Financial Performance - For the three months ended March 31, 2023, LanzaTech reported revenue of $9,646,000, a 23% increase from $7,857,000 in the same period of 2022[175]. - The net loss for the three months ended March 31, 2023, was $(63,312,000), representing a 277% increase compared to $(16,778,000) for the same period in 2022[175]. - One-time revenue increased by 28% to $8,889,000 in Q1 2023 from $6,957,000 in Q1 2022, while recurring revenue decreased by 16% to $757,000 from $900,000[175]. - Total revenue increased by $1.8 million, or 23%, to $9.646 million for the three months ended March 31, 2023, compared to $7.857 million in the same period in 2022[200]. - Net loss for the three months ended March 31, 2023, was $63.312 million, compared to a net loss of $16.778 million in the same period in 2022, representing a 277% increase[199]. - Adjusted EBITDA for the three months ended March 31, 2023, was $(27.6) million, compared to $(14.8) million for the same period in 2022[240]. Expenses - The cost of revenues (excluding depreciation) rose by 34% to $(7,790,000) in Q1 2023 from $(5,829,000) in Q1 2022[175]. - Selling, general, and administrative expenses surged by 232% to $(16,835,000) in Q1 2023 compared to $(5,078,000) in Q1 2022[175]. - Research and development expenses increased by $3.9 million, or 32%, to $16.286 million for the three months ended March 31, 2023, driven by personnel and stock compensation expenses[202]. - Selling, general and administrative expenses surged by $11.8 million, or 232%, to $16.835 million for the three months ended March 31, 2023, largely due to one-time professional services fees[203]. Cash and Financing - Cash, cash equivalents, and restricted cash increased by $62.1 million, or 74%, to $145.786 million as of March 31, 2023, primarily due to the closing of the Business Combination[205]. - The completion of the Business Combination resulted in $153.3 million of cash proceeds to the company[217]. - The company believes existing cash and cash equivalents will be sufficient to fund operations for at least the next 12 months[219]. - The company may require additional financing to meet operating requirements, which could lead to dilution for existing stockholders if raised through equity[220]. - Net cash used in operating activities was $(33.8) million, an increase of 87% compared to $(18.1) million in the same period of 2022[222][223]. - Net cash provided by financing activities for the three months ended March 31, 2023, was $206.5 million, driven by $213.4 million in proceeds from the Business Combination and PIPE financing[225]. Capacity and Operations - New capacity additions reached 60,000 tonnes per annum as of March 31, 2023, compared to 0 tonnes in the previous year, marking a significant increase[179]. - Cumulative capacity additions increased by 67% to 150,000 tonnes as of March 31, 2023, up from 90,000 tonnes in 2022[179]. - LanzaTech has not achieved operating profitability since its formation, with an accumulated deficit of $(761,100,000) as of March 31, 2023, compared to $(456,200,000) as of December 31, 2022[169]. - The company anticipates continued losses until it sufficiently commercializes its technology[169]. - LanzaTech's business model primarily involves licensing its technology, with royalty fees based on the revenue generated from its use[168]. Financial Instruments and Reporting - The company did not engage in any off-balance sheet arrangements as of March 31, 2023[227]. - The fair value of the prepaid forward contract derivative was estimated using a Monte-Carlo Simulation, reflecting the company's approach to financial instrument valuation[229]. - The company remains classified as an "emerging growth company" and a "smaller reporting company," allowing it to take advantage of reduced disclosure obligations[231][233]. - The company experienced a foreign currency translation adjustment of $(0.05) million for the three months ended March 31, 2023, compared to $(0.03) million in the same period of 2022[243].

Table of Contents As filed with the Securities and Exchange Commission on May 5, 2023 Washington, D.C. 20549 AMENDMENT NO. 2 TO PRE-EFFECTIVE FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Registration No: 333-269735 LanzaTech Global, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION 8045 Lamon Avenue, Suite 400 Skokie, Illinois 60077 Tel: (847) 324-2400 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Joe Blasko 8045 ...

Table of Contents As filed with the Securities and Exchange Commission on March 28, 2023 Registration No: 333-269735 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LanzaTech Global, Inc. (Exact name of registrant as specified in its charter) Delaware 8731 92-2018969 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I ...

