M&A - Khosla Ventures III, L.P.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025068509

Filing Summary: On May 7, 2025, Khosla Ventures III, L.P. and certain related parties, entered into a Preferred Stock Purchase Agreement with LanzaTech Global, Inc. (the "Issuer") to purchase 20 million shares of Series A Convertible Senior Preferred Stock for $40 million. This transaction is aimed at securing an investment in the company and allows for the conversion of preferred shares into common stock. The preferred shares issued are tied to specific conditions, including the necessity for obtaining stockholder approvals for various corporate actions, such as a reverse stock split and related financing measures. This acquisition will increase Khosla Ventures' beneficial ownership in the Issuer to approximately 25%, equating to 62,867,361 shares as of May 9, 2025, which includes shares from the recent preferred stock issuance. Khosla Ventures has also committed to various restrictions regarding changes in corporate governance and financing until the stockholder approvals are obtained. The subsequent financing must occur within ten business days following these approvals. In conjunction with this acquisition, various agreements have been established that detail the rights of Khosla Ventures regarding governance and registration of the preferred shares, reflecting the commitment to actively participate in the Issuer's management and strategy going forward.