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Item 8. Financial Statements and Supplementary Data

2025-04-15 compared with 2024-02-29 · 568 added, 600 removed, 768 unchanged (60% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB Firm ID # 34 )

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

C onsolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operat ions and Comprehensi ve Loss for the Years Ended December 31, 2023 and 2022

Consolida ted Statements of Changes in Redeemable Preferred Stock and Shareholders ’ Equity/ Deficit for the Years Ended December 31, 2023 and 2022

C onsolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

Notes to Con solidated Financial Statements

Consolidated Balance Sheets as of December 31 , 2024 and December 31, 2023

Consolidated Statements of Operations and Comprehensive Loss for the Years E nded December 31, 2024 and 2023

Consolidated Statements of Changes in Redeemable Preferred Stock and Shareholders’ Equity/ Deficit for the Years E nded December 31, 2024 and 2023

C onsolidated Statements of Cash Flows for the Years E nded December 31, 2024 and 2023

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

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We have audited the accompanying consolidated balance sheets of LanzaTech Global, Inc.

and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, the consolidated statement of cash flows, and the consolidated statements of changes in redeemable convertible preferred stock and shareholders' equity (deficit), for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in redeemable convertible preferred stock and shareholders' equity (deficit), and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 29, 2024, expressed an adverse opinion on the Company's internal control over financial reporting because of material weaknesses.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 2.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition – Identification and evaluation of relevant terms and conditions in new or amended contracts with customers and application to such contracts of Accounting Standards Codification (ASC) Topic 606 – Revenue From Contracts With Customers (ASC 606) - Refer to Notes 2 and 5 to the financial statements

Topic 606 – Revenue From Contracts With Customers (ASC 606) - Refer to Notes 2 and 5 to the financial statements

Description of Critical Audit Matter

The Company earns revenue from the sale of a variety of products and services to its customers including services related to biorefining which includes feasibility studies and basic engineering design of commercial plants, licensing of technologies and sales of biocatalysts.

The other two revenue streams are:

(1) joint development and contract research activities to develop and optimize novel biocatalysts, related processes and technologies, and (2) supply of chemical building blocks for sustainable products produced using the Company’s proprietary technologies (referred to as CarbonSmart).

The terms and conditions of the Company’s contracts with its customers vary and assessing the accounting impact of the terms and conditions of each individual contract requires judgment as contracts may contain provisions unique to that

We identified our assessment of the Company’s identification and evaluation of relevant contract terms and conditions and application of ASC 606 to new or amended contracts with customers as a critical audit matter because it required significant audit effort and auditor judgment.

The Company earns revenue from the sale of a variety of products and services to its customers including feasibility studies, basic engineering and design services, licensing of technologies, joint development and contract research activities, biocatalysts, and CarbonSmart ethanol.

The terms and conditions of the Company’s contracts with its customers vary and assessing the accounting impact of the terms and conditions of each individual contract involves a significant amount of complexity and requires a high degree of judgement as contracts may contain provisions unique to each arrangement.

We determined our assessment of the Company’s identification and evaluation of relevant contract terms and conditions and application of ASC 606 to new or amended contracts was a critical audit matter because it required significant audit effort and auditor judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s conclusions on the identification and evaluation of relevant contract terms and conditions and the appropriate application of ASC 606 to new or amended contracts with customers included the following, among others:

– We obtained new or amended contracts with customers and performed the following procedures, among others:

– Inspected the terms and conditions contained in the contract and supporting documents and, where necessary, confirmed the terms of the contract directly with the customer.

– For certain new or amended contracts, assessed the Company’s application of ASC 606 by:

– We obtained a selection of new or amended contracts with customers and performed the following procedures, among others:

– Inspected the terms and conditions contained in the contract and supporting documents.

– For new or amended contracts, assessed the Company’s application of ASC 606 by:

– Evaluating the Company’s identification of the performance obligation or obligations in the contract.

– Evaluating the Company’s conclusions regarding the timing of recognizing revenue in accordance with ASC 606.

Accounting for the Forward Purchase Agreement (FPA) Put Option - Refer to Notes 2 and 9 to the financial statements

Description of Critical Audit Matter

On February 3, 2023, the Company entered into an FPA with Atalaya Capital Management LP (“ACM”).

The FPA Put Option, which includes both the In-substance Written Put Option and the Variable Maturity Consideration, is recorded as a derivative liability measured at fair value in the consolidated balance sheet.

The Company’s evaluation of the appropriate accounting model to apply to the FPA Put Option required significant judgment.

We determined our audit of the Company’s evaluation of the appropriate accounting model to apply to the FPA Put Option was a critical audit matter because it involved a high degree of auditor subjectivity and required significant audit effort, including the need to involve professionals in our firm with expertise in accounting for complex financial instruments.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the accounting for the FPA Put Option included the following, among others:

– With the assistance of professionals in our firm having expertise in accounting for complex financial instruments, we assessed the reasonableness of the Company’s conclusions as to the appropriate accounting for the FPA Put Option in accordance with accounting principles generally accepted in the United States by:

◦ Evaluating the Company’s identification of relevant terms and conditions of the FPA.

◦ Evaluating the Company's application of available accounting guidance to the FPA Put Option.

– We evaluated the accuracy and completeness of the disclosures related to the accounting for the FPA Put Option in the financial statements.

Brookfield SAFE Liability – Conversion to Equity Assumption– Refer to Notes 2 and 7 to the financial statements

Description of Critical Audit Matter

On October 2, 2022, the Company entered into a Simple Agreement for Future Equity (the “Brookfield SAFE Agreement”) and a framework agreement (the “Brookfield Framework Agreement”) with BGTF LT Aggregator LP (“Brookfield”).

Pursuant to the Brookfield SAFE Agreement, the Company received $50 million (the “Initial Purchase Amount”) which is repayable in cash, plus interest of 8% per annum, on the fifth anniversary of the Brookfield Safe Agreement.

The Company accounts for the Brookfield SAFE liability at fair value which was $25.2 million as of December 31, 2023.

Pursuant to the Brookfield Framework Agreement, the Company agreed to present Brookfield, on an exclusive basis, the opportunity to provide equity financing for carbon capture and transformation projects in the Company’s development pipeline once those projects meet certain defined investment criteria (“Qualified Projects”).

A key input into the valuation of the Brookfield SAFE liability is the assumption regarding the portion of the Initial Purchase Amount that will be converted to equity (and the corresponding portion of accrued interest that will be forgiven) as a result of presentation of Qualified Projects to Brookfield.

The valuation of the Brookfield SAFE liability is highly sensitive to such assumption and selection of such assumption is subjective and requires a high degree of judgment by management of the Company.

On October 2, 2022, the Company entered into a framework agreement (the “Brookfield Framework Agreement”) and a Simple Agreement for Future Equity (the “Brookfield SAFE Agreement”).

Pursuant to the Brookfield SAFE Agreement, the Company received $50 million (the “Initial Purchase Amount”) which is repayable in cash, plus interest, on the fifth anniversary of the Brookfield SAFE Agreement.

For each $50 million of aggregate equity funding required for qualifying projects presented to Brookfield, the then-remaining amount of the Initial Purchase Amount will be reduced by $5 million and converted into LanzaTech shares at $10.00 per share.

Interest on a corresponding amount will be forgiven.

A key input into the valuation of the Brookfield SAFE liability is the assumption regarding the portion of the Initial Purchase Amount that will be converted to equity at $10.00 per share (and the corresponding portion of accrued

interest that will be forgiven) as a result of presentation of Qualifying Projects to Brookfield.

The valuation of the Brookfield SAFE liability is highly sensitive to such assumption and selection of the assumption is subjective and requires a high degree of judgment by management of the Company.

We identified the valuation of the Brookfield SAFE Liability as a critical audit matter because its value is highly sensitive to changes in the assumption regarding the portion of the Initial Purchase Amount that will be converted to equity (and the corresponding portion of accrued interest that will be forgiven).

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How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the valuation of the Brookfield SAFE liability included the following, among others:

We assessed the reasonableness of the Company’s conclusions related to the valuation of the Brookfield SAFE liability by performing audit procedures which included the following, among others:

– We inspected the Brookfield Framework Agreement and obtained an understanding of its key terms, including the investment criteria that need to be met for a project to be considered a Qualifying Project.

– We inspected the Company’s project development pipeline to assess the nature and quantity of projects that could be developed into Qualifying Projects.

– We made selections of projects from the project development pipeline and made inquiries of project managers to understand the status of the project relative to meeting the investment criteria and evaluated the reasonableness of the Company’s assessment of the probability the selected project will become a Qualifying Project prior to the fifth anniversary of the Brookfield SAFE Agreement.

– We performed a lookback analysis on the status of the projects included in the project development pipeline to evaluate for management bias in developing its assumption.

– We made selections of projects from the project development pipeline and made inquiries of management to understand the status of the project relative to meeting the investment criteria and evaluated the reasonableness of the Company’s assessment of the probability the selected project will become a Qualifying Project prior to the fifth anniversary of the Brookfield SAFE Agreement.

– We performed a retrospective review on the status of the projects included in the project development pipeline to evaluate for management bias in developing its assumption.

/s/ Deloitte & Touche LLP

February 29, 2024

April 15, 2025

We have served as the Company's auditor since 2021.

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

To the shareholders and the Board of Directors of LanzaTech Global, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of LanzaTech Global, Inc.

and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, because of the effect of the material weaknesses identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 29, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management's assessment:

• The Company has not effectively designed and implemented internal controls related to accounting for complex transactions and estimates requiring significant judgment.

• The Company’s controls over revenue recognition were not designed and operating at the appropriate level of precision to address the complexity inherent in their revenue cycle.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2023, of the Company, and this report does not affect our report on such financial statements.

/s/ Deloitte & Touche LLP

February 29, 2024

LANZATECH GLOBAL, INC.

CONSOLIDATED BALANCE SHEETS

December 31, 2023 December 31, 2022

(in thousands, except share and per share data)

Current assets:

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Total assets $ 174,683 $ 241,624

Liabilities, Contingently Redeemable Preferred Stock, and Shareholders’ Deficit

Liabilities and Shareholders’ Equity

Current liabilities:

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Other accrued liabilities 8,876 7,316

AM SAFE liability — 28,986

Warrants 3,531 7,614

Fixed Maturity Consideration and current FPA Put Option liability 4,123 —

Contract liabilities 6,168 3,198

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Brookfield SAFE liability 13,223 25,150

Convertible Note 51,112 —

Other long-term liabilities 587 1,421

Total liabilities 161,236 127,153

Contingently Redeemable Preferred Stock

Redeemable convertible preferred stock, $ 0.0001 par value;

20,000,000 and 130,133,670 shares authorized, — and 129,148,393 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

Shareholders’ Deficit

Common stock, $ 0.0001 par value;

400,000,000 and 158,918,093 shares authorized, 196,642,451 and 10,422,051 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

Shareholders’ Equity

Common stock, $ 0.0001 par value, 600,000,000 and 400,000,000 shares authorized;

194,915,711 and 196,642,451 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively

Additional paid-in capital 981,638 943,960

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Accumulated deficit ( 969,603 ) ( 831,872 )

Total shareholders’ equity (deficit) $ 114,471 $ ( 428,722 )

Total liabilities, contingently redeemable preferred stock, and shareholders' equity $ 241,624 $ 176,856

Total shareholders’ equity $ 13,447 $ 114,471

Total liabilities and shareholders' equity $ 174,683 $ 241,624

See the accompanying Notes to the Consolidated Financial Statements.

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COMPREHENSIVE LOSS

Year Ended December 31,

Revenue from contracts with customers and grants

$ 45,953 $ 27,798

Revenue from sales of CarbonSmart products

Revenue from collaborative arrangements 5,529 2,575

Revenue from related party transactions 5,812 2,970

Total revenue 62,631 37,343

Cost and operating expenses:

Cost of revenue from contracts with customers and grants (exclusive of depreciation shown below)

( 37,653 ) ( 22,912 )

Cost of revenue from sales of CarbonSmart products (exclusive of depreciation shown below)

(in thousands, except share and per share data)

Years Ended December 31,

Contracts with customers and grants $ 22,995 $ 45,953

CarbonSmart product sales 7,943 5,337

Collaborative arrangements 5,573 5,529

Related party transactions 13,081 5,812

Total revenues 49,592 62,631

Costs and operating expenses:

Contracts with customers and grants (1)

15,341 37,653

Cost of revenue from collaborative arrangements (exclusive of depreciation shown below) ( 2,265 ) ( 1,250 )

Cost of revenue from related party transactions (exclusive of depreciation shown below) ( 172 ) ( 477 )

CarbonSmart product sales (1)

Collaborative arrangements (1)

Related party transactions (1)

Research and development expense 77,007 68,142

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Total other expense, net ( 14,564 ) ( 24,816 )

( 24,816 ) ( 2,749 )

Loss before income taxes ( 123,497 ) ( 131,196 )

Income tax expense — —

(Loss) gain from equity method investees, net

( 2,902 ) 1,992

Loss from equity method investees, net ( 14,234 ) ( 2,902 )

Net loss $ ( 137,731 ) $ ( 134,098 )

Other comprehensive loss:

Changes in credit risk of fair value instruments

Foreign currency translation adjustments 124 ( 376 )

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Weighted-average number of common shares outstanding - basic and diluted 197,579,945 176,023,219

(1) exclusive of depreciation

See the accompanying Notes to the Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY/ DEFICIT

Redeemable Convertible Preferred Stock Common Stock Outstanding Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Shareholders' Equity / (Deficit)

Shares Amount Shares Amount

(in thousands, except share data)

Common Stock Outstanding Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Shareholders' Equity

Shares Amount

Balance as of December 31, 2023 196,642,451 $ 19 $ 943,960 $ ( 831,872 ) $ 2,364 $ 114,471

Retroactive application of recapitalization 99,626,583 — 8,039,693 1 ( 1 ) — — —

Adjusted balance, beginning of period 129,148,393 480,631 10,422,051 1 24,782 ( 456,245 ) 2,740 ( 428,722 )

Stock-based compensation expense — — 13,342 — — 13,342

RSA vesting — — 2,535,825 — — — — —

Repurchase of equity instruments — — ( 771,141 ) — ( 7,650 ) — — ( 7,650 )

Net loss — — — ( 137,731 ) — ( 137,731 )

Issuance of common stock upon exercise of options — — 1,661,698 — 2,550 — — 2,550

Exercise of a warrant, Series C and D Preferred Stock 594,309 5,890 — — — — — —

In-kind payment of preferred dividend — 241,529 — — — ( 241,529 ) — ( 241,529 )

Conversion of preferred stock into common stock ( 129,742,702 ) ( 728,050 ) 153,895,644 15 728,035 — — 728,050

Recapitalization, net of transaction expenses (Note 3) — — 28,898,374 3 236,970 — — 236,973

Forward Purchase Agreement prepayment — — — — ( 60,547 ) — — ( 60,547 )

Reclassification of warrants to equity — — — — 4,863 — — 4,863

Forward Purchase Agreement Settlement — — 24,084 — — 24,084

Issuance of common stock upon exercise of options and vesting of RSUs 1,199,774 — 300 — — 300

Repurchase of equity instruments — — ( 48 ) — — ( 48 )

Treasury Shares ( 2,926,514 ) — — — — —

Other comprehensive income, net — — — — ( 1,096 ) ( 1,096 )

Foreign currency translation — — — — 125 125

Balance as of December 31, 2024 194,915,711 $ 19 $ 981,638 $ ( 969,603 ) $ 1,393 $ 13,447

See the accompanying Notes to the Consolidated Financial Statements.

