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Item 1. Business

2026-03-31 compared with 2025-04-15 · 173 added, 208 removed, 205 unchanged (65% of the section changed)

Founded in 2005 in New Zealand and now headquartered in Skokie, Illinois, we are a carbon management company transforming waste carbon into sustainable fuels, fabrics, packaging, and nutrition.

Our goal is to advance a circular economy where carbon is reused rather than wasted, reducing reliance on virgin fossil resources and supporting supply chain resilience.

Gas fermentation, a core part of our offering, enhances waste carbon value while minimizing environmental impact by using existing industrial land and recycled water.

Our biological process, akin to brewing, uses microbes to convert waste carbon into ethanol and derivatives.

Unlike conventional catalytic methods, our system adapts to variable feedstock compositions, making it highly flexible and efficient.

Our scalable technology enables industrial, municipal, and agricultural emitters to monetize their carbon dioxide (“CO 2 ”) emissions and produce sustainable products.

Using our process technology, our partners launched the world’s first commercial carbon refining plant in China in 2018, followed by additional facilities in China, India, and Belgium.

With a global project pipeline, our platform converts diverse waste feedstocks into sustainable fuels and chemicals, meeting the rising demand for environmentally conscious products.

Low carbon ethanol is now being produced using our technology at commercial scale at six locations globally, with production of over 75 million gallons of fuel grade ethanol, resulting in the mitigation of over 500,000 tons of CO 2 and keeping the equivalent of an estimated 35 million gallons of oil in the ground since May 2018.

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

Ethanol-derived products include sustainable aviation fuel (“SAF”), sustainable diesel, ethylene, polyethylene, polythylene terephthalate (“PET”), surfactants, and glycols.

Sustainable diesel blends seamlessly with conventional fuels, cutting emissions and improving air quality.

Founded in 2005 in New Zealand and now headquartered in Skokie, Illinois, LanzaTech is a leading provider of carbon management and advanced conversion technologies, focused on transforming waste materials into high-value fuels, chemicals, and critical inputs for industry.

Our mission is to drive energy resilience, industrial competitiveness, and supply chain security by leveraging robust, scalable biotechnology solutions to maximize the value of domestic resources.

Gas fermentation is the centerpiece of our offering.

Our proprietary process utilizes abundant, locally-sourced waste streams using existing infrastructure, turning off-gases into valuable commodities, while supporting the strategic objective of maximizing the productivity of industrial assets.

The process is conducted on existing industrial land, making efficient use of available space and water resources, and driving productivity from legacy and new assets alike.

Our adaptive biological system, similar to traditional brewing, uses specialized microbes to convert feedstock gases into ethanol and derivatives.

This process, proven to handle highly variable feedstock compositions, delivers operational flexibility and reliability.

Unlike traditional catalytic processes, our fermentation platform ensures continuous, robust output in line with modern industrial requirements.

Our scalable carbon capture and utilization (“CCU”) technology empowers industrial, municipal, and agricultural partners around the world to transform emissions into marketable products, while supporting American jobs at our U.S.

headquarters and Georgia biorefining facility and the export of advanced U.S.

technologies.

LanzaTech’s partners launched the world’s first commercial carbon refining plant in 2018, followed by additional sites in China, India, and Belgium, showcasing our technology’s export potential and U.S.

leadership in the field.

Our global pipeline further positions the United States as a supplier of advanced technology and fuels, addressing the demand for reliable, homegrown, and exportable energy and chemical products.

To date, our technology has been deployed at six commercial plants, producing over 139 million gallons of fuel-grade ethanol.

The protein-rich byproducts from these operations are utilized locally as industrial protein and animal feed, further strengthening domestic agricultural supply chains.

Today, LanzaTech technology is used by customers to produce CarbonSmart ethanol, which can be used directly or further converted into ethanol-derived products such as drop-in sustainable aviation fuel (“SAF”), diesel, ethylene, polyethylene, polythylene terephthalate (“PET”), surfactants, and glycols.

Ethylene supports polyethylene production for films and packaging, while ethylene glycol aids surfactant production for detergents.

Ethanol can also be converted to monoethylene glycol (“MEG”), a key PET precursor for packaging and textiles.

In 2020, we launched LanzaJet TM , a SAF company, in collaboration with our investor partners.

As of December 31, 2024, we hold a 36.33% ownership stake in the business.

In January 2024, LanzaJet opened the world’s first ethanol-to-SAF facility in Soperton, Georgia, with production expected in 2025.

In 2020, we launched and spun-off LanzaJet TM , a SAF company, in collaboration with our investor partners.

As of December 31, 2025, we held 53.16% of LanzaJet's outstanding common stock.

On February 11, 2026, the Company's ownership interest was reduced to approximately 45.6% on a fully diluted basis as a result of the LanzaJet Series A Transaction.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments” for additional information regarding the LanzaJet Series A Transaction.

The LanzaJet Alcohol-to-Jet (“ATJ”) process, developed with the Pacific Northwest National Lab and the U.S.

Department of Energy, first converted ethanol produced from steel mill emissions into SAF for Virgin Atlantic (2018) and All Nippon Airways (2019) flights.

In June 2024, we extended our collaboration and launched a joint offering with LanzaJet called CirculAir™ which provides an end-to-end commercial solution utilizing LanzaTech’s Gas Fermentation platform in conjunction with LanzaJet’s ATJ platform to produce SAF and renewable diesel from a wide range of waste feedstocks, including industrial off gases, carbon dioxide and hydrogen, as well as gasified solids, such as municipal solid waste and residues from agriculture and forestry.

In June 2024, we extended our collaboration with LanzaJet and launched a joint offering with them called CirculAir™ which provides an end-to-end commercial solution utilizing LanzaTech’s Gas Fermentation platform in conjunction with LanzaJet’s ATJ platform to produce SAF and renewable diesel from a wide range of waste feedstocks, including industrial off gases, carbon dioxide and hydrogen, as well as gasified solids, such as municipal solid waste and residues from agriculture and forestry.

We drive revenue through licensing and co-development.

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Market Opportunity

Greenhouse gas (“GHG”) emissions are widespread globally, with Asia as the largest emitter.

China alone accounts for over 30% of global fossil fuel CO 2 emissions.

emits about six billion metric tons annually, while Europe emits nearly five billion.

Human activities drive climate change, prompting urgent action.

The 2016 Paris Agreement set a goal to limit global temperature rise to 2°C, requiring significant investments.

The EU’s Green Deal aims for carbon neutrality by 2050, while the U.S.

has allocated substantial funding for clean energy through the Infrastructure Investment and Jobs Act and the Inflation Reduction Act.

Governments, companies, and investors are setting emissions reduction targets.

The RE100 initiative, led by The Climate Group in partnership with CDP, is comprised of over 400 companies pledging 100% renewable electricity by 2050.

Many airlines, including U.S.

carriers, are aiming to cut emissions by 50% by 2050, with major U.S.

carriers targeting net-zero emissions and having pledged to make two billion gallons of SAF by 2030.

