What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-04-15 · 178 added, 174 removed, 146 unchanged (71% of the section changed)

2 unchanged sentences

In this section, unless otherwise indicated or the context otherwise requires, references in this section to “LanzaTech,” the “Company,” “we,” “us,” “our” and other similar terms refer to LanzaTech Global, Inc.

and its consolidated subsidiaries, including LanzaTech NZ, Inc.

and its consolidated subsidiaries subsequent to the Business Combination and LanzaTech NZ, Inc.

and its consolidated subsidiaries prior to the Business Combination.

and its consolidated subsidiaries.

References to “AMCI” refer to AMCI Acquisition Corp.

3 unchanged sentences

Factors that could cause or contribute to these differences include without limitation those discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and those identified in Part I, “Item 1A-Risk Factors” of this Annual Report on Form 10-K.

We are a nature-based carbon refining company that develops technology to transform waste carbon into the chemical building blocks for consumer goods such as sustainable fuels, fabrics, and packaging that people use in their daily lives.

Our customers leverage our proven proprietary gas fermentation technology platform to convert certain feedstock, including waste carbon gases, into sustainable fuels and chemicals such as ethanol.

We are a nature-based carbon refining company that develops technology to transform waste carbon into the chemical building blocks for consumer goods such as fuels, fabrics, and packaging that people use in their daily lives.

Our customers leverage our proven proprietary gas fermentation technology platform to convert certain feedstocks, including waste carbon gases, into fuels and chemicals such as ethanol.

Today, we are focused on taking advantage of the many uses of ethanol while capitalizing on the growing preference among major companies for renewable products and environmentally-conscious manufacturing processes.

We have also developed the capabilities to produce single cell protein as a primary product from our gas fermentation platform.

LanzaTech employs a licensing business model whereby our customers build, own and operate facilities that use our technology, and in return, we are paid a royalty fee based on the revenue generated from the use of our technology.

our technology.

We are augmenting our technology licensing business model to incorporate incremental ownership and operatorship in the biorefining value chain, enabling greater control over development, financing, and product access.

3 unchanged sentences

We also perform research and development (“R&D”) services related to novel technologies and development of biocatalysts for commercial applications, mainly to produce fuels and chemicals.

Recently, the Company and LanzaJet launched CirculAir™, a new joint offering and end-to-end solution utilizing LanzaTech’s gas fermentation technology in conjunction with LanzaJet’s Alcohol-to-Jet (“ATJ”) platform to produce sustainable aviation fuel and renewable diesel from a wide range of waste feedstocks.

In June 2024, the Company and LanzaJet launched CirculAir™, a new joint offering and end-to-end solution utilizing LanzaTech’s gas fermentation technology in conjunction with LanzaJet’s Alcohol-to-Jet (“ATJ”) platform to produce sustainable aviation fuel and renewable diesel from a wide range of waste feedstocks.

We have not achieved operating profitability since our formation.

Our net losses after tax were $137.7 million for the year ended December 31, 2024 and $134.1 million for the prior year.

As of December 31, 2024 we had accumulated deficit of $969.6 million compared to an accumulated deficit of $831.9 million as of December 31, 2023.

Our net losses after tax were $49.0 million and $137.7 million for the year ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 we had an accumulated deficit of $1,018.6 million compared to an accumulated deficit of $969.6 million as of December 31, 2024.

We anticipate that we will continue to incur losses until we sufficiently commercialize our technology.

Recent Developments

As previously announced, LanzaTech is focused on shifting its core operations from research and development to globally deploying the Company’s proven technology.

LanzaTech is focused on shifting its core operations from research and development to globally deploying the Company’s proven technology.

We are streamlining our priorities to sharpen our business focus and improve our cost structure and evaluating other liquidity enhancing initiatives, including pursuing capital raising, partnership or asset-related opportunities, and other strategic options.

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

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

and Uses of Capital” herein).

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

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

The Business Combination

On March 8, 2022, AMCI entered into the Merger Agreement with LanzaTech NZ, Inc.

and AMCI Merger Sub, Inc.

(“Merger Sub”).

On February 8, 2023, Merger Sub merged with and into LanzaTech NZ, Inc.

Upon consummation of the Business Combination, the separate corporate existence of Merger Sub ceased, and LanzaTech NZ, Inc.

survived the Business Combination and became a wholly owned subsidiary of AMCI.

In connection with the consummation of the Business Combination, the combined Company was renamed “LanzaTech Global, Inc.”