LANZATECH GLOBAL, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY/ DEFICIT

Redeemable Convertible Preferred Stock Common Stock Outstanding Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Shareholders' Equity / (Deficit)

(in thousands, except share data)

Redeemable Convertible Preferred Stock Common Stock Outstanding Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Shareholders' Equity

Shares Amount Shares Amount

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Share-based compensation expense — — — — 14,957 — — 14,957

RSA vesting — — 2,535,825 — — — — —

Repurchase of equity instruments — — ( 771,141 ) — ( 7,650 ) — — ( 7,650 )

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Issuance of common stock upon exercise of options — — 1,661,698 — 2,550 — — 2,550

Transfer from foreign currency translation to investment — — — — — — 928 928

Exercise of a warrant, Series C and D Preferred Stock 594,309 5,890 — — — — — —

In-kind payment of preferred dividend — 241,529 — — — ( 241,529 ) — ( 241,529 )

Conversion of preferred stock into common stock ( 129,742,702 ) ( 728,050 ) 153,895,644 15 728,035 — — 728,050

Recapitalization, net of transaction expenses (Note 3) — — 28,898,374 3 236,970 — — 236,973

Forward Purchase Agreement prepayment — — — — ( 60,547 ) — — ( 60,547 )

Reclassification of warrants to equity — — — — 4,863 — — 4,863

Foreign currency translation — — — — — — ( 376 ) ( 376 )

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31,

(in thousands)

Years Ended December 31,

Cash Flows From Operating Activities:

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Share-based compensation expense 13,208 15,199

(Gain) loss on change in fair value of SAFE and warrant liabilities

( 14,471 ) 1,949

Gain on change in fair value of SAFE and warrant liabilities ( 17,887 ) ( 14,471 )

Loss on change in fair value of the FPA Put Option and the Fixed Maturity Consideration liabilities 23,510 44,300

Provision for losses on trade and other receivables 700 —

Loss on change in fair value of Convertible Note

Provisions for losses on trade and other receivables, net of recoveries

Depreciation of property, plant and equipment 5,592 5,452

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Non-cash recognition of licensing revenue ( 11,532 ) ( 1,805 )

Loss (gain) from equity method investees, net 2,902 ( 1,992 )

Gain from disposal of property, plant and equipment

Net foreign exchange loss

Loss from equity method investees, net 14,234 2,902

Gain from disposal of PPE

Unrealized (Gain)/loss on net foreign exchange

Changes in operating assets and liabilities:

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Origination of related party loan — ( 5,212 )

Net cash used in investing activities $ ( 57,911 ) $ ( 10,686 )

Net cash provided by/(used in) investing activities 28,352 ( 57,911 )

Cash Flows From Financing Activities:

Proceeds from issue of equity instruments of the Company — 1,194

Proceeds from the Business Combination and PIPE, net of transaction expenses (Note 3) — 213,381

Forward Purchase Agreement prepayment ( 60,096 )

FPA prepayment — ( 60,096 )

Proceeds from exercise of options 300 2,550

Proceeds from issue of SAFE and warrant instruments

Repurchase of equity instruments of the Company ( 48 ) ( 7,650 )

Settlement of FPA ( 10,039 ) —

Proceeds from issuance of Convertible Note, net 40,000 —

Net cash provided by financing activities 30,213 148,185

Effects of currency translation on cash, cash equivalents and restricted cash

( 52 ) ( 404 )

Net decrease in cash, cash equivalents and restricted cash

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Cash, cash equivalents and restricted cash at beginning of period 76,284 83,710

Effects of currency translation on cash, cash equivalents and restricted cash ( 404 ) ( 178 )

Cash, cash equivalents and restricted cash at end of period $ 45,737 $ 76,284

LANZATECH GLOBAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Supplemental disclosure of non-cash investing and financing activities:

Acquisition of property, plant and equipment under accounts payable $ 132 $ 279

Receipt of common shares as payment for option exercises

Right-of-use asset additions 10,194 12,866

Non-cash partial reversal of FPA upon settlement 24,084 —

Third-party issuance costs for the Convertible Note 3,169 —

Reclassification of capitalized costs related to the business combination to equity — 1,514

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preferred stock and in-kind dividend into common stock — 722,160

Reclassification of Shortfall warrant to equity 3,063 —

LANZATECH GLOBAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Reclassification of FPA Warrants to equity $ — $ 3,063

See the accompanying Notes to the Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Description of the Business

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a Delaware corporation and a wholly owned subsidiary of AMCI (“Merger Sub”).

On February 8, 2023, Legacy LanzaTech completed its business combination with AMCI by which the Merger Sub merged with and into Legacy LanzaTech, with Legacy LanzaTech continuing as the surviving corporation and as a wholly owned subsidiary of AMCI (the “Business Combination”).

On February 8, 2023, Legacy LanzaTech completed its business combination with AMCI by which Merger Sub merged with and into Legacy LanzaTech, with Legacy LanzaTech continuing as the surviving corporation and as a wholly owned subsidiary of AMCI (the “Business Combination”).

The reporting entity is LanzaTech Global, Inc.

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For more information on the Business Combination, see Note 3 - Reverse Recapitalization .

The Company is headquartered in Skokie, Illinois.

The Company is headquartered in Skokie, Illinois, USA.

The Company is a nature-based carbon refining company that transforms waste carbon into the chemical building blocks for consumer goods such as sustainable fuels, fabrics, and packaging that people use in their daily lives.

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The Company also purchases low carbon chemicals produced at customer facilities employing the Company’s technology and sells it under the brand name CarbonSmart.

We have also been developing the capabilities to produce single cell protein as a primary product from our gas fermentation platform.

As of December 31, 2023, licensees of the Company’s technology operate four commercial-scale waste-to-gas ethanol plants in China, one plant in India, and one plant in Belgium with others currently in development in various countries, compared to three commercial scale waste-to-gas ethanol plants in China as of December 31, 2022.

The Company has also been developing the capabilities to produce single cell protein as a primary product from its gas fermentation platform.

As of December 31, 2024, licensees of the Company’s technology operated four commercial-scale ethanol plants in China, one plant in Belgium, one in the commissioning phase in India, with others currently in development in various countries.

As a result of the Business Combination, the Company’s common stock trades under the ticker symbol “LNZA” and its Public Warrants trade under the ticker symbol “LNZAW” on the Nasdaq Stock Market.

Prior to the consummation of the Business Combination, the Company’s common shares were listed on Nasdaq Stock Market under the symbol “AMCI” and the Public Warrants were listed on the Nasdaq Stock Market under the symbol “AMCI-W”.

Public Warrants are defined and further described in Note 9 - Forward Purchase Agreement .

Unless otherwise indicated, amounts in these financial statements are presented in thousands, except for share and per share amounts.

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Basis of Presentation and Principles of Consolidation

The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).

The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).

The consolidated financial statements include the accounts of LanzaTech Global, Inc.

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All intercompany transactions and balances have been eliminated in consolidation.

Following the consummation of the Business Combination LanzaTech was a “smaller reporting company” or “SRC” as defined in Item 10(f)(1) of Regulation S-K.

For the year ended December 31, 2023, LanzaTech had revenues of less than $100 million and as of the last business day of the Company’s second fiscal quarter in 2024 (the “Measurement Date”), the market value of its common stock that was held by non-affiliates (i.e.

public float) was below $560 million.

As a result, LanzaTech qualified as a “smaller reporting company” or “SRC” on the Measurement Date, as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

The market value of LanzaTech’s common stock that was held by non-affiliates (i.e.

public float) exceeded $700 million as of the last business day of the Company’s 2023 second fiscal quarter (the measurement date).

As a result, LanzaTech no longer qualified as a SRC as of the measurement date.

LanzaTech has elected to continue using the scaled disclosures permitted for SRCs in this annual report, and will begin providing non-scaled larger company disclosures in the Form 10-Q as of and for the period ended March 31, 2024.

The Business Combination is accounted for as a reverse recapitalization as Legacy LanzaTech was determined to be the accounting acquirer under Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”) based on the evaluation of the following facts and circumstances:

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For more information on the Business Combination, see Note 3 - Reverse Recapitalization .

The Company has reclassified its warrants on preferred shares, for $ 2,119 as of December 31, 2022, from Other accrued liabilities to Warrants on the consolidated balance sheet to conform with current period presentation.

Revision of previously issued financial statements

The Forward Purchase Agreement prepayment is presented as a cash outflow from financing activities within the consolidated statement of cash flows for the year ended December 31, 2023.

In the Company’s quarterly reports for the year-to-date periods ended March 31, 2023, June 30, 2023, and September 30, 2023, it was classified as a cash outflow from investing activities.

During Q4 2023, the company identified the error and updated the presentation in the annual financial statements.

The Company will revise this presentation in the 2023 comparative periods presented in its quarterly reports for the year-to-date periods ended March 31, 2024, June 30, 2024, and September 30, 2024 filed for the quarters.

The Company has determined the incorrect classification was not material to the respective quarterly reports.

Variable Interest Entity (“VIE”)

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The Company’s variable interest arises from contractual, ownership or other monetary interests in the entity, which changes with fluctuations in the fair value of the entity’s net assets.

A VIE is consolidated by its primary beneficiary, the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance, and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.

A VIE is consolidated by its primary beneficiary, the party that has both the power to direct the activities that most significantly impact the VIEs economic performance, and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.

The Company consolidates a VIE when the Company is deemed to be the primary beneficiary.

The Company assesses whether or not the Company is the primary beneficiary of a VIE on an ongoing basis.

If the Company is not deemed to be the primary beneficiary in a VIE, the Company accounts for the investment or other variable interests in a VIE in accordance with applicable US GAAP.

If the Company is not deemed to be the primary beneficiary in a VIE, the Company accounts for the investment or other variable interests in a VIE in accordance with applicable GAAP.

The Company holds interests in certain VIEs for which it has been determined the Company is not the primary beneficiary.

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Going Concern

The accompanying consolidated financial statements of the Company have been prepared in accordance with US GAAP and assuming the Company will continue as a going concern.

The accompanying consolidated financial statements of the Company have been prepared in accordance with GAAP and assume the Company will continue as a going concern.

The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

The Company had cash and cash equivalents of $ 75,585 , short and long-term held-to-maturity debt investments of $ 45,159 and an accumulated deficit of $( 831,872 ) as of December 31, 2023 and cash outflows from operations of $( 97,296 ) and a net loss of $( 134,098 ) for the twelve months ended December 31, 2023.

As a result of the Business Combination described in Note 1 closing on February 8, 2023, the Company received $ 153,285 , which represents the proceeds from the Business Combination received net of (1) transaction expenses, (2) the PIPE investment and (3) the amount paid to ACM ARRT H LLC (“ACM”) and Vellar Opportunity Fund SPV LLC - Series 10 (“Vellar”) in relation to the Forward Purchase Agreement (see below).

The Company has historically funded its operations through debt financing and issuances of equity securities.

Based on the Company’s financial position as of the date the consolidated financial statements were issued, the Company projects that it will be able to cover its liquidity needs for the next twelve months.

The Company has recurring net losses and anticipates continuing to incur losses.

The Company had cash and cash equivalents of $ 43,499 , short-term held-to-maturity debt securities of $ 12,374 and accumulated deficit of $( 969,603 ) as of December 31, 2024, along with cash outflows from operations of $( 89,060 ) and net loss of $( 137,731 ) for the year ended December 31, 2024.

The Company has historically funded its operations through the Business Combination, issuances of equity securities, debt financing, as well as from revenue generating activities with commercial and governmental entities.

In light of the Company’s projected capital expenditure and operating requirements under its current business plan, the Company is projecting that its existing cash and short-term held-to-maturity debt securities will not be sufficient to fund its operations through the next twelve months from the date of issuance of these consolidated financial statements.

These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is focusing on streamlining its business priorities, taking actions to reduce its cost structure and evaluating other liquidity enhancing initiatives, including pursuing capital raising, partnership or asset-related opportunities, and other strategic options.

In accordance with Accounting Standards Update ("ASU") No.

2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40),” management has evaluated in aggregate the conditions and events that raise substantial doubt regarding the Company’s ability to continue as a going concern through the next twelve months from the date of issuance of these consolidated financial statements and has determined that the Company’s ability to continue as a going concern is dependent on its ability to execute its business plan, raise significant amounts of additional capital and/or implement other strategic options.

On April 3, 2025, the Board of Directors of the Company (the “Board”) received a preliminary, nonbinding proposal from Carbon Direct Capital Management LLC (“Carbon Direct Capital”) to acquire all of the outstanding shares of the Company’s common stock for $ 0.02 per share (the “Take-Private Proposal”).

Carbon Direct Capital is the holder of the Company’s outstanding $ 40,150 Convertible Note, excluding payment-in-kind interest from the issue date, which upon

conversion, would entitle it to receive shares of common stock representing approximately 14.6 % of the Company’s common stock based on the total number of shares of common stock of the Company outstanding on April 10, 2025.

The Strategic Committee of the Board is currently reviewing, evaluating and negotiating the Take-Private Proposal in consultation with the Company’s financial advisor and legal counsel.

The Company is actively pursuing the above actions.

However, because certain of the actions described above are subject to market and other conditions not within the Company’s control, management has concluded that these plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.

Significant estimates include fair value of equity awards granted to both employees and non-employees, valuation of common stock prior to the close of the Business Combination, revenue recognized over time, AM SAFE and Brookfield SAFE obligations, AM SAFE warrants, the Forward Purchase Agreement and the Private Placement Warrants.

The Company uses the percentage of completion for the input method to recognize revenue over time for certain contracts with customers.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.

Significant estimates include the fair value of equity awards granted to both employees and non-employees, valuation of common stock prior to the close of the Business Combination, revenue recognized over time, and Brookfield SAFE obligations, the FPA, the Convertible Note and the Private Placement Warrants.

The Company recognizes revenue over time for certain contracts using the percentage of completion method based an input measure.

Under the input method, the Company exercises judgment and estimation when selecting the most indicative measure of such performance.

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Segment Information

The Company operates as one operating segment.

Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance.

While the Company offers a variety of services and operates in multiple countries, the Company’s business operates in one operating segment because most of the Company’s service offerings are delivered and supported on a global basis, most of the Company’s service offerings are deployed in a similar way, and the Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis.

There are no segment managers who are held accountable by the CODM, or anyone else, for operations, operating results, and planning for components below the consolidated level.

Accordingly, the Company has determined that it has a single reportable and operating segment.

See Note 5 - Revenues , for disaggregation of the Company’s revenues by customer location and contract type.

The Company operates as one operating segment as determined in accordance with ASC Topic 280, Segment Reporting.

The determination of the Company’s reportable segment is based on the fact that its chief operating decision maker (CODM), identified as the Chief Executive Officer (“CEO”) reviews financial performance and allocates resources at the consolidated level.

See Note 16 - Segment for further details.

Foreign Currencies

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The Company is required to maintain a cash deposit with a bank which consists of collateral on certain travel and expense programs maintained by the bank.

The following represents a reconciliation of Cash and cash equivalents in the

consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statements of cash flows as of December 31, 2023 and December 31, 2022.

December 31, 2023 December 31, 2022

The following represents a reconciliation of cash and cash equivalents in the consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statements of cash flows as of December 31, 2024 and December 31, 2023.

Cash and cash equivalents $ 43,499 $ 75,585

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The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of customers, unusual macroeconomic conditions, and historical experience.

As of December 31, 2023 and December 31, 2022, the Company recognized an allowance for doubtful accounts of $ 1,751 and $ 1,051 , respectively.

As of December 31, 2024 and December 31, 2023, the Company had a balance for doubtful accounts of $ 955 and $ 1,751 , respectively.

Other Current Assets

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Management develops the assumptions used in the recoverability assessment based on active contracts as well as information received from third-party industry sources.

The Company did not record an impairment during the years ended December 31, 2023 and 2022.

The Company did not record an impairment for years ended December 31, 2024 and 2023.

Equity Method Investments

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Gain or loss from equity method investees, net, represents the Company’s proportionate share of net income or loss of its equity method investees and any gains or losses resulting from transactions in the investee's equity.

Our equity method investment is assessed for impairment whenever changes in the facts and circumstances indicate a loss in value may have occurred.

The Company’s equity method investment is assessed for impairment whenever changes in the facts and circumstances indicate a loss in value may have occurred.

When a loss is deemed to have occurred and is other than temporary, the carrying value of the equity method investment is written down to fair value.

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Investments in entities over which the Company has neither significant influence, nor control, are accounted for as equity security investments.

For investments where the fair value is not readily determinable, the Company will account for its investment using the alternative measurement principals as permitted under Accounting Standards Codification ("ASC") 321, Investments — Equity Securities .

Subsequently, under the alternative measurement method, the Company will adjust the carrying value for observable changes in price and will reassess whether its investment continues to qualify for such method.

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The changes in value and impairment charges (if any), are recorded in Other expense, net in the consolidated statements of operations and comprehensive loss.

ArcelorMittal Simple Agreement for Future Equity ("AM SAFE")

In December 2021, the Company issued a SAFE that allowed an investor to participate in future equity financings through a share-settled redemption of the amount invested (such notional being the “invested amount”).

The Company determined that the AM SAFE was not legal form debt (i.e., no creditors’ rights).

The AM SAFE includes a provision allowing for cash redemption upon the occurrence of a change of control, the occurrence of which is outside the control of the Company.

Therefore, the AM SAFE was classified as mark-to-market liability pursuant to ASC 480, Distinguishing Liability from Equity ("ASC 480") as of December 31, 2022.

On the Closing Date of the Business Combination, the AM SAFE converted into 3,000,000 shares of common stock.

The AM SAFE was adjusted to its fair value on the Closing Date prior to settlement.

Brookfield SAFE

On October 2, 2022, the Company entered into a SAFE with Brookfield (the "Brookfield SAFE").

Under the Brookfield SAFE, the Company agreed to issue to Brookfield the right to certain shares of its capital stock, in exchange for the payment of $ 50,000 (the “Initial Purchase Amount”).

The Brookfield SAFE is legal form debt.

Management has elected to apply the Fair Value Option ("FVO") under ASC 825, Financial Instruments .

As the Brookfield SAFE is accounted for under the FVO, the Brookfield SAFE is classified as mark-to-market liability.

Investment securities

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HTM debt securities are carried at amortized cost, which is original cost net of periodic principal repayments and amortization of premiums and accretion of discounts.

Accrued interest receivable is recorded within trade and other

receivables, net of allowance on the consolidated balance sheets.

Accrued interest receivable is recorded within trade and other receivables, net of allowance on the consolidated balance sheets.

Amortization of premiums and accretion of discounts are computed using the contractual level-yield method (contractual interest method), adjusted for actual prepayments.

The contractual interest method recognizes the income effects of premiums and discounts over the contractual life of the securities based on the actual behavior of the underlying assets, including adjustments for actual prepayment activities, and reflects the contractual terms of the securities without regard to changes in estimated prepayments based on assumptions about future borrower behavior.

Held-to-maturity securities are evaluated individually on a quarterly basis for expected credit losses.