Carbon capture and transformation (“CCT”) and sequestration (“CCS”) are key to reducing emissions.

CCT transforms captured carbon into products, while CCS stores it underground, helping industries meet climate goals.

We believe LanzaTech can provide a profitable pathway to abating emissions by generating revenue from products made from recycled carbon instead of sequestering the carbon underground via sequestration technology.

We recycle carbon to produce ethanol for potential SAF production, as well as MEG and PET, with 2023 market values of $24.8 billion for MEG and $41 billion for PET packaging.

Our portfolio includes existing recycled carbon and soon-to-be-commercialized CarbonSmart products, which we believe will expand into more chemical markets as additional facilities begin operations.

The CarbonSmart concept envisions transforming carbon waste into everyday products, with approximately two tons of CO 2 removed per ton of CarbonSmart product produced.

In today’s policy environment, CCU technologies are positioned at the intersection of industrial growth, energy expansion, and domestic job creation.

As federal priorities emphasize American energy leadership, infrastructure development, and manufacturing competitiveness, we believe that CCU solutions offer operators in oil and gas, refining, petrochemicals, and heavy industry a pathway to unlock additional value from existing assets.

At the same time, governments around the world are advancing platforms that prioritize energy security and industrial resilience, increasing demand for technologies that strengthen resource efficiency and reinforce strategic supply chains.

Supportive tax incentives and pro-development regulatory frameworks in key markets further enhance the commercial case for large-scale deployment, creating a compelling global market opportunity for CCU companies to scale alongside core industries.

Key Competitive Advantages

We believe the following combination of capabilities and strengths distinguishes us from our potential competitors.

Proven, Differentiated, Adaptable Proprietary Technology Platform.

Proven, Differentiated, Adaptable Proprietary Platform.

We are a leader in gas fermentation with a scalable, cost-effective carbon recycling technology.

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High-value chemical intermediates enable the production of materials like acrylics, plastics, and synthetic rubber, supporting a circular carbon economy by repurposing carbon instead of emitting it.

Low Carbon, Enabling Technology .

Value Enabling Technology .

Our technology integrates across the supply chain, allowing industrial emitters to monetize waste carbon.

Industrial emitters can implement LanzaTech’s carbon capture solution onto their existing facility and derive revenue from used carbon.

As an example, the first commercial facility in China to utilize our technology platform has sold over 65.9 million gallons of ethanol into the market, displacing fossil gasoline for road transport use, and avoiding the equivalent of over 240,000 tons of CO 2 emissions at source.

Industrial emitters can implement LanzaTech’s solution onto their existing facility and derive revenue from used carbon.

As an example, the first commercial facility in China to utilize our technology platform has sold over 63 million gallons of ethanol into the market.

Platform Validated Through Partnerships with Industry Leaders .

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Collaborations with Sekisui (Japan) and others showcase our ability to convert diverse waste streams into valuable products.

With over 100,000 hours of pilot and demonstration-scale operations, our partnerships with companies like Mitsui, ArcelorMittal, BASF, and IndianOil reinforce our market leadership.

With over 100,000 hours of pilot and demonstration-scale operations, our partnerships with companies such as Mitsui, ArcelorMittal, BASF, and IndianOil reinforce our market leadership.

Strong Intellectual Property Position .

As of December 31, 2024, we owned or had licensed rights to 1,193 granted patents and 515 pending patent applications across 130 patent families in the United States, Europe, Asia

and additional jurisdictions, in addition to our trade secrets.

Our intellectual property portfolio contains patent families covering the full spectrum of gas fermentation (from feedstock processing to product recovery), protecting our innovations and market position.

Our robust intellectual property portfolio spans 118 diverse patent families across the United States, Europe, Asia and additional jurisdictions, complemented by our valuable trade secrets relating to proprietary processes, know-how, data, and technical expertise that are not publicly disclosed.

LanzaTech owns over 800 granted patents and pending patent applications.

Our comprehensive IP protection covers the full spectrum of gas fermentation technology, from feedstock processing to product recovery, effectively safeguarding our innovations and market leadership position.

Through both owned and licensed rights, we maintain broad patent coverage that reinforces our competitive advantage in the gas fermentation space.

Our Technology Platform

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Our platform utilizes feedstocks containing CO₂, H₂, and CO, including industrial emissions, gasified municipal and agricultural waste, and reformed biogas.

Proven at multiple scales, including four commercial facilities in China, our technology enables partners to use engineered biocatalysts to produce ethanol and nutritional protein products.

The process begins by receiving off-gas or waste gas streams comprising gases that contain various mixtures of CO, CO 2 and H 2 , such as from steelmaking emissions or gasified waste.

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LanzaTech’s Biocatalyst

Clostridium autoethanogenum is an Acetogen, a chemolithoautotrophic microorganism that uses certain gases for both carbon and energy.

Acetogens naturally produce acetate, and a select subset of Acetogens, including C.

autoethanogenum , natively synthesize ethanol.

Acetogens are ubiquitous in anaerobic environments, such as soil,

animal and human guts, sediments, the deep sea, and hot springs.

For biotechnological applications, acetogenic clostridia are among the fastest growing acetogens and have been used industrially for more than 100 years.

Our technology leverages gas-consuming biocatalysts and the highly efficient Wood-Ljungdahl Pathway (“WLP”) for carbon fixation.

This pathway enables our biocatalyst to convert CO 2 and CO into valuable products using H2 and CO as energy sources.

The WLP’s energy efficiency and flexibility allow the LanzaTech process to utilize diverse waste gas streams for sustainable, large-scale product manufacturing.

Our technology leverages gas-consuming biocatalysts.

LanzaTech has experience with a range of chemolithoautotrophic microbes.

Our core process is based on Clostridium autoethanogenum, an anaerobic Acetogen.

Acetogens leverage the Wood-Ljungdahl Pathway (“WLP”) for carbon fixation, the most energy efficient CO2 fixation pathway known.

This pathway enables our biocatalyst to convert CO2 and CO into valuable products using H2 or CO as energy sources.

Acetogens are widespread in nature where they play a key role in the global carbon cycle, fixing carbon into acetate.

A select subset of Acetogens can natively synthesize other products that make them useful for biotechnological applications.

Acetogenic clostridia including C.

autoethanogenum are particularly relevant due to their ability to produce ethanol, fast growth and robustness, with clostridia species being used industrially for more than 100 years.

Our technology leverages highly evolved strains of C.

autoethanogenum, optimized for maximum yield and flexibility, which allows our LanzaTech process to utilize diverse waste gas streams for sustainable, large-scale product manufacturing.

Feedstock Diversity for Resilience

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LanzaTech’s gas fermentation process is uniquely tolerant to variable waste gas compositions, enabling diverse feedstocks and products.

Its proprietary gas treatment system removes multiple classes of fermentation inhibitors from various feedstocks, including gasified biomass and industrial off-gases, reducing costs and increasing flexibility for sustainable production.

