LanzaTech Global, Inc. 10-Q

Item 1. Financial Statements June 30, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 37,367 $ 43,499 Held-to-maturity investment securities — 12,374 Trade and other receivables, net of allowance 7,079 9,456 Contract assets 8,016 18,975 Other current assets 13,689 15,030 Total current assets 66,151 99,334 Property, plant and equipment, net 19,215 22,333 Right-of-use assets 15,030 26,790 Equity method investment — 4,363 Equity security investment 14,990 14,990 Other non-current assets 910 6,873 Total assets $ 116,296 $ 174,683 Liabilities, Mezzanine Equity and Shareholders’ Equity/(Deficit) Current liabilities: Accounts payable $ 3,944 $ 5,289 Other accrued liabilities 12,647 8,876 Warrants 296 3,531 PIPE Warrant 28,350 — Fixed Maturity Consideration and current FPA Put Option liability 4,123 4,123 Contract liabilities 3,547 6,168 Accrued salaries and wages 2,739 2,302 Current lease liabilities 170 158 Total current liabilities 55,816 30,447 Non-current lease liabilities 16,645 30,619 Non-current contract liabilities 5,887 5,233 FPA Put Option liability 30,015 30,015 Brookfield SAFE liability — 13,223 Brookfield Loan liability 19,435 — Convertible Note — 51,112 Other long-term liabilities 513 587 Total liabilities 128,311 161,236 Commitments and Contingencies (Note 15) Mezzanine Equity Redeemable convertible preferred stock, $ 0.0001 par value; 20,000,000 shares authorized as of June 30, 2025 and December 31, 2024; 20,000,000 and no shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 2 — Preferred stock - additional paid-in capital 13,167 — Total mezzanine equity 13,169 — Shareholders’ Equity/(Deficit) Common stock, $ 0.0001 par value, 600,000,000 shares authorized as of June 30, 2025 and December 31, 2024; 231,995,967 and 194,915,711 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 23 19 Additional paid-in capital 994,394 981,638 Accumulated other comprehensive income 1,730 1,393 Accumulated deficit ( 1,021,331 ) ( 969,603 ) Total shareholders’ equity/(deficit) ( 25,184 ) 13,447 Total liabilities, mezzanine equity and shareholders' equity/(deficit) $ 116,296 $ 174,683 See the accompanying Notes to the Consolidated Financial Statements 4 LANZATECH GLOBAL, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited, in thousands, except share and per share data) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenues: Contracts with customers and grants $ 2,766 $ 6,235 $ 5,823 $ 12,485 CarbonSmart product sales 3,818 938 8,022 1,801 Collaborative arrangements 1,313 1,329 2,363 3,552 Related party transactions 1,187 8,873 2,359 9,781 Total revenues 9,084 17,375 18,567 27,619 Costs and operating expenses: Contracts with customers and grants (1) 2,194 4,019 5,096 9,017 CarbonSmart product sales (1) 3,732 614 7,868 1,533 Collaborative arrangements (1) 283 759 744 1,555 Related party transactions (1) 21 99 35 156 Research and development expense 14,935 21,481 31,429 38,542 Depreciation expense 1,054 1,458 1,835 2,988 Selling, general and administrative expense 19,106 11,747 34,854 22,784 Total cost and operating expenses 41,325 40,177 81,861 76,575 Loss from operations ( 32,241 ) ( 22,802 ) ( 63,294 ) ( 48,956 ) Other income (expense): Interest income, net 192 513 630 1,661 Other income (expense), net 2,885 ( 3,791 ) 20,803 ( 3,612 ) Total other income (expense), net 3,077 ( 3,278 ) 21,433 ( 1,951 ) Loss from equity method investees, net ( 3,335 ) ( 1,719 ) ( 9,867 ) ( 2,400 ) Net loss $ ( 32,499 ) $ ( 27,799 ) $ ( 51,728 ) $ ( 53,307 ) Other comprehensive loss: Changes in credit risk of fair value instruments ( 1,605 ) — 1,091 — Foreign currency translation adjustments ( 313 ) ( 191 ) ( 754 ) ( 150 ) Comprehensive loss $ ( 34,417 ) $ ( 27,990 ) $ ( 51,391 ) $ ( 53,457 ) Net loss per common share - basic and diluted $ ( 0.15 ) $ ( 0.14 ) $ ( 0.25 ) $ ( 0.27 ) Weighted-average number of common shares outstanding - basic and diluted 218,121,734 197,746,569 207,377,690 197,360,539 (1) exclusive of depreciation See the accompanying Notes to the Consolidated Financial Statements 5 LANZATECH GLOBAL, INC. CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY/(DEFICIT) (Unaudited, in thousands, except share data) Mezzanine Equity Preferred Stock Additional Paid-in Capital Total Mezzanine Equity Common Stock Outstanding Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Shareholders' Equity/(Deficit) Shares Amount Shares Amount Balance at December 31, 2024 — $ — $ — $ — 194,915,711 $ 19 $ 981,638 $ ( 969,603 ) $ 1,393 $ 13,447 Stock-based compensation expense — — — — — — 2,353 — — 2,353 Net loss — — — — — — — ( 19,229 ) — ( 19,229 ) Issuance of common stock upon exercise of warrants and vesting of RSUs — — — — 2,981,869 — — — — — Other comprehensive income, net — — — — — — — — 2,696 2,696 Foreign currency translation — — — — — — — — ( 441 ) ( 441 ) Balance at March 31, 2025 — $ — $ — $ — 197,897,580 $ 19 $ 983,991 $ ( 988,832 ) $ 3,648 $ ( 1,174 ) Stock-based compensation expense — — — — — — 2,275 — — 2,275 Net loss — — — — — — — ( 32,499 ) — ( 32,499 ) Issuance of common stock upon exercise of warrants and vesting of RSUs — — — — 44,050 — — — — — Issuance of preferred stock, net of issuance costs 20,000,000 2 13,167 13,169 — — — — — — Issuance upon conversion of the Convertible Note — — — — 34,054,337 4 8,128 — — 8,132 Other comprehensive loss, net — — — — — — — — ( 1,605 ) ( 1,605 ) Foreign currency translation — — — — — — — — ( 313 ) ( 313 ) Balance at June 30, 2025 20,000,000 $ 2 $ 13,167 $ 13,169 231,995,967 $ 23 $ 994,394 $ ( 1,021,331 ) $ 1,730 $ ( 25,184 ) See the accompanying Notes to the Consolidated Financial Statements 6 LANZATECH GLOBAL, INC. CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY/(DEFICIT) (Unaudited, in thousands, except share data) Common Stock Outstanding Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Shareholders' Equity Shares Amount Balance at December 31, 2023 196,642,451 $ 19 $ 943,960 $ ( 831,872 ) $ 2,364 $ 114,471 Stock-based compensation expense — — 2,625 — — 2,625 Net loss — — — ( 25,508 ) — ( 25,508 ) Issuance of common stock upon exercise of options and vesting of RSUs 1,083,026 — 234 — — 234 Repurchase of equity instruments — — ( 48 ) — — ( 48 ) Foreign currency translation — — — — 42 42 Balance at March 31, 2024 197,725,477 $ 19 $ 946,771 $ ( 857,380 ) $ 2,406 $ 91,816 Stock-based compensation expense — — 3,672 — — 3,672 Net loss — — — ( 27,799 ) — ( 27,799 ) Issuance of common stock upon exercise of options and vesting of RSUs 39,590 — 38 — — 38 Foreign currency translation — — — — ( 191 ) ( 191 ) Balance at June 30, 2024 197,765,067 $ 19 $ 950,481 $ ( 885,179 ) $ 2,215 $ 67,536 See the accompanying Notes to the Consolidated Financial Statements 7 LANZATECH GLOBAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) Six Months Ended June 30, 2025 2024 Cash Flows From Operating Activities: Net loss $ ( 51,728 ) $ ( 53,307 ) Adjustments to reconcile net loss to net cash used in operating activities: Share-based compensation expense 4,556 6,231 Gain on change in fair value of SAFE and warrant liabilities ( 3,184 ) ( 20,322 ) Loss on change in fair value of the Brookfield Loan 12,445 — Loss on Brookfield SAFE extinguishment 6,216 — Loss on change in fair value of the FPA Put Option and the Fixed Maturity Consideration liabilities — 23,998 Change in fair value of Convertible Note ( 42,980 ) — Loss on change in fair value of PIPE Warrant liability 3,400 — Loss on partial lease termination ( 60 ) — Provisions for losses on trade and other receivables, net of recoveries 126 ( 700 ) Depreciation of property, plant and equipment 1,835 2,988 Amortization of discount on debt security investment ( 34 ) ( 501 ) Non-cash lease expense 917 887 Non-cash recognition of licensing revenue ( 2,214 ) ( 9,240 ) Loss from equity method investees, net 9,867 2,400 Unrealized (Gain)/Loss on net foreign exchange 649 ( 131 ) Changes in operating assets and liabilities: Accounts receivable, net 2,334 3,575 Contract assets 11,231 1,034 Accrued interest on debt investment ( 83 ) 120 Other assets 1,377 ( 2,269 ) Accounts payable and accrued salaries and wages ( 882 ) 458 Contract liabilities 61 128 Operating lease liabilities ( 877 ) 507 Other liabilities 4,213 1,202 Net cash used in operating activities ( 42,815 ) ( 42,942 ) Cash Flows From Investing Activities: Purchase of property, plant and equipment ( 879 ) ( 3,268 ) Proceeds from maturity of debt securities 12,408 32,770 Net cash provided by investing activities 11,529 29,502 Cash Flows From Financing Activities: Proceeds from issuance of preferred stock 15,050 — Issuance costs related to preferred stock ( 1,881 ) — Proceeds from issue of equity instruments of the Company — 272 Repurchase of equity instruments of the Company — ( 48 ) Partial settlement of the Brookfield Loan ( 12,500 ) — Proceeds from PIPE Warrant 24,950 — Net cash provided by financing activities 25,619 224 Effects of currency translation on cash, cash equivalents and restricted cash ( 425 ) ( 177 ) Net decrease in cash, cash equivalents and restricted cash ( 6,092 ) ( 13,393 ) Cash, cash equivalents and restricted cash at beginning of period 45,737 76,284 Cash, cash equivalents and restricted cash at end of period $ 39,645 $ 62,891 8 LANZATECH GLOBAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) Supplemental disclosure of non-cash investing and financing activities: Acquisition of property, plant and equipment under accounts payable $ 106 $ 235 Right-of-use asset additions — 8,934 Cashless issuance of equity for Convertible Notes 8,132 — Issuance of the Brookfield Loan 6,216 — Non-cash change in lease liability on partial termination 13,025 — Non-cash change in ROU assets on partial termination ( 13,085 ) — See the accompanying Notes to the Consolidated Financial Statements. 9 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Description of the Business LanzaTech Global, Inc., formerly known as AMCI Acquisition Corp. II (“AMCI”) prior to February 8, 2023, was incorporated as a Delaware corporation on January 28, 2021. On March 8, 2022, LanzaTech NZ, Inc. (“Legacy LanzaTech”) entered into an Agreement and Plan of Merger with AMCI and AMCI Merger Sub, Inc. 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 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. and its subsidiaries (collectively referred to herein as “the Company”, “LanzaTech” “we”, “us”, “our”). 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. 