HTM securities are evaluated individually on a quarterly basis for expected credit losses.

If applicable, an allowance for credit losses is recorded with a corresponding credit loss expense (or reversal of credit loss expense).

The allowance for credit losses excludes uncollectible accrued interest receivable, which is measured separately.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”).

Brookfield SAFE

On October 2, 2022, the Company entered into a Simple Agreement for Future Equity (“SAFE”) with Brookfield (the “Brookfield SAFE”).

Under the Brookfield SAFE, the Company agreed to issue to Brookfield the right to certain shares of its capital stock, in exchange for the payment of $ 50,000 (the “Initial Purchase Amount”).

The Brookfield SAFE is legal form debt.

As a result of the Business Combination, the Brookfield SAFE can be converted into a maximum number of shares of 5,000,000 .

Management has elected to apply the Fair Value Option (“FVO”) under ASC 825, Financial Instruments .

As the Brookfield SAFE is accounted for under the FVO, the Brookfield SAFE is classified as mark-to-market liability.

On February 14, 2025, the Company and Brookfield terminated the Brookfield SAFE and all rights and obligations and concurrently entered into a Loan Agreement as defined in Note 19 - Subsequent Events.

The Company accounts f or its warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”).

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815-40, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification.

The Company has the following warrants (further described hereunder):

Public Warrants and Private Placement Warrants classified as liability (see Note 10 - Fair Value ) and the FPA Warrants classified as equity.

As part of AMCI’s initial public offering (“IPO”), AMCI issued warrants to third-party investors.

Each public warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $ 11.50 per share (the “Public Warrants”).

Simultaneously with the closing of the IPO, AMCI completed the private sale of warrants.

Each private sale warrant allows the holder to purchase one share of the Company’s common stock at $ 11.50 per share.

Additionally, prior to the consummation of the Business Combination, AMCI issued warrants for the settlement of a working capital loan.

The working capital warrants have the same terms as the private sale of warrants issued at the IPO.

Warrants sold in the private sale at the IPO and the warrants issued to convert the working capital loan are collectively referred to as the “Private Placement Warrants”.

On the Closing Date and as of December 31, 2024, 7,499,924 Public Warrants and 4,774,276 Private Placement Warrants remained outstanding.

On March 27, 2023, the Company issued an aggregate of 2,073,486 warrants to ACM and 2,010,000 warrants to Vellar pursuant to the Forward Purchase Agreement (collectively, the “FPA Warrants”) (see Note 9 - Forward Purchase Agreement, Note 17 - Commitments and Contingencies and Note 19 - Subsequent Events for additional information).

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded at fair value as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and adjusted to the current fair value at each balance sheet date thereafter.

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in Other expense, net on the consolidated statements of operations and comprehensive loss (see Note 8 - Warrants ).

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in Other expense, net on the consolidated statements of operations and comprehensive loss .

Forward Purchase Agreement

On February 3, 2023, the Company entered into a Forward Purchase Agreement (“FPA”) with ACM .

On February 3, 2023, the Company entered into a FPA with ACM .

On the same date, ACM partially assigned its rights under the FPA to Vellar.

ACM and Vellar are together referred to as the “Purchasers”.

Pursuant to the Forward Purchase Agreement, the Purchasers obtained 5,916,514 common shares (“Recycled Shares”) on the open market for $ 10.16 per share (“Redemption Price”), and such purchase price of $ 60,096 was funded by the use of AMCI trust account proceeds as a partial prepayment (“Prepayment Amount”) for the Forward Purchase Agreement redemption 3 years from the date of the Business Combination (“Maturity Date”).

The Maturity Date may be accelerated, at the Purchasers discretion, if the Company share price trades below $ 3.00 per share for any 50 trading days during a 60 day consecutive trading-day period or the Company is delisted.

Pursuant to the FPA, the Purchasers obtained 5,916,514 common shares (“Recycled Shares”) on the open market for $ 10.16 per share (“Redemption Price”), and such purchase price of $ 60,096 was funded by the use of AMCI trust account proceeds as a partial prepayment (“Prepayment Amount”) for the FPA redemption three years from the date of the Business Combination (the “FPA Maturity Date”).

The FPA Maturity Date may be accelerated, at the Purchasers discretion, if the Company share price trades below $ 3.00 per share for any 50 trading days during a 60 day consecutive trading-day period or the Company is delisted.

On any date following the Business Combination, the Purchasers also have the option to early terminate the arrangement in whole or in part by providing optional early termination notice to the Company (the “Optional Early Termination”).

For those shares early terminated (the “Terminated Shares”), the Purchasers will owe the Company an amount equal to the Terminated Shares times the Redemption Price, which may be reduced in the case of certain dilutive events (“Reset Price”).

At the Maturity Date, the Company is obligated to pay the Purchasers an amount equal to the product of (1) 7,500,000 less (b) the number of Terminated Shares multiplied by (2) $ 2.00 (the “Maturity Consideration”).

In addition to the Maturity Consideration, on the Maturity Date, the Company shall pay to the Purchasers an amount equal to the product of (x) 500,000 and (y) the Redemption Price, totaling $ 5,079 (the “Share Consideration”).

At the FPA Maturity Date, the Company is obligated to pay the Purchasers an amount equal to the product of (1) 7,500,000 less the number of Terminated Shares multiplied by (2) $ 2.00 (the “Maturity Consideration”), which under the FPA is payable at the Company’s option in cash or shares of common stock valued at the average daily VWAP Price (as defined in the FPA) over the 30 scheduled trading days ending on the FPA Maturity Date.

In addition to the Maturity Consideration, on the FPA Maturity Date, the Company is obligated to pay to the Purchasers an amount equal to the product of (x) 500,000 and (y) the Redemption Price, totaling $ 5,079 (the “Share Consideration”), which under the FPA is payable in cash.

If the Purchasers were to utilize their Optional Early Termination to terminate the FPA early in its entirety, neither the Maturity Consideration nor the Share Consideration would be due to the Purchasers.

The Purchasers’ Optional Early Termination economically results in the prepaid forward contract being akin to a written put option with the Purchaser’s right to sell all or a portion of the 5,916,514 common shares to the Company.

The Purchasers’ Optional Early Termination economically results in the prepaid forward contract being akin to a written put option with the Purchasers’ right to sell all or a portion of the 5,916,514 common shares to the Company.

The Company is entitled over the 36-month maturity period to either a return of the prepayment or the underlying shares, which the Purchasers will determine at their sole discretion.

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The initial fair value of the Fixed Maturity Consideration and subsequent changes in fair value of the Fixed Maturity Consideration are recorded within other expense, net on the consolidated statements of operations and comprehensive loss.

In relation to the FPA, the Company’s volume-weighted average share price was below $ 3.00 per share for 50 trading days during the 60 -day consecutive trading period ended on July 1, 2024 (the “VWAP Trigger Event”).

On July 22, 2024, Vellar notified the Company of a VWAP Trigger Event, purporting to accelerate the FPA Maturity Date of its portion of the Recycled Shares (i.e., 2,999,000 shares) to July 22, 2024.

It subsequently delivered to the Company a notice of default under the FPA.

On July 24, 2024, the Company filed suit against Vellar under the FPA, primarily in connection with Vellar’s sale of Recycled Shares (see Note 17 - Commitments and Contingencies).

As a result, the Company reclassified the Maturity Consideration and the Share Consideration to current liabilities on the consolidated balance sheets and the FPA Put Option excluding the Variable Maturity Consideration portion, which remains in long-term liabilities (refer to Note 9 - Forward Purchase Agreement).

In October 2024, ACM accelerated the FPA Maturity Date with respect to its portion of the FPA in connection with the VWAP Trigger Event, and the Company fully satisfied its obligation to ACM in accordance with the FPA’s provisions (see Note 9 - Forward Purchase Agreement) .

Convertible Note

On August 5, 2024, the Company entered into a Convertible Note Purchase Agreement (the “Convertible Note Purchase Agreement”) with Carbon Direct Capital pursuant to which the Company agreed to sell and issue to Carbon Direct Capital and other purchasers in a private placement transaction (the “Private Placement”) in one or more closings up to an aggregate principal amount of $ 150,000 of convertible notes.

On August 6, 2024, the Company issued and sold a

principal amount of $ 40,150 of convertible notes to Carbon Direct Capital pursuant to the Convertible Note Purchase Agreement (the “Convertible Note”).

The Company has elected the fair value option for the Convertible Note at issuance under ASC 825.

Under this option, the Convertible Note is initially recognized at its fair value as a long-term liability on the consolidated balance sheets with subsequent changes in fair value reflected in earnings.

Interest expense is not recognized separately;

rather, the change in the fair value of the debt, inclusive of interest, market risk, and other factors affecting valuation, is recorded in the consolidated statements of operations and comprehensive loss as a component of other income (expense).

However, the change in fair value attributable to the change in the instrument-specific credit risk is presented separately in other comprehensive income.

Transaction costs of $ 150 were expensed as incurred and included in the consolidated statements of operations and comprehensive loss as a component of Other income (expense).

See Note 8 - Convertible Note .

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the Measurement Date.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access;

Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities;

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement , approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability.

Revenue Recognition

The Company recognizes revenue from exchange transactions in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”).

The Company primarily earns revenue from services related to biorefining (formerly known as carbon capture and transformation) which includes feasibility studies and basic engineering design of commercial plants, licensing of technologies and sales of biocatalysts.

The Company recognizes revenue from exchange transactions in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”) and grants from non-customers.

The Company primarily earns revenue from services related to biorefining (formerly known as carbon capture and transformation) which includes techno-economic feasibility studies and basic engineering design of commercial plants, licensing of technologies and sales of biocatalysts (microbes and media).

The other two revenue streams are:

(1) joint development and contract research activities to develop and optimize novel biocatalysts, related processes and technologies, and (2) supply of chemical building blocks, such as ethanol, for sustainable products made using the Company’s proprietary technologies (referred to as CarbonSmart).

Revenue is measured based on the consideration specified in a contract with a customer.

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The services provided are recognized as a performance obligation satisfied over time.

Revenue is recognized using the cost-to-cost input method for certain engineering services, or the percentage of completion method as performance obligations are satisfied.

Revenue is recognized as services are rendered using the cost-to-cost input method for certain engineering services, or the labor hours input method as performance obligations are satisfied.

Revenue for the sale of microbes and media is at a point in time, depending on when control transfers to the customer.

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When licenses are considered to be distinct performance obligations, the recognition of revenue is dependent on the terms of the contract, which may include fixed consideration or royalties based on sales or usage, in which case the revenue is recognized when the subsequent sale or usage occurs or when the performance obligation to which some or all of the sales or usage-based royalty is allocated has been satisfied, whichever is later.

Grants received to perform engineering services, including cost reimbursement agreements, are assessed to determine if the agreement should be accounted for as an exchange transaction or a contribution.

An agreement is accounted for as a contribution if the resource provider does not receive commensurate value in return for the assets transferred.

Contributions are recognized as grant revenue as the qualifying costs related to the grant have been incurred.

Joint Development and Contract Research

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Revenue is recognized based on milestone completion, when payments are contingent upon the achievement of such milestones, or based on percentage-completion method when enforceable rights to payment exist.

When no milestones or phases are clearly defined, management has determined that the cost incurred, input method, is an appropriate measure of progress

towards complete satisfaction of the performance obligations under ASC 606 , and estimates its variable consideration under the expected value method.

When no milestones or phases are clearly defined, management has determined that the cost incurred, input method, is an appropriate measure of progress because services are rendered to satisfy the performance obligations.

The Company estimates its variable consideration under the expected value method.

Revenue is not recognized in advance of customer acceptance of a milestone when such acceptance is contractually required.

Payments for R&D services with no contractual payments are not due from customers until a technical report is submitted;

Payments for R&D services are typically due from customers when a milestone is completed or a technical report is submitted;

therefore, a contract asset is recognized at milestone completion but prior to the submission of a technical report.

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The contract liability represents the Company's obligation to provide services to a customer.

The Company purchases chemical building blocks from the customers who have deployed our proprietary technologies in their biorefining plants and sells them as CarbonSmart products.

Revenue is recognized at a point in time when control transfers to our end customer, which varies depending on the shipping terms.

Grants received to perform services related to biorefining or joint development and contract research, including cost reimbursement agreements, are assessed to determine if the agreement should be accounted for as an exchange transaction or a contribution.

An agreement is accounted for as a contribution if the resource provider does not receive commensurate value in return for the assets transferred.

Contributions are recognized as grant revenue as the qualifying costs related to the grant are incurred.

The Company purchases ethanol from the customers who have deployed the Company’s proprietary technologies in their biorefining plants and sells it and its derivatives as CarbonSmart products.

Revenue is recognized at a point in time when control transfers to the Company’s end customer, which varies depending on the shipping terms.

The Company acts as the principal in such transactions and accordingly, recognizes revenue and cost of revenues on a gross basis.

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Research and Development

We incur costs associated with various R&D activities and expense them as incurred.

Fair Value of Financial Instruments

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access;

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The Company expenses as incurred costs associated with R&D activities other than those related to revenue agreements or those eligible for capitalization under applicable guidance.

Concentration of Credit Risk and Other Risks and Uncertainties

Revenue generated from the Company’s contracting entities outside of the United States for the twelve months ended December 31, 2023 and 2022 was approximately 73 % and 61 %, respectively.

Revenue generated from the Company’s contracting entities outside of the United States for the years ended December 31, 2024 and 2023 was approximately 52 % and 73 %, respectively.

As of December 31, 2024 and December 31, 2023, approximately 36 % and 49 %, respectively, of trade accounts receivable and unbilled accounts receivable were due from contracting entities located outside the United States.

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The Company’s revenue by geographic region based on the contracting entities’ location is presented in Note 5 - Revenues .

Our largest c ontracting entities represent 10% or greater of revenue and were as follows for the twelve months ended months ended December 31, 2023 and 2022:

Year Ended December 31,

Our largest contracting entities represent 10% or greater of revenue and were as follows for the years ended December 31, 2024 and 2023:

Years Ended December 31,

Customer A 25 % 6 %

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Contributions to the plan are at the discretion of the Company.

For the years ended December 31, 2023 and 2022, the Company contributed $ 1,253 and $ 987 ,

respectively, to the plan, which contributions are included within Cost of revenue, Research and development expense and Selling, general and administrative expense in the consolidated statements of operations and comprehensive loss.

For the years ended December 31, 2024 and 2023, the Company contributed $ 1,539 and $ 1,253 , respectively, to the plan, which contributions are included within Cost of Revenues, Research and

development expense and Selling, general and administrative expense in the consolidated statements of operations and comprehensive loss.

The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes .

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Shareholders' Equity

The securities of the Company are represented by common shares, par value $ 0.0001 per share.

The securities of the Company are represented by common stock and preferred stock, each having $ 0.0001 par value per share.

Each common share is entitled to one vote.

With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, all common shares shall participate pro rata in such payment whenever funds are legally available and when declared by the Board of Directors of the Company, subject to the prior rights of holders of all classes of stock outstanding.

Recently Issued Accounting Pronouncements

Accounting Standards Update ("ASU") 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative issued in August 2018

In October 2023, the FASB issued ASU 2023-06, which amends U.S.

GAAP to reflect updates and simplifications to certain disclosure requirements referred to FASB by the SEC.

The targeted amendments incorporate 14 of the 27 disclosures referred by the SEC into Codification.

Some of the amendments represent clarifications to, or technical corrections of, the current requirements.

Each amendment in ASU 2023-06 will only become effective if the SEC removes the related disclosure or presentation requirement from its existing regulation by June 30, 2027.

Because the company is subject to the SEC’s disclosure requirements, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from regulation S-X or Regulation S-K becomes effective, and will be applied prospectively, with early adoption prohibited.

No amendments were effective at December 31, 2023.

The Company is still currently evaluating the impact of the adoption of the new standard but does not expect a significant impact on the consolidated financial statements.

On October 2, 2024 , the Company’s stockholders approved an increase in the number of shares of common stock the Company was authorized to issue from 400,000,000 to 620,000,000 .

As of December 31, 2024, the Company was authorized to issue 620,000,000 shares, of which 600,000,000 shares of capital stock are designated common stock and 20,000,000 shares are designated preferred stock.

Shares issued and outstanding for common stock is presented on the Company’s consolidated balance sheets, and no shares were issued or outstanding for the preferred stock as of December 31, 2024 and 2023, respectively.

Recently Adopted Accounting Pronouncements

ASU 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”)

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The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows.

This ASU is effective for public companies with annual periods beginning after December 15, 2023, and interim periods within annual period beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact that the adoption of the ASU will have on the consolidated financial statements.

This ASU is effective for public companies with annual periods beginning after December 15, 2023, and interim periods within annual period beginning after December 15, 2024.

The Company adopted the standard in the fourth quarter of 2024.

The adoption did not have a material impact on its consolidated financial statements.

Refer to “ Note 16 — Segment ” for additional information.

Recently Issued Accounting Pronouncements

ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”)

In November 2024, the FASB issued ASU No.

2024-03, which introduces new disclosure requirements for reporting entities to provide disaggregated information on specific expense categories within relevant income statement captions.

The standard aims to enhance transparency by requiring a breakdown of expenses such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion.

Additionally, the ASU mandates that certain gains, losses, and reconciling items that align with existing GAAP disclosures be presented in a tabular format, allowing for a more detailed understanding of a company’s expense structure.

