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]

Financial Performance - For the quarter ended March 31, 2024, LanzaTech reported revenue of $10,244,000, a 6% increase from $9,646,000 in the same quarter of 2023 [190]. - The net loss for the quarter was $(25,508,000), a significant improvement of 60% compared to a net loss of $(63,312,000) for the same period last year [190]. - One-time revenue increased by 9% to $9,682,000 from $8,889,000 year-over-year, while recurring revenue decreased by 26% to $562,000 from $757,000 [190]. - Total revenue increased by $0.6 million, or 6%, to $10.244 million for the three months ended March 31, 2024, compared to $9.646 million in the same period in 2023 [216]. - Adjusted EBITDA for the quarter was $(22,148,000), a slight improvement of 6% from $(23,513,000) in the previous year [190]. - Adjusted EBITDA for Q1 2024 was $(22.1) million, an improvement from $(23.5) million in Q1 2023, with net loss reduced from $(63.3) million to $(25.5) million [251]. Operational Capacity - As of March 31, 2024, the company's total capacity reached 308,000 tonnes per annum, up from 150,000 tonnes per annum as of March 31, 2023, reflecting a significant expansion in operational capacity [193]. - LanzaTech has established six commercial waste gas-to-ethanol plants since 2018, with ongoing developments in various countries [183]. Expenses and Cash Flow - Selling, general, and administrative expenses decreased by 34% to $(11,037,000) from $(16,835,000) year-over-year [190]. - Cost of revenue decreased by $1.0 million, or 13%, to $6.770 million for the three months ended March 31, 2024, compared to $7.790 million in the same period in 2023 [217]. - Research and development expenses increased by $0.8 million, or 5%, to $17.061 million for the three months ended March 31, 2024, compared to $16.286 million in the same period in 2023 [218]. - Net cash used in operating activities decreased by $5.5 million or 16% to $(28.3) million for the three months ended March 31, 2024, compared to $(33.8) million for the same period in 2023 [240]. - Net cash provided by investing activities was $9.2 million in Q1 2024, a significant improvement from net cash used of $(50.5) million in Q1 2023, primarily due to the absence of a $49.1 million debt securities purchase in the prior year [241]. - Net cash used in financing activities was immaterial in Q1 2024, compared to $146.4 million in Q1 2023, which included $213.4 million from a Business Combination and PIPE financing [242]. Financial Position - The accumulated deficit as of March 31, 2024, was $(857,400,000), compared to $(831,900,000) as of December 31, 2023 [184]. - Cash, cash equivalents, and restricted cash decreased by $18.8 million, or 25%, to $57.449 million as of March 31, 2024, compared to $76.284 million as of December 31, 2023 [222]. - Held-to-maturity security investments totaled $34.8 million as of March 31, 2024, down from $45.2 million as of December 31, 2023 [224]. - The company believes existing cash and cash equivalents will be sufficient to fund operations for the next 12 months, but is evaluating several financing alternatives to enhance liquidity [236]. - The company does not have any outstanding debt, other than the Brookfield SAFE and related liabilities as of March 31, 2024 [229]. Market and Risk Factors - The company anticipates continued losses until sufficient commercialization of its technology is achieved [184]. - The company’s market risk exposure is primarily related to interest rate sensitivity, with an immediate change of 100 basis points expected to have no material impact on cash and cash equivalents [253]. - 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 [258]. - Demand for CarbonSmart products may decrease with falling fossil fuel prices, while new environmental regulations could increase demand [257]. Other Income and Adjustments - Net interest income increased by $0.9 million, or 436%, to $1.148 million for the three months ended March 31, 2024, compared to $0.214 million in the same period in 2023 [220]. - Other income (expense), net improved by $30.6 million, resulting in $0.179 million for the three months ended March 31, 2024, compared to a loss of $30.396 million in the same period in 2023 [221]. - Foreign currency translation adjustments were $0.04 million in Q1 2024, compared to $(0.05) million in Q1 2023, indicating a positive shift in currency effects [254]. - The company reported cash outflows of $3.8 million related to Business Combination costs in Q1 2023, which did not recur in Q1 2024, contributing to improved cash flow from operations [240]. - The company did not engage in any off-balance sheet arrangements as of March 31, 2024 [243].