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. The Company’s customers leverage its proven proprietary gas fermentation technology platform to convert certain feedstocks, including waste carbon gases, into sustainable fuels and chemicals such as ethanol. The Company performs related services such as feasibility studies, engineering services, and research and development (“R&D”) in biotechnology for commercial and government entities. The Company also purchases low carbon chemicals produced at customer facilities employing the Company’s technology and sells them under the brand name CarbonSmart. The Company has also been developing the capabilities to produce single cell protein as a primary product from its gas fermentation platform. As of June 30, 2025, the Company’s technology was operated by licensees at 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. Unless otherwise indicated, amounts in these unaudited interim financial statements are presented in thousands, except for share and per share amounts. Note 2 — Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited interim consolidated financial statements of the Company have been prepared pursuant to Securities and Exchange Commission (“SEC”) rules and regulations for quarterly reports on Form 10-Q. Accordingly, they do not include all of the information and note disclosures required by U.S. Generally Accepted Accounting Principles (“GAAP”) for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024. Intercompany transactions and balances have been eliminated in consolidation. All adjustments to the unaudited interim consolidated financial statements are of a normal, recurring nature and, in the opinion of management, are necessary for a fair presentation of results for these interim periods. Revenues and expenses are subject to fluctuations and accordingly, quarterly interim results may not be indicative of full year results. Going Concern The accompanying unaudited 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 has recurring net losses and anticipates continuing to incur losses. The Company had cash and cash equivalents of $ 37,367 and accumulated deficit of $( 1,021,331 ) as of June 30, 2025, along with cash outflows from operations of $( 42,815 ) and net loss of $( 51,728 ) for the six months ended June 30, 2025. 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. 10 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In light of the Company’s operating requirements and projected capital expenditure under its current business plan, the Company is projecting that its existing cash and short-term debt securities will not be sufficient to fund its operations through the next twelve months from the date of issuance of this Quarterly Report on Form 10-Q. 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 unaudited consolidated financial statements and has determined that the Company’s ability to continue as a going concern is dependent on its ability to raise significant amounts of additional capital, implement other strategic options, and execute its business plan. On May 7, 2025 (the “PIPE Closing Date”), LanzaTech Global, Inc. (the “Company”) and LanzaTech Global SPV, LLC, an entity controlled by an existing investor (the “PIPE Purchaser”), entered into a Series A Convertible Senior Preferred Stock Purchase Agreement (as amended by Amendment No. 1 to the Series A Convertible Senior Preferred Stock Purchase Agreement, dated June 2, 2025, the “PIPE Purchase Agreement”) pursuant to which the Company agreed to issue and sell 20,000,000 shares of its preferred stock designated as “Series A Convertible Senior Preferred Stock”, par value of $ 0.0001 per share (“Series A Preferred Stock”), to the PIPE Purchaser for an aggregate purchase price of $ 40.0 million (the “Series A Preferred Stock Issuance”), subject to certain closing conditions described therein. The Series A Preferred Stock Issuance was consummated on the PIPE Closing Date. In connection with the Series A Preferred Stock Issuance, the Company’s $ 40.2 million aggregate principal amount of outstanding Convertible Note due 2029 (the “Convertible Note”), plus accrued and unpaid interest thereon, was converted into 34,054,337 shares of common stock, par value $ 0.0001 per share (“common stock”), of the Company pursuant to the mandatory conversion provision of the Convertible Note. Pursuant to the PIPE Purchase Agreement, the Company also agreed to issue to the PIPE Purchaser immediately prior to the consummation, if any, of a Financing (as defined below) (such time, the “Issuance Time”), if and only if the Issuance Time occurs on or prior to May 7, 2026, a warrant (the “PIPE Warrant”) to purchase an aggregate of 780,000,000 shares (“PIPE Warrant Shares”) of common stock at an exercise price equal to $ 0.0000001 per PIPE Warrant Share (subject to adjustments in certain events, including the Reverse Stock Split (as defined below) and to be no less than par value of the common stock) and the other terms to be set forth in the PIPE Warrant. Pursuant to the PIPE Purchase Agreement, the parties agreed that the PIPE Warrant would only be exercised upon consummation of a Subsequent Financing (as defined below) or, with the PIPE Purchaser’s consent, an Other Financing (as defined below). If the Conditions to Exercise are satisfied, the PIPE Warrant will be deemed automatically exercised on a cashless, net-exercise basis at such time (the time immediately following such automatic exercise, the “Expiration Time”). The PIPE Warrant will terminate at the earlier of (i) the Expiration Time and (ii) May 7, 2026. The Company also agreed to use its reasonable best efforts to consummate a bona fide financing pursuant to which the Company sells common stock to one or more accredited investors reasonably satisfactory to the holders of a majority of the outstanding Series A Preferred Stock (the “Majority Holders”), at a price per share of $ 0.05 (subject to adjustment in certain events), payable in cash, with an aggregate original issue price of not less than $ 35.0 million and not more than $ 60.0 million, on terms and conditions reasonably satisfactory to the Majority Holders (the “Subsequent Financing”). The PIPE Purchase Agreement provides that the Subsequent Financing must be consummated, if at all, no later than 45 days following receipt of requisite stockholder approvals. In addition, with the Majority Holders’ consent and in lieu of the Subsequent Financing, the Company may consummate any other financing that does not constitute a Subsequent Financing (an “Other Financing” and any such Other Financing or a Subsequent Financing, a “Financing”). The Company can provide no assurance that it will secure any such Financing in a timely manner, on favorable terms or at all. The Company is actively pursuing the above actions. However, because receipt of any such Financing described above is 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 unaudited 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. 11 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Significant Accounting Policies The Company’s significant accounting policies are included in Note 2 of the Notes to the Company’s Audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Use of Estimates 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 revenue recognized over time, the Simple Agreement for Future Equity with Brookfield (the “Brookfield SAFE”), the Brookfield Loan (as defined below), the Forward Purchase Agreement (“FPA”), the Convertible Note, the Series A Preferred Stock and the Private Placement Warrants (as defined below). The Company uses the input method where revenue is recognized on the basis of the Company’s efforts or inputs to the satisfaction of a performance obligation (for example, resources consumed, labor hours expended, costs incurred, time elapsed, or machine hours used) relative to the total expected inputs to the satisfaction of that performance obligation. Under the input method, the Company exercises judgment and estimation when selecting the most indicative measure of such performance. Most of our arrangements provide fixed consideration, however, when there are variable consideration elements, the Company estimates the transaction price and whether revenue should be constrained. Refer to “Revenue Recognition” below. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. As of June 30, 2025 and December 31, 2024, the Company had $ 37,367 and $ 43,499 of cash and cash equivalents, respectively. Restricted Cash 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 June 30, 2025 and December 31, 2024. As of June 30, 2025 December 31, 2024 Cash and cash equivalents $ 37,367 $ 43,499 Restricted cash (presented within Other current assets) 2,278 2,238 Cash, cash equivalents and restricted cash $ 39,645 $ 45,737 Forward Purchase Agreement On February 3, 2023, the Company entered into the FPA with ACM ARRT H LLC (“ACM”). On the same date, ACM partially assigned its rights under the FPA to Vellar Opportunity Fund SPV LLC - Series 10 (“Vellar”). ACM and Vellar are together referred to as the “Purchasers.” Pursuant to the FPA, the Purchasers obtained 5,916,514 common shares (“Recycled Shares”) on the open market for approximately $ 10.16 per share (“Redemption Price”), and the 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’s volume-weighted average share price is below $ 3.00 per share for any 50 trading days during a 60 consecutive trading-day period (the “VWAP Condition”) or if the Company is delisted. The Purchasers have the option to early terminate the arrangement in whole or in part by providing 12 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 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 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 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. The FPA consists of three freestanding financial instruments, which are accounted for as follows: 1) The total prepayment of $ 60,547 (“Prepayment Amount”), which is accounted for as a reduction to equity to reflect the substance of the overall arrangement as a net repurchase of the Recycled Shares and sale of shares to the Purchasers pursuant to a subscription agreement. 2) The “FPA Put Option”, which includes both the in-substance written put option and the portion of the Maturity Consideration in excess of the Minimum Maturity Consideration (as defined below) (the “Variable Maturity Consideration”). The FPA Put Option is a derivative instrument the Company has recorded as a liability and measured at fair value. The initial fair value of the FPA Put Option and subsequent changes in fair value of the FPA Put Option are recorded within other income (expense), net on the consolidated statements of operations and comprehensive loss. 3) The “Fixed Maturity Consideration,” which includes the minimum portion of the Maturity Consideration (the “Minimum Maturity Consideration”), calculated as (1) 7,500,000 less 5,916,514 multiplied by (2) $ 2.00 or $ 3,167 , and the Share Consideration. Both the Minimum Maturity Consideration and the Share Consideration are considered to be free-standing debt instruments and as both will be paid on the same terms and at the same time, these are accounted for together. The Company has elected to measure these using the FVO under ASC 825, Financial Instruments (“ASC 825”). The Fixed Maturity Consideration was recorded as a long-term liability on the consolidated balance sheets as of December 31, 2023, and was reclassified as described below as of September 30, 2024. The initial fair value of the Fixed Maturity Consideration and subsequent changes in fair value of the Fixed Maturity Consideration are recorded within other income (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 15 - 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 remained in long-term liabilities. 