The standard also requires narrative disclosure for selling expenses, including a description defined by management.

This ASU is effective for public companies with annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027.

The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.

ASU 2024-04, Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”)

In November 2024, the FASB issued ASU No.

2024-04, which provides guidance on the accounting for induced conversions of convertible debt instruments.

The update clarifies that any additional value given to the debt holder as an inducement should be recorded as an expense at the time of conversion.

This standard aims to ensure consistent financial reporting for these types of transactions.

This ASU is effective for public companies with annual periods beginning after December 15, 2025, and interim periods within those annual periods, with early adoption permitted.

The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.

ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”)

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It also includes certain other amendments to improve the effectiveness of income tax disclosures.

This ASU is effective for public companies with annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of the adoption of the standard in the income tax footnote disclosures.

This ASU is effective for public companies with annual periods beginning after December 15, 2024, with early

adoption permitted.

The standard is effective for the Company starting in annual periods in 2025.

The Company has not elected early adoption of ASU 2023-09 and will incorporate required disclosures in its annual financial statements for the year ending December 31, 2025.

Note 3 — Reverse Recapitalization

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Additionally, there were outstanding warrants to purchase 12,574,200 shares of common stock.

As discussed in Note 2 - Summary of Significant Accounting Policies , the Business Combination was accounted for as a reverse recapitalization in accordance with US GAAP.

As discussed in Note 2 - Summary of Significant Accounting Policies , the Business Combination was accounted for as a reverse recapitalization in accordance with GAAP.

Under this method, while AMCI was the legal acquirer, it has been treated as the “acquired” company for financial reporting purposes.

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Operations prior to the Business Combination are those of pre-combination Legacy LanzaTech.

Reported shares

and earnings per share available to holders of the Company’s common stock and preferred shares, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the Business Combination (approximately one pre-combination Legacy LanzaTech share to 4.3747 of the Company’s shares).

Reported shares and earnings per share available to holders of the Company’s common stock and preferred shares, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the Business Combination (approximately one pre-combination Legacy LanzaTech share to 4.3747 of the Company’s shares).

Upon closing of the Business Combination, the shareholders of AMCI, including AMCI founders, were issued 10,398,374 shares of common stock of the Company.

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15,500,000 of those shares were issued at a price per share of $ 10.00 .

The remaining 3,000,000 shares were issued upon conversion of the AM SAFE liability.

The remaining 3,000,000 shares were issued upon conversion of the ArcelorMittal SAFE liability, initially issued in December 2021.

The Company incurred $ 7,223 in transaction costs relating to the Business Combination and recorded those costs against Additional paid-in capital in the consolidated balance sheets.

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Total additional paid-in capital from recapitalization $ 236,970

Redeemable, Convertible Preferred Stock

Prior to the Business Combination, the Company had six outstanding series of contingently redeemable convertible preferred stock.

All redeemable, convertible preferred stock was converted into common shares on the Closing Date of the Business Combination on a 1 :1 basis.

Immediately before the conversion, all cumulative dividends were declared, totaling a dividend payable of $ 241,529 .

This dividend was paid in-kind and subsequently converted, as a result of the Business Combination, into an additional 24,152,942 common shares.

After the in-kind dividend payment and the conversion, the former preferred shareholders held 153,895,644 common shares.

Note 4 — Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock of the Company outstanding during the period.

Diluted net loss per share is computed by giving effect to all common stock equivalents of the Company, including equity-classified share-based compensation, the Brookfield SAFE, warrants, and contingently redeemable preferred stock, to the extent dilutive.

Earnings per share calculation for all periods prior to the Business Combination have been retrospectively restated to the equivalent number of shares reflecting the exchange ratio established in the Merger Agreement of 4.3747 .

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts):

Year Ended December 31,

Years Ended December 31,

Net loss for basic and diluted earnings per common share $ ( 137,731 ) $ ( 134,098 )

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(1) In periods in which the Company reports a net loss, all common stock equivalents are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on loss per share.

As of December 31, 2023 and 2022, common stock equivalents not included in the computation of loss per share because their effect would be antidilutive include the following:

Redeemable convertible preferred stock (if converted) — 129,148,393

As of December 31, 2024 and 2023, common stock equivalents not included in the computation of loss per share because their effect would be antidilutive included the following:

Options 18,658,807 16,411,978

RSUs 7,767,910 7,084,967

RSAs — 2,535,825

Convertible Note 32,000,000 —

Brookfield SAFE 5,000,000 5,000,000

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Total 80,084,403 45,154,631

The preferred shares automatically converted into common shares upon the Business Combination at a 1 :1 ratio.

On February 8, 2023, upon conversion of the preferred shares, the cumulative accrued, declared and unpaid dividends on the preferred shares became payable.

The total amount of cumulative accrued, undeclared and unpaid dividends was approximately $ 241,529 on the Closing Date.

As stipulated by the Merger Agreement, this amount was divided by 10 and resulted in the issuance of an additional 24,152,942 common shares.

Prior to the Business Combination, the additional 129,148,393 of common stock equivalents resulting from any such conversion are not included in the computation of diluted net loss per share because doing so would be anti-dilutive.

In connection with the AM SAFE and Brookfield SAFE, see Note 10 - Fair Value , the Company could issue additional potential shares of common stock.

Shares related to the AM SAFE were issued on the Closing Date.

Shares related to the Brookfield SAFE and AM SAFE warrant have not been issued as of December 31, 2023.

The AM SAFE warrant became exercisable for a fixed number of shares as of the Closing Date, see Note 8 - Warrants .

As a result, these common stock equivalents are included in the warrants line item in the potential share table above as of December 31, 2023.

The per share issuance price for the Brookfield SAFE upon closing of the Business Combination is the liquidity price as defined in the Brookfield SAFE agreement.

As a result of the Business Combination, the Brookfield SAFE became convertible into a maximum number of shares, which is included in the table above as of December 31, 2023.

None of these common stock equivalents are included in the computation of diluted net loss per share until actually issued because doing so would be anti-dilutive.

Note 5 — Revenues

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The following table presents disaggregated revenue in the following categories (in thousands):

Year Ended December 31,

Years Ended December 31,

Contract Types:

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The following table presents revenue from partners in collaborative arrangements and from grant contributions which are included in the table above as follows (in thousands):

Year Ended December 31,

Years Ended December 31,

Revenue from partners in collaborative agreements included in the Joint development agreements above

Revenue from grant contributions included in the Engineering and other services above

The following table presents disaggregation of the Company’s revenues by customer location for the twelve months ended months ended December 31, 2023 and 2022 (in thousands):

Year Ended December 31,

$ 5,573 $ 5,529

Revenue from grant contributions included in Engineering and other services above

Revenue by Geographic Location

The following table presents disaggregation of the Company’s revenues by customer location for the years ended December 31, 2024 and 2023 (in thousands):

Years Ended December 31,

North America $ 23,587 $ 17,618

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Additions to unbilled accounts receivable 40,771 — —

Increases due to cash received — 10,058 —

Increases due to consideration received — 15,823 —

Unbilled accounts receivable recognized in trade receivables ( 49,934 ) — —

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Reclassification to revenue as a result of performance obligations satisfied — ( 19,543 ) —

Additions due to LanzaJet sublicense

— 2,687 1,343

Balance as of December 31, 2024 $ 18,975 $ 6,168 $ 5,233

The increase in contract assets was mostly due to unbilled accounts receivable resulting from revenue recorded under contracts with customers and grants where the Company performed engineering and other services, and primarily relates to contracts with government entities.

The decrease in contract liabilities was primarily due to the recognition of revenue during the period related to advance payments previously received by the Company for engineering and other services contracts with customers.

The decrease in contract assets was mostly due to billing certain customers and government entities for engineering and other services that were previously recorded as contract assets.

As of December 31, 2024 and December 31, 2023 the Company had $ 9,456 and $ 11,157 , respectively, of billed accounts receivable, net of allowance.

The contract liability balance comprises unconditional payments received from the Company’s customers prior to the satisfaction of the related performance obligations.

Such amounts are anticipated to be recorded as revenues when services are performed in subsequent periods.

The Company expects to recognize the amounts classified as current contract liabilities in revenue within one year or less and those classified as non-current within two to three years.

The increase in current contract liabilities was primarily due to the recognition of the portion of payments in shares received in advance from LanzaJet for the remaining sublicensing performance obligation (refer to Note 6 - Investments for further details), while the decrease in non-current contract liabilities is primarily due to the reclassification to current liabilities for performance obligations that will be completed within one year.

The Company expects to recognize the amounts classified as non-current within two to three years.

Remaining performance obligations

Transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue that will be recognized as revenue in future periods.

Transaction price allocated to remaining performance obligations is influenced by several factors, including the length of the contract term compared to the research term and the existence of customer specific acceptance rights.

Remaining performance obligations consisted of the following (in thousands):

December 31, 2023 December 31, 2022

Current $ 3,198 $ 3,101

Non-current 8,233 10,760

$ 11,431 $ 13,861

Transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized, including unearned revenue to be recognized in future periods.

Transaction price allocated to remaining performance obligations is influenced by factors such as project size, duration, contract modifications, and customer-specific acceptance rights.

As of December 31, 2024, the Company had approximately $ 30,179 in contracted revenue remaining to be recognized, of which $ 22,329 is expected to be recognized in the next twelve months .

Note 6 — Investments

HTM Debt Securities

HTM debt securities are comprised of U.S.

Treasury bills and notes, Yankee debt securities, and corporate debt securities.

Held to maturity (“HTM”) debt securities are comprised of U.S.

Treasury bills and corporate debt securities.

HTM debt securities are classified as short-term or long-term based upon the contractual maturity of the underlying investment.

December 31, 2024

(in thousands)

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Accrued Interest

(in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Accrued Interest

Corporate debt securities $ 12,374 $ 3 $ ( 6 ) $ 12,371 $ 83

Total HTM Debt Securities $ 12,374 $ 3 $ ( 6 ) $ 12,371 $ 83

December 31, 2023

(in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Accrued Interest

US Treasury bills and notes $ 20,423 $ 6 $ — $ 20,429 $ 14

20,423 6 $ — $ 20,429 $ 14

Corporate debt securities 21,736 14 ( 33 ) 21,717 209

21,736 14 ( 33 ) 21,717 209

Yankee debt securities 3,000 — ( 8 ) 2,992 43

Total debt securities due within a year

$ 45,159 $ 20 $ ( 41 ) $ 45,138 $ 266

Total HTM Debt Securities $ 45,159 $ 20 $ ( 41 ) $ 45,138 $ 266

45,159 20 ( 41 ) 45,138 266

The Company regularly reviews held-to-maturity securities for declines in fair values that are determined to be credit related.

As of December 31, 2023, the Company did not have an allowance for credit losses related to held-to-maturity securities.

The Company regularly reviews HTM securities for declines in fair values that are determined to be credit related.

As of December 31, 2024 and December 31, 2023, the Company did not have an allowance for credit losses related to HTM securities.

Equity investments

The Company’s equity investments consisted of the following (in thousands):

December 31, 2023 December 31, 2022

Equity Method Investment in LanzaJet $ 4,363 $ 7,066

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Total Investment $ 19,353 $ 22,056

$ 22,056 $ 25,551

On May 13, 2020, the Company contributed $ 15,000 in intellectual property in exchange for a 37.5 % interest (“Original Interest”) of LanzaJet, Inc.

(“LanzaJet”) in connection with an investment agreement (“Investment Agreement”).

On May 13, 2020, the Company contributed $ 15,000 in intellectual property in exchange for a 37.5 % interest (“Original Interest”) of LanzaJet in connection with an investment agreement (“Investment Agreement”).

The Company accounts for the transaction as a revenue transaction with a customer under ASC 606.

The licensing and technical support services provided are recognized as a single combined performance obligation satisfied over the expected period of those services, beginning May 2020 through December 2025.

During the years ended December 31, 2023 and December 31, 2022, the Company recognized revenue from this arrangement of $ 2,249 and $ 2,160 respectively, net of intra-entity profit elimination and has associated deferred revenue of $ 5,375 and $ 8,062 , as of December 31, 2023 and December 31, 2022, respectively.

Intra-entity profits related to this arrangement are $ 437 and $ 527 for the years ended December 31, 2023 and 2022, respectively.

Under the Investment Agreement, LanzaTech has a right to receive up to an aggregate of 45,000,000 additional LanzaJet shares for no additional consideration if (i) certain other LanzaJet shareholders make additional investments for the funding of the development and operation of commercial facilities that would sublicense the relevant fuel production technology from LanzaJet, or (ii) a non-LanzaJet shareholder sublicenses the Company’s technology through collaboration with LanzaJet, and LanzaTech and the LanzaJet board of directors waive the requirement on a pro-rata basis.

On June 18, 2024, LanzaJet issued to LanzaTech 15,000,000 shares related to the sublicensing of the Company’s technology to a non-LanzaJet shareholder, as the first tranche of the additional consideration per the Investment Agreement.

This was accounted for as revenue from contract modification with a cumulative catch-up, net of intra-entity profit elimination, and as an increase in the Company’s equity method investment in LanzaJet.

As a result, LanzaTech’s ownership in LanzaJet increased to 37.01 %.

During the years ended December 31, 2024 and 2023, the Company recognized revenue from this arrangement of $ 11,297 and $ 2,249 respectively, net of intra-entity profit elimination and has associated deferred revenue of $ 5,375 and $ 5,375 as of December 31, 2024 and 2023, respectively.

Net intra-entity profits related to this arrangement were $ 3,703 and $ 437 for the years ended December 31, 2024 and 2023, respectively.

Intra-entity profits are amortized over a 15-year period through 2034.

Between February 1, 2021 and April 4, 2021, LanzaJet closed two additional rounds of investment which reduced the Company's Original Interest to approximately 23 %.

In connection with the LanzaJet Note Purchase Agreement as described in Note 15 - Related Party Transactions , LanzaJet issued warrants that are exercisable for $ 0.01 by the holder when the related funds are drawn by LanzaJet.

The warrants held by LanzaTech and other lenders meet the accounting criteria for in-substance common stock at the time the related note commitment is drawn by LanzaJet and the warrants become exercisable.

As of December 31, 2023, LanzaTech’s ownership was diluted to 23.06 % because LanzaTech received proportionally fewer warrants than the other investors.

The Company recorded a gain on dilution of $ 532 .

LanzaTech’s ownership is subject to further dilution to 22.38 % if LanzaJet draws additional funds committed in the LanzaJet Note Purchase Agreement and the remaining warrants are exercisable by the holders.

Under the LanzaJet Investment Agreement, certain other LanzaJet shareholders agreed to make an additional cash investment following the achievement of certain development milestones relating to the demonstration facility.

If made, these additional investments would fund the development and operation of commercial facilities that would sublicense the relevant fuel production technology from LanzaJet.

Upon the closing of each of the first three of these additional investments and no later than the sublicensing of the relevant facility, LanzaTech has a right to receive additional LanzaJet shares of up to 45 million shares in the aggregate for no additional consideration.

To date, these shares have not been issued.

The carrying value of our equity method investment in LanzaJet as of December 31, 2023 and December 31, 2022 was approximately $ 3,400 and $ 3,700 less than our proportionate share of our equity method investees’ book values, respectively.

The basis differences are largely the result of a difference in the timing of recognition of variable consideration to which we may become entitled in exchange for our contribution of intellectual property to LanzaJet.

The variable consideration we may receive will be in the form of additional ownership interests and the majority of the basis difference will reverse in connection with recognition of that variable consideration.

In connection with a sublicense agreement to LanzaJet under our license agreement with Battelle Memorial Institute (“Battelle”), LanzaTech remains responsible for any failure by LanzaJet to pay royalties due to Battelle.

The fair value of LanzaTech’s obligation under this guarantee was immaterial as of December 31, 2023 and December 31, 2022.

On September 28, 2011, the Company contributed RMB 25,800 (approx.

$ 4,000 ) in intellectual property in exchange for 30 % of the registered capital of Beijing Shougang LanzaTech Technology Co., LTD (“SGLT”).

As of December 31, 2022, the Company’s interest in SGLT’s registered capital is approximately 9.31 % as a result of the admittance of new investors during the year.

As of September 30, 2022 , the Company no longer had significant influence over the operating and financial policies of SGLT due to the significant and sustained decrease in SGLT's technological dependence on LanzaTech.

As such, the Company ceased applying the equity method and from October 1, 2022 and forward, the Company accounts for its investment in equity security of SGLT using the alternative measurement principals as permitted under ASC 321, Investments - Equity Securities, because SGLT's fair value is not readily determinable.

For the years ended December 31, 2023 , there was no change in the value of the investment in SGLT.

As of December 31, 2023 and December 31, 2022, there were no impairments of equity investments.

During the years ended December 31, 2023 and 2022, the Company received no dividends from equity investments.

See Note 15 - Related Party Transactions , for information on revenues, accounts receivable, contract assets and purchases and open accounts payable with its equity investments.

The following table presents summarized aggregated financial information of the equity method investments:

Year Ended December 31,

LanzaTech committed proportionally fewer funds, and therefore received proportionally fewer warrants than the other investors.

Accordingly, when warrants held by other investors become exercisable (and meet the criteria for in-substance common stock), LanzaTech’s ownership

The Company recorded gain on dilution of $ 541 and $ 532 in the years ended December 31, 2024 and 2023, respectively.