Our proprietary gas treatment system removes multiple classes of fermentation inhibitors from various feedstocks, including gasified biomass and industrial off-gases, reducing costs and increasing flexibility for sustainable production.

Biorefining Feedstock

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Industrial Emissions

Steel, ferroalloy, or refinery off-gases are point-sourced.

Steel, ferroalloy, or refinery off-gases are point-sourced and often rich in CO.

CO 2 -rich off-gases, which are produced by the cement and sugar ethanol industries, can also be used to feed gas fermentation alongside a hydrogen source.

Energy-intensive manufacturing processes, such as steel production, inevitably result in gaseous emissions, which cannot be stored and which are emitted by the steel maker.

As an environmental liability rich in CO, these emissions are an ideal feedstock for our process.

We have been working with these readily available, abundant gases since 2008.

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Oil and gas companies also have extensive experience producing and handling liquid fuels, gas processing, engineering, and chemical catalysis.

LanzaTech Technology deployed with Shougang Steel in China.

Solid Wastes and Reformed Landfill Gas

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Biomass, including agricultural and forestry residues, can be gasified into syngas, a blend of CO and H 2 .

This feedstock is ideal for our process and offers the potential for renewable energy production, benefiting from renewable policy incentives.

This feedstock is ideal for our process and offers the potential for renewable energy production, benefiting

from renewable policy incentives.

These projects can be deployed in smaller, modular systems, making them adaptable to different scales.

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This approach not only aids in carbon reduction but also improves the surrounding communities’ environmental health.

By leveraging these waste streams, we aim to drive the production of CarbonSmart materials, offering a circular solution to waste management and carbon emissions, while supporting the transition to a more sustainable, low-carbon future.

By leveraging these waste streams, we aim to drive the production of CarbonSmart materials, offering a circular solution to waste management and carbon emissions.

Future Proofing Feedstock Capability

CO₂ from biorefineries, industrial emissions, and Direct Air Capture (“DAC”) technologies, when combined with H₂, achieves over 90% carbon conversion efficiency.

H₂ can be produced from renewable power (green) or steam methane reforming with carbon capture (blue), resulting in products with a significantly lower carbon footprint compared to petroleum refining.

As H₂ content increases in the feedstock, more carbon is captured

in the ethanol product.

We believe CO₂ has the potential to disrupt fuel and chemical supply chains by replacing conventional fossil resources.

CO₂ from biorefineries such as corn ethanol facilities, industrial facilities, and via Direct Air Capture (“DAC”) technologies, when combined with H₂, achieves over 90% carbon conversion efficiency.

H₂ can be produced from renewable power (green) or steam methane reforming with carbon capture (blue).

As H₂ content increases in the feedstock, more carbon is captured in the ethanol product.

We believe CO₂ technologies will be additive to existing fuel and chemical supply chains.

We believe that our technology platform is well-positioned to benefit from decreasing renewable electricity prices and increasing capacity.

In 2024, LanzaTech was awarded a contract with Jakson Green to provide 4G ethanol technology to NTPC Limited, India’s largest power utility, using LanzaTech’s platform and bioreactor to convert CO₂ and green H₂ into ethanol.

Integrating bio-based industrial CO 2 and eventually DAC technologies with LanzaTech’s gas fermentation platform creates an opportunity for renewable fuel production from low-cost CO 2 feedstock.

We believe that this project offers global replicability.

Integrating bio-based industrial CO 2 and eventually DAC technologies with LanzaTech’s gas fermentation platform creates an opportunity for fuel production from low-cost CO 2 feedstock.

Integrating with LanzaJet’s Alcohol to Jet (“ATJ-SPK”) process can produce SAF from each of ethanol derived from CO 2 and H 2 produced by water electrolysis.

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The system can remain in place at mills, utilizing hydrogen and carbon from on-site sources, such as electric arc furnaces, or shift to gasifying waste carbon resources like solid waste or biomass, or even use direct air capture.

We believe that our early investments in GHG emission reduction technology position us to lead carbon recycling in other hard-to-abate sectors.

We believe that our early investments in CCU technology positions us to lead carbon valorization in other hard-to-abate sectors.

Technology Platform Development

LanzaTech has made significant strides over the past 20 years in developing and scaling its gas fermentation technology, and we are now seeing its widespread commercial deployment.

Our technology has evolved from a small-scale, lab-based system to large-scale industrial plants capable of processing vast amounts of waste gases and transforming them into valuable products.

Our technology has evolved from a small-

scale, lab-based system to large-scale industrial plants capable of processing vast amounts of waste gases and transforming them into valuable products.

Key Milestones in Commercial Deployment:

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• 139 Million Gallons of Ethanol:

These six commercial plants have collectively produced over 75 million gallons of fuel-grade ethanol, contributing to the reduction of 380,000 tons of CO 2 emissions, since May 2018.

These six commercial plants have collectively produced over 139 million gallons of fuel-grade ethanol.

• Global Expansion:

A 1/10th commercial-scale facility in Japan is operational, utilizing gasified unsorted municipal solid waste (“MSW”) as a feedstock.

These facilities, completed in 2022, are key in showcasing the versatility and scalability of our technology.

A 1/10th commercial-scale facility in Japan achieved guaranteed performance utilizing gasified unsorted municipal solid waste (“MSW”) as a feedstock.

The plant achieved its guaranteed performance, sustaining specific ethanol yields above guaranteed values for over 14 consecutive days after

reaching steady state in 2025.

Notably, the ethanol yield was maintained above guaranteed performance despite operating on particularly challenging gas mixtures.

• Pipeline of Future Projects:

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These plants will utilize a diverse mix of feedstocks, including industrial off-gases, gasified solids, CO 2 , and H 2 .

Some plants will also focus on producing SAF using our ATJ process.

Some plants will also focus on producing SAF using the LanzaJet ATJ process.

Applications of Our Technology Platform

LanzaTech's technology platform is designed to enable businesses worldwide to transform carbon from waste resources into valuable products, promoting a CarbonSmart circular economy.

This innovative approach allows companies to recycle carbon into new products, reducing the reliance on virgin fossil resources.

We empower both resource providers and end users to become more carbon-efficient by locking carbon into products instead of releasing it into the atmosphere.

LanzaTech’s core platform is designed to give customers a competitive global advantage, in energy, chemicals, materials, and agriculture.

• Ethanol Products :

Our technology produces ethanol, which serves as a chemical building block for various consumer goods, including:

• Sustainable fuels, such as SAF, which is essential in the global transition to greener energy.

• Household cleaners:

Ethanol derived from our carbon transformation process can be used in cleaning products, reducing the environmental impact associated with conventional cleaning products.

• Packaging materials:

Ethanol can be a key ingredient in producing sustainable packaging materials for products like cosmetics, contributing to the reduction of plastic waste.

• Fibers for clothing:

We are also involved in the supply chain for the production of fibers for the fashion industry, helping to make the textile industry more sustainable.

