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What changed in LanzaTech Global, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of LanzaTech Global, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+454 added−479 removedSource: 10-K (2026-03-31) vs 10-K (2025-04-15)

Top changes in LanzaTech Global, Inc.'s 2025 10-K

454 paragraphs added · 479 removed · 274 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

75 edited+53 added−75 removed41 unchanged
Biggest changeWe empower both resource providers and end users to become more carbon-efficient by locking carbon into products instead of releasing it into the atmosphere. 10 • Ethanol Products : Our technology produces ethanol, which serves as a chemical building block for various consumer goods, including: • Sustainable fuels, such as SAF, which is essential in the global transition to greener energy. • Household cleaners: Ethanol derived from our carbon transformation process can be used in cleaning products, reducing the environmental impact associated with conventional cleaning products. • Packaging materials: Ethanol can be a key ingredient in producing sustainable packaging materials for products like cosmetics, contributing to the reduction of plastic waste. • Fibers for clothing: We are also involved in the supply chain for the production of fibers for the fashion industry, helping to make the textile industry more sustainable. • Fragrances: Ethanol from our process can serve as a sustainable input for fragrances and perfumes, contributing to the reduction of petrochemical dependence in the fragrance industry. • Protein Products : Another significant area where we are making an impact is the production of protein products, which are used as: • Animal feed: The protein-rich byproducts of our fermentation process can be utilized as animal feed, helping to create a more sustainable supply chain for the livestock industry. • Fish feed: Our protein co-products also serve as a valuable input in fish feed, promoting more sustainable practices in aquaculture. • Fertilizers: Additionally, these protein-rich byproducts can be used in the production of fertilizers, closing the loop in the agricultural sector.
Biggest changeApplications of Our Technology Platform LanzaTech’s core platform is designed to give customers a competitive global advantage, in energy, chemicals, materials, and agriculture. • Ethanol Products : Our technology produces ethanol, which serves as a chemical building block for various consumer goods, including transportation fuels, household cleaners, packaging materials, fibers for clothing, and fragrances. • Protein Products : Another significant area where we are making an impact is the production of protein products, which are used as animal feed, fish feed, and fertilizers.
In June 2024, we extended our collaboration and launched a joint offering with LanzaJet called CirculAir™ which provides an end-to-end commercial solution utilizing LanzaTech’s Gas Fermentation platform in conjunction with LanzaJet’s ATJ platform to produce SAF and renewable diesel from a wide range of waste feedstocks, including industrial off gases, carbon dioxide and hydrogen, as well as gasified solids, such as municipal solid waste and residues from agriculture and forestry.
In June 2024, we extended our collaboration with LanzaJet and launched a joint offering with them called CirculAir™ which provides an end-to-end commercial solution utilizing LanzaTech’s Gas Fermentation platform in conjunction with LanzaJet’s ATJ platform to produce SAF and renewable diesel from a wide range of waste feedstocks, including industrial off gases, carbon dioxide and hydrogen, as well as gasified solids, such as municipal solid waste and residues from agriculture and forestry.
In addition, we agreed to provide Mitsui with the right to first offer its services to any customer who requires or requests these services. We must obtain written consent from Mitsui before soliciting customers or marketing or recommending our waste-to-ethanol technology in Japan. The Mitsui Alliance Agreement may be terminated by Mitsui without cause with three months’ notice.
In addition, we agreed to provide Mitsui with the right to first 15 offer its services to any customer who requires or requests these services. We must obtain written consent from Mitsui before soliciting customers or marketing or recommending our waste-to-ethanol technology in Japan. The Mitsui Alliance Agreement may be terminated by Mitsui without cause with three months’ notice.
Waste carbon feedstocks are globally abundant, low-cost, low-carbon, and non-competitive with food production. Utilizing the full potential of these feedstocks could yield up to 6.5 billion metric tons of gas fermentation products annually, primarily ethanol. LanzaTech’s gas fermentation process is uniquely tolerant to variable waste gas compositions, enabling diverse feedstocks and products.
Waste carbon feedstocks are globally abundant, low-cost, low-carbon, and non-competitive with food production. Utilizing the full potential of these feedstocks could yield up to 6.5 billion metric tons of gas fermentation products annually, primarily ethanol. 8 LanzaTech’s gas fermentation process is uniquely tolerant to variable waste gas compositions, enabling diverse feedstocks and products.
In exchange, we agreed to exclusively promote and designate Mitsui as our preferred provider of investment and off-take services worldwide, as well as our preferred provider of engineering, procurement and construction services in 15 Japan, subject to exceptions for certain of our existing commercial partnerships that allow us to recommend Brookfield as a provider of investment services in specified circumstances, including the Brookfield Framework Agreement.
In exchange, we agreed to exclusively promote and designate Mitsui as our preferred provider of investment and off-take services worldwide, as well as our preferred provider of engineering, procurement and construction services in Japan, subject to exceptions for certain of our existing commercial partnerships that allow us to recommend Brookfield as a provider of investment services in specified circumstances, including the Brookfield Framework Agreement.
These regulations affect our operations by imposing requirements such as: • existing and proposed business operations or the need to install enhanced or additional pollution controls; 18 • need to obtain and comply with permits and authorizations; • liability for exceeding applicable permit limits or legal requirements; and • specifications related to the ethanol we market and produce.
These regulations affect our operations by imposing requirements such as: • existing and proposed business operations or the need to install enhanced or additional pollution controls; • need to obtain and comply with permits and authorizations; • liability for exceeding applicable permit limits or legal requirements; and • specifications related to the ethanol we market and produce.
The SEC maintains www.sec.gov, containing annual, quarterly and current reports, proxy statements and other information we file electronically with the SEC. 20 Recent Developments As previously announced, LanzaTech is focused on shifting its core operations from research and development to globally deploying the Company’s proven technology.
The SEC maintains www.sec.gov, containing annual, quarterly and current reports, proxy statements and other information we file electronically with the SEC. Recent Developments As previously announced, LanzaTech is focused on shifting its core operations from research and development to globally deploying the Company’s proven technology.
GHG emissions are subject to environmental laws and regulations in the various jurisdictions in which we and our customers have operations. In the normal course of business, we and our customers and partners may be involved in legal proceedings under the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, and similar environmental laws.
GHG emissions are subject to environmental laws and regulations in the various jurisdictions in which we and our customers have operations. In the normal course of business, we and our customers and partners may be involved in 17 legal proceedings under the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, and similar environmental laws.
Key Milestones in Commercial Deployment: 9 • Pilot and Demonstration Experience: We have accumulated over 100,000 hours of field operation experience. This includes 50,000 hours of operation using steel mill waste gases and an additional 50,000 hours integrating gasification, gas treatment, and fermentation.
Key Milestones in Commercial Deployment: • Pilot and Demonstration Experience: We have accumulated over 100,000 hours of field operation experience. This includes 50,000 hours of operation using steel mill waste gases and an additional 50,000 hours integrating gasification, gas treatment, and fermentation.
We face competition from many different sources, including companies that enjoy competitive advantages over us, such as greater financial, research and development, manufacturing, personnel and marketing resources, greater brand recognition, and more experience and expertise.
We face competition from many different sources, including companies that enjoy competitive advantages 12 over us, such as greater financial, research and development, manufacturing, personnel and marketing resources, greater brand recognition, and more experience and expertise.
While carbon reduction legislation will support the business case for implementing carbon capture technology, we cannot predict the manner or extent to which such legislation may affect our customers and partners and ultimately help or harm our business.
While carbon reduction legislation may support the business case for implementing carbon capture technology, we cannot predict the manner or extent to which such legislation may affect our customers and partners and ultimately help or harm our business.
Shougang Joint Venture Articles of Association of Beijing Shougang LanzaTech Technology Co., Ltd Through our subsidiary LanzaTech Hong Kong Limited, a limited liability company organized in Hong Kong, we hold approximately 9.3% of the outstanding shares of Beijing Shougang LanzaTech Technology Co., Ltd (the “Shougang Joint Venture”) as a result of our contribution of certain intellectual property rights (see “ — Shougang Joint Venture License Agreement ” below).
Shougang Joint Venture Articles of Association of Beijing Shougang LanzaTech Technology Co., Ltd Through our subsidiary LanzaTech Hong Kong Limited, a limited liability company organized in Hong Kong, we hold approximately 9.3% of the outstanding shares of Beijing Shougang LanzaTech Technology Co., Ltd (the “Shougang Joint Venture”) as a result of our contribution of certain intellectual property rights (see “—Shougang Joint Venture License Agreement” below).
Technology Platform Development LanzaTech has made significant strides over the past 19 years in developing and scaling its gas fermentation technology, and we are now seeing its widespread commercial deployment. Our technology has evolved from a small-scale, lab-based system to large-scale industrial plants capable of processing vast amounts of waste gases and transforming them into valuable products.
Technology Platform Development LanzaTech has made significant strides over the past 20 years in developing and scaling its gas fermentation technology, and we are now seeing its widespread commercial deployment. Our technology has evolved from a small- 10 scale, lab-based system to large-scale industrial plants capable of processing vast amounts of waste gases and transforming them into valuable products.
If the agreement is terminated for any other reason, LanzaJet’s license will cease immediately but any sublicenses granted by LanzaJet prior to termination of the agreement will survive, subject to their terms. We and LanzaJet agreed to indemnify the other against certain third-party claims.
If the agreement is terminated, LanzaJet’s license will cease immediately but any sublicenses granted by LanzaJet prior to termination of the agreement will survive, subject to their terms. We and LanzaJet agreed to indemnify the other against certain third-party claims.
Intellectual Property Overview and Risks Most of our intellectual property assets were developed and are owned solely by us, a few have been developed via collaboration, some of which are jointly owned with third parties, and a small number have been acquired or licensed from third parties.
Most of our intellectual property assets were developed and are owned solely by us, a few have been developed via collaboration, some of which are jointly owned with third parties, and a small number have been acquired or licensed from third parties.
We agreed to present Brookfield with projects that over the term of the agreement require equity funding of at least $500 million in the aggregate. With respect to projects acquired by Brookfield, we are entitled to a percentage of free cash flow generated by such projects determined in accordance with a hurdle-based return waterfall.
LanzaTech agreed to present Brookfield with projects that over the term of the agreement require equity funding of at least $500 million in the aggregate. With respect to projects acquired by Brookfield, LanzaTech is entitled to a percentage of free cash flow generated by such projects determined in accordance with a hurdle-based return waterfall.
LanzaJet Note Purchase Agreement On November 9, 2022, we and the other LanzaJet shareholders entered into the LanzaJet Note Purchase Agreement, pursuant to which FPF, a wholly owned subsidiary of LanzaJet, will issue, from time to time, notes in an aggregate principal amount of up to $147.0 million (the “LanzaJet Notes”), comprised of approximately $113.5 million aggregate principal amount of 6.00% Senior Secured Notes due December 31, 2043 and $33.5 million aggregate principal amount of 6.00% Subordinated Secured Notes due December 31, 2043.
LanzaJet Note Purchase Agreement On November 9, 2022, we and the other LanzaJet shareholders entered into the LanzaJet Note Purchase Agreement, pursuant to which LanzaJet Freedom Pines Fuels LLC (“FPF”), a wholly owned subsidiary of LanzaJet, will issue, from time to time, notes in an aggregate principal amount of up to $147.0 million (the “LanzaJet Notes”), comprised of approximately $113.5 million aggregate principal amount of 6.00% Senior Secured Notes due December 31, 2043 and $33.5 million aggregate principal amount of 6.00% Subordinated Secured Notes due December 31, 2043.
We refer to this agreement as the “LanzaJet Investment Agreement.” The LanzaJet Investment Agreement was entered into in order to facilitate the production of SAF by designing, constructing and operating a demonstration facility located at the LanzaTech Freedom Pines Biorefinery in Soperton, Georgia (the “LanzaJet Freedom Pines Demonstration Facility”), and to determine the feasibility of developing additional potential facilities for commercial scale production of fuel.
The LanzaJet Investment Agreement was entered into in order to facilitate the production of SAF by designing, constructing and operating a demonstration facility located at the LanzaTech Freedom Pines Biorefinery in Soperton, Georgia (the “LanzaJet Freedom Pines Demonstration Facility”), and to determine the feasibility of developing additional potential facilities for commercial scale production of fuel.
Its proprietary gas treatment system removes multiple classes of fermentation inhibitors from various feedstocks, including gasified biomass and industrial off-gases, reducing costs and increasing flexibility for sustainable production. 7 Biorefining Feedstock The following feedstocks could be used with our platform technology: Industrial Emissions Steel, ferroalloy, or refinery off-gases are point-sourced.
Our proprietary gas treatment system removes multiple classes of fermentation inhibitors from various feedstocks, including gasified biomass and industrial off-gases, reducing costs and increasing flexibility for sustainable production. Biorefining Feedstock The following feedstocks could be used with our platform technology: Industrial Emissions Steel, ferroalloy, or refinery off-gases are point-sourced and often rich in CO.
We intend to post on our website any amendment or waiver of the Code of Business Ethics with respect to a member of our Board or any of the executive officers named in our proxy statement. Information contained on our website is not part of this report.
Our website also includes information about our corporate governance. We intend to post on our website any amendment or waiver of the Code of Business Ethics with respect to a member of our Board or any of the executive officers named in our proxy statement. Information contained on our website is not part of this report.
LanzaJet has a right of first refusal with regard to all transfers of LanzaJet shares to third parties and if LanzaJet declines to exercise this right, the other parties to the agreement are entitled to a pro rata right of first refusal.
LanzaJet has a right of first refusal with regard to all transfers of LanzaJet shares to third parties and if LanzaJet declines to exercise this right, then other major investors that are parties to the agreement are entitled to a pro rata right of first refusal.
Under the Shougang Joint Venture License Agreement, we granted the Shougang Joint Venture a license to certain of our intellectual property rights, including certain patented fermentation processes, alcohol production processes, novel bacteria and trademarks.
Under the Shougang Joint Venture License Agreement, we granted the Shougang Joint Venture a license to certain of our intellectual property rights, including certain patented fermentation processes, alcohol production processes, novel microorganisms, trace media and trademarks.
The system can remain in place at mills, utilizing hydrogen and carbon from on-site sources, such as electric arc furnaces, or shift to gasifying waste carbon resources like solid waste or biomass, or even use direct air capture. We believe that our early investments in GHG emission reduction technology position us to lead carbon recycling in other hard-to-abate sectors.
The system can remain in place at mills, utilizing hydrogen and carbon from on-site sources, such as electric arc furnaces, or shift to gasifying waste carbon resources like solid waste or biomass, or even use direct air capture. We believe that our early investments in CCU technology positions us to lead carbon valorization in other hard-to-abate sectors.
We may terminate the agreement upon 30 days’ written notice if LanzaJet materially breaches the agreement and fails to cure after receiving notice of the breach.
We may terminate the agreement upon 30 days’ written notice if LanzaJet materially breaches the agreement and fails to cure such breach pursuant to the terms of the LanzaJet License Agreement after receiving notice of the breach.
Integrating bio-based industrial CO 2 and eventually DAC technologies with LanzaTech’s gas fermentation platform creates an opportunity for renewable fuel production from low-cost CO 2 feedstock. Integrating with LanzaJet’s Alcohol to Jet (“ATJ-SPK”) process can produce SAF from each of ethanol derived from CO 2 and H 2 produced by water electrolysis.
We believe that this project offers global replicability. Integrating bio-based industrial CO 2 and eventually DAC technologies with LanzaTech’s gas fermentation platform creates an opportunity for fuel production from low-cost CO 2 feedstock. Integrating with LanzaJet’s Alcohol to Jet (“ATJ-SPK”) process can produce SAF from each of ethanol derived from CO 2 and H 2 produced by water electrolysis.
AMCI completed its initial public offering on August 6, 2021. On February 8, 2023 (the “Closing Date”), AMCI and LanzaTech NZ, Inc. (“Legacy LanzaTech”) consummated a business combination pursuant to that certain Merger Agreement dated as of March 8, 2022, as amended on December 7, 2022, by and among Legacy LanzaTech, AMCI and AMCI Merger Sub, Inc. (“Merger Sub”).
