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Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.
−Removed: Summary of Risk Factors
−Removed: An investment in shares of our common stock involves substantial risks and uncertainties that may materially adversely affect our business, financial condition and results of operations and cash flows.
−Removed: Some of the more significant challenges and risks relating to an investment in our Company are summarized below.
−Removed: The following is only a summary of the principal risks that may materially adversely affect our business, financial condition, results of operations and cash flows.
−Removed: The following should be read in conjunction with the more complete discussion of the risk factors we face, which are set forth in Part I, “Item 1A- Risk Factors” in this Annual Report.
−Removed: • There is substantial doubt about our ability to continue as a going concern.
−Removed: • We will require substantial financing to fund our operations, which financing may result in restrictions on our operations or substantial dilution to our stockholders, and which might not be available on acceptable terms, if at all.
−Removed: • There is no assurance that the Take-Private Proposal will result in a definitive transaction.
−Removed: • We have incurred losses and anticipate continuing to incur losses, and have not yet generated material revenues.
−Removed: • If we fail to maintain compliance with the continued listing requirements of Nasdaq, our common stock could be delisted, negatively impacting its price, liquidity, and our ability to access the capital markets.
−Removed: • The success of our partners’ plant operations is significantly dependent upon the strong execution and operation of each project by the respective industry partner as we rely, and expect to continue to rely, heavily on industry partners to effect our growth strategy and to execute our business plan, and our failure to successfully maintain and manage these relationships and enter into new relationships could prevent us from achieving or sustaining profitability.
−Removed: • Fluctuations in the prices of waste-based feedstocks used to manufacture the products produced using our process technologies, the price of fossil feedstocks relative to the price of our waste-based feedstocks, and the availability of the waste-based feedstocks may affect our or our industry partners’ cost structure, gross margin and ability to compete.
−Removed: • We compete in an industry characterized by rapidly advancing technologies, intense competition and a complex intellectual property landscape, and our failure to successfully compete with other companies in our industry may have a material adverse effect on our business, financial condition and results of operations and market share.
−Removed: • Even if we successfully develop process technologies that produce products meeting our industry partners’ specifications, the adoption of such process technologies by our industry partners may be delayed or reduced, or our costs may increase.
−Removed: • Failure of LanzaJet to complete its initial facility or failure of third parties to adopt the LanzaJet process in their commercial facilities for the production of SAF may severely impact our business, financial condition, results of operations and prospects.
−Removed: • Governmental programs designed to incentivize the production and consumption of low-carbon fuels and carbon capture and utilization, may be implemented in a way that does not include products produced using our novel technology platform and process technologies or could be repealed, curtailed or otherwise changed, which would have a material adverse effect on our business, results of operations and financial condition.
−Removed: • We may be unable to scale fast enough to reach profitability levels sufficient to generate a return on investment.
−Removed: • Waste-based and other feedstock may be used in alternative processes, restricting the addressable market for LanzaTech.
−Removed: • If we experience a significant disruption in our information technology systems, including security breaches, or if we fail to implement new systems and software successfully, our business operations and financial condition could be adversely affected.
−Removed: • Political and economic uncertainty, including tariffs and changes in policies of the Chinese government or in relations between China and the United States, may impact our revenue and materially and adversely affect our business, financial condition, and results of operations.
−Removed: • Our ability or the ability of our partners to operate in China may be impaired by changes in Chinese laws and regulations, including those relating to taxation, environmental regulation, restrictions on foreign investment, and other matters, which can change quickly with little advance notice.
−Removed: • Our operations and financial results may be impacted if the Chinese government determines that the contractual arrangements constituting part of the Shougang Joint Venture VIE structure do not comply with Chinese regulations, or if these regulations change or are interpreted differently in the future.
−Removed: • We and our partners may be subject to regulatory actions by the Chinese government targeting concerns related to data security and monopolistic behavior.
−Removed: • Changes in China’s economic, political or social conditions or legal system or government policies could have a material adverse effect on our business and operations.
−Removed: • We may be subject to risks that the Chinese government may intervene or influence our operations at any time.
−Removed: • We and our industry partners are subject to extensive international, national and regional laws and regulations, and any changes in laws or regulations, or failure to comply with these laws and regulations, could have a material adverse effect on our business.
−Removed: • Market prices for more sustainable, waste-based products that our process technologies enable are subject to volatility and there is a limited referenceable market for such products.
−Removed: • Our patent rights and trade secrets protections may not provide commercially meaningful protection against competition, and we may not be able to operate our business without infringing the proprietary rights of third parties.
Risks Related to Our Business and Industry
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The Company has recurring net losses and anticipates continuing to incur losses.
−Removed: As of December 31, 2024, we had cash and cash equivalents of $43.5 million, short-term held-to-maturity debt investments of $12.4 million and accumulated deficit of $(969.6) million, along with cash outflows from operations of $(89.1) million and net loss of $(137.7) million for the year ended December 31, 2024.
+Added: As of December 31, 2025, we had cash and cash equivalents of $13.2 million, and accumulated deficit of $(1,018.6) million, along with cash outflows from operations of $(64.9) million and net loss of $(49.0) million for the year ended December 31, 2025.
Based on our liquidity position as of December 31, 2025 and our current forecast of operating results and cash flows, we anticipate that we will not have sufficient resources to fund our cash obligations for the next 12 months following the issuance of our consolidated financial statements for the year ended December 31, 2025.
−Removed: Management has concluded, and the report of our auditors included in this Annual Report reflects, that our ability to continue as a going concern is dependent on our ability to execute our business plan, raise significant amounts of additional capital and/or implement other strategic options.
+Added: Management has concluded that our ability to continue as a going concern is dependent on our ability to execute our business plan, raise significant amounts of additional capital and/or implement other strategic options.
The Company is actively pursuing the above actions.
−Removed: However, because certain of the actions described above are subject to market and other conditions not within the Company’s control, management has concluded that these plans do not alleviate substantial doubt about the Company ability to continue as a going concern.
+Added: However, because certain of the actions described above are subject to market and other conditions not within the Company’s control, management has concluded that these plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.
If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our financial statements, and it is likely that investors will lose all or part of their investment.
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In addition, if there remains substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms, or at all.
−Removed: Perceived uncertainties related to our ability to continue as a going concern and speculation regarding the status of the various strategic options that the Company is considering, including the Take-Private Proposal, could impact our ability to retain, attract, or strengthen our relationships with key personnel and other employees, and could impact our ability to retain, attract or strengthen our relationships with current and potential partners, which may cause them to terminate, or not renew or enter into, arrangements or projects with us.
−Removed: We will require substantial financing to fund our operations which financing may result in restrictions on our operations or substantial dilution to our stockholders, and which might not be available on acceptable terms, if at all.
+Added: Perceived uncertainties related to our ability to continue as a going concern and speculation regarding the status of the various strategic options that the Company is considering, could impact our ability to retain, attract, or strengthen our relationships with key personnel and other employees, and could impact our ability to retain, attract or strengthen our relationships with current and potential partners, which may cause them to terminate, or not renew or enter into, arrangements or projects with us.
+Added: We will require substantial financing to fund our operations which may result in restrictions on our operations or substantial dilution to our stockholders, and which might not be available on acceptable terms, if at all.
Our operations have consumed substantial amounts of cash since inception.
−Removed: 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.
+Added: We have historically funded our operations through the Business Combination, issuances of equity securities, and debt financing, as well as from revenue generating activities with commercial and governmental entities.
We cannot be certain when or if our operations will generate sufficient cash to fully fund our ongoing operations or the growth of our business.
Management has concluded that there is substantial doubt about our ability to continue as a going concern, and therefore, we are currently evaluating options to enhance our liquidity position with financing.
−Removed: Securing financing could require a substantial amount of time and attention from our management and may divert a disproportionate amount of its attention away from our business activities, which may adversely affect our ability to conduct our day-to-day operations and execute on our business initiatives.
+Added: Securing financing in sufficient amounts will require substantial time and attention from our management, which may adversely affect our ability to conduct our day-to-day operations and execute on our business initiatives.
+Added: We may incur additional significant legal, accounting and advisory fees and other expenses, some of which may be incurred regardless of whether we successfully enter into any financing.
+Added: Any such expenses will decrease the remaining cash available for use in our business.
+Added: Additionally, securing financing will be dependent on a number of factors that
+Added: may be beyond our control, including, among other things, market conditions and the interest of third-party investors.
In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all.
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The incurrence of indebtedness would result in increased fixed payment obligations and could also result in certain restrictive covenants, such as limitations on our ability to incur additional debt or secure such debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business.
−Removed: If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we will have to reduce our operating or investing expenditures, which will cause a delay or reduction in our technology development and commercialization programs, and substantially impair our ability to generate revenues, meet our liquidity needs and continue operations.
