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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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LanzaTech Global, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
51655R101 (CUSIP Number) |
Jonathan Goldberg c/o Carbon Direct Capital Management LLC, 17 State Street, 6th Floor New York, NY, 10004 212-742-3700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 51655R101 |
| 1 |
Name of reporting person
Carbon Direct Fund II Blocker I LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
44,968,002.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 51655R101 |
| 1 |
Name of reporting person
Carbon Direct II GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
44,968,002.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 51655R101 |
| 1 |
Name of reporting person
Carbon Direct Capital Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
44,968,002.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
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| CUSIP No. | 51655R101 |
| 1 |
Name of reporting person
Jonathan Goldberg | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
44,968,002.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
LanzaTech Global, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
8045 LAMON AVENUE, SUITE 400, SKOKIE,
ILLINOIS
, 60077. | |
Item 1 Comment:
The name of the issuer is LanzaTech Global, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 8045 Lamon Avenue, Suite 400, Skokie, Illinois 60077. This Schedule 13D relates to the Issuer's Common Stock, par value $0.0001 per share (the "Common Stock"). | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed jointly by Carbon Direct Fund II Blocker I LLC (the "Fund"), a Delaware limited liability company, Carbon Direct II GP LLC, a Delaware limited liability company (the "General Partner"), Carbon Direct Capital Management LLC, a Delaware limited liability company ("Carbon Direct CM"), and Jonathan Goldberg, a United States citizen (collectively, the "Reporting Persons"). | |
| (b) | The principal business address for each of the Reporting Persons is 17 State Street, 6th Floor, New York, New York, 10004. | |
| (c) | Jonathan Goldberg is the managing member of the General Partner and Carbon Direct CM. The principal business of Carbon Direct CM is serving as an investment adviser to its clients. The principal business of the General Partner is serving as the general partner or its equivalent to certain private funds and related investment entities. Carbon Direct CM is the investment manager to the Fund and the General Partner is the managing member of the Fund. The principal business of the Fund is purchasing, holding and selling securities for investment purposes. | |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Persons disclaim membership in a group. | |
| (f) | Carbon Direct Fund II Blocker I LLC is a Delaware limited liability company.
Carbon Direct II GP LLC is a Delaware limited liability company.
Carbon Direct Capital Management LLC is a Delaware limited liability company.
Jonathan Goldberg is a United States citizen. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The funds for the purchase of the Common Stock for the Fund came from the working capital of the Fund. No borrowed funds were used to purchase the Common Stock, other than borrowed funds used for working capital purposes in the ordinary course of business. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons acquired the Common Stock for investment purposes. The Reporting Persons reserve the right to be in contact with members of the Issuer's management, the members of the Issuer's board of directors (the "Board"), other significant shareholders and others regarding alternatives that the Issuer could employ to increase shareholder value. In addition, the Reporting Persons will be in contact with members of the Issuer's management, the members of the Issuer's Board, other significant shareholders and others regarding the Reporting Persons' views on the long-term prospects of the Issuer. From time to time, the Reporting Persons may engage in discussions with the Board and/or members of the Issuer's management team concerning, including, without limitation, potential business combinations and strategic alternatives, the business, operations, capital structure, governance, management, strategy of the Issuer and other matters concerning the Issuer. The contact may include proposing or considering any of the actions enumerated in Item 4 of the instructions to Schedule 13D.
Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Common Stock they may be deemed to beneficially own. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, the Reporting Persons may be deemed to be the beneficial owner of 44,968,002 Common Stock, constituting 18.5% of the Common Stock*. | |
| (b) | Each of the Reporting Persons has the sole power to vote or direct the vote of 0 Common Stock; has the shared power to vote or direct the vote of 44,968,002 Common Stock; has the sole power to dispose or direct the disposition of 0 Common Stock; and has the shared power to dispose or direct the disposition of 44,968,002 Common Stock.
*The outstanding Common Stock figure is comprised of two components: (i) 197,782,055 Common Stock outstanding as reported in the Issuer's 10-Q filed by the Issuer on November 8, 2024; and (ii) 44,968,002 Common Stock of the Issuer that the Fund may acquire on conversion, exercise or exchange of certain derivative securities of the Issuer. | |
| (c) | N/A | |
| (d) | N/A | |
| (e) | N/A | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Convertible Note Purchase Agreement
On August 5, 2024, the Fund entered into the Convertible Note Purchase Agreement (the "Note Purchase Agreement") with the Issuer, pursuant to which the Issuer agreed to issue and sell convertible promissory notes representing, in the aggregate, at least $40,150,000 in principal amount to the Fund. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A: Joint Filing Agreement
Exhibit B: Schedule of Transactions in Common Stock | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 10001). |