• Fragrances:

Ethanol from our process can serve as a sustainable input for fragrances and perfumes, contributing to the reduction of petrochemical dependence in the fragrance industry.

Our technology produces ethanol, which serves as a chemical building block for various consumer goods, including transportation fuels, household cleaners, packaging materials, fibers for clothing, and fragrances.

• Protein Products :

Another significant area where we are making an impact is the production of protein products, which are used as:

• Animal feed:

The protein-rich byproducts of our fermentation process can be utilized as animal feed, helping to create a more sustainable supply chain for the livestock industry.

Our protein co-products also serve as a valuable input in fish feed, promoting more sustainable practices in aquaculture.

• Fertilizers:

Additionally, these protein-rich byproducts can be used in the production of fertilizers, closing the loop in the agricultural sector.

While the ethanol used in these initial CarbonSmart products originates from our partner’s commercial facilities in China, our long-term vision is to expand this production to facilities worldwide.

This would allow us to reach a larger global market, offering sustainable products and contributing to the decarbonization of multiple

As we continue to scale our technology, we expect the adoption of CarbonSmart products to grow and play a crucial role in reducing carbon emissions across the supply chain, enabling industries to embrace more sustainable practices.

Sustainable Aviation Fuel Products

Ethanol produced by us can be blended into road transport fuels or can be converted through the LanzaJet ATJ process to an ethanol-based ATJ-SPK and to sustainable diesel, both of which can be blended with their fossil equivalents.

LanzaJet ATJ-SPK from our ethanol can demonstrate up to 85% GHG reduction compared to fossil alternatives depending on circumstances, including feedstock, geography and methodology.

Another significant area where we are making an impact is the production of protein products, which are used as animal feed, fish feed, and fertilizers.

Aviation and Ground Transportation Fuel Products

Ethanol produced using LanzaTech technology can be blended into road transport fuels or can be converted through the LanzaJet ATJ process to an ethanol-based ATJ-SPK and to diesel, both of which can be blended with their fossil equivalents.

ATJ-SPK is qualified for use at up to a 50% blend level with conventional jet fuel for all commercial flights.

This process demonstrates a high potential yield of approximately 90% for sustainable aviation fuel, positioning it as a commercially attractive pathway for renewable jet fuel production.

This process demonstrates a high potential yield of approximately 90% for sustainable aviation fuel, positioning it as a commercially attractive pathway for SAF.

We compete in industries characterized by rapidly advancing technologies and a complex intellectual property landscape.

We face competition from many different sources, including companies that enjoy competitive advantages over us, such as greater financial, research and development, manufacturing, personnel and marketing resources, greater brand recognition, and more experience and expertise.

We face competition from many different sources, including companies that enjoy competitive advantages

over us, such as greater financial, research and development, manufacturing, personnel and marketing resources, greater brand recognition, and more experience and expertise.

While we do not view any company as a direct competitor across all aspects of our business, there are some companies with alignment in feedstock usage, products, synthetic biology, process design or commercial scale.

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

Intellectual Property Overview and Risks

Intellectual Property Overview

LanzaTech’s intellectual property portfolio spans 118 diverse patent families across the United States, Europe, Asia and additional jurisdictions, complemented by our valuable trade secrets.

LanzaTech owns over 800 granted patents and pending patent applications.

Most of our intellectual property assets were developed and are owned solely by us, a few have been developed via collaboration, some of which are jointly owned with third parties, and a small number have been acquired or licensed from third parties.

We expect that we will continue to make additional patent application filings and that we will continue to pursue opportunities to acquire and license additional intellectual property assets, technologies, platforms or products as developments arise or are identified.

We cannot be certain that any of the patent filings or other intellectual property rights that we have pursued or obtained will provide the protection we seek.

Our future commercial success depends, in part, on our ability to obtain and maintain patent and other proprietary protection for commercially important technology, inventions and know-how related to our business;

defend and enforce our patents and other intellectual property;

preserve the confidentiality of our trade secrets;

and operate without infringing, misappropriating or violating the valid and enforceable patents and other intellectual property rights of third parties.

Our ability to stop third parties from making, using, selling, offering to sell or importing our products may depend on the extent to which we have rights under valid and enforceable patents, trade secrets or other intellectual property rights that cover these activities.

With respect to both our owned and licensed intellectual property, we cannot be sure that patents will issue with respect to any of the owned or licensed pending patent applications or with respect to any patent applications that we, our co-

owners or our licensors may file in the future, nor can we be sure that any of our owned or licensed patents or any patents that may be issued in the future to us or our licensors will be commercially useful in protecting any products that we ultimately attempt to commercialize, or any method of making or using such products.

Under the “march-in” provisions of the Bayh-Dole Act, the government may have the right under limited circumstances to require us to grant exclusive, partially exclusive or non-exclusive rights to third parties under any intellectual property discovered through government-funded programs.

March-in rights can be triggered if the government determines that we have failed to work sufficiently towards achieving practical application of a technology or if action is necessary to alleviate health or safety needs, to meet requirements for public use specified by federal regulations or to give preference to U.S.

Specifically, certain of our granted and pending patents that cover recombinant and other microorganisms, cell-free protein synthesis platforms, protein expression vectors, fermentative production pathways, and microbial and ethanol conversion pathways may be subject to march-in-rights.

These patents account for less than one percent of our granted and pending patents.

For the fiscal year ended December 31, 2024, our largest contracting entity accounted for 25% of our revenue.

For the fiscal year ended December 31, 2023, our largest contracting entity accounted for 38% of our revenue.

For the fiscal year ended December 31, 2025, our largest contracting entity accounted for 37% of our revenue, as compared to 25% for the fiscal year ended December 31, 2024.

Our customer mix can change rapidly, and we may see changes in customer concentrations in the future.

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LanzaJet Agreements

LanzaJet Amended and Restated Investment Agreement

On April 1, 2021, we entered into an amended and restated investment agreement with LanzaJet, Mitsui, Suncor, British Airways and Shell.

We refer to this agreement as the “LanzaJet Investment Agreement.” The LanzaJet Investment Agreement was entered into in order to facilitate the production of SAF by designing, constructing and operating a demonstration facility located at the LanzaTech Freedom Pines Biorefinery in Soperton, Georgia (the “LanzaJet Freedom Pines Demonstration Facility”), and to determine the feasibility of developing additional potential facilities for commercial scale production of fuel.

Under the LanzaJet Investment Agreement, we received shares of common stock of LanzaJet (“LanzaJet shares”), in exchange for a license to our rights and obligations under the Battelle License Agreement (entered into with Battelle in September 2018 and amended in April 2020), refer to further discussions below under “— License Agreement with LanzaJet”).

Pursuant to the LanzaJet Investment Agreement, Mitsui, Shell, British Airways and Suncor each contributed an initial cash investment in exchange for shares of common stock of LanzaJet.

