LanzaTech (LNZA) - 2024 Q1 - Quarterly Results

Item 1.01 Entry into a Material Definitive Agreement Details LanzaTech Global, Inc.'s entry into At Market Issuance Sales Agreements (ATM Agreements) with B. Riley Securities for common stock offerings At Market Issuance Sales Agreement (ATM Agreements) LanzaTech Global, Inc. entered into At Market Issuance Sales Agreements (ATM Agreements) with B. Riley Securities on May 9, 2024, enabling the company to offer and sell up to $100 million of its common stock through 'at the market offerings' - On May 9, 2024, LanzaTech Global, Inc. entered into an At Market Issuance Sales Agreement and a Terms Agreement (collectively, 'ATM Agreements') with B. Riley Securities, Inc.[4] - The ATM Agreements allow the Company to offer and sell shares of its common stock with an aggregate offering price of up to $100 million[4][5] - Sales can be made as 'at the market offerings' with B. Riley Securities acting as agent or principal, with specific daily, weekly, and twelve-month principal purchase limits for B. Riley Securities[5] B. Riley Securities Commission Structure | Transaction Type | Commission Rate | | :--------------- | :-------------- | | Agency transactions | Up to 3.0% of gross sales price | | Principal transactions | 5.0% of purchase price | - The issuance and sale of shares are subject to the effectiveness of the Company's registration statement on Form S-3, filed on May 9, 2024[7] Item 2.02 Results of Operations and Financial Condition Reports LanzaTech Global, Inc.'s announcement of Q1 2024 financial results and related stakeholder communications Q1 2024 Financial Results Announcement LanzaTech Global, Inc. announced its financial results for the quarter ended March 31, 2024, via a press release and will host a conference call, providing an earnings presentation to stakeholders - LanzaTech Global, Inc. issued a press release on May 9, 2024, announcing financial results for the quarter ended March 31, 2024[10] - A conference call was scheduled for May 9, 2024, to discuss the Q1 2024 financial results, accompanied by an earnings presentation[11] - The press release (Exhibit 99.1) and earnings presentation (Exhibit 99.2) are furnished with the Form 8-K and are not deemed 'filed' for Section 18 of the Exchange Act[11][12] Forward-looking Statements Provides a cautionary disclaimer regarding forward-looking statements, outlining inherent risks and uncertainties Forward-looking Statements Disclaimer This section provides a standard cautionary statement regarding forward-looking statements made in the report, highlighting inherent risks, uncertainties, and assumptions that could cause actual results to differ materially from projections - Forward-looking statements are based on management's beliefs and assumptions but are not guarantees of future performance and involve known and unknown risks and uncertainties[13] - Risks and uncertainties are detailed in LanzaTech's Annual Report on Form 10-K for 2023 and Quarterly Report on Form 10-Q for Q1 2024[13] - LanzaTech undertakes no obligation to update or revise any forward-looking statements, except as required by law[13] Item 9.01 Financial Statements and Exhibits Lists all financial statements and exhibits furnished as part of the Form 8-K filing Exhibits List This section lists the documents furnished as exhibits to the Form 8-K, which include the Q1 2024 earnings press release, the earnings presentation, and the interactive data file Exhibits to Form 8-K | Exhibit Number | Description | | :------------- | :---------- | | 99.1 | LanzaTech 1Q24 Earnings Press Release, dated May 9, 2024 | | 99.2 | LanzaTech 1Q24 Earnings Presentation, dated May 9, 2024 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | FORM 8-K Filing Details and Signatures Outlines the registrant's identification details and formalizes the Form 8-K filing with required signatures Registrant and Filing Details Provides the basic identification details of LanzaTech Global, Inc. as the registrant for this Form 8-K filing, including its jurisdiction, SEC file number, and registered securities - Registrant: LanzaTech Global, Inc., a Delaware corporation[1][2] Securities Registered | 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 | | Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 | LNZAW | The Nasdaq Stock Market LLC | Signatures This section formally concludes the Form 8-K filing with the required signatures, certifying that the registrant has duly caused the report to be signed on its behalf - The report was signed on May 9, 2024, by Joseph Blasko, General Counsel and Corporate Secretary of LanzaTech Global, Inc.[16][17]