LanzaTech Global, Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with our unaudited interim consolidated financial statements and accompanying footnotes thereto included in Part I, “Item 1-Financial Results and Supplementary Data” of this Quarterly Report, and our audited consolidated financial statements and related notes included in the Company’s 2024 Annual Report. In this section, unless otherwise indicated or the context otherwise requires, references in this section to “LanzaTech,” the “Company,” “we,” “us,” “our” and other similar terms refer to LanzaTech Global, Inc. and its consolidated subsidiaries. References to “AMCI” refer to AMCI Acquisition Corp. II prior to the Business Combination. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include without limitation those discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and those identified in Part I, “Item 1A-Risk Factors” of the Company’s 2024 Annual Report and Part II, “Item 1A.-Risk Factors” of the Company’s Quarterly Report for the fiscal quarter ended March 31, 2025 and of this Quarterly Report. Overview We are a nature-based carbon refining company that develops technology to transform waste carbon into the chemical building blocks for consumer goods such as sustainable fuels, fabrics, and packaging that people use in their daily lives. Our customers leverage our proven proprietary gas fermentation technology platform to convert certain feedstocks, including waste carbon gases, into sustainable fuels and chemicals such as ethanol. Today, we are focused on taking advantage of the many uses of ethanol while capitalizing on the growing preference among major companies for renewable products and environmentally-conscious manufacturing processes. We have also developed the capabilities to produce single cell protein as a primary product from our gas fermentation platform. LanzaTech employs a licensing business model whereby our customers build, own and operate facilities that use our technology, and in return, we are paid a royalty fee based on the revenue generated from the use of our technology. We are augmenting our technology licensing business model to incorporate incremental ownership and operatorship in the biorefining value chain, enabling greater control over development, financing, and product access. We began operations in 2005. In 2018, through our joint venture with Shougang LanzaTech (also referred as “SGLT” herein), we established the world’s first commercial waste gas-to-ethanol plant in China, followed by three more plants between 2021 and 2023. With additional partnerships, we established two more commercial plants, one in India, and one in Belgium, respectively, and we currently have other plants in various states of development in various countries around the world. We also perform research and development (“R&D”) services related to novel technologies and development of biocatalysts for commercial applications, mainly to produce fuels and chemicals. In June 2024, the Company and LanzaJet launched CirculAir™, a new joint offering and end-to-end solution utilizing LanzaTech’s gas fermentation technology in conjunction with LanzaJet’s Alcohol-to-Jet (“ATJ”) platform to produce sustainable aviation fuel and renewable diesel from a wide range of waste feedstocks. We have not achieved operating profitability since our formation. Our net losses after tax were $51.7 million and $53.3 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025 we had an accumulated deficit of $1,021.3 million compared to an accumulated deficit of $969.6 million as of December 31, 2024. We anticipate that we will continue to incur losses until we sufficiently commercialize our technology. Recent Developments As previously announced, LanzaTech is focused on shifting its core operations from research and development to globally deploying the Company’s proven technology. We are streamlining our priorities to sharpen our business focus and improve our cost structure and evaluating other liquidity enhancing initiatives, including pursuing capital raising, partnership or asset-related opportunities, and other strategic options. On May 7, 2025 (the “PIPE Closing Date”), the Company and LanzaTech Global SPV, LLC, an entity controlled by a large 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 40 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 (the “Convertible Note”), plus accrued and unpaid interest thereon, was converted into 34,054,337 shares of common stock 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, a financing that does not constitute a Subsequent Financing (an “Other Financing”) (collectively, the “Conditions to Exercise”); provided , however , that 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 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 Warrant, 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 Warrant, 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 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 Majority Holders, at a price per share of $0.05 (subject to adjustment in certain events, including the Reverse Stock Split), 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 held its 2025 Annual Meeting of Stockholders on July 28, 2025, where stockholders were asked to vote on proposals to provide the Requisite Stockholder Approvals. All of the Requisite Stockholder Approvals were received other than the approval for the amendment to the Company’s certificate of incorporation to provide that the Company’s stockholders may take action by written consent. 