor (the “Purchaser”), entered into a Series A Convertible Senior Preferred Stock Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company issued and sold on such date 20,000,000 shares…