SecProbe.io

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 June 6, 2025

Jennifer Holmgren, Ph.D.
Chief Executive Officer and Director
LanzaTech Global, Inc.
8045 Lamon Avenue
Suite 400
Skokie, Illinois 60077

 Re: LanzaTech Global, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed May 27, 2025
 File No. 001-40282
Dear Jennifer Holmgren Ph.D.:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A filed May 27, 2025
What is the effect of the Special proposals on our stockholders?, page 18

1. We note your disclosure that, if the stockholders approve the proposals
in this proxy
 statement, any Preferred Stock voting cap would fall away and the voting
power of
 the existing holders of Common Stock will decrease. We also note your
disclosure on
 page 10 that the voting rights of the Preferred Stock are capped as
described in the
 Certificate of Designation unless and until the stockholders approve the
Nasdaq
 Listing Rule Proposals. Please revise the "Potential Effects of the
Nasdaq Listing
 Approvals" disclosures on pages 47 and 49 to discuss that the approval
of these
 proposals will result in any Preferred Stock voting cap falling away and
why.
Proposal 4
The Increased Authorized Share Proposal, page 29

2. We note your disclosure that each Warrant is exercisable at a price
equal to
 $0.0000001 per Warrant Share, but the warrants will not be exercisable
unless and
 June 6, 2025
Page 2

 until, among other things, the Requisite Stockholder Approvals are
obtained and you
 consummate a subsequent financing (the "Conditions to Exercise"). We
also note your
 disclosure that, if the Conditions to Exercise are satisfied, each
warrant will be
 "deemed automatically exercised on a cashless, net-exercise basis."
Therefore, it
 appears that although the Warrant Shares are exercisable for a nominal
amount, the
 Conditions to Exercise will result in the warrants effectively being
exercised only on a
 cashless basis. Please revise to clarify the significance of the
cashless exercise to
 warrant holders, including whether the cashless exercise will have any
impact on the
 amount of shares per warrant received by each holder.
3. We refer to your disclosure on page 18 that the issuance of the
additional authorized
 shares pursuant to the Special Proposals will dilute the economic and
voting interests
 of your existing stockholders, including upon the conversion of the
preferred stock
 and upon the issuance of the warrant shares. Please revise to add
prominent risk factor
 disclosure addressing risks associated with the significant potential
dilution from the
 exercise of the Warrants, the issuance of the Warrant Shares, and the
issuance of
 shares underlying a Subsequent Financing to your existing stockholders.
The risk
 factor should also disclose the maximum number of shares that may be
issuable upon
 exercise of the warrants and financing as compared to the number of
shares currently
 outstanding. Please also disclose any risks related to Nasdaq delisting
due to the
 significant dilution of these issuances, if applicable.
Background
Background Regarding a Financing, page 31

4. We note your disclosure that you are actively seeking additional capital
and that the
 Subsequent Financing could result in the issuance of 700,000,000 to
1,200,000,000
 shares of common stock. We also note your disclosure that the Warrants
will not be
 exercisable unless and until, among other things, you consummate a
Financing. Please
 tell whether you have entered into any agreements for a financing, and
the status of
 any negotiations for a financing, if material. Revise your disclosure
accordingly.
Potential Effects of the Increased Authorized Share Amendment, page 32

5. We note your disclosure that, if the Increased Authorized Share
Amendment and the
 Nasdaq Listing Approvals are approved and you issue shares of Common
Stock upon
 exercise of the Warrants and in connection with a Financing, the
ownership of your
 Common Stock will be concentrated in a limited number of holders. To the
extent
 known and estimable, please disclose the potential beneficial ownership
concentration
 and identify the relevant holders. For example, we note your disclosure
on page 47
 discussing the beneficial ownership and potential beneficial ownership
of Khosla
 Ventures and its affiliates.
 June 6, 2025
Page 3

 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.

 Please contact Jane Park at 202-551-7439 or Katherine Bagley at
202-551-2545 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Marisa Stavenas, Esq.
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