Each of Mitsui, Shell, British Airways and Suncor agreed to make an additional cash investment following the achievement of certain development milestones relating to the demonstration facility, which payments we refer to as second tranche investments.

If made, the second tranche investments would fund the development and operation of commercial facilities by Mitsui, Shell, British Airways and Suncor, respectively.

These commercial facilities would sublicense the relevant fuel production technology from LanzaJet.

Upon the closing of each of the first three of these second tranche investments and no later than the sublicensing of the relevant facility, LanzaJet is required to issue additional LanzaJet shares to us.

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 per the Investment Agreement which increased our ownership.

As of December 31, 2024, we hold approximately 36.33% of the outstanding shares of LanzaJet.

Upon the issuance of additional shares to us in connection with the closing of each of the remaining potential tranches of investment, we could hold up to approximately 46% and 53% of the outstanding shares of LanzaJet, respectively.

Unless and until the third tranche of investments is made and assuming none of the employee equity incentive pool is issued as shares, LanzaJet undertakes an initial public

offering or a sale of LanzaJet occurs under certain circumstances, we would remain a minority shareholder of LanzaJet.

The LanzaJet Investment Agreement may be terminated by the mutual consent of the parties at any time or automatically as to the second tranche obligations of any party if LanzaJet has not called for such party to make a second tranche cash investment by December 31, 2025.

Each party to the LanzaJet Investment Agreement agreed 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.

LanzaJet Investment Agreement

On April 1, 2021, we entered into an amended and restated investment agreement with LanzaJet, British Airways PLC (“British Airways”), Mitsui & Co., Ltd.

(“Mitsui”), Shell Ventures LLC (“Shell”) and Suncor Energy Inc.

On October 16, 2025, the same parties entered into a Second Amended and Restated Investment Agreement (the “Second A&R LanzaJet Investment Agreement”), which amended and restated the provisions of that agreement.

We refer to the April 1, 2021 investment agreement, as amended by the Second A&R LanzaJet Investment Agreement, as the “LanzaJet Investment Agreement”.

The LanzaJet Investment Agreement was entered into in order to facilitate the production of SAF by designing, constructing and operating a demonstration facility located at the LanzaTech Freedom Pines Biorefinery in Soperton, Georgia (the “LanzaJet Freedom Pines Demonstration Facility”), and to determine the feasibility of developing additional potential facilities for commercial scale production of fuel.

Under the LanzaJet Investment Agreement, we received shares of common stock of LanzaJet and LanzaJet agreed to issue to the Company up to an aggregate of 45,000,000 additional shares of LanzaJet common stock for no

additional consideration in three tranches of 15,000,000 shares in exchange for a license to our rights and obligations under the Battelle License Agreement as well as other intellectual property owned by us relating to the conversion of ethanol to fuel (refer to further discussions below under “— License Agreement with LanzaJet”).

On June 18, 2024, LanzaJet issued to LanzaTech a tranche of 15,000,000 shares related to the sublicensing of the Company’s technology.

The amendments to the LanzaJet Investment Agreement effected through the “Second A&R LanzaJet Investment Agreement” provided that LanzaJet would issue to the Company a second tranche of 15,000,000 shares of LanzaJet common stock promptly following the execution of the Second A&R LanzaJet Investment Agreement and a third tranche of 15,000,000 of LanzaJet common stock no later than December 31, 2025, subject to achieving a certain development milestone.

On December 16, 2025, LanzaTech received the second and final tranche of LanzaJet common stock, bringing the Company’s ownership percentage and non-controlling interest in LanzaJet to 53.16% as of December 31, 2025.

On February 11, 2026, the Company's ownership interest was reduced to approximately 45.6% on a fully diluted basis as a result of the LanzaJet Series A Transaction.

See "Recent Developments” below for additional information regarding the LanzaJet Series A Transaction.

LanzaJet Stockholders’ Agreement

In connection with the LanzaJet Investment Agreement, on April 1, 2021, we entered into an amended and restated stockholders’ agreement with the LanzaJet, British Airways, Mitsui, Shell, and Suncor.

On October 16, 2025, such parties entered into a Second Amended and Restated Stockholders’ Agreement, which made conforming changes to reflect the Second A&R LanzaJet Investment Agreement and effected other changes agreed to by the parties.

On February 11, 2026, the Company and certain other stockholders of LanzaJet entered into a Third Amended and Restated Stockholders’ Agreement (the “Third A&R LanzaJet Stockholders’ Agreement”), which is the current governing stockholders’ agreement with respect to LanzaJet (the “LanzaJet Stockholders’ Agreement”).

See “Recent Developments” below for additional information regarding the LanzaJet Series A Transaction.

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 is composed of seven directors, including one director designated by the Company so long as the Company (together with its applicable affiliates) continues to beneficially own at least 5% of LanzaJet’s fully diluted common shares (as provided under the LanzaJet Stockholders’ Agreement).

The LanzaJet Stockholders’ Agreement also provides that the chairperson of the LanzaJet board will be the Company’s designee and includes updated provisions relating to transfer restrictions, rights of first refusal, drag-along rights, information rights, indemnification rights and preemptive rights applicable to the stockholders of LanzaJet, including the Company.

The parties to the LanzaJet Stockholders’ Agreement may not transfer their LanzaJet shares until June 30, 2026, except for permitted transfers to affiliates or with the prior consent of all of the disinterested directors of the LanzaJet board of directors.

LanzaJet has a right of first refusal with regard to all transfers of LanzaJet shares to third parties and if LanzaJet declines to exercise this right, then other major investors that are parties to the agreement are entitled to a pro rata right of first refusal.

We and such other parties will also have a pro rata right of first offer with regard to new LanzaJet shares issued or rights to acquire new shares.

The parties each hold a put option to require LanzaJet to purchase all of the shares of LanzaJet common stock held by such party 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 securities.

License Agreement with LanzaJet

In May 2020, in connection with the LanzaJet Investment Agreement, we entered into the LanzaJet License Agreement.

Under the LanzaJet License Agreement, we granted to LanzaJet a perpetual, worldwide, non-transferrable, irrevocable, royalty-free, sublicensable, exclusive license to all of our intellectual property rights under the Battelle License Agreement (refers to the agreement entered into with Battelle in September 2018, and further amended in 2020, under which Battelle granted to us an exclusive sublicensable commercial license to certain patents related to the conversion of ethanol to fuels), as well as other intellectual property owned by us relating to the conversion of ethanol to fuels.

The Company and LanzaJet entered into an Intellectual Property and Technology License Agreement, dated May 28, 2020 (as amended on October 16, 2025, the “LanzaJet License Agreement”).

Under the LanzaJet License Agreement, we granted to LanzaJet a perpetual, worldwide, non-transferrable, irrevocable, royalty-free, sublicensable, exclusive license to all of our intellectual property rights under the License Agreement (as amended from time to time, the “Battelle License Agreement”) with Battelle Memorial Institute (“Battelle”) as well as other intellectual property owned by us relating to the conversion of ethanol to fuel.

