{"url_path":"/sec/lnza/10-q/2026/item-5","section_key":"item-5","section_title":"Item 5 Other Information","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1843724/0001628280-26-034773-index.html","accession_number":"0001628280-26-034773","cik":"0001843724","ticker":"LNZA","issuer_name":"LanzaTech Global, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1843724/0001628280-26-034773-index.html","primary_entity_key":"0001843724","primary_entity_name":"LanzaTech Global, Inc."},"word_count":694,"has_tables":true,"body_markdown":"Item 5. Other Information\n\nSubscription Agreement\n\nOn May 10, 2026, the Company entered into a subscription agreement (“Subscription Agreement”) with LanzaTech Global SPV, LLC (“LT Global”), an entity controlled by a large existing investor, pursuant to which LT Global purchased on May 13, 2026, in a private placement, 1,000,000 shares of Common Stock (the “May Subscribed Shares”) at a per share purchase price of $10.00 (the “Purchase Price”), resulting in gross proceeds to the Company of $10,000,000. The Subscription Agreement also provides that each of LT Global and the Company shall have the right from time to time, upon written notice to the other, to require the issuance and purchase of a number of additional shares of Common Stock (the “Additional Shares” and, together with the Subscribed Shares, the “PIPE Shares”) at the Purchase Price for an aggregate purchase price of up to $20,000,000 at any time and from time to time prior to May 13, 2027, subject to the terms and conditions set forth in the Subscription Agreement, including that no Liquidation Event (as defined in the Subscription Agreement and including certain bankruptcy and insolvency related events) shall have occurred and be continuing and a bring down of customary representations and warranties. In addition, in order for the Company to require the issuance and sale of additional shares with a value in excess of $10,000,000, the Company must establish that it had less than $40,000,000 of cash on its balance sheet as of the last day of the most recently ended calendar month.\n\nThe Subscription Agreement also provides the Subscriber with certain consent rights with respect to future financings by the Company for a period of two years in the case of the issuance and sale of Common Stock and three years in the case of the incurrence of any indebtedness or the issuance and sale of any preferred stock, with a right to participate in and a right of last offer for the Subscriber after the third year in the case of any such financing of indebtedness or preferred stock.\n\nThe offer and issuance of the May Subscribed Shares was not registered under the Securities Act, or any state securities laws. The May Subscribed Shares were issued in reliance on the exemption from registration\n\n53\n\nprovided by Section 4(a)(2) under the Securities Act. The Company is not required to file a registration statement providing for the resale of the Shares.\n\nThe foregoing summary of the Subscription Agreement does not purport to be complete and is qualified in its entirety by the full text of the Subscription Agreement, a copy of which is being filed as Exhibit 10.6 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.\n\nWarrant Amendment\n\nOn May 12, 2026, the Company and LT Global entered into an amendment (the “PIPE Warrant Amendment”) to the Warrant held by LT Global (the “PIPE Warrant”) providing for the issuance to LT Global of an aggregate of 7,800,000 shares of Common Stock at an exercise price equal to $0.0000001 per share (subject to adjustments in certain events). The PIPE Warrant Amendment extended the expiration time thereof from December 31, 2026 to December 31, 2030. Accordingly, the PIPE Warrant, as amended, is exercisable by LT Global at any time prior to 5:00 p.m. New York City time on December 31, 2030 (the “Expiration Time”), and, if unexercised, will be automatically exercised on a cashless (net‑share) basis immediately prior to the Expiration Time.\n\nThe foregoing summary of the PIPE Warrant Amendment does not purport to be complete and is qualified in its entirety by the full text of the PIPE Warrant Amendment, a copy of which is being filed as Exhibit 10.7 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.\n\nSecurities Trading Plans of Directors and Executive Officers\n\nDuring the three months ended March 31, 2026, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).\n\n54"}