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Item 1. Business

2024-02-29 compared with 2023-03-29 · 149 added, 128 removed, 599 unchanged (32% of the section changed)

The following discussion reflects the business of LanzaTech Global, Inc.

and its consolidated subsidiaries following the Business Combination.

Business Overview

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Our economically viable and scalable technology is designed to enable emitters to reduce their environmental impact and potentially to replace materials made from virgin fossil resources with recycled carbon, supporting their climate goals, meeting mandated targets, and creating a more sustainable future.

Using our process technology, our partners launched the world’s first commercial carbon refining plant in 2018 in China and have subsequently added two commercial plants operating in China.

In addition to the three commercial plants operating in China, LanzaTech’s partners in Canada and Japan are operating demonstration scale facilities respectively utilizing gasified forestry residues and gasified unsorted municipal solid waste.

Using our process technology, our partners launched the world’s first commercial carbon refining plant in 2018 in China and have subsequently added three commercial plants operating in China.

Additionally, LanzaTech’s partners in India started up a commercial scale facility in September 2023 utilizing refinery off-gas, and our partners in Beligum started up a commercial scale facility in November 2023 utilizing steel off-gas.

In addition to the six operating commercial plants in China, India, and Belgium, LanzaTech’s partners in Canada and Japan are operating demonstration scale facilities respectively utilizing gasified forestry residues and gasified unsorted municipal solid waste.

Both these demonstration scale plants completed commissioning and early start up in late 2022.

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We believe LanzaTech’s proven commercialized technology can enable global scale decarbonization and initiate a circular and climate positive carbon economy.

Gas fermentation is a robust form of carbon capture and transformation that enhances the value of waste streams and reduces environmental pollution.

Additionally, our technology platform utilizes existing industrial land and recycled process water, further reducing the environmental impact of producing our low carbon ethanol on land and biodiversity.

Gas fermentation is a economically viable and operationally robust form of carbon capture and transformation that enhances the value of waste streams and reduces environmental pollution.

Additionally, our technology platform utilizes existing industrial land and recycled process water, further reducing the environmental impact of producing our low carbon fuels and chemicals on land and biodiversity.

Gas fermentation is a key part of our technology offering and we license this capability to customers to develop their own gas fermentation facilities, accelerating the spread of our technology across a variety of feedstocks and geographies.

Our novel technology platform is like brewing, but instead of using yeast that eat sugar to make alcohol, our biocatalysts, or microbes, eat waste carbon to produce ethanol, ethanol derivatives, and ethanol co-products.

Because our system is biological and can grow in dynamic environments and react in real-time to changing conditions, it is much more tolerant of variability in feedstock composition and supply than systems based on catalytic chemistry and is therefore highly customizable.

Our low carbon ethanol is being produced at commercial scale at three separate locations in China, with production of over 54 million gallons of fuel grade ethanol, resulting in the mitigation of over 275,000 tons of CO 2 and keeping the equivalent of an estimated 25 million gallons of oil in the ground since May 2018.

Used microorganisms from our commercial facilities are protein-rich and can be sold in China as animal feed.

We are also developing biocatalysts and processes to produce a vast suite of additional products utilizing novel biocatalysts, including acetone and isopropanol (“IPA”) and important industrial solvents used in multiple

applications including production of polymers from IPA.

Our novel technology platform is similar to brewing, but instead of using yeast that eat sugar to make alcohol, our biocatalysts, or microbes, eat waste carbon to produce ethanol, ethanol derivatives, and ethanol co-products.

Because our system is biological and can grow in dynamic environments and react in real-time to changing conditions, it is much more tolerant of variability in feedstock composition and supply than conventional systems based on catalytic chemistry and is therefore highly customizable.

Our low carbon ethanol is now being produced at commercial scale at six locations globally, with production of over 75 million gallons of fuel grade ethanol, resulting in the mitigation of over 380,000 tons of CO 2 and keeping the equivalent of an estimated 35 million gallons of oil in the ground since May 2018.

Used microorganisms from our commercial facilities are protein-rich and are sold locally as animal feed.

Products generated through the application of downstream catalytic chemistry of ethanol include SAF, sustainable diesel, ethylene, polyethylene, polyethylene terephthalate (“PET”), surfactants and glycols.

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Ethylene glycol is another product that can be used for production of surfactants, a key ingredient for detergents and liquid soap production.

Ethanol can be further converted to monoethylene glycol (“MEG”), an important precursor to PET for use in packaging and textiles applications.

In June 2020, we helped launch LanzaJet, a SAF company, and maintain approximately a 25% ownership stake in the business.

LanzaJet has secured funding for a 10 million gallon commercial-scale production facility that we expect will begin producing SAF in 2023.

We developed and scaled the production facility in Soperton, Georgia using our platform technology, which enables the conversion of ethanol to sustainable jet and diesel fuels, in collaboration with the Pacific Northwest National Lab and the U.S.

Ethanol can be

further converted to monoethylene glycol (“MEG”), an important precursor to PET for use in packaging and textiles applications.

In June 2020, we helped launch LanzaJet, a SAF company, and maintain approximately 23% ownership stake in the business.

In January 2024, LanzaJet celebrated the opening of the world’s first ethanol-to-sustainable aviation fuel facility in Soperton, Georgia, USA.

The plant is expected to ramp up production over the first half of the year.

The plant was developed and scaled up using LanzaTech’s platform technology, which enables the conversion of ethanol to sustainable jet and diesel fuels, in collaboration with the Pacific Northwest National Lab and the U.S.

Department of Energy.

Using our platform technology, we have converted ethanol produced from steel mill emissions to SAF and have powered flights by Virgin Atlantic in 2018 and All Nippon Airways in 2019.

Using our platform technology, we have converted ethanol produced from steel mill emissions to SAF and have powered commercial flights by Virgin Atlantic in 2018 and All Nippon Airways in 2019.

For a complete depiction of our organizational structure, please refer to the structure chart below.

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This capital-light model enables us to concurrently partner with a significant number of partners to build customer‐owned gas fermentation facilities in parallel, accelerating the spread of our technology platform.

Our licensing model typically generates stable, recurring revenues which we anticipate will compound as more customer plants are built and validated by our pipeline of customers.

Our licensing model is expected to generate stable, recurring revenues which we anticipate will compound as more customer plants are built and validated by our pipeline of customers.

As a licensor and services provider, we structure our agreements to provide engineering and startup services and key components of the overall equipment package that are based on our proprietary designs and integrations.

Once fully operational, recurring revenues are generated from royalties on the offtake, ongoing supply of microbes and media, as well as software, monitoring and analytics support.

ownership, either directly or by arranging and deploying third-party capital, and operation of the gas fermentation plant.

Once fully operational, recurring revenues will be generated from royalties on the offtake, ongoing supply of microbes and media, as well as software, monitoring and analytics support.

