LanzaTech Global Inc美股招股说明书(2026-05-18版)

2,000,000 Shares of Common Stock We are offering 2,000,000 shares of our common stock, par value $0.0000001 per share, directly to certain institutional investors pursuant to thisprospectus supplement and the accompanying prospectus and a securities purchase agreement with such investors. Our common stock is listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “LNZA.” On May14, 2026, the last reported sale price ofour common stock was $17.15 per share. We have engaged D. Boral Capital LLC to act as our sole placement agent in connection with this offering. The placement agent is not purchasing thesecurities offered by us in this offering and is not required to arrange the purchase or sale of any specific number or dollar amount of securities, but willuse its reasonable best efforts to arrange for the sale of the securities offered hereby. We have agreed to pay the placement agent fees set forth in thetable below. See “Plan of Distribution” of this prospectus supplement for more information. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-4 of this prospectussupplement, as well as those risk factors described in the documents that are incorporated herein by reference, for adiscussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement is truthful or complete. Anyrepresentation to the contrary is a criminal offense. PerShareofCommonStockTotalPublic offering price$10.00$20,000,000.00Placement agent fees(1)$0.65$1,300,000.00Proceeds to us, before expenses$9.35$18,700,000.00 (1)We have agreed to pay the placement agent a cash fee equal to 6.5% of the gross proceeds received by us from the sale of shares of common stockin this offering. In addition, we have agreed to reimburse certain expenses of the placement agent in connection with this offering. See “Plan ofDistribution” beginning on page S-18 of this prospectus supplement for a description of the compensation to be received by the placement agent. Delivery of the shares of common stock is expected to be made on or about May 18, 2026. Sole Placement Agent Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDILUTIONDESCRIPTION OF COMMON STOCKCERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSMARKET, INDUSTRY AND OTHER DATAWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCETHE COMPANY RISK FACTORS USE OF PROCEEDSDESCRIPTION OF COMMON STOCKDESCRIPTION OF PREFERRED STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF SUBSCRIPTION RIGHTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also supplementsand updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement andthe accompanying prospectus. The second part is the accompanying prospectus, which provides more general information, some of which may not applyto this offering. If the information contained or incorporated by reference in this prospectus supplement differs or varies from the information containedin the accompanying prospectus or in any document incorporated by reference that was filed with the Securities and Exchange Commission (the “SEC”)before the date of this prospectus supplement, you should rely on the information set forth in this prospectus supplement. In general, when we refer tothe prospectus, we are referring to both the prospectus supplement and the accompanying prospectus combined. You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and in anyfree writing prospectus we may provide to you in connection with this offering. Neither we nor the placement agent have authorized any other person toprovide you with any information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. We areoffering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. The distribution of this prospectussupplement and the offering of the securities in certain jurisdictions may be restricted by law. Persons outside the United States who come intopossession of this