During the year ended December 31, 2024, LanzaJet drew additional funds committed in the LanzaJet Note Purchase Agreement and as a result the Company’s ownership in LanzaJet was diluted to 36.33 %.

LanzaTech’s ownership is subject to further dilution if LanzaJet draws additional funds committed in the LanzaJet Note Purchase Agreement and the remaining warrants are exercisable by the holders.

The carrying value of the Company’s equity method investment in LanzaJet as of December 31, 2024 and 2023 was approximately $ 2,100 and $ 3,400 less than its proportionate share of its equity method investees’ book values, respectively.

The basis differences are largely the result of a difference in the timing of recognition of variable consideration to which the Company is entitled in exchange for its contribution of intellectual property to LanzaJet as discussed above.

The variable consideration the Company may receive will be in the form of additional ownership interests and the majority of the basis difference will be reversed in connection with recognition of that variable consideration.

In connection with a sublicense agreement to LanzaJet under the Company’s license agreement with Battelle Memorial Institute (“Battelle”), LanzaTech remains responsible for any failure by LanzaJet to pay royalties due to Battelle.

The fair value of LanzaTech’s obligation under this guarantee was immaterial as of December 31, 2024 and 2023.

The following table presents summarized aggregated financial information of our equity method investment:

Years Ended December 31,

Selected Statement of Operations Information (1) :

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Net loss attributable to the Company $ ( 14,775 ) $ ( 3,432 )

Year Ended December 31,

Years Ended December 31,

Selected Balance Sheet Information (2) :

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__________________

(1) As of September 30, 2022 the Company no longer accounts for the investment in SGLT under the equity method.

As such, the 2022 income statement amounts reflect SGLT activity for the nine months ended September 30, 2022 and LanzaJet activity for the year ended December 31, 2022.

The 2023 income statement amounts reflect LanzaJet activity for the year ended December 31, 2023.

(1) The income statement amounts reflect LanzaJet’s activity for the years ended December 31, 2024 and 2023.

(2) The balance sheet information reflects LanzaJet as of December 31, 2024 and 2023.

As of December 31, 2023 and 2022, there were no impairments of equity method investees.

During 2023 and 2022, the Company received no dividends from equity method investments.

See Note 15 - Related Party Transactions, for information on sales, accounts receivable, contract assets and purchases and open accounts payable with equity method investees.

Note 7 — SAFE

As of December 31, 2022, the AM SAFE had a fair value of $ 28,986 and was recorded within AM SAFE liability on the consolidated balance sheets.

On the Closing Date of the Business Combination, the AM SAFE converted into 3,000,000 shares of common stock.

As of the Closing Date, the AM SAFE had a fair value of $ 29,730 , which equals the closing price of approximately $ 9.91 on the Closing Date, multiplied by the number of shares issued.

The AM SAFE was adjusted to its fair value on the Closing Date prior to settlement.

As of December 31, 2022, the AM SAFE had a fair value of $ 28,986 .

Brookfield SAFE

On October 2, 2022, LanzaTech entered into the Brookfield SAFE and received cash proceeds of $ 50,000 as the Initial Purchase Amount.

In exchange, the Company granted to Brookfield the right to certain shares of the Company's capital stock.

On the fifth anniversary of the Brookfield SAFE, LanzaTech is required to repay in cash the Initial Purchase Amount less any Non-Repayable Amount (the “Remaining Amount”), as well as interest on such Remaining Amount in the high single digits, compounded annually.

For each $ 50,000 of aggregate equity funding required for qualifying projects presented to Brookfield in accordance with the Brookfield Framework Agreement (discussed below), the Remaining Amount will be reduced by $ 5,000 (such cumulative reductions the “Non-Repayable Amount”) and converted into LanzaTech Shares at $ 10.00 per share, which is the share price paid by the PIPE investors in the Business Combination.

On September 28, 2011, the Company contributed RMB 25,800 (approx.

$ 4,000 ) in intellectual property in exchange for 30 % of the registered capital of Beijing Shougang LanzaTech Technology Co., LTD (“SGLT”).

Since then, the Company’s interest in SGLT’s registered capital has decreased to approximately 9.31 % as a result of investment by new investors.

The Company accounts for its investment in equity securities of SGLT using the alternative measurement principles as permitted under ASC 321, Investments - Equity Securities, because SGLT's fair value is not readily determinable.

For the years ended December 31, 2024 and 2023 , there was no change in the recorded amount of the investment in SGLT.

As of December 31, 2024 and 2023, there were no impairments of equity investments.

During the years ended December 31, 2024 and 2023, the Company received no dividends from equity investments.

See Note 15 - Related Party Transactions , for information on revenues, accounts receivable, contract assets and purchases and open accounts payable with the Company’s equity investments.

Note 7 — Brookfield SAFE

On October 2, 2022, the Company entered into the Brookfield SAFE.

Under the Brookfield SAFE, the Company agreed to issue to Brookfield the right to certain shares of its capital stock, in exchange for the payment of $ 50,000 (the “Initial Purchase Amount”).

The Brookfield SAFE is legal form debt.

As a result of the Business Combination, the Brookfield SAFE can be converted into a maximum number of shares of 5,000,000 .

Management has elected to apply the Fair Value Option ("FVO") under ASC 825, Financial Instruments .

As the Brookfield SAFE is accounted for under the FVO, the Brookfield SAFE is classified as a mark-to-market liability.

For each $ 50,000 of aggregate equity funding required for qualifying projects presented to Brookfield in accordance with the Brookfield Framework Agreement (discussed below), the Remaining Amount will be reduced by $ 5,000 (such cumulative reductions the “Non-Repayable Amount”) and converted into LanzaTech Shares at $ 10.00 per share, which was the share price paid by the PIPE investors in the Business Combination.

Interest on the corresponding amount will be forgiven.

1 unchanged sentence

Additionally, 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 into shares of LanzaTech capital stock at the same $ 10.00 per share price.

The Brookfield SAFE has not yet converted as a qualifying financing has not yet occurred and no qualified project investments have been presented to Brookfield as of December 31, 2023 or 2022.

The Brookfield SAFE has not yet converted as a qualifying financing has not yet occurred and no qualified project investments have been presented to Brookfield as of December 31, 2024.

As of December 31, 2024 and 2023, the fair value of the Brookfield SAFE was $ 13,223 and $ 25,150 respectively and was recorded within Brookfield SAFE liability on the consolidated balance sheets.

On February 14, 2025, the Company and Brookfield terminated the Brookfield SAFE and all rights and obligations, and concurrently entered into a Loan Agreement as defined in Note 19 - Subsequent Events.

The Framework Agreement, as described below remains in full effect.

Brookfield Framework Agreement

4 unchanged sentences

Brookfield has no obligation under the Brookfield Framework Agreement to invest in any of the projects.

There have been no investments in projects as of December 31, 2023 or 2022 .

Note 8 — Warrants

Warrants on preferred shares

In connection with certain loan borrowing agreements and equity raises, the Company had issued warrants to purchase its preferred shares representing 985,278 preferred shares.

The warrants were accounted for as liabilities in accordance with ASC 480, and were presented within Warrants on the consolidated balance sheets as of December 31, 2022.

The warrant liabilities were measured at fair value at inception and on a recurring basis, with changes in fair value presented within Other expense, net on the consolidated statements of operations and comprehensive loss.

In connection with the closing of the Business Combination, all warrants were exercised on a cashless basis and are no longer outstanding.

The warrants were exercised for 594,309 shares of preferred stock, which were converted at the closing of the Business Combination into shares of common stock.

The exercise prices of the warrants ranged from $ 3.36 to $ 4.56 as of the closing of the Business Combination.

Immediately before the exercise of these warrants, the associated warrant

liability was marked-to-market a final time to $ 5,890 , which is equal to the number of shares issued multiplied by the share price of $ 9.91 on the date of exercise, February 8, 2023.

AM SAFE warrant

The warrant related to the AM SAFE (“AM SAFE warrant”) was accounted for as a liability in accordance with ASC 480 prior to the consummation of the Business Combination and was presented within warrants on the consolidated balance sheet as of December 31, 2022.

As a result of the Business Combination and issuance of the PIPE shares, the number of common shares available under the AM SAFE warrant equals 300,000 .

The exercise price of the AM SAFE warrant is $ 10.00 per share as determined on the Closing Date.

The AM SAFE warrant expires at the earliest of (a) the fifth anniversary of the Business Combination, (b) the consummation of a dissolution event and (c) a change of control.

Due to the AM SAFE warrant becoming exercisable for a fixed number of shares at a fixed exercise price, it no longer meets the criteria for liability accounting under ASC 480 and meets the criteria for equity classification under ASC 815-40.

As a result, on the Closing Date, the AM SAFE warrant was marked-to-market a final time to $ 1,800 through Other expense, net on the consolidated statements of operations and comprehensive loss and reclassified to Additional paid-in capital on the consolidated balance sheets.

Shortfall Warrants

On March 27, 2023, the Company issued an aggregate of 2,073,486 warrants to ACM and 2,010,000 warrants to Vellar pursuant to the Forward Purchase Agreement (collectively, the “Shortfall Warrants”), as further described in Note 2 - Summary of Significant Accounting Policies .

Each Shortfall Warrant entitles the registered holder to purchase one share of common stock at a price of $ 10.00 per share, subject to adjustment in the event that the Company sells, grants or otherwise issues common stock or common stock equivalents at an effective price less than the then current exercise price of the Shortfall Warrants, at any time commencing on or after March 27, 2023.

A holder of a Shortfall Warrant may exercise such warrants on a cashless basis.

The Shortfall Warrants expire on the fifth anniversary of their issuance.

On the issuance date, the Shortfall Warrants met the definition of a derivative but did not qualify for the exception from derivative accounting under the indexation guidance and therefore met the criteria for liability classification under ASC 815.

On May 13, 2023, the Company amended the Shortfall Warrant agreement.

Under the amended agreement, the Shortfall Warrants meet the requirements for equity classification under ASC 815-40.

Consequently, the Company recorded a gain of $ 2,042 as of the date of the amendment to reflect the fair value of $ 3,063 at the date of the amendment through Other expense, net on the consolidated statements of operations and comprehensive loss and reclassified the Shortfall Warrants to Additional paid-in capital on the consolidated balance sheets.

Public Warrants and Private Placement Warrants

As part of AMCI’s initial public offering (“IPO”), AMCI issued warrants to third-party investors where each whole warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $ 11.50 per share (the “Public Warrants”).

Simultaneously with the closing of the IPO, AMCI completed the private sale of warrants where each warrant allows the holder to purchase one share of the Company’s common stock at $ 11.50 per share.

Additionally, prior to the consummation of the Business Combination, AMCI issued warrants for the settlement of a working capital loan.

The working capital warrants have the same terms as the private sale of warrants issued at the IPO.

Warrants sold in the private sale at the IPO and the warrants issued to convert the working capital loan are collectively referred to as the “Private Placement Warrants”.

On the Closing Date and as of December 31, 2023 , 7,499,924 Public Warrants and 4,774,276 Private Placement Warrants remained outstanding.

These warrants expire on the fifth anniversary of the Business Combination or earlier upon redemption or liquidation and are exercisable commencing 30 days after the Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.

Once the Public Warrants become exercisable, the Company may redeem the outstanding warrants:

in whole and not in part;

at a price of $ 0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder;

if, and only if, the closing price of the common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period ending three trading days before we send the notice of redemption to the warrant holders.

The Company additionally has the ability to redeem the Public Warrants at the option of the Company when the price of common stock exceeds $ 10.00 per share at a price of $ 0.10 per warrant.

In this scenario, warrant holders may choose to exercise their warrants on a cashless basis during the minimum 30 -day notice period, and receive common stock in exchange for their warrants at a rate based on fair value of the common stock and the proximity to the expiration date of the warrants.

As long as the Private Placement warrants are held by AMCI Sponsor II LLC (the “Sponsor”) or its permitted transferees, they are not redeemable by LanzaTech.

If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by LanzaTech in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.

The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis.

The Public Warrants and Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815.

Accordingly, the Company recognized the warrant instruments as liabilities at fair value as of the Closing Date, with an offsetting entry to Additional paid-in capital and adjusts the carrying value of the instruments to fair value through Other expense, net on the consolidated statements of operations and comprehensive loss at each reporting period until they are exercised.

As of December 31, 2023, the Public Warrants and Private Placement Warrants are presented within Warrants on the consolidated balance sheets .

There had been no investments in projects as of December 31, 2024 or 2023.

Note 8 — Convertible Note

On August 5, 2024, the Company entered into the Convertible Note Purchase Agreement pursuant to which the Company agreed to sell and issue to Carbon Direct Capital and other purchasers in a private placement transaction in one or more closings up to an aggregate principal amount of $ 150,000 of convertible notes.

On August 6, 2024, the Company issued and sold $ 40,150 principal amount of convertible notes to Carbon Direct Capital pursuant to the Convertible Note Purchase Agreement.

The gross proceeds from the initial closing are approximately $ 40,000 , before deducting estimated offering expenses.

The Convertible Note bears interest at a fixed rate of 8.00 % per annum, which interest will be added to the outstanding principal amount of the Convertible Note on the last day of the applicable interest period (beginning on the date of issuance and ending on and including the earlier of (x) the anniversary date of such issuance and (y) the maturity date, the “Interest Period”);

provided, however, that the Company is permitted to pay all interest payable during an Interest Period in cash pursuant to prior written notice to the Convertible Note holder.

The Convertible Note will mature on August 6, 2029 (the “Convertible Note Maturity Date”), unless earlier redeemed or converted in accordance with its terms.

The Convertible Note is subject to mandatory conversion for shares of the Company’s common stock, par value $ 0.0001 per share, upon the completion by the Company of an equity financing prior to the Convertible Note Maturity Date that results in the Company receiving minimum gross proceeds in an amount that is equal to the greater of (i) $ 40,000 and (ii) 50 % of the total principal amount under the outstanding convertible notes immediately following the final closing under the Convertible Note Purchase Agreement (a “Qualified Equity Financing”) at a conversion price equal to the lower of (i) the lowest per-share selling price per share in the Qualified Equity Financing, less a 10 % discount and (ii) the Valuation Cap (as defined below).

The Convertible Note is convertible at the option of the holder upon the completion by the Company of an equity financing prior to the Convertible Note Maturity Date that does not meet the definition of a Qualified Equity Financing (a “Non-Qualified Equity Financing”) at a conversion price equal to the lower of (i) the lowest per-share selling price in the Non-Qualified Equity Financing and (ii) the Valuation Cap.

The Convertible Note is also convertible at the option of the holder any time prior to the Convertible Note Maturity Date at a conversion price equal to the Valuation Cap of $ 1.25 per share.

The Valuation Cap is subject to adjustment based on the Company’s holdings in LanzaJet, and t he conversion price in all cases is subject to adjustment for stock splits, reclassifications, redesignations, subdivisions, recapitalizations, and dividends.

As of December 31, 2024, no Qualified Equity Financing nor Non-Qualifying Financing events had occurred.

The Company elected the fair value option to account for the Convertible Note.

See Note 10 - Fair Value for further details on the liability recorded as of December 31, 2024 and associated losses in the change of its fair value for the year ended December 31, 2024.

The Company incurred $ 3,169 of related transaction costs, which were included with other accrued liabilities of the consolidated balance sheets as of December 31, 2024 and selling, general and administrative expense of the consolidated statements of operations and comprehensive loss for the year ended December 31, 2024.

Note 9 — Forward Purchase Agreement

As discussed in Note 2 - Summary of Significant Accounting Policies , the FPA consists of the Prepayment Amount, the FPA Put Option and the Fixed Maturity Consideration.

The Prepayment Amount of $ 60,547 is presented as a reduction to Additional paid-in capital in our consolidated balance sheets.

The value of the FPA Put Option represents the economics of the written put option, inclusive of the Variable Maturity Consideration, and is valued at $ 37,523 as of December 31, 2023.

The Fixed Maturity Consideration is valued at $ 7,228 as of December 31, 2023.

This represents the fair value of the Share Consideration and Fixed Maturity Consideration and is measured in accordance with the FVO.

Expensed transaction costs, representing the stock acquisition fees, in the amount of $ 451 are recorded in Other expense, net on the consolidated statements of operations and comprehensive loss.

The FPA consists of the Prepayment Amount, the FPA Put Option and the Fixed Maturity Consideration.

The Prepayment Amount of $ 60,547 is presented as a reduction to Additional paid-in capital in the Company’s consolidated balance sheets.

Expensed transaction costs, representing the stock acquisition fees, in the amount of $ 451 were recorded in Other expense, net on the consolidated statements of operations and comprehensive loss in the year ended December 31, 2023.

On July 22, 2024, Vellar purported to accelerate the FPA Maturity Date with respect to its portion of the Recycled Shares (i.e., 2,999,000 shares) to July 22, 2024 in connection with the VWAP Trigger Event.

It subsequently delivered to the Company a notice of default under the FPA.

On July 24, 2024, the Company filed suit against Vellar under the FPA, primarily in connection with Vellar’s sale of Recycled Shares (see Note 17 - Commitments and Contingencies).

On October 4, 2024, ACM delivered to the Company notice of satisfaction of the VWAP Trigger Event, which accelerated the FPA Maturity Date with respect to ACM’s portion of the FPA.

