UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On July 10, 2025 (the “Amendment Date”) in connection with the amendments to the Loan Agreement (as defined below) and the Framework Agreement (as defined below) contemplated by the previously reported consent (the “Consent”) of BGTF LT Aggregator LP (“BGTF”), LanzaTech Global, Inc. (the “Company”), LanzaTech, Inc. and LanzaTech NZ, Inc. (collectively, the “LanzaTech Parties”) and BGTF entered into Amendment No. 1 to Loan Agreement (the “Loan Agreement Amendment”) amending that certain Loan Agreement, dated as of February 14, 2025, by and among the LanzaTech Parties and BGTF (the “Loan Agreement” and, as amended by the Loan Agreement Amendment, the “Amended Loan Agreement”), and LanzaTech, Inc. and BGTF entered into Amendment No. 1 to Framework Agreement (the “Framework Agreement Amendment” and, together with the Loan Agreement Amendment, the “Amendments”) amending that certain Framework Agreement, dated as of October 2, 2022, by and between LanzaTech, Inc. and BGTF (the “Framework Agreement” and, as amended by the Framework Agreement Amendment, the “Amended Framework Agreement”).
As previously disclosed:
| ● | Under the Amended Loan Agreement, (i) the maturity date of the loan has been extended from October 3, 2027 to December 3, 2029 (the period from October 4, 2027 to December 3, 2029, the “extension period”), (ii) interest will accrue on a daily basis on the unpaid principal balance of the loan at (a) 8% per annum, payable quarterly in cash, from October 4, 2027 through and including December 3, 2028 and (b) 12% per annum, payable quarterly in cash, from December 4, 2028 through and including December 3, 2029 and (iii) during the extension period, the deemed repayment provisions set forth in the Loan Agreement associated with equity funding required for qualifying projects will not apply to eligible projects under the Amended Framework Agreement with respect to which BGTF has (or is deemed to have) delivered a rejection notice; and |
| ● | Under the Amended Framework Agreement, the end date of the initial term has been extended from October 2, 2027 to December 3, 2028. |
Each Amendment further provides that the extension terms described above will be null and void and of no further force and effect unless one of the following conditions is satisfied by October 3, 2027: (i) (x) a Subsequent Financing (as defined in the Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Preferred Stock”), dated June 2, 2025 (the “A&R CoD”)) or Other Financing (as defined in the A&R CoD) has been consummated and (y) either (A) all outstanding shares of the Series A Preferred Stock have been converted into shares of common stock of the Company or (B) the intercreditor agreement between BGTF and LanzaTech Global SPV, LLC, the purchaser of the Series A Preferred Stock (the “Preferred Investor”) is in effect providing that any right of payment of the Preferred Investor (and/or its permitted assignees) in connection with (1) a redemption of the Series A Preferred Stock using cash from the Company’s balance sheet, (2) a Promissory Note (as defined in the A&R CoD) or (3) any other indebtedness incurred through an exchange of the Series A Preferred Stock shall, in each case, be subordinated to all of BGTF’s right of payment to the loan under the Amended Loan Agreement and the guarantees thereof; or (ii) an In-Court Restructuring (as defined in the Amendments) has been completed.
The foregoing summaries of the Loan Agreement Amendment and the Framework Agreement Amendment do not purport to be complete and are qualified in their entirety by the full text of such Amendments, copies of which are being filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and are incorporated by reference herein.
For more information regarding the Framework Agreement and the Loan Agreement, we refer you to the full texts thereof filed as Exhibit 10.32 and Exhibit 10.41, respectively, to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2025. For more information on the A&R CoD, we refer you to the full text of the Amended and Restated Certificate of Designation of Series A Convertible Senior Preferred Stock, filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 3, 2025.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description |
| 10.1 | Amendment No. 1 to Loan Agreement, dated July 10, 2025, among the LanzaTech Parties and BGTF. |
| 10.2 | Amendment No. 1 to Framework Agreement, dated July 10, 2025, between LanzaTech, Inc. and BGTF. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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: July 16, 2025
| LANZATECH GLOBAL, INC. | ||
| By: | /s/ Amanda Koenig Fuisz | |
| Name: | Amanda Koenig Fuisz | |
| Title: | Interim General Counsel | |