41 The Company is actively pursuing 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. See Part II, “Item 1A.—Risk Factors—There can be no assurance that a Financing will be successfully consummated or achieve the anticipated results. ” Basis of Presentation LanzaTech’s consolidated financial statements were prepared in accordance with U.S. GAAP. See Note 2 - Summary of Significant Accounting Policies of our consolidated financial statements for a full description of our basis of presentation. Key Financial Metrics In addition to the measures presented in our consolidated financial statements, we review the following key business metrics to measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions that will impact the future operational results of LanzaTech. Increases or decreases in our key business metrics may not correspond with increases or decreases in our revenue. Key elements of the Company’s performance for the three months ended June 30, 2025 and 2024 are summarized in the tables below: Three Months Ended June 30, (In thousands, except for percentages) 2025 2024 Variance % Change GAAP Measures: Revenue $ 9,084 $ 17,375 $ (8,291) (48) % Net Loss (32,499) (27,799) (4,700) 17 % Key Performance Indicators: One-Time Revenue (1) 7,810 8,834 (1,024) (12) % Recurring Revenue (2) 1,274 8,541 (7,267) (85) % Total Revenue $ 9,084 $ 17,375 $ (8,291) (48) % Cost of Revenues (ex. Depreciation) (3) 6,230 5,491 739 13 % Selling, general & administrative expense 19,106 11,747 7,359 63 % Adjusted EBITDA (4) $ (29,696) $ (17,752) $ (11,944) 67 % __________________ (1) One-time revenue includes all other revenue other than licensing and sales of microbes and media. (2) Includes revenue from licensing and sales of microbes and media. (3) Consists of costs of revenues from contracts with customers and grants (exclusive of depreciation), cost of revenue from collaboration agreements (exclusive of depreciation) and cost of revenue from related party transactions (exclusive of depreciation). (4) Adjusted EBITDA, a non-GAAP financial measure, is calculated as net loss, excluding the impact of depreciation, interest income, net, stock-based compensation expense, change in fair value of warrant liabilities, loss on the Brookfield SAFE extinguishment, change in fair value of the Brookfield SAFE and the Brookfield Loan liabilities, change in fair value of the FPA Put Option liability and Fixed Maturity Consideration (net of interest accretion reversal), change in fair value of the Convertible Note, change in fair value of the PIPE Warrant, change in fair value of the Brookfield Loan and loss from equity method investees, net. Adjusted EBITDA is a supplemental measure that is not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Adjusted EBITDA does not represent, and should not be considered, an alternative to net income (loss), as determined in accordance with GAAP. See “Non-GAAP Financial Measures” for additional information and reconciliation of Adjusted EBITDA to net loss, its most directly comparable GAAP measure. 42 Key elements of the Company’s performance for the six months ended June 30, 2025 and 2024 are summarized in the tables below: Six Months Ended June 30, (In thousands, except for percentages) 2025 2024 Variance % Change GAAP Measures: Revenue $ 18,567 $ 27,619 $ (9,052) (33) % Net Loss (51,728) (53,307) 1,579 (3) % Key Performance Indicators: One-Time Revenue (1) 16,087 18,517 (2,430) (13) % Recurring Revenue (2) 2,480 9,102 (6,622) (73) % Total Revenue 18,567 27,619 (9,052) (33) % Cost of Revenues (ex. Depreciation) (3) 13,743 12,261 1,482 12 % Selling, general & administrative expense 34,854 22,784 12,070 53 % Adjusted EBITDA (4) $ (60,203) $ (39,901) $ (20,302) 51 % __________________ (1) One-time revenue includes all other revenue other than licensing and sales of microbes and media (2) Includes revenue from licensing and sales of microbes and media. (3) Consists of cost of revenues from contracts with customers and grants (exclusive of depreciation), cost of revenues from collaboration agreements (exclusive of depreciation) and cost of revenues from related party transactions (exclusive of depreciation). (4) Adjusted EBITDA, a non-GAAP financial measure, is calculated as net loss, excluding the impact of depreciation, interest income, net, stock-based compensation expense, change in fair value of warrant liabilities, loss on the Brookfield SAFE extinguishment, change in fair value of the Brookfield SAFE and the Brookfield Loan liabilities, change in fair value of the FPA Put Option liability and Fixed Maturity Consideration (net of interest accretion reversal), change in fair value of the Convertible Note, change in fair value of the PIPE Warrant, change in fair value of the Brookfield Loan and loss from equity method investees, net. Adjusted EBITDA is a supplemental measure that is not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Adjusted EBITDA does not represent, and should not be considered, an alternative to net income (loss), as determined in accordance with GAAP. See “ Non-GAAP Financial Measures ” for additional information and reconciliation of Adjusted EBITDA to net loss, its most directly comparable GAAP measure. 