On October 15, 2024 and October 21, 2024, the Company paid in cash to ACM $ 2,539 in Share Consideration and $ 7,500 in Maturity Consideration, respectively, and ACM subsequently returned its Recycled Shares to the Company.

As a result, the Company’s and ACM’s obligations under the FPA have been fully satisfied.

The Fixed Maturity Consideration was valued at $ 4,123 as of December 31, 2024, which represents the fair value of the fixed portion of the Share Consideration and the Minimum Maturity Consideration and classified as current in the consolidated balance sheets.

As of December 31, 2023, the Fixed Maturity Consideration was valued at $ 7,228 and was classified as non-current liability in the consolidated balance sheets.

The FPA Put Option was valued at $ 30,015 as of December 31, 2024 and $ 37,523 in December 31, 2023 and were classified as non-current liability in the consolidated balance sheets.

In January 2025, Vellar exercised all of its 2,010,000 FPA Warrants, see Note 17 - Commitments and Contingencies and Note 19 - Subsequent Events for further details.

Note 10 — Fair Value

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of December 31, 2024 and December 31, 2023 (in thousands):

Fair Value Measurement as of

December 31, 2024

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$ 30,136 $ — $ — $ 30,136

Convertible Note $ — $ — $ 51,112 $ 51,112

FPA Put Option liability — — 30,015 30,015

$ — $ — $ 37,523 $ 37,523

Fixed Maturity Consideration — — 7,228 7,228

Fixed Maturity Consideration and current portion of the FPA Put Option — — 4,123 4,123

Brookfield SAFE liability — — 13,223 13,223

3 unchanged sentences

$ 2,099 $ — $ 99,905 $ 102,004

Fair Value Measurement as of

December 31, 2023

1 unchanged sentence

Cash equivalents $ 28,058 $ — $ — $ 28,058

Warrants on preferred shares — — 2,119 2,119

$ 28,058 $ — $ — $ 28,058

FPA Put Option liability $ — $ — $ 37,523 $ 37,523

Fixed Maturity Consideration — — 7,228 7,228

Brookfield SAFE liability — — 25,150 25,150

AM SAFE warrant — — 1,989 1,989

AM SAFE liability — — 28,986 28,986

Private Placement Warrants — — 3,915 3,915

Public Warrants 3,699 — — 3,699

Total Liabilities

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Forward Purchase Agreement

The fair value upon issuance of the FPA (both the FPA Put Option liability and Fixed Maturity Consideration) and the change in fair value from issuance to December 31, 2023, is included in Other expense, net in the consolidated statements of operations and comprehensive loss.

The fair value of the FPA was estimated using a Monte-Carlo Simulation in a risk-neutral framework.

Specifically, the future stock price is simulated assuming a Geometric Brownian Motion (“GBM”).

For each simulated path, the forward purchase value is calculated based on the contractual terms and then discounted back to present.

Finally, the value of the forward is calculated as the average present value over all simulated paths.

The Fixed Maturity Consideration was also valued as part of this

model as the timing of the payment of the Fixed Maturity Consideration may be accelerated if the Maturity Date is accelerated.

The following table represents the weighted average inputs used in calculating the fair value of the prepaid forward contract and the Fixed Maturity Consideration as of December 31, 2023:

December 31, 2023

Stock price $ 5.03

Term (in years) 2.11

Expected volatility 50.0 %

Risk-free interest rate 4.16 %

Expected dividend yield — %

Warrants on preferred shares

The fair value of the warrants on preferred shares was estimated using a Black-Scholes option pricing model.

Since the warrants were exercised on February 8, 2023 (see Note 8 - Warrants, for a description of the valuation on that date), the following table represents the weighted average inputs used in calculating the fair value of the preferred share warrants outstanding as of December 31, 2022:

December 31, 2022

The fair value upon issuance of the FPA (both the FPA Put Option liability and Fixed Maturity Consideration) and subsequent changes in fair value are included in other expense, net in the consolidated statements of operations and comprehensive loss in the corresponding period.

The fair value of the FPA was estimated using a Monte-Carlo Simulation in a risk-neutral framework through March 31, 2024.

Because the stock price already traded below the threshold of $ 3.00 per share for 49 days out of 50 trading days during a 60 -day consecutive trading-day period, management determined that estimating the fair value of the FPA using an accelerated FPA Maturity Date was more appropriate.

As such, the model calculated the value of the in-substance written put option and the portion of the Maturity Consideration in excess of the Fixed Maturity Consideration as if the Early Termination Option was exercised on June 30, 2024.

Thereafter, the in-substance written put option was calculated as the repurchase of the Recycled Shares at the Share Price minus the Company’s share price as of the reporting date.

Maturity Consideration was calculated as 7,500,000 multiplied by $ 2.00 or $ 15,000 , which included the Fixed Maturity Consideration calculated as 7,500,000 less the Terminated Shares multiplied by $ 2.00 , or $ 3,167 .

The following table represents the inputs used in calculating the fair value of the prepaid forward contract and the Fixed Maturity Consideration as of December 31, 2024 and December 31, 2023:

December 31, 2024 December 31, 2023

Stock price $ 1.37 $ 5.03

Weighted average exercise price $ 3.96

Term (in years) 0 2.11

Expected volatility 73.4 %

Risk-free interest rate 4.47 %

Expected volatility N/A 50.0 %

Risk-free interest rate N/A 4.16 %

Expected dividend yield — % — %

Shortfall Warrants

The fair value of the Shortfall Warrants was estimated using a Black-Scholes option pricing model.

The following table represents the weighted average inputs used in calculating the fair value of the Shortfall Warrants as of May 13, 2023 when the Shortfall Warrant Agreement was amended and the Shortfall Warrants were marked-to-market and reclassified to Additional paid-in capital on the consolidated balance sheets:

The Company has filed suit against Vellar in July 2024 under the FPA and fully settled with ACM in October 2024 (see Note 9 - Forward Purchase Agreement and Note 17 - Commitments and Contingencies )

Convertible Note

The Company has elected to measure the Convertible Note using the fair value option under ASC 825.

As of December 31, 2024, no part of the Convertible Note had converted into the Company’s common stock as no Qualified Equity Financing nor Non-Qualifying Financing events have occurred and the holder had not exercised its right to convert.

The fair value of the Convertible Note was estimated using a binomial lattice model.

At issuance, the Company recognized the Convertible Note liability at a fair value of $ 40,150 on August 6, 2024.

Subsequently, the Company remeasured the liability and recognized a decrease of approximately $ 11,743 on the consolidated statements of operations and comprehensive loss within Other expense, net, representing the change in fair value from the initial closing to December 31, 2024, and $ 781 attributable to the change in the instrument-specific credit risk in other comprehensive income.

The following table represents the inputs used in calculating the fair value of the Convertible Note as of December 31, 2024 and August 6, 2024:

December 31, 2024 August 6, 2024

Stock price $ 1.37 $ 1.40

Weighted average exercise price $ 10.00

Term (in years) 4.60 5

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Expected dividend yield — % — %

SAFE Liabilities and AM SAFE Warrant

The change in fair value between reporting periods for the Brookfield SAFE liability is included in Other expense, net in the consolidated statements of operations and comprehensive loss for years ended December 31, 2023 and 2022.

The change in fair value between December 31, 2022 and the Closing Date for the AM SAFE liability is included in Other expense, net in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2023.

See below for further details on the AM SAFE liability and see Note 8 - Warrants for further details on the AM SAFE warrant.

The Company’s AM SAFE liability (until conversion to shares on the Closing Date), AM SAFE warrant (until conversion to an equity classified warrant on the Closing Date) and Brookfield SAFE liability are mark-to-market liabilities and are classified within Level 3 of the fair value hierarchy as the Company is using a scenario-based approach which allowed the Company to estimate the implied value of the business based on the terms of the SAFE.

Significant unobservable inputs included probability and expected term.

Probability was based upon the likelihood of the Company closing a transaction with a special purpose acquisition company.

The expected term was based on the anticipated time until the SAFE investments would have a conversion event.

As of December 31, 2022, the AM SAFE had a fair value of $ 28,986 and was recorded within AM SAFE liability on the consolidated balance sheets.

Significant inputs for Level 3 AM SAFE liability fair value measurement at December 31, 2022 are as follows:

Near Term Long-Term

Key assumptions:

Probability weighting 61 % 39 %

Time to conversion (in years) 0.1 0.8

Brookfield SAFE

The Brookfield SAFE is legal form debt that the Company has elected to measure using the FVO under ASC 825.

As of December 31, 2024, no part of the Brookfield SAFE had converted to Company common shares as no qualifying projects had been presented to Brookfield yet.

There were no cash flows associated with the Brookfield SAFE as of December 31, 2024.

As of December 31, 2024, the Company expected to present projects to Brookfield to result in the Brookfield SAFE liability being automatically converted into shares at 75 % with remaining portion to be outstanding until maturity.

For the conversion portion, since the liquidity price was set at the Business Combination, the number of shares that Brookfield receives is fixed.

Based on this expectation, the value of the Brookfield SAFE is equal to the Brookfield SAFE's as-converted value, which is the converted portion of initial purchase amount, divided by the liquidity price, multiplied by the stock price.

For the maturity portion, the Brookfield SAFE is not automatically converted prior to maturity.

At maturity, the holder could either convert or receive the remaining principal and interest in cash, similar in structure to a standard convertible note.

Accordingly, the fair value of the maturity portion was estimated using the Black-Scholes option pricing model.

The strike price would be the accrued balance of the Brookfield SAFE at maturity.

On a per share basis the strike price would be $ 14.69 (i.e.

$ 10.00 grown at 8.0 percent until maturity five ( 5 ) years from issuance).

The “stock” price

input would be the current value of the shares that Brookfield would receive at conversion.

On a per share price basis, the stock price input would be the Valuation Date stock price of $ 1.37 .

Based on the portion of the Brookfield SAFE expected to automatically convert and the portion of the Brookfield SAFE expected to remain outstanding until maturity, the estimated fair value of Brookfield SAFE was 13,223 as of December 31, 2024, which is recorded on the consolidated balance sheets.

Significant inputs for Level 3 Brookfield SAFE measurement at December 31, 2024 and December 31, 2023 are as follows:

December 31, 2024 December 31, 2023

Initial purchase amount $ 50,000 $ 50,000

Liquidity price $ 10.00 $ 10.00

Discount rate 24.7 % 24.7 %

At conversion to equity classification on February 8, 2023, the AM SAFE warrant was valued usin g a Black-Scholes option pricing model as the warrant became exercisable for a fixed number of shares at a fixed price as described in Note 8 - Warrants .

The following table represents the weighted average inputs used in calculating the fair value of the AM SAFE warrants outstanding at conversion to equity on February 8, 2023:

February 8, 2023

Stock price $ 1.37 $ 5.03

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Expected dividend yield

Significant inputs for Level 3 AM SAFE warrant fair value measurement at December 31, 2022 are as follows (in thousands):

Near Term Long-Term

Key assumptions:

Probability weighting 61 % 39 %

Remaining life (in years) 5.0 5.0

Volatility 75 % 75 %

Interest rate 3.99 % 3.99 %

Time to conversion (in years) 0.1 0.8

Risk-free interest rate 4.12 % 4.75 %

Dividend yield — % — %

The Brookfield SAFE is legal form debt that the Company has elected to measure using the FVO under ASC 825.

As of December 31, 2023, no part of the Brookfield SAFE has converted to Company common shares as a

qualifying financing had not yet occurred and no project investments were presented.

There were no cash flows associated with the Brookfield SAFE in the year ended December 31, 2023.

As of its issuance date, the fair value of the Brookfield SAFE was equal to the investment amount of $ 50,000 based on the orderly nature of the transaction.

The value as of December 31, 2022 remained the same due to the proximity of the valuation date to the issuance date (i.e., less than two months) and the absence of events which would indicate a change in expected payoffs to the investor.

As of December 31, 2022 the same expectations about sufficient projects meeting the agreed-upon investment criteria pursuant to the Brookfield Framework Agreement are maintained.

As such the Brookfield SAFE’s fair value was estimated to be $ 50,000 , as of December 31, 2022.

As of December 31, 2023, the Company expects to present sufficient projects to Brookfield to result in the Brookfield SAFE being automatically converted into shares.

Since the liquidity price is not expected to change during the life of the Brookfield SAFE, the number of shares that Brookfield receives is fixed.

Based on this expectation, the value of the Brookfield SAFE is equal to the Brookfield SAFE's as-converted value, which is the initial purchase amount, divided by the liquidity price, times the stock price, resulting in an estimated fair value of $ 25,150 recorded on the consolidated balance sheet.

Significant inputs for Level 3 Brookfield SAFE measurement at December 31, 2023 are as follows:

December 31, 2023

Initial purchase amount $ 50,000

Liquidity price $ 10.00

Stock price $ 5.03

Public Warrants and Private Placement Warrants

For the Public Warrants, the Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value and recognized an increase in the fair value of the liability of approximately $ 1,224 on the consolidated statements of operations and comprehensive loss within Other expense, net representing the change in fair value from the Closing Date to December 31, 2023.

For the Public Warrants, the Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value.

Changes in fair value are recorded in Other expense, net within the consolidated statements of operations and comprehensive loss.

The Company recognized decreases in the fair value of the liability of $ 1,600 during the year ended December 31, 2024 compared to an increase of $ 1,224 in 2023.

The fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model.

For the year ended December 31, 2023, the Company recognized an increase in the fair value of liabilities of approximately $ 1,766 on the consolidated statements of operations and comprehensive loss within Other expense, net representing the change in fair value from the Closing Date to December 31, 2023.

The following table represents the weighted average inputs used in calculating the fair value of the Private Placement Warrants outstanding as of December 31, 2023:

December 31, 2023

For the year ended December 31, 2024, the Company recognized a decrease in the fair value of $ 2,483 compared to a decrease of $ 1,766 for the prior year.

Changes in fair value are recorded on the consolidated statements of operations and comprehensive loss within Other expense, net.

The following table represents the weighted average inputs used in calculating the fair value of the Private Placement Warrants outstanding as of December 31, 2024 and December 31, 2023:

December 31, 2024 December 31, 2023

Stock price $ 1.37 $ 5.03

5 unchanged sentences

The following tables represent reconciliations of the fair value measurements of the assets and liabilities using significant unobservable inputs (Level 3) (in thousands):

Convertible Note FPA Put Option Fixed Maturity Consideration Brookfield SAFE Private Placement Warrants

Balance as of January 1, 2024

$ — $ ( 37,523 ) $ ( 7,228 ) $ ( 25,150 ) $ ( 3,914 )

Issuance of the Convertible Note ( 40,150 ) — — — —

Partial settlement of Forward Purchase Agreement — 30,000 4,123 — —

(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss

( 10,962 ) ( 22,492 ) ( 1,018 ) 11,927 2,482

Balance as of December 31, 2024 $ ( 51,112 ) $ ( 30,015 ) $ ( 4,123 ) $ ( 13,223 ) $ ( 1,432 )

FPA Put Option

Fixed Maturity Consideration Shortfall Warrants Warrants on Preferred Shares AM SAFE liability AM SAFE warrant Brookfield SAFE Private placement warrants

Fixed Maturity Consideration FPA Warrants

Warrants on Preferred Shares AM SAFE liability AM SAFE warrant Brookfield SAFE Private Placement Warrants

Balance as of January 1, 2023 $ — $ — $ — $ ( 2,119 ) $ ( 28,986 ) $ ( 1,989 ) $ ( 50,000 ) $ —

8 unchanged sentences

Balance as of December 31, 2023 $ ( 37,523 ) $ ( 7,228 ) $ — $ — $ — $ — $ ( 25,150 ) $ ( 3,914 )

$ ( 37,523 ) $ ( 7,228 ) $ — $ — $ — $ — $ ( 25,150 ) $ ( 3,914 )

Warrants on Preferred Shares AM SAFE liability AM SAFE warrant Brookfield SAFE

Balance as of January 1, 2022 $ ( 1,145 ) $ ( 28,271 ) $ ( 1,729 ) $ —

Issuance of Brookfield SAFE Liability

— — — ( 50,000 )

Gain (loss) recognized in other expense, net on the consolidated statement of operations and comprehensive loss

( 974 ) ( 715 ) ( 260 ) —

Balance as of December 31, 2022

$ ( 2,119 ) $ ( 28,986 ) $ ( 1,989 ) $ ( 50,000 )

Note 11 — Other Current Assets

As of December 31, 2024 and 2023 other current assets consisted of the following (in thousands):

December 31, 2023 December 31, 2022

$ 2,156 $ 1,750

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The Company’s property, plant and equipment, net consisted of the following (in thousands):

December 31, 2023 December 31, 2022

Land $ 64 $ 64

Plant and Equipment $ 45,014 $ 40,827

Leasehold improvements 7,012 4,837

Instruments and equipment 40,827 33,093

Vehicles 92 85

Office Equipment and furniture 2,351 2,103

Other 900 871

Vehicles 92 92

Construction in progress

1 unchanged sentence

Less accumulated depreciation and amortization $ 37,770 $ 32,287

Total property, plant and equipment, net

Property, plant and equipment, net

$ 22,333 $ 22,823

Depreciation for the years ended December 31, 2023 and December 31, 2022 totaled $ 5,452 and $ 4,660 , respectively.