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. Refer to Note 8 - Forward Purchase Agreement for further details on the FPA. Convertible Note On August 5, 2024, the Company entered into a Convertible Note Purchase Agreement (the “Convertible Note Purchase Agreement”) with Carbon Direct Fund II Blocker I LLC (“Carbon Direct Capital”) pursuant to which the 13 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 had elected the fair value option for the Convertible Note at issuance, under ASC 825. On May 7, 2025, the Company consummated a Qualified Equity Financing with the Series A Preferred Stock Issuance, resulting in the conversion of the Convertible Note into 34,054,337 shares of common stock pursuant to the mandatory conversion provision of the 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; and 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”) 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, 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. The Company records taxes collected from customers and remitted to governmental authorities on a net basis. The Company’s payment terms are generally between 30-60 days and can vary by customer type and products offered. Management has evaluated the terms of the Company’s arrangements and determined that they do not contain significant financing components. Biorefining The Company provides feasibility studies and basic design and engineering services used for detailed design, procurement, and construction of commercial plants that utilize the Company’s technologies, along with the sale of microbes and media. The services provided are recognized as a performance obligation satisfied over time. 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. 14 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company licenses intellectual property to generate recurring revenue, in the case of running royalties, or one-time revenue, in the case of fixed consideration royalties, when its customers deploy the Company’s technology in their biorefining plants. 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. Joint Development and Contract Research The Company performs R&D services related to novel technologies and development of biocatalysts for commercial applications, mainly to produce fuels and chemicals. The Company engages in two main types of R&D services – joint development agreements (“JDA”), and contract research, including projects with the U.S. Department of Energy and other U.S. or foreign government agencies. Such services are recognized as a performance obligation satisfied over time. 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 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 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. The contract asset represents the Company’s right to consideration for the services performed at milestone completion. Occasionally, customers provide payments in advance of the Company providing services which creates a contract liability for the Company. The contract liability represents the Company's obligation to provide services to a customer. Grants 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. CarbonSmart 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. Amounts received for sales of CarbonSmart products are classified as revenue from sales of CarbonSmart products in the consolidated statements of operations and comprehensive loss. Collaboration Arrangements The Company has certain partnership agreements that are within the scope of ASC 808, Collaborative Arrangements , which provides guidance on the presentation and disclosure of collaborative arrangements. Generally, the classification of the transaction under the collaborative arrangements is determined based on the nature of the contractual terms of the arrangement, along with the nature of the operations of the participants. The Company’s collaborative agreements generally include a provision of R&D services related to novel technologies and biocatalysts. Amounts received for these services are classified as Revenue from collaborative arrangements in the consolidated statements of operations and comprehensive loss. The Company's R&D services are a major part of the Company's ongoing operations and therefore ASC 606 is applied to recognize revenue. 15 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Cost of Revenues The Company’s R&D, engineering, and other direct costs of services and goods related to revenue agreements with customers, related parties, and collaborative partners represent cost of revenues. Costs include both internal and third-party fixed and variable costs and include materials, supplies, labor, and fringe benefits. Research and Development 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 customers and grant providers from outside of the United States for the three months ended June 30, 2025 and 2024 was approximately 71 % and 36 %, respectively. Revenue generated from the Company’s customers and grant providers from outside of the United States for the six months ended June 30, 2025 and 2024 was approximately 70 % and 43 %, respectively. As of June 30, 2025 and December 31, 2024, approximately 52 % and 36 %, respectively, of trade accounts receivable and unbilled accounts receivable were due from customers and grant providers located outside the United States. As of June 30, 2025 and December 31, 2024, the value of property, plant, and equipment outside the United States was immaterial. The Company’s revenue by geographic region based on the contracting entities’ location is presented in Note 4 - Revenues . Our largest contracting entities represent 10% or greater of revenue and were as follows for the three and six months ended June 30, 2025 and 2024: Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Customer A 36 % — % 34 % — % Customer B 13 % 51 % 12 % 35 % Customer C — % 17 % — % 15 % Recently Issued Accounting Pronouncements, Not Yet Adopted ASU 2024-04, Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”) In November 2024, the Financial Accounting Standards Board (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 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”) In November 2024 and January 2025, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” and ASU No. 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date,” respectively, which clarified the effective date of ASU 2024-03. The ASU will require the Company to disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization, as applicable, included in certain expense captions in the Consolidated Statements of Operations, as well as qualitatively describe remaining amounts included in those captions. ASU 2024-03 will also require the Company to disclose both the amount and the Company’s definition of selling expenses. The standards are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after 16 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 15, 2027. The Company is currently evaluating the impact of the adoption of the standard on its financial statement disclosures. ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”) In December 2023, the FASB issued ASU No. 2023-09, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to help investors better assess how a company’s operations and related tax risks and tax planning and operational opportunities affect the Company’s tax rate and prospects for future cash flows. ASU 2023-09 improves disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. 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 standard is effective for the Company starting in annual periods in 2025. The Company will incorporate required disclosures in its annual financial statements for the year ending December 31, 2025. Note 3 — 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, and warrants, to the extent dilutive. 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): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net loss for basic and diluted earnings per common share ( 32,499 ) ( 27,799 ) $ ( 51,728 ) $ ( 53,307 ) Weighted-average shares used in calculating net loss per share, basic and diluted 218,121,734 197,746,569 207,377,690 197,360,539 Net loss per common share, basic and diluted (1) ( 0.15 ) ( 0.14 ) $ ( 0.25 ) $ ( 0.27 ) __________________ (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 June 30, 2025 and 2024, common stock equivalents not included in the computation of loss per share because their effect would be antidilutive included the following: As of June 30, 2025 2024 Options 17,084,258 19,072,207 RSUs 5,699,723 7,885,931 Brookfield SAFE — 5,000,000 Warrants 15,005,508 16,657,686 Total 37,789,489 48,615,824 17 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 4 — Revenues Disaggregated Revenue The following table presents disaggregated revenue in the following categories (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Contract Types: Licensing $ 1,050 $ 8,541 $ 2,101 $ 9,121 Engineering and other services 1,893 5,122 3,695 9,578 Biorefining revenue $ 2,943 $ 13,663 $ 5,796 $ 18,699 Joint development agreements 1,313 1,333 2,363 4,205 Contract research 1,010 1,441 2,386 2,914 Joint development and contract research revenue $ 2,323 $ 2,774 $ 4,749 $ 7,119 CarbonSmart product 3,818 938 8,022 1,801 Total Revenue $ 9,084 $ 17,375 $ 18,567 $ 27,619 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): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenue from partners in collaborative agreements included in the Joint development agreements above $ 1,313 $ 1,329 $ 2,363 $ 3,552 Revenue from grant contributions included in Engineering and other services above ( 5 ) 2,997 50 4,153 Revenue by Geographic Location The following table presents disaggregation of the Company’s revenues by customer location for the three and six months ended June 30, 2025 and 2024 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 North America $ 2,649 $ 11,131 $ 5,614 $ 15,589 Europe, Middle East, Africa (EMEA) 1,954 5,014 4,464 9,594 Asia 4,481 826 8,489 2,032 Australia — 404 — 404 Total Revenue $ 9,084 $ 17,375 $ 18,567 $ 27,619 18 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Contract balances The following table provides changes in contract assets and liabilities (in thousands): Current Contract Assets Current Contract Liabilities Non-current Contract Liabilities Balance as of December 31, 2024 $ 18,975 $ 6,168 $ 5,233 Additions to unbilled accounts receivable 7,960 — — Increases due to consideration received — 2,238 — Unbilled accounts receivable recognized in trade receivables ( 19,190 ) — — Increase on revaluation on currency 271 — 656 Reclassification from long-term to short-term — 2 ( 2 ) Reclassification to revenue because of performance obligations satisfied — ( 4,861 ) — Balance as of June 30, 2025 $ 8,016 $ 3,547 $ 5,887 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 June 30, 2025 and December 31, 2024, the Company had $ 7,079 and $ 9,456 , respectively, of billed accounts receivable, net of allowance. The decrease in current contract liabilities was primarily due to the reclassification due to the satisfaction of performance obligations, while the increase in non-current contract liabilities was primarily due to revaluation of foreign exchange currency. Remaining performance obligations 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 June 30, 2025, the Company had approximately $ 19,198 in contracted revenue remaining to be recognized, of which $ 12,135 is expected to be recognized in the next  twelve months . Note 5 — Investments HTM Debt Securities Held to maturity (“HTM”) debt securities are comprised of 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 Short-term: Corporate debt securities $ 12,374 $ 3 $ ( 6 ) $ 12,371 $ 83 Total $ 12,374 $ 3 $ ( 6 ) $ 12,371 $ 83 As of June 30, 2025, the Company did not have any HTM debt securities. The Company regularly reviews HTM securities for declines in fair values that are determined to be credit related. As of June 30, 2025 and December 31, 2024, the Company did not have an allowance for credit losses related to HTM securities. 