In certain more limited cases, we will act as co-developer on projects, allowing us to leverage our existing relationships and engineering and project development expertise in a financial sponsor role for select projects where we believe we can participate in the ownership, either directly or by arranging and deploying third-party capital, and operation of the gas fermentation plant.

In the select instances where we will participate directly in the project ownership, we expect to be a minority investor in those projects’ capital requirements, accounting for approximately 5% of the total capital.

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In each instance of co-development, we intend to license our technology directly to the project, which we expect will enable us to capture the same revenue streams of licensing, royalty, and services fees generated through the licensing model with customer-owned facilities.

To maximize revenue from each project, whether via licensing or co-development, we sell supplies and equipment to our projects and customers.

To maximize revenue from each project, whether via licensing or co-development, we plan to sell supplies and equipment to our projects and customers.

Additionally, we provide advisory, research and engineering services to develop new chemicals, use new feedstocks, and advance new fermentation or synthetic biology capabilities.

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Richard Forster.

Jennifer Holmgren, our Chief Executive Officer since 2010, has over 30 years of experience in the energy sector, including a proven track record in the development and commercialization of renewable jet fuel and chemical technologies.

Jennifer Holmgren, our Chief Executive Officer since 2010, has over 30 years of experience in the energy sector,

including a proven track record in the development and commercialization of renewable jet fuel and chemical technologies.

We are led by a diverse management team and board of directors with deep experience in leading energy companies and major financial institutions.

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Department of Energy to use for clean energy technology deployment.

In August 2021, President Biden signed the Inflation Reduction Act, which provided approximately $369 billion for clean energy deployment and climate change mitigation and adaptation.

In 2022, President Biden signed the Inflation Reduction Act, which provides funding for clean energy deployment and climate change mitigation and adaptation.

Alongside potential government mandates for aviation and industrial emitters, regional governments, companies and investors have announced their own emissions and waste reduction targets.

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Outside of the RE100, many more companies are facing consumer and shareholder pressure to increase their environmental disclosures and join the transition to cleaner energy sources.

For example, the members of the International Air Transport Association, which includes nearly 300 airlines responsible for over 80% of the world’s air traffic, have committed to cut their emissions in half by 2050

compared to 2005 levels.

In addition, in March 2021, Airlines for America, the industry trade organization representing the leading U.S.

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Sustainability-marketed products grew 7.1 times faster than conventionally marketed products from 2015 to 2019.

Further, eco-conscious customers now make up roughly 80% of a consumer market worth over $1.8 trillion.

Many companies have already pledged to achieve carbon neutral or net zero carbon targets, with some aiming to achieve that target within the next decade.

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Our customers also operate our carbon refining technology in the single-cell protein market, estimated at $16 billion in 2019, because our process makes high protein biomass as a byproduct.

Ethanol can also be converted to MEG and PET, with markets worth an estimated $28 billion for MEG and $44 billion for PET packaging at the end of 2021.

Ethanol can also

be converted to MEG and PET, with markets worth an estimated $28 billion for MEG and $44 billion for PET packaging at the end of 2021.

We have a portfolio of existing recycled carbon and soon-to-be commercialized CarbonSmart products that we believe have the potential to penetrate more chemicals markets in the coming years as more commercial facilities begin operations.

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Overview of Ethanol Market

Ethanol can be used directly as fuel but can also serve as a feedstock to produce a broad range of products, including cosmetics and beauty products, hand hygiene products, paint, food additives, tires, children’s toys, plastic products, rubber, clothing and upholstery.

Ethanol can be used directly as a fuel but can also serve as a feedstock to produce a broad range of products, including cosmetics and beauty products, hand hygiene products, paint, food additives, tires, children’s toys, plastic products, rubber, clothing and upholstery.

The United States is responsible for over half of ethanol production globally and has produced an average of nearly 15 billion gallons of ethanol annually since 2015, while the ethanol output for the rest of the world has increased by over 20% during the same period.

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We also believe that the federal regulatory framework in the United States, including the Renewable Fuel standard, will drive production of ethanol for the liquid transportation fuel market.

We believe the production of ethanol from recycled carbon, such as from industrial emissions, will also have a market in the European Union through the Renewable Energy Directive and at the state level in the United States with the

California Low Carbon Fuel Standard.

Other states in the Northeast United States, as well as Canada, have signaled they will institute such policies in the coming years.

Sustainable Aviation Fuel :

Sustainable Aviation Fuel (“SAF”) :

Mandated global SAF demand is expected to hit 61 billion gallons per year by 2040.

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Petrochemical feedstock accounts for 12% of global oil demand, a share that is expected to increase because of increasing demand for plastics, fertilizers, and other products.

With the growth in demand for petrochemical products, petrochemicals are expected to account for over a third of the growth in oil demand to 2030, and nearly half to 2050, ahead of trucks, aviation, and shipping.

With the growth in demand for petrochemical products, petrochemicals are expected to account for over a third of the growth in oil demand to 2030, and nearly half to 2050, ahead of land transportation, aviation, and shipping.

Petrochemicals are also poised to consume an additional 56 billion cubic meters of natural gas by 2030.

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LanzaTech has demonstrated this with several partners who have used chemical intermediates to make fabrics, packaging, detergent, cleaning agents and fragrances.

This process can lock waste carbon into durable goods, creating a circular carbon economy where carbon is refined and re-used instead of emitted as harmful greenhouse gases.

We believe that our technology enables a circular carbon economy, which keeps carbon in the material cycle instead of allowing it to be emitted into the atmosphere as pollution.

By locking carbon into chemical building blocks used to make every-day goods, we are reducing the need to extract virgin fossil resources to make the same products.

This process reuses carbon for the production of consumer goods, creating a circular carbon economy where carbon is refined and re-used instead of emitted as harmful greenhouse gases from a single use.

Our technology enables a circular carbon economy, which keeps carbon in the ground instead of allowing it to be emitted into the atmosphere, as pollution.

By reusing carbon as a chemical building block to make every-day goods, we are reducing the need to extract virgin fossil resources to make the same products.

We believe this could have a game changing impact on the chemical industry and its supply chain, shifting the way the industry considers commodity sourcing and supply.

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Through the use of synthetic biology, microorganisms can be engineered to produce different chemicals directly from gases using the same process and production hardware.

By changing the microorganism in a commercial facility, we have developed the capability to switch the product focus of commercial plants within a matter of days.

By changing the microorganism in a commercial facility, we have developed the capability to switch the product focus of commercial plants within a matter of days in response to changing market signals.

We believe this will enable production of different product targets in campaigns at the same commercial facility.

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We have demonstrated the commercial success of gas fermentation on feedstocks from a broad array of waste streams.

Three commercial scale facilities in China utilizing steel off-gas and ferroalloy off-gas emission are currently being operated by entities in which the Shougang Joint Venture holds a controlling interest.