+Added: If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we will have to reduce our operating or investing expenditures, which will cause a delay or reduction in our technology development and commercialization programs, and substantially impair our ability to generate revenues, meet our liquidity needs and continue operations, and holders of our common stock could lose all or a significant portion of their investment.
See “—There is substantial doubt about our ability to continue as a going concern” above.
−Removed: There is no assurance that the non-binding proposal from Carbon Direct Capital to take the Company private will result in a definitive transaction.
−Removed: We received a non-binding proposal on April 3, 2025, from Carbon Direct Capital offering to acquire all of the outstanding shares of our common stock for $0.02 per share (the “Take-Private Proposal”).
−Removed: The Strategic Committee is currently reviewing, evaluating and negotiating the Take-Private Proposal in consultation with the Company’s financial advisor and legal counsel.
−Removed: There is no guarantee that any proposal made by Carbon Direct Capital regarding a proposed transaction will be accepted by the Strategic Committee, 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.
−Removed: If we do not enter into the Take-Private Proposal, or if its terms are changed, it may impact our ability to execute on other strategic options, which would likely have an adverse effect on the market price of shares of our common stock.
−Removed: Additionally, the work required to support the exploration of a possible take-private transaction has diverted and is likely to continue to divert management’s time and attention, which may impact the day-to-day business of the Company and our results of operations.
We have incurred losses and anticipate continuing to incur losses.
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If we are not able to attract, integrate and retain the necessary personnel to accomplish our business objectives and continue to compensate such individuals competitively, we may experience staffing constraints that will adversely affect our ability to support our internal research and development programs.
−Removed: In particular, our production process development, process engineering, research and development, and plant operations programs are dependent on our ability to attract, integrate and retain highly skilled scientific, technical
−Removed: and operational personnel.
+Added: In particular, our production process development, process engineering, research and development, and plant
+Added: operations programs are dependent on our ability to attract, integrate and retain highly skilled scientific, technical and operational personnel.
Competition for such personnel from numerous companies and academic and other research institutions may limit our ability to do so on acceptable terms, or at all.
−Removed: As we continue to expand our international operations, these personnel-related risks will increase and we will face additional geography-specific challenges, such as challenges hiring, training, and relocating employees to specific regions or countries and differing tax and regulatory regimes.
+Added: As we continue to expand our operations, these personnel-related risks will increase and we will face additional geography-specific challenges, such as challenges hiring, training, and relocating employees to specific regions or countries and differing tax and regulatory regimes.
We and our industry partners have a limited operating history utilizing our technology with different feedstocks, which may make it difficult to evaluate our future viability and predict our future performance.
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We are thus subject to many of the risks common to companies in their early stage of development, including under-capitalization, cash shortages, limitations with respect to personnel, financial, and other resources and lack of revenues.
+Added: We may not be successful in scaling our cohort-based commercialization model, which remains central to our long-term strategy.
+Added: During 2025, we continued implementing strategic actions designed to streamline commercialization across our operational structure, enhance capital efficiency, and accelerate deployment of its platform technology.
+Added: These actions reflect a continued shift away from one-off projects and toward greater execution consistency, capital discipline, and long-term revenue generation.
+Added: Under this cohort-based operating model, commercial projects are grouped into cohorts based on their stage of maturity, financing readiness, and offtake progress.
+Added: Under this model, each cohort progresses through defined development stages—from early-stage services and engineering support to equipment deployment, licensing, and ultimately recurring revenue from product sales and potential carbon credits.
+Added: This model is intended to:
+Added: • Systematically de-risk execution by applying learnings from prior deployments;
+Added: • Align resources and capital allocation around milestone-based progression;
+Added: • Build revenue visibility as projects advance toward operations.
+Added: A portion of anticipated near-term revenue remains linked to projects supported directly or indirectly by U.S.
+Added: government programs, including those administered by the Department of Energy (“DOE”).
+Added: Timing of certain project milestones is dependent on government funding processes and related approvals.
+Added: Any delays in government funding, including those arising from administrative delays or federal budget disruptions, could result in the postponement of grant awards or cooperative agreements and financing bottlenecks for cost-share projects reliant on DOE commitments.
+Added: Such delays could defer expected revenue recognition from project services, equipment sales, or offtake-linked products, particularly for projects in earlier cohorts where DOE involvement plays a key role.
+Added: While we continue to actively manage funding risk by pursuing diversified project funding sources, engaging private capital partners, and sequencing project cohorts to align with available capital, these efforts may not be successful, and prolonged government funding delays could negatively impact the timing of certain revenue streams and increase working capital pressure in the near term.
+Added: Scaling the cohort-based commercialization model remains central to our long-term strategy.
+Added: Execution will depend on continued access to capital, disciplined project selection, and effective coordination across technical, regulatory, and financing workstreams.
The success of our partners’ plant operations is significantly dependent upon the strong execution and operation of each project by the respective industry partner as we rely, and expect to continue to rely, heavily on industry partners to effect our growth strategy and to execute our business plan.
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These industry partners may breach or terminate their agreements with us or otherwise fail to conduct their partnering activities successfully and in a timely manner.
−Removed: Further, our industry partners may not develop commercially viable products in connection with our partnering
−Removed: arrangements or devote sufficient resources to the development, manufacture, marketing and sale of products produced using our process technologies.
+Added: Further, our industry partners may not develop commercially viable products in connection with our partnering arrangements or devote sufficient resources to the development, manufacture, marketing and sale of products produced using our process technologies.
Moreover, disagreements with an industry partner could develop, and any such conflict could reduce our ability to enter into future partnering agreements and negatively impact our relationships with one or more existing industry partners.
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We or our partners may also choose to refurbish or upgrade facilities based on our assessment that such activity will provide adequate financial returns.
−Removed: However, such activities require time for development and capital expenditures before commencement of commercial operations, and key assumptions underpinning a decision to make such an
−Removed: investment may prove incorrect, including assumptions regarding construction costs and timing, which could harm our business, financial condition, results of operations and cash flows.
+Added: However, such activities require time for development and capital expenditures before commencement of commercial operations, and key assumptions underpinning a decision to make such an investment may prove incorrect, including assumptions regarding construction costs and timing, which could harm our business, financial condition, results of operations and cash flows.
The construction of new manufacturing facilities entails a number of risks and assumptions, including the ability to begin production within the cost and timeframe estimated and to attract a sufficient number of skilled workers to meet the needs of the new facility.
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Innovation in production processes involves significant expense and carries inherent risks, including difficulties in designing and developing new process technologies, development and production timing delays, lower than anticipated manufacturing yields, and product defects.
−Removed: Disruptions in the production process can also result from errors, defects in materials, delays in obtaining or revising operating permits and licenses, returns of product from our industry partners, interruption in our supply of materials or resources, and disruptions at our or our partners’ facilities due to accidents, maintenance issues, or unsafe working conditions, all of which could affect the timing of production ramps and yields.
+Added: Disruptions in the
+Added: production process can also result from errors, defects in materials, delays in obtaining or revising operating permits and licenses, returns of product from our industry partners, interruption in our supply of materials or resources, and disruptions at our or our partners’ facilities due to accidents, maintenance issues, or unsafe working conditions, all of which could affect the timing of production ramps and yields.
Production issues can lead to increased costs and may affect our and our partners’ ability to meet product demand, which could adversely impact our business and results from operations.
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Accordingly, an audit could result in an adjustment to our revenues and results of operations.
−Removed: Failure of LanzaJet to complete its initial facility or failure of third parties to adopt the LanzaJet process in their commercial facilities for the production of SAF may severely impact our business, financial condition, results of operations and prospects.
−Removed: Pursuant to the LanzaJet Investment Agreement, described in more detail in the section entitled “Business — Key Collaboration Agreements — LanzaJet Agreements — LanzaJet Amended and Restated Investment Agreement,” Mitsui, Suncor Energy Inc.
−Removed: (“Suncor”), British Airways PLC, a subsidiary of International Consolidated Airlines Group (“British Airways”) and Shell Ventures LLC (“Shell”) have committed to invest in LanzaJet a total of up to $120 million in second tranche investments upon the achievement of certain development milestones relating to an initial demonstration facility located at the LanzaTech Freedom Pines Biorefinery in Soperton, Georgia (the “Soperton facility”).
−Removed: Pursuant to the LanzaJet Investment Agreement, $45 million has already been invested in setting up LanzaJet and in constructing the Soperton facility.
−Removed: Our partners have likewise agreed to determine the feasibility of developing additional potential facilities for the commercial scale production of alcohol-to-jet (“ATJ”) fuel.
−Removed: Although LanzaJet is currently working with the partners mentioned above to confirm project locations and solidify the appropriate project structures, and we are developing projects ourselves to construct and operate facilities that would use the LanzaJet process, there is no guarantee that these facilities will be completed or that third parties will adopt the LanzaJet process in their commercial facilities for the production of SAF.
−Removed: The failure of LanzaJet to complete its initial facility or of third parties to adopt the LanzaJet process in their commercial facilities could severely impact our business, financial condition, results of operations and prospects.