19 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Equity investments As of June 30, 2025 and December 31, 2024, the Company’s equity investments consisted of the following (in thousands): As of June 30, 2025 December 31, 2024 Equity Method Investment in LanzaJet $ — $ 4,363 Equity Security Investment in SGLT 14,990 14,990 Total Investment $ 14,990 $ 19,353 LanzaJet 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. 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 % as of June 30, 2024. During the three months ended June 30, 2025 and 2024, the Company recognized revenue from the Investment Agreement of $ 1,050 and $ 8,541 , respectively, net of intra-entity profit elimination. During the six months ended June 30, 2025 and 2024, the Company recognized revenue from this arrangement of $ 2,101 and $ 9,121 , respectively, net of intra-entity profit elimination and had associated deferred revenue of $ 2,689 and $ 5,375 as of June 30, 2025 and December 31, 2024, respectively. Net intra-entity profits related to this arrangement were $ 293 and $ 3,101 for the three months ended June 30, 2025 and 2024, respectively, and $ 585 and $ 3,193 for the six months ended June 30, 2025 and 2024, respectively. Intra-entity profits are amortized over a 15-year period through 2034. In connection with the LanzaJet Note Purchase Agreement (see Note 13 - Related Party Transactions) , LanzaJet issued warrants to its lenders that became exercisable at an exercise price of $ 0.01 upon the drawdown of the related funding commitments. The warrants are considered in-substance common stock under U.S. GAAP once the associated funding is drawn and the warrants become exercisable. The Company committed a proportionally smaller amount of funding relative to other participating investors and, as a result, received fewer warrants. Accordingly, when warrants held by other investors become exercisable and meet the criteria for in-substance common stock, the Company’s ownership interest in LanzaJet would be diluted. All such warrants became exercisable during the year ended December 31, 2024. No gain on dilution was recognized for the three months ended June 30, 2025 and 2024. The Company recorded a gain on dilution of $ 0 and $ 77 during the six months ended June 30, 2025 and 2024, respectively. The Company’s ownership in LanzaJet as of June 30, 2025 was 36.33 %. The carrying value of the Company’s equity method investment in LanzaJet as of June 30, 2025 was zero . As of December 31, 2024, the carrying value of the Company’s equity method investment in LanzaJet was $ 2,100 less than its proportionate share of its equity method investees’ book values. The carrying value balance went to zero as of March 31, 2025 as a result of recording losses against the balance. Additional losses recorded in the second fiscal quarter were taken against the loans receivable balance bringing it to zero. The Company will not recognize additional losses until the investment returns to a positive carrying value. The Company will continue to monitor LanzaJet’s financial results and track its share of any future profits or losses off-balance sheet. 20 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 June 30, 2025 and 2024. The following table presents summarized aggregated financial information of our equity method investment (in thousands): Six Months Ended June 30, 2025 2024 Selected Statement of Operations Information: Revenues $ 5,035 $ 10,800 Gross profit 1,729 5,303 Net loss ( 39,628 ) ( 10,204 ) Net loss attributable to the Company $ ( 14,396 ) $ ( 2,478 ) As of June 30, 2025 December 31, 2024 Selected Balance Sheet Information: Current assets $ 31,027 $ 79,060 Non-current assets 275,585 271,019 Current liabilities ( 19,159 ) ( 29,069 ) Non-current liabilities $ ( 307,981 ) $ ( 303,352 ) SGLT 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 three and six months ended June 30, 2025 and 2024 , there was no change in the recorded amount of the investment in SGLT. As of June 30, 2025 and 2024, there were no impairments of equity investments. During the three and six months ended June 30, 2025 and 2024, the Company received no dividends from equity investments. See Note 13 - Related Party Transactions , for information on revenues, accounts receivable, contract assets and purchases and open accounts payable with the Company’s equity investments. Note 6 — Brookfield Instruments On October 2, 2022, the Company entered into the Brookfield SAFE under which 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 was legal form debt, however it could be converted into a maximum number of shares of 5,000,000 . Management elected to apply the Fair Value Option ("FVO") under ASC 825, Financial Instruments . As the Brookfield SAFE was accounted for under the FVO, the Brookfield SAFE was classified as a mark-to-market liability. On the fifth anniversary of the Brookfield SAFE, LanzaTech was 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 of 8.0 %, 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 would be reduced by 21 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS $ 5,000 (such cumulative reductions the “Non-Repayable Amount”) and converted into LanzaTech Shares at $ 10.00 per share. Interest on the corresponding amount would be forgiven. Each project presented must have met certain criteria in order to be considered a qualifying project. On February 14, 2025, the Company and Brookfield terminated the Brookfield SAFE and all rights and obligations, and concurrently entered into the Brookfield Loan (as defined below) . As of that date, the Brookfield SAFE had not converted as a qualifying financing had not occurred and no qualified project investments had been presented to Brookfield. The Framework Agreement, as described below, remains in full effect. Management considered the terms of the Brookfield SAFE and the Brookfield Loan to be substantially different per ASC 470-50 – Debt: Modifications and Extinguishments . As such, the exchange of instruments was accounted for as the extinguishment of the Brookfield SAFE and the recognition of a new debt instrument, “Brookfield Loan”. As of February 14, 2025, the Company recognized a loss of $ 6,216 on extinguishment of Brookfield SAFE in other expenses/income on the consolidated statements of operations and comprehensive loss. Brookfield Framework Agreement On October 2, 2022, LanzaTech entered into a framework agreement with Brookfield (the “Brookfield Framework Agreement”). Under such agreement, LanzaTech agreed to exclusively offer Brookfield the opportunity to acquire or invest in certain projects to construct commercial production facilities employing carbon capture and transformation technology in the U.S., the European Union, the United Kingdom, Canada or Mexico for which LanzaTech is solely or jointly responsible for obtaining or providing equity financing, subject to certain exceptions. LanzaTech agreed to present Brookfield with projects that over the term of the agreement require equity funding of at least $ 500,000 in the aggregate. With respect to projects acquired by Brookfield, LanzaTech is entitled to a percentage of free cash flow generated by such projects determined in accordance with a hurdle-based return waterfall. Brookfield has no obligation under the Brookfield Framework Agreement to invest in any of the projects. There had been no investments in projects as of June 30, 2025 or 2024. On July 10, 2025, LanzaTech and Brookfield entered into Amendment No. 1 to the Brookfield Framework Agreement. See Note 16 - Subsequent Events. Brookfield Loan On February 14, 2025, LanzaTech and Brookfield entered into a Loan Agreement (the “Brookfield Loan”), and concurrently terminated the Brookfield SAFE. Under the Brookfield Loan 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 8.00 % per annum, compounded annually from October 2, 2022 to and including February 14, 2025. The Brookfield Loan accrues interest at a rate of 8.00 % 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 Brookfield 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. The Brookfield Loan is legal form debt and management has elected to apply the FVO with the Brookfield Loan classified as a mark-to-market liability. As of June 30, 2025, no qualifying financing had yet occurred and no qualified project investments had been presented to Brookfield, therefore no portion of the Brookfield Loan was deemed repaid. As of June 30, 2025, the fair value of the Brookfield Loan was $ 19,435 and was recorded within the Brookfield Loan liability on the consolidated balance sheets. Refer to Note 10 - Fair Value Measurement for further details on the Brookfield SAFE and the Brookfield Loan’s fair value measurement and liabilities recorded as of June 30, 2025 and associated changes to their respective fair value for the six months ended June 30, 2025. On July 10, 2025, LanzaTech and Brookfield entered into Amendment No. 1 to the Brookfield Loan. See Note 16 - Subsequent Events. 22 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 7 — 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 were approximately $ 40,000 before deducting estimated offering expenses. The Convertible Note bears interest at a fixed rate of 8.00 % per annum, for 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 Company elected the fair value option to account for the Convertible Note. On May 7, 2025, the Company consummated a Qualified Equity Financing with the Series A Preferred Stock Issuance, resulting in conversion of the Convertible Note into 34,054,337 shares of common stock pursuant to the mandatory conversion provision of the Convertible Note. The fair value adjustment upon conversion was $ 8,132 of which $ 4 was booked to common stock at a par value of $ 0.0001 and the remaining was recorded in additional paid-in capital in the Company’s consolidated balance sheets. The change in fair value was $ 9.4 million and $ 43.8 million for the three and six months ended June 30, 2025, respectively, and was included within other income (expense), net in the Company’s consolidated statements of operations and comprehensive loss. 23 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 8 — Forward Purchase Agreement The FPA consists of the Prepayment Amount, the FPA Put Option and the Fixed Maturity Consideration. The Prepayment Amount of $ 60,547 was recorded as a reduction to additional paid-in capital in the Company’s consolidated balance sheets at inception. The FPA Put Option and the Fixed Maturity Consideration are recorded as liabilities in the consolidated balance sheets. 