In addition, another commercial scale facility in China, owned and constructed by the Shougang Joint Venture utilizing ferroalloy off-gas is in late-stage construction and is expected to begin operations in 2023.

A commercial scale facility in Ghent, Belgium is in advanced stages of construction by our partner ArcelorMittal and is expected to start up in 2023.

Four commercial scale facilities in China utilizing steel off-gas and ferroalloy off-gas emission are currently being operated by entities in which the Shougang Joint Venture holds a controlling interest.

A commercial plant using refinery off-gas feedstock, owned and operated by IndianOil, began operations in September 2023, and a commercial scale facility in Ghent, Belgium owned by our partner ArcelorMittal utilizing steel off-gas began operations in November 2023.

The pilot-scale plant in Japan developed with Sekisui has been producing ethanol from gasified municipal solid waste since 2017.

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Additionally, a demonstration-scale facility in Alberta, Canada, with partner Suncor, utilizing waste-based feedstocks, including municipal waste and forestry-residues, has produced ethanol in test runs since July 2022, and has now begun full operations.

A commercial plant using refinery off-gas feedstock, owned and operated by IndianOil, recently completed construction in early 2023, and full operations are expected later this year.

Various other commercial projects using refinery off-gases, industrial and biorefinery CO 2 , ferroalloy off-gases, gasified biomass, and gasified mixed plastic wastes are under development.

Various other commercial projects using refinery off-gases, industrial off-gases, biorefinery CO 2 , ferroalloy off-gases, gasified biomass, and gasified mixed plastic wastes are under development.

We have worked with several partners on the integration of the gasification and gas fermentation processes to convert solid feedstocks to fermentation products, culminating in over 50,000 hours of pilot and demonstration scale operations on live synthesis gas (“syngas”) produced from gasification.

As a result of our ability to deliver a sustainable, economically advantaged solution to produce fuels chemicals and products using waste feedstocks, we have been able to attract key industry partners in our markets such as Mitsui, ArcelorMittal, Suncor, BASF, IndianOil, and Sinopec.

In 2020, the Shougang Joint Venture plant that has been using our technology platform on a commercial scale received Roundtable on Sustainable Biomaterials (“RSB”) certification.

RSB certification is awarded to facilities that ensure the sustainability of their products and promote the health of their employee and the welfare of their local communities.

Third Party Sustainability Certifications:

In 2020, a commercial Shougang Joint Venture plant (Hebei Shoulang New Energy Company) using LanzaTech’s carbon recycling technology received Roundtable on Sustainable Biomaterials (“RSB”) certification.

RSB certification is awarded to facilities that ensure the traceability of their sustainable product lines, promote the health of their employees, support the welfare of their local communities, and mitigate environmental impacts.

In 2023, two commercial Shougang Joint Venture plants (Hebei Shoulang New Energy Company and Ningxia Binze New Energy Technology Company) equipped with LanzaTech’s carbon recycling technology received their International Sustainability & Carbon Certification (ISCC) PLUS and CORSIA certifications.

The ISCC PLUS certification ensures traceable, deforestation-free supply chains for food, feed, chemical and energy markets.

Additionally, the CORSIA certification validates that the ethanol produced from the plants using LanzaTech’s technology platform is eligible for use as a feedstock for sustainable aviation fuel in accordance with International Civil Aviation Organization requirements.

In 2023 LanzaTech Inc, LanzaTech EU BV and LanzaTech Private Limited successfully underwent third party audits for ISCC certifications and LanzaTech Inc continued to maintain its RSB Trader Certification.

Trader certifications maintain the chain of custody of any products traded from a certified facility, providing CarbonSmart customers with assurances on the sustainability of their products along the supply chain.

Strong Intellectual Property Position .

As of March 15, 2023, we owned or had licensed rights to 1,307 granted patents and 590 pending patent applications across 141 patent families in the United States, Europe, Asia and additional jurisdictions, in addition to our trade secrets.

As of December 31, 2023, we owned or had licensed rights to 1,473 granted patents and 634 pending patent applications across 155 patent families in the United States, Europe, Asia and additional jurisdictions, in addition to our trade secrets.

These issued patents and pending patent applications cover not only the upstream (such as gasification and gas conditioning), gas fermentation, and downstream (such as product separations and catalytic conversions) production systems that we are developing or may pursue in the future, but also certain of the underlying technologies used to develop our systems.

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Extensive Industry Experience.

We have over 18 years of experience developing, testing, scaling, and optimizing gas fermentation and integrating gas fermentation with upstream and downstream technologies, culminating in the world’s first commercial gas fermentation plant in 2018.

Our management team brings over 150 years of combined research and development, engineering and scale up, operations, partnering and licensing experience in the energy industry.

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We have developed, scaled, and deployed an adaptable proprietary technology platform that integrates core gas fermentation with upstream processes, such as gasification and gas conditioning, and downstream processes, such as product separations and catalytic conversions.

Our technology platform is like brewing, but instead of using yeast that eat sugar to make alcohol, our biocatalysts, or microbes, eat waste carbon to make end products.

Our technology platform is similar to brewing, but instead of using yeast that eat sugar to make alcohol, our biocatalysts, or microbes, eat waste carbon to make end products.

Because our system is biological, and biological systems grow in dynamic environments and react in real time to changing conditions, it is much more tolerant of variability in feedstock composition and supply than systems based on catalytic chemistry and is, therefore, highly customizable.

Our technology platform can use feedstocks containing CO 2 , H 2 and CO, including waste emissions from steel, oil refining, and ferroalloy industries, gasified municipal solid waste (“MSW”), agricultural wastes, and reformed biogas.

We have demonstrated this with partners globally and have shown conversion of these input streams at various scales, including at three commercial facilities in China being operated by entities in which the Shougang Joint Venture holds a controlling interest using industrial emissions.

We have demonstrated this with partners globally and have shown conversion of these input streams at various scales, including at four commercial facilities in China being operated by entities in which the Shougang Joint Venture holds a

controlling interest using industrial emissions.

Our commercial partners will be able to combine our gas fermentation system with different engineered biocatalysts to produce different products, allowing them to leverage their existing capital investment and to calibrate production to market conditions.

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CO 2 sourced from biorefineries, industrial emissions, and DAC technologies can be coupled with H 2 to produce products with extremely high carbon conversion efficiency of over 90% carbon utilization.

Since H 2 can be produced from renewable power via water electrolysis (“green”) or by steam methane reforming with carbon capture (“blue”), the carbon footprint of the products made will be a fraction of that relative to petroleum refining.

Since H 2 can be produced from renewable power via water electrolysis (“green”) or by steam methane reforming with carbon capture (“blue”), the carbon footprint of the products made can be a fraction of that relative to petroleum refining (depending on the source of power in the case of electrolysis).

As more hydrogen is present in the feedstock, more carbon is captured into the ethanol product.

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LanzaTech’s gas fermentation technology can utilize the evolving off-gases from iron and steelmaking processes through the transition from carbon to hydrogen feedstocks.