−Removed: Furthermore, we currently have approximately a 36.33% voting interest (including in-substance common stock) in LanzaJet and are not able to make decisions on behalf of LanzaJet without support from other shareholders.
−Removed: We will remain a minority shareholder in LanzaJet unless we are issued additional shares pursuant to the LanzaJet Amended and Restated Investment Agreement upon the closing of at least two of the second tranche investments by any of Mitsui, Suncor, British Airways and Shell.
−Removed: The conditions for these second tranche investments include performance requirements at the Soperton facility, regulatory approvals, the negotiation of additional agreements and other conditions which are outside our control.
−Removed: These conditions have not been, and may never be, met.
−Removed: As such, we cannot guarantee when or whether we will become majority shareholders in, or exercise control over, LanzaJet at any time in the future.
+Added: Failure of LanzaJet to successfully complete, commission, scale and operate its initial facility or failure of third parties to adopt the LanzaJet process in their commercial facilities for the production of SAF may severely impact our business, financial condition, results of operations and prospects.
+Added: LanzaJet is currently working with its investors, including the Company, and other counterparties to advance commissioning, ramp-up and sustained commercial operations at the Freedom Pines Biorefinery in Soperton, Georgia (the “Soperton facility”).
+Added: In February 2026, LanzaJet announced the first close of an overall $135 million target equity investment round at a $650 million pre-money enterprise valuation and disclosed that the first close, together with a previously awarded grant from the UK Department for Transport’s Advanced Fuels Fund, provides LanzaJet with $47 million in capital.
+Added: Furthermore, the Company is developing projects to construct and operate facilities that would use the LanzaJet process.
+Added: However, there is no guarantee that the Soperton facility will be completed and operated as planned or that third parties will adopt the LanzaJet process in their commercial facilities for the production of SAF.
+Added: In addition, there is no assurance that LanzaJet will consummate additional closings of its current financing round or otherwise obtain sufficient capital to fund its operations and growth on acceptable terms, that the anticipated benefits of any tolling or similar arrangements will be realized (including continued secured feedstock supply and offtake), or that grants, incentives or other sources of capital will be available when needed.
+Added: The failure of LanzaJet to successfully achieve sustained commercial operations at the Soperton facility, to obtain sufficient capital to fund its business plan, or of third parties to adopt the LanzaJet process in their commercial facilities could severely impact our business, financial condition, results of operations and prospects.
+Added: As of February 11, 2026, we currently have an approximately 45.6% ownership interest on a fully diluted basis in LanzaJet and do not control LanzaJet.
+Added: Although we have the right to nominate one of seven representatives to LanzaJet’s board of directors (subject to continued satisfaction of applicable ownership thresholds), we are not able to make decisions on behalf of LanzaJet without support from other directors and stockholders, and LanzaJet’s interests, strategic priorities and risk tolerance may diverge from ours.
+Added: In addition, future issuances of equity or equity-linked securities by LanzaJet (including additional closings of its current financing round) could further dilute our ownership interest and reduce our influence.
+Added: See “Management’s Discussion and Analysis of Financial
+Added: Condition and Results of Operations—Recent Developments” for additional information regarding LanzaJet’s recent financing and related governance changes.
LanzaJet has an exclusive license to some of our intellectual property related to SAF.
−Removed: In connection with the LanzaJet Investment Agreement, we entered into an intellectual property and technology license agreement (the “LanzaJet License Agreement”) with LanzaJet.
Pursuant to the LanzaJet License Agreement, we granted to LanzaJet a perpetual, worldwide, non-transferrable, irrevocable, royalty-free, sublicensable, exclusive license to certain intellectual property related to the conversion of ethanol to fuel.
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We cannot guarantee that LanzaJet would grant such consent or otherwise agree to grant to us a license of intellectual property and our receipt thereof would depend on negotiations with our fellow shareholders of LanzaJet.
−Removed: In connection with the LanzaJet Shareholder Loan described in more detail in the section entitled “Business — Key Collaboration Agreements — LanzaJet Agreements — LanzaJet Amended and Restated Stockholders’ Agreement ,” LanzaJet collaterally assigned its license from LanzaTech to secure the LanzaJet Freedom Pines Fuels LLC (“FPF”) shareholder debt.
+Added: In connection with the LanzaJet Note Purchase Agreement described in more detail in the section entitled “Business — Key Collaboration Agreements — LanzaJet Agreements — LanzaJet Note Purchase Agreement,” LanzaJet collaterally assigned its license from LanzaTech to secure the LanzaJet FPF shareholder debt.
In the event of a default by FPF, LanzaJet shareholders could prevent LanzaJet from funding FPF to cure its default and ultimately foreclose on LanzaJet’s license.
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A material decrease in the cost of conventional fossil feedstock-based products may require a reduction in the prices of products produced using our process technologies for them to remain attractive in the marketplace and may negatively impact our revenues.
−Removed: Fluctuations in the prices of waste-based feedstocks used to manufacture the products produced using our process technologies may affect our or our industry partners’ cost structure, gross margin and ability to compete.
+Added: Fluctuations in the prices of waste-based feedstocks used to manufacture the products produced using our process technologies may affect LanzaTech’s or our industry partners’ cost structure, gross margin and ability to compete.
The cost to produce the products we commercialize with our industry partners is highly dependent on the cost and usage of various waste-based feedstocks.
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While we do not believe we have any direct competitors, there can be no assurance that we will not have direct competition in the future, that such competitors will not substantially increase the resources devoted to the development and marketing of their products and services that compete with us, or that new or existing competitors will not enter the market in which we are active.
−Removed: We face substantial indirect competition from many different sources, including companies that enjoy competitive advantages over us, such as greater financial, research and development, manufacturing, personnel and
−Removed: marketing resources, greater brand recognition, stronger historical relationships with their customers and more experience and expertise in intellectual property rights and operating within certain international locations.
+Added: We face substantial indirect 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, stronger historical relationships with their customers and more experience and expertise in intellectual property rights and operating within certain international locations.
These competitors may introduce competing products without our prior knowledge and without our ability to take preemptive measures in anticipation of their commercial launch.
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The manufacturing technologies we research and develop are new and continuously changing and advancing.
−Removed: The products that are derived from these technologies may not be applicable or compatible with demands in existing or future markets.
+Added: products that are derived from these technologies may not be applicable or compatible with demands in existing or future markets.
Furthermore, we may not be able to identify new opportunities as they arise for products since future applications of any given product may not be readily determinable, and we cannot reasonably estimate the size of any markets that may develop.
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Natural or man-made disasters, social, economic and political instability, and other similar events may significantly disrupt our and our industry partners’ businesses, and negatively impact our results of operations and financial condition.
−Removed: Our corporate headquarters are located in Skokie, Illinois and we work with industry partners in multiple other locations, including in China, Japan, India, Australia, UK and Belgium.
+Added: Our corporate headquarters are located in Skokie, Illinois with significant operations in Soperton, Georgia, and we work with industry partners in multiple other locations, including in China, Japan, India, Australia, UK and Belgium.
These locations, in particular a number of our current and potential non-U.S.
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Governmental programs designed to incentivize the production and consumption of low-carbon fuels and carbon capture and utilization, may be implemented in a way that does not include products produced using our novel technology platform and process technologies or could be repealed, curtailed or otherwise changed, which would have a material adverse effect on our business, results of operations and financial condition.
−Removed: We and other participants in the biomass-based and low-carbon fuel industry rely on governmental programs requiring or incentivizing the production and consumption of fuels with lower carbon intensity than conventional fossil fuels and carbon capture and utilization.
−Removed: Biomass-based and low-carbon fuel has historically been more
−Removed: expensive to produce than petroleum-based fuel given the lack of a carbon price or direct regulations and these governmental programs support a market for biomass-based and low-carbon fuel that might not otherwise exist.
−Removed: One of the most important of these programs is the Renewable Fuel Standard II (“RFS II”), a Federal law which requires that transportation fuels in the United States contain a minimum amount of renewable fuel.
−Removed: This program is administered by the Environmental Protection Agency (“EPA”).
−Removed: The EPA’s authority includes setting annual minimum aggregate levels of consumption in four “nested” renewable fuel categories, including categories in which our fuel competes (including advanced biofuel, biomass-based diesel and cellulosic biofuel).
+Added: We and other participants in the low-carbon fuel industry rely on governmental programs requiring or incentivizing the production and consumption of fuels with lower carbon intensity than conventional fossil fuels and carbon capture and utilization.
+Added: Biomass-based and low-carbon fuel has historically been more expensive to produce than petroleum-based fuel given the lack of a carbon price or direct regulations, and these governmental programs support a market for biomass-based and low-carbon fuel that might not otherwise exist.
+Added: One of the most important of these programs is the U.S.
+Added: Environmental Protection Agency’s (“EPA”) Renewable Fuel Standard II (“RFS II”), a Federal law which requires that transportation fuels in the United States contain a minimum amount of renewable fuel.