Depreciation for the years ended December 31, 2024 and 2023 totaled $ 5,567 and $ 5,452 , respectively.

Note 13 — Income Taxes

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The Company does not provide for federal income taxes on the undistributed earnings of its foreign subsidiaries as such earnings are reinvested indefinitely.

The Company and its foreign subsidiaries have historically been loss generating entities that have resulted in no excess earnings to consider for repatriation and accordingly there are no deferred income taxes recognized for the years ended December 31, 2023 and 2022.

The Company recorded an income tax expense of $ 0 for the twelve months ended December 31, 2023 and 2022, representing an effective tax rate of 0 %.

The Company and its foreign subsidiaries have historically been loss generating entities that have resulted in no excess earnings to consider for repatriation and accordingly there were no deferred income taxes recognized for the years ended December 31, 2024 and 2023.

The Company recorded no income tax expense for the years ended December 31, 2024 and 2023, representing an effective tax rate of 0 %.

The difference between the U.S.

federal statutory rate of 21 % and the Company's effective tax rate in the twelve months ended ended December 31, 2023 and 2022 is primarily due to a full valuation allowance related to the Company's U.S.

federal statutory rate of 21 % and the Company's effective tax rate in the years ended December 31, 2024 and 2023 was primarily due to a full valuation allowance related to the Company's U.S.

and foreign deferred tax assets.

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There are tax years which remain subject to examination in various other state and foreign jurisdictions that are not material to the Company's financial statements.

The components of (loss) income before income taxes and gain from equity method investees, net are as follows (in thousands):

Year Ended December 31,

The components of (loss) income before income taxes and loss from equity method investees, net are as follows (in thousands):

Years Ended December 31,

United States $ ( 136,223 ) $ ( 134,020 )

1 unchanged sentence

Total $ ( 137,731 ) $ ( 134,098 )

The Company does not have any current or deferred taxes in either the United States or our foreign operations.

The Company does not have any current or deferred taxes in either the United States or its foreign operations.

The following table is a reconciliation of income taxes computed at the statutory federal income tax rate (21.0% federal income tax rate in the United States for 2024 and 2023) to the income tax expense (benefit) reflected in the consolidated statement of operations and comprehensive loss (in thousands, except percentages):

Year Ended December 31,

Years Ended December 31,

Income tax (benefit) at the statutory federal income tax rate $ ( 28,924 ) 21.0 % $ ( 28,145 ) 21.0 %

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Share Based Compensation 547 ( 0.4 ) % 197 ( 0.1 ) %

197 ( 0.1 )% 288 ( 0.4 )%

Nondeductible loss on stock 1,126 ( 0.8 ) % 6,324 ( 4.7 ) %

6,324 ( 4.7 )% — — %

Equity method investment — — % ( 701 ) 0.9 %

Valuation allowance 34,544 ( 25.1 ) % 31,661 ( 23.6 ) %

Deferred True-Up — — % ( 2,836 ) 3.7 %

Expiring NOLs

1,109 ( 0.8 ) % — — %

Other 3,644 ( 2.6 ) % ( 265 ) 0.2 %

Total income tax expense (benefit) $ — — % $ — — %

$ — — % $ — — %

Deferred Taxes

Significant components of deferred tax assets and liabilities were as follows (in thousands):

Year Ended December 31,

Years Ended December 31,

Deferred tax assets:

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Other 4,357 1,051

Total deferred tax assets

213,679 176,391

Valuation allowance ( 205,566 ) ( 171,223 )

Net deferred tax asset 5,168 2,898

Total net deferred tax asset

Deferred tax liabilities:

Operating lease asset ( 8,113 ) ( 5,584 )

Other 416 ( 773 )

Total deferred tax liabilities ( 8,113 ) ( 5,168 )

1 unchanged sentence

At December 31, 2024 and 2023, the Company had $ 456,014 and $ 395,590 , respectively, of tax losses and credits carried forward subject to shareholder continuity and acceptance in the countries where the Company has tax losses carried forward.

R&D tax credits included within these amounts are $ 35,147 for both periods, which may be available to offset future income tax liabilities.

At December 31, 2023 and 2022, the net operating loss and credit carryforwards are comprised of $ 321,743 and $ 318,382 in the United States,$ 30,011 and $ 29,691 in state and local, $ 43,805 and $ 43,655 in foreign jurisdictions, respectively.

R&D tax credits included within these amounts are $ 35,111 and $ 35,147 for the respective periods, which may be available to offset future income tax liabilities.

At December 31, 2024 and 2023, the net operating loss and credit carryforwards were comprised of $ 376,507 and $ 321,743 in the United States,$ 34,019 and $ 30,011 in state and local jurisdictions, $ 45,456 and $ 43,805 in foreign jurisdictions, respectively.

At December 31, 2024 and 2023, the Company had net operating loss carryforwards of approximately $ 148,511 and $ 144,588 , respectively, that expire in various years from 2024 through 2044, plus $ 272,391 and $ 215,891 , respectively, for which there is no expiration date.

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The Company had a change in ownership in November 2014.

T herefore, the Company’s ability to utilize its net operating loss carryforwards incurred prior to the 2014 ownership change, will be subject in future periods to annual limitations.

Therefore, the Company’s ability to utilize its net operating loss carryforwards incurred prior to the 2014 ownership change, will be subject in future periods to annual limitations.

In assessing the realizability of deferred tax assets, the Company assesses whether it is more-likely-than-not that a portion or all of the deferred tax assets will not be realized.

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The amount of net deferred tax assets considered realizable could be increased or reduced in the future if the Company’s assessment of future taxable income or tax planning strategies changes.

The Company and its foreign subsidiaries have historically been loss generating entities that have resulted in no excess earnings to consider for repatriation and accordingly there were no deferred income taxes recognized as of December 31, 2024 and 2023.

At December 31, 2024 and 2023, the Company had no tax liability or benefit related to uncertain tax positions.

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While it is uncertain whether the U.S.

will enact legislation to adopt Pillar 2, certain countries in which we operate have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar 2.

We do not anticipate Pillar 2.0 to have material impacts on our effective tax rate, financial position or cash flows.

will enact legislation to adopt Pillar 2, certain countries in which the Company operates, have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar 2.

The Company does not anticipate Pillar 2 to have material impacts on its effective tax rate, financial position or cash flows.

Note 14 — Share-Based Compensation

The Company adopted the LanzaTech 2023 Long-Term Incentive Plan (the “LTIP”) in conjunction with the closing of the Business Combination.

In 2023, the Company adopted the LanzaTech Long-Term Incentive Plan (the “LTIP”) in conjunction with the closing of the Business Combination.

The LTIP provides for grants of a variety of awards to employees, directors, and other service providers to the Company, including, but not limited to stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards and other stock-based awards or cash incentives.

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time-based RSUs, and market-based RSUs.

Time-based RSUs granted to employees and other service providers (other than directors) are generally subject to a three-year annual pro-rata vesting schedule whereby the awards generally vest in 3 equal tranches on the first, second, and third anniversaries of the vesting commencement date, subject to grantee’s continued service through each vesting date.

Time-based RSUs granted to employees and other service providers (other than directors) are generally subject to a three-year annual pro-rata vesting schedule whereby the awards generally vest in three equal tranches on the first, second, and third anniversaries of the vesting commencement date, subject to grantee’s continued service through each vesting date.

However, vesting will accelerate in certain circumstances (e.g., retirement, death, disability, or a qualified termination in connection with a change in control).

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Both components must be met for the award to vest.

The market-based RSUs are subject to the same three-year annual pro-rata vesting

schedule as the employee time-based RSUs.

The market-based RSUs are subject to a three-year annual pro-rata vesting schedule whereby the awards generally vest in three equal tranches on the first, second, and third anniversaries of

the vesting commencement date, subject to grantee’s continued service through each vesting date.

The market-based vesting component is satisfied if on any date during the period beginning on the 151 st date following the vesting commencement date and ending on the fifth anniversary of the vesting commencement date, the average closing price of a share of the Company’s common stock, equals or exceeds $ 11.50 , determined using the closing share price from the 20 trading days preceding such determination date.

The following assumptions were used in the lattice-based option valuation model for market-based RSUs granted during the year ended December 31, 2023.

There were no market-based RSUs granted during the year ended December 31, 2022.

Derived service period in years

Expected volatility

Expected dividends

Risk-free rate

3.45 % - 4.44 %

A summary of the unvested time-based and market-based equity-classified RSUs are presented in the following table:

Time-based RSUs

Market-based RSUs

(in thousands)

Weighted Average Grant Date Fair Value Shares

Time-based RSUs Market-based RSUs

(in thousands) Weighted Average Grant Date Fair Value Shares

(in thousands) Weighted Average Grant Date Fair Value

January 1, 2023 — — — $ —

Non-vested Outstanding at January 1, 2024

3,155 $ 3.51 3,930 $ 1.69

Granted 2,401 3.00 — —

1 unchanged sentence

Cancelled/forfeited ( 396 ) 3.32 ( 214 ) 1.61

December 31, 2023 3,155 3.51 3,930 $ 1.69

Non-vested Outstanding at December 31, 2024 4,009 $ 3.22 3,463 $ 1.71

The Company recorded compensation expense related to the time-based RSUs of $ 5,355 for the year ended December 31, 2024.

Unrecognized compensation costs as of December 31, 2023 was $ 7,919 and will be recognized over a weighted average of 2.20 years.

Unrecognized compensation cost as of December 31, 2024 was $ 8,444 and will be recognized over a weighted average of 1.75 years.

The Company recorded compensation expense related to the market-based RSUs of $ 1,958 for the year ended December 31, 2024.

2 unchanged sentences

In accordance with the LTIP and Prior Stock Plans, grantees have also been granted stock options to purchase common shares.

The exercise prices of each stock option was no less than the fair market value price of the Company’s common shares determined as of the date of grant.

The exercise price of each stock option was no less than the fair market value price of the Company’s common shares determined as of the date of grant.

The stock options generally vest over the course of two to five years , subject to the service provider’s continued service through each vesting date.

1 unchanged sentence

The below tables reflect the stock options granted prior to the Business Combination multiplied by the exchange ratio and the weighted average exercise price divided by the exchange ratio.

The following assumptions were used in the option valuation model for options granted during the year ended December 31, 2023.

There were no options granted during the year ended December 31, 2022.

Expected term in years

Expected volatility

76.70 % - 76.80 %

Expected dividends

Risk-free rate

3.45 % - 3.60 %

Stock option awards outstanding as of December 31, 2024 and changes during the period ended December 31, 2024 were as follows:

Shares subject to option (thousands)

Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value (thousands)

Shares subject to option (thousands) Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value (thousands)

Outstanding at January 1, 2024

2 unchanged sentences

Exercisable at January 1, 2024

11,203 $ 1.44

Granted 3,254 3.10

1 unchanged sentence

Cancelled/forfeited ( 560 ) 3.31

Expired ( 241 ) 3.19

Outstanding at December 31, 2024

3 unchanged sentences

12,819 $ 1.67 4.31 $ 1,294

The Company recorded compensation expense related to the options of $ 5,623 and $ 2,527 for the years ended December 31, 2023 and 2022.

The Company recorded compensation expense related to the options of $ 6,132 and $ 5,623 for the years ended December 31, 2024 and 2023, respectively.

Unrecognized compensation costs as of December 31, 2024 was $ 8,369 and will be recognized over a weighted average of 1.78 years.

3 unchanged sentences

Upon a liquidity event, if the participant’s service has not terminated, the entire RSA award vests in full, whether or not previously eligible for vesting.

If the participant’s service has terminated and they have satisfied the time-based service condition, the RSAs that are outstanding and eligible for vesting immediately vest in full upon liquidity event.

If the participant’s service has terminated and the participant has satisfied the time-based service condition, the RSAs that are outstanding and eligible for vesting immediately vest in full upon liquidity event.

The time-based service requirements of the RSAs have a maximum term of three years from the date of grant.

As of December 31, 2022, there were 2,535,825 outstanding unvested RSAs with a weighted average grant date fair value of $ 1.08 .

The Business Combination constituted a “liquidity event” which caused the vesting of all such outstanding, unvested RSAs.

The vesting of the RSAs resulted in compensation expense of $ 2,741 for the year ended December 31, 2023, respectively.

There was no compensation expense recorded in the comparable periods in 2022, because the Company concluded that the liquidity event performance condition was not probable of being satisfied at the time.

The vesting of the RSAs resulted in compensation expense of $ 2,741 for the year ended December 31, 2023.

In connection with the vesting of these RSAs, certain holders of the RSAs surrendered 771,141 shares in a withhold to cover transaction to fund the payment of applicable tax withholding on their behalf by the Company.

This resulted in a total cash payment of $ 7,650 by the Company to the Internal Revenue Service for the applicable tax withholding associated with this vesting event.

There were no RSA award outstanding as of December 31, 2024.

Liability-Classified Awards

Under a phantom equity sub-plan of the LTIP, certain non-US employees of the Company were provided with Phantom RSUs that can only be settled in cash and are therefore recorded as a liability.

The Phantom RSUs have a graded vesting schedule and vest in 3 equal tranches on the first, second, and third anniversaries of the vesting commencement date, subject to the employee meeting the requisite service requirements.

Grantees are entitled to receive a cash payment equal to the fair market value of a share multiplied by the number of vested RSUs as of the applicable vesting date.

The Phantom RSUs have a graded vesting schedule and vest in three equal tranches on the first, second, and third anniversaries of the vesting commencement date, subject to the employee meeting the requisite service requirements.

Grantees are entitled to receive a cash payment equal to the fair market value of a share multiplied by the number of vested Phantom RSUs as of the applicable vesting date.

Under a phantom equity sub-plan of the LTIP, certain non-US employees of the Company were provided with Phantom SARs that can only be settled in cash and are therefore recorded as a liability.

The Phantom SARs have a graded vesting schedule and vest in three equal tranches on the first, second, and third anniversaries of the vesting commencement date, subject to the employee meeting the requisite service requirements.

The Phantom SARs

have a graded vesting schedule and vest in three equal tranches on the first, second, and third anniversaries of the vesting commencement date, subject to the employee meeting the requisite service requirements.

Phantom SARs expire 10 years after the grant date and entitle the grantee to receive a cash payment upon exercise of the award equal to the excess of the fair market value of a share on the date of exercise over the exercise price multiplied by the number of SARs exercised.

Note 15 — Related Party Transactions

As of December 31, 2023 and December 31, 2022, the Company has an equity ownership in LanzaJet and SGLT (see Note 6 - Investments for further details).

As of December 31, 2024 and 2023, the Company had equity ownership in LanzaJet and SGLT (see Note 6 - Investments for further details).

The table below summarizes amounts related to transactions with these related parties (in thousands):

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The following table presents revenue from related parties per disaggregated revenue categories:

Year Ended December 31,

Years Ended December 31,

Revenue from related parties, included within Licensing $ 11,297 $ 3,449

1 unchanged sentence

The main transactions with related parties are described below:

The Company and LanzaJet have entered into a master service agreements defining the terms when LanzaJet is a subcontractor for some of the Company’s projects, and conversely, when the Company is a subcontractor for LanzaJet’s projects.

The Company and LanzaJet have entered into a master service agreement defining the terms when LanzaJet is a subcontractor for some of the Company’s projects, and conversely, when the Company is a subcontractor for LanzaJet’s projects.

The accounts payable balance is for work that LanzaJet performed as a subcontractor to the Company.

In connection with the formation of LanzaJet, the Company entered into a transition services agreement with LanzaJet, refer to Note 6 - Investments , for more information.

In connection with the formation of LanzaJet, the Company entered into a transition services agreement with LanzaJet.

The transition services agreement generally sets out the respective rights, responsibilities and obligations of the Company and LanzaJet with respect to R&D services, access to office and laboratory space, business development and other administrative support services.

The transition services agreement may be terminated by mutual consent of the Company and LanzaJet, by LanzaJet at any time, and by the Company upon breach or non-payment by LanzaJet.

There are no substantive termination penalties in the

event the Company terminates.

There are no substantive termination penalties in the event the Company terminates.

For the years ended December 31, 2024 and 2023, the Company recognized revenue from related parties of approximately $ 194 and $ 245 , respectively, under the transition services agreement.

The Company also provides certain engineering and other services related to a gas-to-jet demonstration plant currently in development by LanzaJet pursuant to the Investment Agreement described in Note 6 - Investments and other projects whereby LanzaJet is the customer.

The Company recognized revenue of $ 468 for the year ended December 31, 2023 and an immaterial amount of revenue for the year ended December 31, 2022.

In 2023, LanzaTech additionally sold LanzaJet the right to utilize some of LanzaTech’s completed engineering work as a basis for future LanzaJet projects and recorded revenue of $ 2,000 , net of $ 461 of intra-entity profit elimination, with deferred payment terms no later than December 2024.

In addition to the licensing and sublicensing of its intellectual property, pursuant to the Investment Agreement as described in Note 6 - Investments , the Company provides certain engineering and other services related to a gas-to-jet demonstration plant currently in development by LanzaJet and other projects whereby LanzaJet is the customer.

The Company recognized revenue of $ 62 and $ 468 , respectively, for the years ended December 31, 2024 and 2023.

In December 2023, LanzaTech sold LanzaJet the right to utilize some of LanzaTech’s completed engineering work as a basis for future LanzaJet projects for a price of $ 2 million and recorded a $ 2 million receivable.