The LanzaTech system can remain in place, utilizing existing assets at iron and steel mills to take advantage of available hydrogen, coupled with carbon from other on-site sources including electric arc furnaces, or further transition to gasification of waste carbon resources (solid waste or biomass) or utilize direct air capture.

utilize direct air capture.

We believe that our early investments in GHG emission reduction technology positions us to continue to be a leader in carbon recycling in other hard-to-abate sectors.

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A second commercial plant, the Shoulang Jiyuan plant in Ningxia, China, of the same capacity and utilizing ferroalloy off-gas come online in April 2021.

The third commercial plant, the Ningxia Binze plant in Ningxia, China, with an annual capacity of 60,000 tons and utilizing ferroalloy off-gas, came online in September 2022.

A third commercial plant, the Ningxia Binze plant in Ningxia, China, with an annual capacity of 60,000 tons and utilizing ferroalloy off-gas, came online in September 2022.

A fourth commercial plant, the Guizhou Jinze plant in China, with an annual capacity of 60,000 tons and utilizing ferroalloy off-gas, came online in June 2023.

A fifth commercial plant, the Panipat Refinery plant in India, with an annual capacity of 33,500 tons and utilizing refinery off-gas, came online in September 2023.

A sixth commercial plant, the Steelanol plant in Belgium, with an annual capacity of 64,000 tons and utilizing steel off-gas, came online in November 2023.

Together these facilities have produced over 75 million gallons of fuel-grade ethanol and mitigated over 380,000 tons of CO 2 .

In addition to the three commercial plants operating in China, LanzaTech’s partner in Canada is operating a demo-scale facility utilizing waste-based feedstocks like forestry residues and LanzaTech’s partner in Japan is operating a 1/10 th commercial-scale facility utilizing gasified unsorted municipal solid waste as a feedstock.

These demo and 1/10 th scale facilities completed construction in 2022

and recently began operations.

There are 12 additional commercial plants being constructed or developed worldwide.

Four of the 12 commercial plants are in construction and the remaining eight plants are in engineering phases.

The 12 additional plants will use a mix of feedstocks including steel off-gas, ferroalloy off-gas, refinery off-gas, gasified biomass, gasified municipal solid waste, CO 2 and green H 2 , and ethanol in instances where the plant will produce sustainable aviation fuel from the ATJ process.

In addition to the six commercial plants operating globally, LanzaTech’s partner in Canada is operating a demo-scale facility utilizing waste-based feedstocks like forestry residues and LanzaTech’s partner in Japan is operating a 1/10th commercial-scale facility utilizing gasified unsorted municipal solid waste as a feedstock.

These demo and 1/10th scale facilities completed construction in 2022 and are operating.

There are 13 additional plants worldwide currently in various stages of advanced engineering development and dozens more in early stages of development.

The 13 additional plants will use a mix of feedstocks including various industrial off-gases, gasified solids, CO 2 and H 2 , and ethanol in instances where the plant will produce sustainable aviation fuel from the ATJ process.

LanzaTech is continuously developing and advancing its technology platform, and in late October 2022, announced that its next-generation bioreactor, currently utilized in a demonstration-scale facility in Alberta, Canada with partner Suncor, ran test campaigns for ethanol production on a wide range of waste-based feedstocks in 2022.

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Across the supply chain, we promote a CarbonSmart circular economy, where both resource providers and end users can choose to be carbon-efficient by recycling or “locking” carbon into new products rather than making them from new fossil resources.

Current and proposed applications of our technology platform include ethanol products, which can serve as the chemical building blocks for consumer goods, such as household cleaners and sustainable fuels, including sustainable aviation fuel, as well as protein products, such as animal/fish feed and fertilizer.

These applications are discussed further below.

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This was used to make yarns and fabric for lululemon and Zara apparel collections.

As of the date of this annual report, 12 commercial-scale facilities are either under construction or in engineering utilizing our technology, as outlined in the graphic in the section entitled “ Business — Market Opportunity — Overview ” in Part 1, Item 1 of this annual report.

The first commercial facility to use our technology was the Shougang Joint Venture in 2018, a joint venture between us and Shougang Group and TangMing formed in 2011.

As of the date of this Annual Report, 13 facilities are in advanced engineering utilizing our technology, as outlined in the graphic in the section titled “Business — Market Opportunity — Overview.” The first commercial facility to use our technology was the Shougang Joint Venture in 2018, a joint venture between us and Shougang Group and TangMing formed in 2011.

This gas fermentation plant was the world’s first commercial facility to convert industrial emissions into sustainable ethanol.

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This process is poised for commercial deployment.

The process has a high potential jet yield of 90%.

The process has a high potential jet yield of approximately 90%.

Our first ATJ demonstration unit produced approximately 4,000 gallons of jet fuel and 600 gallons of diesel fuel.

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LanzaJet received financing from the Microsoft Climate Fund in 2022.

We currently hold approximately 25% stake in LanzaJet.

Mitsui, Suncor, British Airways and Shell have committed to invest a total of up to $165 million.

This initial facility is currently under construction in Soperton, Georgia and will have the capacity to produce 10 million gallons per year of SAF and renewable diesel from sustainable ethanol sources.

In December 2022, installation of key equipment for the novel process technology that converts ethanol to drop-in replacement SAF began and construction at the facility is expected to be completed in 2023.

We currently hold approximately 23% stake in LanzaJet and account for our investment as an equity method investment because we do not control LanzaJet.

Mitsui, Suncor, British Airways and Shell have committed, subject to certain conditions, to invest a total of up to $165 million.

This first facility which will produce 10 million gallons of sustainable fuels was inaugurated in early 2024, and LanzaJet expects to begin production in 2024.

Pursuant to the LanzaJet License Agreement, we granted to LanzaJet a perpetual, worldwide, non-transferrable, irrevocable, royalty-free, sublicensable, exclusive license to certain patents related to the conversion of ethanol to fuel.

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Waste-based industrial off-gases can also be used to produce ethanol as a feedstock for the process.

This plant, located at the LanzaTech Freedom Pines Biorefinery in Soperton, Georgia, is also supported by participation from All Nippon Airways and a US Department of Energy grant of $14 million.

We anticipate deployment of numerous commercial ATJ facilities above the 10 million gallons per year capacity of the LanzaTech Freedom Pines Biorefinery.

We are currently working with partners to confirm project locations and solidify the appropriate project structures.

Locations for these facilities include Asia, mainland Europe, the United Kingdom, and the United States.

Construction of the plant, located at the LanzaTech Freedom Pines Biorefinery in Soperton, Georgia, was also supported by participation from All Nippon Airways and a US Department of Energy grant of $14 million.

We anticipate LanzaJet’s partners and investors to deploy numerous commercial ATJ facilities above the 10 million gallons per year capacity of the LanzaTech Freedom Pines Biorefinery.