43 Results of Operations — Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024 The results of operations presented below should be reviewed in conjunction with our consolidated financial statements and notes. The following table sets forth our consolidated results of operations for the periods indicated: Three Months Ended June 30, 2025 2024 Variance % Change (In thousands, except for per share amounts) Total revenue $ 9,084 $ 17,375 $ (8,291) (48) % Cost of revenue (1) 6,230 5,491 739 13 % Operating expenses: Research and development 14,935 21,481 (6,546) (30) % Depreciation expense 1,054 1,458 (404) (28) % Selling, general and administrative expense 19,106 11,747 7,359 63 % Total operating expenses 35,095 34,686 409 1 % Loss from operations (32,241) (22,802) (9,439) 41 % Other income (expense): Interest income, net 192 513 (321) (63) % Other income (expense), net 2,885 (3,791) 6,676 (176) % Total other income (expense), net 3,077 (3,278) 6,355 (194) % Loss from equity method investees, net (3,335) (1,719) (1,616) 94 % Net loss $ (32,499) $ (27,799) $ (4,700) 17 % Other comprehensive loss: Changes in credit risk of fair value instruments (1,605) — (1,605) — % Foreign currency translation adjustments (313) (191) (122) 64 % Comprehensive loss $ (34,417) $ (27,990) $ (6,427) 23 % ( 1) exclusive of depreciation Revenue Total revenue decreased $8.3 million, or 48%, in the three months ended June 30, 2025, compared to the same period in 2024. The decline was primarily driven by $7.5 million in licensing revenue received in the prior period related to LanzaJet sublicensing our technology. Engineering and other services revenue also declined by $3.2 million and other contract research declined by $0.5 million, mainly due to the completion of projects with existing customers and government entities whose projects reached completion of their current development phase. These decreases were partially offset by an increase of $2.9 million in CarbonSmart sales. Cost of Revenue Cost of revenue increased $0.7 million, or 13%, in the three months ended June 30, 2025, compared to the same period in 2024. This increase was primarily driven by the cost of revenue for CarbonSmart products of $3.1 million partially offset by a decrease in engineering and other services of $1.5 million for contracts with existing customers and government entities. Cost of revenue also decreased $0.5 million for joint development arrangements and $0.4 million for other contract research. 44 Research and Development R&D expense decreased $6.5 million, or 30%, in the three months ended June 30, 2025, compared to the same period in 2024, primarily due to a $4.0 million decrease in external R&D services related to project development costs that are not currently eligible for capitalization. An additional decrease of $1.8 million was related to consumables and facilities expenses, and a decrease of $0.8 million in personnel and contractor expenses was related to R&D projects. Selling, General and Administrative Expense SG&A expense increased $7.4 million, or 63%, in the three months ended June 30, 2025, compared to the same period in 2024. This was primarily due to a $9.5 million increase in professional services fees associated with the Company’s focus on streamlining its business priorities and a $1.0 million increase in facilities and consumable expenses, partially offset by a $3.1 million decrease in personnel and contractor expenses. Interest income, net Interest income, net decreased $0.3 million in the three months ended June 30, 2025, compared to the same period in 2024. The decrease was primarily attributable to lower interest earned on smaller cash balances held in savings, money market, and investment accounts. Other Income, Net Other income, net increased $6.7 million in the three months ended June 30, 2025, compared to the same period in 2024. This was due to the overall net loss on changes in the fair value of our financial instruments, specifically, the increase in fair value of the Convertible Note of $9.4 million caused by the decrease in the assumed conversion price during the three months ended June 30, 2025 . 