Financial Performance - The company incurred a net loss of approximately $134.1 million for the year ended December 31, 2023, compared to a loss of $76.4 million for the year ended December 31, 2022, with an accumulated deficit of $831.9 million as of December 31, 2023[205]. - 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[205]. - Financial results may vary significantly from quarter to quarter due to various unpredictable factors, making period-to-period comparisons challenging[235][236]. - The company may require additional financing to fund operations and development, which could lead to dilution of shares or increased debt obligations[238][242]. - The company has recorded a valuation allowance related to its net operating loss (NOL) carryforwards and other deferred tax assets due to uncertainty in realizing future benefits[312]. - As of December 31, 2023, the company had approximately $321 million in U.S. federal net operating loss carryovers to offset future taxable income[310]. Operational Risks - The company faces significant risks associated with the maintenance, expansion, and refurbishment of facilities, which could reduce production capacity and ultimately revenues[220]. - The construction of plants by the company and its partners may not be completed on time or within budget, which could severely impact business prospects[215]. - The company anticipates that fluctuations in the prices of waste-based feedstocks may affect its cost structure and ability to compete[204]. - The availability of waste-based feedstocks is uncertain and could lead to production delays or increased prices, reducing demand and revenue[229]. - The company faces significant risks related to the enforcement and validity of its patents, which may be challenged by third parties[336]. - The company may face difficulties in managing acquisitions and integrating new technologies, which could adversely affect its financial condition[301]. Market and Competitive Landscape - The company competes in a rapidly advancing industry with indirect competition from companies with greater resources, which could adversely affect market share[230][232]. - The company's commercial success is influenced by the price of fossil feedstocks relative to waste-based feedstocks, impacting competitiveness and revenues[224]. - The company does not believe it has direct competitors producing similar sustainable, waste-based products, leading to a limited referenceable market[330]. - The largest contracting entity accounted for 38% of the company's revenue for the fiscal year ended December 31, 2023, up from 22% in 2022[272]. - The company expects to generate most of its revenues through a limited number of industry partners until the end of 2024[271]. Regulatory and Compliance Issues - The company is subject to extensive international laws and regulations, and any changes could adversely affect its business[206]. - The company faces risks related to international expansion, including compliance with diverse legal environments and potential instability in foreign countries[213]. - Regulatory scrutiny of genetically engineered microbes may impose additional costs and challenges for the company[290]. - The company is subject to extensive environmental laws and regulations, and any changes could materially affect its ability to manufacture and commercialize its products[281]. - Governmental programs incentivizing low-carbon fuels may not include products from the company’s technology platform, impacting its business[264]. Intellectual Property and Technology - The company relies on trade secrets and confidentiality agreements to protect proprietary technology, but these measures may not be fully effective[342]. - The company depends on licensed technologies, and any loss of these rights could hinder its ability to develop or sell its process technologies[349]. - The company’s ability to commercialize products is contingent upon not infringing on third-party intellectual property rights, which could lead to costly legal proceedings[340]. - The company may face expensive and time-consuming lawsuits to protect its patents, which could result in adverse outcomes affecting patent validity[354]. - The company’s strategic partnerships may lead to disputes over intellectual property ownership, which could negatively affect commercialization plans[346]. Financial and Operational Controls - The company identified material weaknesses in internal control over financial reporting, which could adversely affect the accuracy and timeliness of financial reporting[375]. - As of December 31, 2023, the company's internal control over financial reporting was deemed ineffective due to weaknesses in accounting for complex transactions and revenue recognition[376]. - The company may face litigation risks due to identified material weaknesses in internal control over financial reporting, which could adversely affect business and financial condition[382]. External Factors and Economic Conditions - Supply chain challenges, including disruptions and increased costs, could materially impact the company's operations and financial results[305]. - Inflation has materially affected the company's business, particularly increasing costs of labor, laboratory supplies, consumables, and equipment[512]. - Changes in interest rates and capital availability may affect investment decisions by industry partners, potentially impacting the company's results[300]. - The company operates in China and is subject to significant political and economic uncertainty, which may adversely impact its revenue and operations[317]. - The Chinese government exercises substantial control over the economy, and any new regulations could require additional compliance efforts and expenditures[320].