LanzaJet is currently working with partners to confirm project locations and solidify the appropriate project structures.

Locations for these facilities include Asia, mainland Europe, the United Kingdom, the United States and Australia.

We expect these facilities will be funded by LanzaJet shareholders as well as other sources, including government grants and loan guarantees depending on the project structure and partners, location, and other factors.

In September 2021, Project DRAGON (Decarbonising and Reimagining Aviation for the Goal of Net Zero) was formally initiated.

This waste-to-SAF project received GBP £3.15 million in grant funding from the UK Secretary of State for Transport (the “UK Authority”) Green Fuels Green Skies program and £1 million from Innovate UK as

part of the South Wales Industrial Cluster deployment program.

This waste-to-SAF project received £3.15 million in grant funding from the UK Secretary of State for Transport (the “UK Authority”) Green Fuels Green Skies program and £1 million from Innovate UK as part of the South Wales Industrial Cluster deployment program.

LanzaTech is responsible for front-end engineering design and associated project development activities for the UK Authority to achieve a final investment decision for both the LanzaTech Gas Fermentation unit and the adjacent LanzaJet ATJ unit in Port Talbot, South Wales, United Kingdom.

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Project LOTUS

In September 2021, SkyNRG Americas in partnership with LanzaTech was awarded $1 million in funding for Project LOTUS ( L andfill O ff-gas T o U ltra-low carbon intensity S AF) to design, build, operate, and maintain a production facility that will convert raw LFG into SAF.

In September 2021, SkyNRG Americas in partnership with LanzaTech was awarded $1 million in funding for Project LOTUS (Landfill Off-gas To Ultra-low carbon intensity SAF) to design, build, operate, and maintain a production facility that will convert raw LFG into SAF.

The project is expected to leverage green hydrogen and LanzaTech’s gas fermentation technology to convert LFG to ethanol at an operating landfill.

The ethanol will be converted to SAF using the LanzaJet ATJ technology developed by LanzaTech and Pacific Northwest National Laboratory and subsequently licensed to LanzaJet.

SkyNRG Americas has numerous contractual partners, including Boeing and Alaska Airlines, who are committed to advancing use of the fuel in flight once it is produced through project LOTUS.

The ethanol will be converted to SAF using the LanzaJet

ATJ technology developed by LanzaTech and Pacific Northwest National Laboratory and subsequently licensed to LanzaJet.

SkyNRG Americas has numerous contractual partners, including Boeing and Alaska Airlines, who are committed to advancing use of SAF in flight.

We believe Project LOTUS has the potential to provide a new U.S.-produced regional supply chain for producing SAF that meets international ASTM specifications while reducing methane emissions and improving air quality.

The SAF is expected to be high quality, low soot forming, and sustainably derived, with the potential to reduce up to 110% of GHG emissions over traditional jet fuels.

The $1 million in funding from the Department of Energy, awarded in September 2021, is expected to accelerate the commercial rollout of this SAF production path

from LFG by reducing the technical and financial risks for future integrated commercial plants across the United States.

The $1 million in funding from the Department of Energy, awarded in September 2021, is expected to accelerate the commercial rollout of this SAF production path from LFG by reducing the technical and financial risks for future integrated commercial plants across the United States.

Protein Products

An additional application of our technology platform is the production of protein products.

Microbial protein is composed of lysed, spent microbes from LanzaTech commercial facilities.

These microbes contain proteins and other valuable nutrients and have performed the task of gas fermentation, have been extracted from the relevant commercial unit and are no longer viable.

An additional application of our technology platform is the production of protein products, either as a primary product from lysed, spent microbes from commercial facilities using LanzaTech’s technology.

Microbial protein, composed of lysed, spent microbes also contains other valuable nutrients.

These microbes have performed the task of gas fermentation, have been extracted from the relevant commercial unit and are no longer viable for fermentation.

These materials can be extracted and used in numerous applications, including feed products for livestock and fish, fertilizers for agricultural applications, and protein extract-based products.

LanzaTech’s first commercial customer is currently selling residual microbial protein as a component in fish and livestock feed products.

Shougang LanzaTech (also referred as “SGLT” herein) is currently selling residual microbial protein as a component in fish and livestock feed products.

Many of these markets are large and diverse, with stakeholders actively seeking sustainable and nutritious inputs.

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Significant composition testing on LanzaTech microbial protein has already been completed and detailed materials characterizations have been developed.

These tests have shown that LanzaTech microbial protein products contain very high protein content, typically exceeding 85 weight percent of the overall material mass.

In addition, LanzaTech’s microbial protein product for fertilizer and feed applications contains high concentrations of B vitamins and other minerals.

These tests have shown that LanzaTech microbial protein products produced as a co-product of the fermentation process, contain very high protein content, typically exceeding 85 weight percent of the overall material mass.

In addition, this type of microbial protein product for fertilizer and feed applications contains high concentrations of B vitamins and other minerals.

These materials are beneficial in certain end-use applications such as animal feeds.

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Separation and drying of microbial protein for feed applications is similar to that of fertilizers, leading to potentially higher margins for LanzaTech and its customers.

Studies have demonstrated that LanzaTech microbial protein is effective as a partial replacement for fish meal and corn gluten meal in Atlantic Salmon at levels up to 15 weight percent in the diet.

Studies have demonstrated that LanzaTech microbial protein produced from spent microbes, is effective as a partial replacement for fish meal and corn gluten meal in Atlantic Salmon at levels up to 15 weight percent in the diet.

Nutrient digestibility and safety were demonstrated up to 30 weight percent in feed.

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Synthetic Biology and Chemical Products

Through our synthetic biology platform we can develop new microbes to produce additional chemical products.Our platform technology enables rapid scale-up of new microbes once they are developed.

Through our synthetic biology platform we can develop new microbes to produce additional chemical products.

Our platform technology enables rapid scale-up of new microbes once they are developed.

Beyond ethanol, we have demonstrated the ability to produce ethylene, isopropanol, and acetone directly from gases.

In 2022, LanzaTech demonstrated direct continuous production of ethylene from CO 2 , creating a new non- fossil fuel pathway to this widely used commodity chemical.

In 2022, we demonstrated direct continuous production of ethylene from CO 2 , creating a new non- fossil fuel pathway to this widely used commodity chemical.

With a projected global market value of $170 billion by 2030, ethylene is widely used in the chemical industry, and its worldwide production capacity (estimated over 200 million tons per annum in 2021) is one of the largest of any chemical.

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While in recent years a number of rudimentary tools for gas fermenting organisms have been described in the public domain, these have low efficiency and are not amenable for use in high-throughput workflows.

We have developed a complete suite of high-throughput capabilities essential for development of optimized production strains or application of iterative, machine learning-based screening strategies employed by the pharmaceutical or natural product industries.

We have developed a complete suite of high-throughput capabilities essential for development

of optimized production strains or application of iterative, machine learning-based screening strategies employed by the pharmaceutical or natural product industries.

