Financial Performance - For the three months ended September 30, 2025, total revenue was $9,279,000, a decrease of 7% compared to $9,943,000 in the same period of 2024[290]. - Net income for the three months ended September 30, 2025, was $2,861,000, a significant improvement of 105% from a net loss of $57,431,000 in the same period of 2024[290]. - Total revenue for the nine months ended September 30, 2025, decreased by $9.7 million, or 25.9%, compared to the same period in 2024, primarily due to a $7.1 million reduction in licensing revenue[305]. - Net loss for the nine months ended September 30, 2025, improved to $48.9 million from a loss of $110.7 million in the prior year, representing a 55.9% reduction[304]. - Adjusted EBITDA improved by 50%, from $(27,081,000) in 2024 to $(13,504,000) in 2025[290]. - Adjusted EBITDA for the nine months ended September 30, 2025, was $(73.7) million, compared to $(67.0) million in the same period of 2024, reflecting a 10% increase in losses[292]. - Adjusted EBITDA for the three months ended September 30, 2025, was $(13,504) thousand, compared to $(27,081) thousand for the same period in 2024[345]. - The company emphasizes that Adjusted EBITDA is a key measure for evaluating operating performance and establishing budgets[342]. - Adjusted EBITDA is not prepared in accordance with GAAP and has limitations compared to net loss, which is the most directly comparable financial measure[343]. Cost Management - The company has streamlined its cost structure, reducing selling, general, and administrative expenses by 41% from $11,452,000 in 2024 to $6,740,000 in 2025[290]. - Research and development expenses decreased by $18.9 million, or 31.2%, in the nine months ended September 30, 2025, compared to the same period in 2024[308]. - Selling, general and administrative expenses increased by $7.4 million, or 21.5%, in the nine months ended September 30, 2025, compared to the same period in 2024[304]. - Selling, general and administrative (SG&A) expenses increased by $7.4 million, or 21.5%, for the nine months ended September 30, 2025, primarily due to a $13.5 million rise in professional fees related to restructuring efforts[309]. Financing and Liquidity - The company is pursuing a financing initiative with an aggregate original issue price of not less than $35.0 million and not more than $60.0 million, to be completed by October 15, 2025[275]. - Cash and cash equivalents decreased by $22.2 million, or 48.6%, from December 31, 2024, to $23.5 million as of September 30, 2025, primarily due to funding net losses and partial repayment of the Brookfield Loan[313]. - The company anticipates that existing cash and short-term debt securities will not be sufficient to fund operations for the next twelve months, raising substantial doubt about its ability to continue as a going concern[321]. - The company is focusing on cost reduction and evaluating liquidity-enhancing initiatives, including capital raising and strategic partnerships[322]. - Net cash from financing activities was $25.6 million for the nine months ended September 30, 2025, compared to $40.2 million in the same period of 2024, driven by the issuance of $40.0 million of Series A Preferred Stock[331]. Project and Product Development - The company introduced a cohort-based operating model to streamline commercialization, with four projects in the first cohort, targeting completion of offtake negotiations to unlock financing capital[282]. - The company launched CirculAir™, a joint offering with LanzaJet to produce sustainable aviation fuel and renewable diesel from waste feedstocks[269]. - The company is actively managing risks related to potential delays in projects supported by U.S. government programs, which could impact revenue recognition[283]. Other Income and Expenses - Other income, net increased by $38.1 million in the three months ended September 30, 2025, primarily due to changes in the fair value of financial instruments[302]. - Other income, net increased by $62.5 million for the nine months ended September 30, 2025, mainly driven by a $65.3 million change in the fair value of the Convertible Note[311]. - Interest income, net decreased by $1.5 million for the nine months ended September 30, 2025, attributed to lower cash balances in savings and money market accounts[310]. - Loss from operations for the nine months ended September 30, 2025, was $78.9 million, a slight improvement from $81.9 million in the prior year[304]. - The company reported a loss on Brookfield SAFE extinguishment of $6,216 thousand for the nine months ended September 30, 2025[345]. - The change in fair value of the Convertible Note was $(42,980) thousand for the nine months ended September 30, 2025, compared to a gain of $21,572 thousand in 2024[345]. - Loss from equity method investees, net, was $10,019 thousand for the nine months ended September 30, 2025, compared to $7,935 thousand in 2024[345].

LanzaTech Reports Third Quarter 2025 Financial Results Continued Focus on Operational Execution and Strategic Transformation SKOKIE, IL., November 19, 2025 – LanzaTech Global, Inc. (NASDAQ: LNZA) ("LanzaTech" or the "Company"), a carbon management solutions company, today reported its financial and operating results for the third quarter ended September 30, 2025. (1) Exclusive of depreciation. (2) See "Non-GAAP Financial Measures" and "Reconciliations of GAAP Net Loss to Adjusted EBITDA" sections herein for ...

[Part I - Financial Information](index=4&type=section&id=Part%20I%20-%20Financial%20Information) A nature-based carbon refining company facing substantial doubt about its ability to continue as a going concern - The Company is a nature-based carbon refining company that transforms waste carbon into sustainable fuels, fabrics, and packaging using proprietary gas fermentation technology[32](index=32&type=chunk) - As of June 30, 2025, the Company's technology was operated by licensees at **four commercial-scale ethanol plants in China**, **one plant in Belgium**, **one in the commissioning phase in India**, with others currently in development[33](index=33&type=chunk) - The Company has recurring net losses and an accumulated deficit of **$(1.02) billion** as of June 30, 2025, along with cash outflows from operations of **$(42.8) million** for the six months ended June 30, 2025, raising substantial doubt about its ability to continue as a going concern[36](index=36&type=chunk)[38](index=38&type=chunk) - The Company is pursuing capital raising, partnership or asset-related opportunities, and other strategic options, including a Series A Preferred Stock Issuance and a PIPE Warrant, to address liquidity concerns[39](index=39&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk) [Item 1. Financial Statements (unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) Presents unaudited consolidated financial statements, including balance sheets, operations, equity, cash flows, and notes [Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024](index=5&type=section&id=Consolidated%20Balance%20Sheets) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | % Change | | :--------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :--------- | | Cash and cash equivalents | $37,367 | $43,499 | $(6,132) | (14.1)% | | Total current assets | $66,151 | $99,334 | $(33,183) | (33.4)% | | Total assets | $116,296 | $174,683 | $(58,387) | (33.4)% | | Total current liabilities | $55,816 | $30,447 | $25,369 | 83.3% | | Total liabilities | $128,311 | $161,236 | $(32,925) | (20.4)% | | Total mezzanine equity | $13,169 | $0 | $13,169 | N/A | | Total shareholders' equity/(deficit)| $(25,184) | $13,447 | $(38,631) | (287.3)% | [Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2025 and 2024](index=7&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) | Metric | 3 Months Ended June 30, 2025 (in thousands) | 3 Months Ended June 30, 2024 (in thousands) | Change (in thousands) | % Change | | :--------------------------------- | :-------------------------------------- | :-------------------------------------- | :-------------------- | :--------- | | Total revenues | $9,084 | $17,375 | $(8,291) | (47.7)% | | Total cost and operating expenses | $41,325 | $40,177 | $1,148 | 2.9% | | Loss from operations | $(32,241) | $(22,802) | $(9,439) | 41.4% | | Total other income (expense), net | $3,077 | $(3,278) | $6,355 | (193.9)% | | Net loss | $(32,499) | $(27,799) | $(4,700) | 16.9% | | Comprehensive loss | $(34,417) | $(27,990) | $(6,427) | 22.9% | | Net loss per common share - basic and diluted | $(0.15) | $(0.14) | $(0.01) | 7.1% | | Metric | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | Change (in thousands) | % Change | | :--------------------------------- | :-------------------------------------- | :-------------------------------------- | :-------------------- | :--------- | | Total revenues | $18,567 | $27,619 | $(9,052) | (32.8)% | | Total cost and operating expenses | $81,861 | $76,575 | $5,286 | 6.9% | | Loss from operations | $(63,294) | $(48,956) | $(14,338) | 29.3% | | Total other income (expense), net | $21,433 | $(1,951) | $23,384 | (1198.6)% | | Net loss | $(51,728) | $(53,307) | $1,579 | (3.0)% | | Comprehensive loss | $(51,391) | $(53,457) | $2,066 | (3.9)% | | Net loss per common share - basic and diluted | $(0.25) | $(0.27) | $0.02 | (7.4)% | [Consolidated Statements of Changes in Mezzanine Equity and Shareholders' Equity/(Deficit) for the three and six months ended June 30, 2025 and 2024](index=8&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Mezzanine%20Equity%20and%20Shareholders'%20Equity%2F(Deficit)) | Metric | December 31, 2024 (in thousands) | June 30, 2025 (in thousands) | Change (in thousands) | | :--------------------------------- | :------------------------------- | :--------------------------- | :-------------------- | | Total Shareholders' Equity/(Deficit) | $13,447 | $(25,184) | $(38,631) | | Total Mezzanine Equity | $0 | $13,169 | $13,169 | | Accumulated Deficit | $(969,603) | $(1,021,331) | $(51,728) | | Common Stock Shares Outstanding | 194,915,711 | 231,995,967 | 37,080,256 | [Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024](index=11&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) | Metric | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------------------- | :-------------------------------------- | :-------------------------------------- | :-------------------- | :--------- | | Net cash used in operating activities | $(42,815) | $(42,942) | $127 | (0.3)% | | Net cash provided by investing activities | $11,529 | $29,502 | $(17,973) | (60.9)% | | Net cash provided by financing activities | $25,619 | $224 | $25,395 | 11337.1% | | Net decrease in cash, cash equivalents and restricted cash | $(6,092) | $(13,393) | $7,301 | (54.5)% | - Non-cash investing and financing activities for the six months ended June 30, 2025, included cashless issuance of equity for Convertible Notes (**$8.1 million**) and issuance of the Brookfield Loan (**$6.2 million**)[27](index=27&type=chunk) [Notes to the Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [Note 1 — Description of the Business](index=13&type=section&id=Note%201%20%E2%80%94%20Description%20of%20the%20Business) LanzaTech Global, Inc. converts waste carbon into sustainable fuels and chemicals using proprietary gas fermentation - LanzaTech Global, Inc. (formerly AMCI Acquisition Corp. II) completed its business combination on February 8, 2023, and its common stock trades on Nasdaq under the ticker symbol 