LanzaTech Global Files 8-K on Security Holder Rights & Bylaws
Ticker: LNZAW · Form: 8-K · Filed: Oct 8, 2024 · CIK: 1843724
| Field | Detail |
|---|---|
| Company | Lanzatech Global, INC. (LNZAW) |
| Form Type | 8-K |
| Filed Date | Oct 8, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $0.0001, $11.50, $150.0 million, $40.15 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, bylaws, shareholder-rights
TL;DR
LanzaTech filed an 8-K detailing changes to security holder rights and bylaws, with potential votes upcoming.
AI Summary
LanzaTech Global, Inc. filed an 8-K on October 8, 2024, reporting on events that occurred on October 2, 2024. The filing indicates material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. It also notes the submission of matters to a vote of security holders and includes financial statements and exhibits.
Why It Matters
This 8-K filing signals potential changes in LanzaTech's corporate structure or governance that could impact shareholder rights and the company's operational framework.
Risk Assessment
Risk Level: medium — Filings related to modifications of security holder rights and amendments to bylaws can indicate significant corporate events that may affect stock value and investor confidence.
Key Numbers
- 001-40282 — SEC File Number (Identifies LanzaTech's filing with the SEC.)
- 92-2018969 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- LanzaTech Global, Inc. (company) — Registrant
- AMCI Acquisition Corp. II (company) — Former Company Name
- Delaware (jurisdiction) — State of Incorporation
- October 2, 2024 (date) — Earliest event reported date
- October 8, 2024 (date) — Date of Report
FAQ
What specific material modifications were made to the rights of LanzaTech Global, Inc. security holders?
The filing indicates material modifications to the rights of security holders, but the specific details are not provided in the summary text, requiring a review of the full document.
What amendments were made to LanzaTech Global, Inc.'s articles of incorporation or bylaws?
The 8-K reports amendments to the articles of incorporation or bylaws, but the exact nature of these amendments is not detailed in the provided text.
Were any matters submitted to a vote of LanzaTech Global, Inc. security holders?
Yes, the filing explicitly states the submission of matters to a vote of security holders as an item of information.
What is the significance of the 'Former Company' name 'AMCI Acquisition Corp. II'?
This indicates that LanzaTech Global, Inc. was formerly known as AMCI Acquisition Corp. II, suggesting a name change or corporate restructuring event.
When did the name change from AMCI Acquisition Corp. II to LanzaTech Global, Inc. occur?
The date of the name change from AMCI Acquisition Corp. II to LanzaTech Global, Inc. was February 1, 2021.
Filing Stats: 1,147 words · 5 min read · ~4 pages · Grade level 11.4 · Accepted 2024-10-08 16:59:53
Key Financial Figures
- $0.0001 — ich registered Common Stock, par value $0.0001 per share LNZA The Nasdaq Stock Market
- $11.50 — of Common Stock at an exercise price of $11.50 LNZAW The Nasdaq Stock Market LLC Ind
- $150.0 million — up to an aggregate principal amount of $150.0 million of convertible notes (the "Convertible
- $40.15 million — st 6, 2024, the Company issued and sold $40.15 million of Convertible Notes to the accredited
Filing Documents
- amci-20241002.htm (8-K) — 44KB
- lnza-charteramendmentcb1.htm (EX-3.1) — 3KB
- lnza-charteramendmentcb1001.jpg (GRAPHIC) — 134KB
- 0001628280-24-042551.txt ( ) — 408KB
- amci-20241002.xsd (EX-101.SCH) — 2KB
- amci-20241002_def.xml (EX-101.DEF) — 18KB
- amci-20241002_lab.xml (EX-101.LAB) — 30KB
- amci-20241002_pre.xml (EX-101.PRE) — 18KB
- amci-20241002_htm.xml (XML) — 4KB
03 Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders. At a Special Meeting of Stockholders of LanzaTech Global, Inc. (the "Company"), held on October 2, 2024 (the "Special Meeting"), and as further described in Item 5.07 below, upon the recommendation of the Company's Board of Directors (the "Board"), the Company's stockholders voted on and approved an amendment (the "Amendment") to the Company's Second Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to increase the number of authorized shares of common stock from 400,000,000 shares to 600,000,000 shares. The foregoing description of the Amendment is qualified, in its entirety, by the full text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1, and is incorporated herein by reference. The Amendment became effective on October 3, 2024, upon filing with the Secretary of State of the State of Delaware.
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described under Item 3.03, on October 3, 2024, the Company filed the Amendment with the Secretary of State of the State of Delaware. The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. On October 2, 2024, the Company held the Special Meeting. At the close of business on August 29, 2024, the record date for the Special Meeting, there were 197,782,055 shares of the Company's common stock outstanding and entitled to vote. A total of 115,467,888 shares of the Company's common stock, or approximately 58.4% of the total shares entitled to vote, were represented at the Special Meeting in person or by proxy. As the Company previously disclosed, on August 5, 2024, the Company entered into a Convertible Note Purchase Agreement with an accredited investor, pursuant to which the Company agreed to sell and issue to the accredited investor and other purchasers in a private placement transaction in one or more closings up to an aggregate principal amount of $150.0 million of convertible notes (the "Convertible Notes"). On August 6, 2024, the Company issued and sold $40.15 million of Convertible Notes to the accredited investor pursuant to such Convertible Note Purchase Agreement. Under the Convertible Notes, the Company was obligated to seek approval from its stockholders to increase its authorized shares of common stock and under Rule 5635 of the Nasdaq Listing Rules for the issuance of shares of common stock in connection with settlement of the Convertible Notes. Stockholders voted on the following four proposals at the Special Meeting, all of which are described in the Company's definitive proxy statement for the Special Meeting, filed with the Securities and Exchange Commission on September 9, 2024, and cast their votes as described below. A. Stockholders approved an amendment to the Company's Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 400,000,000 to 600,000,000. The final results of the voting were as follows: Number of shares For 97,928,612 Number of shares Against 17,526,138 Number of shares Abstaining 13,138
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of LanzaTech Global, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
SIGNATURES
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: October 8, 2024 LANZATECH GLOBAL, INC. By: /s/ Joseph Blasko Name: Joseph Blasko Title: General Counsel and Corporate Secretary 4