+Added: The EPA’s authority includes setting annual minimum aggregate
+Added: levels of consumption in four “nested” renewable fuel categories, including categories in which our fuel competes (including advanced biofuel, biomass-based diesel and cellulosic biofuel).
The parties obligated to comply with this renewable volume obligation (“RVO”), are petroleum refiners and petroleum fuel importers.
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The LCFS could be repealed or amended in a manner that eliminates or reduces this incentive, or could be implemented in a way that excludes or negatively affects products produced using our novel technology platform, such as by assigning a lower carbon intensity to a fuel pathway produced using a competitor’s technology.
−Removed: Additionally, while the efforts of other jurisdictions to mitigate climate change are expected to result in the adoption of similar programs as the RFS II program or LCFS, increasing stakeholder scrutiny of the GHG, reduction benefits attributable to low-carbon fuels production and consumption could dampen interest in the adoption of similar programs.
+Added: Additionally, while the efforts of other jurisdictions to mitigate emissions are expected to result in the adoption of similar programs as the RFS II program or LCFS, increasing stakeholder scrutiny of GHG, reduction benefits attributable to low-carbon fuels production and consumption could dampen interest in the adoption of similar programs.
While the products produced using our process technologies generally compare favorably with conventional low-carbon fuels, public sentiment against reliance upon low-carbon fuels or carbon capture and utilization as pathways to deep decarbonization could adversely affect our market opportunities.
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We currently have agreements with a limited number of industry partners, from which we expect to generate most of our revenues in the near future.
−Removed: Entities in which the Shougang Joint Venture holds a controlling interest operate the four currently operating commercial scale facilities that produce low carbon ethanol using our process
−Removed: In addition, commercial scale facility is in advanced stages of commissioning by our partner IndianOil.
−Removed: The facility is expected to finalize commissioning in the coming months.
+Added: Entities in which the Shougang Joint Venture holds a controlling interest operate the four currently operating commercial scale facilities that produce ethanol using our process technology.
+Added: In addition, a commercial scale facility is in advanced stages of commissioning by our partner IndianOil.
The loss of one or more of our industry partners, a substantial reduction in the scope of their projects, their failure to exercise customer options, their unwillingness to extend contractual deadlines if we are unable to meet production requirements, their inability to perform under their contracts or a significant deterioration in their financial condition could harm our business, results of operations and financial condition.
−Removed: If we fail to perform under the terms of these agreements, the industry partners could seek to terminate these agreements or pursue damages against us, including liquidated damages in certain instances, which could harm our business.
+Added: If we fail to perform under
+Added: the terms of these agreements, the industry partners could seek to terminate these agreements or pursue damages against us, including liquidated damages in certain instances, which could harm our business.
Our revenue is relatively concentrated within a small number of key customers, and the loss of one or more of such key customers may adversely affect our business, financial condition, and results of operations.
For the fiscal year ended December 31, 2025, our largest contracting entity accounted for 37% of our revenue.
−Removed: For the fiscal year ended December 31, 2023, our largest contracting entity accounted for 38% of our revenue.
Our customer mix can change rapidly, and we may see changes in customer concentrations in the future.
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Potential consequences of these proceedings can include the need to pay for remediation of contaminated sites, the costs of which can be significant and uncertain.
−Removed: Likewise, in the normal course of business, we and our industry partners may need to obtain and comply with air emissions permits pursuant to the Clean Air Act and water discharge permits pursuant to the Clean Water Act in the United States, and similar environmental permits and authorizations across the globe relating to air and water
+Added: Likewise, in the normal course of business, we and our industry partners may need to obtain and comply with air emissions permits pursuant to the Clean Air Act and water discharge permits pursuant to the Clean Water Act in the United States, and similar environmental permits and authorizations across the globe relating to air and water emissions.
Potential changes to regulatory, permit and authorization standards, requirements or processes may result in uncertainty and additional costs for us and our industry partners.
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Some of our and our industry partners’ operations are within jurisdictions that have or are developing regulatory regimes governing emissions of GHGs, including carbon dioxide (CO 2 ).
−Removed: 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, related subnational programs and any potential expansions of these policies or related policies.
−Removed: In addition, the EPA requires mandatory reporting of GHG emissions.
−Removed: The EPA and California regulate the amount of GHGs that may be emitted by new motor vehicles, including light-, medium-, and heavy-duty vehicles.
−Removed: The EPA sets GHG standards for new commercial airplanes.
−Removed: California and several states also implement zero-emission vehicle standards, which require manufacturers to produce and sell an increasing volume of electric vehicles.
−Removed: These and related regulations could be implemented and developed in ways that reduce or eliminate reliance on carbon-based fuels in transportation, for example, by hastening the widespread adoption of electricity or hydrogen as a fuel source, in lieu of low-carbon fuels, for certain categories of transportation vehicles.
−Removed: Increased public concern surrounding the emission of GHGs may result in more international, national or subnational requirements to reduce or mitigate the effects of GHG emissions.
−Removed: Although uncertain, these developments could increase the costs related to the application of our fermentation technology.
−Removed: Additionally, although governmental policies to reduce GHG emissions may continue to incentivize the production of low-carbon fuels and carbon capture, it is also possible that such policies could be altered in a way that may negatively impact our growth, increase our and our industry partners’ operating costs, or reduce demand for our technology by prioritizing other technologies or approaches to GHG emission reductions.
+Added: 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
+Added: Exposure and Greenhouse Gas Benchmark Regulations, the Tokyo Cap-and-Trade Program, China’s Emission Trading Scheme, related subnational programs and any potential expansions of these policies or related policies.
+Added: While governmental policies to reduce GHG emissions may incentivize the production of recycled-carbon fuels and carbon capture technologies, it is also possible that such policies could be altered in a way that may negatively impact our growth, increase our and our industry partners’ operating costs, or reduce demand for our technology by prioritizing other technologies or approaches to GHG emission reductions.
We cannot predict the manner or extent to which such policy or legislation may affect our industry partners and ultimately harm or help our business or the carbon management industry in general.
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These stakeholders and policy makers advocate for the adoption of regulations and incentives that would reduce or eliminate reliance on carbon-based fuels in favor of the adoption of electricity and hydrogen as fuel sources.
−Removed: If stakeholders and policy makers are successful in convincing governments and corporations to enact policies that disfavor, or changes in government administrations result in shifts in policy that disincentivize, the production
−Removed: of carbon-based fuels and the development and deployment of carbon management technology, it could negatively impact the demand for products produced using our process technologies and our ability to maintain and develop relationships with our strategic partners, which would harm our business, results of operations and financial condition.
+Added: If stakeholders and policy makers are successful in convincing governments and corporations to enact policies that disfavor, or changes in government administrations result in shifts in policy that disincentivize, the production of carbon-based fuels and the development and deployment of carbon management technology, it could negatively impact the demand for products produced using our process technologies and our ability to maintain and develop relationships with our strategic partners, which would harm our business, results of operations and financial condition.
The viability of our business model also could be impacted if, over time, popular, government and corporate support continues to gravitate away from the use of carbon-based fuels toward the predominant use of electricity and hydrogen as fuel sources.
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Although we and our industry partners have implemented safety procedures for handling and disposing of these materials and waste products, we cannot be sure that our safety measures are compliant with legal requirements or adequate to eliminate the risk of accidental injury or contamination.
−Removed: In the event of contamination or injury, we could be held liable for any resulting damages, and any liability could exceed our insurance coverage.
+Added: In the event of contamination or injury, we
+Added: could be held liable for any resulting damages, and any liability could exceed our insurance coverage.
There can be no assurance that neither we nor any of our industry partners will not violate environmental, health and safety laws as a result of human error, accident, equipment failure or other causes.
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Ethical, legal and social concerns about genetically engineered products and process technologies that use genetically engineered supplies could limit or prevent the use of products produced using our process technologies and could limit our revenues.
−Removed: The use of genetically engineered products and process technologies that use genetically engineered supplies is subject to laws and regulations in many countries, including by the EPA under the Toxic Substances Control Act of
−Removed: 1976, some of which are new or still evolving.
+Added: The use of genetically engineered products and process technologies that use genetically engineered supplies is subject to laws and regulations in many countries, including by the EPA under the Toxic Substances Control Act of 1976, some of which are new or still evolving.
Public attitudes about the safety and environmental hazards of genetically engineered products and processes, and ethical concerns over genetic research, could influence public acceptance of our technology, processes and products produced using our process technologies that use genetically engineered supplies.
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The subject of genetically engineered organisms has received negative publicity, which has aroused public debate.
−Removed: This adverse publicity could lead to greater regulation and trade restrictions on imports of genetically engineered products.
+Added: This adverse publicity could lead to greater regulation and trade restrictions on imports of genetically
+Added: engineered products.
These trends could result in increased expenses, delays or other impediments to our programs or the public acceptance and commercialization of the products produced using our process technologies.