Revenue Performance - For the three months ended September 30, 2023, revenue increased by 143% to $19.6 million compared to $8.1 million in the same period of 2022[187]. - For the nine months ended September 30, 2023, total revenue was $42.2 million, representing a 64% increase from $25.8 million in the same period of 2022[190]. - Total revenue increased by $11.5 million, or 143%, in Q3 2023 compared to Q3 2022, driven by engineering services and licensing revenue[215]. - Total revenue for the nine months ended September 30, 2023, increased by $16.4 million, or 64%, compared to the same period in 2022[222]. Net Loss and Financial Performance - The net loss for the three months ended September 30, 2023, was $(25.3) million, a 14% increase from $(22.3) million in the prior year[178]. - Loss from operations for Q3 2023 was $24.6 million, compared to $20.6 million in Q3 2022, reflecting a 19% increase in losses[214]. - Net loss for Q3 2023 was $25.3 million, compared to $22.3 million in Q3 2022, representing a 14% increase in losses[214]. - Comprehensive loss for Q3 2023 was $26.3 million, compared to $22.7 million in Q3 2022, indicating a 16% increase in losses[214]. - The accumulated deficit as of September 30, 2023, reached $(813.2) million, up from $(456.2) million as of December 31, 2022[178]. Cost of Revenue and Expenses - The cost of revenues (excluding depreciation) for the three months ended September 30, 2023, was $(14.4) million, a 141% increase from $(6.0) million in the same period of 2022[187]. - Cost of revenue rose by $8.4 million, or 141%, in Q3 2023 compared to Q3 2022, primarily due to higher revenue performance and inflation in costs[216]. - Cost of revenue for the nine months ended September 30, 2023, increased by $13.8 million, or 72%, compared to the same period in 2022[223]. - R&D expenses increased by $2.4 million, or 17%, in Q3 2023 compared to Q3 2022, mainly due to stock compensation and personnel costs[217]. - R&D expenses increased by $12.0 million, or 30%, for the nine months ended September 30, 2023, compared to the same period in 2022[224]. - SG&A expenses increased by $4.6 million, or 63%, in Q3 2023 compared to Q3 2022, driven by external services and stock compensation[218]. - SG&A expenses rose by $21.6 million, or 111%, for the nine months ended September 30, 2023, primarily due to one-time professional services fees related to the Business Combination[225]. Cash Flow and Financing - Cash and cash equivalents increased by $8.4 million, or 10%, as of September 30, 2023, compared to December 31, 2022, primarily due to the Business Combination and PIPE financing[228]. - Net cash used in operating activities was $(81.6) million for the nine months ended September 30, 2023, driven by a net loss of $(115.4) million[244]. - Net cash used in investing activities was $(116.6) million for the nine months ended September 30, 2023, primarily due to investments in debt securities and the Forward Purchase Agreement[246]. - Net cash provided by financing activities was $207.4 million for the nine months ended September 30, 2023, driven by proceeds from the Business Combination and PIPE financing[248]. - The company believes existing cash and cash equivalents will be sufficient to fund operations for at least the next 12 months[241]. Company Developments and Future Outlook - The company expects to drive higher revenues through engineering services and sales of equipment packages on key projects, alongside growth in its CarbonSmart business[179]. - The company has established five commercial waste gas-to-ethanol plants since 2018, with ongoing developments in various countries[177]. - The company will lose its Emerging Growth Company (EGC) status as of December 31, 2023, and will become a large accelerated filer[264]. - The company has not issued any dividends and does not anticipate issuing dividends on its common stock, estimating the dividend yield to be zero[263]. Other Financial Information - Interest income, net increased by $1.2 million in Q3 2023 compared to Q3 2022, attributed to higher cash balances and amortization of discounts on securities[219]. - Interest income, net increased by $3.2 million for the nine months ended September 30, 2023, attributed to higher cash balances post-Business Combination[226]. - Other expenses, net increased by $(28.8) million for the nine months ended September 30, 2023, mainly due to net losses on changes in the fair value of financial instruments[227]. - Held-to-maturity security investments totaled $44.8 million as of September 30, 2023, with no such investments as of December 31, 2022[229]. - The fair value of the prepaid forward contract derivative was estimated using a Monte-Carlo Simulation, with the future stock price simulated under a Geometric Brownian Motion framework[252]. - As of September 30, 2023, the fair value of the Fixed Maturity Consideration was estimated within the same Monte-Carlo simulation as the prepaid forward contract[253]. - Foreign currency translation adjustments were $(1.00) million for the three months ended September 30, 2023, compared to $(0.38) million for the same period in 2022[273]. - Inflation had a material effect on the company's business, particularly impacting costs of revenues[276]. - The company primarily invests in short-term securities, limiting risk exposure to interest rate fluctuations[272]. - The company has accounted for stock-based compensation in accordance with ASC 718, with expenses recognized based on the grant date fair value[254].

