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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 22, 2025
LanzaTech Global, Inc.
(Exact name of registrant as specified in its charter)
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| 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)) |
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| ☐ | 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:
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| 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). |
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| ☐ | 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 May 29, 2025, LanzaTech Global, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) to disclose that, effective June 2, 2025, Justin Pugh would step down from his role as the Company’s interim Chief Financial Officer and Sushmita Koyanagi, the Company’s then-current Chief Accounting Officer, would take on the position of Chief Financial Officer.
This Current Report on Form 8-K/A hereby amends the Initial Report to disclose that on June 4, 2025, in connection with her promotion to Chief Financial Officer, the Company and Ms. Koyanagi entered into a promotion letter agreement pursuant to which Ms. Koyanagi is eligible to receive a cash retention award equal to $60,000, subject to continued service with the Company through December 31, 2025 (the “Retention Award”). The Retention Award was granted in satisfaction of a portion of Ms. Koyanagi’s previously disclosed sign-on awards. As a result, the amount of Ms. Koyanagi’s sign-on awards is equal to $135,000 in the aggregate and will be made only in cash awards.
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 6, 2025
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| LANZATECH GLOBAL, INC. |
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| By: | | /s/ Joseph Blasko |
| Name: | | Joseph Blasko |
| Title: | | General Counsel and Corporate Secretary |