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Because we and our industry partners commercialize and sell products produced using our process technologies outside of the United States, a portion of our and our industry partners’ revenues is generated outside of the United States and we derive some of our revenues from our industry partners in their local currencies.
−Removed: As a result, our
−Removed: revenues and results of operations are subject to foreign exchange fluctuations, which we may not be able to manage successfully.
+Added: As a result, our revenues and results of operations are subject to foreign exchange fluctuations, which we may not be able to manage successfully.
We bear the risk that the rate of inflation in the foreign countries where we and our industry partners incur costs and expenses or the decline in value of the U.S.
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An “ownership change” pursuant to Section 382 of the Code generally occurs if one or more stockholders or groups of stockholders who own at least 5% of a company’s stock increase their ownership (as measured by value) by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period.
−Removed: Our ability to utilize our NOL carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including potential changes in connection with our migration from
−Removed: New Zealand to the United States, the Business Combination or other transactions.
+Added: Our ability to utilize our NOL carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including potential changes in connection with our migration from New Zealand to the United States, the Business Combination or other transactions.
Similar rules may apply under state tax laws.
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We license our technology in China to the Shougang Joint Venture.
−Removed: Entities in which the Shougang Joint Venture holds a controlling interest currently produce low carbon ethanol at four commercial scale facilities using our process technology, which, in addition to its use as fuel, is transported and processed for use in consumer products.
+Added: Entities in which the Shougang Joint Venture holds a controlling interest currently produce ethanol at four commercial scale facilities using our process technology, which, in addition to its use as fuel, is transported and processed for use in consumer products.
The Chinese government has exercised and continues to exercise substantial control over every sector of the Chinese economy through regulation and state ownership.
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As such, our operations and the operations of our joint venture partners and our sales and licenses to partners located in China may be subject to governmental and regulatory interference in the provinces in which they operate.
−Removed: joint venture and other partners could also be subject to regulation by various political and regulatory entities, including local and municipal agencies and other governmental subdivisions.
+Added: We, our joint venture and other partners could also be subject to regulation by various political and regulatory entities, including local and municipal agencies and other governmental subdivisions.
Regulations may be imposed or change quickly with little advance notice.
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Article 3 of Anti-Monopoly Law of the PRC (the “Anti-Monopoly Law”) prohibits “monopolistic practices,” which include:
−Removed: (a) the conclusion of monopoly agreements between operators; (b) the abuse of dominant market position by operators; and (c) concentration of undertakings which has or may have the effect of eliminating or
−Removed: restricting market competition.
+Added: (a) the conclusion of monopoly agreements between operators; (b) the abuse of dominant market position by operators; and (c) concentration of undertakings which has or may have the effect of eliminating or restricting market competition.
Furthermore, according to Article 19 of the Anti-Monopoly Law, the operator will be assumed to have a dominant market position if the following apply:
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or other foreign stock exchange.
−Removed: However, there can be no assurance that regulators in China will not promulgate new laws and regulations or adopt new series of interpretations or regulatory actions which may require us and our partners to satisfy new requirements related to these concerns.
+Added: However, there can be no assurance that regulators in China will not promulgate
+Added: new laws and regulations or adopt new series of interpretations or regulatory actions which may require us and our partners to satisfy new requirements related to these concerns.
Changes in China’s economic, political or social conditions or legal system or government policies could have a material adverse effect on our business and operations.
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We license our technology in China to the Shougang Joint Venture.
−Removed: Entities in which the Shougang Joint Venture holds a controlling interest currently produce low carbon ethanol at four commercial scale facilities using our process technology, which, in addition to its use as fuel, is transported and processed for use in consumer products.
+Added: Entities in which the Shougang Joint Venture holds a controlling interest currently produce ethanol at four commercial scale facilities using our process technology, which, in addition to its use as fuel, is transported and processed for use in consumer products.
Meanwhile, several additional facilities are being engineered and constructed.
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Because we have employees located in China and conduct some operations in China, including through our China-based joint venture and at the facilities in China operated by entities in which the Shougang Joint Venture holds a controlling interest using our process technology, we are subject to the risk that the Chinese government may intervene or influence our operations at any time.
−Removed: However, because our operations in China are largely limited to technology licenses and the production of our low carbon ethanol, we do not expect that such intervention or influence would result in a material change in our operations.
−Removed: Nonetheless, in the event that the Chinese government were to intervene in our operations, we might experience a disruption at the four facilities in China operated by entities in which the Shougang Joint Venture holds a controlling interest using our process technology, or at the facilities in construction, to our joint venture and joint venture partners, to our licenses to partners in China and to our low carbon ethanol production, which could have a material adverse effect on our results of operations.
−Removed: Products produced by our process technologies compete with or are intended to displace comparable products produced using fossil resources.
−Removed: The market prices for these alternatively produced products and commodities are subject to volatility and there is a limited referenceable market for the more sustainable, waste-based products that our process technologies enable.
−Removed: Products produced by our process technologies compete with or are intended to displace comparable products produced using fossil resources.
+Added: However, because our operations in China are largely limited to technology licenses and the production of our ethanol, we do not expect that such intervention or influence would result in a material change in our operations.
+Added: Nonetheless, in the event that the Chinese government were to intervene in our operations, we might experience a disruption at the four facilities in China operated by entities in which the Shougang Joint Venture holds a controlling interest using our process technology, or at the facilities in construction, to our joint venture and joint venture partners, to our licenses to partners in China and to our ethanol production, which could have a material adverse effect on our results of operations.
+Added: An extended U.S.
+Added: Government shutdown could materially adversely affect our business, results of operations, and financial condition.
+Added: A portion of our revenue is linked to projects supported directly or indirectly by U.S.
+Added: government programs, including those administered by the Department of Energy (DOE).
+Added: continues to face a changing geopolitical environment, along with certain fiscal and economic challenges, and uncertainty exists regarding how future budget and program decisions will unfold.
+Added: During periods of federal government shutdowns, many government agencies and contracting offices cease operations or operate at reduced capacity.
+Added: These shutdowns may delay funding decisions, new contract awards, contract modifications, and may result in the suspension of ongoing work under existing contracts.
+Added: In the event of a prolonged federal government shutdown, we may experience delays in critical DOE-dependent project milestones.
+Added: This could include:
+Added: • Postponed disbursement of grants or cooperative agreements;
+Added: • Slower progression through loan guarantee processes;
+Added: • Financing bottlenecks for cost-share projects reliant on DOE commitments.
+Added: Such delays could shift expected revenue recognition from project services, equipment sales, or offtake-linked products, particularly for projects in earlier cohorts where DOE involvement plays a catalytic role.
+Added: Government shutdowns can also create uncertainty in federal budgeting and procurement priorities, which could reduce future opportunities for our products.
+Added: We continue to actively manage this risk by seeking to diversify our project funding sources, engage private capital partners, and sequence project cohorts to mitigate dependency.
+Added: Nonetheless, these efforts may not be successful, and prolonged government funding disruptions could negatively impact the timing of certain revenue streams and increase working capital pressure in the near term.
+Added: The timing and duration of any shutdown are unpredictable, and we cannot estimate the ultimate effect on our business.
+Added: Any prolonged or repeated shutdowns could have a material adverse effect on our financial condition, results of operations, and ability to execute our strategic objectives.
+Added: Products produced by our process technologies compete with comparable products produced using fossil resources.
+Added: The market prices for these alternatively produced products and commodities are subject to volatility and there is a limited referenceable market for the waste-based products that our process technologies enable.
+Added: Products produced by our process technologies compete with comparable products produced using fossil resources.
The market prices for these alternatively produced products and commodities are subject to volatility and may depend on uncertain consumer demand as well as changing supply of feedstocks.
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We do not believe we have any direct competitors that produce products with similar attributes to ours.
−Removed: Due to the limited competition we face, there is a limited referenceable market for the more sustainable, waste-based products that our process technologies enable.
−Removed: It may be difficult to evaluate our potential future performance without the benefit of established long-term track records from companies developing similar sustainable, waste-based products.
+Added: Due to the limited competition we face, there is a limited referenceable market for the waste-based products that our process technologies enable.
+Added: It may be difficult to evaluate our potential future performance without the benefit of established long-term track records from companies developing similar waste-based products.
Process performance at our partners’ plants is dependent on the quality and quantity of the feedstock supplied from the host facility.
We design the parameters to best process the feedstock we expect to receive from the host facility.
−Removed: Although we rigorously test feedgas when a project is being designed in order to determine the expected composition of the feedstock there is no guarantee that the quality and quantity of the feedstock will be identical to the test conditions.
+Added: Although we rigorously test feed gas when a project is being designed in order to determine the expected composition of the feedstock there is no guarantee that the quality and quantity of the feedstock will be identical to the test conditions.
Feedstock changes based on day-to-day variability in host company process conditions can be anticipated to some extent, but cannot be fully mitigated.