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 15 - 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 June 30, 2025 and as of December 31, 2024, which represents the fair value of the fixed portion of the Share Consideration and the Minimum Maturity Consideration and was classified as current in the consolidated balance sheets. The FPA Put Option was valued at $ 30,015 as of June 30, 2025 and as of December 31, 2024 and was classified as non-current liability in the consolidated balance sheets. 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 at a $ 0.30 per share exercise price. Note 9 — Preferred Stock and PIPE Warrant Series A Preferred Stock - Mezzanine Equity On the PIPE Closing Date, the Company and the PIPE Purchaser entered into the PIPE Purchase Agreement pursuant to which the Company agreed to issue and sell 20,000,000 shares of Series A Preferred Stock to the PIPE Purchaser for $ 2.00 per share for an aggregate purchase price of $ 40.0 million (the “Series A Preferred Stock Issuance”), subject to certain closing conditions described therein. The Series A Preferred Stock Issuance was consummated on the PIPE Closing Date. Preferential cumulative dividends accrue on each share of Series A Preferred Stock on a daily basis in arrears at 8.0 % per annum and once accrued shall not be declared or paid but shall be added to the liquidation value of such share of Series A Preferred Stock. Subject to applicable law, u pon the occurrence of a change of control, certain bankruptcy related events, a sale of all or substantially all assets of the Company or a material subsidiary thereof or a material breach by the Company of the terms of the Series A Preferred Stock, the Company is required to make an irrevocable and unconditional offer to holders of the Series A Preferred Stock to redeem all of the then-outstanding shares of Series A Preferred Stock (a “Mandatory Redemption”). The redemption price for each share of Series A Preferred Stock redeemed in a Mandatory Redemption is equal to an amount per share of 1.5 x its liquidation value plus any accumulated and unpaid dividends that have not been added to the liquidation value as of the relevant date of determination. Upon the occurrence of certain bankruptcy related events, all outstanding Series A Preferred Stock will be deemed automatically surrendered to the Company, redeemed and extinguished in exchange for a promissory note. If the Company is prohibited by law from redeeming all shares of Series A Preferred Stock upon a Mandatory Redemption, then the Company shall redeem the maximum aggregate number of shares of Series A Preferred Stock permitted by law, on a pari passu basis. Any shares of Series A Preferred Stock that are not redeemed pursuant to the immediately preceding sentence shall remain outstanding. The Company classifies the Series A Preferred Stock as mezzanine equity (temporary equity) outside of permanent equity on the consolidated balance sheets. This classification reflects provisions in the PIPE Purchase Agreement that could require redemption of the shares upon the occurrence of a liquidation or deemed liquidation event, such as a change of control, which is not solely within the Company’s control. 24 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS PIPE Warrant - Current Liability Pursuant to the PIPE Purchase Agreement, the Company also agreed to provide the PIPE Purchaser the contingent opportunity to participate in the potential future equity appreciation of the Company in the form of the PIPE Warrant that, similar to a structuring fee, would be issued and exercisable if and only if certain conditions were satisfied prior to May 7, 2026, including obtaining a required stockholder vote and additional Financing meeting specified criteria. If issued, the PIPE Warrant would provide for the issuance of an aggregate of 780,000,000 shares of common stock at an exercise price equal to $ 0.0000001 per share (subject to adjustments in certain events, including the Reverse Stock Split, and to be no less than the par value of the Company’s common stock) and the other terms to be set forth in the PIPE Warrant. Pursuant to the PIPE Purchase Agreement, the parties agreed that the PIPE Warrant would only be exercised upon consummation of a Subsequent Financing or, with the PIPE Purchaser’s consent, an Other Financing. If the Conditions to Exercise are satisfied, each PIPE Warrant will be deemed automatically exercised on a cashless, net-exercise basis at such time (the time immediately following such automatic exercise, the “Expiration Time”). The PIPE Warrant will terminate at the earlier of (i) the Expiration Time and (ii) May 7, 2026. Irrespective of the PIPE Warrant being a contingent instrument for which the conditions to issuance have not been satisfied, under applicable accounting guidance, the PIPE Warrant was required to be classified as a current liability at May 7, 2025 and to be remeasured at fair value at each balance sheet date, with changes in fair value recorded in other income (expense), net within the consolidated statements of operations and comprehensive loss. As a result, the Company recorded a current liability of $ 24.9 million as of May 7, 2025 based on the closing stock price of the Company’s common stock of $ 0.24 and taking into account the probability that a Subsequent Financing would be consummated. As of June 30, 2025, the closing stock price of the Company’s common stock increased to $ 0.27 , resulting in an increase in the fair value of the PIPE Warrant of approximately $ 3.4 million using the same probability assumption. Changes in the fair value of the PIPE Warrant were recognized in other income (expense), net within the Company’s consolidated statements of operations and comprehensive loss. If the Company is unable to consummate a Financing, then the PIPE Warrant will not be issued and will have no accounting value. See Item 1A.-“Risk Factors—There can be no assurance that a Financing will be successfully consummated or achieve the anticipated results”. The PIPE Purchase Agreement also provides that, no later than 75 days (or 90 days if the staff of the SEC conducts a review of the applicable preliminary proxy statement) following the PIPE Closing Date, the Company would be required to convene a meeting of its stockholders to obtain stockholder approvals (collectively, the “Requisite Stockholder Approvals”) with respect to: (i) the issuance of shares of common stock issuable upon conversion of the Series A Preferred Stock, the exercise of the PIPE Warrants, and in connection with the Subsequent Financing (collectively, the “Issuable Common Shares”) and to effect any “change of control” in connection with the foregoing, in accordance with the rules of Nasdaq; (ii) an amendment to the Company’s certificate of incorporation to (a) effect a reverse stock split of the common stock (the “Reverse Stock Split”) at a ratio mutually acceptable to the Company and the holders of a majority of the outstanding Preferred Stock (the “Majority Holders”), (b) authorize that number of shares of common stock that, taking into account the Reverse Stock Split, is sufficient to authorize and issue Issuable Common Shares (the “Authorized Capitalization Amendment”), (c) set the par value of the common stock to an amount equal to the exercise price of the PIPE Warrants, and (d) provide that the Company’s stockholders may take action by written consent; and (iii) the issuance of common stock in the Subsequent Financing at a price per share of $ 0.05 (subject to adjustment in certain events, including the Reverse Stock Split). The PIPE Purchaser also agreed in the PIPE Purchase Agreement to vote all shares of common stock held by it prior to the PIPE Closing Date in favor of the Requisite Stockholder Approvals or, if there were insufficient votes in favor of granting the Requisite Stockholder Approvals, in favor of the adjournment of such meeting of the stockholders of the Company to a later date. The Company also agreed to use its reasonable best efforts to consummate a Subsequent Financing. The PIPE Purchase Agreement provides that the Subsequent Financing must be consummated, if at all, no later than 45 days following receipt of the Requisite Stockholder Approvals. 25 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 10 — Fair Value Measurement The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of June 30, 2025 and December 31, 2024 (in thousands): June 30, 2025 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 21,522 $ — $ — $ 21,522 Total assets $ 21,522 $ — $ — $ 21,522 Liabilities: FPA Put Option liability $ — $ — $ 30,015 $ 30,015 Fixed Maturity Consideration and current portion of the FPA Put Option — — 4,123 4,123 Brookfield Loan liability — — 19,435 19,435 PIPE Warrant — — 28,350 28,350 Private Placement Warrants — — 89 89 Public Warrants 207 — — 207 Total liabilities $ 207 $ — $ 82,012 $ 82,219 December 31, 2024 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 30,136 $ — $ — $ 30,136 Total assets $ 30,136 $ — $ — $ 30,136 Liabilities: Convertible Note $ — $ — $ 51,112 $ 51,112 FPA Put Option liability — — 30,015 30,015 Fixed Maturity Consideration — — 4,123 4,123 Brookfield SAFE liability — — 13,223 13,223 Private Placement Warrants — — 1,432 1,432 Public Warrants 2,099 — — 2,099 Total Liabilities $ 2,099 $ — $ 99,905 $ 102,004 Forward Purchase Agreement 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. The 26 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 June 30, 2025 and December 31, 2024: June 30, 2025 December 31, 2024 Stock price $ 0.27 $ 1.37 Term (in years) 0 0 Expected volatility N/A N/A Risk-free interest rate N/A N/A Expected dividend yield — % — % The Company filed suit under the FPA against Vellar in July 2024 and fully settled the FPA pursuant to its terms with ACM in October 2024 (see Note 8 - Forward Purchase Agreement and Note 15 - Commitments and Contingencies ). Convertible Note The Company has elected to measure the Convertible Note using the fair value option under ASC 825. On May 7, 2025, the Company consummated a Qualified Equity Financing with the Series A Preferred Stock Issuance, resulting in the conversion of the Convertible Note into 34,054,337 shares of common stock pursuant to the mandatory conversion provision of the Convertible Note. The following