Form SCHEDULE 13G LanzaTech Global, Inc. Filed by: TINDALL STEPHEN ROBERT
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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LanzaTech Global, Inc. (Name of Issuer) |
Common Stock, par value $0.0000001 per share ("Common Stock") (Title of Class of Securities) |
(CUSIP Number) |
01/21/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
K ONE W ONE (NO 3) Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW ZEALAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,191,877.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
K ONE W ONE (NO 2) Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW ZEALAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,651.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
TINDALL STEPHEN ROBERT | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW ZEALAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,215,528.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
LanzaTech Global, Inc. | |
| (b) | Address of issuer's principal executive offices:
8045 LAMON AVENUE, SUITE 400, SKOKIE, ILLINOIS, 60077. | |
| Item 2. | ||
| (a) | Name of person filing:
(i) K ONE W ONE (NO 2) Ltd ("K One No 2")
(ii) K ONE W ONE (NO 3) Ltd ("K One No 3")
(iii) Sir Stephen Robert Tindall ("Sir Stephen")
This Schedule 13G is being filed jointly by K ONE W ONE (NO 2) LIMITED, a New Zealand limited liability company ("K One No 2"), K ONE W ONE (NO 3) LIMITED, a New Zealand limited liability company ("K One No 3"), and Sir Stephen Robert Tindall ("Sir Stephen", and together with K One No 2 and K One No 3, the "Reporting Persons").
K One No 2 directly beneficially owns 23,651 shares of Common Stock. K One No 3 directly beneficially owns 1,191,877 shares of Common Stock. Sir Stephen directly owns 90% of the outstanding equity interests in each of K One No 2 and K One No 3 and controls the holder of the remaining 10% of the outstanding equity interests in each entity. Accordingly, Sir Stephen may be deemed to beneficially own the aggregate 1,215,528 shares held by K One No 2 and K One No 3.
The Reporting Persons are under common control and as a result, the Reporting Persons may be deemed to be members of a group. However, the Reporting Persons disclaim such group membership, and this Schedule 13G shall not be deemed an admission that the Reporting Persons are members of a group for purposes of Section 13 or for any other purpose. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address for K One No 2 is Level 4, 4 Graham Street, Auckland 1010, New Zealand.
The principal business address for K One No 3 is Level 4, 4 Graham Street, Auckland 1010, New Zealand.
The principal business address for Sir Stephen is c/o K One W One (No 3) Ltd, Level 4, 4 Graham Street, Auckland 1010, New Zealand. | |
| (c) | Citizenship:
K One No 2 is a New Zealand limited liability company. K One No 3 is a New Zealand limited liability company. Sir Stephen is a citizen of New Zealand. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0000001 per share ("Common Stock") | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of July 23, 2026, K One No 2 directly beneficially owns 23,651 Shares. As of July 23, 2026, K One No 3 directly beneficially owns 1,191,877 Shares. As of July 23, 2026, Sir Stephen may be deemed the beneficial owner of 1,215,528 Shares. This amount consists of 23,651 Shares held by K One No 2 and 1,191,877 Shares held by K One No 3. | |
| (b) | Percent of class:
As of July 23, 2026, K One No 2 directly beneficially owns approximately 0.2% of Shares outstanding. As of July 23, 2026, K One No 3 directly beneficially owns approximately 9.1% of Shares outstanding. As of July 23, 2026 Sir Stephen may be deemed the beneficial owner of approximately 9.3% of Shares outstanding.
The percentages reported herein are based on 13,089,163 shares of Common Stock outstanding after giving effect to the Issuer's offering, as reported by the Issuer in its prospectus supplement filed with the Securities and Exchange Commission on May 18, 2026. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
K One No 2: 0
K One No 3: 0
Sir Stephen: 0 | ||
| (ii) Shared power to vote or to direct the vote:
K One No 2: 23,651
K One No 3: 1,191,877
Sir Stephen: 1,215,528 | ||
| (iii) Sole power to dispose or to direct the disposition of:
K One No 2: 0
K One No 3: 0
Sir Stephen: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
K One No 2: 23,651
K One No 3: 1,191,877
Sir Stephen: 1,215,528 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 24.1 Power of Attorney
Exhibit 24.2 Power of Attorney
Exhibit 24.3 Power of Attorney
Exhibit 99.1 Joint Filing Agreement |
ATTACHMENTS / EXHIBITS