Recent Developments

Reverse Stock Split and Reduction in Authorized Shares

On August 15, 2025,the Company filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) two Certificates of Amendment to the Company’s Second Amended and Restated Articles of Incorporation to (1) decrease the par value of the Company’s common stock from $0.0001 to $0.0000001 per share (the “Par Value Change”) and increase the number of authorized shares of common stock from 600,000,000 to 2,580,000,000 (the “Authorized Share Increase”), effective 4:59 p.m.

Eastern Time on August 18, 2025, and (2) effect a 1-for-100 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock and proportionately decrease the number of authorized shares of common stock to 25,800,000 (the “Proportionate Authorized Share Decrease” and, together with the Par Value Change, Authorized Share Increase and Reverse Stock Split, the “Charter Amendments”), effective 5:00 p.m.

Eastern Time on August 18, 2025 (the “Reverse Split Effective Time”).

The Charter Amendments were approved by the Board of Directors of the Company and by stockholders of the Company at the Company’s 2025 Annual Meeting of Stockholders held on July 28, 2025, as detailed in the Company’s definitive proxy statement for such annual meeting, filed with the SEC on June 18, 2025 (as supplemented by the proxy supplement filed with the SEC on July 17, 2025).

At the Reverse Split Effective Time, every 100 shares of the Company’s issued and outstanding common stock were automatically reclassified and combined into one share of common stock.

No fractional shares were issued in connection with the Reverse Stock Split.

Instead, any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share at the registered holder and participant level with The Depository Trust Company.

Proportionate adjustments were made to the number of shares of the Company’s common stock underlying the Company’s outstanding equity awards.

With respect to the Company’s warrants, every 100 shares of common stock that may be purchased pursuant to the exercise of warrants prior to the Reverse Split Effective Time represent one share of common stock that may be purchased pursuant to such warrants following the Reverse Split Effective Time.

Correspondingly, the exercise price per share of such warrants has been proportionately increased, such that the exercise price per share of such warrants immediately following the Reverse Stock Split is $1,150, which equals the product of 100 multiplied by $11.50, the exercise price per share immediately prior to the Reverse Stock Split.

The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the rounding of shares to the nearest whole share in lieu of issuing fractional shares).

Unless otherwise indicated, all common stock share and per share data for all periods presented herein have been retroactively adjusted to reflect the Reverse Stock Split and the Par Value Change.

January 2026 Financing and Related Transactions

On January 21, 2026, the Company completed a private placement of its common stock to certain existing and new institutional investors pursuant to subscription agreements, issuing 4,000,000 shares (“Subscribed Shares”) at $5.00 per share for gross proceeds of $20.0 million, and 510,968 bonus shares to such investors (the “January 2026 Financing”).

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

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

Concurrently with the January 2026 Financing and pursuant to the Preferred Stock Purchase Agreement, the Company issued to the Preferred Stockholder the PIPE Warrant.

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

LanzaJet Transaction

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

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

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

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

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

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

As a result of the Series A Transaction, the Company’s ownership interest in LanzaJet decreased from approximately 53% as of December 31, 2025 to approximately 46% on a fully diluted basis as of February 11, 2026.

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

Second Amendment to Note Purchase Agreement

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

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

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

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

Strategic Outlook

During 2025, LanzaTech continued implementing strategic actions designed to streamline commercialization across its operational structure, enhance capital efficiency, and accelerate deployment of its platform technology.

These actions reflect a continued shift away from one-off projects and toward greater execution consistency, capital discipline, and long-term revenue generation.

Under this cohort-based operating model, commercial projects are grouped into cohorts based on their stage of maturity, financing readiness, and offtake progress.

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.

This model is intended to:

• Systematically de-risk execution by applying learnings from prior deployments;

• Align resources and capital allocation around milestone-based progression;

• Build revenue visibility as projects advance toward operations.

As of December 31, 2025, the Company has four projects in its first cohort.

The lead project is nearing completion of offtake negotiations, which we expect will unlock financing capital and serve as a blueprint for future deployments.

Subsequent projects in this cohort are advancing through development pipelines with staged progression aligned to regulatory approvals, customer readiness, and financing, with the earliest targeted to be in first half of 2027.

A portion of anticipated near-term revenue remains linked to projects supported directly or indirectly by U.S.

government programs, including those administered by the Department of Energy (DOE).

Timing of certain project milestones is dependent on government funding processes and related approvals.

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.

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.

The Company continues to actively manage funding risk by pursuing diversified project funding sources, engaging private capital partners, and sequencing project cohorts to align with available capital.

