Khosla Ventures and affiliated reporting persons filed Amendment No. 3 to their Schedule 13D regarding LanzaTech Global, Inc. (NASDAQ:LNZA) on November 6, 2026, disclosing the issuance of warrants to an entity controlled by the reporting persons in connection with a LanzaJet recapitalization completed on October 14, 2026.

Key Highlights

  • Triggering event: October 14, 2026 closing of a series of recapitalization and deleveraging transactions involving LanzaJet, Inc. and its subsidiary LanzaJet Freedom Pines Fuels LLC.
  • Warrants issued: The Issuer issued warrants to purchase 1,737,921 shares of Common Stock at an exercise price of $5.754 per share, equal to 105% of the closing price on the trading day immediately preceding the October 14, 2026 closing.
  • Vinod Khosla's aggregate beneficial ownership: 13,216,919 shares, representing 58.4% of the class, according to the filing.
  • Khosla Ventures III, L.P. ownership: 138,753 shares, representing 1.06% of the class, with zero sole voting or dispositive power and all power shared.
  • Share count basis: Percentage calculations use 13,089,163 shares of Common Stock outstanding as of August 10, 2026, plus warrants for 7,800,000 shares at $0.0000001 per share and 1,737,921 shares at $5.754 per share.
  • Potential additional warrants: On or before December 1, 2026, the Issuer may issue additional FSI Warrants at 105% of the closing price on the trading day immediately preceding that date.
  • Stockholder meeting required: The Issuer has agreed to hold a stockholder meeting no later than July 30, 2027, to seek approval to increase authorized shares and approve the issuance under Nasdaq Listing Rule 5635.

LanzaJet Recapitalization Triggers Warrant Issuance to Khosla-Controlled Entity

According to the filing, on October 14, 2026, LanzaTech Global, Inc., its wholly-owned subsidiary LanzaTech, Inc., LanzaJet, Inc., and certain other stockholders and lenders of LanzaJet completed a set of related recapitalization and deleveraging transactions involving LanzaJet and LanzaJet Freedom Pines Fuels LLC, described in the filing as being intended "to support LanzaJet's next phase of growth and operations at FPF's facility in Soperton, Georgia." LanzaTech is described as a significant equity holder in LanzaJet, a sustainable aviation fuel company.

As part of those transactions, the Issuer entered into a Warrant Issuance Agreement with Future Solution Investments LLC ("FSI"), pursuant to which the Issuer issued warrants to an entity controlled by the reporting persons. Those warrants cover 1,737,921 shares of Common Stock at an exercise price of $5.754 per share and are "exercisable for cash or on a cashless basis and subject to adjustments in certain events," the filing states. A second tranche of warrants may be issued on or before December 1, 2026, at an exercise price equal to 105% of the closing price on the trading day immediately preceding that date, subject to certain conditions.

The Warrant Issuance Agreement also requires the Issuer to register with the SEC the resale of the Warrant Shares within 60 business days after their issuance, according to the filing. Vinod Khosla, as a reporting person, reported aggregate beneficial ownership of 13,216,919 shares, representing 58.4% of the class, a figure that incorporates both the outstanding shares and shares issuable upon exercise of warrants at both exercise price levels. The filing identifies Khosla Ventures III, L.P., Khosla Ventures Associates III, LLC, VK Services, LLC, and Vinod Khosla individually as the four reporting persons, all organized or domiciled in Delaware or the United States.

What Was Disclosed

This Amendment No. 3 to Schedule 13D discloses that reporting persons affiliated with Khosla Ventures received warrants for 1,737,921 shares of LanzaTech Global common stock at $5.754 per share following a LanzaJet recapitalization, and that Vinod Khosla now reports beneficial ownership of 58.4% of the class.