table represents the inputs used in calculating the fair value of the Convertible Note as of May 7, 2025 and December 31, 2024: May 7, 2025 December 31, 2024 Stock price $ 0.24 $ 1.37 Term (in years) 0 4.6 Expected volatility — % 110.0 % Risk-free interest rate — % 4.3 % Expected dividend yield — % — % Brookfield SAFE Until its extinguishment on February 14, 2025, the Brookfield SAFE was legal form debt that the Company had elected to measure using the FVO under ASC 825. As of February 14, 2025, 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 termination either. As of February 14, 2025, the Company expected to present projects to Brookfield to result in the Brookfield SAFE liability being automatically converted into shares at 75 %, with the 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 the 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 % 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 $ 0.75 . Based on the portion of the Brookfield SAFE expected to 27 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS automatically convert and the portion of the Brookfield SAFE expected to remain outstanding until maturity, the estimated fair value of the Brookfield SAFE was $ 13,274 as of February 14, 2025 prior to its extinguishment. Significant inputs for Level 3 Brookfield SAFE measurement at February 14, 2025 and December 31, 2024 are as follows: February 14, 2025 December 31, 2024 Initial purchase amount $ 50,000 $ 50,000 Liquidity price $ 10.00 $ 10.00 Stock price $ 0.75 $ 1.37 Term (in years) 0.88 3.11 Expected volatility 60.0 % 67.5 % Risk-free interest rate 4.3 % 4.3 % Expected dividend yield — % — % Brookfield Loan The Brookfield Loan is legal form debt and management has elected to apply the FVO with the Brookfield Loan classified as a mark-to-market liability. As of February 14, 2025, no qualifying financing had yet occurred and no qualified project investments had been presented to Brookfield, therefore no portion of the Brookfield Loan was deemed repaid. There were no cash flows associated with execution of the Brookfield Loan on February 14, 2025, however the initial principal payment of $ 12,500 to Brookfield was due on or prior to February 21, 2025 and has been paid. The Brookfield Loan accrues interest at a rate of 8.00 % per annum, compounded annually. The fair value of the Brookfield Loan was determined using a scenario-weighted discounted cash flow model on the adjusted remaining portion of the Brookfield Loan which includes the February 21, 2025 repayment and the Company’s expectation to present projects to Brookfield to result in the Brookfield Loan liability being deemed as repaid at 75 % and 50 % as of February 14, 2025 and June 30, 2025. The remaining portion outstanding is adjusted for two scenarios: in the first scenario, the remaining amount is repaid at maturity and in the second, the remaining amount is assumed to be repaid at the end of the third quarter of 2025. Significant inputs for Level 3 Brookfield Loan measurement at June 30, 2025 and February 14, 2025 are as follows: June 30, 2025 February 14, 2025 Adjusted remaining amount $ 23,948 $ 10,123 Term (in years) 0.25 1.46 Discount rate 40.0 % 40.0 % On July 10, 2025, LanzaTech and Brookfield entered into Amendment No. 1 to the Brookfield Loan. See Note 16 - Subsequent Events . 28 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS PIPE Warrant Pursuant to the PIPE Purchase Agreement, the Company also agreed to provide the PIPE Purchaser the contingent opportunity to participate in the potential future equity appreciation of the Company in the form of the PIPE Warrant that, similar to a structuring fee, would be issued if and only if certain conditions were satisfied prior to May 7, 2026, including obtaining a required stockholder vote and additional Financing meeting specified criteria. If issued, the PIPE Warrant would provide for the issuance of an aggregate of 780,000,000 shares of common stock at an exercise price equal to $ 0.0000001 per share (subject to adjustments in certain events, including the Reverse Stock Split, and to be no less than par value of the Company’s common stock) and the other terms to be set forth in the PIPE Warrant. Pursuant to the PIPE Purchase Agreement, the parties agreed that the PIPE Warrant would only be exercised upon consummation of a Subsequent Financing or, with the PIPE Purchaser’s consent, an Other Financing. If the Conditions to Exercise are satisfied, the PIPE Warrant will be deemed automatically exercised on a cashless, net-exercise basis at such time (the time immediately following such automatic exercise, the “Expiration Time”). The PIPE Warrant will terminate at the earlier of (i) the Expiration Time and (ii) May 7, 2026. Irrespective of the PIPE Warrant being a contingent instrument for which the conditions to issuance have not been satisfied, under applicable accounting guidance, the PIPE Warrant was required to be classified as a current liability at May 7, 2025 and to be remeasured at fair value at each balance sheet date, with changes in fair value recorded in other income (expense), net within the consolidated statements of operations and comprehensive loss. As a result, the Company recorded a current liability of $ 24.9 million as of May 7, 2025 based on the closing stock price of the Company’s common stock of $ 0.24 and taking into account the probability that a Subsequent Financing would be consummated. As of June 30, 2025, the closing stock price of the Company’s common stock increased to $ 0.27 , resulting in an increase in the fair value of the PIPE Warrant of approximately $ 3.4 million using the same probability assumption. Changes in fair value of the PIPE Warrant were recognized in other income (expense), net within the Company’s consolidated statements of operations and comprehensive loss. If the Company is unable to consummate a Financing, then the PIPE Warrant will not be issued and will have no accounting value. See Item 1A.-“Risk Factors—There can be no assurance that a Financing will be successfully consummated or achieve the anticipated results”. Public Warrants and Private Placement Warrants 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”. In connection with the IPO, the Company has 7,808,119 Public Warrants and 4,466,081 Private Placement Warrants outstanding as of June 30, 2025. 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 income (expense), net within the consolidated statements of operations and comprehensive loss. The Company recognized decreases in the fair value of the liability of $ 1,892 and $ 2,273 during the six months ended June 30, 2025 and 2024, respectively. The fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model. For the six months ended June 30, 2025, there was no change in fair value compared to a decrease of $ 2,148 for the prior year period. Changes in fair value are recorded on the consolidated statements of operations and comprehensive loss within other income (expense), net. The following table represents the weighted average inputs used in calculating the fair value of the Private Placement Warrants outstanding as of June 30, 2025 and December 31, 2024: 29 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2025 December 31, 2024 Stock price $ 0.27 $ 1.37 Exercise price $ 11.50 $ 11.50 Term (in years) 2.61 3.11 Expected volatility 110.0 % 97.5 % Risk-free interest rate 3.70 % 4.28 % Expected dividend yield — % — % 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 PIPE Warrant FPA Put Option Fixed Maturity Consideration Brookfield SAFE Brookfield Loan Private Placement Warrants Balance as of January 1, 2025 $ ( 51,112 ) $ — $ ( 30,015 ) $ ( 4,123 ) $ ( 13,223 ) $ — $ ( 1,432 ) Extinguishment of the Brookfield SAFE — — — — 13,274 — — Issuance of PIPE Warrant — ( 24,950 ) — — — — — Issuance of the Brookfield Loan — — — — — ( 19,490 ) — Partial settlement of Brookfield Loan — — — — — 12,500 — Conversion of Convertible Note to common stock 8,132 — — — — — — (Loss) gain recognized in the consolidated statement of operations and comprehensive loss 42,980 ( 3,400 ) — — ( 51 ) ( 12,445 ) 1,343 Balance as of June 30, 2025 $ — $ ( 28,350 ) $ ( 30,015 ) $ ( 4,123 ) $ — $ ( 19,435 ) $ ( 89 ) 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 ) (Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss ( 22,980 ) ( 1,018 ) 15,900 2,148 Balance as of June 30, 2024 $ ( 60,503 ) $ ( 8,246 ) $ ( 9,250 ) $ ( 1,766 ) 30 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 11 — Income Taxes The Company is subject to federal and state income taxes in the United States, as well as income taxes in foreign jurisdictions in which it conducts business. 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 were no deferred income taxes recognized for the three and six months ended June 30, 2025 and 2024. The Company recorded no income tax expense for the three and six months ended June 30, 2025 and 2024, 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 three and six months ended June 30, 2025 and 2024 was primarily due to a full valuation allowance related to the Company's U.S. and foreign deferred tax assets. The Company reassesses the need for a valuation allowance on a quarterly basis. If it is determined that a portion or all of the valuation allowance is not required, it will generally be a benefit to the income tax provision in the period such determination is made. The Company conducts business in multiple jurisdictions within and outside the United States. Consequently, the Company is subject to periodic income tax examinations by domestic and foreign income tax authorities. The Company is subject to audits for tax years 2018 and onward for federal purposes. 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. Note 12 — Share-Based Compensation 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 (“SARs”), restricted stock units (“RSUs”), performance awards and other stock-based awards or cash incentives. Prior to the effective date of the closing of the Business Combination, the Company granted awards under the LanzaTech NZ Inc. 2013 Stock Plan, the LanzaTech NZ Inc. 2015 Stock Plan, and the LanzaTech NZ, Inc. 2019 Stock Plan, (collectively, the “Prior Stock Plans”). Equity Classified Awards: Restricted Stock Units Under the LTIP, the Company has granted two types of RSUs: 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 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). Time-based RSUs granted to directors are subject to a one-year vesting schedule and the full award vests on the first anniversary of the vesting commencement date, subject to the director’s continued service through the vesting date. However, vesting will accelerate in certain circumstances (e.g., removal in connection with a change in control). The market-based RSUs have both a time-based and a market-based vesting component. Both components must be met for the award to vest. 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. 