We entered into the Battelle License Agreement with Battelle in September 2018, under which Battelle granted to us an exclusive sublicensable commercial license to certain patents related to the conversion of ethanol to fuels.

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

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

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

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LanzaJet may terminate the LanzaJet License Agreement immediately upon notice to us if a material portion of the licensed subject matter is determined by a court to be invalid.

We may terminate the agreement upon 30 days’ written notice if LanzaJet materially breaches the agreement and fails to cure after receiving notice of the breach.

If certain commercial facility development milestones are not met by December 31, 2025, under the LanzaJet Investment Agreement, we may terminate the LanzaJet License Agreement and after such termination, the agreement will survive solely with respect to the LanzaJet Freedom Pines Demonstration Facility.

If the agreement is terminated for any other reason, LanzaJet’s license will cease immediately but any sublicenses granted by LanzaJet prior to termination of the agreement will survive, subject to their terms.

We may terminate the agreement upon 30 days’ written notice if LanzaJet materially breaches the agreement and fails to cure such breach pursuant to the terms of the LanzaJet License Agreement after receiving notice of the breach.

If the agreement is terminated, LanzaJet’s license will cease immediately but any sublicenses granted by LanzaJet prior to termination of the agreement will survive, subject to their terms.

We and LanzaJet agreed to indemnify the other against certain third-party claims.

LanzaJet Amended and Restated Stockholders’ Agreement

In connection with the LanzaJet Investment Agreement, on April 1, 2021, we 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 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, we and the other LanzaJet shareholders entered into the LanzaJet Note Purchase Agreement, pursuant to which FPF, a wholly owned subsidiary of LanzaJet, will issue, from time to time, notes in an aggregate principal amount of up to $147.0 million (the “LanzaJet Notes”), comprised of approximately $113.5 million aggregate principal amount of 6.00% Senior Secured Notes due December 31, 2043 and $33.5 million aggregate principal amount of 6.00% Subordinated Secured Notes due December 31, 2043.

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

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

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Under the LanzaJet Note Purchase Agreement, FPF has agreed to indemnify the noteholders for certain liabilities.

See “Recent Developments” below for additional information regarding the LanzaJet Note Purchase Agreement.

Mitsui Alliance Agreement

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Under the Mitsui Alliance Agreement, Mitsui must use commercially reasonable efforts to promote our gasification, waste-to-ethanol and CarbonSmart technology and establish commercial facilities using this technology in Japan.

Japan, subject to exceptions for certain of our existing commercial partnerships that allow us to recommend Brookfield as a provider of investment services in specified circumstances, including the Brookfield Framework Agreement.

In exchange, we agreed to exclusively promote and designate Mitsui as our preferred provider of investment and off-take services worldwide, as well as our preferred provider of engineering, procurement and construction services in Japan, subject to exceptions for certain of our existing commercial partnerships that allow us to recommend Brookfield as a provider of investment services in specified circumstances, including the Brookfield Framework Agreement.

We and Mitsui agreed to share prospective customer information and to structure package offerings of our combined services through either a joint venture or royalty payment structure.

Under the Mitsui Alliance Agreement, we may not recommend any alternative provider of the aforementioned services without the advance written consent of Mitsui.

In addition, we agreed to provide Mitsui with the right to first offer its services to any customer who requires or requests these services.

In addition, we agreed to provide Mitsui with the right to first

offer its services to any customer who requires or requests these services.

We must obtain written consent from Mitsui before soliciting customers or marketing or recommending our waste-to-ethanol technology in Japan.

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

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

Because our shares were issued before an initial public offering of the Shougang Joint Venture, our shares may not be transferred within one year from the date on which the Shougang Joint Venture’s shares are publicly listed.

The Shougang Joint Venture has an indefinite duration.

At the general meeting of shareholders of the Shougang Joint Venture, shareholders have the authority to determine the Shougang Joint Venture’s business plan, elect and replace directors, increase or decrease the registered capital of the Shougang Joint Venture, amend the Shougang Joint Venture, dissolve the Shougang Joint Venture, and approve certain transactions, among other functions.

As a holder of more than 3% of the shares of the Shougang Joint Venture, we have the right to submit proposals to the Shougang Joint Venture at general meetings.

Except as otherwise provided, and in accordance with accounting provisions of the Shougang Joint Venture, when a distribution of Shougang Joint Venture profits is approved, the Shougang Joint Venture’s after-tax profits are distributed in proportion to the shares held by shareholders.

In the event of a liquidation, the Shougang Joint Venture’s property must be distributed in proportion to the shares held by shareholders after liquidation expenses, wages of employees, statutory compensation, owed tax and Shougang Joint Venture debts are paid.

If we object to a resolution on merger and division of the Shougang Joint Venture, we can request the Shougang Joint Venture acquire our shares.

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

The Shougang Joint Venture is a company limited by shares that survives in perpetuity.

Under the Articles of Association, shares issued before any public offering may not be transferred within one year from the date on which the Shougang Joint Venture’s shares are listed and traded on a stock exchange.

Shougang Joint Venture License Agreement

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

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

The license we granted to the Shougang Joint Venture is a non-transferable (except with our written consent), exclusive, sublicensable commercial license under the licensed subject matter, to utilize gas fermentation technology to produce ethanol and by-products at commercial facilities in China.

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

On December 21, 2022, we entered into an Intellectual Property Rights License Agreement with the Shougang Joint Venture (as subsequently amended, the “Shougang Joint Venture License Agreement”).

The licenses we granted to the Shougang Joint Venture are (a) a non-transferable (except with our written consent), exclusive, sublicensable commercial license under the licensed subject matter to produce ethanol using feedstock that is a direct by-product of the manufacture of steel, iron or a ferro-alloy at commercial facilities in the People’s Republic of China, and (b) a non-transferable, non-exclusive, sublicensable commercial license under the licensed subject matter, to produce ethanol using other feedstock sources at commercial facilities in China.

The Shougang Joint Venture may sublicense its rights to third-party contractors acting on its behalf, and may grant commercial sublicenses in the People’s Republic of China, in each case subject to certain conditions.

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

For the year ended December 31, 2024, we did not recognize any royalty revenue from the Shougang Joint Venture.

In 2023, the Company recognized $1.2 million one-time revenue pursuant to the Royalty Payment Plan with the Shougang Joint Venture and corresponding to the fixed licensing consideration calculated as a percentage of the maximum amount of royalties owed to SGLT from its sublicenses.

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

This right will automatically terminate upon the submission of an application by the Shougang Joint Venture for an initial public offering on a securities exchange in China.

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

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

We have not recognized royalty revenue from the Shougang Joint Venture since the second quarter of 2024.

The Shougang Joint Venture License Agreement, as amended, provides that all developed technology that results from the exercise of the licenses granted, is based upon or incorporates the licensed subject matter, or is used in the design, construction, debugging, operation or maintenance of the fermentation block, shall be jointly owned by the Shougang Joint Venture and our subsidiary, LanzaTech NZ, Inc.