On February 8, 2023 (the “Closing Date”), AMCI and LanzaTech NZ, Inc. (“Legacy LanzaTech”) consummated a business combination pursuant to that certain Merger Agreement dated as of March 8, 2022, as amended on December 7, 2022, by and among Legacy LanzaTech, AMCI and AMCI Merger Sub, Inc. (“Merger Sub”).
Customers For the fiscal year ended December 31, 2024, our largest contracting entity accounted for 25% of our revenue. For the fiscal year ended December 31, 2023, our largest contracting entity accounted for 38% of our revenue. Our customer mix can change rapidly, and we may see changes in customer concentrations in the future.
Customers For the fiscal year ended December 31, 2025, our largest contracting entity accounted for 37% of our revenue, as compared to 25% for the fiscal year ended December 31, 2024. Our customer mix can change rapidly, and we may see changes in customer concentrations in the future.
Sustainable Aviation Fuel Products Ethanol produced by us can be blended into road transport fuels or can be converted through the LanzaJet ATJ process to an ethanol-based ATJ-SPK and to sustainable diesel, both of which can be blended with their fossil equivalents.
Aviation and Ground Transportation Fuel Products Ethanol produced using LanzaTech technology can be blended into road transport fuels or can be converted through the LanzaJet ATJ process to an ethanol-based ATJ-SPK and to diesel, both of which can be blended with their fossil equivalents.
By leveraging these waste streams, we aim to drive the production of CarbonSmart materials, offering a circular solution to waste management and carbon emissions, while supporting the transition to a more sustainable, low-carbon future. Future Proofing Feedstock Capability CO₂ from biorefineries, industrial emissions, and Direct Air Capture (“DAC”) technologies, when combined with H₂, achieves over 90% carbon conversion efficiency.
By leveraging these waste streams, we aim to drive the production of CarbonSmart materials, offering a circular solution to waste management and carbon emissions. Future Proofing Feedstock Capability CO₂ from biorefineries such as corn ethanol facilities, industrial facilities, and via Direct Air Capture (“DAC”) technologies, when combined with H₂, achieves over 90% carbon conversion efficiency.
The Shougang Joint Venture may sublicense its rights to third-party contractors acting on its behalf, subject to certain conditions. 16 In consideration for the licenses we granted to the Shougang Joint Venture, the Shougang Joint Venture agreed to pay us a royalty on a graduated scale from 8% to 20% of all sublicensing revenues that become payable to the Shougang Joint Venture in connection with the establishment and sublicensing of certain commercial facilities by the Shougang Joint Venture after the first commercial facility.
In consideration for the licenses we granted to the Shougang Joint Venture, the Shougang Joint Venture agreed to pay us a royalty on a graduated scale from 8% to 20% of all sublicensing revenues that become payable to the Shougang Joint Venture in connection with the establishment and sublicensing of certain commercial facilities by the Shougang Joint Venture after the first commercial facility.
Under the Brookfield Framework Agreement, we agreed to exclusively offer Brookfield the opportunity to acquire 17 or invest in certain projects to construct commercial production facilities employing CCT technology in the U.S., the European Union, the United Kingdom, Canada or Mexico for which we are solely or jointly responsible for obtaining or providing equity financing, subject to certain exceptions.
Under such agreement, LanzaTech agreed to exclusively offer Brookfield the opportunity to acquire or invest in certain projects to construct commercial production facilities employing carbon capture and transformation technology in the U.S., the European Union, the United Kingdom, Canada or Mexico for which LanzaTech is solely or jointly responsible for obtaining or providing equity financing, subject to certain exceptions.
High-value chemical intermediates enable the production of materials like acrylics, plastics, and synthetic rubber, supporting a circular carbon economy by repurposing carbon instead of emitting it. Low Carbon, Enabling Technology . Our technology integrates across the supply chain, allowing industrial emitters to monetize waste carbon.
High-value chemical intermediates enable the production of materials like acrylics, plastics, and synthetic rubber, supporting a circular carbon economy by repurposing carbon instead of emitting it. Value Enabling Technology . Our technology integrates across the supply chain, allowing industrial emitters to monetize waste carbon. Industrial emitters can implement LanzaTech’s solution onto their existing facility and derive revenue from used carbon.
We have no collective bargaining agreements with our employees. Corporate Information We were incorporated in Delaware on January 28, 2021, under the name AMCI Acquisition Corp. II (“AMCI”), in order to effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.
Corporate Information We were incorporated in Delaware on January 28, 2021, under the name AMCI Acquisition Corp. II (“AMCI”), in order to effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. AMCI completed its initial public offering on August 6, 2021.
The WLP’s energy efficiency and flexibility allow the LanzaTech process to utilize diverse waste gas streams for sustainable, large-scale product manufacturing. Feedstock Diversity for Resilience The LanzaTech gas fermentation platform can utilize feedstocks ranging from CO to CO 2 -rich waste streams, including industrial and refinery off-gas, reformed biogas, gasified biomass and Municipal Solid Waste (“MSW”), and CO 2 .
Feedstock Diversity for Resilience The LanzaTech gas fermentation platform can utilize feedstocks ranging from CO to CO 2 -rich waste streams, including industrial and refinery off-gas, reformed biogas, gasified biomass and Municipal Solid Waste (“MSW”), and CO 2.
As contemplated by the Merger Agreement, Merger Sub merged with and into Legacy LanzaTech, with Legacy LanzaTech continuing as the surviving corporation and as a wholly owned subsidiary of AMCI (the “Business Combination”). On the Closing Date, AMCI changed its name to LanzaTech Global, Inc.
As contemplated by the Merger Agreement, Merger Sub merged with and into Legacy LanzaTech, with Legacy LanzaTech continuing as the surviving corporation and as a wholly owned subsidiary of AMCI (the “Business Combination”).
Our rights and responsibilities as a holder of such shares are set forth in the Shougang Joint Venture’s Articles of Association,effective in November 2021.
Our rights and responsibilities as a holder of such shares are set forth in the Shougang Joint Venture’s Articles of Association, effective November 2021 as amended. The Shougang Joint Venture is a company limited by shares that survives in perpetuity.
The license granted by us to LanzaJet is exclusive, including as against us, with the exception of certain development projects we are undertaking in collaboration with the U.S. Department of Energy or pursuant to certain grants from the U.S.
LanzaJet assumed all of our obligations under the Battelle License Agreement, including development, reporting, royalty payment and sublicensing obligations. 14 The license granted by us to LanzaJet is exclusive, including as against us, with the exception of certain development projects we are undertaking in collaboration with the U.S. Department of Energy or pursuant to certain grants from the U.S.
Under the LanzaJet Note Purchase Agreement, FPF has agreed to indemnify the noteholders for certain liabilities. Mitsui Alliance Agreement On February 15, 2022, we entered into an amended and restated collaboration agreement with Mitsui which was further amended on March 24, 2022 and October 2, 2022 (as amended, the “Mitsui Alliance Agreement”).
Mitsui Alliance Agreement On February 15, 2022, we entered into an amended and restated collaboration agreement with Mitsui which was further amended on March 24, 2022 and October 2, 2022 (as amended, the “Mitsui Alliance Agreement”).
In 2024, LanzaTech was awarded a contract with Jakson Green to provide 4G ethanol technology to NTPC Limited, India’s largest power utility, using LanzaTech’s platform and bioreactor to convert CO₂ and green H₂ into ethanol.
We believe that our technology platform is well-positioned to benefit from decreasing renewable electricity prices and increasing capacity. In 2024, LanzaTech was awarded a contract with Jakson Green to provide 4G ethanol technology to NTPC Limited, India’s largest power utility, using LanzaTech’s platform and bioreactor to convert CO₂ and green H₂ into ethanol.
Key Collaboration Agreements LanzaJet Agreements LanzaJet Amended and Restated Investment Agreement On April 1, 2021, we entered into an amended and restated investment agreement with LanzaJet, Mitsui, Suncor, British Airways and Shell.
Key Collaboration Agreements LanzaJet Agreements LanzaJet Investment Agreement On April 1, 2021, we entered into an amended and restated investment agreement with LanzaJet, British Airways PLC (“British Airways”), Mitsui & Co., Ltd. (“Mitsui”), Shell Ventures LLC (“Shell”) and Suncor Energy Inc. (“Suncor”).
This process demonstrates a high potential yield of approximately 90% for sustainable aviation fuel, positioning it as a commercially attractive pathway for renewable jet fuel production. Competition We compete in industries characterized by rapidly advancing technologies and a complex intellectual property landscape.
ATJ-SPK is qualified for use at up to a 50% blend level with conventional jet fuel for all commercial flights. This process demonstrates a high potential yield of approximately 90% for sustainable aviation fuel, positioning it as a commercially attractive pathway for SAF. Competition We compete in industries characterized by rapidly advancing technologies and a complex intellectual property landscape.
The following chart illustrates the organizational structure of LanzaTech and its subsidiaries as of December 31, 2024: Company Website and Available Information LanzaTech's website address is www.lanzatech.com. We use our website as a channel of distribution for company, financial and other information. Our website also includes information about our corporate governance.
On the Closing Date, AMCI changed its name to LanzaTech Global, Inc. 18 The following chart illustrates the organizational structure of LanzaTech and its subsidiaries as of December 31, 2025: Company Website and Available Information LanzaTech's website address is www.lanzatech.com. We use our website as a channel of distribution for company, financial and other information.
LanzaJet Amended and Restated Stockholders’ Agreement In connection with the LanzaJet Investment Agreement, on April 1, 2021, we entered into an amended and restated stockholders’ agreement with LanzaJet, Shell, Mitsui, British Airways and Suncor (the “LanzaJet Stockholders’ Agreement”).
See "Recent Developments” below for additional information regarding the LanzaJet Series A Transaction. LanzaJet Stockholders’ Agreement In connection with the LanzaJet Investment Agreement, on April 1, 2021, we entered into an amended and restated stockholders’ agreement with the LanzaJet, British Airways, Mitsui, Shell, and Suncor.
Shougang Joint Venture License Agreement On September 6, 2021, we entered into an Intellectual Property Rights License Agreement with the Shougang Joint Venture, which was subsequently amended in August 2023 (as amended, the “Shougang Joint Venture License Agreement”).
Shougang Joint Venture License Agreement On December 21, 2022, we entered into an Intellectual Property Rights License Agreement with the Shougang Joint Venture (as subsequently amended, the “Shougang Joint Venture License Agreement”).
Key Achievements: • 75 Million Gallons of Ethanol: These six commercial plants have collectively produced over 75 million gallons of fuel-grade ethanol, contributing to the reduction of 380,000 tons of CO 2 emissions, since May 2018. • Global Expansion: A 1/10th commercial-scale facility in Japan is operational, utilizing gasified unsorted municipal solid waste (“MSW”) as a feedstock.
Key Achievements: • 139 Million Gallons of Ethanol: These six commercial plants have collectively produced over 139 million gallons of fuel-grade ethanol. • Global Expansion: A 1/10th commercial-scale facility in Japan achieved guaranteed performance utilizing gasified unsorted municipal solid waste (“MSW”) as a feedstock.
Brookfield SAFE On October 2, 2022, concurrently with the Brookfield Framework Agreement, we entered into a Simple Agreement for Future Equity with Brookfield (the “Brookfield SAFE”). Under the Brookfield SAFE, we agreed to issue to Brookfield the right to certain shares of Legacy LanzaTech’s capital stock, in exchange for the payment of $50 million (“the Initial Purchase Amount”).
Under the Brookfield SAFE, we agreed to issue to Brookfield the right to certain shares of Legacy LanzaTech’s capital stock, in exchange for the payment of $50 million (“the Initial Purchase Amount”). On February 14, 2025, LanzaTech and Brookfield entered into a Loan Agreement (the “Original Brookfield Loan Agreement”), and concurrently terminated the Brookfield SAFE.
The parties to the LanzaJet Stockholders’ Agreement may not transfer their LanzaJet shares until 2026, except for permitted transfers to affiliates.
The parties to the LanzaJet Stockholders’ Agreement may not transfer their LanzaJet shares until June 30, 2026, except for permitted transfers to affiliates or with the prior consent of all of the disinterested directors of the LanzaJet board of directors.
Department of Energy, first converted ethanol produced from steel mill emissions into SAF for Virgin Atlantic (2018) and All Nippon Airways (2019) flights.
The LanzaJet Alcohol-to-Jet (“ATJ”) process, developed with the Pacific Northwest National Lab and the U.S. Department of Energy, first converted ethanol produced from steel mill emissions into SAF for Virgin Atlantic (2018) and All Nippon Airways (2019) flights.
Under the LanzaJet License Agreement, we granted to LanzaJet a perpetual, worldwide, non-transferrable, irrevocable, royalty-free, sublicensable, exclusive license to all of our intellectual property rights under the Battelle License Agreement (refers to the agreement entered into with Battelle in September 2018, and further amended in 2020, under which Battelle granted to us an exclusive sublicensable commercial license to certain patents related to the conversion of ethanol to fuels), as well as other intellectual property owned by us relating to the conversion of ethanol to fuels.
Under the LanzaJet License Agreement, we granted to LanzaJet a perpetual, worldwide, non-transferrable, irrevocable, royalty-free, sublicensable, exclusive license to all of our intellectual property rights under the License Agreement (as amended from time to time, the “Battelle License Agreement”) with Battelle Memorial Institute (“Battelle”) as well as other intellectual property owned by us relating to the conversion of ethanol to fuel.
We and the other parties will also have a pro rata right of first refusal with regard to new LanzaJet shares issued as well as a put right with respect to LanzaJet shares that we and such parties hold upon the occurrence of certain conditions.
We and such other parties will also have a pro rata right of first offer with regard to new LanzaJet shares issued or rights to acquire new shares. The parties each hold a put option to require LanzaJet to purchase all of the shares of LanzaJet common stock held by such party upon the occurrence of certain conditions.
Our gas fermentation technology operates at multiple commercial sites, including steel and refinery off-gas plants in China, India, and Belgium. Collaborations with SEKISUI (Japan) and others showcase our ability to convert diverse waste streams into valuable products. With over 100,000 hours of pilot and demonstration-scale operations, our partnerships with companies like Mitsui, ArcelorMittal, BASF, and IndianOil reinforce our market leadership.
Collaborations with Sekisui (Japan) and others showcase our ability to convert diverse waste streams into valuable products. With over 100,000 hours of pilot and demonstration-scale operations, our partnerships with companies such as Mitsui, ArcelorMittal, BASF, and IndianOil reinforce our market leadership. Strong Intellectual Property Position .
As an environmental liability rich in CO, these emissions are an ideal feedstock for our process. We have been working with these readily available, abundant gases since 2008. • Ferroalloy : Ferroalloy gases are also rich in CO, making this another ideal emission source.
We have been working with these readily available, abundant gases since 2008. • Ferroalloy : Ferroalloy gases are also rich in CO, making this another ideal emission source. We are developing projects using ferroalloy gases in target regions such as China, Norway and India. • Refining : Certain refinery off-gases are ideal feedstocks for our process.
The license we granted to the Shougang Joint Venture is a non-transferable (except with our written consent), exclusive, sublicensable commercial license under the licensed subject matter, to utilize gas fermentation technology to produce ethanol and by-products at commercial facilities in China.
The licenses we granted to the Shougang Joint Venture are (a) a non-transferable (except with our written consent), exclusive, sublicensable commercial license under the licensed subject matter to produce ethanol using feedstock that is a direct by-product of the manufacture of steel, iron or a ferro-alloy at commercial facilities in the People’s Republic of China, and (b) a non-transferable, non-exclusive, sublicensable commercial license under the licensed subject matter, to produce ethanol using other feedstock sources at commercial facilities in China.
Ethylene supports polyethylene production for films and packaging, while ethylene glycol aids surfactant production for detergents. Ethanol can also be converted to monoethylene glycol (“MEG”), a key PET precursor for packaging and textiles. In 2020, we launched LanzaJet TM , a SAF company, in collaboration with our investor partners.
