What changed in this filing

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Item 9A. Controls and Procedures

2025-04-15 compared with 2024-02-29 · 71 added, 87 removed, 302 unchanged (34% of the section changed)

Controls and Procedures

In LanzaTech’s registration statement (as filed with the SEC on May 24, 2023), LanzaTech disclosed within the risk factors a material weakness in its internal controls over financial reporting.

The disclosure noted that LanzaTech had not sufficiently designed, documented, and implemented formal accounting policies, processes, and controls at the entity level or over the process of the accounting for complex transactions under U.S.

GAAP, due to size limitations of the finance and accounting group.

Furthermore, as noted in our quarterly report on Form 10-Q for the period ended September 30, 2023 filed with the U.S.

Securities and Exchange Commission (“SEC”) on November 13, 2023, subsequent to September 30, 2023 and prior to the third quarter 2023 10-Q filing, we revised the accounting treatment of the Forward Purchase Agreement (“FPA”) to reclassify the prepaid forward contract from being presented as a net derivative asset on our condensed consolidated balance sheet to equity and non-current liability on the condensed consolidated balance sheet.

As a result, we restated our financial statements for the quarters ended March 31, 2023 and June 30, 2023, as filed with the SEC on December 4, 2023, to be consistent with this accounting treatment.

In connection with the restatement, we concluded that the failure of our internal controls designed to ensure appropriate accounting for complex transactions remains a material weakness in our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a–15(e) and 15d-15(e)) as of December 31, 2023.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as a result of the material weaknesses in our internal control over financial reporting described below, the Company’s disclosure controls and procedures were ineffective as of December 31, 2023.

We are in the process of implementing measures designed to improve our disclosure controls and procedures.

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a–15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of December 31, 2024.

Based on that evaluation, the CEO and CFO concluded that as a result of the material weaknesses in our internal control over financial reporting described below, the Company’s disclosure controls and procedures were ineffective as of December 31, 2024.

Notwithstanding the material weaknesses in internal control over financial reporting described above, our management has concluded that our consolidated financial statements included in this Annual Report on Form 10-K are fairly stated in all material respects in accordance with GAAP.

Management's Report on Internal Control Over Financial Reporting

Our internal control over financial reporting includes those policies and procedures designed to, in reasonable detail, accurately and fairly reflect the Company’s transactions, and provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP.

An effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error or overriding of controls, and therefore can provide only reasonable assurance with respect to reliable financial reporting.

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect all misstatements, including the possibility of human error, the circumvention or overriding of controls, or fraud.

Effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements.

Our management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2023.

In making this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013).

Management, including our CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act and based upon the criteria established in the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013).

Our management, including our CEO and CFO, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2024.

In making this evaluation, management used the criteria set forth by the COSO framework.

Based on this evaluation, management has concluded our internal control over financial reporting as of December 31, 2024 was not effective due to the material weaknesses in the Company’s internal control over financial reporting described below.

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 LanzaTech’s annual or interim financial statements will not be prevented or detected on a timely basis.

During the audit of our financial statements for the fiscal year ended December 31, 2023 we identified material weaknesses in internal control over financial reporting relating to:

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 our annual or interim financial statements will not be prevented or detected on a timely basis.

In our 2023 10-K (as filed with the SEC on February 29, 2024), we disclosed material weaknesses in internal control over financial reporting related to:

(i) the accounting for complex transactions and estimates requiring significant judgment, and (ii) revenue recognition.

Throughout 2023, management implemented controls designed to remediate elements of the deficiency noted in the previously disclosed material weakness.

However, the material weakness has not been fully remediated as of December 31, 2023.

In particular, the Company has not effectively designed and implemented internal controls related to accounting for complex transactions and estimates requiring significant judgment.

The Company's revenue contracts often contain unique and complex terms that require judgement in applying the relevant revenue guidance.

The Company’s controls over revenue recognition were not designed and operating at the appropriate level of precision to address the complexity inherent in our revenue cycle as of December 31, 2023.

This was the first year that we were required to conduct an evaluation of the effectiveness of our internal control over financial reporting.

We will continue to assess the allocation of resources necessary to design and implement effective controls over the accounting for complex transactions and other areas requiring significant judgment.

During the audit of our financial statements for the fiscal year ended December 31, 2024, we determined that the material weaknesses in internal control over financial reporting identified as of December 31, 2023 still exist relating to:

(i) the accounting for complex transactions and estimates requiring significant judgment and (ii) revenue recognition.