Specifically, we have assembled a fully automated strain fabrication facility capable of designing, engineering and delivering several thousand genetically re-programmed strains per month.

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Thus, over time these models and programs become increasingly accurate, minimizing the time required to deliver new commercial strains producing valuable chemical products.

We believe we can further expand our product portfolio through the industrial microbiology capabilities we have pioneered and use our technology to produce high-value chemical intermediates used to make materials such as

acrylics, fibers, plastics, and synthetic rubber.

In the future, once fully developed, we believe these new microbes will have the potential to be dropped into any existing industrial gas fermentation facility to make new products from established transformed carbon feedstocks, in many cases leading to carbon capture and sequestration in durable goods.

We believe synthetic biology could enable the production of a wide variety of chemicals including alcohols, acids, esters, and ketones.

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We do not consider any individual patent, patent family or trademark to be material to our overall business.

As of March 15, 2023, we had owned or in-licensed 1,307 granted patents globally and 590 pending patent applications globally reflecting 141 patent families.

As of December 31, 2023, we had owned or in-licensed 1473 granted patents globally and 634 pending patent applications globally reflecting 155 patent families.

We have filed patent applications continuously every year from 2007 to 2023, demonstrating continued innovation and establishing a steady patent estate viewed from a patent term perspective.

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Examples include “LanzaTech” and “CarbonSmart.”

This document contains references to trademarks, trade names and service marks belonging to us and to other entities.

Solely for convenience, trademarks, trade names and service marks referred to in this Annual Report may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable mark holder will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names.

We do not intend our use or display of other companies’ trade names, trademarks or service marks to necessarily imply a relationship with, or endorsement or sponsorship of us by, any other companies.

We have registered a number of domain names for website used in our business.

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Under the Battelle License Agreement, Battelle granted to us an exclusive sublicensable commercial license to certain patents related to the conversion of ethanol to fuels (the “Battelle patent rights”).

Under the Battelle License Agreement, we must meet certain development milestones, including producing and selling products and sublicensing the Battelle patent rights to others within certain timeframes.

The agreement also requires that any products manufactured using the Battelle patent rights and sold within the United States will be substantially manufactured in the United States.

Under the Battelle License Agreement, certain development milestones must be met, including completion of basic engineering for a commercial project and production of product at the Freedom Pines facility within 4 years and 3 years, respectively, from completion of certain DOE required technical milestones at the Freedom Pines facility.

The agreement

also requires that any products manufactured using the Battelle patent rights and sold within the United States will be substantially manufactured in the United States.

Battelle retains the right to practice or license the Battelle patents to nonprofit institutions for research, development, or demonstration purposes.

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Battelle may terminate the agreement if we become insolvent or if we fail to meet certain reporting or payment requirements under the agreement.

Battelle may also terminate the agreement or convert the license into a non-exclusive license if we fail to reach certain of the abovementioned development milestones within the applicable time periods.

Battelle may also terminate the agreement or convert the license into a non-exclusive license if we fail to reach certain of the above mentioned development milestones within the applicable time periods.

We may terminate the Battelle License Agreement upon 60 days’ prior notice to Battelle, and either party may terminate the agreement if the other party breaches the agreement and fails to cure such breach after 60 days’ notice.

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Under the LanzaJet License Agreement, we granted to LanzaJet a perpetual, worldwide, non-transferrable, irrevocable, royalty-free, sublicensable, exclusive license to all of our intellectual property rights under the Battelle License Agreement, as well as other intellectual property owned by us relating to the conversion of ethanol to fuels.

LanzaJet assumed all of our obligations under the Battelle License Agreement, including development, reporting, royalty payment and sublicensing obligations.

LanzaJet assumed all of our rights under the Battelle License Agreement except for our rights, in certain circumstances, to terminate the agreement, to amend the

agreement or to assign our rights thereunder, provided that we may not exercise these rights without LanzaJet’s prior consent.

assumed all of our obligations under the Battelle License Agreement, including development, reporting, royalty payment and sublicensing obligations.

LanzaJet assumed all of our rights under the Battelle License Agreement except for our rights, in certain circumstances, to terminate the agreement, to amend the agreement or to assign our rights thereunder, provided that we may not exercise these rights without LanzaJet’s prior consent.

The license granted by us to LanzaJet is exclusive, including as against us, with the exception of certain development projects we are undertaking in collaboration with the U.S.

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LanzaJet Note Purchase Agreement

On November 9, 2022, we and the other LanzaJet shareholders entered into the LanzaJet Note Purchase Agreement, pursuant to which FPF, a wholly owned subsidiary of LanzaJet, will issue, from time to time, notes in an aggregate principal amount of up to $147.0 million (the “LanzaJet Notes”), comprised of approximately $113.5 million aggregate principal amount of 6.00% Senior Secured Notes due December 31, 2043 and $33.5 million aggregate principal amount of 6.00% Subordinated Secured Notes due December 31, 2043.

We have committed to purchase $5.5 million of Subordinated Secured Notes in a funding expected to occur on May 1,2023.

6.00% Subordinated Secured Notes due December 31, 2043.

We committed to purchase $5.5 million of Subordinated Secured Notes in a funding which occurred on May 1, 2023.

The Senior Secured Notes are secured by a security interest over substantially all assets of FPF, and both the Senior Secured Notes and the Subordinated Secured Notes are secured by a security interest over all intellectual property owned or in-licensed by LanzaJet.

LanzaJet also provides a guarantee of any costs and expenses required to complete the LanzaJet Freedom Pines Demonstration Facility and achieve commercial operation.

Each purchaser of LanzaJet Notes under the LanzaJet Note Purchase Agreement is also entitled to receive a warrant for the right to purchase 575 shares of common stock of LanzaJet for each $10,000 of LanzaJet Notes purchased by such purchaser (which, in the case of LanzaTech, will be equal to a right to purchase 316,250 shares of common stock of LanzaJet).

On May 1, 2023, we received warrants to purchase 316,250 shares of common stock of LanzaJet for an exercise price of $0.01 per share in connection with our purchase of $5.5 million of LanzaJet Notes.

Under the LanzaJet Note Purchase Agreement, FPF must provide periodic progress reports and financial information to the noteholders, in addition to providing notice of certain significant events.

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Articles of Association of Beijing Shougang LanzaTech Technology Co., Ltd

“Shougang Joint Venture”) as a result of our contribution of certain intellectual property rights (see “ — Shougang Joint Venture License Agreement ” below).

Through our subsidiary LanzaTech Hong Kong Limited, a limited liability company organized in Hong Kong, we hold approximately 9.3% of the outstanding shares of Beijing Shougang LanzaTech Technology Co., Ltd (the “Shougang Joint Venture”) as a result of our contribution of certain intellectual property rights (see “ — Shougang Joint Venture License Agreement ” below).