However, 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.

Looking ahead, scaling the cohort-based commercialization model remains central to the Company’s long-term strategy.

Execution will depend on continued access to capital, disciplined project selection, and effective coordination across technical, regulatory, and financing workstreams.

Basis of Presentation

LanzaTech’s consolidated financial statements were prepared in accordance with GAAP.

See Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements for a full description of our basis of presentation.

LanzaTech’s consolidated financial statements were prepared in accordance with U.S.

See Note 2 — Summary of Significant Accounting Policies of our consolidated financial statements for a full description of our basis of presentation.

Key Financial Metrics

The key elements of LanzaTech’s performance for the years ended December 31, 2024 and December 31, 2023 are summarized in the tables below:

The key elements of the Company’s performance for the years ended December 31, 2025 and 2024 are summarized in the tables below:

Years Ended December 31,

2 unchanged sentences

Revenue $ 55,845 $ 49,592 $ 6,253 13 %

Net Loss (137,731) (134,098) (3,633) 3 %

Net income (loss) (48,951) (137,731) 88,780 64 %

Key Performance Indicators:

7 unchanged sentences

30,544 25,970 4,574 18 %

Selling, general & administrative 49,981 50,438 (457) (1) %

Selling, general & administrative expense 47,046 49,981 (2,935) (6) %

Adjusted EBITDA (4)

3 unchanged sentences

(2) Includes revenue from licensing and sales of microbes and media.

(3) Consists of cost of revenues from contracts with customers and grants (exclusive of depreciation), cost of revenue from collaboration agreements (exclusive of depreciation) and cost of revenue from related party transactions (exclusive of depreciation).

(4) Adjusted EBITDA, a non-GAAP financial measure, is calculated as net loss, excluding the impact of depreciation, interest income, net, stock-based compensation, change in fair value of warrant liabilities, change in fair value of SAFE liabilities, change in fair value of the FPA Put Option liability and Fixed Maturity Consideration, change in fair value of the Convertible Note and associated transaction costs, transaction costs on issuance of FPA, loss from equity method investees, net and other one-time costs related to the Business Combination and securities registration on Form S-4, our registration statement on Form S-1, and non-recurring regulatory matters.

(3) Consists of cost of revenues from contracts with customers and grants (exclusive of depreciation), cost of revenues from collaboration agreements (exclusive of depreciation) and cost of revenues from related party transactions (exclusive of depreciation).

(4) Adjusted EBITDA, a non-GAAP financial measure, is calculated as net loss, excluding the impact of depreciation, interest income, net, stock-based compensation expense, change in fair value of warrant liabilities, loss on the Brookfield SAFE extinguishment, change in fair value of the Brookfield SAFE and the Brookfield Loan liabilities, change in fair value of the FPA Put Option liability and Fixed Maturity Consideration (net of interest accretion reversal), change in fair value of the Convertible Note, change in fair value of the PIPE Warrant and loss from equity method investees, net.

Adjusted EBITDA is a supplemental measure that is not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.

2 unchanged sentences

Results of Operations

The results of operations presented below should be reviewed in conjunction with our consolidated financial statements and notes.

The following table sets forth our consolidated results of operations for the periods indicated:

Years Ended December 31,

2024 2023 Variance

(In thousands, except for per share amounts)

Total revenue

Cost of revenues (exclusive of depreciation shown below)

25,970 44,979 (19,009) (42) %

Cost of revenues 1

Operating expenses:

Research and development

(23,823) (30.9) %

Depreciation expense

(1,340) (24.1) %

Selling, general and administrative expense

(2,935) (5.9) %

Total operating expenses

$ 104,457 $ 132,555 $ (28,098) (21.2) %

Loss from operations

29,777 27.3 %

Other income (expense):

Interest income, net 1,214

Other expense, net (17,726) (29,388) 11,662 (40) %

Total other expense, net

(1,948) (61.6) %

Other income (expense), net 41,539

59,265 334.3 %

Total other income (expense), net 42,753 (14,564)

57,317 393.6 %

Loss before income taxes

87,094 70.5 %

Loss from equity method investees, net

$ 88,780 64.5 %

Net loss $ (137,731) $ (134,098) $ (3,633) 3 %

Other comprehensive loss:

Changes in credit risk of fair value instruments (1,096) — (1,096) nm

Changes in credit risk of fair value instruments

2,187 (199.5) %

Foreign currency translation adjustments

(1,164) (938.7) %

Comprehensive loss

Net loss per share - basic and diluted $ (0.70) (0.79)

Weighted-average number of common shares outstanding - basic and diluted 197,579,945 176,023,219

Total revenue decreased $13.0 million, or 21%, in the year ended December 31, 2024, compared to the prior year.