'LNZA'[30](index=30&type=chunk)[31](index=31&type=chunk) - The Company's core business is transforming waste carbon into sustainable fuels and chemicals (e.g., ethanol) using proprietary gas fermentation technology, and it also purchases and sells low-carbon chemicals under the brand name CarbonSmart[32](index=32&type=chunk) - As of June 30, 2025, LanzaTech's technology is operational in **four commercial-scale ethanol plants in China**, **one in Belgium**, and **one in commissioning in India**, with more under development globally[33](index=33&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=13&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) Outlines critical accounting policies, going concern, revenue recognition, fair value, and liquidity challenges [Going Concern](index=13&type=section&id=Going%20Concern) Recurring net losses and insufficient cash raise substantial doubt about the company's going concern ability - LanzaTech had cash and cash equivalents of **$37.4 million** and an accumulated deficit of **$(1.02) billion** as of June 30, 2025, with cash outflows from operations of **$(42.8) million** for the six months ended June 30, 2025[36](index=36&type=chunk) - The Company projects its existing cash and short-term debt securities will not be sufficient to fund operations through the next twelve months, raising substantial doubt about its ability to continue as a going concern[38](index=38&type=chunk) - The Company is actively pursuing capital raising, partnership opportunities, and other strategic options, but management concludes these plans do not alleviate substantial doubt due to market and other uncontrollable conditions[39](index=39&type=chunk)[42](index=42&type=chunk) [Significant Accounting Policies](index=15&type=section&id=Significant%20Accounting%20Policies) Significant accounting policies are consistent with the 2024 Annual Report, with no material interim changes - The Company's significant accounting policies are consistent with those included in its Annual Report on Form 10-K for the year ended December 31, 2024[46](index=46&type=chunk) [Use of Estimates](index=15&type=section&id=Use%20of%20Estimates) Financial statements require significant estimates for revenue recognition and complex financial instrument valuation - Significant estimates include revenue recognized over time, the Brookfield SAFE, the Brookfield Loan, the Forward Purchase Agreement ('FPA'), the Convertible Note, the Series A Preferred Stock and the Private Placement Warrants[47](index=47&type=chunk) - The Company uses the input method for revenue recognition, where revenue is recognized based on efforts or inputs to satisfy a performance obligation relative to total expected inputs, requiring judgment and estimation[48](index=48&type=chunk) [Cash and Cash Equivalents](index=15&type=section&id=Cash%20and%20Cash%20Equivalents) Cash and cash equivalents decreased from $43.5 million (2024) to $37.4 million (2025) - Cash and cash equivalents decreased from **$43.5 million** at December 31, 2024, to **$37.4 million** at June 30, 2025[50](index=50&type=chunk) [Restricted Cash](index=15&type=section&id=Restricted%20Cash) Restricted cash, held as collateral, increased slightly from $2.24 million (2024) to $2.28 million (2025) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------------- | :----------------------------- | :------------------------------- | | Cash and cash equivalents | $37,367 | $43,499 | | Restricted cash (within Other current assets) | $2,278 | $2,238 | | Total cash, cash equivalents and restricted cash | $39,645 | $45,737 | [Forward Purchase Agreement](index=15&type=section&id=Forward%20Purchase%20Agreement) The FPA involves obligations for Maturity and Share Consideration, accelerated by VWAP Trigger Events, and is accounted for as equity, derivative, and debt - The FPA obligates the Company to pay Purchasers Maturity Consideration and Share Consideration, which can be accelerated if the Company's volume-weighted average share price (VWAP) falls below **$3.00** for **50 trading days** within a **60-day period** or if the Company is delisted[53](index=53&type=chunk)[56](index=56&type=chunk) - The FPA is accounted for as a reduction to equity for the prepayment, a derivative instrument (FPA Put Option) recorded as a liability at fair value, and a free-standing debt instrument (Fixed Maturity Consideration) measured using the Fair Value Option (FVO)[58](index=58&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk) - A VWAP Trigger Event occurred on July 1, 2024, leading to Vellar accelerating its portion of the FPA and the reclassification of Maturity and Share Consideration to current liabilities. ACM's portion was fully satisfied in October 2024[61](index=61&type=chunk)[62](index=62&type=chunk) [Convertible Note](index=16&type=section&id=Convertible%20Note) A $40.15 million Convertible Note was issued in August 2024 and converted into 34 million common shares on May 7, 2025 - On August 6, 2024, the Company issued and sold a principal amount of **$40.15 million** of convertible notes to Carbon Direct Capital, electing the fair value option for accounting[65](index=65&type=chunk) - The Convertible Note was mandatorily converted into **34,054,337 shares of common stock** on May 7, 2025, following a Qualified Equity Financing with the Series A Preferred Stock Issuance[66](index=66&type=chunk) [Fair Value of Financial Instruments](index=17&type=section&id=Fair%20Value%20of%20Financial%20Instruments) Fair value is defined by a three-level hierarchy, with most financial instruments approximating carrying amounts - Fair value is measured using a three-level hierarchy: **Level 1** (quoted prices in active markets), **Level 2** (quoted prices for similar assets/liabilities or observable data), and **Level 3** (unobservable inputs)[67](index=67&type=chunk)[72](index=72&type=chunk) - The fair value of most financial instruments approximates their carrying amounts due to their short-term nature, with the exception of warrant liabilities[68](index=68&type=chunk) [Revenue Recognition](index=17&type=section&id=Revenue%20Recognition) Revenue is recognized from biorefining, R&D, grants, and CarbonSmart sales, either over time or at point of control transfer - The Company primarily earns revenue from biorefining services (feasibility studies, engineering, licensing, biocatalyst sales), joint development and contract research activities, and supply of CarbonSmart products[69](index=69&type=chunk) - Biorefining services and R&D services are recognized as performance obligations satisfied over time, using cost-to-cost or labor hours input methods, or based on milestone completion[71](index=71&type=chunk)[75](index=75&type=chunk) - CarbonSmart product sales revenue is recognized at a point in time when control transfers to the end customer, with the Company acting as the principal[78](index=78&type=chunk) - Grants are recognized as revenue as qualifying costs are incurred, and R&D services under collaborative arrangements are recognized by applying ASC 606[77](index=77&type=chunk)[79](index=79&type=chunk) [Cost of Revenues](index=19&type=section&id=Cost%20of%20Revenues) Cost of revenues includes direct R&D, engineering, and service costs related to revenue agreements, covering materials and labor - Cost of revenues represents the Company's R&D, engineering, and other direct costs of services and goods related to revenue agreements with customers, related parties, and collaborative partners[82](index=82&type=chunk) - These costs include both internal and third-party fixed and variable costs, such as materials, supplies, labor, and fringe benefits[82](index=82&type=chunk) [Research and Development](index=19&type=section&id=Research%20and%20Development) R&D costs are expensed as incurred, unless related to revenue agreements or eligible for capitalization - The Company expenses costs associated with R&D activities as incurred, unless they are related to revenue agreements or are eligible for capitalization under applicable guidance[83](index=83&type=chunk) [Concentration of Credit Risk and Other Risks and Uncertainties](index=19&type=section&id=Concentration%20of%20Credit%20Risk%20and%20Other%20Risks%20and%20Uncertainties) Significant revenue and receivables concentration from international customers and grant providers, with key customers exceeding 10% - Revenue generated from customers and grant providers outside of the United States was approximately **71%** for the three months ended June 30, 2025 (up from 36% in 2024), and **70%** for the six months ended June 30, 2025 (up from 43% in 2024)[84](index=84&type=chunk) - As of June 30, 2025, approximately **52%** of trade accounts receivable and unbilled accounts receivable were due from customers and grant providers located outside the United States[85](index=85&type=chunk) | Customer | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Customer A | 36 % | — % | 34 % | — % | | Customer B | 13 % | 51 % | 12 % | 35 % | | Customer C | — % | 17 % | — % | 15 % | [Recently Issued Accounting Pronouncements, Not Yet Adopted](index=19&type=section&id=Recently%20Issued%20Accounting%20Pronouncements,%20Not%20Yet%20Adopted) Evaluating recently issued ASUs on convertible debt, income statement disaggregation, and income tax disclosures - ASU 2024-04 (effective for annual periods beginning after December 15, 2025) provides guidance on accounting for induced conversions of convertible debt instruments, requiring any additional value given to debt holders as an inducement to be recorded as an expense[87](index=87&type=chunk) - ASU 2024-03 (effective for fiscal years beginning after December 15, 2026) will require the Company to disclose disaggregated amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization, as well as its definition of selling expenses[88](index=88&type=chunk)[90](index=90&type=chunk) - ASU 2023-09 (effective for annual periods beginning after December 15, 2024) requires disaggregated information about a reporting entity's effective tax rate reconciliation and income taxes paid by jurisdiction[91](index=91&type=chunk) [Note 3 — Net Loss Per Share](index=20&type=section&id=Note%203%20%E2%80%94%20Net%20Loss%20Per%20Share) Basic and diluted net loss per share calculated from net loss and weighted-average shares, excluding anti-dilutive common stock equivalents | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net loss for basic and diluted EPS (in thousands) | $(32,499) | $(27,799) | $(51,728) | $(53,307) | | Weighted-average shares outstanding (basic and diluted) | 218,121,734 | 197,746,569 | 207,377,690 | 197,360,539 | | Net loss per common share, basic and diluted | $(0.15) | $(0.14) | $(0.25) | $(0.27) | - Common stock equivalents (options, RSUs, Brookfield SAFE, and warrants) are excluded from the computation of diluted loss per share in periods of net loss because their effect would be anti-dilutive[93](index=93&type=chunk)[94](index=94&type=chunk) [Note 4 — Revenues](index=21&type=section&id=Note%204%20%E2%80%94%20Revenues) Total revenue significantly decreased for Q2 and H1 2025 due to lower licensing and engineering, offset by CarbonSmart sales | Revenue Type | 3 Months Ended June 30, 2025 (in thousands) | 3 Months Ended June 30, 2024 (in thousands) | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | | :--------------------------------------- | :-------------------------------------- | :-------------------------------------- | :-------------------------------------- | :-------------------------------------- | | Licensing | $1,050 | $8,541 | $2,101 | $9,121 | | Engineering and other services | $1,893 | $5,122 | $3,695 | $9,578 | | Joint development agreements | $1,313 | $1,333 | $2,363 | $4,205 | | Contract research | $1,010 | $1,441 | $2,386 | $2,914 | | CarbonSmart product | $3,818 | $938 | $8,022 | $1,801 | | **Total Revenue** | **$9,084** | **$17,375** | **$18,567** | **$27,619** | | Geographic Location | 3 Months Ended June 30, 2025 (in thousands) | 3 Months Ended June 30, 2024 (in thousands) | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | | :------------------ | :-------------------------------------- | :-------------------------------------- | :-------------------------------------- | :-------------------------------------- | | North America | $2,649 | $11,131 | $5,614 | $15,589 | | Europe, Middle East, Africa (EMEA) | $1,954 | $5,014 | $4,464 | $9,594 | | Asia | $4,481 | $826 | $8,489 | $2,032 | | Australia | $0 | $404 | $0 | $404 | | **Total Revenue** | **$9,084** | **$17,375** | **$18,567** | **$27,619** | - Contract assets decreased from **$19.0 million** to **$8.0 million**, primarily due to billing customers for engineering and other services. Current contract liabilities decreased due to satisfaction of performance obligations, while non-current contract liabilities increased due to revaluation of foreign exchange currency[99](index=99&type=chunk)[100](index=100&type=chunk) - As of June 30, 2025, the Company had approximately **$19.2 million** in contracted revenue remaining to be recognized, with **$12.1 million** expected to be recognized in the next twelve months[101](index=101&type=chunk) [Note 5 — Investments](index=23&type=section&id=Note%205%20%E2%80%94%20Investments) Investments include SGLT equity and LanzaJet equity method, with LanzaJet reduced to zero; held-to-maturity debt securities matured | Investment Type | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :---------------------- | :--------------------------- | :------------------------------- | | Equity Method Investment in LanzaJet | $0 | $4,363 | | Equity Security Investment in SGLT | $14,990 | $14,990 | | **Total Investment** | **$14,990** | **$19,353** | - The carrying value of the Company's equity method investment in LanzaJet was reduced to **zero** as of June 30, 2025, due to recording losses against the balance, and the Company will not recognize additional losses until the investment returns to a positive carrying value[111](index=111&type=chunk) - Held-to-maturity debt securities, which totaled **$12.4 million** as of December 31, 2024, had all matured by June 30, 2025[103](index=103&type=chunk) [Note 6 — Brookfield Instruments](index=24&type=section&id=Note%206%20%E2%80%94%20Brookfield%20Instruments) Brookfield SAFE terminated and replaced by Brookfield Loan on Feb 14, 2025, resulting in a $6.2 million extinguishment loss - The Brookfield SAFE was terminated on February 14, 2025, and concurrently, the Company entered into the Brookfield Loan, resulting in a **$6.2 million loss on extinguishment** of the Brookfield SAFE[121](index=121&type=chunk) - Under the Brookfield Loan, Brookfield was deemed to have loaned LanzaTech **$60.03 million** (including accrued interest from the SAFE), accruing interest at **8.00% per annum**, with an initial principal payment of **$12.5 million** made by February 21, 2025[125](index=125&type=chunk) - As of June 30, 2025, the fair value of the Brookfield Loan was **$19.4 million**, classified as a mark-to-market liability[126](index=126&type=chunk) - The Brookfield Framework Agreement, which requires LanzaTech to exclusively offer Brookfield investment opportunities in certain projects, remains in full effect, with no investments in projects as of June 30, 2025[122](index=122&type=chunk) [Note 7 — Convertible Note](index=26&type=section&id=Note%207%20%E2%80%94%20Convertible%20Note) The $40.15 million Convertible Note was converted into 34 million common shares on May 7, 2025, resulting in a $42.98 million fair value gain - On August 6, 2024, the Company issued and sold a **$40.15 million** Convertible Note to Carbon Direct Capital, bearing **8.00% annual interest**, for which the fair value option was elected[129](index=129&type=chunk)[130](index=130&type=chunk) - On May 7, 2025, the Convertible Note was mandatorily converted into **34,054,337 shares of common stock** pursuant to a Qualified Equity Financing with the Series A Preferred Stock Issuance[131](index=131&type=chunk) - The conversion resulted in an **$8.1 million fair value adjustment** booked to common stock and additional paid-in capital, and a **$43.0 million gain** from the change in fair value for the six months ended June 30, 2025[131](index=131&type=chunk) [Note 8 — Forward Purchase Agreement](index=27&type=section&id=Note%208%20%E2%80%94%20Forward%20Purchase%20Agreement) The FPA involves prepayment, a Put Option liability, and Fixed Maturity Consideration; Vellar's portion was accelerated, leading to litigation - The FPA consists of a **$60.5 million prepayment** (recorded as a reduction to additional paid-in capital), an FPA Put Option liability, and Fixed Maturity Consideration, both recorded as liabilities[134](index=134&type=chunk) - Vellar purported to accelerate its FPA Maturity Date in July 2024 due to a VWAP Trigger Event, leading to a notice of default and subsequent litigation regarding Vellar's sale of Recycled Shares[135](index=135&type=chunk) - ACM's portion of the FPA was fully satisfied in October 2024 with cash payments of **$2.5 million** for Share Consideration and **$7.5 million** for Maturity Consideration[136](index=136&type=chunk) - As of June 30, 2025, the Fixed Maturity Consideration was valued at **$4.1 million** (classified as current liability), and the FPA Put Option at **$30.0 million** (classified as non-current liability)[137](index=137&type=chunk) [Note 9 — Preferred Stock and PIPE Warrant](index=27&type=section&id=Note%209%20%E2%80%94%20Preferred%20Stock%20and%20PIPE%20Warrant) Issued 20 million Series A Preferred Stock for $40 million, classified as mezzanine equity, and agreed to a contingent PIPE Warrant for 780 million common shares - On May 7, 2025, LanzaTech issued **20,000,000 shares of Series A Preferred Stock** for **$40.0 million**, classified as mezzanine equity due to mandatory redemption provisions upon certain events (e.g., change of control) not solely within the Company's control[139](index=139&type=chunk) - The Company agreed to issue a contingent PIPE Warrant for **780,000,000 common shares**, exercisable only if specific financing conditions are met prior to May 7, 2026[141](index=141&type=chunk) - The PIPE Warrant is classified as a current liability and remeasured at fair value; its fair value increased by approximately **$3.4 million** to **$28.4 million** as of June 30, 2025, due to an increase in the Company's common stock price[142](index=142&type=chunk)[17](index=17&type=chunk) - Stockholder approvals were required for the issuance of common stock upon conversion of Series A Preferred Stock, exercise of PIPE Warrants, and a Subsequent Financing, as well as an amendment to effect a reverse stock split and authorize sufficient capital[144](index=144&type=chunk) [Note 10 — Fair Value Measurement](index=29&type=section&id=Note%2010%20%E2%80%94%20Fair%20Value%20Measurement) Details fair value hierarchy (Level 1, 2, 3) for assets and liabilities, highlighting changes for Convertible Note, Brookfield SAFE, and Loan | Financial Instrument | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--------------------------------------- | :--------------------------- | :------------------------------- | | Cash equivalents (Level 1) | $21,522 | $30,136 | | FPA Put Option liability (Level 3) | $30,015 | $30,015 | | Fixed Maturity Consideration (Level 3) | $4,123 | $4,123 | | Brookfield Loan liability (Level 3) | $19,435 | $0 | | PIPE Warrant (Level 3) | $28,350 | $0 | | Private Placement Warrants (Level 3) | $89 | $1,432 | | Public Warrants (Level 1) | $207 | $2,099 | | Convertible Note (Level 3) | $0 | $51,112 | | Brookfield SAFE liability (Level 3) | $0 | $13,223 | - The fair value of the Convertible Note's change was a **$43.0 million gain** for the six months ended June 30, 2025, with an **$8.1 million fair value adjustment** upon conversion[131](index=131&type=chunk)[152](index=152&type=chunk) - The Brookfield SAFE was extinguished on February 14, 2025, with its fair value prior to extinguishment estimated at **$13.3 million**. The Brookfield Loan's fair value was determined using a scenario-weighted discounted cash flow model, with a fair value of **$19.4 million** as of June 30, 2025[158](index=158&type=chunk)[161](index=161&type=chunk)[126](index=126&type=chunk) - The PIPE Warrant, classified as a current liability, increased in fair value by approximately **$3.4 million** to **$28.4 million** as of June 30, 2025, due to an increase in the Company's common stock price[165](index=165&type=chunk) [Note 11 — Income Taxes](index=34&type=section&id=Note%2011%20%E2%80%94%20Income%20Taxes) No income tax expense recorded for Q2 and H1 2025/2024, resulting in a 0% effective tax rate due to a full valuation allowance - The Company recorded **no income tax expense** for the three and six months ended June 30, 2025 and 2024, representing an effective tax rate of **0%**[176](index=176&type=chunk) - The **0% effective tax rate** is primarily due to a full valuation allowance related to the Company's U.S. and foreign deferred tax assets, which is reassessed on a quarterly basis[176](index=176&type=chunk) - The Company is subject to periodic income tax examinations by domestic and foreign income tax authorities, with tax years 2018 and onward subject to examination for federal purposes[177](index=177&type=chunk) [Note 12 — Share-Based Compensation](index=34&type=section&id=Note%2012%20%E2%80%94%20Share-Based%20Compensation) Grants time-based and market-based RSUs and stock options; H1 2025 compensation expenses were $2.1M for time-based RSUs, $0.4M for market-based RSUs, and $2.0M for stock options - The Company grants time-based RSUs (generally vesting over three years) and market-based RSUs (with both time-based and market-based vesting components, market component met if stock price reaches **$11.50**)[179](index=179&type=chunk)[180](index=180&type=chunk) - Stock options generally vest over **two to five years**, with exercise prices no less than the fair market value at the grant date[185](index=185&type=chunk) | Metric | 3 Months Ended June 30, 2025 (in thousands) | 3 Months Ended June 30, 2024 (in thousands) | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | | :--------------------------------------- | :-------------------------------------- | :-------------------------------------- | :-------------------------------------- | :-------------------------------------- | | Time-based RSUs compensation expense | $1,043 | $1,550 | $2,115 | $2,341 | | Market-based RSUs compensation expense | $170 | $387 | $440 | $1,114 | | Stock options compensation expense | $1,080 | $1,735 | $2,049 | $2,842 | - Unrecognized compensation costs as of June 30, 2025, include **$4.9 million** for time-based RSUs (weighted-average period of **1.34 years**), **$0.4 million** for market-based RSUs (**0.68 years**), and **$4.7 million** for stock options (**1.36 years**)[183](index=183&type=chunk)[184](index=184&type=chunk)[188](index=188&type=chunk) - Phantom RSUs and Phantom SARs, which are cash-settled