Ethanol can also be converted to monoethylene glycol (“MEG”), a key PET precursor for packaging and textiles. In 2020, we launched and spun-off LanzaJet TM , a SAF company, in collaboration with our investor partners. As of December 31, 2025, we held 53.16% of LanzaJet's outstanding common stock.
H₂ can be produced from renewable power (green) or steam methane reforming with carbon capture (blue), resulting in products with a significantly lower carbon footprint compared to petroleum refining. As H₂ content increases in the feedstock, more carbon is captured 8 in the ethanol product.
H₂ can be produced from renewable power (green) or steam methane reforming with carbon capture (blue). As H₂ content increases in the feedstock, more carbon is captured in the ethanol product. We believe CO₂ technologies will be additive to existing fuel and chemical supply chains.
The biocatalysts ferment the gases and, as part of their natural biology, they produce ethanol and other chemicals as a result of this fermentation. This is a continuous process that can run without shutting down for extended periods. Step 3: The output of the fermentation (i.e., ethanol and protein) can be further transformed into high value materials, food or fuel.
Step 2: These gases are compressed, conditioned, and transferred into fermentation bioreactors containing LanzaTech’s proprietary biocatalysts (microorganism) and a liquid media. The biocatalysts ferment the gases and, as part of their natural biology, they produce ethanol and other chemicals as a result of this fermentation. This is a continuous process that can run without shutting down for extended periods.
LanzaTech’s approach capitalizes on these diverse and underutilized feedstocks, such as biomass, agricultural residues, MSW, mixed plastic waste, and reformed biogas, including landfill gas (“LFG”). Here’s how we see the potential in these sources: • Biomass : Biomass, including agricultural and forestry residues, can be gasified into syngas, a blend of CO and H 2 .
Solid Wastes and Reformed Landfill Gas Biomass and agricultural residues offer the largest potential sources of feedstock for gasification. LanzaTech’s approach capitalizes on these diverse and underutilized feedstocks, such as biomass, agricultural residues, MSW, mixed plastic waste, and reformed biogas, including landfill gas (“LFG”).
Because our shares were issued before an initial public offering of the Shougang Joint Venture, our shares may not be transferred within one year from the date on which the Shougang Joint Venture’s shares are publicly listed. The Shougang Joint Venture has an indefinite duration.
Under the Articles of Association, shares issued before any public offering may not be transferred within one year from the date on which the Shougang Joint Venture’s shares are listed and traded on a stock exchange.
Our intellectual property portfolio contains patent families covering the full spectrum of gas fermentation (from feedstock processing to product recovery), protecting our innovations and market position. Our Technology Platform Overview We have developed and deployed a flexible proprietary technology platform that integrates gas fermentation with upstream gasification and downstream product processing.
Our Technology Platform Overview We have developed and deployed a flexible proprietary technology platform that integrates gas fermentation with upstream gasification and downstream product processing.
Step 1: The process begins by receiving off-gas or waste gas streams comprising gases that contain various mixtures of CO, CO 2 and H 2 , such as from steelmaking emissions or gasified waste. Step 2: These gases are compressed, conditioned, and transferred into fermentation bioreactors containing LanzaTech’s proprietary biocatalysts (microorganism) and a liquid media.
Our platform utilizes feedstocks containing CO₂, H₂, and CO, including industrial emissions, gasified municipal and agricultural waste, and reformed biogas. 7 Step 1: The process begins by receiving off-gas or waste gas streams comprising gases that contain various mixtures of CO, CO 2 and H 2 , such as from steelmaking emissions or gasified waste.
As an example, the first commercial facility in China to utilize our technology platform has sold over 65.9 million gallons of ethanol into the market, displacing fossil gasoline for road transport use, and avoiding the equivalent of over 240,000 tons of CO 2 emissions at source. Platform Validated Through Partnerships with Industry Leaders .
As an example, the first commercial facility in China to utilize our technology platform has sold over 63 million gallons of ethanol into the market. Platform Validated Through Partnerships with Industry Leaders . Our gas fermentation technology operates at multiple commercial sites, including steel and refinery off-gas plants in China, India, and Belgium.
On June 18, 2024, LanzaJet issued to LanzaTech 15,000,000 shares related to the sublicensing of the Company’s technology to a non-LanzaJet shareholder, as the first tranche per the Investment Agreement which increased our ownership. As of December 31, 2024, we hold approximately 36.33% of the outstanding shares of LanzaJet.
On June 18, 2024, LanzaJet issued to LanzaTech a tranche of 15,000,000 shares related to the sublicensing of the Company’s technology.
The Shougang Joint Venture License Agreement will continue until the earlier of (a) the date the final licensed intellectual property right expires or terminates, (b) the date the last commercial facility is permanently decommissioned and (c) termination of the agreement.
The Shougang Joint Venture License Agreement will continue until the earlier of (a) the date the final licensed intellectual property right expires or terminates, (b) the date the last commercial facility is permanently decommissioned and (c) termination of the agreement. 16 Brookfield Framework Agreement On October 2, 2022, we entered into a framework agreement with Brookfield (as amended by Amendment No. 1 to the Brookfield Framework Agreement, dated July 10, 2025, the “Brookfield Framework Agreement”) for an initial term ending December 3, 2028.
The Initial Purchase Amount would be reduced by increments of $5 million and interest forgiven in respect of such portion for each $50 million of aggregate equity funding required for qualifying projects presented to Brookfield in accordance with the Brookfield Framework Agreement.
The initial principal payment of $12.5 million to Brookfield was due on or prior to February 21, 2025 and has been paid. For each $50.0 million of aggregate equity funding required for qualifying projects presented to Brookfield in accordance with the Framework Agreement, $5.0 million of the remaining outstanding principal amount would be deemed to be repaid.
Given the unique approval requirements in each jurisdiction, we engage external experts to streamline the process, as legislation concerning new pathways is still evolving to align with global best practices. 19 Human Capital As of December 31, 2024, we had 384 employees, including 383 full-time equivalent employees, working for LanzaTech in the United States, China, India, the United Kingdom, the European Union and New Zealand.
To date, we have secured around 26 approvals for our biocatalysts across the USA, China, India, Austria, Belgium, and Japan. Given the unique approval requirements in each jurisdiction, we engage external experts to streamline the process, as legislation concerning new pathways is still evolving to align with global best practices.
The Shougang Joint Venture License Agreement provides that we will solely own all developed technology that results from, is based on, or uses the licensed subject matter in the operation of the Shougang Joint Venture, and all such technology will be subject to the license granted to the Shougang Joint Venture.
The Shougang Joint Venture License Agreement, as amended, provides that all developed technology that results from the exercise of the licenses granted, is based upon or incorporates the licensed subject matter, or is used in the design, construction, debugging, operation or maintenance of the fermentation block, shall be jointly owned by the Shougang Joint Venture and our subsidiary, LanzaTech NZ, Inc.
Under the LanzaJet Investment Agreement, we received shares of common stock of LanzaJet (“LanzaJet shares”), in exchange for a license to our rights and obligations under the Battelle License Agreement (entered into with Battelle in September 2018 and amended in April 2020), refer to further discussions below under “— License Agreement with LanzaJet”).
Under the LanzaJet Investment Agreement, we received shares of common stock of LanzaJet and LanzaJet agreed to issue to the Company up to an aggregate of 45,000,000 additional shares of LanzaJet common stock for no 13 additional consideration in three tranches of 15,000,000 shares in exchange for a license to our rights and obligations under the Battelle License Agreement as well as other intellectual property owned by us relating to the conversion of ethanol to fuel (refer to further discussions below under “— License Agreement with LanzaJet”).
This feedstock is ideal for our process and offers the potential for renewable energy production, benefiting from renewable policy incentives.
Here’s how we see the potential in these sources: • Biomass : Biomass, including agricultural and forestry residues, can be gasified into syngas, a blend of CO and H 2 . This feedstock is ideal for our process and offers the potential for renewable energy production, benefiting 9 from renewable policy incentives.
For the year ended December 31, 2024, we did not recognize any royalty revenue from the Shougang Joint Venture.
We have not recognized royalty revenue from the Shougang Joint Venture since the second quarter of 2024.
For biotechnological applications, acetogenic clostridia are among the fastest growing acetogens and have been used industrially for more than 100 years. Our technology leverages gas-consuming biocatalysts and the highly efficient Wood-Ljungdahl Pathway (“WLP”) for carbon fixation. This pathway enables our biocatalyst to convert CO 2 and CO into valuable products using H2 and CO as energy sources.
Acetogens leverage the Wood-Ljungdahl Pathway (“WLP”) for carbon fixation, the most energy efficient CO2 fixation pathway known. This pathway enables our biocatalyst to convert CO2 and CO into valuable products using H2 or CO as energy sources. Acetogens are widespread in nature where they play a key role in the global carbon cycle, fixing carbon into acetate.
These facilities, completed in 2022, are key in showcasing the versatility and scalability of our technology. • Pipeline of Future Projects: LanzaTech has several additional plants in various stages of advanced engineering development. These plants will utilize a diverse mix of feedstocks, including industrial off-gases, gasified solids, CO 2 , and H 2 .
These plants will utilize a diverse mix of feedstocks, including industrial off-gases, gasified solids, CO 2 , and H 2 . Some plants will also focus on producing SAF using the LanzaJet ATJ process.
Across both models, we license technology, sell supplies, and provide research and engineering services to advance fermentation and synthetic biology. 4 Market Opportunity Overview Greenhouse gas (“GHG”) emissions are widespread globally, with Asia as the largest emitter. China alone accounts for over 30% of global fossil fuel CO 2 emissions.
Across both models, we license technology, sell supplies, and provide research and engineering services to advance fermentation and synthetic biology. 6 Market Opportunity Overview In today’s policy environment, CCU technologies are positioned at the intersection of industrial growth, energy expansion, and domestic job creation.
We are developing projects using ferroalloy gases in target regions such as China, Norway and India. • Refining : Certain refinery off-gases are ideal feedstocks for our process. A unique feature of processing refinery gases is that most of the carbon in the ethanol produced is derived directly from CO 2 , rather than from CO.
A unique feature of processing refinery gases is that most of the carbon in the ethanol produced is derived directly from CO 2 , rather than from CO. Oil and gas companies also have extensive experience producing and handling liquid fuels, gas processing, engineering, and chemical catalysis. LanzaTech Technology deployed with Shougang Steel in China.
Strong Intellectual Property Position . As of December 31, 2024, we owned or had licensed rights to 1,193 granted patents and 515 pending patent applications across 130 patent families in the United States, Europe, Asia 5 and additional jurisdictions, in addition to our trade secrets.
Intellectual Property Overview LanzaTech’s intellectual property portfolio spans 118 diverse patent families across the United States, Europe, Asia and additional jurisdictions, complemented by our valuable trade secrets. LanzaTech owns over 800 granted patents and pending patent applications.
Under the LanzaJet Stockholders’ Agreement, each party is required to hold and vote its shares of LanzaJet stock to ensure that LanzaJet’s board of directors (the “LanzaJet board”) is composed of eight directors: one designee from each of British Airways, Mitsui, Suncor and Shell, two LanzaTech designees (one of which will be the chairperson), LanzaJet’s chief executive officer, and one independent director.
Under the LanzaJet Stockholders’ Agreement, each party is required to hold and vote its shares of LanzaJet stock to ensure that LanzaJet’s board of directors is composed of seven directors, including one director designated by the Company so long as the Company (together with its applicable affiliates) continues to beneficially own at least 5% of LanzaJet’s fully diluted common shares (as provided under the LanzaJet Stockholders’ Agreement).
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Item 1. Business Overview Founded in 2005 in New Zealand and now headquartered in Skokie, Illinois, we are a carbon management company transforming waste carbon into sustainable fuels, fabrics, packaging, and nutrition. Our goal is to advance a circular economy where carbon is reused rather than wasted, reducing reliance on virgin fossil resources and supporting supply chain resilience.
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Item 1. Business Overview Founded in 2005 in New Zealand and now headquartered in Skokie, Illinois, LanzaTech is a leading provider of carbon management and advanced conversion technologies, focused on transforming waste materials into high-value fuels, chemicals, and critical inputs for industry.
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Gas fermentation, a core part of our offering, enhances waste carbon value while minimizing environmental impact by using existing industrial land and recycled water. Our biological process, akin to brewing, uses microbes to convert waste carbon into ethanol and derivatives. Unlike conventional catalytic methods, our system adapts to variable feedstock compositions, making it highly flexible and efficient.
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Our mission is to drive energy resilience, industrial competitiveness, and supply chain security by leveraging robust, scalable biotechnology solutions to maximize the value of domestic resources. Gas fermentation is the centerpiece of our offering.
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Our scalable technology enables industrial, municipal, and agricultural emitters to monetize their carbon dioxide (“CO 2 ”) emissions and produce sustainable products. Using our process technology, our partners launched the world’s first commercial carbon refining plant in China in 2018, followed by additional facilities in China, India, and Belgium.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAs of December 31, 2024, we had warrants (including the AM Warrant and warrants issued pursuant to the Forward Purchase Agreement (the “FPA Warrants”) outstanding to purchase up to an aggregate of 16,657,686 shares of common stock, options (including the Options) outstanding to purchase up to an aggregate of 18,658,807 shares of common stock, 7,767,910 unvested RSUs outstanding and a $40.2 million Convertible Note, excluding payment-in-kind interest from the issue date, convertible into shares of common stock in accordance with its terms (see Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources and Uses of Capital”).
Biggest changeAdditionally, as of December 31, 2025, we had (i) options outstanding to purchase up to an aggregate of 137,942 shares of common stock, and (ii) 49,525 unvested RSUs outstanding (see Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources and Uses of Capital-and-Recent Developments”).
We will require substantial financing to fund our operations which financing may result in restrictions on our operations or substantial dilution to our stockholders, and which might not be available on acceptable terms, if at all. Our operations have consumed substantial amounts of cash since inception.
We will require substantial financing to fund our operations which may result in restrictions on our operations or substantial dilution to our stockholders, and which might not be available on acceptable terms, if at all. Our operations have consumed substantial amounts of cash since inception.
We have historically funded our operations through the Business Combination, issuances of equity securities, debt financing, as well as from revenue generating activities with commercial and governmental entities. We cannot be certain when or if our operations will generate sufficient cash to fully fund our ongoing operations or the growth of our business.
We have historically funded our operations through the Business Combination, issuances of equity securities, and debt financing, as well as from revenue generating activities with commercial and governmental entities. We cannot be certain when or if our operations will generate sufficient cash to fully fund our ongoing operations or the growth of our business.
If Nasdaq delists our securities for failing to meet these requirements, we and our stockholders could face significant negative consequences, including: • decreased ability to obtain financing for the continuation of our operations. • limited availability of market quotations for our securities. • a determination that our common stock is “penny stock,” requiring brokers to adhere to more stringent rules, possibly reducing trading activity in the secondary market. • a limited amount of analyst coverage, if any. • decreased liquidity of our common stock.
If Nasdaq delists our securities for failing to meet these requirements, we and our stockholders could face significant negative consequences, including: • decreased ability to obtain financing for the continuation of our operations; • limited availability of market quotations for our securities; • a determination that our common stock is “penny stock,” requiring brokers to adhere to more stringent rules, possibly reducing trading activity in the secondary market; • a limited amount of analyst coverage, if any; and • decreased liquidity of our common stock.
Our Public Warrants were issued in registered form under the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.
Our Public Warrants were issued in registered form under the Public Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.
The Warrant Agreement provides that the terms of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders.
The Public Warrant Agreement provides that the terms of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders.
Factors affecting the trading price of our securities may include: • our ability to execute on our business initiatives; • actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; • changes in the market’s expectations about our operating results, liquidity and our ability to continue as a going concern; • the development of new plants; • success of competitors; • operating results failing to meet the expectations of securities analysts or investors in a particular period; • entering into new agreements with partners; • changes in financial estimates and recommendations by securities analysts concerning LanzaTech or the industry in which we operates in general; • operating and stock price performance of other companies that investors deem comparable to LanzaTech; • ability to market new and enhanced products and services on a timely basis; • media and consumer sentiment towards our mission and business operations; • changes in laws and regulations affecting our business; • commencement of, or involvement in, litigation involving LanzaTech; • changes in LanzaTech’s capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of shares of common stock available for public sale; • our ability to maintain listing requirements; • any major change in our Board or management; • sales of substantial amounts of common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and • general economic and political conditions such as tariffs, recessions, interest rates, fuel prices, international currency fluctuations, trade restrictions and acts of war or terrorism.