31 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A summary of the unvested time-based and market-based RSUs for the six months ended June 30, 2025, were as follows: Time-based RSUs Market-based RSUs Shares (in thousands) Weighted Average Grant Date Fair Value Shares (in thousands) Weighted Average Grant Date Fair Value Non-vested Outstanding at January 1, 2025 4,009 $ 3.22 3,463 $ 1.71 Granted — — — — Vested ( 1,580 ) 3.27 ( 342 ) 1.61 Cancelled/forfeited ( 452 ) 3.22 ( 38 ) 1.61 Non-vested Outstanding at June 30, 2025 1,977 $ 3.19 3,083 $ 1.72 Compensation expense related to the time-based RSUs was $ 1,043 and $ 1,550 for the three months ended June 30, 2025 and 2024, respectively, and $ 2,115 and $ 2,341 for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, $ 4,872 of unrecognized compensation cost related to time-based RSUs will be recognized over a weighted-average period of 1.34 years. Compensation expense related to the market-based RSUs was $ 170 and $ 387 for the three months ended June 30, 2025 and 2024, respectively, and $ 440 and $ 1,114 for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, $ 396 of unrecognized compensation costs related to market-based RSUs will be recognized over a weighted-average period of 0.68 years. Stock Options In accordance with the LTIP and Prior Stock Plans, grantees have also been granted stock options to purchase common shares. 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. Upon termination of service, unvested stock options are forfeited in accordance with their terms unless the award agreement provides for accelerated vesting (e.g., due to retirement). 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. Stock option awards outstanding as of June 30, 2025 and changes during the six months ended June 30, 2025, were as follows: Shares subject to option (thousands) Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value (thousands) Outstanding at January 1, 2025 18,659 $ 2.11 Vested and expecting to vest at January 1, 2025 18,659 2.11 Exercisable at January 1, 2025 12,819 1.67 Granted — Exercised — Cancelled/forfeited ( 684 ) 3.22 Expired ( 890 ) 1.93 Outstanding at June 30, 2025 17,085 $ 2.07 4.55 $ 7,399 Vested and expecting to vest at June 30, 2025 17,085 2.07 4.55 7,399 Exercisable at June 30, 2025 14,459 $ 1.85 3.92 $ 7,399 Compensation expenses related to the stock options was $ 1,080 and $ 1,735 for the three months ended June 30, 2025 and 2024, respectively, and $ 2,049 and $ 2,842 for the six months ended June 30, 2025 and 2024, respectively. As 32 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS of June 30, 2025, $ 4,703 of unrecognized compensation costs related to stock options will be recognized over a weighted-average period of 1.36 years. Liability-Classified Awards Phantom RSUs 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 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. Phantom SARs 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. 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 13 — Related Party Transactions As of June 30, 2025 and 2024, the Company had equity ownership in LanzaJet and SGLT (see Note 5 - Investments for further details). The table below summarizes amounts related to transactions with these related parties (in thousands): As of June 30, 2025 December 31, 2024 Accounts receivable $ 2,137 $ 2,452 Contract assets — 399 Notes receivable — 5,789 Accounts payable — 234 The following table presents revenue from related parties per disaggregated revenue categories: Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenue from related parties, included within Licensing $ 1,050 $ 8,541 $ 2,101 $ 9,121 Revenue from related parties, included within Engineering and other services 137 332 258 660 The main transactions with related parties are described below: LanzaJet 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. 33 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In connection with the formation of LanzaJet, the Company entered into a transition services agreement with LanzaJet, primarily for the access and use of certain equipment and spaces. For the three and six months ended June 30, 2025 and 2024, the Company recognized immaterial amounts of revenue from related parties. In addition to the licensing and sublicensing of its intellectual property, pursuant to the Investment Agreement as described in Note 5 - 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. As the project has reached completion, the Company recognized immaterial amounts of revenue for ad-hoc services during the three and six months ended June 30, 2025 and 2024. 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 $ 2,000 and recorded a $ 2,000 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 $ 2,000 receivable will be reduced to the extent of payments due and payable under the license agreement. The Company recognized $ 57 and $ 115 in deferred profit for the three and six months ended June 30, 2025. 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. LanzaJet Stockholders’ Agreement In connection with the Investment Agreement, on April 1, 2021, the Company entered into an amended and restated stockholders’ agreement with LanzaJet, Shell, Mitsui, British Airways and Suncor (the “LanzaJet Stockholders’ Agreement”). Under the LanzaJet Stockholders’ Agreement, each party is required to hold and vote its shares of LanzaJet stock to ensure that LanzaJet’s board of directors (the “LanzaJet board”) is composed of eight directors: one designee from each of British Airways, Mitsui, Suncor and Shell, two LanzaTech designees ( one of which will be the chairperson), LanzaJet’s chief executive officer, and one independent director. Each party must hold a certain number of shares of LanzaJet common stock in order to maintain their respective designated board seats. Pursuant to the agreement, if a party votes to remove its designated director from the LanzaJet board, the other parties must also vote in favor of removal. If a party fails to comply with its obligations under the second tranche investments provided for in the LanzaJet Investment Agreement, the other parties may vote to remove that party’s designee, and such party will forfeit its designated LanzaJet board seat in exchange for the right to designate a non-voting observer to the LanzaJet board. The agreement also provides that the parties must vote their shares in favor of a proposed change of control transaction and take all reasonable steps necessary to execute the transaction if it meets certain standards and is approved by us, the LanzaJet board, and any investor holding a certain number of LanzaJet shares. The parties to the LanzaJet Stockholders’ Agreement may not transfer their LanzaJet shares until 2026, except for permitted transfers to affiliates. LanzaJet has a right of first refusal with regard to all transfers of LanzaJet shares to third parties (including in connection with a change of control with respect to the applicable party’s ultimate parent) and if LanzaJet declines to exercise this right, the other parties to the agreement are entitled to a pro rata right of first refusal. We and the other parties will also have a pro rata right of first refusal with regard to new LanzaJet shares issued as well as a put right with respect to LanzaJet shares that we and such parties hold upon the occurrence of certain conditions. The LanzaJet Stockholders’ Agreement also provides registration rights in connection with an initial public offering of or other registration of LanzaJet shares. Each party to the LanzaJet Stockholders’ Agreement agrees to indemnify the other parties for all claims arising from such party’s breach of the agreement or from fraud, gross negligence, or willful misconduct with regard to the agreement. The LanzaJet Stockholders’ Agreement will terminate either with the consent of all of the parties or upon an initial public offering of LanzaJet shares or a specified liquidation event. LanzaJet Note Purchase Agreement 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, issued and sold 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 (the “Senior Secured Notes”) and $ 33,500 aggregate principal amount of 6.00 % Subordinated 34 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Secured Notes maturing December 31, 2043 (the “Subordinated Secured Notes”). The Company committed and funded $ 5,500 of Subordinated Secured Notes 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 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. Accordingly, the Company received warrants to purchase 316,250 shares of common stock of LanzaJet, and exercised them in January 2024. 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. As of June 30, 2025, the carrying amount of the note receivable from LanzaJet was reduced to zero . This reduction reflects LanzaJet’s share of losses attributable to the Company under the equity method investment carrying amount. As a result of continued net losses, the Company’s investment in LanzaJet has also been reduced to zero . The Company will not recognize additional losses until the investment returns to a positive carrying value. The Company will continue to monitor LanzaJet’s financial results and track its share of any future profits or losses off-balance sheet (See Note 5 - Investments). SGLT The Company supplies SGLT with certain water-soluble organic compounds required in the Company's proprietary gas fermentation process, small-size equipment and consulting services. For the three and six months ended June 30, 2025 and 2024, the Company recognized an immaterial amount of revenue. The Company also provided engineering services and incurred costs of $ 238 and $ 270 for the three months ended June 30, 2025 and 2024, respectively, and $ 393 and $ 455 for the six months ended June 30, 2025 and 2024, respectively. Note 14 — 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) JDA, 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: 35 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Consolidated Revenues $ 9,084 $ 17,375 $ 18,567 $ 27,619 Less Consolidated Cost of Sales 6,230 5,491 13,743 12,261 Salaries and benefits expenses 1 15,517 21,217 33,180 41,725 External service providers 1 13,266 7,947 22,850 10,856 Other Operating expenses (net of recharges) 6,312 5,522 12,088 11,733 Net loss from operations $ ( 32,241 ) $ ( 22,802 ) $ ( 63,294 ) $ ( 48,956 ) Other expenses, net 3,077 ( 3,278 ) 21,433 ( 1,951 ) Loss from equity method investees, net ( 3,335 ) ( 1,719 ) ( 9,867 ) ( 2,400 ) Net Loss $ ( 32,499 ) $ ( 27,799 ) $ ( 51,728 ) $ ( 53,307 ) (1) Includes 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, see Note 4 - Revenues and for major customers, see Note 2 - Summary of Significant Accounting Policies . As of June 30, 2025, property plant and equipment, net of depreciation, was $ 19,215 and associated expenditure during the six months ended June 30, 2025 was $ 853 . Note 15 — Commitments and Contingencies Lease Commitments In May 2025, the Company amended the operating lease for its corporate headquarters in Skokie IL., the terms of which terminated certain floors of the leased space and was treated