and granted to certain non-US employees, are recorded as liabilities and have a graded vesting schedule over **three years**[189](index=189&type=chunk)[190](index=190&type=chunk) [Note 13 — Related Party Transactions](index=36&type=section&id=Note%2013%20%E2%80%94%20Related%20Party%20Transactions) Related party transactions with LanzaJet and SGLT involve equity, licensing, engineering, and a note receivable reduced to zero | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :---------------- | :--------------------------- | :------------------------------- | | Accounts receivable | $2,137 | $2,452 | | Contract assets | $0 | $399 | | Notes receivable | $0 | $5,789 | | Accounts payable | $0 | $234 | | Revenue Type | 3 Months Ended June 30, 2025 (in thousands) | 3 Months Ended June 30, 2024 (in thousands) | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | | :--------------------------------------- | :-------------------------------------- | :-------------------------------------- | :-------------------------------------- | :-------------------------------------- | | Revenue from related parties, included within Licensing | $1,050 | $8,541 | $2,101 | $9,121 | | Revenue from related parties, included within Engineering and other services | $137 | $332 | $258 | $660 | - The carrying amount of the note receivable from LanzaJet was reduced to **zero** as of June 30, 2025, reflecting LanzaJet's share of losses attributable to the Company, following the reduction of the equity method investment in LanzaJet to zero[207](index=207&type=chunk) - The LanzaJet Stockholders' Agreement governs board composition, share transfers, and change of control transactions, requiring parties to hold and vote shares to maintain designated board seats[198](index=198&type=chunk)[199](index=199&type=chunk)[200](index=200&type=chunk) [Note 14 — Reportable Segment](index=38&type=section&id=Note%2014%20%E2%80%94%20Reportable%20Segment) Operates as a single reportable segment, focusing on integrated solutions across biorefining, JDA/contract research, and CarbonSmart sales - LanzaTech operates as **one operating segment** and therefore **one reportable segment**, with its Chief Executive Officer serving as the Chief Operating Decision Maker (CODM)[209](index=209&type=chunk) - The single operating segment generates revenues from three business lines: biorefining, joint development agreements (JDA) and contract research, and CarbonSmart sales, all sharing technology platforms and operational resources[210](index=210&type=chunk) - The CODM primarily uses consolidated revenue and net loss to evaluate the Company's performance, allocate resources, and make strategic decisions[211](index=211&type=chunk) | Metric | 3 Months Ended June 30, 2025 (in thousands) | 3 Months Ended June 30, 2024 (in thousands) | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | | :--------------------------------------- | :-------------------------------------- | :-------------------------------------- | :-------------------------------------- | :-------------------------------------- | | Consolidated Revenues | $9,084 | $17,375 | $18,567 | $27,619 | | Consolidated Cost of Sales | $6,230 | $5,491 | $13,743 | $12,261 | | Net loss from operations | $(32,241) | $(22,802) | $(63,294) | $(48,956) | | Net Loss | $(32,499) | $(27,799) | $(51,728) | $(53,307) | [Note 15 — Commitments and Contingencies](index=39&type=section&id=Note%2015%20%E2%80%94%20Commitments%20and%20Contingencies) Faces lease commitments and litigation, including a class action, FPA disputes, and a Convertible Note conversion lawsuit, with uncertain outcomes - A partial lease termination for the corporate headquarters in May 2025 resulted in a **$13.1 million reduction** in lease liabilities and a **$60 thousand gain** recognized in other income (expense), net[216](index=216&type=chunk) - The Company is involved in a putative class action lawsuit (Schara litigation) for alleged damages from the Business Combination, with the Company voluntarily dismissed but retaining indemnification obligations for Director Defendants[219](index=219&type=chunk)[221](index=221&type=chunk) - FPA litigation with Vellar involves Vellar's purported acceleration of the FPA Maturity Date and claims of default, which the Company disputes, alleging Vellar breached FPA requirements regarding Recycled Shares[222](index=222&type=chunk)[223](index=223&type=chunk)[224](index=224&type=chunk) - Carbon Direct Capital filed a lawsuit challenging the mandatory conversion of the Convertible Note, seeking Series A Preferred Stock and PIPE Warrant instead of common stock, which was dismissed by the Supreme Court but is under appeal. A separate lawsuit regarding proxy statement misstatements was voluntarily dismissed[225](index=225&type=chunk)[227](index=227&type=chunk)[229](index=229&type=chunk) [Note 16 — Subsequent Events](index=41&type=section&id=Note%2016%20%E2%80%94%20Subsequent%20Events) Subsequent events include the OBBBA tax act, Brookfield agreement amendments, a 1-for-100 reverse stock split, and an executive transition - The One Big Beautiful Bill Act (OBBBA) was signed into law on July 4, 2025, making permanent **100% bonus depreciation**, domestic research cost expensing, and the business interest expense limitation, with the Company evaluating its impact[231](index=231&type=chunk) - On July 10, 2025, the Brookfield Framework Agreement was amended to extend its term to **December 3, 2028**, and the Brookfield Loan maturity date was extended to **December 3, 2029**, with revised interest rates (**8% then 12%** during the extension period)[232](index=232&type=chunk)[233](index=233&type=chunk) - A **1-for-100 reverse stock split** became effective on August 18, 2025, decreasing common stock par value, increasing authorized shares, and proportionately adjusting outstanding equity awards and warrant exercise prices[234](index=234&type=chunk)[237](index=237&type=chunk) - Aura Cuellar stepped down from her role as President, effective August 15, 2025, with a separation agreement including cash severance and a consulting agreement[358](index=358&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Overview of LanzaTech's business, financial developments, and performance analysis, highlighting revenue declines, increased expenses, and liquidity challenges - LanzaTech is a nature-based carbon refining company that licenses its proprietary gas fermentation technology to convert waste carbon into sustainable fuels and chemicals, augmenting its model with incremental ownership and operatorship[244](index=244&type=chunk)[245](index=245&type=chunk) - The Company has not achieved operating profitability, reporting net losses of **$51.7 million** (H1 2025) and **$53.3 million** (H1 2024), with an accumulated deficit of **$1.02 billion** as of June 30, 2025[246](index=246&type=chunk) - LanzaTech is streamlining business priorities, reducing costs, and pursuing capital raising, partnerships, and other strategic options to address liquidity concerns and continue as a going concern[247](index=247&type=chunk)[301](index=301&type=chunk) - Total revenue decreased by **48%** for the three months and **32.8%** for the six months ended June 30, 2025, primarily due to lower licensing and engineering service revenues, partially offset by increased CarbonSmart sales[264](index=264&type=chunk)[271](index=271&type=chunk) - Selling, general and administrative (SG&A) expenses increased significantly by **63%** (Q2 2025) and **53%** (H1 2025), mainly due to higher professional services fees related to business streamlining efforts[267](index=267&type=chunk)[274](index=274&type=chunk) - Net cash used in operating activities remained stable at approximately **$(42.8) million** for the six months ended June 30, 2025, while net cash provided by financing activities increased substantially to **$25.6 million** due to preferred stock issuance and PIPE Warrant proceeds[307](index=307&type=chunk)[309](index=309&type=chunk) [Overview](index=43&type=section&id=Overview) LanzaTech refines waste carbon into sustainable fuels and chemicals using proprietary gas fermentation and a licensing model with six global plants - LanzaTech transforms waste carbon into chemical building blocks for consumer goods like sustainable fuels, fabrics, and packaging using its proprietary gas fermentation technology, focusing on ethanol[244](index=244&type=chunk) - The Company employs a licensing business model where customers build, own, and operate facilities using LanzaTech's technology, paying royalty fees based on revenue, and is augmenting this with incremental ownership and operatorship[245](index=245&type=chunk) - LanzaTech has established **six commercial plants globally** (four in China, one in Belgium, one in India) and is developing capabilities to produce single cell protein and sustainable aviation fuel through a joint offering with LanzaJet (CirculAir™)[245](index=245&type=chunk) - The Company has not achieved operating profitability, reporting net losses of **$51.7 million** for the six months ended June 30, 2025, and an accumulated deficit of **$1.02 billion**[246](index=246&type=chunk) [Recent Developments](index=43&type=section&id=Recent%20Developments) Shifting to global technology deployment, streamlining operations, and pursuing liquidity initiatives, including a $40 million Series A Preferred Stock issuance and Convertible Note conversion - LanzaTech is focused on shifting its core operations from research and development to globally deploying its proven technology, streamlining business priorities, and improving its cost structure[247](index=247&type=chunk) - On May 7, 2025, the Company issued and sold **20,000,000 shares of Series A Convertible Senior Preferred Stock** for an aggregate purchase price of **$40.0 million**[248](index=248&type=chunk)[249](index=249&type=chunk) - In connection with the Series A Preferred Stock Issuance, the Company's **$40.2 million Convertible Note** was converted into **34,054,337 shares of common stock**[249](index=249&type=chunk) - The Company also agreed to issue a contingent PIPE Warrant to purchase **780,000,000 shares of common stock**, exercisable only upon consummation of a Subsequent Financing or Other Financing by May 7, 2026[250](index=250&type=chunk) - Stockholder approvals were sought for common stock issuance, a reverse stock split, and an authorized capitalization amendment, with most approvals received at the July 28, 2025 Annual Meeting[251](index=251&type=chunk)[253](index=253&type=chunk) [Key Financial Metrics](index=45&type=section&id=Key%20Financial%20Metrics) Key financial metrics show significant revenue decline for Q2 and H1 2025, reduced recurring revenue, and worsened Adjusted EBITDA | Metric | 3 Months Ended June 30, 2025 (in thousands) | 3 Months Ended June 30, 2024 (in thousands) | Variance (in thousands) | % Change | | :--------------------------------- | :-------------------------------------- | :-------------------------------------- | :---------------------- | :--------- | | Revenue | $9,084 | $17,375 | $(8,291) | (48)% | | Net Loss | $(32,499) | $(27,799) | $(4,700) | 17% | | One-Time Revenue | $7,810 | $8,834 | $(1,024) | (12)% | | Recurring Revenue | $1,274 | $8,541 | $(7,267) | (85)% | | Cost of Revenues (ex. Depreciation) | $6,230 | $5,491 | $739 | 13% | | Selling, general & administrative expense | $19,106 | $11,747 | $7,359 | 63% | | Adjusted EBITDA | $(29,696) | $(17,752) | $(11,944) | 67% | | Metric | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | Variance (in thousands) | % Change | | :--------------------------------- | :-------------------------------------- | :-------------------------------------- | :---------------------- | :--------- | | Revenue | $18,567 | $27,619 | $(9,052) | (33)% | | Net Loss | $(51,728) | $(53,307) | $1,579 | (3)% | | One-Time Revenue | $16,087 | $18,517 | $(2,430) | (13)% | | Recurring Revenue | $2,480 | $9,102 | $(6,622) | (73)% | | Cost of Revenues (ex. Depreciation) | $13,743 | $12,261 | $1,482 | 12% | | Selling, general & administrative expense | $34,854 | $22,784 | $12,070 | 53% | | Adjusted EBITDA | $(60,203) | $(39,901) | $(20,302) | 51% | [Results of Operations — Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024](index=47&type=section&id=Results%20of%20Operations%20%E2%80%94%20Three%20Months%20Ended%20June%2030,%202025%20Compared%20to%20Three%20Months%20Ended%20June%2030,%202024) Q2 2025 revenue decreased 48% due to lower services; R&D decreased 30%, SG&A increased 63%, and net loss rose 17% | Metric | 3 Months Ended June 30, 2025 (in thousands) | 3 Months Ended June 30, 2024 (in thousands) | Variance (in thousands) | % Change | | :--------------------------------- | :-------------------------------------- | :-------------------------------------- | :---------------------- | :--------- | | Total revenue | $9,084 | $17,375 | $(8,291) | (48)% | | Cost of revenue | $6,230 | $5,491 | $739 | 13% | | Research and development | $14,935 | $21,481 | $(6,546) | (30)% | | Selling, general and administrative expense | $19,106 | $11,747 | $7,359 | 63% | | Loss from operations | $(32,241) | $(22,802) | $(9,439) | 41% | | Other income (expense), net | $3,077 | $(3,278) | $6,355 | (194)% | | Net loss | $(32,499) | $(27,799) | $(4,700) | 17% | - The **$8.3 million decrease** in total revenue was primarily driven by a **$7.5 million decline** in licensing revenue and a **$3.2 million decrease** in engineering and other services, partially offset by a **$2.9 million increase** in CarbonSmart sales[264](index=264&type=chunk) - The **$7.4 million increase** in SG&A expense was mainly due to a **$9.5 million rise** in professional services fees associated with business streamlining, partially offset by a **$3.1 million decrease** in personnel and contractor expenses[267](index=267&type=chunk) - Other income, net, increased by **$6.7 million**, primarily due to a **$9.4 million increase** in the fair value of the Convertible Note[269](index=269&type=chunk) [Results of Operations — Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024](index=49&type=section&id=Results%20of%20Operations%20%E2%80%94%20Six%20Months%20Ended%20June%2030,%202025%20Compared%20to%20Six%20Months%20Ended%20June%2030,%202024) H1 2025 revenue decreased 32.8% due to lower services; R&D decreased 18.5%, SG&A increased 53.0%, and net loss slightly decreased 3.0% due to a Convertible Note gain | Metric | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | Variance (in thousands) | % Change | | :--------------------------------- | :-------------------------------------- | :-------------------------------------- | :---------------------- | :--------- | | Total revenue | $18,567 | $27,619 | $(9,052) | (32.8)% | | Cost of revenues | $13,743 | $12,261 | $1,482 | 12.1% | | Research and development | $31,429 | $38,542 | $(7,113) | (18.5)% | | Selling, general and administrative expense | $34,854 | $22,784 | $12,070 | 53.0% | | Loss from operations | $(63,294) | $(48,956) | $(14,338) | 29.3% | | Other income (expense), net | $21,433 | $(3,612) | $24,415 | nm | | Net loss | $(51,728) | $(53,307) | $1,579 | (3.0)% | - The **$9.1 million decrease** in total revenue was primarily due to a **$7.0 million decline** in licensing revenue and a **$5.9 million decrease** in engineering and other services, partially offset by a **$6.2 million increase** in CarbonSmart sales[271](index=271&type=chunk) - Other income, net, increased by **$24.4 million**, primarily driven by a **$43.8 million gain** related to the change in fair value of the Convertible Note, partially offset by losses from the Brookfield SAFE extinguishment and fair value changes in the Brookfield Loan[276](index=276&type=chunk)[277](index=277&type=chunk)[278](index=278&type=chunk) [Liquidity and Capital Resources](index=51&type=section&id=Liquidity%20and%20Capital%20Resources) Cash and equivalents decreased to $39.6 million; substantial doubt about going concern due to losses and insufficient capital; recent financing efforts are ongoing | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Variance (in thousands) | % Change | | :-------------------------------------- | :----------------------------- | :------------------------------- | :---------------------- | :--------- | | Total cash, cash equivalents, and restricted cash | $39,645 | $45,737 | $(6,092) | (13.3)% | - The Company has recurring net losses and an accumulated deficit of **$(1.02) billion** as of June 30, 2025, with cash outflows from operations of **$(42.8) million**, raising substantial doubt about its ability to continue as a going concern[299](index=299&type=chunk)[300](index=300&type=chunk) - Financing activities provided **$25.6 million** in cash for the six months ended June 30, 2025, primarily from the **$40.0 million Series A Preferred Stock issuance** and PIPE Warrant proceeds, partially offset by a **$12.5 million partial repayment** of the Brookfield Loan[309](index=309&type=chunk) - The Company is actively pursuing additional financing, including a Subsequent Financing of **$35.0 million to $60.0 million**, but cannot assure its timely or favorable consummation[304](index=304&type=chunk) - Litigation with Vellar regarding the FPA and with Carbon Direct Capital concerning the Convertible Note conversion introduces financial uncertainty and potential payment obligations[287](index=287&type=chunk)[225](index=225&type=chunk) [Critical Accounting Estimates](index=57&type=section&id=Critical%20Accounting%20Estimates) Critical accounting estimates involve significant judgment for Brookfield Loan, Series A Preferred Stock, and PIPE Warrant, relying on future cash flows and market conditions - There have been no significant changes in critical accounting estimates from the 2024 Annual Report, except for the measurement of the Brookfield Loan liability and Series A Convertible Senior Preferred Stock and PIPE Warrant[312](index=312&type=chunk) - The Brookfield Loan's fair value is determined using a scenario-weighted discounted cash flow model, requiring judgmental assumptions about the percentage of qualifying projects presented and funded by Brookfield, the weight on business/strategic plans, and the discount rate[313](index=313&type=chunk)[314](index=314&type=chunk) - Series A Preferred Stock is classified as mezzanine equity due to contractual provisions that could require redemption upon certain events (e.g., change of control) not solely within the Company's control, requiring significant judgment in evaluating terms and likelihood of redemption[315](index=315&type=chunk)[316](index=316&type=chunk) - The PIPE Warrant is classified as a current liability and remeasured at fair value using significant unobservable inputs and management judgment, including the probability of warrant issuance and exercisability, and applicable discounts reflecting liquidity, dilution, and financing-related risks[317](index=317&type=chunk)[318](index=318&type=chunk) [Non-GAAP Financial Measures](index=58&type=section&id=Non-GAAP%20Financial%20Measures) Adjusted EBITDA is a non-GAAP measure supplementing GAAP results, excluding non-cash and non-recurring items for operating performance insights - Adjusted EBITDA is a non-GAAP financial measure used by management and the Board to understand and evaluate operating performance, establish budgets, and develop operational goals[321](index=321&type=chunk) - Adjusted EBITDA is calculated as net loss, excluding depreciation, interest income (net), stock-based compensation expense, change in fair value of warrant liabilities, loss on Brookfield SAFE extinguishment, change in fair value of Brookfield SAFE and Loan liabilities, change in fair value of FPA Put Option liability and Fixed Maturity Consideration, change in fair value of Convertible Note, change in fair value of PIPE Warrant, and loss from equity method investees[321](index=321&type=chunk) - Adjusted EBITDA is not a substitute for GAAP measures and has limitations, as it excludes significant non-cash expenses and other items that may differ from those excluded by other companies[322](index=322&type=chunk) | Metric | 3 Months Ended June 30, 2025 (in thousands) | 3 Months Ended June 30, 2024 (in thousands) | 6 Months Ended June 30, 2025 (in thousands) | 6 Months Ended June 30, 2024 (in thousands) | | :--------------------------------------- | :-------------------------------------- | :-------------------------------------- | :-------------------------------------- | :-------------------------------------- | | Net Loss | $(32,499) | $(27,799) | $(51,728) | $(53,307) | | Depreciation | $1,054 | $1,458 | $1,835 | $2,988 | | Interest income, net | $(192) | $(513) | $(630) | $(1,661) | | Stock-based compensation expense and change in fair value of (1) Brookfield SAFE and warrant liabilities | $2,024 | $(3,344) | $1,372 | $(14,091) | | Loss on Brookfield SAFE extinguishment | $0 | $0 | $6,216 | $0 | | Change in fair value of the FPA Put Option and Fixed Maturity Consideration liabilities (net of interest accretion reversal) | $0 | $10,727 | $0 | $23,770 | | Change in fair value of Convertible Note | $(7,837) | $0 | $(42,980) | $0 | | Change in fair value of PIPE Warrant | $3,400 | $0 | $3,400 | $0 | | Change in fair value of Brookfield Loan | $1,019 | $0 | $12,445 | $0 | | Loss from equity method investees, net | $3,335 | $1,719 | $9,867 | $2,400 | | **Adjusted EBITDA** | **$(29,696)** | **$(17,752)** | **$(60,203)** | **$(39,901)** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=60&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that there are no applicable quantitative and qualitative disclosures about market risk - This item is not applicable, indicating no quantitative and qualitative disclosures about market risk are provided[326](index=326&type=chunk) [Item 4. Controls and Procedures](index=60&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were ineffective due to material weaknesses in complex transactions and revenue recognition, though financial statements are fairly stated - As of June 30, 2025, disclosure controls and procedures were not effective due to material weaknesses related to accounting for complex transactions and estimates requiring significant judgment, and revenue recognition[328](index=328&type=chunk) - Notwithstanding the identified material weaknesses, management concluded that the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q are fairly stated in all material respects in accordance with GAAP[329](index=329&type=chun

LanzaTech Reports Second Quarter 2025 Financial Results Continued Focus on Operational Execution and Strategic Transformation SKOKIE, IL., August 19, 2025 – LanzaTech Global, Inc. (NASDAQ: LNZA) ("LanzaTech" or the "Company"), a carbon management solutions company, today reported its financial and operating results for the second quarter ended June 30, 2025. Second Quarter Highlights: Second Quarter 2025 Financial Results The table below outlines key results for the three and six month ended June 30, 2025 a ...