Our rights and responsibilities as a holder of such shares are set forth in the Shougang Joint Venture’s Articles of Association,effective in November 2021.

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Shougang Joint Venture License Agreement

On September 6, 2021, we entered into an Intellectual Property Rights License Agreement with the Shougang Joint Venture, which was subsequently amended in January 2022 (as amended, the “Shougang Joint Venture License Agreement”).

On September 6, 2021, we entered into an Intellectual Property Rights License Agreement with the Shougang Joint Venture, which was subsequently amended in August 2023 (as amended, the “Shougang Joint Venture License Agreement”).

Under the Shougang Joint Venture License Agreement, we granted the Shougang Joint Venture a license to certain of our intellectual property rights, including certain patented fermentation processes, alcohol production processes, novel bacteria and trademarks.

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The Shougang Joint Venture may sublicense its rights to third-party contractors acting on its behalf, subject to certain conditions.

In consideration for the licenses we granted to the Shougang Joint Venture, the Shougang Joint Venture agreed to pay us a royalty on a graduated scale from 10% to 20% of all sublicensing revenues received by the Shougang Joint Venture in connection with the establishment and sublicensing of certain commercial facilities by the Shougang Joint Venture after the first commercial facility.

As of the date of this annual report, we have not received any royalty payments from the Shougang Joint Venture.

In consideration for the licenses we granted to the Shougang Joint Venture, the Shougang Joint Venture agreed to pay us a royalty on a graduated scale from 8% to 20% of all sublicensing revenues become payable to the Shougang Joint Venture in connection with the establishment and sublicensing of certain commercial facilities by the Shougang Joint Venture after the first commercial facility.

As of the date of this Annual Report, we have received approximately $1,200 thousands in royalty payments from the Shougang Joint Venture pursuant to the Royalty Payment Plan, and corresponding to the fixed licensing consideration, calculated as a percentage of the maximum amount of royalties owed to SGLT from its sublicenses.

Because our shareholding ratio in the Shougang Joint Venture has fallen below 10% due to a financing prior to the submission of an application by the Shougang Joint Venture for an initial public offering on a securities exchange in China, we have the right to request an adjustment to the royalty rates payable to us by the Shougang Joint Venture.

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If such application is subsequently terminated, our right to request an adjustment to the royalty rates will resume.

The Shougang Joint Venture License Agreement provides that we will solely own all developed technology

that results from, is based on, or uses the licensed subject matter in the operation of the Shougang Joint Venture, and all such technology will be subject to the license granted to the Shougang Joint Venture.

The Shougang Joint Venture License Agreement provides that we will solely own all developed technology that results from, is based on, or uses the licensed subject matter in the operation of the Shougang Joint Venture, and all such technology will be subject to the license granted to the Shougang Joint Venture.

The Shougang Joint Venture has a right to cooperate with third parties regarding any commercial license under the licensed subject matter, subject to certain conditions.

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Sinopec and the Shougang Joint Venture have the right to cooperate with us on commercial projects outside the scope of the Shougang Joint Venture License Agreement and to provide technical and engineering services.

Joint Venture Agreement with Olayan Financing Company

On October 30, 2023 we entered into a joint venture agreement with Olayan Financing Company (“OFC” and such agreement, the “Olayan JV Agreement”).

Under the Olayan JV Agreement, we agreed to exclusively partner with OFC on developing certain projects employing CCT technology in the Kingdom of Saudi Arabia and on a mutually agreed basis for certain projects employing CCT in the broader Middle East.

The joint venture will deploy the LanzaTech gas fermentation process at commercial scale production facilities by way of direct project investments and/or technology licensing transactions.

The joint venture will manage the offtake and/or marketing rights arising in respect of each project opportunity.

The joint venture has the ability to explore other commercial production facilities in the Kingdom of Saudi Arabia and the broader territory as defined in the Olayan JV Agreement.

Grant Agreement with the European Climate, Infrastructure and Environment Executive Agency

Through our subsidiary LanzaTech BV, on October 7, 2020, we entered into a Grant Agreement (the “CINEA Grant Agreement”) with the European Climate, Infrastructure and Environment Executive Agency (formerly the Innovation and Networks Executive Agency of the European Union) (“CINEA”), along with SkyNRG BV (“SkyNRG”), RSB Roundtable on Sustainable Biomaterials Assocation, E4tech (UK) Ltd and Fraunhofer Gesellschaft zur Forderung der Angewandten Forschung E.V.

jet fuel in Europe by designing, building, and demonstrating an innovative ethanol-based ATJ technology in an ATJ Advanced Production Unit.

Through our subsidiary LanzaTech BV, on October 7, 2020, we entered into a Grant Agreement (the “CINEA Grant Agreement”) with the European Climate, Infrastructure and Environment Executive Agency (formerly the Innovation and Networks Executive Agency of the European Union) (“CINEA”), along with SkyNRG BV (“SkyNRG”), RSB Roundtable on Sustainable Biomaterials Association, E4tech (UK) Ltd and Fraunhofer Gesellschaft zur Forderung der Angewandten Forschung E.V.

The CINEA Grant Agreement provides for the award of a grant from CINEA to the parties to the CINEA Grant Agreement to fund the “Fuel via Low Carbon Integrated Technology from Ethanol” program, which we refer to as the FLITE program, to expand the supply of low carbon jet fuel in Europe by designing, building, and demonstrating an innovative ethanol-based ATJ technology in an ATJ Advanced Production Unit.

Pursuant to the CINEA Grant Agreement, LanzaTech is responsible for plant design, construction and operations using ATJ technology.

The CINEA Grant Agreement contemplates that FLITE will occur for a period of 48 months ending on November 30, 2024.

The maximum grant amount under the CINEA Grant Agreement is EUR 20,000,000.

The grant is applied to 100% of non-profit eligible costs and 70% of for-profit eligible costs.

The estimated eligible costs of implementing the FLITE program are approximately EUR 54,500,000.

Pursuant to the CINEA Grant Agreement, we own any intellectual property generated as a result of our participation in the program.

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The parties must compensate CINEA for any damage it sustains as a result of the parties’ implementation of the FLITE program or because the FLITE program was not implemented in full compliance with the CINEA Grant Agreement.

The participation of a party may be terminated by the coordinator of the CINEA Grant Agreement, designated as SkyNRG, upon request of the concerned party or on behalf of the other parties, subject to certain notice requirements and based upon reasons that must be approved by CINEA.

based upon reasons that must be approved by CINEA.

CINEA may independently terminate the CINEA Grant Agreement or the participation of one or more parties in certain enumerated situations, including a party’s change in financial or organization situation likely to affect the program, substantial errors or serious breach of obligations under the agreement, systemic errors or fraud in other similar agreements, and force majeure.