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Court of Appeals for the Federal Circuit, the U.S.
−Removed: Supreme Court and the courts of foreign countries, as they determine legal issues concerning the scope, validity and construction of patent claims.
+Added: Supreme Court and the courts of foreign countries, as they determine legal issues concerning the scope,
+Added: validity and construction of patent claims.
Because patent applications in the United States and many foreign jurisdictions are typically not published until 18 months after filing, or in some cases not at all, and because publication of discoveries in the scientific literature often lags behind the actual discoveries, there is additional uncertainty as to validity of any issued patent.
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We have and plan to continue partnering with others in building manufacturing facilities using our process technologies in countries other than the United States.
−Removed: However, the laws of some foreign countries do not protect
−Removed: intellectual property rights to the same extent as federal and state laws in the United States.
+Added: However, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States.
Many companies have encountered significant problems, including delays, in protecting and enforcing intellectual property rights in certain foreign jurisdictions.
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In addition, foreign courts are sometimes less willing than U.S.
−Removed: courts to protect
−Removed: trade secrets.
+Added: courts to protect trade secrets.
If our competitors independently develop equivalent knowledge, methods and know-how, we would not be able to assert our trade secrets against them.
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government agencies and is subject to certain federal regulations.
−Removed: For example, under the “march-in” provisions of
−Removed: 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 the government-funded programs.
+Added: For example, 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 the 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.
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We do not control these technologies and any loss of our rights to them could prevent us from developing or selling our process technologies.
−Removed: We rely on licenses in order to be able to use various proprietary technologies that are material to our business, including a license with the Battelle Memorial Institute (“Battelle”).
+Added: We rely on licenses in order to be able to use various proprietary technologies that are material to our business, including the Battelle License Agreement.
We do not own the patents that underlie these licenses.
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Enforcement of our licensed patents or defense or any claims asserting the invalidity of these patents is often subject to the control or cooperation of our licensors and/or interpretation of the license agreements.
−Removed: We cannot be certain that we will have control of the enforcement of these patents against third parties.
+Added: certain that we will have control of the enforcement of these patents against third parties.
Legal action could be initiated against the owners of the intellectual property that we license.
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Because of the uncertainties involved in the issuance and enforcement of patents, and the value of a patent, patent disputes and litigations are common.
−Removed: We may become involved in patent disputes relating to infringement of our technology, with third-parties asserting their patents, with our licensors or licensees, with industry partners and with employees, among others.
+Added: We may become involved in patent disputes relating to infringement of
+Added: our technology, with third-parties asserting their patents, with our licensors or licensees, with industry partners and with employees, among others.
Patent disputes can take years to resolve, can be very costly and can result in loss of rights, injunctions and substantial penalties.
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Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them.
−Removed: such circumstances, the trading price of our securities may not recover and may experience a further decline.
+Added: In such circumstances, the trading price of our securities may not recover and may experience a further decline.
Factors affecting the trading price of our securities may include:
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A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain financing in the future.
−Removed: There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq, and if we fail to maintain compliance with the continued listing requirements of Nasdaq, our common stock could be delisted, negatively impacting its price, liquidity, and our ability to access the capital markets.
−Removed: Our common stock is listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol LNZA.
−Removed: For continued listing on Nasdaq, we must maintain a minimum bid price of $1.00 for a period of 30 consecutive business days, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).
−Removed: On March 13, 2025 we received written notice from the Nasdaq Listing Qualifications Department notifying us that for the last 30 consecutive business days, the closing bid price for our common stock had been below the $1.00 per share minimum closing bid price requirement for continued listing on Nasdaq, as set forth in the Minimum Bid Price Requirement.
−Removed: Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we will have 180 calendar days from receipt of such notice, or until September 9, 2025 (the “First Compliance Date”), to regain compliance with the Minimum Bid Price Requirement.
−Removed: To regain compliance, the closing bid price of our common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this 180-day period.
−Removed: If at any time before the First Compliance Date, the bid price of our common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, subject to the discretion of the Nasdaq Listing Qualification Staff.
−Removed: Nasdaq will provide us with written confirmation of compliance with the Minimum Bid Price Requirement and the matter will be closed.
−Removed: In the event we do not regain compliance with the Minimum Bid Price Requirement by the First Compliance Date, we may be eligible for an additional 180-calendar day compliance period.
−Removed: To qualify, we would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and would need to provide written notice of our intention to cure the bid price deficiency during the second compliance period.
−Removed: If it appears to the Nasdaq staff that we will not be able to cure the deficiency or if we are otherwise not eligible or fail to regain compliance during the second compliance during the second compliance period, Nasdaq will provide written notification to us that our common stock is subject to delisting.
−Removed: At that time, we may appeal any such delisting determination to a Nasdaq hearings panel (the “Panel”).
−Removed: If we receive such a delisting notice, Nasdaq may not grant the our request for a hearing, or if Nasdaq grants our request for a hearing, the Panel may not grant our request for continued listing of our common stock on The Nasdaq Capital Market pending compliance with all applicable listing criteria, including the Minimum Bid Price Requirement, or we may be unable to timely satisfy the terms of any extension that may be granted by the Panel.
−Removed: We will continue to monitor the closing bid price of our common stock and will consider our available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement within the allotted compliance periods.
−Removed: There can be no assurance that we will regain compliance with the Minimum Bid Price Requirement, be successful in any appeal we may undertake, or be able to maintain compliance with any of the other continued listing requirements of the Nasdaq Capital Market.
+Added: There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq, and if we fail to maintain compliance with the continued listing requirements of Nasdaq, our common stock could be delisted, negatively impacting its price and liquidity and our ability to access the capital markets.
+Added: Our common stock is listed on Nasdaq under the symbol LNZA.
+Added: For continued listing on Nasdaq, we must satisfy Nasdaq’s continued listing standards, including a minimum bid price of $1.00 per share as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).
+Added: On March 13, 2025, we received written notice from the Nasdaq Listing Qualifications Department notifying us that, for the last 30 consecutive business days, the closing bid price for our common stock had been below the $1.00 per share minimum closing bid price requirement for continued listing on Nasdaq.
+Added: To address the bid price deficiency, on August 18, 2025, we effected the 1-for-100 Reverse Stock Split.
+Added: The Reverse Stock Split reduced the number of shares of our common stock outstanding to increase the per-share market price of our common stock.
+Added: See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Reverse Stock Split and Reduction in Authorized Shares” for additional information on the Reverse Stock Split.
+Added: On September 3, 2025, we received confirmation from Nasdaq that we had regained compliance with the Minimum Bid Price Requirement.
+Added: However, the market price of our common stock may decline due to a variety of factors, and we may again fail to satisfy the Minimum Bid Price Requirement or other Nasdaq continued listing standards.
If Nasdaq delists our securities for failing to meet these requirements, we and our stockholders could face significant negative consequences, including:
5 unchanged sentences
Delisting from Nasdaq could also result in other negative consequences, such as the potential loss of confidence by suppliers, customers, and employees, the loss of institutional investor interest, and fewer business development opportunities.
+Added: Our stockholders will experience substantial dilution as a result of the exercise of the PIPE Warrant and the consummation of any additional equity financing.
+Added: As of March 25, 2026, we had 10,089,163 shares of common stock issued and outstanding and a large number of shares of common stock reserved for future issuance in connection with warrants, equity-based awards granted under the executive compensation plans of the Company.
+Added: Concurrently with the January 2026 Financing and pursuant to the Preferred Stock Purchase Agreement, we issued the PIPE Warrant to the Preferred Stockholder to
+Added: purchase up to 7,800,000 shares of common stock, which PIPE Warrant is exercisable at any time prior to 5:00 p.m.
+Added: 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.
+Added: The issuance of additional shares of common stock upon the exercise of the PIPE Warrant would increase the number of shares issued and outstanding as of March 25, 2026 by 77.3%, which would result in significant dilution for stockholders of their ownership and voting interests in the Company.
+Added: Any additional equity financing we consummate would result in further dilution.
+Added: There has not been an active market for trading in our common stock, and the Preferred Stock Conversion and the January 2026 Financing have concentrated, and the exercise of the PIPE Warrant will concentrate, our share ownership and could further limit trading activity.
+Added: There currently is not an active market for trading in our common stock, which we believe is in part due to the issuance of the Preferred Stock, the Preferred Stock Conversion, the January 2026 Financing and the issuance of the PIPE Warrant.
+Added: In addition, the issuance of shares of common stock upon the exercise of the PIPE Warrant will further concentrate the ownership of our common stock will be concentrated in a limited number of holders.
+Added: Assuming the full cashless exercise of the PIPE Warrant for shares of common stock, as of March 25, 2026, Khosla Ventures and its affiliates would beneficially own approximately 62.9% of the outstanding shares of common stock, which would represent the largest ownership position of the Company, the investors in the January 2026 Financing, together with Khosla Ventures and its affiliates, would collectively beneficially own approximately 88.1% of the outstanding shares of common stock.
