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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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LanzaTech Global, Inc. (Name of Issuer) |
Common Stock, par value $0.0000001 per share (Title of Class of Securities) |
(CUSIP Number) |
John Demeter Khosla Ventures, 2128 Sand Hill Road Menlo Park, CA, 94025 (650) 376-8500 Matt Stewart Weil, Gotshal & Manges LLP, 201 Redwood Shores Pkwy #400 Redwood City, CA, 94065 (650) 802-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/14/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Khosla Ventures III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
138,753.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.06 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 13: Calculation of the percent is based on 13,089,163 shares of common stock, par value $0.0000001 per share (the "Common Stock") outstanding as of August 14, 2026, as reported in the Issuer's Form 10-Q filed on August 10, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Khosla Ventures Associates III, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
138,753.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.06 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Row 13: Calculation of the percent is based on 13,089,163 shares of Common Stock outstanding as of August 10, 2026, as reported in the Issuer's Form 10-Q filed on August 14, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
VK Services, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
138,753.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.06 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Row 13: Calculation of the percent is based on 13,089,163 shares of Common Stock outstanding as of August 10, 2026, as reported in the Issuer's Form 10-Q filed on August 14, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Vinod Khosla | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,216,919.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 8, 10, and 11: See Items 4 and 5 herein.
Row 13: Calculation of the percent is based on: (i) 13,089,163 shares of Common Stock outstanding as of August 10, 2026, as reported in the Issuer's Form 10-Q filed on August 14, 2026; plus (ii) 7,800,000 shares of Common Stock issuable upon the exercise of warrants having an exercise price equal to $0.0000001 per share; plus (iii) 1,737,921 shares of Common Stock issuable upon the exercise of warrants having an exercise price equal to $5.754 per share (see Item 4 herein).
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0000001 per share | |
| (b) | Name of Issuer:
LanzaTech Global, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
8045 Lamon Avenue, Suite 400, Skokie,
ILLINOIS
, 60077. | |
Item 1 Comment:
This Amendment No. 3 ("Amendment No. 3") is filed by the undersigned Reporting Persons and amends the statement on Schedule 13D filed initially with the Securities and Exchange Commission (the "SEC") on February 8, 2023, with respect to the Common Stock (the "Common Stock") of LanzaTech Global, Inc., a Delaware corporation (the "Issuer"), Amendment No. 1 to the Schedule 13D filed with the SEC on May 12, 2025 and Amendment No. 2 to the Schedule 13D filed with the SEC on January 29, 2026 (collectively, the "Schedule 13D"). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of Schedule 13D is supplemented as follows:
The information set forth in Item 4 of this Amendment No. 3 is incorporated by reference to this Item 3. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of Schedule 13D is supplemented as follows:
As previously disclosed by the Issuer, on October 14, 2026 (the "Tranche 1 Closing Date"), the Issuer, LanzaTech, Inc., a wholly-owned subsidiary of the Company ("LanzaTech"), LanzaJet, Inc. ("LanzaJet"), a sustainable aviation fuel company in which the Issuer is a significant equity holder, and certain other stockholders and lenders of LanzaJet completed a series of related recapitalization and deleveraging transactions involving LanzaJet and its wholly-owned subsidiary, LanzaJet Freedom Pines Fuels LLC ("FPF"), in order to support LanzaJet's next phase of growth and operations at FPF's facility in Soperton, Georgia (collectively, the "Transactions").
On the Tranche 1 Closing Date, the Issuer entered into a warrant issuance agreement (the "Warrant Issuance Agreement") with Future Solution Investments LLC ("FSI"), pursuant to which the Issuer issued to FSI's designee, an entity controlled by the Reporting Persons, warrants (the "FSI Warrants") to purchase an aggregate of 1,737,921 shares (the "Warrant Shares") of Common Stock at an exercise price of $5.754 per Warrant Share (which was equal to 105% of the closing price on the trading day immediately preceding the Tranche 1 Closing Date), exercisable for cash or on a cashless basis and subject to adjustments in certain events. Subject to the terms and conditions of the Warrant Issuance Agreement, on or before December 1, 2026 (the "Tranche 2 Closing Date"), the Issuer will issue additional FSI Warrants at an exercise price equal to 105% of the closing price on the trading day immediately preceding the Tranche 2 Closing Date to each holder in respect of LanzaJet senior secured notes funded by it at such closing, subject to certain exceptions.
The Warrant Issuance Agreement provides that the Issuer shall hold a meeting of its stockholders (which may be its annual meeting) no later than July 30, 2027, at which it will seek approval from its stockholders (i) to amend its charter to increase the number of authorized shares of Common Stock by an amount sufficient to permit the issuance in full of all Warrant Shares issuable upon exercise of all FSI Warrants and (ii) of the issuance of the Warrant Shares pursuant to Nasdaq Listing Rule 5635, to the extent required based on the exercise price of the FSI Warrants issued on the Tranche 2 Closing Date. The Issuer has also agreed to register with the SEC the resale of the Warrant Shares within 60 business days after their issuance. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of Schedule 13D is supplemented as follows:
The responses of the Reporting Persons to Rows 11 and 13 (including any related Comment) on the cover pages of this Amendment No. 3, as of November 5, 2026, are incorporated herein by reference. As of November 5, 2026, the Reporting Persons in the aggregate beneficially owned 13,216,919 shares of Common Stock, comprised of: 3,678,998 shares of Common Stock; 7,800,000 shares of Common Stock issuable upon the exercise of warrants having an exercise price of equal to $0.0000001 per share; and 1,737,921 shares of Common Stock issuable upon the exercise of warrants having an exercise price of equal to $5.754 per share. This represents approximately 58.4% of the shares of Common Stock outstanding, calculated pursuant to Rule 13d-3 under the Exchange Act, based on 13,089,163 shares of Common Stock outstanding as of August 10, 2026, as reported in the Issuer's Form 10-Q filed on August 14, 2026, plus the 9,537,921 shares in the aggregate of Common Stock issuable upon exercise of the aforementioned warrants.
| |
| (b) | Item 5(b) of Schedule 13D is supplemented as follows:
The responses of the Reporting Persons to Rows 7, 8, 9 and 10 (including any related Comment) on the cover pages of this Amendment No. 3, as of November 5, 2026, are incorporated herein by reference.
| |
| (c) | Item 5(c) of Schedule 13D is supplemented as follows:
Except as set forth in this Amendment No. 3, none of the Reporting Persons, or, to the knowledge of the Reporting Persons, any other person named in Item 2 of the Schedule 13D, effected any transaction in the Common Stock in the past 60 days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of Schedule 13D is supplemented as follows:
The information set forth in Item 4 this Amendment No. 3 is incorporated by reference into this Item 6. The foregoing summary of the Warrant Issuance Agreement does not purport to be complete and is qualified in the entirety by the full text the Warrant Issuance Agreement, a copy of which is filed as Exhibit 10.1 to this Amendment No. 3, and is incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of Schedule 13D is supplemented as follows:
Exhibit
Number
10.1 Warrant Issuance Agreement (filed herewith). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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