Financial Performance - For the three months ended March 31, 2025, total revenue was $9.48 million, a decrease of 7% compared to $10.24 million in the same period of 2024[226]. - The net loss for the three months ended March 31, 2025, was $19.23 million, representing a 24.6% improvement from a net loss of $25.51 million in the prior year[230]. - Recurring revenue increased by 115% to $1.21 million for the three months ended March 31, 2025, compared to $0.56 million in the same period of 2024[226]. - The Company reported a one-time revenue of $8.28 million for the three months ended March 31, 2025, down 15% from $9.68 million in the prior year[226]. - Total revenue decreased by $0.8 million, or 7.4%, for the three months ended March 31, 2025, compared to the prior year period[231]. - Engineering and other services revenue decreased by $2.7 million, while CarbonSmart sales increased by $3.3 million[231]. - Adjusted EBITDA for the three months ended March 31, 2025, was $(30.5) million, compared to $(22.1) million for the same period in 2024[274]. Expenses and Costs - Operating expenses for the three months ended March 31, 2025, totaled $33.02 million, an increase of 11.5% from $29.63 million in the same period of 2024[230]. - Cost of revenues increased by $0.7 million, or 11.0%, primarily due to increased sales of CarbonSmart products[232]. - R&D expenses decreased by $0.6 million, or 3.3%, mainly due to a reduction in consumables and facilities expenses[233]. - SG&A expenses increased by $4.7 million, or 42.7%, primarily due to higher professional fees[234]. Cash Flow and Liquidity - Cash and cash equivalents decreased by $29.7 million, or 64.9%, primarily due to funding net losses and loan repayments[239]. - As of March 31, 2025, the company reported cash and cash equivalents of $13.8 million, short-term held-to-maturity debt securities of $7.4 million, and an accumulated deficit of $(988.8) million[256]. - Cash flows used in operating activities decreased by $7.2 million, or 25%, in the three months ended March 31, 2025, compared to the same period in 2024[264]. - The company provided $4.3 million in net cash from investing activities for the three months ended March 31, 2025, down from $9.2 million in the same period in 2024[265]. - The company is projecting that its existing cash and short-term debt securities will not be sufficient to fund operations through the next twelve months, raising substantial doubt about its ability to continue as a going concern[257]. Financing Activities - The Company entered into a Series A Convertible Senior Preferred Stock Purchase Agreement on May 7, 2025, raising $40 million[221]. - The Company plans to pursue a Subsequent Financing of $35 million to $60 million at a price per share of $0.05, subject to stockholder approvals[224]. - The company entered into a Convertible Note Purchase Agreement for up to $150 million, with $40.2 million issued as of August 6, 2024[250]. - The company agreed to issue and sell 20,000,000 shares of Series A Preferred Stock for an aggregate purchase price of $40 million, which was consummated on the PIPE Closing Date[259]. Strategic Initiatives - The Company launched CirculAir™, a new joint offering for sustainable aviation fuel and renewable diesel in June 2024[217]. - The company is shifting its focus from R&D to global deployment of its technology and evaluating liquidity-enhancing initiatives[219]. - The company is focusing on streamlining business priorities and evaluating liquidity-enhancing initiatives, including capital raising and strategic partnerships[258]. Debt and Interest - The Brookfield Loan, totaling approximately $60 million, accrues interest at a rate of 8% per annum, compounded annually[254]. - The company repaid $12.5 million of the Brookfield Loan during the three months ended March 31, 2025[266]. - Interest income, net decreased by $0.7 million due to lower cash balances[235]. - Other income, net increased by $17.7 million, driven by a $34.3 million gain from the decrease in fair value of the Convertible Note[236]. Deficit and Accumulated Losses - The accumulated deficit as of March 31, 2025, was $988.8 million, up from $969.6 million as of December 31, 2024[218]. - The company incurred a net loss of $(19.2) million for the three months ended March 31, 2025, compared to a net loss of $(25.5) million for the same period in 2024, representing a decrease of approximately 24%[274].

Revenue Performance - Reported total revenue of $12.0 million for fourth-quarter 2024, down 41% from $20.5 million in fourth-quarter 2023, primarily due to project completions and timing delays in large biorefining projects [4] - Full-year 2024 revenue was $49.6 million, a decrease of 21% compared to $62.6 million in 2023, attributed to project completions and timing delays [4] - CarbonSmart™ revenue for fourth-quarter 2024 increased by 88% to $3.9 million, compared to $2.1 million in fourth-quarter 2023, due to new licensing arrangements [9] - Joint Development Agreement revenue for fourth-quarter 2024 was $1.7 million, down from $4.2 million in fourth-quarter 2023, due to project completions and downtime before new projects [9] - Total revenues for the year ended December 31, 2024, were $49,592, a decrease of 20.9% compared to $62,631 in 2023 [23] Profitability and Loss - Gross profit for fourth-quarter 2024 was $6.5 million, with a gross margin of 54%, compared to $8.5 million in fourth-quarter 2023 [7] - Net loss for fourth-quarter 2024 was $27.0 million, compared to a net loss of $18.7 million in fourth-quarter 2023 [10] - Adjusted EBITDA loss for fourth-quarter 2024 was $21.2 million, compared to a loss of $19.6 million in fourth-quarter 2023 [11] - Net loss for the year ended December 31, 2024, was $137,731, compared to a net loss of $134,098 in 2023, reflecting a 2.0% increase in losses [23] - The company reported a comprehensive loss of $138,703 for the year ended December 31, 2024, compared to a comprehensive loss of $134,474 in 2023 [23] - Net loss for Q4 2024 was $26.993 million, compared to a loss of $18.674 million in Q4 2023, representing an increase in losses of 44.0% year-over-year [30] - Adjusted EBITDA for the year ended December 31, 2024, was $(88.212) million, compared to $(80.144) million in 2023, indicating a decline of 10.0% [30] - Loss from equity method investees increased to $6.299 million in Q4 2024 from $1.961 million in Q4 2023, marking a significant rise of 220.0% [30] Expenses and Costs - Operating expenses increased to $33.5 million for fourth-quarter 2024, up from $27.1 million in fourth-quarter 2023, driven by project-related expenses [8] - Research and development expenses for the year ended December 31, 2024, were $77,007, an increase of 13.5% from $68,142 in 2023 [23] - Stock-based compensation expense for Q4 2024 was $6.191 million, while the change in fair value of SAFE and warrant liabilities was recorded as $4.679 million for the year [30] - One-time costs related to the Business Combination and regulatory matters were $4.693 million in 2023, which are not expected to recur in the future [31] - Depreciation expense for the year ended December 31, 2024, was $5.567 million, slightly up from $5.452 million in 2023 [30] Cash and Assets - As of December 31, 2024, total cash, restricted cash, and investments were $58.1 million, down from $89.1 million at the end of third-quarter 2024 [12] - Cash and cash equivalents decreased to $43,499 as of December 31, 2024, down 42.3% from $75,585 in 2023 [20] - Total assets decreased to $174,683 in 2024, a decline of 27.8% from $241,624 in 2023 [20] - Total liabilities increased to $161,236 in 2024, up 26.8% from $127,153 in 2023 [20] - Cash used in operating activities for the year ended December 31, 2024, was $89,060, a decrease from $97,296 in 2023 [25] - The company reported a net cash provided by financing activities of $30,213 for the year ended December 31, 2024, compared to $148,185 in 2023 [25] Strategic Focus - The company is shifting its operational focus from R&D to global deployment of its technology, while evaluating liquidity-enhancing initiatives [4]

Environmental Impact and Sustainability - The company has produced over 75 million gallons of fuel-grade ethanol, mitigating over 500,000 tons of CO₂ emissions since May 2018[29]. - The first commercial facility in China has sold over 65.9 million gallons of ethanol, displacing fossil gasoline and avoiding over 240,000 tons of CO₂ emissions[37]. - The integration of bio-based industrial CO₂ and DAC technologies with the gas fermentation platform can lead to a 94% emissions reduction compared to fossil fuels[52]. - The company aims to support the transition to a low-carbon future by recycling carbon into everyday products, removing approximately two tons of CO₂ per ton of CarbonSmart product produced[34]. - Ethanol produced can demonstrate up to 85% GHG reduction compared to fossil alternatives, positioning it as a commercially attractive pathway for renewable jet fuel production[62]. - Six commercial plants have collectively produced over 75 million gallons of fuel-grade ethanol, contributing to a reduction of 380,000 tons of CO emissions since May 2018[57]. Technology and Innovation - The company has a strong intellectual property position with 1,193 granted patents and 515 pending applications across 130 patent families as of December 31, 2024[38]. - The gas fermentation process can utilize diverse waste feedstocks, potentially yielding up to 6.5 billion metric tons of products annually, primarily ethanol[46]. - The company has established partnerships with industry leaders, validating its technology through over 100,000 hours of pilot