Factors affecting the trading price of our securities may include: • our ability to execute on our business initiatives; • actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; • changes in the market’s expectations about our operating results, liquidity and our ability to continue as a going concern; • the development of new plants; • success of competitors; • operating results failing to meet the expectations of securities analysts or investors in a particular period; • entering into new agreements with partners; • changes in financial estimates and recommendations by securities analysts concerning LanzaTech or the industry in which we operates in general; • operating and stock price performance of other companies that investors deem comparable to LanzaTech; • ability to market new and enhanced products and services on a timely basis; • media and consumer sentiment towards our mission and business operations; • changes in laws and regulations affecting our business; • commencement of, or involvement in, litigation involving LanzaTech; • changes in LanzaTech’s capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of shares of common stock available for public sale; • our ability to maintain listing requirements; • any major change in our Board or management; • sales of substantial amounts of common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and 51 • general economic and political conditions such as tariffs, recessions, interest rates, fuel prices, international currency fluctuations, trade restrictions and acts of war or terrorism.
In addition to the risk factors stated herein, other factors that could cause our quarterly results of operations to fluctuate include: • achievement of, or failure to achieve, technology or product development milestones needed to allow us to enter identified markets on a timely and cost-effective basis; • delays or greater than anticipated expenses associated with the scale-up and the commercialization of process technologies to produce new products; • changes in the amount that we invest to develop, acquire or license new technologies and processes; • our ability to successfully enter into partnering arrangements, and the terms of those relationships (including levels of related capital contributions); • fluctuations in the prices or availability of the feedstocks required to produce products using our process technologies or those of our competitors; • changes in the size and complexity of our organization; • changes in general economic, industry and market conditions, both domestically and in our foreign markets; • business interruptions, including disruptions in the production process at any facility where products produced using our process technologies are manufactured; • departure of executives or other key management employees; • changes in the needs for the products produced using our process technologies; • the development of new competitive technologies or products by others and competitive pricing pressures; • the timing, size and mix of sales to our industry partners for products produced using our process technologies; 33 • seasonal production and the sale of products produced using our process technologies; and • changes in governmental, accounting and tax rules and regulations, environmental, health and safety requirements, and other rules and regulations.
In addition to the risk factors stated herein, other factors that could cause our quarterly results of operations to fluctuate include: • achievement of, or failure to achieve, technology or product development milestones needed to allow us to enter identified markets on a timely and cost-effective basis; • delays or greater than anticipated expenses associated with the scale-up and the commercialization of process technologies to produce new products; • changes in the amount that we invest to develop, acquire or license new technologies and processes; • our ability to successfully enter into partnering arrangements, and the terms of those relationships (including levels of related capital contributions); • fluctuations in the prices or availability of the feedstocks required to produce products using our process technologies or those of our competitors; • changes in the size and complexity of our organization; • changes in general economic, industry and market conditions, both domestically and in our foreign markets; • business interruptions, including disruptions in the production process at any facility where products produced using our process technologies are manufactured; • departure of executives or other key management employees; • changes in the needs for the products produced using our process technologies; • the development of new competitive technologies or products by others and competitive pricing pressures; • the timing, size and mix of sales to our industry partners for products produced using our process technologies; • seasonal production and the sale of products produced using our process technologies; and • changes in governmental, accounting and tax rules and regulations, environmental, health and safety requirements, and other rules and regulations.
Our current and future partnering opportunities could be harmed if: • we do not achieve our objectives under our arrangements in a timely manner, or at all; • we disagree with our industry partners as to rights to intellectual property we jointly develop or that they must license from us, or as to their research programs or commercialization activities; • we are unable to successfully manage multiple partnering arrangements occurring at the same time; • applicable laws, regulations or state actors, domestic or foreign, impede our ability to enter into strategic arrangements; • we develop processes or enter into additional partnering arrangements that conflict with the business objectives of our other arrangements; • our industry partners become competitors of ours or enter into agreements with our competitors; or • consolidation in our target markets limits the number of potential industry partners.
Our current and future partnering opportunities could be harmed if: • we do not achieve our objectives under our arrangements in a timely manner, or at all; • we disagree with our industry partners as to rights to intellectual property we jointly develop or that they must license from us, or as to their research programs or commercialization activities; • we are unable to successfully manage multiple partnering arrangements occurring at the same time; • applicable laws, regulations or state actors, domestic or foreign, impede our ability to enter into strategic arrangements; 25 • we develop processes or enter into additional partnering arrangements that conflict with the business objectives of our other arrangements; • our industry partners become competitors of ours or enter into agreements with our competitors; or • consolidation in our target markets limits the number of potential industry partners.
If any action, the subject matter of which is within the scope the forum provisions of the Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder will be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.
If any action, the subject matter of which is within the scope the forum provisions of the Public Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder will be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.
If stakeholders and policy makers are successful in convincing governments and corporations to enact policies that disfavor, or changes in government administrations result in shifts in policy that disincentivize, the production 38 of carbon-based fuels and the development and deployment of carbon management technology, it could negatively impact the demand for products produced using our process technologies and our ability to maintain and develop relationships with our strategic partners, which would harm our business, results of operations and financial condition.
If stakeholders and policy makers are successful in convincing governments and corporations to enact policies that disfavor, or changes in government administrations result in shifts in policy that disincentivize, the production of carbon-based fuels and the development and deployment of carbon management technology, it could negatively impact the demand for products produced using our process technologies and our ability to maintain and develop relationships with our strategic partners, which would harm our business, results of operations and financial condition.
Alternatively, if a court were to find this provision of the Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and Board.
Alternatively, if a court were to find this provision of the Public Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and Board.
Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially adversely affect our 58 business, financial condition and results of operations and result in a diversion of the time and resources of our management and the Board.
Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and the Board.
Enforcement of claims that a third party has illegally obtained and is using trade secrets is an expensive, time-consuming and uncertain process. In addition, foreign courts are sometimes less willing than U.S. courts to protect 48 trade secrets. If our competitors independently develop equivalent knowledge, methods and know-how, we would not be able to assert our trade secrets against them.
Enforcement of claims that a third party has illegally obtained and is using trade secrets is an expensive, time-consuming and uncertain process. In addition, foreign courts are sometimes less willing than U.S. courts to protect trade secrets. If our competitors independently develop equivalent knowledge, methods and know-how, we would not be able to assert our trade secrets against them.
Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim.
Our Public Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the Public Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim.
Certain provisions of Delaware law and of our certificate of incorporation and bylaws could discourage, delay, defer or prevent a merger, tender offer, proxy contest or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares of our common stock held by our stockholders.
Certain provisions of Delaware law and of our certificate of incorporation and bylaws could discourage, delay, defer or prevent a merger, tender offer, proxy contest or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares of our common stock held by our 57 stockholders.
We face substantial indirect competition from many different sources, including companies that enjoy competitive advantages over us, such as greater financial, research and development, manufacturing, personnel and 32 marketing resources, greater brand recognition, stronger historical relationships with their customers and more experience and expertise in intellectual property rights and operating within certain international locations.
We face substantial indirect competition from many different sources, including companies that enjoy competitive advantages over us, such as greater financial, research and development, manufacturing, personnel and marketing resources, greater brand recognition, stronger historical relationships with their customers and more experience and expertise in intellectual property rights and operating within certain international locations.
In the event of contamination or injury, we could be held liable for any resulting damages, and any liability could exceed our insurance coverage. There can be no assurance that neither we nor any of our industry partners will not violate environmental, health and safety laws as a result of human error, accident, equipment failure or other causes.
In the event of contamination or injury, we 37 could be held liable for any resulting damages, and any liability could exceed our insurance coverage. There can be no assurance that neither we nor any of our industry partners will not violate environmental, health and safety laws as a result of human error, accident, equipment failure or other causes.
Our microbe has proven to be flexible to different feed gas compositions, with tests conducted at pilot-scale using a wide range of CO 2 , hydrogen (“H 2 ”) and carbon monoxide (“CO”)-containing gases. Scale-up and commercialization of process technologies for alternative feedstocks without first conducting tests at demonstration scale can introduce some risk.
Our microbe has proven to be flexible to different feed gas compositions, with tests conducted at pilot-scale using a wide range of CO 2 , hydrogen (“H 2 ”) and carbon monoxide (“CO”)-containing gases. 45 Scale-up and commercialization of process technologies for alternative feedstocks without first conducting tests at demonstration scale can introduce some risk.
Disruptions in the production process can also result from errors, defects in materials, delays in obtaining or revising operating permits and licenses, returns of product from our industry partners, interruption in our supply of materials or resources, and disruptions at our or our partners’ facilities due to accidents, maintenance issues, or unsafe working conditions, all of which could affect the timing of production ramps and yields.
Disruptions in the 28 production process can also result from errors, defects in materials, delays in obtaining or revising operating permits and licenses, returns of product from our industry partners, interruption in our supply of materials or resources, and disruptions at our or our partners’ facilities due to accidents, maintenance issues, or unsafe working conditions, all of which could affect the timing of production ramps and yields.
If you exercise your Public Warrants on a cashless basis, you would pay the warrant exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the excess of the “fair market value” of our shares of common stock (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value.
If you exercise your Public Warrants on a cashless basis, you would pay the warrant exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient 55 obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the excess of the “fair market value” of our shares of common stock (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value.
Our ability to utilize our NOL carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including potential changes in connection with our migration from 42 New Zealand to the United States, the Business Combination or other transactions. Similar rules may apply under state tax laws.
Our ability to utilize our NOL carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including potential changes in connection with our migration from New Zealand to the United States, the Business Combination or other transactions. Similar rules may apply under state tax laws.
These industry partners may breach or terminate their agreements with us or otherwise fail to conduct their partnering activities successfully and in a timely manner. Further, our industry partners may not develop commercially viable products in connection with our partnering 26 arrangements or devote sufficient resources to the development, manufacture, marketing and sale of products produced using our process technologies.
These industry partners may breach or terminate their agreements with us or otherwise fail to conduct their partnering activities successfully and in a timely manner. Further, our industry partners may not develop commercially viable products in connection with our partnering arrangements or devote sufficient resources to the development, manufacture, marketing and sale of products produced using our process technologies.
Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our Company.
Our Public Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our Public Warrants, which could limit the ability of Public Warrant holders to obtain a favorable judicial forum for disputes with our Company.
However, such activities require time for development and capital expenditures before commencement of commercial operations, and key assumptions underpinning a decision to make such an 29 investment may prove incorrect, including assumptions regarding construction costs and timing, which could harm our business, financial condition, results of operations and cash flows.
However, such activities require time for development and capital expenditures before commencement of commercial operations, and key assumptions underpinning a decision to make such an investment may prove incorrect, including assumptions regarding construction costs and timing, which could harm our business, financial condition, results of operations and cash flows.
The EPA’s authority includes setting annual minimum aggregate levels of consumption in four “nested” renewable fuel categories, including categories in which our fuel competes (including advanced biofuel, biomass-based diesel and cellulosic biofuel). The parties obligated to comply with this renewable volume obligation (“RVO”), are petroleum refiners and petroleum fuel importers.
The EPA’s authority includes setting annual minimum aggregate 34 levels of consumption in four “nested” renewable fuel categories, including categories in which our fuel competes (including advanced biofuel, biomass-based diesel and cellulosic biofuel). The parties obligated to comply with this renewable volume obligation (“RVO”), are petroleum refiners and petroleum fuel importers.
Additional uncertainty may result from patent reform legislation proposed by the U.S. Congress and other national governments and from legal precedent handed down by the U.S. Court of Appeals for the Federal Circuit, the U.S. Supreme Court and the courts of foreign countries, as they determine legal issues concerning the scope, validity and construction of patent claims.
Additional uncertainty may result from patent reform legislation proposed by the U.S. Congress and other national governments and from legal precedent handed down by the U.S. Court of Appeals for the Federal Circuit, the U.S. Supreme Court and the courts of foreign countries, as they determine legal issues concerning the scope, 46 validity and construction of patent claims.
Fluctuations in the prices of waste-based feedstocks used to manufacture the products produced using our process technologies may affect our or our industry partners’ cost structure, gross margin and ability to compete. The cost to produce the products we commercialize with our industry partners is highly dependent on the cost and usage of various waste-based feedstocks.
Fluctuations in the prices of waste-based feedstocks used to manufacture the products produced using our process technologies may affect LanzaTech’s or our industry partners’ cost structure, gross margin and ability to compete. The cost to produce the products we commercialize with our industry partners is highly dependent on the cost and usage of various waste-based feedstocks.
It may be difficult to evaluate our potential future performance without the benefit of established long-term track records from companies developing similar sustainable, waste-based products. Process performance at our partners’ plants is dependent on the quality and quantity of the feedstock supplied from the host facility.
It may be difficult to evaluate our potential future performance without the benefit of established long-term track records from companies developing similar waste-based products. Process performance at our partners’ plants is dependent on the quality and quantity of the feedstock supplied from the host facility.
Article 3 of Anti-Monopoly Law of the PRC (the “Anti-Monopoly Law”) prohibits “monopolistic practices,” which include: (a) the conclusion of monopoly agreements between operators; (b) the abuse of dominant market position by operators; and (c) concentration of undertakings which has or may have the effect of eliminating or 44 restricting market competition.
Article 3 of Anti-Monopoly Law of the PRC (the “Anti-Monopoly Law”) prohibits “monopolistic practices,” which include: (a) the conclusion of monopoly agreements between operators; (b) the abuse of dominant market position by operators; and (c) concentration of undertakings which has or may have the effect of eliminating or restricting market competition.
These include existing coverage under the European Union Emission Trading System, the California cap and trade scheme, India’s Performance, Achieve and Trade scheme, South Africa’s Trade Exposure and Greenhouse Gas Benchmark Regulations, the Tokyo Cap-and-Trade Program, China’s Emission Trading Scheme, related subnational programs and any potential expansions of these policies or related policies.
These include existing coverage under the European Union Emission Trading System, the California cap and trade scheme, India’s Performance, Achieve and Trade scheme, South Africa’s Trade 36 Exposure and Greenhouse Gas Benchmark Regulations, the Tokyo Cap-and-Trade Program, China’s Emission Trading Scheme, related subnational programs and any potential expansions of these policies or related policies.
Because of the uncertainties involved in the issuance and enforcement of patents, and the value of a patent, patent disputes and litigations are common. We may become involved in patent disputes relating to infringement of our technology, with third-parties asserting their patents, with our licensors or licensees, with industry partners and with employees, among others.
Because of the uncertainties involved in the issuance and enforcement of patents, and the value of a patent, patent disputes and litigations are common. We may become involved in patent disputes relating to infringement of 50 our technology, with third-parties asserting their patents, with our licensors or licensees, with industry partners and with employees, among others.
The “fair market value” is the average closing price of the shares of our common stock for the 10 trading days ending on the third 55 trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.
The “fair market value” is the average closing price of the shares of our common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.
Notwithstanding the foregoing, these provisions of the Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.
Notwithstanding the foregoing, these provisions of the Public Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.
However, because certain of the actions described above are subject to market and other conditions not within the Company’s control, management has concluded that these plans do not alleviate substantial doubt about the Company ability to continue as a going concern.
However, because certain of the actions described above are subject to market and other conditions not within the Company’s control, management has concluded that these plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.
However, there can be no assurance that regulators in China will not promulgate new laws and regulations or adopt new series of interpretations or regulatory actions which may require us and our partners to satisfy new requirements related to these concerns.
However, there can be no assurance that regulators in China will not promulgate 43 new laws and regulations or adopt new series of interpretations or regulatory actions which may require us and our partners to satisfy new requirements related to these concerns.
