SecProbe.io

United States securities and exchange commission logo
May 23, 2024
Jennifer Holmgren
Chief Executive Officer and Director
LanzaTech Global, Inc.
8045 Lamon Avenue
Suite 400
Skokie, Illinois 60077
Re:LanzaTech Global, Inc.
Registration Statement on Form S-3
Filed May 9, 2024
File No. 333-279239
Dear Jennifer Holmgren:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3 filed May 9, 2024
General
1.We note that your Form S-3 includes a prospectus for selling stockholders, which covers
(i) the issuance by you of up to 23,403,989 shares of your common stock issuable upon
the exercise of certain convertible securities and (ii) the offering and sale of up to
226,840,670 shares of your common stock and up to 8,857,762 warrants to purchase your
common stock that may be sold in one or more secondary offerings by the selling
stockholders from time to time. However, it appears that you currently have an effective
S-1 registration statement, File No. 333-269735, that has registered this transaction.
Therefore, please remove this prospectus from your S-3 registration statement, or tell us
why it is permissible for you to register this transaction on this S-3 registration statement.

 FirstName LastNameJennifer Holmgren
 Comapany NameLanzaTech Global, Inc.
 May 23, 2024 Page 2
 FirstName LastName
Jennifer Holmgren
LanzaTech Global, Inc.
May 23, 2024
Page 2
2.We note your disclosure in your annual report for the fiscal year-ended December 31,
2023 that "LanzaTech no longer qualified as an smaller reporting company as of the last
business day of the Company’s second fiscal quarter." Because the company no longer
appears to be a smaller reporting company, please revise to include, or incorporate by
reference to, three years of Statements of Operations and Comprehensive Income (Loss),
Stockholder Equity (Deficit), and Cash Flows. See Rules 3-02 and 3-04 of Regulation S-
X.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545
with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Kerry Burke