and demonstration-scale operations[37]. - The company’s technology platform is critical for developing and commercializing new products, and any issues with this platform could lead to wasted research and development efforts[180]. - The company has entered into an exclusive license agreement with LanzaJet for certain intellectual property related to the conversion of ethanol to fuel, limiting its ability to pursue new production opportunities without consent[164]. Financial Performance and Position - For the fiscal year ended December 31, 2024, the largest contracting entity accounted for 25% of the company's revenue, down from 38% in the previous year, indicating a shift in customer concentration[71]. - The company reported cash outflows from operations of $(89.1) million and a net loss of $(137.7) million for the year ended December 31, 2024[125]. - As of December 31, 2024, the company had cash and cash equivalents of $43.5 million, short-term held-to-maturity debt investments of $12.4 million, and an accumulated deficit of $(969.6) million[125]. - The company has not achieved operating profitability in any quarter since its formation and anticipates continuing to incur losses until it can sufficiently scale operations[135]. - The company is currently evaluating options to enhance its liquidity position, indicating substantial doubt about its ability to continue as a going concern[128]. Partnerships and Joint Ventures - The LanzaJet Investment Agreement facilitates the production of sustainable aviation fuel (SAF) and includes commitments from major partners like Mitsui, Shell, British Airways, and Suncor[72]. - The company holds approximately 36.33% of the outstanding shares of LanzaJet, with potential to increase ownership to approximately 46% and 53% upon achieving certain milestones[74]. - The Shougang Joint Venture has a royalty agreement with a graduated scale from 8% to 20% on sublicensing revenues, with $1.2 million recognized as one-time revenue in 2023[95]. - The company holds approximately 9.3% of the Shougang Joint Venture, which has an indefinite duration and allows for profit distribution based on shareholding[91]. - The Mitsui Alliance Agreement mandates Mitsui to promote the company's gasification and waste-to-ethanol technology in Japan, while the company must recommend Mitsui as the preferred provider of investment services[87]. Regulatory and Compliance Risks - The company faces risks related to regulatory changes that could impact its operations and financial condition, particularly concerning GHG emissions and ethanol regulations[108]. - The company is subject to extensive regulations, and any changes in laws or failure to comply could materially affect its ability to manufacture and commercialize products[195]. - The company may face additional regulations and audits related to government grants, which could result in adjustments to revenues and operational results[160]. - Compliance with environmental, health, and safety laws is costly and time-consuming, with potential liabilities exceeding total assets if violations occur[205]. - Regulatory scrutiny of genetically engineered microbes may require additional costly measures to maintain necessary permits and approvals, adversely affecting operations[209]. Market and Competitive Landscape - The market values for MEG and PET packaging are estimated at $24.8 billion and $41 billion, respectively, indicating significant revenue potential[34]. - The company competes in a rapidly advancing industry, facing indirect competition from companies with greater resources and established market presence[171]. - Technological innovation by competitors could render the company's technology and products obsolete, impacting its competitive position[175]. - The company relies on a limited number of industry partners for significant near-term revenue, with one partner accounting for 25% of revenue for the fiscal year ended December 31, 2024, down from 38% in 2023[192][194]. Operational Challenges - The company continues to face significant risks associated with its international expansion strategy, including compliance with diverse legal environments and potential economic instability in foreign countries[148][149]. - Delays in the construction of commercial-scale plants could severely impact the company's financial condition and operational results[150][151]. - The company anticipates that failure to continuously reduce operating and capital costs for its facilities may hinder the adoption of its process technologies[153]. - The company faces supply chain challenges that may lead to delays or increased costs due to various disruptions, including worker absenteeism and shipping infrastructure issues[219]. - The success of the company's partners' plant operations is critical, as it relies heavily on these partnerships to execute its growth strategy[142]. Future Outlook and Strategic Direction - The company is focused on shifting its core operations from research and development to globally deploying its proven technology[118]. - The company is in advanced stages of commissioning a commercial scale facility with IndianOil, expected to finalize in the coming months[193]. - The company’s success is contingent on identifying new market opportunities and developing technologies to meet those needs, which is critical for future growth[182]. - The company may incur significant expenses related to product liability claims due to undetected defects in products produced using its process technologies[206]. - The company faces potential increased costs due to evolving international, national, and subnational regulations on greenhouse gas (GHG) emissions, which could impact the application of its fermentation technology[200].

Financial Performance - Third-quarter 2024 revenue was $9.9 million, a decrease from $19.6 million in third-quarter 2023, primarily due to a timing delay in a sublicensing event expected to generate approximately $8.0 million[5]. - The net loss for third-quarter 2024 was $(57.4) million, compared to $(25.3) million in third-quarter 2023, attributed to a non-cash expense on financial instruments and reduced revenue[10]. - Total revenue for Q3 2024 was $9.943 million, a decrease of 49.3% compared to $19.605 million in Q3 2023[29]. - Revenue from contracts with customers and grants was $5.199 million, down from $14.162 million year-over-year[29]. - Net loss for Q3 2024 was $57.431 million, compared to a net loss of $25.326 million in Q3 2023, representing a 126.5% increase in losses[29]. - The company reported a comprehensive loss of $57.479 million for Q3 2024, compared to a comprehensive loss of $26.327 million in Q3 2023[29]. - Net loss for the nine months ended September 30, 2024, was $110,738,000, compared to a loss of $115,424,000 in the same period of 2023, showing a slight improvement[33]. - Adjusted EBITDA for the nine months ended September 30, 2024, was $(66,981,000), compared to $(66,398,000) in 2023, indicating a marginal increase in losses[36]. Operating Expenses - Operating expenses for third-quarter 2024 were $34.8 million, slightly up from $29.8 million in the same quarter last year, driven by project-related expenses[9]. - Adjusted EBITDA loss for third-quarter 2024 was $(27.1) million, compared to $(19.1) million in third-quarter 2023, reflecting the same revenue reduction factors[11]. - Research and development expenses for Q3 2024 were $22.006 million, up from $16.645 million in Q3 2023, indicating a 32.5% increase[29]. - The company recognized a stock-based compensation expense of $10,870,000 for the nine months ended September 30, 2024, compared to $2,316,000 in 2023[36]. Cash Position and Assets - LanzaTech's cash position increased to $89.1 million as of September 30, 2024, up from $75.8 million at the end of second-quarter 2024, due to a $40 million capital raise[13]. - Total current assets decreased to $136.607 million as of September 30, 2024, from $172.700 million at the end of 2023[26]. - Cash and cash equivalents decreased to $58.741 million as of September 30, 2024, from $75.585 million at the end of 2023[26]. - Cash, cash equivalents, and restricted cash at the end of the period were $60,967,000, down from $92,070,000 at the end of the same period in 2023[33]. Future Prospects - The company anticipates potential revenue drivers for fourth-quarter 2024, including approximately $20.0 million from a project in Norway and $4.0 million from Project SECURE[15]. - LanzaTech entered into a two-stage ethanol off-take agreement with ArcelorMittal, which includes a one-year contract with potential revenue of $6.0 million and a five-year contract potentially generating $10.0 million to $20.0 million annually[12]. - The company is advancing Project Drake, a 30 million gallon per year ethanol-to-sustainable aviation fuel project, with expectations to reach Final Investment Decision (FID) in 2025[12]. - LanzaTech is expanding its biorefining capabilities to produce a single-cell protein, targeting the growing $1 trillion alternative protein market[12]. Liabilities and Financial Instruments - Total liabilities increased significantly to $202.611 million as of September 30, 2024, compared to $127.153 million at the end of 2023[26]. - The company experienced a loss from equity method investees of $7,935,000 for the nine months ended September 30, 2024, compared to $941,000 in 2023[36]. - The company had a net foreign exchange gain of $1,060,000 for the nine months ended September 30, 2024, compared to a gain of $423,000 in 2023[33]. - The weighted-average number of common shares outstanding for Q3 2024 was 197,773,376, compared to 195,869,537 in Q3 2023[29].