The use of genetically engineered products and process technologies that use genetically engineered supplies is subject to laws and regulations in many countries, including by the EPA under the Toxic Substances Control Act of 39 1976, some of which are new or still evolving.
The use of genetically engineered products and process technologies that use genetically engineered supplies is subject to laws and regulations in many countries, including by the EPA under the Toxic Substances Control Act of 1976, some of which are new or still evolving.
However, the laws of some foreign countries do not protect 47 intellectual property rights to the same extent as federal and state laws in the United States. Many companies have encountered significant problems, including delays, in protecting and enforcing intellectual property rights in certain foreign jurisdictions.
However, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States. Many companies have encountered significant problems, including delays, in protecting and enforcing intellectual property rights in certain foreign jurisdictions.
For example, under the “march-in” provisions of 49 the Bayh-Dole Act, the government may have the right under limited circumstances to require us to grant exclusive, partially exclusive or non-exclusive rights to third parties under any intellectual property discovered through the government-funded programs.
For example, under the “march-in” provisions of the Bayh-Dole Act, the government may have the right under limited circumstances to require us to grant exclusive, partially exclusive or non-exclusive rights to third parties under any intellectual property discovered through the government-funded programs.
Likewise, in the normal course of business, we and our industry partners may need to obtain and comply with air emissions permits pursuant to the Clean Air Act and water discharge permits pursuant to the Clean Water Act in the United States, and similar environmental permits and authorizations across the globe relating to air and water 37 emissions.
Likewise, in the normal course of business, we and our industry partners may need to obtain and comply with air emissions permits pursuant to the Clean Air Act and water discharge permits pursuant to the Clean Water Act in the United States, and similar environmental permits and authorizations across the globe relating to air and water emissions.
We, our 43 joint venture and other partners could also be subject to regulation by various political and regulatory entities, including local and municipal agencies and other governmental subdivisions. Regulations may be imposed or change quickly with little advance notice.
We, our joint venture and other partners could also be subject to regulation by various political and regulatory entities, including local and municipal agencies and other governmental subdivisions. Regulations may be imposed or change quickly with little advance notice.
Our stock price may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on LanzaTech downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price could decline.
Our 53 stock price may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on LanzaTech downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price could decline.
As we continue to expand our international operations, these personnel-related risks will increase and we will face additional geography-specific challenges, such as challenges hiring, training, and relocating employees to specific regions or countries and differing tax and regulatory regimes.
As we continue to expand our operations, these personnel-related risks will increase and we will face additional geography-specific challenges, such as challenges hiring, training, and relocating employees to specific regions or countries and differing tax and regulatory regimes.
If we fail to perform under the terms of these agreements, the industry partners could seek to terminate these agreements or pursue damages against us, including liquidated damages in certain instances, which could harm our business.
If we fail to perform under 35 the terms of these agreements, the industry partners could seek to terminate these agreements or pursue damages against us, including liquidated damages in certain instances, which could harm our business.
These sales, or the possibility that these sales may 53 occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate.
These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate.
The Warrant Agreement provides that in the following circumstances holders of warrants who seek to exercise their Public Warrants will not be permitted to do so for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the shares of common stock issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the Warrant Agreement or if the registration statement under which the warrants are registered is suspended; (ii) if we have so elected and the shares of common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the Public Warrants for redemption.
The warrant agreement with respect to the Public Warrants (the “Public Warrant Agreement”) provides that in the following circumstances holders of warrants who seek to exercise their Public Warrants will not be permitted to do so for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the shares of common stock issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the Warrant Agreement or if the registration statement under which the warrants are registered is suspended; (ii) if we have so elected and the shares of common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the Public Warrants for redemption.
Any person or entity purchasing or otherwise acquiring any interest in any of our warrants will be deemed to have notice of and to have consented to the forum provisions in our Warrant Agreement.
Any person or entity purchasing or otherwise acquiring any interest in any of our warrants will be deemed to have notice of and to have consented to the forum provisions in our Public Warrant Agreement.
We cannot be certain that we will have control of the enforcement of these patents against third parties. Legal action could be initiated against the owners of the intellectual property that we license.
We cannot be 49 certain that we will have control of the enforcement of these patents against third parties. Legal action could be initiated against the owners of the intellectual property that we license.
As a result, our 41 revenues and results of operations are subject to foreign exchange fluctuations, which we may not be able to manage successfully.
As a result, our revenues and results of operations are subject to foreign exchange fluctuations, which we may not be able to manage successfully.
In particular, our production process development, process engineering, research and development, and plant operations programs are dependent on our ability to attract, integrate and retain highly skilled scientific, technical 25 and operational personnel. Competition for such personnel from numerous companies and academic and other research institutions may limit our ability to do so on acceptable terms, or at all.
In particular, our production process development, process engineering, research and development, and plant 23 operations programs are dependent on our ability to attract, integrate and retain highly skilled scientific, technical and operational personnel. Competition for such personnel from numerous companies and academic and other research institutions may limit our ability to do so on acceptable terms, or at all.
Entities in which the Shougang Joint Venture holds a controlling interest currently produce low carbon ethanol at four commercial scale facilities using our process technology, which, in addition to its use as fuel, is transported and processed for use in consumer products. Meanwhile, several additional facilities are being engineered and constructed.
Entities in which the Shougang Joint Venture holds a controlling interest currently produce ethanol at four commercial scale facilities using our process technology, which, in addition to its use as fuel, is transported and processed for use in consumer products. Meanwhile, several additional facilities are being engineered and constructed.
The products that are derived from these technologies may not be applicable or compatible with demands in existing or future markets.
The 33 products that are derived from these technologies may not be applicable or compatible with demands in existing or future markets.
Based on our liquidity position as of December 31, 2024 and our current forecast of operating results and cash flows, we anticipate that we will not have sufficient resources to fund our cash obligations for the next 12 months following the issuance of our consolidated financial statements for the year ended December 31, 2024.
Based on our liquidity position as of December 31, 2025 and our current forecast of operating results and cash flows, we anticipate that we will not have sufficient resources to fund our cash obligations for the next 12 months following the issuance of our consolidated financial statements for the year ended December 31, 2025.
Entities in which the Shougang Joint Venture holds a controlling interest currently produce low carbon ethanol at four commercial scale facilities using our process technology, which, in addition to its use as fuel, is transported and processed for use in consumer products.
Entities in which the Shougang Joint Venture holds a controlling interest currently produce ethanol at four commercial scale facilities using our process technology, which, in addition to its use as fuel, is transported and processed for use in consumer products.
In 51 such circumstances, the trading price of our securities may not recover and may experience a further decline.
In such circumstances, the trading price of our securities may not recover and may experience a further decline.
We do not believe we have any direct competitors that produce products with similar attributes to ours. Due to the limited competition we face, there is a limited referenceable market for the more sustainable, waste-based products that our process technologies enable.
We do not believe we have any direct competitors that produce products with similar attributes to ours. Due to the limited competition we face, there is a limited referenceable market for the waste-based products that our process technologies enable.
However, because our operations in China are largely limited to technology licenses and the production of our low carbon ethanol, we do not expect that such intervention or influence would result in a material change in our operations.
However, because our operations in China are largely limited to technology licenses and the production of our ethanol, we do not expect that such intervention or influence would result in a material change in our operations.
We have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant, provided that the closing price of our common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading day period commencing once the Public Warrants become exercisable and ending three days before we send the notice of redemption to Public Warrant holders.
We have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant, provided that the closing price of our common stock equals or exceeds $1,800 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period commencing once the Public Warrants become exercisable and ending three days before we send the notice of redemption to Public Warrant holders.
We and other participants in the biomass-based and low-carbon fuel industry rely on governmental programs requiring or incentivizing the production and consumption of fuels with lower carbon intensity than conventional fossil fuels and carbon capture and utilization.
We and other participants in the low-carbon fuel industry rely on governmental programs requiring or incentivizing the production and consumption of fuels with lower carbon intensity than conventional fossil fuels and carbon capture and utilization.
We design the parameters to best process the feedstock we expect to receive from the host facility. Although we rigorously test feedgas when a project is being designed in order to determine the expected composition of the feedstock there is no guarantee that the quality and quantity of the feedstock will be identical to the test conditions.
We design the parameters to best process the feedstock we expect to receive from the host facility. Although we rigorously test feed gas when a project is being designed in order to determine the expected composition of the feedstock there is no guarantee that the quality and quantity of the feedstock will be identical to the test conditions.
Perceived uncertainties related to our ability to continue as a going concern and speculation regarding the status of the various strategic options that the Company is considering, including the Take-Private Proposal, could impact our ability to retain, attract, or strengthen our relationships with key personnel and other employees, and could impact our ability to retain, attract or strengthen our relationships with current and potential partners, which may cause them to terminate, or not renew or enter into, arrangements or projects with us.
Perceived uncertainties related to our ability to continue as a going concern and speculation regarding the status of the various strategic options that the Company is considering, could impact our ability to retain, attract, or strengthen our relationships with key personnel and other employees, and could impact our ability to retain, attract or strengthen our relationships with current and potential partners, which may cause them to terminate, or not renew or enter into, arrangements or projects with us.
Additionally, while the efforts of other jurisdictions to mitigate climate change are expected to result in the adoption of similar programs as the RFS II program or LCFS, increasing stakeholder scrutiny of the GHG, reduction benefits attributable to low-carbon fuels production and consumption could dampen interest in the adoption of similar programs.
Additionally, while the efforts of other jurisdictions to mitigate emissions are expected to result in the adoption of similar programs as the RFS II program or LCFS, increasing stakeholder scrutiny of GHG, reduction benefits attributable to low-carbon fuels production and consumption could dampen interest in the adoption of similar programs.
On March 13, 2025 we received written notice from the Nasdaq Listing Qualifications Department notifying us that for the last 30 consecutive business days, the closing bid price for our common stock had been below the $1.00 per share minimum closing bid price requirement for continued listing on Nasdaq, as set forth in the Minimum Bid Price Requirement.
On March 13, 2025, we received written notice from the Nasdaq Listing Qualifications Department notifying us that, for the last 30 consecutive business days, the closing bid price for our common stock had been below the $1.00 per share minimum closing bid price requirement for continued listing on Nasdaq.
Our revenue is relatively concentrated within a small number of key customers, and the loss of one or more of such key customers may adversely affect our business, financial condition, and results of operations. For the fiscal year ended December 31, 2024, our largest contracting entity accounted for 25% of our revenue.
Our revenue is relatively concentrated within a small number of key customers, and the loss of one or more of such key customers may adversely affect our business, financial condition, and results of operations. For the fiscal year ended December 31, 2025, our largest contracting entity accounted for 37% of our revenue.
Failure of LanzaJet to complete its initial facility or failure of third parties to adopt the LanzaJet process in their commercial facilities for the production of SAF may severely impact our business, financial condition, results of operations and prospects.
Failure of LanzaJet to successfully complete, commission, scale and operate its initial facility or failure of third parties to adopt the LanzaJet process in their commercial facilities for the production of SAF may severely impact our business, financial condition, results of operations and prospects.
Additionally, although governmental policies to reduce GHG emissions may continue to incentivize the production of low-carbon fuels and carbon capture, it is also possible that such policies could be altered in a way that may negatively impact our growth, increase our and our industry partners’ operating costs, or reduce demand for our technology by prioritizing other technologies or approaches to GHG emission reductions.
While governmental policies to reduce GHG emissions may incentivize the production of recycled-carbon fuels and carbon capture technologies, it is also possible that such policies could be altered in a way that may negatively impact our growth, increase our and our industry partners’ operating costs, or reduce demand for our technology by prioritizing other technologies or approaches to GHG emission reductions.
If we and our partners are unable to construct these plants within the planned timeframes, in a cost-effective manner or at all due to a variety of factors, including, but not limited to, a failure to acquire or lease land on which to build plants, a stoppage of construction as a result of any global health crises or pandemic, the imposition or heightening of tariffs, sanctions or other economic or military measures in relation to the current conflicts in Europe and the Middle-East, unexpected construction problems, permitting and other regulatory issues, severe weather, labor disputes, and issues with subcontractors or vendors, including payment disputes, our business, financial condition, results of operations and prospects could be severely impacted.
If we and our partners are unable to construct these plants within the planned timeframes, in a cost-effective manner or at all due to a variety of factors, including, but not limited to, a failure to acquire or lease land on which to build plants, a stoppage of construction as a result of any global health crises or pandemic, the imposition or heightening of tariffs, sanctions or other economic or military measures in relation to the current conflicts in Europe and the Middle East, unexpected construction problems, permitting and other regulatory issues, severe weather, labor disputes, and issues with subcontractors or vendors, including payment disputes, our business, financial condition, results of operations and prospects could be severely impacted. 27 The construction and commission of any new project is dependent on a number of contingencies some of which are beyond our and our partners’ control.
The market prices for these alternatively produced products and commodities are subject to volatility and there is a limited referenceable market for the more sustainable, waste-based products that our process technologies enable. Products produced by our process technologies compete with or are intended to displace comparable products produced using fossil resources.
The market prices for these alternatively produced products and commodities are subject to volatility and there is a limited referenceable market for the waste-based products that our process technologies enable. Products produced by our process technologies compete with comparable products produced using fossil resources.
In addition, we would incur additional costs to remediate material weaknesses in our internal control over financial reporting. 57 Delaware law and provisions in our certificate of incorporation and bylaws could make a takeover proposal more difficult. Our organizational documents are governed by Delaware law.
In addition, we have incurred and expect to continue to incur additional costs to remediate material weaknesses in our internal control over financial reporting. Delaware law and provisions in our certificate of incorporation and bylaws could make a takeover proposal more difficult. Our organizational documents are governed by Delaware law.
The 2023 Plan is required to provide for the ability to grant and recycle our common stock (including any shares subject to forfeited options or restricted stock awards), and to initially reserve a number of shares of our common stock constituting 10% of the total number of shares of our common stock outstanding on a fully diluted basis, as determined at the closing of the Business Combination, and include an “evergreen” provision pursuant to which the number of shares reserved for issuance under the 2023 Plan will be increased automatically each year by 3% of the aggregate number of shares of our common stock then outstanding on a fully diluted basis.
The 2023 Plan is required to provide for the ability to grant and recycle our common stock (including any shares subject to forfeited options), and to initially reserve a number of shares of our common stock constituting 10% of the total number of shares of our common stock outstanding on a fully diluted basis, as determined at the closing of the Business Combination, and includes an “evergreen” provision pursuant to which the number of shares reserved for issuance under the 2023 Plan will be increased automatically each year by 3% of the aggregate number of shares of our common stock then outstanding on a fully diluted basis, unless the Board takes action to suspend the increase or provide for an increase of a lesser number of shares.
Management has concluded, and the report of our auditors included in this Annual Report reflects, that our ability to continue as a going concern is dependent on our ability to execute our business plan, raise significant amounts of additional capital and/or implement other strategic options. The Company is actively pursuing the above actions.
Management has concluded that our ability to continue as a going concern is dependent on our ability to execute our business plan, raise significant amounts of additional capital and/or implement other strategic options. The Company is actively pursuing the above actions.
Biomass-based and low-carbon fuel has historically been more 35 expensive to produce than petroleum-based fuel given the lack of a carbon price or direct regulations and these governmental programs support a market for biomass-based and low-carbon fuel that might not otherwise exist.
Biomass-based and low-carbon fuel has historically been more expensive to produce than petroleum-based fuel given the lack of a carbon price or direct regulations, and these governmental programs support a market for biomass-based and low-carbon fuel that might not otherwise exist. One of the most important of these programs is the U.S.
Entities in which the Shougang Joint Venture holds a controlling interest operate the four currently operating commercial scale facilities that produce low carbon ethanol using our process 36 technology. In addition, commercial scale facility is in advanced stages of commissioning by our partner IndianOil. The facility is expected to finalize commissioning in the coming months.
Entities in which the Shougang Joint Venture holds a controlling interest operate the four currently operating commercial scale facilities that produce ethanol using our process technology. In addition, a commercial scale facility is in advanced stages of commissioning by our partner IndianOil.