as a lease modification as of the effective date. The partial lease termination of the corporate headquarters leased space resulted in a reduction in the Company’s future minimum fixed lease obligations as of the lease modification date. As a result of the partial lease termination, the Company remeasured its operating lease liabilities and recorded a decrease of $ 13,085 to reflect the reduced lease payments. The Company also recorded a decrease to right-of-use assets of $ 13,025 based on the proportionate decrease in the right-of-use asset, which resulted in a gain of $ 60 recognized in other income (expense), net within the Company’s consolidated statements of operations and comprehensive loss for the six months ended June 30, 2025. The lease liability was remeasured using a revised incremental borrowing rate (“IBR”) of 8.0 % as of the amendment date in determining the present value of lease payments. The Company estimated the IBR based upon comparing interest rates available in the market for similar borrowings and the credit quality of the Company. Under the terms of the lease agreement for the Company’s headquarters, the Company was required to deliver the security deposit in the form of a letter of credit to the landlord no later than June 30, 2025. Until such delivery, the obligation represents a commitment under the lease agreement. The letter of credit will not be drawn upon unless the Company fails to perform under the lease terms. Litigation The Company is, and may from time to time be, involved in legal proceedings and exposed to potential claims in the normal course of business. As of June 30, 2025 and December 31, 2024, the Company did not have any reasonably possible or probable losses from such claims. 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 Business Combination. The Company was subsequently voluntarily dismissed from the case in July 2024, before it was required to respond to the Complaint. The Complaint 36 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 the Director Defendants have not yet been required to respond to the Complaint. The Company and the Director 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. On August 12, 2025, the Court denied in part and granted in part Vellar’s motion to dismiss. The Company intends to vigorously pursue its claim 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. On August 12, 2025, the Court denied the motion.. On April 11, 2025, Vellar filed a motion to amend the complaint and a motion to consolidate the two related actions between LanzaTech and Vellar. Both motions were granted. Vellar filed the amended complaint on April 23, 2025 adding a claim for breach of the FPA Warrants, to which LanzaTech and Vellar are parties and seeking damages, including liquidated damages under the FPA Warrants. LanzaTech filed an answer to the amended complaint on May 14, 2025. Convertible Note Litigation On May 16, 2025, Carbon Direct Capital, the former holder of the Convertible Note, commenced a lawsuit against the Company in the Supreme Court of the State of New York (“Supreme Court”). The complaint filed in the action contends that the mandatory conversion of the Convertible Note formerly held by Carbon Direct Capital in connection with the Series A Preferred Stock Issuance, is invalid under the terms of the Convertible Note, and even if a mandatory conversion had occurred, Carbon Direct Capital would be entitled to consideration in the form of Series A Preferred Stock and PIPE Warrant rather than the shares of common stock that the Company issued to Carbon Direct Capital in the mandatory conversion. Simultaneously with filing the complaint, Carbon Direct Capital moved via order to show cause for a temporary restraining order and preliminary injunction voiding the mandatory conversion under the Convertible Note and sought expedited discovery. On May 21, 2025, the Supreme Court denied Carbon Direct Capital’s request for a temporary restraining order. On June 13, 2025, the Supreme Court denied Carbon Direct Capital’s motion 37 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS for a preliminary injunction. On July 3, 2025, the Supreme Court granted the Company’s motion to dismiss Carbon Direct Capital’s complaint in full, finding that plaintiff had failed to state a claim for breach of contract or breach of the implied covenant of good faith and fair dealing. On August 1, 2025, Carbon Direct Capital filed a notice of appeal to the Appellate Division, First Department of the Supreme Court’s decision dismissing the complaint. The Company disputes the allegations in the complaint and intends to defend itself against the claims asserted therein. On June 30, 2025, Carbon Direct Capital commenced a separate lawsuit in the Delaware Court of Chancery. The complaint filed in the action contended that the proxy statement for the July 28, 2025 annual meeting of stockholders contained material misstatements or omissions. Carbon Direct Capital moved for expedited proceedings and requested a schedule on a motion for preliminary injunction. On July 11, 2025, the Court of Chancery denied Carbon Direct Capital’s motion to expedite. On July 28, 2025, the Company moved to dismiss the complaint. On August 5, 2025, Carbon Direct Capital filed a notice of voluntary dismissal of the action. As of August 19, 2025, the Company did not have sufficient information to predict the outcome of the lawsuits. Note 16 — Subsequent Events On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. The Company is in the process of evaluating the impacts of OBBBA and the results of which will be recognized in the financial statements during the period of enactment. On July 10, 2025, the Company and Brookfield entered into Amendment No. 1 to the Brookfield Framework Agreement (the “Amended Brookfield Framework Agreement”) to extend the end date of the initial term from October 2, 2027 to December 3, 2028. Additionally, on July 10, 2025, the Company and Brookfield entered into Amendment No. 1 to the Brookfield Loan (the “Amended Brookfield Loan Agreement”). Under the Amended Brookfield Loan Agreement, (i) the maturity date of the loan has been extended from October 3, 2027 to December 3, 2029 (the period from October 4, 2027 to December 3, 2029, the “extension period”), (ii) interest will accrue on a daily basis on the unpaid principal balance of the loan at (a) 8 % per annum, payable quarterly in cash, from October 4, 2027 through and including December 3, 2028 and (b) 12 % per annum, payable quarterly in cash, from December 4, 2028 through and including December 3, 2029 and (iii) during the extension period, the deemed repayment provisions set forth in the Loan Agreement associated with equity funding required for qualifying projects will not apply to eligible projects under the Amended Brookfield Framework Agreement with respect to which Brookfield has (or is deemed to have) delivered a rejection notice. On August 15, 2025,the Company filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) two Certificates of Amendment to the Company’s Second Amended and Restated Articles of Incorporation to (1) decrease the par value of the Company’s common stock from $ 0.0001 to $ 0.0000001 per share (the “Par Value Change”) and increase the number of authorized shares of common stock from 600,000,000 to 2,580,000,000 (the “Authorized Share Increase”), effective 4:59 p.m. Eastern Time on August 18, 2025, and (2) effect a 1-for-100 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock and proportionately decrease the number of authorized shares of common stock to 25,800,000 (the “Proportionate Authorized Share Decrease” and, together with the Par Value Change, Authorized Share Increase and Reverse Stock Split, the “Charter Amendments”), effective 5:00 p.m. Eastern Time on August 18, 2025 (the “Reverse Split Effective Time”). The Charter Amendments were approved by the Board of Directors of the Company and by stockholders of the Company at the Company’s 2025 Annual Meeting of Stockholders held on July 28, 2025, as detailed in the Company’s definitive proxy statement for such annual meeting, filed with the SEC on June 18, 2025 (as supplemented by the proxy supplement filed with the SEC on July 17, 2025). At the Reverse Split Effective Time, every 100 shares of the Company’s issued and outstanding common stock were automatically reclassified and combined into one share of common stock. No fractional shares were issued in connection with the Reverse Stock Split. Instead, any fractional shares resulting from the Reverse Stock Split were 38 LANZATECH GLOBAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS rounded up to the nearest whole share at the registered holder and participant level with The Depository Trust Company. Proportionate adjustments were made to the number of shares of the Company’s common stock underlying the Company’s outstanding equity awards. With respect to the Company’s warrants, every 100 shares of common stock that may be purchased pursuant to the exercise of warrants prior to the Reverse Split Effective Time represent one share of common stock that may be purchased pursuant to such warrants following the Reverse Split Effective Time. Correspondingly, the exercise price per share of such warrants has been proportionately increased, such that the exercise price per share of such warrants immediately following the Reverse Stock Split is $ 1,150 , which equals the product of 100 multiplied by $ 11.50 , the exercise price per share immediately prior to the Reverse Stock Split. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the rounding of shares to the nearest whole share in lieu of issuing fractional shares). The Company’s common stock and public warrants began trading on a post-split basis at market open on August 19, 2025, and continue to be traded on the Nasdaq Capital Market under the symbols “LNZA” and “LNZAW”, respectively. The new CUSIP number for the Company’s common stock following the Reverse Stock Split is 51655R200. The CUSIP number for the Company’s public warrants has not changed. Additionally, on August 15, 2025, the Company filed with the Delaware Secretary of State a Restated Certificate of Incorporation (the “Restated Charter”) that became effective at 5:01 p.m. Eastern Time on August 18, 2025. The Restated Charter (1) reflects the Charter Amendments(other than the Authorized Share Increase, which was superseded by the Proportionate Authorized Share Decrease), and (2) otherwise merely restates and integrates but does not further amend the Company’s Second Amended and Restated Certificate of Incorporation as theretofore amended or supplemented. The Restated Charter was adopted by the Board of Directors of the Company without a vote of stockholders of the Company pursuant to Section 245 of the Delaware General Corporation Law. The foregoing description of the Restated Charter does not purport to be complete and is qualified in its entirety by the full text of the Restated Charter, which is filed hereto as Exhibit 3.1 and is incorporated herein by reference. 39