We will continue to assess the allocation of resources necessary to ensure effective controls over revenue recognition and accounting for complex transactions and other areas requiring significant judgment.

We have taken and will continue to take steps to improve our internal control processes and will continue to review, optimize, enhance, and test our controls and procedures as our control environment matures over time.

These measures include enhancing the design and implementation of our internal controls over financial reporting to comply with the COSO 2013 Internal Control-Integrated Framework, with particular focus on our material weaknesses.

The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Accordingly, the material weaknesses were not remediated as of December 31, 2023.

Changes in Internal Control Over Financial Reporting

Other than the material weaknesses and remediation efforts described above, including the documentation of the design of our internal controls over financial reporting to meet the requirements of a large accelerated filer which we became as of December 31, 2023, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than described above, there were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Securities Trading Plans of Directors and Officers

On November 13,2023 , Freya Burton , Chief Sustainability Officer , adopted a trading plan (the “Burton Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c).

The Burton Plan is scheduled to commence on February 29, 2024, with a termination date of October 31, 2024, and provides for the sale of up to 131,239 shares of the Company’s common stock.

The Burton Plan contemplates the sale of an additional 174,986 shares of Common Stock by Ms.

Burton’s spouse.

On December 11, 2023 , Robert Conrado , Vice President of Engineering Design and Development , adopted a trading plan (the “Conrado Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c).

The Conrado Plan is scheduled to commence on March 11, 2024, with a termination date of September 11, 2024, and provides for the sale of up to 696,553 shares of the Company’s common stock.

Except as noted above, during the three months ended December 31, 2023, none of our other directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).

During the three months ended December 31, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).

Directors, Executive Officers and Corporate Governance

The information required by this Item will be included in the Company’s definitive proxy statement to be filed with the SEC within 120 days after December 31, 2023, in connection with the solicitation of proxies for the Company’s 2024 annual meeting of shareholders (the “2024 Proxy Statement”), and is incorporated herein by reference.

LanzaTech has adopted a Code of Conduct and Ethics that applies to all officers, directors and employees.

5 unchanged sentences

LanzaTech’s website and the information contained on, or that can be accessed through, such website is not deemed to be incorporated by reference in, and are not considered part of, this Annual Report.

The remaining information required by this Item will be included in the Company’s definitive proxy statement, in connection with the solicitation of proxies for the Company’s 2025 annual meeting of shareholders (the “2025 Proxy Statement”), and incorporated herein by reference, or in an amendment to this Annual Report on Form 10-K to be filed within 120 days after December 31, 2024 (“Form 10-K Amendment”).

Executive Compensation

The information required by this Item will be included in the 2024 Proxy Statement, and is incorporated herein by reference.

The information required by this Item will be included in the 2025 Proxy Statement and incorporated herein by reference or in a Form 10-K Amendment.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 403 of Regulation S-K in the Proxy Statement under the caption "Security Ownership" is incorporated herein by reference.

The following table shows information, as of December 31, 2024, with respect to shares of our common stock that may be issued under existing equity compensation plans.

1 unchanged sentence

2013 Stock Plan (the “2013 Plan”), the LanzaTech NZ, Inc.

2015 Stock Plan (the “2015 Plan”), the LanzaTech NZ, Inc.

2015 Stock Plan (the

“2015 Plan”), the LanzaTech NZ, Inc.

2019 Stock Plan (the “2019 Plan”), and the LanzaTech 2023 Long-Term Incentive Plan (the “2023 Plan”).

Plan Category

Number of shares to be issued upon exercise of outstanding options, warrants, and rights

Plan Category Number of shares to be issued upon exercise of outstanding options, warrants, and rights

Weighted-average exercise price of all outstanding options, warrants, and rights

1 unchanged sentence

Equity compensation plans approved by security holders 26,513,307 $ 2.11 13,987,734

23,491,945 $ 1.96 12,006,935

Equity compensation plans not approved by security holders — — —

23,491,945 $ 1.96 12,006,935

Total 26,513,307 $ 2.11 13,987,734

(1) Consists of the following:

65,620 shares of common stock subject to outstanding awards changed under the 2006 Scheme, 106,584 shares of shares of common stock subject to outstanding awards changed under the 2013 Plan, 6,598,471 shares of common stock subject to outstanding awards changed under the 2015 plan, 6,343,615 shares of common stock subject to outstanding awards changed under the 2019 Plan, and 10,377,655 shares of common stock subject to outstanding awards changed under the 2023 plan.