Political and economic uncertainty, including the imposition of tariffs, changes in policies of the Chinese government or in relations between China and the United States, may impact our revenue and materially and adversely affect our business, financial condition, and results of operations. We and our partners operate facilities and do business on an international scale, including in China.
We and our partners operate facilities and do business on an international scale, including in China. Political and economic uncertainty, including the imposition of tariffs, changes in policies of the Chinese government or relations between China and the United States, may impact us adversely.
If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we will have to reduce our operating or investing expenditures, which will cause a delay or reduction in our technology development and commercialization programs, and substantially impair our ability to generate revenues, meet our liquidity needs and continue operations.
If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we will have to reduce our operating or investing expenditures, which will cause a delay or reduction in our technology development and commercialization programs, and substantially impair our ability to generate revenues, meet our liquidity needs and continue operations, and holders of our common stock could lose all or a significant portion of their investment.
A court also could enter orders that temporarily, preliminarily or permanently prohibit us and our partners from making, using, selling or offering to sell one or more of the products that may be produced using our technology platform and processes, or could enter an order mandating that we undertake certain remedial activities.
These damages could be substantial and could harm our reputation, business, financial condition and results of operations. 47 A court also could enter orders that temporarily, preliminarily or permanently prohibit us and our partners from making, using, selling or offering to sell one or more of the products that may be produced using our technology platform and processes, or could enter an order mandating that we undertake certain remedial activities.
There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq, and if we fail to maintain compliance with the continued listing requirements of Nasdaq, our common stock could be delisted, negatively impacting its price, liquidity, and our ability to access the capital markets. 52 Our common stock is listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol LNZA.
There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq, and if we fail to maintain compliance with the continued listing requirements of Nasdaq, our common stock could be delisted, negatively impacting its price and liquidity and our ability to access the capital markets.
As of December 31, 2024, our overall owned and in-licensed patent portfolio included 1,193 granted patents and 515 pending patent applications across 130 patent families in the United States and in various foreign jurisdictions. The strength of patents involves complex legal and scientific questions and can be uncertain.
As of December 31, 2025, our overall owned and in-licensed patent portfolio included 616 granted patents and 190 pending patent applications across 118 patent families in the United States and in various foreign jurisdictions. The strength of patents involves complex legal and scientific questions and can be uncertain.
We continue to face significant risks associated with our international expansion strategy. We are continuing to seek new opportunities to produce and commercialize products using our process technologies outside the United States through entering into licensing and co-development arrangements with new and existing industry partners.
We are continuing to seek new opportunities to produce and commercialize products using our process technologies outside the United States through entering into licensing and co-development arrangements with new and existing industry partners.
As of December 31, 2024, we had approximately $376.5 million in U.S. federal net operating loss carryovers to offset future taxable income.
As of December 31, 2025, we had approximately $469.3 million in U.S. federal net operating loss carryovers to offset future taxable income.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeItem 1C. Cybersecurity Risk Management and Strategy We have implemented a cybersecurity program for assessing, identifying, and managing cybersecurity risks aligned with the National Institute of Standard and Technology Cybersecurity Framework (NIST CSF) and where appropriate we have integrated these processes into our enterprise risk management framework.
Biggest changeOur cybersecurity program is aligned with recognized cybersecurity frameworks, including the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF), and is integrated, where appropriate, into the Company’s broader enterprise risk management processes. We have implemented administrative, technical, and physical safeguards designed to protect our information systems and data.
Risk Factors”, the sophistication of cyber threats continues to increase and we cannot assure that our systems and processes will be successful, that we will be able to anticipate or detect all cyberattacks or other breaches, that we will be able to react to cyberattacks or other breaches in a timely manner or that our remediation efforts will be successful.
However, cybersecurity threats continue to evolve in sophistication, and there can be no assurance that our systems and processes will be successful in preventing or detecting cyberattacks or other breaches or that remediation efforts will be successful.
Removed
We have implemented administrative, technical, and physical safeguards designed to protect our information systems and protect the confidentiality, integrity, and availability of our data. We are continuously working to improve our information technology systems and provide employee awareness training around phishing, malware, and other cyber risks to enhance our levels of protection.
Added
Item 1C. Cybersecurity Risk Management and Strategy We maintain a cybersecurity program designed to assess, identify, and manage risks from cybersecurity threats and to protect the confidentiality, integrity, and availability of our information systems and data.
Removed
We engage external parties, such as consultants, to enhance our cybersecurity oversight as required. We conduct periodic risk assessments to evaluate our cybersecurity posture, including through annual third-party vulnerability assessment and penetration tests performed by reputable service providers.
Added
These safeguards include ongoing monitoring of information technology systems, employee awareness training regarding phishing and other cyber risks, and processes intended to detect, prevent, and respond to potential cybersecurity incidents. We engage external consultants and service providers, as appropriate, to assist in evaluating and enhancing our cybersecurity posture.
Removed
We conduct risk assessments, as appropriate, on critical third parties who maintain material data or information to help assess and validate the information security capabilities of these third parties. We maintain insurance coverage for cybersecurity insurance as part of our overall insurance portfolio.
Added
Periodically, we conduct risk assessments, including third-party vulnerability assessments and penetration testing performed by reputable service providers. We also evaluate cybersecurity risks associated with certain third-party vendors that may have access to our systems or data. In addition, we maintain cybersecurity insurance coverage as part of our overall insurance portfolio.
Removed
We also have implemented administrative, technical, and physical safeguards designed to protect our information systems and protect the confidentiality, integrity, and availability of our data. Governance Related to Cyber Security Risks The Audit Committee of the Board has oversight of management's efforts with respect to IT systems and cybersecurity.
Added
To date, we have not identified any cybersecurity incidents that have had a material impact on our business strategy, results of operations, or financial condition.
Removed
As part of this oversight, our Chief Information Security Officer (“CISO”) shares quarterly updates regarding any changes around our cybersecurity defenses, ongoing IT initiatives, and emerging threats and plans to pro-actively address these threats with the Audit Committee.
Added
Governance Related to Cybersecurity Risks The Audit Committee of the Board of Directors oversees management’s processes related to information technology and cybersecurity risks and reports significant cybersecurity matters to the full Board as appropriate. Historically, the Company’s cybersecurity program was overseen by the Company’s Chief Information Security Officer (“CISO”).
Removed
During these meetings, the CISO provides the Audit Committee updates regarding any changes around our cyber defenses, ongoing IT initiatives, and emerging threats and plans to pro-actively address these threats. Our Board has delegated primary responsibility for the oversight of cybersecurity matters to the Audit Committee; however, the full Board reviews significant cybersecurity matters as appropriate.
Added
The Company’s former CISO resigned in June 2025, and the Company is currently evaluating options regarding the role. In the interim, certain cybersecurity monitoring and oversight activities are performed by the Company’s Senior Information Technology Systems Manager, who has over 15 years of experience in information technology and enterprise systems.
Removed
The Audit Committee provides updates to the Board on a quarterly basis on the activities that the Audit Committee oversees, including Cybersecurity. 59 Our Chief Information Security Officer is responsible for strengthening and continuously monitoring the effectiveness of our cybersecurity program.
Added
The Senior Information Technology Systems Manager reviews aspects of the Company’s information security posture, cybersecurity controls, and monitoring activities and escalates matters to senior management as appropriate. The Company also utilizes external service providers to support certain cybersecurity monitoring and security management activities. 59
Removed
The individual currently serving in the role of Chief Information Security Officer has over 30 years of information systems and cybersecurity experience within complex and international business verticals such as technology, financial services, biotech, and other scientific organizations. He also holds the Certified Information Systems Security Professional (CISSP) certification.
Removed
In addition, our cybersecurity steering committee assists in managing certain technical aspects related to cybersecurity. Our cybersecurity steering committee is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents through monthly meetings and frequent communications.
Removed
Regular members of the steering committee consist of participants from the IT infrastructure, Business Systems, AI and Modelling and Scientific Computing teams. Participants from other teams attend on an as-needed basis. To date, we have not identified any indication of a cybersecurity incident that would have a material impact on our business and consolidated financial statements.
Removed
However, as discussed more fully under “Item 1A.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings The information required with respect to this item is incorporated herein by reference from Item 8. Financial Statements and Supplementary Data— Note 17 - Commitments and Contingencies in this Form 10-K. Item 4. Mine Safety Disclosures None. PART II
Biggest changeFor a discussion of our legal proceedings, see Note 17 — Commitments and Contingencies to our consolidated financial statements included in Part II, “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K, which is incorporated herein by reference. Item 4. Mine Safety Disclosures Not applicable. 60 PART II 61
Added
Item 3. Legal Proceedings The Company is, and may from time to time be, involved in legal proceedings and exposed to potential claims in the normal course of business, including as described herein.
Added
Although we cannot predict the ultimate outcome of any legal matter with certainty, we currently do not believe the outcome of any of our pending legal proceedings will have a material adverse impact on our consolidated financial position, results of operations or cash flows.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeHolders 60 As of April 10, 2025, there were 188 holders of record of our common stock and 3 holders of record of our warrants to purchase our common stock. Such numbers do not include beneficial owners holding our securities through nominee names. Dividends We have never declared or paid any dividends on shares of common stock.
Biggest changeSuch numbers do not include beneficial owners holding our securities through nominee names. Dividends We have never declared or paid any dividends on shares of common stock.
Recent Sales of Unregistered Securities Except as previously reported by the Company on its Quarterly Reports on Form 10-Q or its Current Reports on Form 8-K, we did not sell any securities during the period covered by this Form 10-K that were not registered under the Securities Act. Item 6. [Reserved] 61
Recent Sales of Unregistered Securities Except as previously reported by the Company on its Quarterly Reports on Form 10-Q or its Current Reports on Form 8-K, we did not sell any securities during the period covered by this Form 10-K that were not registered under the Securities Act. Item 6. [Reserved]
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock and warrants to purchase our common stock are listed on The Nasdaq Stock Market LLC under the symbols LNZA and LNZAW, respectively.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock and Public Warrants are listed on The Nasdaq Stock Market LLC under the symbols LNZA and LNZAW, respectively. Holders As of March 25, 2026, there were 66 holders of record of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table sets forth our consolidated results of operations for the periods indicated: Years Ended December 31, 2024 2023 Variance % Change (In thousands, except for per share amounts) Total revenue $ 49,592 $ 62,631 $ (13,039) (21) % Cost of revenues (exclusive of depreciation shown below) 25,970 44,979 (19,009) (42) % Operating expenses: Research and development 77,007 68,142 8,865 13 % Depreciation expense 5,567 5,452 115 2 % Selling, general and administrative expense 49,981 50,438 (457) (1) % Total operating expenses $ 132,555 $ 124,032 8,523 7 % Loss from operations (108,933) (106,380) (2,553) 2 % Other income (expense): Interest income, net 3,162 4,572 (1,410) (31) % Other expense, net (17,726) (29,388) 11,662 (40) % Total other expense, net (14,564) (24,816) 10,252 (41) % Loss before income taxes (123,497) (131,196) 7,699 (6) % Loss from equity method investees, net (14,234) $ (2,902) (11,332) 390 % Net loss $ (137,731) $ (134,098) $ (3,633) 3 % Other comprehensive loss: Changes in credit risk of fair value instruments (1,096) — (1,096) nm Foreign currency translation adjustments 124 (376) 500 (133) % Comprehensive loss $ (138,703) $ (134,474) $ (4,229) 3 % Net loss per share - basic and diluted $ (0.70) (0.79) Weighted-average number of common shares outstanding - basic and diluted 197,579,945 176,023,219 Revenue Total revenue decreased $13.0 million, or 21%, in the year ended December 31, 2024, compared to the prior year.
Biggest changeSee “ Non-GAAP Financial Measures ” for additional information and reconciliation of Adjusted EBITDA to net loss, its most directly comparable GAAP measure. 67 Results of Operations The following table sets forth our consolidated results of operations for the periods indicated: Years Ended December 31, 2025 2024 Variance % Change (In thousands, except for per share amounts) Total revenue $ 55,845 $ 49,592 $ 6,253 12.6 % Cost of revenues 1 30,544 25,970 4,574 17.6 % Operating expenses: Research and development 53,184 77,007 (23,823) (30.9) % Depreciation expense 4,227 5,567 (1,340) (24.1) % Selling, general and administrative expense 47,046 49,981 (2,935) (5.9) % Total operating expenses $ 104,457 $ 132,555 $ (28,098) (21.2) % Loss from operations (79,156) (108,933) 29,777 27.3 % Other income (expense): Interest income, net 1,214 3,162 (1,948) (61.6) % Other income (expense), net 41,539 (17,726) 59,265 334.3 % Total other income (expense), net 42,753 (14,564) 57,317 393.6 % Loss before income taxes (36,403) (123,497) 87,094 70.5 % Loss from equity method investees, net (12,548) (14,234) 1,686 11.8 % Net loss $ (48,951) $ (137,731) $ 88,780 64.5 % Other comprehensive loss: Changes in credit risk of fair value instruments 1,091 (1,096) 2,187 (199.5) % Foreign currency translation adjustments (1,040) 124 (1,164) (938.7) % Comprehensive loss $ (48,900) $ (138,703) $ 89,803 64.7 % (1) exclusive of depreciation Revenue Total revenue increased $6.3 million, or 12.6%, in the year ended December 31, 2025, compared to the same period in the prior year.
For example, Adjusted EBITDA: (i) excludes stock-based compensation expense because it is a significant non-cash expense that is not directly related to our operating performance; (ii) excludes depreciation expense and, although this is a non-cash expense, the assets being depreciated and amortized 71 may have to be replaced in the future; (iii) excludes gain or losses on equity method investee; and (iv) excludes certain income or expense items that do not provide a comparable measure of our business performance.
For example, Adjusted EBITDA: (i) excludes stock-based compensation expense because it is a significant non-cash expense that is not directly related to our operating performance; (ii) excludes depreciation expense and, although this is a non-cash expense, the assets being depreciated and amortized may have to be replaced in the future; (iii) excludes gain or losses on equity method investee; and (iv) excludes certain income or expense items that do not provide a comparable measure of our business performance.
We have also developed the capabilities to produce single cell protein as a primary product from our gas fermentation platform. LanzaTech employs a licensing business model whereby our customers build, own and operate facilities that use our technology, and in return, we are paid a royalty fee based on the revenue generated from the use of our technology.
We have also developed the capabilities to produce single cell protein as a primary product from our gas fermentation platform. LanzaTech employs a licensing business model whereby our customers build, own and operate facilities that use our technology, and in return, we are paid a royalty fee based on the revenue generated from the use of 62 our technology.
While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements, we believe that the accounting policies discussed below are critical to understanding our historical and future performance: Revenue Recognition 69 We recognize revenue from our contracts with customers in accordance with ASC 606.
While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements, we believe that the accounting policies discussed below are critical to understanding our historical and future performance: Revenue Recognition We recognize revenue from our contracts with customers in accordance with ASC 606.
Overview We are a nature-based carbon refining company that develops technology to transform waste carbon into the chemical building blocks for consumer goods such as sustainable fuels, fabrics, and packaging that people use in their daily lives.
Overview We are a nature-based carbon refining company that develops technology to transform waste carbon into the chemical building blocks for consumer goods such as fuels, fabrics, and packaging that people use in their daily lives.
We exercise judgment when determining the percentage of completion against the total transaction price initially estimated. For arrangements with government agencies, we measure the satisfaction of performance obligations over time using the input method which requires judgment when selecting the most indicative measure of such performance.
We exercise judgment when determining the percentage of completion against the total transaction price initially estimated. For 72 arrangements with government agencies, we measure the satisfaction of performance obligations over time using the input method which requires judgment when selecting the most indicative measure of such performance.
We have historically funded our operations through the Business Combination, issuances of equity securities, debt financing, as well as from revenue generating activities with commercial and governmental entities.
We have 70 historically funded our operations through the Business Combination, issuances of equity securities, debt financing, as well as from revenue generating activities with commercial and governmental entities.