Each party has the right to license and assign its ownership interests to third parties without need for consent from or accounting to the other parties.

Patent application rights beyond gas fermentation (such as gas pretreatment, product extraction, product dehydration, wastewater treatment) belong solely to the Shougang Joint Venture.

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

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If the Shougang Joint Venture has not entered negotiations or signed an agreement with a third party for commencement of a project within a certain period of time, we will be free to engage with such third party ourselves.

Upon submission of an application by the Shougang Joint Venture for an initial public offering on a securities exchange in China, if we enter liquidation and as a result the Shougang Joint Venture License Agreement is terminated, the Shougang Joint Venture will be granted an option to call for an assignment of patents that are licensed pursuant to the agreement at that time, provided we first receive a written irrevocable, non-exclusive sublicense for the surviving term of such patents.

If the Shougang Joint Venture’s application for an initial public offering is revoked or otherwise terminated, this call option will automatically become void.

If the Shougang Joint Venture’s right to the licensed subject matter is prohibited or restricted by operation of United States export controls, the Shougang Joint Venture has the right to continue to use the licensed subject matter as provided in the agreement.

In such event, so long as the Shougang Joint Venture’s continued use of the licensed subject matter complies with the agreement, we agreed not to initiate patent infringement claims against the Shougang Joint Venture.

The Shougang Joint Venture License Agreement will continue until the earlier of (a) the date the final licensed intellectual property right expires or terminates, (b) the date the last commercial facility is permanently decommissioned and (c) termination of the agreement.

The agreement will terminate automatically in the event that the Shougang Joint Venture dissolves or is liquidated, institutes or actively participates in any action, suit or proceeding to invalidate or limit the scope of the licensed subject matter, or breaches certain provisions of the agreement.

We may terminate the Shougang Joint Venture License Agreement upon default by the Shougang Joint Venture if the Shougang Joint Venture does not remedy the default within 60 days.

We agreed to indemnify the Shougang Joint Venture, its affiliates and their current and former representatives from claims resulting from our material breach of the representations and warranties of the Shougang Joint Venture License Agreement.

We have the first right to enforce and defend against infringement of the intellectual property licensed under the Shougang Joint Venture License Agreement and to recover any monetary compensation awarded in any litigation proceedings.

If we fail to do so, the Shougang Joint Venture may enforce and defend the licensed intellectual property against infringement.

Agreements with Brookfield

Brookfield Framework Agreement

On October 2, 2022, we entered into a framework agreement with BGTF LT Aggregator LP, an affiliate of Brookfield Asset Management Inc.

(“Brookfield” and such agreement, the “Brookfield Framework Agreement”).

Under the Brookfield Framework Agreement, we agreed to exclusively offer Brookfield the opportunity to acquire

or invest in certain projects to construct commercial production facilities employing CCT technology in the U.S., the European Union, the United Kingdom, Canada or Mexico for which we are solely or jointly responsible for obtaining or providing equity financing, subject to certain exceptions.

We agreed to present Brookfield with projects that over the term of the agreement require equity funding of at least $500 million in the aggregate.

With respect to projects acquired by Brookfield, we are entitled to a percentage of free cash flow generated by such projects determined in accordance with a hurdle-based return waterfall.

On October 2, 2022, we entered into a framework agreement with Brookfield (as amended by Amendment No.

1 to the Brookfield Framework Agreement, dated July 10, 2025, the “Brookfield Framework Agreement”) for an initial term ending December 3, 2028.

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 million 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.

Additionally, we agreed to recommend Brookfield to customers that, in our reasonable judgment, are likely to need third-party funding to develop, construct and own projects subject to the Brookfield Framework Agreement.

Brookfield’s exclusivity will terminate upon the earliest of (a) the aggregate equity funding by Brookfield in projects acquired by Brookfield of at least $500 million, along with Brookfield’s written notice that it will no longer maintain access to at least $500 million to fund new projects, (b) Brookfield’s rejection of a specified number of projects that otherwise meet certain criteria over a specified time period, and (c) October 2, 2027, which is the date the Brookfield Framework Agreement is set to terminate.

There have been no investments in projects to date.

Brookfield SAFE

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Under the Brookfield SAFE, we agreed to issue to Brookfield the right to certain shares of Legacy LanzaTech’s capital stock, in exchange for the payment of $50 million (“the Initial Purchase Amount”).

Following the completion of the Business Combination, Brookfield could, at any time at its option, convert all or a portion of the remaining Initial Purchase Amount into shares of common stock at a price per share of $10.00.

The Initial Purchase Amount would be reduced by increments of $5 million and interest forgiven in respect of such portion for each $50 million of aggregate equity funding required for qualifying projects presented to Brookfield in accordance with the Brookfield Framework Agreement.

On February 14, 2025, the Company and Brookfield terminated the Brookfield SAFE and concurrently entered into a Loan Agreement.

See Note 19 - Subsequent Events in the Company’s consolidated financial statements.

Brookfield Cooperation Letter Agreement

On October 2, 2022, in connection with our entry into the Brookfield Framework Agreement, we entered into a letter agreement with Suncor and Brookfield (the “Brookfield Cooperation Letter Agreement”).

Under the Brookfield Cooperation Letter Agreement, we agreed to simultaneously notify Suncor upon the submission of any notice to Brookfield that a project is construction-ready under the Brookfield Framework Agreement for any equity investment opportunity in Canada or Colorado.

For any of such investment opportunities Brookfield pursues, Brookfield has agreed under the Brookfield Cooperation Letter Agreement to grant Suncor the right to invest up to a certain percentage that lies between 15 – 25% of the required equity capital on economic terms at least as favorable as those granted to Brookfield and any other third-party investors.

Under the Brookfield Cooperation Letter Agreement, Suncor agreed to notify Brookfield of any projects using our technology that Suncor establishes which require equity capital from a third-party.

Suncor has also agreed to consider any investment proposal presented to it by Brookfield pursuant to such notification prior to the execution of agreements with other third parties.

On February 14, 2025, LanzaTech and Brookfield entered into a Loan Agreement (the “Original Brookfield Loan Agreement”), and concurrently terminated the Brookfield SAFE.

Brookfield Loan

On February 14, 2025, the Company and Brookfield terminated the Brookfield SAFE and all rights and obligations, and concurrently entered into the Original Brookfield Loan Agreement.

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 above, remains in full effect.

Under the Original Brookfield Loan Agreement, Brookfield was deemed to have loaned to LanzaTech, and LanzaTech was deemed to have borrowed from Brookfield $60.0 million, representing the $50.0 million 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 initial principal payment of $12.5 million to Brookfield was due on or prior to February 21, 2025 and has been paid.

For each $50.0 million of aggregate equity funding required for qualifying projects presented to Brookfield in accordance with the Framework Agreement, $5.0 million of the remaining outstanding principal amount would be deemed to be repaid.