Performance-based RSUs are, for purposes of this column, assumed to be payable at

100% of target.

65,620 shares of common stock subject to outstanding awards changed under the 2006 Scheme 6,496,252 shares of common stock subject to outstanding awards changed under the 2015 plan, 6,131,609 shares of common stock subject to outstanding awards changed under the 2019 Plan, and 13,819,826 shares of common stock subject to outstanding awards changed under the 2023 plan.

Performance-based RSUs are, for purposes of this column, assumed to be payable at 100% of target.

Following the Business Combination, no additional awards have been or will be granted under the 2006 Scheme or the 2015, and 2019 Plans.

3 unchanged sentences

The maximum aggregate number of shares which may be issued thereunder pursuant to incentive stock options (“ISOs”) is 760,000,000 shares.

The remaining information required by this Item will be included in the 2025 Proxy Statement and incorporated herein by reference or in a Form 10-K Amendment.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item will be included in the 2024 Proxy Statement, and is incorporated herein by reference.

The information required by this Item will be included in the 2025 Proxy Statement and incorporated herein by reference or in a Form 10-K Amendment.

Principal Accountant Fees and Services

Our independent registered public accounting firm is Deloitte & Touche LLP (PCAOB ID No.

The information required by this Item will be included in the 2024 Proxy Statement, and is incorporated herein by reference.

The information required by this Item will be included in the 2025 Proxy Statement, and incorporated herein by reference or in a Form 10-K Amendment.

Exhibit and Financial Statement Schedules

6 unchanged sentences

The following list of exhibits includes exhibits submitted with this Form 10-K as filed with the SEC and those incorporated by reference to other filings.

Exhibit Description

At Market Issuance Sale Agreement, dated May 9, 2024 by and between LanzaTech Global, Inc.

Riley Securities, Inc.

(incorporated by reference to Exhibit 1.2 of LanzaTech Global Inc.’s Registration Statement on Form S-3, filed with the SEC on May 9, 2024).

Terms Agreement, dated May 9, 2024, by and between LanzaTech Global, Inc.

Riley Securities, Inc.

(incorporated by reference to Exhibit 1.

3 of LanzaTech Global Inc.’s Registration Statement on Form S-3, filed with the SEC on May 9, 2024).

2.1†** Merger Agreement, dated as of March 8, 2022, by and among AMCI Acquisition Corp.

9 unchanged sentences

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

3.1** Amended and Restated Certificate of Incorporation of LanzaTech Global, Inc., (incorporated by reference to Exhibit 3.1 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on February 13, 2023).

3.1** Second Amended and Restated Certificate of Incorporation of LanzaTech Global, Inc., (incorporated by reference to Exhibit 3.1 of LanzaTech Global Inc.’s Pre- Effective Amendment No.

1 to Registration Statement on Form S-3, filed with the SEC on October 11, 2024).

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of LanzaTech Global, Inc.

(incorporated by reference to Exhibit 3.1 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on October 8, 2024).

Amended and Restated Bylaws of LanzaTech Global, Inc.

31 unchanged sentences

(incorporated by reference to Exhibit 4.3 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on February 13, 2023).

4.12** Form of Shortfall Warrant (incorporated by reference to Exhibit 4.4 to LanzaTech Global, Inc's Current Report on Form 8-K/A, filed with the SEC on March 28, 2023).

Form of Amended Shortfall Warrant (incorporated by reference to Exhibit 4.12.1 of the Company’s Registration Statement on Form S-1/A, filed with the SEC on May 22, 2023.)

4.12** Form of FPA ( Shortfall) Warrant (incorporated by reference to Exhibit 4.4 to LanzaTech Global, Inc's Current Report on Form 8-K/A, filed with the SEC on March 28, 2023).

Form of Amended FPA ( Shortfall ) Warrant (incorporated by reference to Exhibit 4.12.1 of the Company’s Registration Statement on Form S-1/A, filed with the SEC on May 22, 2023.)

Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.1 to LanzaTech Global, Inc's Current Report on Form 8-K, filed with the SEC on August 8, 2024).

Description of Securities (incorporated by reference to Exhibit 4.1 of LanzaTech Global Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2024).

Form of Convertible Note Purchase Agreement, dated August 5, 2024 (incorporated by reference to Exhibit 10.1 to LanzaTech Global, Inc's Current Report on Form 8-K, filed with the SEC on August 8, 2024).

10.2** LanzaTech 2023 Long-Term Incentive Plan (incorporated by reference to Exhibit 3.3 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on February 13, 2023).