45 Results of Operations — Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024 The following table sets forth our consolidated results of operations for the periods indicated: Six Months Ended June 30, 2025 2024 Variance % Change (In thousands, except for per share amounts) Total revenue $ 18,567 $ 27,619 $ (9,052) (32.8) % Cost of revenues 13,743 12,261 1,482 12.1 % Operating expenses: Research and development 31,429 38,542 (7,113) (18.5) % Depreciation expense 1,835 2,988 (1,153) (38.6) % Selling, general and administrative expense 34,854 22,784 12,070 53.0 % Total operating expenses $ 68,118 $ 64,314 $ 3,804 5.9 % Loss from operations (63,294) (48,956) (14,338) 29.3 % Other income (expense): Interest income, net 630 1,661 (1,031) (62.1) % Other income (expense), net 20,803 (3,612) 24,415 nm Total other income (expense), net 21,433 (1,951) 23,384 nm Loss before income taxes (41,861) (50,907) 9,046 (17.8) % Loss from equity method investees, net (9,867) (2,400) (7,467) nm Net loss $ (51,728) $ (53,307) $ 1,579 (3.0) % Other comprehensive loss: Changes in credit risk of fair value instruments 1,091 — 1,091 — % Foreign currency translation adjustments (754) (150) (604) 402.7 % Comprehensive loss $ (51,391) $ (53,457) $ 2,066 (3.9) % (1) exclusive of depreciation nm - Not meaningful Revenue Total revenue decreased $9.1 million, or 32.8%, in the six months ended June 30, 2025, compared to the same period in the prior year. The decline was primarily driven by $7.0 million in licensing revenue received in the prior period related to LanzaJet sublicensing our technology. Additionally, engineering and other services revenue declined by $5.9 million, mainly due to the completion of projects with existing customers and government entities whose projects reached completion of their current development phase, Joint Development Agreements revenue declined by $1.8 million, and other contract research declined by $0.5 million, partially offset by an increase of $6.2 million in CarbonSmart sales. Cost of Revenues Cost of revenues increased $1.5 million, or 12.1%, in the six months ended June 30, 2025, compared to the same period in the prior year, primarily driven by an increase of $6.3 million in cost of revenue related to CarbonSmart product sales due to higher activity in the first half of the year. The increase was offset by a $3.5 million decrease in cost of revenue for engineering and other services, a $1.0 million decrease in cost of revenue in Joint Development Agreements, and a $0.5 million decrease in other contract research. 46 Research and Development R&D expense decreased $7.1 million, or 18.5%, in the six months ended June 30, 2025, compared to the same period in the prior year, primarily due to a decrease of $3.9 million was related to consumables and facilities expense, a decrease of $2.9 million in external R&D services related to project development costs that are not currently eligible for capitalization, and a decrease of $0.3 million in personnel and contractor expenses related to R&D projects. Selling, general and administrative expense SG&A expense increased $12.1 million, or 53.0%, in the six months ended June 30, 2025, compared to the same period in the prior year. This was primarily due to an increase of $14.8 million in professional fees associated with the Company’s focus on streamlining its business priorities, an increase of $1.8 million for facilities and consumable expenses, partially offset by a decrease of $4.5 million in personnel and contractor expenses driven by a decrease in salary and bonus expenses. Interest income, net Interest income, net decreased $1.0 million in the six months ended June 30, 2025 compared to the same period in the prior year . This was primarily attributable to interest earned on lower cash balances held in savings and money market accounts. Other Income, net Other income, net increased $24.4 million in the six months ended June 30, 2025 compared to the same period in the prior year. This increase was primarily driven by a $43.8 million gain related to the change in fair value of the Convertible Note recorded in the six months ended June 30, 2025, a $23.8 million gain on the change in fair value of Forward Purchase Agreement (FPA) recorded in the six-month period ended June 30, 2024, with no change in the current period. These increases were partially offset by a loss of $0.6 million due to the increase in fair value of the Brookfield SAFE between January 1, 2025 and February 14, 2025, a loss of $6.2 million from the extinguishment of the Brookfield SAFE, and a loss of $1.4 million due to the reversal of losses related to changes in instrument-specific credit risk that had accumulated in other comprehensive income prior to the extinguishment. This compares to a $15.9 million loss relating the change in fair value of the Brookfield SAFE that was recorded in the six-month period ended June 30, 2024. Further losses offsetting the above gains are related to $11.4 million loss from the change in fair value of the Brookfield Loan between February 14, 2025 and March 31, 2025. 