LanzaTech Global Files 8-K for LanzaJet Recapitalization and $10M Note Issuance

LanzaTech Global, Inc. filed an 8-K with the Securities and Exchange Commission on October 14, 2026, reporting the completion of a series of recapitalization and deleveraging transactions for LanzaJet, Inc. The filings detail the issuance of $10,000,000 in senior secured notes to Future Solution Investments LLC, an entity affiliated with a large existing stockholder of LanzaTech Global. These transactions are designed to support the next phase of growth and operations at LanzaJet’s facility in Soperton, Georgia.

The 8-K identifies four primary agreements entered into on the closing date. The first is a secured note purchase agreement between LanzaJet, its subsidiary LanzaJet Freedom Pines Fuels LLC (FPF), and Future Solution Investments LLC. Under this agreement, LanzaJet issued $10,000,000 in senior secured notes immediately. Future Solution Investments LLC has committed to purchasing an additional $10,000,000 by December 1, 2026, subject to specific conditions. LanzaTech or its affiliates may also purchase up to $5,000,000 of these notes at that subsequent closing. The notes carry a floating interest rate equal to the prime rate plus 2.25%, with a floor of 7.00%. For the first eleven payment dates, cash interest will be paid at 7.00%, with the excess accruing.

The second agreement is a warrant exchange agreement involving LanzaJet, LanzaTech, and other stockholders and lenders. Existing FPF indebtedness, convertible notes, preferred stock, and certain offtake rights were exchanged for warrants to purchase Senior Preferred Stock of LanzaJet. This new equity ranks senior to existing preferred and common stock. Upon exercise of these warrants by LanzaTech, assuming $20,000,000 of the senior secured notes is funded, LanzaTech would own 66.67% of LanzaJet’s fully diluted shares. This position also grants LanzaTech at least 66.67% of the total voting power and the right to designate the chairperson and one additional member of the LanzaJet board of directors.

The remaining agreements include a fourth amended and restated stockholders’ agreement for LanzaJet and a warrant issuance agreement between LanzaTech Global and Future Solution Investments LLC. The latter involves the issuance of warrants to purchase shares of LanzaTech Global’s common stock to LanzaTech Global SPV, LLC, an entity controlled by a large existing stockholder.

The senior secured notes are guaranteed by FPF and secured by first-priority liens on substantially all assets of LanzaJet and FPF. This collateral includes equity interests in subsidiaries, intellectual property, and a collateral assignment of LanzaJet’s license from LanzaTech. Following the transactions, the senior secured notes constitute LanzaJet’s primary senior secured indebtedness, while remaining FPF debt is subordinated to them.