In accordance with Accounting Standards Update ("ASU") No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40),” management has evaluated in aggregate the conditions and events that raise substantial doubt regarding the Company’s ability to continue as a going concern through the next twelve months from the date of issuance of the consolidated financial statements for the year ended December 31, 2024 included in this Annual Report and has determined that the Company’s ability to continue as a going concern is dependent on its ability to execute its business plan, raise significant amounts of additional capital and/or implement other strategic options.
In accordance with Accounting Standards Update ("ASU") No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40),” management has evaluated in aggregate the conditions and events that raise substantial doubt regarding the Company’s ability to continue as a going concern through the next twelve months from the date of issuance of the consolidated financial statements for the year ended December 31, 2025 included in this Annual Report and has determined that the Company’s ability to continue as a going concern is dependent on its ability to raise significant amounts of additional capital, implement other strategic options, and execute its business plan.
Brookfield SAFE Valuation Under the Brookfield SAFE, we agreed to issue to Brookfield the right to certain shares of Legacy LanzaTech’s capital stock, in exchange for the payment of $50.0 million. The Brookfield SAFE was classified as a liability on our consolidated balance sheets as of December 31, 2024 and 2023.
Brookfield SAFE Valuation Under the Brookfield SAFE, we agreed to issue to Brookfield the right to certain shares of Legacy LanzaTech’s capital stock, in exchange for the payment of $50.0 million. The Brookfield SAFE was classified as a liability on our consolidated balance sheets as of December 31, 2024.
(3) Consists of cost of revenues from contracts with customers and grants (exclusive of depreciation), cost of revenue from collaboration agreements (exclusive of depreciation) and cost of revenue from related party transactions (exclusive of depreciation).
(3) Consists of cost of revenues from contracts with customers and grants (exclusive of depreciation), cost of revenues from collaboration agreements (exclusive of depreciation) and cost of revenues from related party transactions (exclusive of depreciation).
Our customers leverage our proven proprietary gas fermentation technology platform to convert certain feedstock, including waste carbon gases, into sustainable fuels and chemicals such as ethanol. Today, we are focused on taking advantage of the many uses of ethanol while capitalizing on the growing preference among major companies for renewable products and environmentally-conscious manufacturing processes.
Our customers leverage our proven proprietary gas fermentation technology platform to convert certain feedstocks, including waste carbon gases, into fuels and chemicals such as ethanol. Today, we are focused on taking advantage of the many uses of ethanol while capitalizing on the growing preference among major companies for renewable products and environmentally-conscious manufacturing processes.
Recently, the Company and LanzaJet launched CirculAir™, a new joint offering and end-to-end solution utilizing LanzaTech’s gas fermentation technology in conjunction with LanzaJet’s Alcohol-to-Jet (“ATJ”) platform to produce sustainable aviation fuel and renewable diesel from a wide range of waste feedstocks. We have not achieved operating profitability since our formation.
In June 2024, the Company and LanzaJet launched CirculAir™, a new joint offering and end-to-end solution utilizing LanzaTech’s gas fermentation technology in conjunction with LanzaJet’s Alcohol-to-Jet (“ATJ”) platform to produce sustainable aviation fuel and renewable diesel from a wide range of waste feedstocks. We have not achieved operating profitability since our formation.
These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. We are focusing on streamlining our business priorities, taking actions to reduce our cost structure and evaluating other liquidity enhancing initiatives, including pursuing capital raising, partnership or asset-related opportunities, and other strategic options.
These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. The Company is focusing on streamlining its business priorities, taking actions to reduce its cost structure and evaluating other liquidity enhancing initiatives, including pursuing capital raising, partnership or asset-related opportunities, and other strategic options.
We anticipate that we will continue to incur losses until we sufficiently commercialize our technology. Recent Developments As previously announced, LanzaTech is focused on shifting its core operations from research and development to globally deploying the Company’s proven technology.
We anticipate that we will continue to incur losses until we sufficiently commercialize our technology. LanzaTech is focused on shifting its core operations from research and development to globally deploying the Company’s proven technology.
Convertible Note The Company has elected to measure the Convertible Note using the fair value option under ASC 825. The fair value of the Convertible Note is remeasured at each reporting date using a binomial lattice model.
Convertible Note The Company had elected to measure the Convertible Note using the fair value option under ASC 825. The fair value of the Convertible Note was remeasured at each reporting date using a binomial lattice model.
The Company elected to record the instrument using the fair value option under ASC 825. The Brookfield SAFE was terminated on February 14, 2025. Refer to Note 19 - Subsequent Events in our consolidated financial statements for further information.
The Company elected to record the instrument using the Fair Value Option (“FVO”) under ASC 825. The Brookfield SAFE was terminated on February 14, 2025. Refer to Note 6 — Brookfield Instruments in our consolidated financial statements for further information.
As of December 31, 2024, our capital structure consisted of equity (comprising issued capital, and accumulated deficit), the Brookfield SAFE and the Convertible Note. We are not subject to any externally imposed capital requirements.
As of December 31, 2025, our capital structure consisted of equity (comprising issued capital, and accumulated deficit), and the Brookfield Loan. We are not subject to any externally imposed capital requirements.
In this section, unless otherwise indicated or the context otherwise requires, references in this section to “LanzaTech,” the “Company,” “we,” “us,” “our” and other similar terms refer to LanzaTech Global, Inc. and its consolidated subsidiaries, including LanzaTech NZ, Inc. and its consolidated subsidiaries subsequent to the Business Combination and LanzaTech NZ, Inc. and its consolidated subsidiaries prior to the Business Combination.
In this section, unless otherwise indicated or the context otherwise requires, references in this section to “LanzaTech,” the “Company,” “we,” “us,” “our” and other similar terms refer to LanzaTech Global, Inc. and its consolidated subsidiaries. References to “AMCI” refer to AMCI Acquisition Corp. II prior to the Business Combination.
In light of the our projected capital expenditures and operating requirements under our current business plan, we are projecting that our existing cash and short-term held-to-maturity debt securities will not be sufficient to fund our operations through the next twelve months from the date of issuance of the consolidated financial statements for the year ended December 31, 2024 included in this Annual Report.
In light of the Company’s operating requirements and projected capital expenditure under its current business plan, the Company is projecting that its existing cash and short-term debt securities will not be sufficient to fund its operations through the next twelve months from the date of issuance of the consolidated financial statements for the year ended December 31, 2025 included in this Annual Report.
Our ability to successfully develop products and expand our business depends on many factors, including our ability to meet working capital needs, the availability of equity or debt financing and, over time, our ability to generate cash flows from operations.
Sources and Uses of Capital Since inception, we have financed our operations primarily through equity and debt financing. Our ability to successfully develop products and expand our business depends on many factors, including our ability to meet working capital needs, the availability of equity or debt financing and, over time, our ability to generate cash flows from operations.
As of December 31, 2024, LanzaTech’s outstanding debt comprised the Convertible Note, the Brookfield SAFE, the FPA Put Option liability and the Fixed Maturity Consideration, which are all classified as liabilities for accounting purposes, on its consolidated balance sheets as of December 31, 2024.
As of December 31, 2025, our outstanding debt comprised the Brookfield Loan, the FPA Put Option liability and the Fixed Maturity Consideration, which are all classified as liabilities for accounting purposes, on our consolidated balance sheets as of December 31, 2025.
Cash Flows from Financing Activities In the year ended December 31, 2024, net cash from financing activities was $30.2 million , compared to net cash provided by financing activities of $148.2 million in the year ended December 31, 2023.
Cash Flows from Financing Activities Net cash from financing activities was $25.6 million for the year ended December 31, 2025, compared to net cash provided by financing activities of $30.2 million for the year ended December 31, 2024.
Our net losses after tax were $137.7 million for the year ended December 31, 2024 and $134.1 million for the prior year. As of December 31, 2024 we had accumulated deficit of $969.6 million compared to an accumulated deficit of $831.9 million as of December 31, 2023.
Our net losses after tax were $49.0 million and $137.7 million for the year ended December 31, 2025 and 2024, respectively. As of December 31, 2025 we had an accumulated deficit of $1,018.6 million compared to an accumulated deficit of $969.6 million as of December 31, 2024.
References to “AMCI” refer to AMCI Acquisition Corp. II prior to the Business Combination. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results could differ materially from those discussed in the forward-looking statements.
This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results could differ materially from those discussed in the forward-looking statements.
Cash Flows Provided by Investing Activities In the year ended December 31, 2024, net cash provided by investing activities was $28.4 million, compared to net cash used by investing activities of $(57.9) million in the year ended December 31, 2023.
Cash Flows Provided by Investing Activities Net cash provided by investing activities was $11.2 million for the year ended December 31, 2025, compared to $28.4 million of net cash provided by investing activities for the year ended December 31, 2024.
Recently Issued and Adopted Accounting Standards See Note 2 to our consolidated financial statements for a description of recent accounting pronouncements, including the actual and expected dates of adoption and estimate effects on our consolidated results of operations and financial condition, which is incorporated herein by reference.
Recently Issued and Adopted Accounting Standards See Note 2 to our consolidated financial statements for a description of recent accounting pronouncements, including the actual and expected dates of adoption and estimate effects on our consolidated results of operations and financial condition, which is incorporated herein by reference. 74 Non-GAAP Financial Measures To supplement our financial statements presented in accordance with GAAP and to provide investors with additional information regarding our financial results, we have presented Adjusted EBITDA, a non-GAAP financial measure.
(4) Adjusted EBITDA, a non-GAAP financial measure, is calculated as net loss, excluding the impact of depreciation, interest income, net, stock-based compensation, change in fair value of warrant liabilities, change in fair value of SAFE liabilities, change in fair value of the FPA Put Option liability and Fixed Maturity Consideration, change in fair value of the Convertible Note and associated transaction costs, transaction costs on issuance of FPA, loss from equity method investees, net and other one-time costs related to the Business Combination and securities registration on Form S-4, our registration statement on Form S-1, and non-recurring regulatory matters.
(4) Adjusted EBITDA, a non-GAAP financial measure, is calculated as net loss, excluding the impact of depreciation, interest income, net, stock-based compensation expense, change in fair value of warrant liabilities, loss on the Brookfield SAFE extinguishment, change in fair value of the Brookfield SAFE and the Brookfield Loan liabilities, change in fair value of the FPA Put Option liability and Fixed Maturity Consideration (net of interest accretion reversal), change in fair value of the Convertible Note, change in fair value of the PIPE Warrant and loss from equity method investees, net.
The following table reconciles Adjusted EBITDA to net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP: Reconciliation of Net Loss to Adjusted EBITDA Years Ended December 31, (In thousands) 2024 2023 Net Loss $ (137,731) $ (134,098) Depreciation 5,567 5,452 Interest income, net (3,162) (4,572) Stock-based compensation expense and change in fair value of SAFE and warrant liabilities (1) (4,679) 728 Change in fair value of the FPA Put Option and Fixed Maturity Consideration liabilities (net of interest accretion reversal) 23,283 44,300 Change in fair value of Convertible Note and related transaction costs 14,276 — Transaction costs on issuance of FPA — 451 Loss from equity method investees, net 14,234 2,902 One-time costs related to the Business Combination, initial securities registration and non-recurring regulatory matters (2) — 4,693 Adjusted EBITDA $ (88,212) $ (80,144) __________________ (1) Stock-based compensation expense represents expense related to equity compensation plans.
The following table reconciles Adjusted EBITDA to net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP: 75 Reconciliation of Net Loss to Adjusted EBITDA Years Ended December 31, (In thousands) 2025 2024 Net loss $ (48,951) $ (137,731) Depreciation 4,227 5,567 Interest income, net (1,214) (3,162) Stock-based compensation expense and change in fair value of Brookfield SAFE and warrant liabilities (1) 3,732 (4,679) Loss on Brookfield SAFE extinguishment 6,216 — Change in fair value of the FPA Put Option and Fixed Maturity Consideration liabilities — 23,283 Change in fair value of Convertible Note and related transaction costs (42,980) 14,276 Change in fair value of PIPE Warrant (8,800) — Change in fair value of the Brookfield Loan (net of interest accretion reversal) 5,310 — Change in fair value of the Amended Brookfield Loan (1,400) — Loss from equity method investees, net 12,548 14,234 Adjusted EBITDA $ (71,312) $ (88,212) __________________ (1) Stock-based compensation expense represents expense related to equity compensation plans. 76
Liquidity and Capital Resources Cash and Cash Equivalents Cash and cash equivalents comprise cash on hand, demand deposits at banks, and other short-term, highly liquid investments with original maturity of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
These increases were partially offset by a loss of $23.4 million due to the increase in fair value of the Brookfield Loan from February 14, 2025 through December 31, 2025 and a loss of $2.5 million due to the increase in fair value of the Brookfield SAFE. 69 Liquidity and Capital Resources Cash and Cash Equivalents Cash and cash equivalents comprise cash on hand, demand deposits at banks, and other short-term, highly liquid investments with original maturity of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
We define Adjusted EBITDA as our net loss, excluding the impact of depreciation, interest income, net, stock-based compensation, change in fair value of warrant liabilities, change in fair value of SAFE liabilities, change in fair value of the FPA Put Option liability and Fixed Maturity Consideration, change in fair value of the Convertible Note and associated transaction costs, transaction costs on issuance of FPA, loss from equity method investees, net and other one-time costs related to the Business Combination and securities registration on Form S-4, our registration statement on Form S-1, and non-recurring regulatory matters.
We define Adjusted EBITDA as our net loss, excluding the impact of depreciation, interest income, net, stock-based compensation expense, change in fair value of warrant liabilities, loss on the Brookfield SAFE extinguishment, change in fair value of the Brookfield SAFE and the Brookfield Loan liabilities (net of interest accretion reversal), change in fair value of the FPA Put Option liability and Fixed Maturity Consideration, change in fair value of the Convertible Note, change in fair value of the PIPE Warrant and loss from equity method investees, net.
Depreciation) (3) 25,970 44,979 (19,009) (42) % Selling, general & administrative 49,981 50,438 (457) (1) % Adjusted EBITDA (4) $ (88,212) $ (80,144) $ (8,068) 10 % __________________ (1) One-time revenue includes all other revenue other than licensing and sales of microbes and media (2) Includes revenue from licensing and sales of microbes and media.
Depreciation) (3) 30,544 25,970 4,574 18 % Selling, general & administrative expense 47,046 49,981 (2,935) (6) % Adjusted EBITDA (4) $ (71,312) $ (88,212) $ 16,900 19 % __________________ (1) One-time revenue includes all other revenue other than licensing and sales of microbes and media. (2) Includes revenue from licensing and sales of microbes and media.
Non-GAAP Financial Measures To supplement our financial statements presented in accordance with GAAP and to provide investors with additional information regarding our financial results, we have presented Adjusted EBITDA, a non-GAAP financial measure. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies.
Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies.
This model incorporates transaction details such as stock price, contractual terms, conversions scenarios, dividend yield, risk-free rate, adjusted equity volatility, credit rating, market credit spread, and estimated yield. We regularly reassess our estimates and assumptions as new information becomes available. Any changes in these estimates are reflected in our financial statements in the period in which they occur.
This model incorporates transaction details such as stock price, contractual terms, conversions scenarios, dividend yield, risk-free rate, adjusted equity volatility, credit rating, market credit spread, and estimated yield.
The decrease was offset by the proceeds from the maturity of certain debt securities and the issuance of the Convertible Note. 65 Debt Security Investments Debt security investments comprise mainly held-to-maturity U.S. Treasury and high quality corporate securities that the Company has both the ability and intent to hold to maturity.
Debt Security Investments Debt security investments comprise mainly held-to-maturity U.S. Treasury and high-quality corporate securities that the Company has both the ability and intent to hold to maturity. As of December 31, 2025, held-to-maturity security investments all matured, compared to $12.4 million as of December 31, 2024.
The sensitivity of the fair value calculation to these methods, assumptions, and estimates included could create materially different results under different conditions or using different assumptions.
The sensitivity of the fair value calculation to these method, assumptions, and estimates included could create materially different results under different conditions or using different assumptions. Series A Convertible Senior Preferred Stock – Mezzanine Equity On May 7, 2025, the Company issued Series A Convertible Senior Preferred Stock pursuant to the Preferred Stock Purchase Agreement.