47 Liquidity and Capital Resources Cash and Cash Equivalents Cash and cash equivalents comprise cash on hand, demand deposits at banks, and other short-term, highly liquid investments with original maturity of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. The following table shows the balances of our cash, cash equivalents and restricted cash as of June 30, 2025 and December 31, 2024: June 30, December 31, (In thousands, except for percentages) 2025 2024 Variance % Change Total cash, cash equivalents, and restricted cash $ 39,645 45,737 $ (6,092) (13.3) % As of June 30, 2025, compared to December 31, 2024, LanzaTech’s cash, cash equivalents, and restricted cash decreased by $6.1 million , or 13.3% , primarily due to funding the net loss adjusted for non-cash charges (see cash flow section below) and partial repayment on the Brookfield Loan. Debt Security Investments Debt security investments comprise mainly held-to-maturity U.S. Treasury and high quality corporate securities that the Company has both the ability and intent to hold to maturity. These securities all mature within one year and will provide additional liquidity upon maturity. As of June 30, 2025, held-to-maturity security investments all matured, compared to $12.4 million as of December 31, 2024. Sources and Uses of Capital Since inception, we have financed our operations primarily through equity and debt financing. Our ability to successfully develop products and expand our business depends on many factors, including our ability to meet working capital needs, the availability of equity or debt financing and, over time, our ability to generate cash flows from operations. As of June 30, 2025, our capital structure consisted of equity (comprising issued capital, and accumulated deficit), and the Brookfield Loan. We are not subject to any externally imposed capital requirements. As of June 30, 2025, our outstanding debt comprised the Brookfield Loan, the FPA Put Option liability and the Fixed Maturity Consideration, which are all classified as liabilities for accounting purposes, on our consolidated balance sheets as of June 30, 2025. See Note 2 - Summary of Significant Accounting Policies in our unaudited consolidated financial statements for further information. On February 3, 2023, LanzaTech, AMCI and ACM ARRT H LLC (“ACM”) executed a Forward Purchase Agreement (the “FPA”). 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 shares of common stock (the “Recycled Shares”) on the open market for approximately $10.16 per share (the “Redemption Price”), and the purchase price of approximately $60.1 million was funded by the use of AMCI trust account proceeds as a partial prepayment (the “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 day consecutive trading-day period (the “VWAP Trigger Event”) or if the Company is delisted. On any date following the Business Combination, the Purchasers also had the option to early terminate the arrangement in whole or in part by providing optional early termination notice to the Company (the “Optional Early Termination”). For those shares early terminated (the “Terminated Shares”), the Purchasers would owe the Company an amount equal to the Terminated Shares times the Redemption Price, which could be reduced in the case of certain dilutive events (“Reset Price”). 48 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 $5.1 million (the “Share Consideration”), which under the FPA is payable in cash. 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. On July 22, 2024, Vellar notified the Company of the satisfaction 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) Maturity Consideration of $7.5 million (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 approximately $2.5 million, payable in cash, each 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 approximately $4.2 million 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 is 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 notified to the Company as part of an early termination, which Vellar did not do. On October 23, 2024, Vellar filed suit against the Company, alleging breach of the FPA, and seeking approximately $4.2 million plus interest. The Company intends to vigorously defend itself against the claim. On April 11, 2025, Vellar filed a motion to amend its complaint, seeking to add a claim for breach of the FPA Warrants, to which LanzaTech and Vellar are parties. Vellar also moved to consolidate the two related actions between LanzaTech and Vellar. Both motions were granted and Vellar filed the amended complaint on April 23, 2025. The amended complaint seeks damages, including liquidated damages under the FPA Warrants. The outcome of the lawsuit is uncertain, and in the event that the Company does not succeed, the Company may not have sufficient funds or be able to obtain financing from third parties to pay amounts related to the lawsuit. See Note 15 - Commitments and Contingencies in our unaudited consolidated financial statements for further information. 