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, the maturity date of the Brookfield Loan is extended from October 3, 2027 to December 3, 2029.

See Note 6 — Brookfield Instruments in the Company’s consolidated financial statements.

Government Regulation

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GHG emissions are subject to environmental laws and regulations in the various jurisdictions in which we and our customers have operations.

In the normal course of business, we and our customers and partners may be involved in legal proceedings under the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, and similar environmental laws.

In the normal course of business, we and our customers and partners may be involved in

legal proceedings under the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, and similar environmental laws.

Some of our and our customers’ operations are within jurisdictions that have or are developing regulatory regimes governing emissions of GHGs, including CO 2 .

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

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

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

While carbon reduction legislation will support the business case for implementing carbon capture technology, we cannot predict the manner or extent to which such legislation may affect our customers and partners and ultimately help or harm our business.

While carbon reduction legislation may support the business case for implementing carbon capture technology, we cannot predict the manner or extent to which such legislation may affect our customers and partners and ultimately help or harm our business.

Our business could be affected in the future by additional international, national, and regional regulation, pricing of GHG emissions or other climate change legislation, regulation, or agreements.

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Human Capital

As of December 31, 2024, we had 384 employees, including 383 full-time equivalent employees, working for LanzaTech in the United States, China, India, the United Kingdom, the European Union and New Zealand.

During 2025, we implemented a workforce reduction at our Skokie, Illinois location.

As of December 31, 2025, we had 192 employees working for LanzaTech in the United States, China, India, the United Kingdom and the European Union.

We have no collective bargaining agreements with our employees.

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

Carbon Direct Capital is the holder of the Company’s outstanding $40.2 million Convertible Note, excluding payment-in-kind interest from the issue date, which upon conversion, would entitle it to receive shares of common stock representing approximately 14.6% of our common stock based on the total number of shares of common stock of the Company outstanding on April 10, 2025 (see Part II, “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources and Uses of Capital” herein).

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

There is no guarantee that the Take-Private Proposal will be accepted by the Strategic Committee or the Board, that definitive documentation relating to any such transaction will be executed, or that a transaction will be consummated in accordance with that documentation, if at all.

January 2026 Financing and Related Transactions

On January 21, 2026, the Company completed a private placement of its common stock to certain existing and new institutional investors pursuant to subscription agreements, issuing 4,000,000 shares (“Subscribed Shares”) at $5.00 per share for gross proceeds of $20.0 million, and 510,968 bonus shares to such investors in consideration for funding their purchase price no later than January 21, 2026 (the “January 2026 Financing”).

The securities were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.

These transactions do not affect the Company’s financial position or results for the periods presented.

On January 21, 2026, the Company filed a Second Amended and Restated Certificate of Designation for its Series A Convertible Senior Preferred Stock, which, upon the closing of the January 2026 Financing, resulted in the automatic conversion of all outstanding shares of Series A Convertible Senior Preferred Stock (the “Preferred Stock”) into 3,250,322 shares of common stock (the “Preferred Stock Conversion”) and eliminated the Preferred Stock’s mandatory redemption provisions.

The Preferred Stock Conversion occurred after year‑end and does not affect previously reported results.

Concurrently with the January 2026 Financing and pursuant to the Series A Convertible Senior Preferred Stock Purchase Agreement, dated May 7, 2025 and as amended on June 2, 2025 and September 22, 2025 (as amended, the “Preferred Stock Purchase Agreement”), by and between the Company and LanzaTech Global SPV, LLC, an entity controlled by an existing investor (the “Preferred Stockholder”), the Company issued to the Preferred Stockholder a warrant (the “PIPE Warrant”) to purchase 7,800,000 shares of common stock at an exercise price equal to $0.0000001 per share (subject to adjustments in certain events) (“PIPE Warrant Shares”).

The PIPE Warrant is exercisable at any time prior to 5:00 p.m.

New York City time on December 31, 2026 (the “Expiration Time”), and, if unexercised, will be automatically exercised on a cashless (net‑share) basis immediately prior to the Expiration Time.

In connection with the foregoing, the Company and the Preferred Stockholder entered into a waiver under which the Preferred Stockholder waived the original deadline for filing a resale registration statement for the PIPE Warrant Shares and the Company agreed to file such resale registration statement within 60 business days following issuance of the PIPE Warrant Shares to the Preferred Stockholder.

LanzaJet Transaction

On February 11, 2026, LanzaTech, Inc., a wholly owned subsidiary of the Company, entered into a Series A Preferred Stock Purchase and Exchange Agreement (the “LanzaJet Series A Stock Purchase Agreement”) with LanzaJet and certain investors (the “Series A Investors”).

The Series A Stock Purchase Agreement provides for (i) the issuance and sale by LanzaJet of its Series A Preferred Stock, (ii) the exchange by certain holders of LanzaJet common stock and warrants for newly created Class C common stock and corresponding warrants on a 1:1 basis, and (iii) the exchange or conversion of certain LanzaJet convertible securities into newly created preferred stock of LanzaJet (collectively, the “Series A Transaction”).

The Series A Transaction may occur in one or more closings, including an initial closing that occurred effective February 11, 2026 (the “Initial Closing”).

At the Initial Closing, the Company purchased 455,522 shares of Series A Preferred Stock for an aggregate purchase price of $2.0 million and exchanged 60,316,250 shares of LanzaJet common stock for 60,316,250 shares of newly issued Class C Common Stock.

In connection with the Series A Transaction, LanzaJet filed a Fifth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to authorize the Series A Preferred Stock and Class C Common Stock and to establish the rights and preferences of these securities.

LanzaJet, the Company and certain other stockholders also entered into a Third Amended and Restated Stockholders’ Agreement, which, among other matters, updates governance, transfer and other provisions and provides the Company with the right to designate one member of the seven‑member LanzaJet board of directors so long as the Company and its affiliates beneficially own at least 5% of LanzaJet’s fully diluted common shares.

As a result of the Series A Transaction, the Company’s ownership interest in LanzaJet decreased from approximately 53.16% as of December 31, 2025 to approximately 45.6% on a fully diluted basis as of February 11, 2026.

The Company continues to account for its investment in LanzaJet under the equity method of accounting.

Second Amendment to Note Purchase Agreement

On February 11, 2026, FPF and the holders of the LanzaJet Notes entered into a Second Amendment to the Note Purchase Agreement (the “Second NPA Amendment”).

Among other changes, the Second NPA Amendment (i) amended the repayment terms of the LanzaJet Notes to defer the commencement of principal payments until the later of the first semi-annual payment date following the six-month anniversary of the commencement of commercial operations and June 30, 2027 and (ii) permits up to $25,000,000 in debt to rank senior in priority to the LanzaJet Notes.

Management evaluated the impact of the above transactions and determined that they represent a non‑recognized subsequent event under ASC 855.

Accordingly, no adjustments have been made to the accompanying consolidated financial statements as of and for the year ended December 31, 2025.

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

What changed 10-K

Item 1. Business