+Added: No other existing stockholder would beneficially own 5% or more of the outstanding shares of common stock.
+Added: To the extent that Khosla Ventures and its affiliates or any existing Company stockholder participates in any additional equity financing, their beneficial ownership would further increase.
+Added: This concentration of share ownership could further limit trading activity in our common stock and make it more difficult for stockholders to sell their common stock at prevailing market prices or at all.
+Added: Khosla Ventures and its affiliates have significant influence over us, and their interests may conflict with those of our other stockholders in the future.
+Added: Khosla Ventures and its affiliates currently have the largest ownership position in the Company.
+Added: See “—There has not been an active market for trading in our common stock, and the Preferred Stock Conversion and the January 2026 Financing have concentrated, and the exercise of the PIPE Warrant will concentrate, our share ownership and could further limit trading activity” above.
+Added: As a result, and so long as they hold a significant amount of our voting power, Khosla Ventures and its affiliates will have significant influence over the outcome of all matters requiring stockholder approval, including the election and removal of our directors, and thereby our corporate and management policies.
+Added: In addition, Khosla Ventures and its affiliates may vote their shares in a manner that, in their judgment, could enhance their investment, but which may conflict with our interests or those of our other stockholders.
+Added: This concentration of ownership may also delay or deter possible changes in control of the Company or deprive our other stockholders of an opportunity to receive a premium for their shares of common stock as part of a sale of the Company, which may ultimately affect the market price of our common stock.
A substantial portion of our total outstanding shares may be sold into the market at any time.
1 unchanged sentence
The market price of our common stock could decline as a result of sales of a large number of shares of our common stock or the perception that such sales could occur.
−Removed: These sales, or the possibility that these sales may
−Removed: occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate.
+Added: These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate.
Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common stock.
1 unchanged sentence
These projections may vary widely and may not accurately predict the results we actually achieve.
−Removed: Our stock price may decline if our actual results do not match the projections of these securities research analysts.
+Added: stock price may decline if our actual results do not match the projections of these securities research analysts.
Similarly, if one or more of the analysts who write reports on LanzaTech downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price could decline.
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We may issue additional shares of common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of our common stock.
−Removed: As of December 31, 2024, we had warrants (including the AM Warrant and warrants issued pursuant to the Forward Purchase Agreement (the “FPA Warrants”) outstanding to purchase up to an aggregate of 16,657,686 shares of common stock, options (including the Options) outstanding to purchase up to an aggregate of 18,658,807 shares of common stock, 7,767,910 unvested RSUs outstanding and a $40.2 million Convertible Note, excluding payment-in-kind interest from the issue date, convertible into shares of common stock in accordance with its terms (see Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources and Uses of Capital”).
−Removed: Additionally, under the LanzaTech 2023 Long-Term Incentive Plan (the “2023 Plan”), we also have the ability to issue 13,987,734 shares of our common stock.
−Removed: The 2023 Plan is required to provide for the ability to grant and recycle our common stock (including any shares subject to forfeited options or restricted stock awards), and to initially reserve a number of shares of our common stock constituting 10% of the total number of shares of our common stock outstanding on a fully diluted basis, as determined at the closing of the Business Combination, and include an “evergreen” provision pursuant to which the number of shares reserved for issuance under the 2023 Plan will be increased automatically each year by 3% of the aggregate number of shares of our common stock then outstanding on a fully diluted basis.
+Added: As of March 25, 2026, we had warrants outstanding to purchase up to an aggregate of 8,243,477 shares of common stock, including the Public Warrants (as defined below), the IPO Private Placement Warrants (as defined below), a warrant held by ArcelorMittal, dated December 8, 2021 (the “AM Warrant”), the PIPE Warrant, and a warrant (the “FPA Warrant”) issued pursuant to Forward Purchase Agreement (“FPA”), dated February 3, 2023, with ACM ARRT H LLC (“ACM”).
+Added: Additionally, as of December 31, 2025, we had (i) options outstanding to purchase up to an aggregate of 137,942 shares of common stock, and (ii) 49,525 unvested RSUs outstanding (see Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources and Uses of Capital-and-Recent Developments”).
+Added: Additionally, under the LanzaTech 2023 Long-Term Incentive Plan (the “2023 Plan”), we have the ability to issue 198,137 shares of our common stock.
+Added: The 2023 Plan is required to provide for the ability to grant and recycle our common stock (including any shares subject to forfeited options), and to initially reserve a number of shares of our common stock constituting 10% of the total number of shares of our common stock outstanding on a fully diluted basis, as determined at the closing of the Business Combination, and includes an “evergreen” provision pursuant to which the number of shares reserved for issuance under the 2023 Plan will be increased automatically each year by 3% of the aggregate number of shares of our common stock then outstanding on a fully diluted basis, unless the Board takes action to suspend the increase or provide for an increase of a lesser number of shares.
We may also issue additional shares of common stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances.
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As a result, you may not receive any return on an investment in our securities unless you sell your securities for a price greater than that which you paid for it.
−Removed: The Public Warrants are identical to the Private Placement Warrants in material terms and provisions, except in certain circumstances, and are materially different from the LanzaTech warrants.
−Removed: The Public Warrants are identical to the Private Placement Warrants in material terms and provisions, except that the Private Placement Warrants are not transferable, assignable or salable until 30 days after the closing of the Business Combination (except in limited circumstances) and are not redeemable by us so long as they are held by the Sponsor or its permitted transferees.
−Removed: If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, they will be redeemable by us and exercisable by the holders on the same basis as the Public Warrants.
−Removed: The Sponsor agreed not to transfer, assign or sell any of the Private Placement Warrants until 30 days after the closing of the business combination.
+Added: The Public Warrants are identical to the IPO Private Placement Warrants in material terms and provisions, except in certain circumstances, and are materially different from the AM Warrant, the FPA Warrant and the PIPE Warrant.
+Added: As part of AMCI’s initial public offering (“IPO”), AMCI issued warrants to third-party investors.
+Added: Each public warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of
+Added: $1,150 per share (the “Public Warrants”).
+Added: Simultaneously with the closing of the IPO, AMCI completed the private sale of warrants.
+Added: Each private sale warrant allows the holder to purchase one share of the Company’s common stock at $1,150 per share.
+Added: Additionally, prior to the consummation of the Business Combination, AMCI issued warrants for the settlement of a working capital loan.
+Added: The working capital warrants have the same terms as the private sale of warrants issued at the IPO.
+Added: Warrants sold in the private sale at the IPO and the warrants issued to convert the working capital loan are collectively referred to as the “IPO Private Placement Warrants”.
+Added: The Company has 78,081 Public Warrants and 44,661 IPO Private Placement Warrants outstanding as of December 31, 2025.
+Added: The Public Warrants are identical to the IPO Private Placement Warrants in material terms and provisions, except that the IPO Private Placement Warrants are not redeemable by us so long as they are held by AMCI Sponsor II LLC (the “Sponsor”) or its permitted transferees.
+Added: If the IPO Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, they will be redeemable by us and exercisable by the holders on the same basis as the Public Warrants.
We may redeem the Public Warrants prior to their exercise at a time that is disadvantageous to holders of Public Warrants.
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Redemption of the outstanding Public Warrants could force holders of the Public Warrants (i) to exercise their Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) to sell their Public Warrants at the then-current market price when they might otherwise wish to hold their Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of their Public Warrants.
−Removed: As noted above, none of the Private Placement Warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees.
−Removed: The terms of the Legacy LanzaTech warrants that were converted into New LanzaTech warrants at the closing of the Business Combination are materially different from those of the Public Warrants.
+Added: As noted above, none of the IPO Private Placement Warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees.
+Added: The terms of the AM Warrant, the FPA Warrant and the PIPE Warrant are materially different from those of the Public Warrants.
The AM Warrant entitles its holder to purchase up to 300,000 shares of common stock at an exercise price equal to $10.00, and will expire on the fifth anniversary of the consummation of the Business Combination.
−Removed: The FPA Warrants entitle the holders to purchase up to 4,083,486 shares of common stock at an exercise price equal to $10.00 per share, subject to adjustment, and will expire on March 27, 2028.
−Removed: On January 23, 2025, the Company issued 1,652,178 shares of common stock pursuant to a cashless exercise of all 2,010,000 FPA Warrants held by Vellar at a $0.30 per share exercise price.
+Added: The FPA Warrant entitles the holder to purchase up to 20,735 shares of common stock at an exercise price equal to $0.0000001 per share (subject to adjustment in certain events), and will expire on March 27, 2028.
+Added: The PIPE Warrant (as amended) entitles the holder to purchase an aggregate of 7,800,000 shares of common stock at an exercise price equal to $0.0000001 per share (subject to adjustments in certain events) and is exercisable at any time prior to 5:00 p.m.
+Added: New York City time on December 31, 2026 (the “Expiration Time”) and will be automatically exercised on a cashless, net-exercise basis immediately prior to the Expiration Time.