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 $2.5 million in Share Consideration and $7.5 million 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 and settled. On May 9, 2024, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) and a Terms Agreement (the “Terms Agreement” and, together with the Sales Agreement, the “ATM Agreements”) with B. Riley Securities, Inc. (“B. Riley Securities”), pursuant to which the Company may, from time to time and subject to certain conditions such as a floor price, offer and sell through or to B. Riley Securities, as sales agent or principal, shares of the Company’s common stock, having an aggregate offering price of up to $100 million. The shares will be offered through or to B. Riley Securities, acting as agent in connection with agency transactions or as principal in connection with any principal transactions. Pursuant to the Terms Agreement, the Company will have the right, but not the obligation, from time to time at its sole discretion, for as long as the Sales Agreement remains effective, to direct B. Riley Securities on any trading day to act on a principal basis and purchase up to the maximum of the lesser of a) 50% of the prior daily trading volume, or b) approximately $0.2 million per day as long as the closing price on the day prior exceeds $1, and approximately up to $0.9 million per week, and up to $40 million per twelve-month period, subject to any applicable limitations pursuant to the rules and regulations of Nasdaq (the aggregate amount so purchased by B. Riley Securities under the Terms Agreement, the 49 “Commitment”), which Commitment will be included within the aggregate offering price of up to $100 million of common stock sold pursuant to the ATM Agreements; provided, however, that only one principal sale may be requested per day unless otherwise agreed to by B. Riley Securities. As of June 30, 2025, no common stock had been sold pursuant to the ATM equity offering program and the program was inactive. 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 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 million of convertible notes. On August 6, 2024, we issued and sold a $40.2 million of convertible note to Carbon Direct Capital pursuant to the Convertible Note Purchase Agreement (the “Convertible Note”). The gross proceeds from the initial closing was approximately $40 million, before deducting estimated offering expenses. 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. See Note 7 - Convertible Note in our unaudited consolidated financial statements for further information. On October 2, 2022, the Company entered into the Simple Agreement for Future Equity with Brookfield (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 million (the “Initial Purchase Amount”). 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, approximately $60.0 million, representing the $50 million Initial Purchase Amount under the Brookfield SAFE plus accrued interest at a rate of 8% per annum, compounded annually from October 2, 2022 to and including February 14, 2025. The Brookfield Loan accrues interest at a rate of 8% per annum, compounded annually, from February 14, 2025. The initial principal payment of $12.5 million 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 million of aggregate equity funding required for qualifying projects presented to Brookfield in accordance with the Framework Agreement, $5 million of the Remaining Amount will be deemed to be repaid. 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. On July 10, 2025, LanzaTech 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 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 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. 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 Series A Preferred Stock Agreement that could require redemption of the shares upon the occurrence of a deemed 50 liquidation event, such as a change of control, which is not solely within the Company’s control. 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. As of June 30, 2025, the PIPE Warrant is classified as a current liability and is subject to remeasurement at fair value at each balance sheet date. The fair value of the PIPE Warrant was $28.4 million at June 30, 2025. Changes in fair value of the PIPE Warrant were recognized in other income, net within the consolidated statements of operations and comprehensive loss. In the normal course of our business, we also enter into purchase commitments or other transactions in which we make representations and warranties that relate to the performance of our goods and services. We do not expect material losses related to these transactions. Going Concern We have recurring net losses and anticipate continuing to incur losses. We had cash and cash equivalents of $37.4 million, short-term held-to-maturity debt securities of $0.0 million and an accumulated deficit of $(1,021.3) million as of June 30, 2025, along with cash outflows from operations of $(42.8) million and net loss of $(51.7) million for the six months ended June 30, 2025. We have historically funded our operations through the Business Combination, issuances of equity securities, debt financing, as well as from revenue generating activities with commercial and governmental entities. In light of the Company’s 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 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 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, plus