Financial Performance - For the three months ended September 30, 2024, the company reported revenue of $9.943 million, a decrease of 49% compared to $19.605 million in the same period of 2023[223]. - The net loss for the three months ended September 30, 2024, was $(57.431) million, representing a 127% increase in losses compared to $(25.326) million for the same period in 2023[223]. - For the nine months ended September 30, 2024, total revenue was $37.562 million, down 11% from $42.168 million in the same period of 2023[227]. - Total revenue decreased by $9.7 million, or 49%, in Q3 2024 compared to Q3 2023, primarily due to a $6.1 million decrease in revenue from engineering and other services contracts[252]. - Total revenue decreased by $4.6 million, or 11%, in the nine months ended September 30, 2024, compared to the same period in 2023, primarily driven by an $11.1 million decrease in revenue from engineering and other services[261]. Revenue Breakdown - One-time revenue for the three months ended September 30, 2024, was $8.414 million, a decrease of 53% from $18.075 million in the same period of 2023[223]. - Recurring revenue for the nine months ended September 30, 2024, increased by 183% to $10.631 million from $3.762 million in the same period of 2023[227]. Costs and Expenses - The cost of revenues (excluding depreciation) for the three months ended September 30, 2024, was $(8.141) million, a decrease of 43% from $(14.371) million in the same period of 2023[223]. - Cost of revenue decreased by $6.2 million, or 43%, in Q3 2024 compared to Q3 2023, driven by a $5.1 million decrease in cost of sales for engineering and other services[254]. - Cost of revenue decreased by $12.6 million, or 38%, in the nine months ended September 30, 2024, compared to the same period in 2023, mainly due to a $12.7 million decrease in cost of sales for engineering and other services[262]. - Research and development expenses increased by $5.4 million, or 32%, in Q3 2024 compared to Q3 2023, mainly due to a $4.9 million increase in R&D services related to project development costs[255]. - Research and development expenses increased by $8.7 million, or 17%, in the nine months ended September 30, 2024, primarily due to a $9.1 million increase in external R&D services[263]. - Selling, general and administrative expenses decreased by $0.4 million, or 3%, in Q3 2024 compared to Q3 2023, primarily due to a decrease in professional services fees[256]. - Selling, general and administrative expenses decreased by $6.9 million, or 17%, in the nine months ended September 30, 2024, compared to the same period in 2023, mainly due to a decrease in professional fees associated with the Business Combination[264]. Cash Flow and Liquidity - As of September 30, 2024, LanzaTech's cash, cash equivalents, and restricted cash decreased by $15.3 million, or 20%, compared to December 31, 2023, primarily due to funding net losses and capital expenditures[267]. - For the nine months ended September 30, 2024, net cash used in operating activities was $(69,384) thousand, a decrease of $12,181 thousand or 15% compared to $(81,565) thousand in the same period of 2023[290][291]. - Net cash provided by investing activities was $14,130 thousand for the nine months ended September 30, 2024, compared to net cash used of $(56,495) thousand in 2023, primarily due to the absence of $(43,900) thousand in debt securities purchases from the prior period[290][292]. - Net cash from financing activities was $40,224 thousand for the nine months ended September 30, 2024, a decrease of $107,048 thousand or 73% compared to $147,272 thousand in 2023, driven by the prior period's $213,400 thousand from the Business Combination[290][293]. - LanzaTech's existing cash and cash equivalents are believed to be sufficient to fund operations for the next 12 months, but liquidity assumptions may prove incorrect[286]. - The company may seek additional financing to meet operating requirements, which could lead to dilution for existing stockholders if equity is issued[287]. Debt and Financing - The company issued and sold $40.2 million of convertible notes as part of a Convertible Note Purchase Agreement, with a total potential of up to $150 million[280]. - The Convertible Note bears an interest rate of 8.00% per annum and matures on August 6, 2029[281]. - LanzaTech's outstanding debt includes the Convertible Note, Brookfield SAFE, and other liabilities as of September 30, 2024[273]. - The company is obligated to pay approximately $4.2 million to Vellar due to an event of default under the Forward Purchase Agreement[278]. Adjusted EBITDA - Adjusted EBITDA for the three months ended September 30, 2024, was $(27.081) million, a 42% increase in losses compared to $(19.062) million for the same period in 2023[223]. - Adjusted EBITDA for the nine months ended September 30, 2024, was $(66,981) thousand, slightly higher than $(66,398) thousand in 2023[304][305]. Other Financial Information - The company had an accumulated deficit of $(942.6) million as of September 30, 2024, compared to $(831.9) million as of December 31, 2023[217]. - Foreign currency translation adjustments were $0.2 million for the nine months ended September 30, 2024, compared to $1.0 million in 2023[310]. - The fair value of the Convertible Note was estimated using a binomial lattice model as of September 30, 2024, reflecting market interest rates and other assumptions[296]. - The company does not engage in speculative transactions or use financial instruments for trading purposes, limiting its market risk exposure[308]. - The company is subject to credit risk due to concentration of receivables with a limited number of significant customers, which could adversely affect gross margin and cash flows[313]. Capacity Expansion - The company’s capacity increased from 244,000 tonnes per annum as of September 30, 2023, to 308,000 tonnes per annum as of September 30, 2024, reflecting an addition of 64,000 tonnes[231]. Business Strategy - The company is focused on expanding its technology licensing business model to include greater ownership and operatorship in the biorefining value chain[216].

Revenue Performance - Revenue for the three months ended June 30, 2024, was $17,375 thousand, representing a 35% increase compared to $12,917 thousand for the same period in 2023[215] - Total revenue increased by $4.5 million, or 35%, to $17.375 million for the three months ended June 30, 2024, compared to $12.917 million in the same period in 2023[245] - Total revenue for the six months ended June 30, 2024, increased by $5.1 million, or 22%, to $27.619 million compared to $22.563 million in the same period in 2023[253] Net Loss and Financial Improvement - Net loss for the six months ended June 30, 2024, was $(53,307) thousand, a 41% improvement from $(90,098) thousand for the same period in 2023[219] - Net loss for the three months ended June 30, 2024, was $27.799 million, compared to a net loss of $26.786 million in the same period in 2023, representing an increase in loss of $1.013 million, or 4%[245] - The company reported a net loss of $53.3 million for the six months ended June 30, 2024, a decrease from a net loss of $90.1 million in the same period of 2023[298] Revenue Components - Recurring revenue for the six months ended June 30, 2024, increased by 311% to $9,102 thousand from $2,215 thousand in 2023[219] - One-time revenue for the six months ended June 30, 2024, was $18,517 thousand, a decrease of 9% from $20,348 thousand in 2023[219] Cost Management - The cost of revenues (excluding depreciation) for the six months ended June 30, 2024, decreased by 34% to $(12,261) thousand from $(18,617) thousand in 2023[219] - Cost of revenue decreased by $5.3 million, or 49%, to $5.491 million for the three months ended June 30, 2024, compared to $10.827 million in the same period in 2023[247] - Cost of revenue decreased by $6.4 million, or 34%, to $12.261 million for the six months ended June 30, 2024, compared to $18.617 million in the same period in 2023[255] Expenses - Research and development expenses increased by $2.6 million, or 14%, to $21.481 million for the three months ended June 30, 2024, compared to $18.908 million in the same period in 2023[249] - Research and development expenses increased by $3.3 million, or 10%, to $38.542 million for the six months ended June 30, 2024, compared to $35.194 million in the same period in 2023[257] - Selling, general and administrative expenses decreased by $0.7 million, or 6%, to $11.747 million for the three months ended June 30, 2024, compared to $12.452 million in the same period in 2023[250] - Selling, general and administrative expenses decreased by $6.5 million, or 22%, to $22.784 million for the six months ended June 30, 2024, compared to $29.287 million in the same period in 2023[258] Cash Flow and Liquidity - As of June 30, 2024, LanzaTech's total cash, cash equivalents, and restricted cash decreased by $13.4 million, or 18%, to $62.9 million compared to $76.3 million as of December 31, 2023[261] - Cash flows used in operating activities decreased by $16.2 million or 27% for the six months ended June 30, 2024, compared to the same period in 2023, primarily due to a lower net loss[288] - Net cash provided by investing activities was $29.5 million for the six months ended June 30, 2024, a significant improvement from net cash used of $(59.9) million in the same period of 2023[289] - Net cash used in financing activities was immaterial for the six months ended June 30, 2024, compared to net cash provided of $146.7 million in the prior year, driven by proceeds from the Business Combination and PIPE financing[290] - The company is evaluating financing alternatives to enhance its liquidity position, including the sale of securities and incurrence of debt[285] - The company’s liquidity assumptions may prove incorrect, potentially requiring additional financing sooner than expected[286] Capital Structure and Financing - LanzaTech completed a Business Combination on February 8, 2023, resulting in cash proceeds of $153.3 million, net of transaction expenses[271] - On August 6, 2024, LanzaTech issued $40.2 million of Convertible Notes, part of a total offering of up to $150 million[277] - The Convertible Notes bear an interest rate of 8.00% per annum and will mature on August 6, 2029[278] - LanzaTech has entered into an At Market Issuance Sales Agreement allowing for the sale of up to $100 million in common stock[274] - The company does not have any outstanding debt other than the Brookfield SAFE and certain liabilities as of June 30, 2024[268] - LanzaTech's capital structure consists of equity and the Brookfield SAFE, with no externally imposed capital requirements[266] Operational Developments - The company has established six commercial waste gas-to-ethanol plants since 2018, with ongoing developments in various countries[209] - The launch of CirculAir™, a joint offering with LanzaJet, aims to produce sustainable aviation fuel and renewable diesel from waste feedstocks[209] Other Financial Metrics - Adjusted EBITDA for the three months ended June 30, 2024, improved to $(17,752) thousand from $(23,823) thousand in 2023, a 25% reduction in losses[215] - Adjusted EBITDA for the six months ended June 30, 2024, was $(39.9) million, an improvement from $(47.3) million in the same period in 2023[298] - The accumulated deficit as of June 30, 2024, was $(885,200) thousand, an increase from $(831,900) thousand as of December 31, 2023[210] - Other expense, net increased by $24.8 million for the six months ended June 30, 2024, primarily due to an overall net loss on changes in the fair value of financial instruments[260] - Foreign currency translation adjustments were $(0.15) million for the six months ended June 30, 2024, compared to $0.05 million in the same period of 2023[305] - A VWAP Trigger Event occurred on July 1, 2024, allowing Purchasers to accelerate the Maturity Date of their shares[273] - As of June 30, 2024, the company did not engage in any off-balance sheet arrangements[291]