You may only be able to exercise your Public Warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer shares of our common stock from such exercise than if you were to exercise such warrants for cash.
−Removed: The Warrant Agreement provides that in the following circumstances holders of warrants who seek to exercise their Public Warrants will not be permitted to do so for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act:
+Added: The warrant agreement with respect to the Public Warrants (the “Public Warrant Agreement”) provides that in the following circumstances holders of warrants who seek to exercise their Public Warrants will not be permitted to do so for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act:
(i) if the shares of common stock issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the Warrant Agreement or if the registration statement under which the warrants are registered is suspended;
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and (iii) if we have so elected and we call the Public Warrants for redemption.
−Removed: If you exercise your Public Warrants on a cashless basis, you would pay the warrant exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the excess of the “fair market value” of our shares of common stock (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value.
−Removed: The “fair market value” is the average closing price of the shares of our common stock for the 10 trading days ending on the third
−Removed: trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.
+Added: If you exercise your Public Warrants on a cashless basis, you would pay the warrant exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient
+Added: obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the excess of the “fair market value” of our shares of common stock (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value.
+Added: The “fair market value” is the average closing price of the shares of our common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.
As a result, you would receive fewer shares of our common stock from such exercise than if you were to exercise such warrants for cash.
−Removed: Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our Company.
−Removed: Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim.
+Added: Our Public Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our Public Warrants, which could limit the ability of Public Warrant holders to obtain a favorable judicial forum for disputes with our Company.
+Added: Our Public Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the Public Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim.
We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
−Removed: Notwithstanding the foregoing, these provisions of the Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.
−Removed: Any person or entity purchasing or otherwise acquiring any interest in any of our warrants will be deemed to have notice of and to have consented to the forum provisions in our Warrant Agreement.
−Removed: If any action, the subject matter of which is within the scope the forum provisions of the Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder will be deemed to have consented to:
+Added: Notwithstanding the foregoing, these provisions of the Public Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.
+Added: Any person or entity purchasing or otherwise acquiring any interest in any of our warrants will be deemed to have notice of and to have consented to the forum provisions in our Public Warrant Agreement.
+Added: If any action, the subject matter of which is within the scope the forum provisions of the Public Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder will be deemed to have consented to:
(x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.
This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our Company, which may discourage such lawsuits against us and our directors, officers, or other employees and may result in increased litigation costs for our stockholders.
−Removed: Alternatively, if a court were to find this provision of the Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and Board.
+Added: Alternatively, if a court were to find this provision of the Public Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and Board.
We may amend the terms of the Public Warrants in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then-outstanding Public Warrants.
As a result, the exercise price of a holder’s Public Warrants could be increased, the exercise period could be shortened and the number of shares of our common stock purchasable upon exercise of a Public Warrant could be decreased, all without the approval of that warrant holder.
−Removed: Our Public Warrants were issued in registered form under the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.
−Removed: The Warrant Agreement provides that the terms of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders.
+Added: Our Public Warrants were issued in registered form under the Public Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.
+Added: The Public Warrant Agreement provides that the terms of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders.
Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding Public Warrants approve of such amendment.
−Removed: Although our ability to amend the terms of the Public Warrants with the consent of at least 50% of the then-outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, convert the Public Warrants into cash or stock, shorten the exercise period or decrease the number of shares of common stock purchasable upon exercise of a Public Warrant.
−Removed: We and Legacy LanzaTech have identified material weaknesses in our internal control over financial reporting.
−Removed: While some of these material weaknesses have been remediated, they could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.
+Added: Although our ability to amend the terms of the Public Warrants with the consent of at least 50% of the then-outstanding Public Warrants is unlimited, examples of such
+Added: amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, convert the Public Warrants into cash or stock, shorten the exercise period or decrease the number of shares of common stock purchasable upon exercise of a Public Warrant.
+Added: We have identified deficiencies in our internal control over financial reporting that constitute “material weaknesses” as defined in Regulation S-X.
+Added: If we are unable to remediate these deficiencies, or if we identify material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial condition or results of operations or prevent fraud.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
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During 2023, we restated our condensed consolidated financial statements as of and for the quarters ended March 31, 2023 and June 30, 2023.
−Removed: In connection with this restatement, we concluded that the failure of our internal controls designed to ensure appropriate accounting for complex technical arrangements like the forward purchase agreement is representative of a material weakness in our internal control over financial reporting.
−Removed: Our management also concluded that our internal control over financial reporting as of December 31, 2023 was not effective due to material weaknesses related to controls over the accounting for complex transactions and estimates requiring significant judgment as well as controls over revenue recognition.
−Removed: Additionally, our management concluded that, as a result of the material weaknesses in our internal control over financial reporting, our disclosure controls and procedures were ineffective as of December 31, 2023.
−Removed: Management has concluded that these material weaknesses had not been remediated and that our disclosure controls and procedures were not effective as of December 31, 2024.
+Added: In connection with this restatement, we concluded that the failure of our internal controls designed to ensure appropriate accounting for complex technical arrangements like the FPA constituted a material weakness in our internal control over financial reporting.
+Added: Additionally, management has concluded that the reductions in force and turnover in certain senior accounting and control-related roles during 2025 resulted in temporary capacity constraints within our finance organization, which affected the consistent execution, review, and documentation of certain internal control activities, and which constituted a material weakness in our internal control over financial reporting.
+Added: Management has concluded that these material weaknesses had not been remediated and that our disclosure controls and procedures were not effective as of December 31, 2025 and 2024.
Refer to Item 9A.
Controls and Procedures for further information.
−Removed: Legacy LanzaTech has also identified material weaknesses in its internal control over financial reporting.
−Removed: During 2022, Legacy LanzaTech restated its previously issued 2020 and 2021 financial statements.
−Removed: The restatement resulted from certain material weaknesses.
−Removed: For additional information on the restatement, see Note 2 — Summary of Significant Accounting Policies to Legacy LanzaTech’s 2020 and 2021 restated financial statements.
−Removed: LanzaTech has not sufficiently designed, documented and implemented formal accounting policies, processes, and controls at the entity level or over the process of the accounting for complex transactions under GAAP.
−Removed: It is possible that we may identify other material weaknesses in the future.
Our management has expended, and will continue to expend, a substantial amount of effort and resources for the improvement of our internal control over financial reporting.
−Removed: While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated.
We can give no assurance that any measures we take will remediate the deficiencies in internal control or that additional material weaknesses or significant deficiencies in internal control over financial reporting will not be identified in the future.
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The existence of material weaknesses or significant deficiencies in internal control over financial reporting could adversely affect our reputation or investor perceptions of LanzaTech, which could have a negative effect on the trading price of our common stock.
−Removed: In addition, we would incur additional costs to remediate material weaknesses in our internal control over financial reporting.
+Added: In addition, we have incurred and expect to continue to incur additional costs to remediate material weaknesses in our internal control over financial reporting.
Delaware law and provisions in our certificate of incorporation and bylaws could make a takeover proposal more difficult.
Our organizational documents are governed by Delaware law.
−Removed: Certain provisions of Delaware law and of our certificate of incorporation and bylaws could discourage, delay, defer or prevent a merger, tender offer, proxy contest or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares of our common stock held by our stockholders.
+Added: Certain provisions of Delaware law and of our certificate of incorporation and bylaws could discourage, delay, defer or prevent a merger, tender offer, proxy contest or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares of our common stock held by our
+Added: stockholders.
These provisions include the ability of the Board to designate the terms of and issue new series of preference shares, supermajority voting requirements to amend certain provisions of our certificate of incorporation, the classification of the Board, and a prohibition on stockholder actions by written consent, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
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Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
−Removed: Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially adversely affect our
−Removed: business, financial condition and results of operations and result in a diversion of the time and resources of our management and the Board.
−Removed: We may not have the funds necessary to satisfy our future obligations under the Forward Purchase Agreement (“FPA”).
−Removed: As discussed in Part II, “Item 7.
−Removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources and Use of Capital” of this Annual Report on Form 10-K, pursuant to the FPA, on the FPA Maturity Date the Company is obligated to pay to the Purchasers the Maturity Consideration, which may be paid in cash or in shares, the Share Consideration, and retain the Prepayment Amount (in each case as defined below).
−Removed: However, at the time, the Company may not have sufficient funds or be able to obtain financing from third parties to pay such amounts.
−Removed: The Company also may not have sufficient shares authorized to pay the Maturity Consideration in shares.
−Removed: Breach by the Company of any of these obligations could constitute an event of default under the FPA, which could subject the Company to financial exposure thereunder (including arising from potential indemnification claims by the Purchasers).
−Removed: In addition, future debt or other contractual agreements may contain cross-default or cross-acceleration provisions that could be triggered if we defaulted on our obligations to the Purchasers.
−Removed: Any or all of these consequences could have material adverse consequences for us.
+Added: Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and the Board.
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.