accrued and unpaid interest thereon, was converted into 34,054,337 shares of common stock 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 (such time, the “Issuance Time”), if and only if the Issuance Time occurs on or prior to May 7, 2026, the PIPE Warrant to purchase an aggregate of 51 780,000,000 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 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 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, concurrently with the consummation of such Financing, on a cashless, net-exercise basis (the time immediately following such automatic exercise, the “Expiration Time”). The 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 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 an Other Financing. The Company can provide no assurance that it will be able to secure any such Financing in a timely manner, on favorable terms or at all. See “ Item 1A.-Risk Factors—There can be no assurance that a Financing will be successfully consummated or achieve the anticipated results. ” We are actively pursuing the above actions. However, because receipt of the 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 our ability to continue as a going concern. The unaudited consolidated financial statements for the quarter ended June 30, 2025 included in this Quarterly Report 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. Cash Flows The following table provides a summary of our cash flows for the six months ended June 30, 2025 and 2024: Six Months Ended June 30, (in thousands) 2025 2024 Net cash used in operating activities $ (42,815) $ (42,942) Net cash provided by investing activities 11,529 29,502 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 Flows Used in Operating Activities Net cash used in operating activities increased $0.1 million, or 0.3%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was primarily attributable to the larger adjustments to the net loss related to non-cash losses on financial instruments and equity method investment during the six months ended June 30, 2025 compared to the prior year period. Cash Flows Provided by Investing Activities Net cash provided by investing activities was $11.5 million for the six months ended June 30, 2025, compared to $29.5 million of net cash provided by investing activities for the six months ended June 30, 2024. The change was primarily driven by the net cash inflows of $12.4 million from more debt securities maturing during the six months ended June 30, 2025. 52 Cash Flows from Financing Activities Net cash from financing activities was $25.6 million for the six months ended June 30, 2025, compared to net cash provided by financing activities of $0.2 million for the six months ended June 30, 2024. The change was driven by issuance of $40.0 million of Series A Preferred Stock with a corresponding $12.5 million partial repayment of the Brookfield Loan. 53 Critical Accounting Estimates Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements that have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. We consider an accounting estimate to be critical to the consolidated financial statements if the estimate is complex in nature or requires a high degree of judgment and actual results may differ from these estimates with any such differences being potentially material. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. There have been no significant changes in our critical accounting estimates during the three and six months ended June 30, 2025, from those disclosed in the Company’s 2024 Annual Report, except for the measurement of the Brookfield Loan liability and Series A Convertible Senior Preferred Stock and PIPE Warrant. Brookfield Loan The Brookfield Loan is a legal form debt and the Company has elected to apply FVO with the Brookfield Loan classified as a mark-to-market liability. 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. The discounted cash flow model is based on our best estimate of amounts and timing of future cash flows related to the Brookfield Loan. Our estimates require judgmental assumptions about (i) the percentage of qualifying projects presented to and funded by Brookfield within the term of the Brookfield Loan, (ii) the weight on each scenarios related to certain business and strategic plans, and (iii) the discount rate. The sensitivity of the fair value calculation to these method, assumptions, and estimates included could create materially different results under different conditions or using different assumptions. Series A Convertible Senior Preferred Stock – Mezzanine Equity On May 7, 2025, the Company issued Series A Convertible Senior Preferred Stock pursuant to the PIPE Purchase Agreement. Due to contractual provisions that could require redemption upon the occurrence of certain events—such as a deemed liquidation event (e.g., change of control)—that are not solely within the Company’s control, management determined that classification as mezzanine equity (temporary equity) outside of permanent equity was appropriate. This classification