The payment will be offset against the license fees LanzaTech would pay to LanzaJet for the use of their

technology in the Company’s projects.

A license agreement is in process and is expected to be executed in 2025, at which time the Company’s $ 2 million receivable will be reduced to the extent of payments due and payable under the license agreement.

The Company recognized $ 231 in deferred profit for the year ended December 31, 2024.

In May 2020, the Company entered into an agreement to lease certain land to a subsidiary of LanzaJet and recognized lease revenue on a straight-line basis over the life of the lease agreement.

Refer to Note 18 - Leases , for additional information.

LanzaJet Note Purchase Agreement

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

The Company committed to purchase $ 5.5 million of Subordinated Secured Notes, which was funded on May 1, 2023.

On November 9, 2022, the Company and the other LanzaJet shareholders entered into a Note Purchase Agreement (the “LanzaJet Note Purchase Agreement”), pursuant to which LanzaJet Freedom Pines Fuels LLC (“FPF”), a wholly owned subsidiary of LanzaJet, will issue, from time to time, notes in an aggregate principal amount of up to $ 147,000 (the “Notes”), comprised of approximately $ 113,500 aggregate principal amount of 6.00 % Senior Secured Notes maturing December 31, 2043 and $ 33,500 aggregate principal amount of 6.00 % Subordinated Secured Notes maturing December 31, 2043.

The Company committed to purchase $ 5,500 of Subordinated Secured Notes, which was funded 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 the intellectual property owned or in-licensed by LanzaJet.

Each purchaser of Notes under the Note Purchase Agreement also received a warrant for the right to purchase 575,000 shares of common stock of LanzaJet for each $ 10 million of Notes purchased by such purchaser for an exercise price of $ 0.01 per share.

The warrants are exercisable when the related loan commitment is funded, and may be exercised until the earlier of the third anniversary following the date the holder’s loan commitment is fully funded, or the end of the availability period as defined in the Note Purchase Agreement if the commitment has not been fully funded.

Each purchaser of Notes under the LanzaJet Note Purchase Agreement also received a warrant for the right to purchase 575,000 shares of common stock of LanzaJet for each $ 10,000 of Notes purchased by such purchaser for an exercise price of $ 0.01 per share.

The warrants are exercisable when the related loan commitment is funded, and may be exercised until the earlier of the third anniversary following the date the holder’s loan commitment is fully funded, or the end of the availability period as defined in the LanzaJet Note Purchase Agreement if the commitment has not been fully funded.

In the case of the Company, LanzaTech received warrants to purchase 316,250 shares of common stock of LanzaJet, which became exercisable by the Company when the note was funded on May 1, 2023.

The Company exercised the warrants in January 2024.

Upon funding of the Notes, the warrants meet the accounting criteria to be considered in-substance common stock, and are accounted for as part of the equity-method investment.

Refer to Note 6 - Investments.

The Note Purchase Agreement may be amended with the approval of holders of at least 66 2∕3% of the Notes, except with respect to certain rights that require approval of all holders to amend.

Upon an event of default under the Note Purchase Agreement, each purchaser may accelerate the payment of its own Notes.

The LanzaJet Note Purchase Agreement may be amended with the approval of holders of at least 66 2∕3% of the Notes, except with respect to certain rights that require approval of all holders to amend.

Upon an event of default under the LanzaJet Note Purchase Agreement, each purchaser may accelerate the payment of its own Notes.

Enforcement against the collateral securing the Notes requires the approval of certain holders as specified in the Notes.

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In exchange, the Company is entitled to receive fixed licensing consideration, calculated as a percentage of the maximum amount of royalties owed to SGLT from its sublicenses.

For the year ended December 31, 2023, the Company recognized sublicensing revenue of $ 1,200 .

Prior to June 2023, the Company was only entitled to royalties from SGLT, if SGLT received sublicense royalty payments.

For the twelve months ended months ended December 31, 2022, the Company did not recognize any sublicensing revenue as no royalties were received by SGLT.

Note 16 — Redeemable, Convertible Preferred Stock

Prior to the Business Combination, the Company had six outstanding series of contingently redeemable convertible preferred stock.

The dollar amounts and share counts in the table below are adjusted to reflect the impact of the exchange ratio on the shares authorized, shares issued and outstanding, and issue price.

The authorized, issued and outstanding shares, issue price, and carrying value as of December 31, 2022 are as follows (in thousands, except share and per share amounts):

Shares Authorized Shares

Outstanding Issue Price Carrying

Series A 20,414,445 20,414,445 $ 0.40 - $ 0.90

Series B 7,582,934 7,582,934 2.37 18,000

Series C 18,613,084 18,121,698 3.36 60,850

Series D 44,946,572 44,452,681 4.56 188,402

Series E 22,678,139 22,678,139 5.23 118,076

Series F 15,898,496 15,898,496 5.23 83,073

For the year ended December 31, 2024, the Company did not recognize any sublicensing revenue compared to $ 1,200 in 2023.

Note 16 - Reportable Segment

The Company operates as one operating segment and therefore one reportable segment, focused on integrated solutions to customers based on its proprietary technology.

The determination of the Company’s reportable segment is consistent with the financial information regularly reviewed by the chief operating decision maker (“CODM”) for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting for future periods.

The Company’s chief operating decision maker is its Chief Executive Officer.

The Company’s single operating segment generates revenues from its three business lines:

(1) biorefining, (2) joint development agreements (“JDAs”), contract research, and (3) CarbonSmart sales, all of which share the Company’s technology platforms, research and development infrastructure, and operational resources.

Operations and strategies are centralized across the business lines and geographic regions.

While the Company operates in various countries, its financial results and operations are viewed on a global basis.

The CODM primarily uses revenue and net loss as reported on the consolidated statements of operations, as the measure of profit or loss to allocate resources during the annual budget and forecasting process.

The CODM also uses consolidated net loss, along with financial and non-financial inputs, to evaluate the Company’s performance, and make strategic decisions related to headcount and capital expenditures on a consolidated basis.

The measure of segment assets is reported on the balance sheet as total assets.

The CODM does not review segment assets at a level other than that presented in the Company’s consolidated balance sheets.

The table below presents the Company’s consolidated operating results including significant segment expenses:

Year Ended December 31,

Consolidated Revenues

$ 49,592 $ 62,631

All redeemable, convertible preferred stock was converted into common shares on the Closing Date of the Business Combination on a 1 :1 basis.

Immediately before the conversion, all cumulative dividends were declared, totaling a dividend payable of $ 241,529 .

This dividend was paid in-kind and subsequently converted, as a result of the Business Combination, into an additional 24,152,942 common shares.

After the in-kind dividend payment and the conversion, the former preferred shareholders held 153,895,644 common shares.

Prior to the Business Combination, redemption features of the preferred shares were not fixed and did not have a determinable price on fixed or determinable dates.

As of December 31, 2022, the preferred shares were not currently redeemable, and it was not probable that the preferred shares would become redeemable, since it was uncertain whether or when circumstances exist that would constitute a deemed liquidation event.

Accordingly, the Company did not adjust the carrying value of the preferred shares to their redemption values.

Consolidated Cost of Sales

25,970 44,979

Salaries and benefits expenses 1

75,710 77,094

External service providers 1

29,359 23,803

Other Operating expenses (net of recharges)

27,486 23,135

Net loss from operations

$ ( 108,933 ) $ ( 106,380 )

Other expenses, net

( 14,564 ) ( 24,816 )

Loss from equity method investees, net

( 14,234 ) ( 2,902 )

$ ( 137,731 ) $ ( 134,098 )

(1) including those salaries and benefits and external service providers expenses recharged into cost of sales.

For disaggregation of the Company’s revenues by customer location and contract type, please refer to Note 5 - Revenues and for major customers, please refer to Note 2 - Summary of Significant Accounting Policies .

Total expenditure on long-lived asset is disclosed in Note 12 - Property, Plant, and Equipment, net.

The following table presents long-lived assets by geographic region as of the periods presented:

December 31, 2024 December 31, 2023

United States $ 20,729 $ 20,964

$ 22,333 $ 22,823

Note 17 — Commitments and Contingencies

The Company may be involved in legal proceedings and exposed to potential claims in the normal course of business.

As of December 31, 2023 and December 31, 2022, the Company does not have any reasonably possible or probable losses from such claims.

In November 2022, the Company entered into a lease for real estate to expand its headquarters in Skokie, Illinois.

The lease was subsequently amended in December 2023.

The lease contains multiple lease components, and the commencement date for some lease components will occur in April and May 2024.

Accordingly, for these lease components where the lease has not commenced, there are no right-of-use assets or lease liabilities recorded on the consolidated balance sheets as of December 31, 2023.

Total lease payments through 2036 for these lease components are expected to be $ 17,216 .

As of December 31, 2024 and December 31, 2023, the Company did not have any reasonably possible or probable losses from such claims.

The Company has filed suit against Vellar under the FPA, and Vellar has filed suit against the Company, as discussed below.

Schara litigation

In May 2024, a putative class action complaint (the “Complaint”) was filed in the Delaware Court of Chancery against LanzaTech f/k/a/ AMCI, AMCI Sponsor II LLC (“AMCI Sponsor”) and the individual directors of AMCI (the “Director Defendants”) for purported damages arising from the February 10, 2023, merger between AMCI and Legacy LanzaTech.

The Company was subsequently voluntarily dismissed from the case in July 2024, before it was required to respond to the Complaint.

The Complaint asserts claims for (i) breach of fiduciary duty against the Director Defendants;

and (ii) unjust enrichment against AMCI Sponsor and the Director Defendants.

The parties have not yet engaged in any discovery in connection with the litigation and Defendants have not yet been required to respond to the Complaint.

The Company and the defendants believe the allegations and claims made in the Complaint are without merit.

As the surviving entity following the merger at issue, the Company has certain indemnification obligations to the Director Defendants in connection with the defense of the litigation.

The Company has notified the relevant D&O insurance carriers of the litigation and while the Director Defendants are covered for such costs by directors’ and officers’ insurance, such coverage is subject to a retention of $ 5,000 .

FPA litigation

In relation to the FPA, the Company’s volume-weighted average share price was below $ 3.00 per share for 50 trading days during the 60 day consecutive trading period ended on July 1, 2024 (the “VWAP Trigger Event”).

On July 22, 2024, Vellar (one of the Purchasers) notified the Company of a VWAP Trigger Event, purporting to accelerate the FPA Maturity Date of its portion of the Recycled Shares (i.e., 2,990,000 shares) to July 22, 2024.

Vellar asserts that it is entitled to:

(i) the Maturity Consideration of $ 7,500 (payable at the Company’s option in cash or shares of common stock valued at the average daily VWAP Price (as defined in the FPA) over 30 scheduled trading days ending on the accelerated FPA Maturity Date of July 22, 2024 of $ 1.91 per share) and (ii) Share Consideration of $ 2,539 , payable in cash, in each case, due and payable on July 24, 2024.

On July 25, 2024 the Company received a notice from Vellar pursuant to the FPA, stating that the Company is in default of its payment obligations.

On July 30, 2024, the Company received a notice of an event of default under the FPA from Vellar that (i) designated such date as the early termination date of the FPA and (ii) purports to result in an early termination cash payment of $ 4,164 becoming due to Vellar (equating to the sum of the Maturity Consideration and the Share Consideration minus the VWAP Price (as defined in the FPA) (as of July 29, 2024) of Vellar’s portion of the Recycled Shares).

On July 24, 2024, LanzaTech filed suit against Vellar, primarily in connection with Vellar’s sale of Recycled Shares, which LanzaTech alleges are in breach of the FPA’s requirement that Recycled Shares be held in a bankruptcy remote special purpose vehicle for the benefit of the Company unless the sale is noticed to the Company as part of an early termination, which Vellar has not done.

In the event of a sale of Recycled Shares subject to an optional early termination, the Company is entitled to receive approximately $ 10.16 for each share sold (see Note 2 - Summary of Significant Accounting Policies).

LanzaTech believes that Vellar’s notice regarding the VWAP Trigger Event and consequently, its notice of an event of default, is not valid and accordingly, that no payments are owed to Vellar in connection with the purported acceleration of the FPA Maturity Date or early termination of the FPA.

LanzaTech filed an amended complaint on September 30, 2024.

Vellar moved to dismiss, and the motion, which is fully briefed, remains pending.

The Company intends to vigorously pursue its claims against Vellar.

On October 23, 2024, Vellar filed suit against the Company, alleging breach of the FPA, and seeking $ 4,164 plus interest.

The Company intends to vigorously defend itself against the claim.

On October 24, 2024, Vellar sought advancement of certain expenses from the Company in connection with this litigation.

The Company denied the request on October 28, 2024.

Vellar filed a motion for advancement of fees on November 20, 2024,

which was fully briefed on December 20, 2024 and which remains pending.

On April 11, 2025, Vellar filed a motion to amend its complaint, seeking to add a claim for breach of the FPA Warrants, to which LanzaTech and Vellar are parties.

The amended complaint seeks damages, including liquidated damages under the FPA Warrants.

The motion to amend remains pending.

As of December 31, 2024, the Company did not have sufficient information to predict the outcome of the lawsuits.

Note 18 — Leases

4 unchanged sentences

Cash paid for amounts included in the measurement of operating lease liabilities for the years ended December 31, 2024 and 2023 was $ 1,058 and $ 1,857 , respectively.

As of December 31, 2023, lease payments for operating leases for the Company’s office facility and laboratories are shown below (in thousands):

As of December 31, 2024, lease payments for operating leases for the Company’s office facility and laboratories was as follows (in thousands):

Year ending December 31,

2025 $ ( 76 )

Thereafter 36,913

Total lease payments $ 34,698

Total future lease payments

imputed interest 20,132

1 unchanged sentence

The following is a summary of weighted average remaining lease term and discount rate for all of the Company’s operating leases:

Year Ended December 31,

Years Ended December 31,

Weighted average remaining lease term (years) 12.0 12.7

3 unchanged sentences

This agreement is accounted for as an operating lease.

In February 2022, the lease agreement with LanzaJet was amended to extend the pre-development term of the lease until the earlier of commencement of construction of the alcohol-to-jet fuel facility on the leased land or December 31, 2023, increased the annual base rent amount and increased the term from 10 years to 12 years.

Additionally, the subsidiary of LanzaJet was granted an option to renew this lease for thirteen additional periods of one year .

In August 2022, the lease agreement was amended further to increase the annual rent due upon commencement of construction of the alcohol-to-jet fuel facility.

We recognize lease revenue on a straight-line basis over the life of the lease agreement.

The following future minimum lease payments due to us from the lease agreement at December 31, 2023, is as follows (in thousands)

Through August 2024, the lease was amended three times to modify the scope of the renting areas, increase the annual rent and increase the term from 10 years to 12 years with an option to renew this lease for thirteen additional periods of one year .

The Company recognizes lease revenue on a straight-line basis over the life of the lease agreement.

For the year ended December 31, 2024, we recognized $ 155 of revenue included in revenue from related party transactions in the consolidated statements of

The future minimum lease payments owed to the Company from the lease agreement at December 31, 2024, was as follows (in thousands):

Year ending December 31,

Thereafter 932

Note 19 — Subsequent Events

Vellar cashless FPA Warrants exercise

On January 23, 2025, the Company issued 1,652,178 shares of common stock pursuant to a cashless exercise of all 2,010,000 FPA Warrants held by Vellar.

See Note 17 - Commitments and Contingencies for additional information.

Brookfield SAFE Termination and Brookfield Loan execution

On February 14, 2025, LanzaTech and Brookfield entered into a Loan Agreement (the “Loan Agreement”), and concurrently terminated the Brookfield SAFE.

Under the Loan Agreement and effective as of the termination of the Brookfield SAFE, Brookfield was deemed to have loaned to LanzaTech and LanzaTech was deemed to have borrowed from Brookfield $ 60,031 , representing the $ 50,000 initial amount under the Brookfield SAFE plus accrued interest at a rate of 8 % per annum, compounded annually from October 2, 2022 to and including February 14, 2025 (the “Loan”).

The Loan will accrue interest at a rate of 8 % per annum, compounded annually, from February 14, 2025.

The initial principal payment of $ 12,500 to Brookfield was due on or prior to February 21, 2025 and has been paid.

Any remaining outstanding principal amount of the Loan (the “Remaining Amount”), plus accrued interest will be repayable in cash upon the earlier of (i) October 3, 2027, (ii) the occurrence of certain change of control events or (iii) a breach of the Loan Agreement.

In addition, for each $ 50,000 of aggregate equity funding required for qualifying projects presented to Brookfield in accordance with the Framework Agreement, $ 5,000 of the Remaining Amount will be deemed to be repaid.

Take-Private Proposal

On April 3, 2025, the Board received a preliminary, nonbinding proposal from Carbon Direct Capital offering to acquire all of the outstanding shares of our common stock for $ 0.02 per share (the “Take-Private Proposal”).

Carbon Direct Capital is the holder of the Company’s outstanding $ 40,150 Convertible Note, which upon conversion, would entitle it to receive shares of common stock representing approximately 14.6 % of the Company’s common stock based on the total number of shares of common stock of the Company outstanding on April 10, 2025.

The Strategic Committee of the Board is currently reviewing, evaluating and negotiating the Take-Private Proposal in consultation with the Company’s financial advisor and legal counsel.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data