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The Sekisui Term Sheet addresses the provision of engineering services by LanzaTech to the future operator of the commercial facility, and the granting of a license by LanzaTech to Sekisui for certain information, technology and intellectual property necessary to design, operate, and maintain the fermentation processes, microbes, and ethanol by-products of the commercial facility.

Term Sheet governs the terms of operation of the first commercial facility and any future facilities contemplated under the Sekisui Memorandum, including with respect to performance targets and guarantees and engineering fees.

The Sekisui Term Sheet governs the terms of operation of the first commercial facility and any future facilities contemplated under the Sekisui Memorandum, including with respect to performance targets and guarantees and engineering fees.

Under the Sekisui Term Sheet, we are expected to provide, sell or distribute microbes and trace media for the operation of the commercial facility for a fixed fee, subject to mutually agreed price adjustments for future facilities.

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On December 12, 2022, LanzaTech UK Limited (“LanzaTech UK”), a wholly owned subsidiary of LanzaTech, was awarded a grant from the UK Authority in connection with Project DRAGON.

The grant was awarded to fund LanzaTech UK’s front-end engineering design and associated project development activities for the UK Authority to achieve a final investment decision for a proposed facility in Port Talbot, South Wales, United Kingdom.

The grant was awarded to fund LanzaTech

UK’s front-end engineering design and associated project development activities for the UK Authority to achieve a final investment decision for a proposed facility in Port Talbot, South Wales, United Kingdom.

The proposed facility would use LanzaTech’s process technology to convert a variety of waste sources into waste-based low-carbon ethanol.

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Following the completion of the Business Combination, Brookfield may, at any time at its option, convert all or a portion of the Initial Purchase Amount less any amount that has already been converted or repaid (the “Purchase Amount”) into shares of the common stock.

The number of shares into which the Purchase Amount and the Non-Repayable Amount (as defined below) are convertible is determined by dividing such amount by the price per share paid by the PIPE Investors ($10.00).

The number of shares into which the Purchase Amount and the

Non-Repayable Amount (as defined below) are convertible is determined by dividing such amount by the price per share paid by the PIPE Investors ($10.00).

On the fifth anniversary of the Brookfield SAFE, we will repay in cash any remaining unconverted portion of the Initial Purchase Amount (the “Remaining Amount”), plus interest in the high single digits, compounded annually.

For each $50,000,000 of aggregate equity funding required for qualifying projects acquired by Brookfield in accordance with the Brookfield Framework Agreement, the Remaining Amount would be reduced by $5,000,000 (such reduction, the “Non-Repayable Amount”).

Equity funding for any one or more projects in excess of $50,000,000 in the aggregate will be counted towards the next $50,000,000 of equity funding required for qualifying projects.

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IndianOil agreed to purchase design and engineering services, proprietary microbes and trace media mix from us to facilitate the construction and operation of the first IndianOil plant.

Additionally, we agreed to provide IndianOil with terms for commercial deployment of our waste gas to ethanol process that are at least as favorable as those that we may grant to third parties (other than parties in which we have ownership or co-development projects we may undertake with third parties) in addition to an exclusivity period during which we have agreed to engage IndianOil as our engineering partner for commercial plants developed by third parties using the oil refinery technology we licensed to IndianOil.

parties using the oil refinery technology we licensed to IndianOil.

The IndianOil Letter Agreement terminates on December 4, 2027, unless earlier terminated by mutual agreement.

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Suncor paid us an initial license fee of $5 million Canadian and has agreed to pay us a royalty of up to 10% of net revenue from excess ethanol produced at the first four commercial facilities developed under our joint development plans with Suncor above a certain daily quota and on all ethanol produced at additional facilities developed under our joint development plans with Suncor.

Alternatively, Suncor may pay a one-time royalty fee for

any licensed facility, which would be calculated based on the potential capacity of such facility.

Alternatively, Suncor may pay a one-time royalty fee for any licensed facility, which would be calculated based on the potential capacity of such facility.

As of the date of this Annual Report, we have not received any royalty payments under the Suncor License Agreement.

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These include existing coverage under the European Union Emission Trading System, the California cap and trade scheme, India’s Performance, Achieve and Trade scheme, South Africa’s Trade Exposure and Greenhouse Gas Benchmark Regulations, the Tokyo Cap-and-Trade Program, China’s Emission Trading Scheme and any potential expansions of these policies or related policies.

In addition, the EPA requires mandatory reporting of GHG emissions and is regulating GHG emissions for new construction and major modifications to existing facilities.

In addition, the EPA requires mandatory

reporting of GHG emissions and is regulating GHG emissions for new construction and major modifications to existing facilities.

Increased public concern surrounding the emission of GHGs may result in more international, national, or regional requirements to reduce or mitigate the effects of GHG emissions.

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It is difficult at this time to estimate the likelihood of passage, or predict the potential impact, of any additional legislation, regulations or agreements.

Potential consequences of new obligations could include increased technology, transportation, material,

and administrative costs and may require us to make additional investments in our operations.

Potential consequences of new obligations could include increased technology, transportation, material, and administrative costs and may require us to make additional investments in our operations.

As we continue distributing our technology to our target markets, international, national, or regional government entities may seek to impose regulations or competitors may seek to influence regulations through lobbying efforts.

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All team members are trained on how these fit into our day-to-day operations with our teammates and customers.

As of February 28, 2023, we had over 390 full-time equivalent employees working for LanzaTech in the United States, China, India, the United Kingdom, the European Union and New Zealand.

As of December 31, 2023, we had over 414 full-time equivalent employees working for LanzaTech in the United States, China, India, the United Kingdom, the European Union and New Zealand.

None of our employees has engaged in any labor strikes.

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We consider our relationship with our employees to be positive and have not experienced any major labor disputes.

Available Information

LanzaTech’s internet address is www.lanzatech.com.

Information contained on this website is not a part of this report.

LanzaTech makes available through this address, free of charge, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such material is electronically filed, or furnished to, the SEC.

LanzaTech’s global headquarters and R&D center are co-located at the Illinois Science + Technology Park research campus in Skokie, Illinois.

The facility houses LanzaTech’s state-of-the-art laboratories dedicated to synthetic biology, product synthesis, and analytics.

In addition to its R&D center, the LanzaTech Freedom Pines Biorefinery located in Soperton, Georgia is used for scaling up and production.

The site includes multiple >100 L gas fermentation systems

emulating commercial designs and supporting laboratory facilities and is also the site of LanzaTech’s scale up of the ATJ process.

Company Website and Available Information

LanzaTech's website address is www.lanzatech.com.

We use our website as a channel of distribution for company, financial and other information.

Our website also includes information about our corporate governance.

We intend to post on our website any amendment or waiver of the Code of Business Ethics with respect to a member of our Board or any of the executive officers named in our proxy statement.

Information contained on our website is not part of this report.

On the Investor Relations page on our website, we make available our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”).

The SEC maintains www.sec.gov, containing annual, quarterly and current reports, proxy statements and other information we file electronically with the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business