is in accordance with applicable SEC guidance and ASC 480. The determination of classification requires significant judgment in evaluating the contractual terms of the instrument, including the likelihood and timing of potential redemption events. Management’s assessment involves consideration of all relevant facts and circumstances at issuance and on an ongoing basis. These judgments directly affect the Company’s presentation of equity and liquidity metrics and could materially impact future results if redemption becomes probable or if the instrument is subsequently reclassified. PIPE Warrant – Fair Value Measurement The PIPE Warrant is classified as a current liability and is subject to remeasurement at fair value at each reporting period, with changes in fair value recognized in other income (expense), net in the condensed consolidated statements of operations and comprehensive loss. The valuation of the PIPE Warrant involves the use of significant unobservable inputs and management judgment. As of June 30, 2025, the fair value was determined based on the Company’s common stock price, adjusted for the probability of warrant issuance and exercisability, as well as applicable discounts reflecting liquidity, dilution, and other financing-related risks. Because these assumptions are highly sensitive to changes in market conditions, the fair value of the PIPE Warrant may fluctuate materially from period to period. 54 Non-GAAP Financial Measures To supplement our financial statements presented in accordance with GAAP and to provide investors with additional information regarding our financial results, we have presented Adjusted EBITDA, a non-GAAP financial measure. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies. We define Adjusted EBITDA as our net loss, excluding the impact of depreciation, interest income, net, stock-based compensation expense, change in fair value of warrant liabilities, loss on the Brookfield SAFE extinguishment, change in fair value of the Brookfield SAFE and the Brookfield Loan liabilities (net of interest accretion reversal), change in fair value of the FPA Put Option liability and Fixed Maturity Consideration, change in fair value of the Convertible Note, change in fair value of the PIPE Warrant, change in fair value of the Brookfield Loan and loss from equity method investees, net. We monitor and have presented in this Quarterly Report Adjusted EBITDA because it is a key measure used by our management and the Board to understand and evaluate our operating performance, to establish budgets, and to develop operational goals for managing our business. We believe Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of certain expenses that we include in net loss. Accordingly, we believe Adjusted EBITDA provides useful information to investors, analysts, and others in understanding and evaluating our operating results and enhancing the overall understanding of our past performance and future prospects. Adjusted EBITDA is not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net loss, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. For example, Adjusted EBITDA: (i) excludes stock-based compensation expense because it is a significant non-cash expense that is not directly related to our operating performance; (ii) excludes depreciation expense and, although this is a non-cash expense, the assets being depreciated and amortized may have to be replaced in the future; (iii) excludes gain or losses on equity method investee; and (iv) excludes certain income or expense items that do not provide a comparable measure of our business performance. In addition, the expenses and other items that we exclude in our calculations of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from Adjusted EBITDA when they report their operating results. In addition, other companies may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. The following table reconciles Adjusted EBITDA to net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP: 55 Reconciliation of Net Loss to Adjusted EBITDA Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2025 2024 2025 2024 Net Loss $ (32,499) $ (27,799) $ (51,728) $ (53,307) Depreciation 1,054 1,458 1,835 2,988 Interest income, net (192) (513) (630) (1,661) Stock-based compensation expense and change in fair value of Brookfield SAFE and warrant liabilities (1) 2,024 (3,344) 1,372 (14,091) Loss on Brookfield SAFE extinguishment — — 6,216 — Change in fair value of the FPA Put Option and Fixed Maturity Consideration liabilities (net of interest accretion reversal) — 10,727 — 23,770 Change in fair value of Convertible Note (7,837) — (42,980) — Change in fair value of PIPE Warrant 3,400 — 3,400 — Change in fair value of Brookfield Loan 1,019 — 12,445 — Loss from equity method investees, net 3,335 1,719 9,867 2,400 Adjusted EBITDA $ (29,696) $ (17,752) $ (60,203) $ (39,901) __________________ (1) Stock-based compensation expense represents expense related to equity compensation plans. 56 Item 3. Quantitative and Qualitative Disclosures About Market Risk Not Applicable.