Financial Performance - For the three months ended June 30, 2023, revenue increased by 31% to $12.9 million compared to $9.9 million in the same period of 2022[179]. - Net loss for the three months ended June 30, 2023, was $(26.8) million, a 68% increase from $(15.9) million in the same period of 2022[172]. - Total revenue for the six months ended June 30, 2023, was $22.6 million, up 27% from $17.7 million in the same period of 2022[183]. - Comprehensive loss for the three months ended June 30, 2023, was $26.7 million, a 64% increase compared to $16.3 million in the same period of 2022[210]. - Net loss for Q2 2023 was $26.786 million, compared to a net loss of $15.929 million in Q2 2022, representing an increase of 68.5%[271]. - Adjusted EBITDA for Q2 2023 was $(23.823) million, compared to $(17.886) million in Q2 2022, indicating a decline of 33.1%[271]. Revenue Breakdown - One-time revenue for the three months ended June 30, 2023, was $11.5 million, a 28% increase from $9.0 million in the same period of 2022[179]. - Recurring revenue for the three months ended June 30, 2023, was $1.5 million, representing a 68% increase from $0.9 million in the same period of 2022[179]. - Total revenue increased by $3.1 million, or 31%, to $12.9 million for the three months ended June 30, 2023, compared to $9.9 million in the same period in 2022[210]. - Total revenue for the six months ended June 30, 2023, increased by $4.9 million, or 27%, to $22.6 million compared to $17.7 million in the same period in 2022[218]. Expenses - Selling, general, and administrative expenses for the three months ended June 30, 2023, were $(12.5) million, a 74% increase from $(7.1) million in the same period of 2022[179]. - R&D expenses rose by $5.7 million, or 43%, to $18.9 million for the three months ended June 30, 2023, primarily due to increased personnel and consumables expenses[214]. - SG&A expenses increased by $5.3 million, or 74%, to $12.5 million for the three months ended June 30, 2023, driven by higher external services and stock compensation awards[215]. - R&D expenses increased by $9.6 million, or 37%, in the six months ended June 30, 2023, compared to the same period in 2022[222]. - SG&A expenses rose by $17.1 million, or 140%, in the six months ended June 30, 2023, primarily due to one-time professional services fees related to the Business Combination[223]. Cash Flow and Investments - Net cash used in operating activities was $(59.1) million for the six months ended June 30, 2023, driven by a net loss of $(90.1) million[243]. - Net cash used in investing activities was $(120.0) million for the six months ended June 30, 2023, primarily due to investments in debt securities and the Forward Purchase Agreement[245]. - Net cash provided by financing activities was $206.8 million for the six months ended June 30, 2023, driven by proceeds from the Business Combination and PIPE financing[247]. - Cash, cash equivalents, and restricted cash increased by $27.7 million, or 33%, as of June 30, 2023, compared to December 31, 2022, primarily due to the Business Combination[227]. - Debt security investments totaled $49.7 million as of June 30, 2023, with no such investments as of December 31, 2022[228]. Business Developments - The business combination with AMCI was completed on February 8, 2023, resulting in the formation of LanzaTech Global, Inc.[174]. - The company anticipates that CarbonSmart business revenues will significantly exceed 2022 performance due to planned commercial campaigns[173]. Accounting and Valuation - As of June 30, 2023, the company has made two changes to its critical accounting policies and estimates[250]. - The fair value of the prepaid forward contract derivative was estimated using a Monte-Carlo Simulation, with the future stock price simulated under a Geometric Brownian Motion framework[251]. - The fair value of the Fixed Maturity Consideration was estimated using the same Monte-Carlo simulation as the prepaid forward contract[252]. - The company has chosen to account for certain financial instruments under the Fair Value Option, impacting its balance sheet as of June 30, 2023[252]. Market Conditions - The company expects to continue facing market risks related to interest rates, inflation, and foreign currency fluctuations[272]. - Inflation did not have a material effect on the company's business or financial condition during the first half of 2023[277].