We had cash and cash equivalents of $43.5 million, short-term held-to-maturity debt securities of $12.4 million and an accumulated deficit of $(969.6) million as of December 31, 2024, along with cash outflows from operations of $(89.1) million and net loss of $(137.7) million for the year ended December 31, 2024.
We had cash and cash equivalents of $13.2 million and an accumulated deficit of $(1,018.6) million as of December 31, 2025, along with cash outflows from operations of $(64.9) million and net loss of $(49.0) million for the year ended December 31, 2025.
This was primarily attributable to interest earned on lower cash balances held in savings and money market accounts.
This was primarily attributable to interest earned on lower cash balances held in savings and money market accounts. Other Income, net Other income, net increased $59.3 million in the year ended December 31, 2025 compared to the same period in the prior year.
The consolidated financial statements for the year ended December 31, 2024 included in this Annual Report do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty Cash Flows The following table provides a summary of our cash flows for the years ended December 31, 2024 and December 31, 2023: 68 Years Ended December 31, (in thousands) 2024 2023 Net cash used in operating activities $ (89,060) $ (97,296) Net cash provided by/(used in) investing activities 28,352 (57,911) Net cash provided by financing activities 30,213 148,185 Effects of currency translation on cash, cash equivalents and restricted cash (52) (404) Net decrease in cash, cash equivalents and restricted cash $ (30,547) $ (7,426) Cash Flows Used in Operating Activities Cash flows used in operating activities decreased $8.2 million, or 8%, in the year ended December 31, 2024 compared to the year ended December 31, 2023.
Cash Flows The following table provides a summary of our cash flows for the years ended December 31, 2025 and 2024: Years Ended December 31, (in thousands) 2025 2024 Net cash used in operating activities $ (64,854) $ (89,060) Net cash provided by investing activities 11,150 28,352 Net cash provided by financing activities 25,619 30,213 Effects of currency translation on cash, cash equivalents and restricted cash (601) (52) Net decrease in cash, cash equivalents and restricted cash $ (28,686) $ (30,547) Cash Flows Used in Operating Activities Net cash used in operating activities decreased $24.2 million, or 27.2%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Key Financial Metrics: The key elements of LanzaTech’s performance for the years ended December 31, 2024 and December 31, 2023 are summarized in the tables below: Years Ended December 31, (In thousands, except for percentages) 2024 2023 Variance % Change GAAP Measures: Revenue $ 49,592 $ 62,631 $ (13,039) (21) % Net Loss (137,731) (134,098) (3,633) 3 % Key Performance Indicators: One-Time Revenue (1) 37,868 57,754 (19,886) (34) % Recurring Revenue (2) 11,724 4,877 6,847 140 % Total Revenue 49,592 62,631 (13,039) (21) % Cost of Revenues (ex.
See Note 2 — Summary of Significant Accounting Policies of our consolidated financial statements for a full description of our basis of presentation. 66 Key Financial Metrics The key elements of the Company’s performance for the years ended December 31, 2025 and 2024 are summarized in the tables below: Years Ended December 31, (In thousands, except for percentages) 2025 2024 Variance % Change GAAP Measures: Revenue $ 55,845 $ 49,592 $ 6,253 13 % Net income (loss) (48,951) (137,731) 88,780 64 % Key Performance Indicators: One-Time Revenue (1) 34,891 37,868 (2,977) (8) % Recurring Revenue (2) 20,954 11,724 9,230 79 % Total Revenue 55,845 49,592 6,253 13 % Cost of Revenues (ex.
See Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements for a full description of our basis of presentation.
For a description of these investments see Note 2 — Summary of Significant Accounting Policies, Note 7 – Brookfield Investments and Note 9 – Forward Purchase Agreement in our consolidated financial statements for further information.
Selling, general and administrative expense SG&A expense decreased $0.5 million, or 1%, in the year ended December 31, 2024, compared to the prior year .
Selling, general and administrative expense SG&A expense decreased $2.9 million, or 5.9%, in the year ended December 31, 2025, compared to the same period in the prior year. The decrease was primarily attributable to a $9.6 million reduction in personnel and contractor expenses, driven by headcount reductions during the year and a decline of $1.0 million in facilities-related expenses.
Research and Development R&D expense increased $8.9 million, or 13%, in the year ended December 31, 2024, compared to the prior year, primarily due to an increase of $10.5 million in external R&D services related to project development costs that are not currently eligible for capitalization nor tied to revenue agreements.
Research and Development R&D expense decreased $23.8 million, or 30.9%, in the year ended December 31, 2025, compared to the same period in the prior year. The decrease was primarily driven by an $11.2 million reduction in external R&D services expenses related to project development costs.
However, because certain of the actions described above are subject to market and other conditions not within the Company’s control, management has concluded that these plans do not alleviate substantial doubt about our ability to continue as a going concern.
Management has concluded that the financing transactions completed in 2025 and in January 2026 and our additional plans to raise additional capital, which remain subject to uncertainty, do not alleviate substantial doubt about our ability to continue as a going concern.
Engineering and other services revenue decreased by $19.4 million, mainly due to a reduction of $28.8 million in revenue from projects with existing customers, which includes a decrease of $19.6 million from three large projects.
The increase was partially offset by a $3.8 million reduction in JDA revenue reflecting project completions and the absence of new contracts following workforce reductions. The increase was also partially offset by a $3.6 million decrease in engineering and other services revenue primarily due to the completion of projects with existing customers and a decrease in revenue from new customers.
The following table shows the balances of our cash, cash equivalents and restricted cash as of December 31, 2024 and December 31, 2023: Years Ended December 31, (In thousands, except for percentages) 2024 2023 Variance % Change Total cash, cash equivalents, and restricted cash $ 45,737 $ 76,284 $ (30,547) (40) % As of December 31, 2024, compared to December 31, 2023, LanzaTech’s cash, cash equivalents, and restricted cash decreased by $30.5 million, or 40%, primarily due to funding the net loss adjusted for non-cash charges (see cash flow section below) and purchases of property, plant and equipment.
The following table shows the balances of our cash, cash equivalents and restricted cash as of December 31, 2025 and December 31, 2024: December 31, December 31, (In thousands, except for percentages) 2025 2024 Variance % Change Total cash, cash equivalents, and restricted cash $ 17,051 $ 45,737 $ (28,686) (62.7) % As of December 31, 2025, compared to December 31, 2024, LanzaTech’s cash, cash equivalents, and restricted cash decreased by $28.7 million , or 62.7% , primarily due to losses from operations and the partial settlement of the Brookfield Loan, partially offset by proceeds from maturity of debt securities held for investment, and preferred stock issuance.
These decreases were offset by an increase of $0.4 million for facilities and consumable expenses compared to the prior year . Interest income, net Interest income, net decreased $1.4 million in the year ended December 31, 2024 compared to the prior year .
The decrease was partially offset by a $7.7 million increase in professional fees associated with the Company’s restructuring efforts and initiatives to realign business priorities. Interest income, net Interest income, net decreased $1.9 million in the year ended December 31, 2025 compared to the same period in the prior year.
Removed
On April 3, 2025, our Board received a preliminary, nonbinding proposal from Carbon Direct Capital to acquire all of the outstanding shares of the Company’s common stock for $0.02 per share (the “Take-Private Proposal”).
Added
Recent Developments Reverse Stock Split and Reduction in Authorized Shares On August 15, 2025,the Company filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) two Certificates of Amendment to the Company’s Second Amended and Restated Articles of Incorporation to (1) decrease the par value of the Company’s common stock from $0.0001 to $0.0000001 per share (the “Par Value Change”) and increase the number of authorized shares of common stock from 600,000,000 to 2,580,000,000 (the “Authorized Share Increase”), effective 4:59 p.m.
Removed
Carbon Direct Capital is the holder of the Company’s outstanding $40.2 million Convertible Note, excluding payment-in-kind interest from the issue date, which upon conversion, would entitle it to receive shares of common stock representing approximately 14.6% of our common stock based on the total number of shares of common stock of the Company outstanding on April 10, 2025 (see “—Liquidity and Capital Resources—Sources 62 and Uses of Capital” herein).
Added
Eastern Time on August 18, 2025, and (2) effect a 1-for-100 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock and proportionately decrease the number of authorized shares of common stock to 25,800,000 (the “Proportionate Authorized Share Decrease” and, together with the Par Value Change, Authorized Share Increase and Reverse Stock Split, the “Charter Amendments”), effective 5:00 p.m.
Removed
The Strategic Committee of the Board (the “Strategic Committee”) is currently reviewing, evaluating and negotiating the Take-Private Proposal in consultation with the Company’s financial advisor and legal counsel.
Added
Eastern Time on August 18, 2025 (the “Reverse Split Effective Time”).
Removed
There is no guarantee that the Take-Private Proposal will be accepted by the Strategic Committee or the Board, that definitive documentation relating to any such transaction will be executed, or that a transaction will be consummated in accordance with that documentation, if at all.
Added
The Charter Amendments were approved by the Board of Directors of the Company and by stockholders of the Company at the Company’s 2025 Annual Meeting of Stockholders held on July 28, 2025, as detailed in the Company’s definitive proxy statement for such annual meeting, filed with the SEC on June 18, 2025 (as supplemented by the proxy supplement filed with the SEC on July 17, 2025).
Removed
The Business Combination On March 8, 2022, AMCI entered into the Merger Agreement with LanzaTech NZ, Inc. and AMCI Merger Sub, Inc. (“Merger Sub”). On February 8, 2023, Merger Sub merged with and into LanzaTech NZ, Inc.
Added
At the Reverse Split Effective Time, every 100 shares of the Company’s issued and outstanding common stock were automatically reclassified and combined into one share of common stock. No fractional shares were issued in connection with the Reverse Stock Split.
Removed
Upon consummation of the Business Combination, the separate corporate existence of Merger Sub ceased, and LanzaTech NZ, Inc. survived the Business Combination and became a wholly owned subsidiary of AMCI. In connection with the consummation of the Business Combination, the combined Company was renamed “LanzaTech Global, Inc.” Basis of Presentation LanzaTech’s consolidated financial statements were prepared in accordance with GAAP.
Added
Instead, any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share at the registered holder and participant level with The Depository Trust Company. Proportionate adjustments were made to the number of shares of the Company’s common stock underlying the Company’s outstanding equity awards.
Removed
See “ Non-GAAP Financial Measures ” for additional information and reconciliation of Adjusted EBITDA to net loss, its most directly comparable GAAP measure. 63 Results of Operations The results of operations presented below should be reviewed in conjunction with our consolidated financial statements and notes.
Added
With respect to the Company’s warrants, every 100 shares of common stock that may be purchased pursuant to the exercise of warrants prior to the Reverse Split Effective Time represent one share of common stock that may be purchased pursuant to such warrants following the Reverse Split Effective Time.
Removed
This decrease in engineering was offset by an increase from existing projects of $3.2 million and from projects with new customers of $6.2 million in 2024. The decline in revenue from engineering was offset by an increase in revenue from licensing of $7.8 million and CarbonSmart sales of $2.6 million.
Added
Correspondingly, the exercise price per share of such warrants has been proportionately increased, such that the exercise price per share of such warrants immediately following the Reverse Stock Split is $1,150, which equals the product of 100 multiplied by $11.50, the exercise price per share immediately prior to the Reverse Stock Split. 63 The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the rounding of shares to the nearest whole share in lieu of issuing fractional shares).
Removed
Revenues from Joint Development Agreements (“JDA”) and other contract research decreased by $2.2 million and $1.9 million, respectively. 64 Cost of Revenues Cost of revenue decreased $19.0 million, or 42%, in the year ended December 31, 2024, compared to the prior year, primarily due to the decrease in sales from engineering and other services, with a corresponding decrease in cost of sales of $19.9 million.
Added
Unless otherwise indicated, all common stock share and per share data for all periods presented herein have been retroactively adjusted to reflect the Reverse Stock Split and the Par Value Change.
Removed
Similarly, the decrease in sales of JDAs and other contract research drove a decrease of $1.2 million and $0.6 million in cost of sales, respectively. These decreases in cost of sales were offset by an increase related to CarbonSmart sales of $2.7 million.
Added
January 2026 Financing and Related Transactions On January 21, 2026, the Company completed a private placement of its common stock to certain existing and new institutional investors pursuant to subscription agreements, issuing 4,000,000 shares (“Subscribed Shares”) at $5.00 per share for gross proceeds of $20.0 million, and 510,968 bonus shares to such investors (the “January 2026 Financing”).
Removed
Additionally, there was an increase of $0.2 million in consumables and facilities expenses, compared to the same period last year. These increases were offset by a decrease of $1.8 million in personnel and contractors expenses related to R&D projects.
Added
The securities were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.
Removed
This was primarily due to a decrease of $0.2 million in professional fees associated with the Business Combination, a decrease of $0.2 million in personnel expenses and contractors, and a decrease of $0.5 million in bad debt expense recorded in the prior year and recovered in the current year.
Added
On January 21, 2026, the Company filed a Second Amended and Restated Certificate of Designation for its Series A Convertible Senior Preferred Stock, which, upon the closing of the January 2026 Financing, resulted in the automatic conversion of all outstanding shares of Preferred Stock into 3,250,322 shares of common stock (the “Preferred Stock Conversion”) and eliminated the Preferred Stock’s mandatory redemption provisions.
Removed
Other expense, net Other expense, net decreased $11.7 million, in the year ended December 31, 2024 compared to the prior year , due to a lower net loss from the change in fair value of our financial instruments in the year ended December 31, 2024, compared to the prior year .
Added
Concurrently with the January 2026 Financing and pursuant to the Preferred Stock Purchase Agreement, the Company issued to the Preferred Stockholder the PIPE Warrant.
Removed
These securities all mature within one year and will provide additional liquidity upon maturity. As of December 31, 2024, held-to-maturity security investments totaled $12.4 million, compared to $45.2 million as of December 31, 2023. Sources and Uses of Capital Since inception, we have financed our operations primarily through equity and debt financing.
Added
In connection with the foregoing, the Company and the Preferred Stockholder entered into a waiver under which the Preferred Stockholder waived the original deadline for filing a resale registration statement for the PIPE Warrant Shares and the Company agreed to file such resale registration statement within 60 business days following issuance of the PIPE Warrant Shares to the Preferred Stockholder.
Removed
On February 14, 2025, the Company and Brookfield entered into a loan agreement and terminated the Brookfield SAFE. Refer to Note 19 - Subsequent Events in our consolidated financial statements for further information. On February 3, 2023, LanzaTech, AMCI and ACM ARRT H LLC (“ACM”) executed a Forward Purchase Agreement (the “FPA”).
Added
LanzaJet Transaction On February 11, 2026, LanzaTech, Inc., a wholly owned subsidiary of the Company, entered into a Series A Preferred Stock Purchase and Exchange Agreement (the “LanzaJet Series A Stock Purchase Agreement”) with LanzaJet and certain investors (the “Series A Investors”).
Removed
On the same date, ACM partially assigned its rights under the FPA to Vellar Opportunity Fund SPV LLC - Series 10 (“Vellar”). ACM and Vellar are together referred to as the “Purchasers”.
Added
The Series A Stock Purchase Agreement provides for (i) the issuance and sale by LanzaJet of its Series A Preferred Stock, (ii) the exchange by certain holders of LanzaJet common stock and warrants for newly created Class C common stock and corresponding warrants on a 1:1 basis, and (iii) the exchange or conversion of certain LanzaJet convertible securities into newly created preferred stock of LanzaJet (collectively, the “Series A Transaction”).
Removed
Pursuant to the FPA, the Purchasers obtained 5,916,514 shares of common stock (the “Recycled Shares”) on the open market for approximately $10.16 per share (the “Redemption Price”), and the purchase price of approximately $60.1 million was funded by the use of AMCI trust account proceeds as a partial prepayment (the “Prepayment Amount”) for the FPA redemption three years from the date of the Business Combination (the “FPA Maturity Date”).
Added
The Series A Transaction may occur in one or more closings, including an initial closing that occurred effective February 11, 2026 (the “Initial Closing”).

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