159 unchanged sentences

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

10.33#†** Simple Agreement for Future Equity, dated as of October 2, 2022, by and between LanzaTech NZ, Inc.

and BGTF LT Aggregator LP (incorporated by reference to Exhibit 10.38 of AMCI Acquisition Corp.

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

10.33.1** Amendment No.

1 to Simple Agreement for Future Equity, dated as of December 30, 2022, by and between LanzaTech NZ, Inc.

and BGTF LT Aggregator LP (incorporated by reference to Exhibit 10.38.1 of AMCI Acquisition Corp.

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

Cooperation Letter Agreement, dated as of October 2, 2022, by and between LanzaTech, Inc., Suncor Energy, Inc.

11 unchanged sentences

Form of director compensation letter (incorporated by reference to Exhibit 10.41 to LanzaTech Global, Inc's Current Report on Form 8-K/A, filed with the SEC on March 28, 2023).

16.1** Letter re:

Form of Registration Rights Agreement, dated August 5, 2024 (incorporated by reference to Exhibit 10.2 to LanzaTech Global, Inc's Current Report on Form 8-K, filed with the SEC on August 8, 2024).

Joint Venture Agreement, dated November 11, 2023, by Olayan Financing Company and LanzaTech, Inc.

(incorporated by reference to Exhibit 10.1 on LanzaTech Global, Inc's Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2024).

Deed of Amendment and Novation Relating to the Joint Venture Agreement, dated April 16, 2024, by Olayan Financing Company and LanzaTech, Inc and Saudi Arabian Construction & Repair Company LTD (incorporated by reference to Exhibit 10.2 on LanzaTech Global, Inc's Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2024).

Loan Agreement, dated as of February 14, 2025, by and among BGTF LT Aggregator LP, LanzaTech NZ, Inc., LanzaTech, Inc.

and LanzaTech Global, Inc.

(incorporated by reference to Exhibit 10.1 to LanzaTech Global, Inc's Current Report on Form 8-K, filed with the SEC on February 20, 2025).

Termination Agreement, dated as of February 14, 2025, by and among BGTF LT Aggregator LP, LanzaTech NZ, Inc., LanzaTech, Inc.

and LanzaTech Global, Inc.

(incorporated by reference to Exhibit 10.2 to LanzaTech Global, Inc's Current Report on Form 8-K, filed with the SEC on February 20, 2025).

Change in certifying accountant (incorporated by reference to Exhibit 16.1 to LanzaTech Global Inc.’s Current Report on Form 8-K/A, filed with the SEC on March 28, 2023).

Insider Trading Policy

21.1** Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on February 13, 2023).

Consent of Deloitte & Touche LLP, independent registered public accounting firm to LanzaTech Glo bal , Inc.

Consent of Deloitte & Touche LLP, independent registered public accounting firm to LanzaTech Global, Inc .

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

L an zaTech Cl aw back Policy

LanzaTech Clawback Policy (incorporated by reference to Exhibit 97 to LanzaTech Global, Inc's Annual Report on Form 10-K, filed with the SEC on February 29, 2024).

101.INS XBRL Instance Document

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Form 10–K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Skokie, State of Illinois, on February 29, 2024.

LANZATECH GLOBAL, INC.

7 unchanged sentences

(Principal Executive Officer)

February 29, 2024

April 15, 2025

Jennifer Holmgren, Ph.D.

/s/ Geoff Trukenbrod Chief Financial Officer

/s/ Justin Pugh

Chief Financial Officer

(Principal Financial Officer)

February 29, 2024

Geoff Trukenbrod

/s/ George Dimitrov Vice President, Finance

April 15, 2025

/s/ Sushmita Koyanagi

Chief Accounting Officer

(Principal Accounting Officer)

February 29, 2024

George Dimitrov

April 15, 2025

Sushmita Koyanagi

/s/ Barbara Byrne

Director February 29, 2024

Director April 15, 2025

Barbara Byrne

/s/ Nigel Gormly

Director February 29, 2024

Director April 15, 2025

/s/ Dorri McWhorter

Director February 29, 2024

Director April 15, 2025

Dorri McWhorter

/s/ Jim Messina

Director February 29, 2024

/s/ Nimesh Patel

Director February 29, 2024

Director April 15, 2025

/s/ Gary Rieschel

Director February 29, 2024

Director April 15, 2025

Gary Rieschel

Thierry Pilenko

Reyad Fezzani

Jill Frizzley

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 9A. Controls and Procedures