| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/24/2025 |
3. Issuer Name and Ticker or Trading Symbol
LanzaTech Global, Inc. [ LNZA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Convertible Promissory Notes | (1) | 08/06/2029 | Common Stock, par value $0.0001 per share | 44,968,002(2) | $1.25 | I | See Footnotes(3) |
| Explanation of Responses: |
| 1. On August 5, 2024, Carbon Direct Fund II Blocker I LLC (the "Fund") entered into a Convertible Note Purchase Agreement (the "Note Purchase Agreement") with LanzaTech Global, Inc. (the "Issuer"), pursuant to which the Issuer agreed to issue and sell convertible promissory notes (the "Convertible Notes") to the Fund. The Convertible Notes are convertible into Common Stock, par value $0.0001 per share of the Issuer ("Common Stock") at any time at the holder's election and automatically upon the occurrence of certain events as set forth in the Convertible Notes, as described in the Form of Convertible Promissory Note included in the Issuer's Form 8-K filed on August 8, 2024 ("Form 8-K") as Exhibit 4.1 ("Exhibit 4.1"). |
| 2. The Convertible Notes represent, in the aggregate, at least $40,150,000 in principal amount to the Fund. Pursuant to the Note Purchase Agreement, interest accrues on the Convertible Notes at a rate equal to 8% per annum. The reported securities represent the aggregate amount of Common Stock that the Fund may acquire (inclusive of future interest payments) upon conversion of the Convertible Notes on their expiration date. The descriptions of the Note Purchase Agreement and the Convertible Notes in this filing do not purport to be complete and are subject to and qualified in their entirety by reference to Exhibit 10.1 of the Form 8-K ("Exhibit 10.1") and Exhibit 4.1, respectively. |
| 3. The reported securities are directly owned by the Fund and may be deemed to be indirectly beneficially owned by each of: (i) Carbon Direct II GP LLC, the managing member of the Fund (the "Managing Member"); (ii) Carbon Direct Capital Management LLC ("Carbon Direct CM"), the investment manager of the Fund; and (iii) Jonathan Goldberg as the managing member of the Managing Member and Carbon Direct CM (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| Remarks: |
| These securities are also directly beneficially owned by Carbon Direct Fund II Blocker I LLC and indirectly beneficially owned by Carbon Direct II GP LLC and Jonathan Goldberg and will also be reported on a subsequent Form 3 made by Carbon Direct II GP LLC, Carbon Direct Fund II Blocker I LLC and Jonathan Goldberg once CIK codes are received. |
| Carbon Direct Capital Management LLC, By: /s/ Jonathan Goldberg, Name: Jonathan Goldberg, Title: Managing Member | 04/03/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||