Sustainable Fuel Production - LanzaTech produced over 54 million gallons of fuel-grade ethanol, mitigating over 275,000 tons of CO2 emissions since May 2018[27]. - The global addressable market for sustainable aviation fuel (SAF) is estimated at $180 billion, with a mandated global SAF demand expected to reach 61 billion gallons per year by 2040[41][45]. - The company maintains a 25% ownership stake in LanzaJet, which is set to begin producing SAF at a 10 million gallon commercial-scale facility in 2023[29]. - LanzaJet's ATJ process can achieve up to 80% GHG reduction compared to fossil fuels, with a high potential jet yield of 90%[88]. - The LanzaJet facility in Soperton, Georgia, is expected to produce 10 million gallons per year of sustainable aviation fuel and renewable diesel[91]. - Project DRAGON aims to produce 100 million liters per year of sustainable aviation fuel by 2026-2027, supported by £3.15 million in grant funding[94][95]. Environmental Impact - Approximately two tons of CO2 are removed per ton of CarbonSmart product made, highlighting the environmental benefits of LanzaTech's offerings[41]. - The first commercial facility in China has sold over 40 million gallons of ethanol, displacing fossil gasoline and avoiding over 200,000 tons of CO2 emissions[52]. - LanzaTech's gas fermentation technology has operated for 100,000 hours across four sites, producing over 54 million gallons of fuel-grade ethanol and mitigating over 275,000 tons of CO2 emissions[82]. - The company aims to create a circular carbon economy by locking carbon into chemical building blocks, reducing the need for virgin fossil resources[51]. Technology and Innovation - LanzaTech's technology platform is designed to utilize a variety of waste feedstocks, including industrial gases and municipal solid waste, to produce sustainable fuels and chemicals[24]. - The company has developed a proprietary technology platform for gas fermentation, enabling the production of various chemicals from multiple feedstocks at the same facility[49]. - The gas fermentation process is uniquely tolerant to variability in waste gas composition, allowing for a diverse range of feedstocks and products[72]. - The company’s technology platform is designed to achieve over 90% carbon utilization efficiency when coupled with hydrogen sources[75]. - LanzaTech's synthetic biology platform enables the production of additional chemical products, including ethylene, isopropanol, and acetone directly from gases[107]. - LanzaTech has achieved direct continuous production of ethylene from CO, creating a new non-fossil fuel pathway, with a projected global market value of $170 billion by 2030[108]. - The company has produced over 50 target products, demonstrating control over stereospecificity and identifying over 500 pathways for molecule production using proprietary predictive microbial modeling[110]. Market Opportunities - The chemicals sector is projected to account for over a third of the growth in oil demand to 2030, with petrochemical feedstock currently accounting for 12% of global oil demand[46]. - The plant-based protein market is estimated to be valued at $162 billion by 2030, indicating a growing demand for alternative protein sources[47]. - The global fertilizer market is valued at approximately $150 billion, with LanzaTech's microbial protein seen as a potential low-maintenance fertilizer[105]. Financial Performance - The company has incurred net losses of approximately $76.4 million for the twelve months ended December 31, 2022, and an accumulated deficit of $456.2 million as of the same date[206]. - The ongoing COVID-19 pandemic has adversely impacted the company's business and financial condition, leading to disruptions in demand and delays in project timelines[202][205]. - The company has not achieved operating profitability since its formation and anticipates continuing to incur losses until it can commercialize its technologies[206]. Partnerships and Agreements - The company has established partnerships with industry leaders, including ArcelorMittal and Suncor, to operate multiple commercial-scale facilities utilizing its technology[54]. - The LanzaJet Investment Agreement aims to facilitate the production of sustainable aviation fuel (SAF) through a demonstration facility in Georgia, with potential second tranche investments from partners[128]. - The Mitsui Alliance Agreement mandates Mitsui to promote gasification and waste-to-ethanol technology in Japan, with LanzaTech designating Mitsui as the preferred provider of investment and off-take services[143]. - The Shougang Joint Venture has exclusive rights to use LanzaTech's technology for producing fuel ethanol from steel mill and ferroalloy off-gas in China[157]. Risks and Challenges - The company faces significant risks in its international expansion strategy, including compliance with diverse legal environments and U.S. laws applicable to overseas operations[212]. - Construction of new plants may not be completed on time or cost-effectively, impacting financial performance and operational results[214]. - Delays in construction due to various factors, including the COVID-19 pandemic and geopolitical issues, could severely impact the company's business and financial condition[215]. - Maintenance and unexpected operational failures of facilities could reduce production capacity and profitability, impacting revenues[219]. - Major modifications to facilities may result in substantial additional capital expenditures and prolong the time to bring facilities online[220]. Employee and Operational Information - The company has over 390 full-time equivalent employees as of February 28, 2023, with no labor strikes or collective bargaining agreements[199]. - The company relies heavily on industry partners for project execution and growth, with potential risks associated with maintaining these relationships[207].

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LanzaTech Global, Inc. (Exact name of registrant as specified in its charter) Table of Contents As filed with the Securities and Exchange Commission on February 13, 2023 Registration No: UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Joe Blasko 8045 Lamon Avenue, Suite 400 Skokie, Illinois 60077 Tel: (847) 324-2400 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copi ...