Engineering and other services revenue decreased by $19.4 million, mainly due to a reduction of $28.8 million in revenue from projects with existing customers, which includes a decrease of $19.6 million from three large projects.

This decrease in engineering was offset by an increase from existing projects of $3.2 million and from projects with new customers of $6.2 million in 2024.

The decline in revenue from engineering was offset by an increase in revenue from licensing of $7.8 million and CarbonSmart sales of $2.6 million.

Revenues from Joint Development Agreements (“JDA”) and other contract research decreased by $2.2 million and $1.9 million, respectively.

$ 89,803 64.7 %

(1) exclusive of depreciation

Total revenue increased $6.3 million, or 12.6%, in the year ended December 31, 2025, compared to the same period in the prior year.

The increase was primarily driven by $8.5 million in licensing revenue received from LanzaJet for their sublicensing of our technology.

The increase was also driven by a $6.7 million increase in revenue from sales of CarbonSmart product by expanded commercialization and higher customer adoption.

The increase was partially offset by a $3.8 million reduction in JDA revenue reflecting project completions and the absence of new contracts following workforce reductions.

The increase was also partially offset by a $3.6 million decrease in engineering and other services revenue primarily due to the completion of projects with existing customers and a decrease in revenue from new customers.

Cost of Revenues

Cost of revenue decreased $19.0 million, or 42%, in the year ended December 31, 2024, compared to the prior year, primarily due to the decrease in sales from engineering and other services, with a corresponding decrease in cost of sales of $19.9 million.

Similarly, the decrease in sales of JDAs and other contract research drove a decrease of $1.2 million and $0.6 million in cost of sales, respectively.

These decreases in cost of sales were offset by an increase related to CarbonSmart sales of $2.7 million.

Cost of revenues increased $4.6 million, or 17.6%, in the year ended December 31, 2025, compared to the same period in the prior year.

The increase was primarily driven by a $6.6 million increase in costs associated with CarbonSmart product sales and a $0.6 million increase in engineering and other services, which increases were consistent with higher production and sales volumes during the period.

These increases were partially offset by a $1.9 million decrease in costs related to JDAs, and a $0.8 million decrease in costs associated with other contract

research activities.

The change in cost composition reflects the company’s evolving business model, with a greater share of costs now attributable to product manufacturing and commercialization rather than service-based project activity.

Research and Development

R&D expense increased $8.9 million, or 13%, in the year ended December 31, 2024, compared to the prior year, primarily due to an increase of $10.5 million in external R&D services related to project development costs that are not currently eligible for capitalization nor tied to revenue agreements.

Additionally, there was an increase of $0.2 million in consumables and facilities expenses, compared to the same period last year.

These increases were offset by a decrease of $1.8 million in personnel and contractors expenses related to R&D projects.

R&D expense decreased $23.8 million, or 30.9%, in the year ended December 31, 2025, compared to the same period in the prior year.

The decrease was primarily driven by an $11.2 million reduction in external R&D services expenses related to project development costs.

In addition, personnel and contractor expenses declined by $7.4 million and facilities and consumables expenses decreased by $5.2 million, reflecting the impact of the Company’s cost optimization and organizational streamlining initiatives including headcount reductions implemented during the year.

These reductions align with management’s ongoing focus on prioritizing core R&D programs and improving operating efficiency.

Selling, general and administrative expense

SG&A expense decreased $0.5 million, or 1%, in the year ended December 31, 2024, compared to the prior year .

This was primarily due to a decrease of $0.2 million in professional fees associated with the Business Combination, a decrease of $0.2 million in personnel expenses and contractors, and a decrease of $0.5 million in bad debt expense recorded in the prior year and recovered in the current year.

These decreases were offset by an increase of $0.4 million for facilities and consumable expenses compared to the prior year .

SG&A expense decreased $2.9 million, or 5.9%, in the year ended December 31, 2025, compared to the same period in the prior year.

The decrease was primarily attributable to a $9.6 million reduction in personnel and contractor expenses, driven by headcount reductions during the year and a decline of $1.0 million in facilities-related expenses.

The decrease was partially offset by a $7.7 million increase in professional fees associated with the Company’s restructuring efforts and initiatives to realign business priorities.

Interest income, net

Interest income, net decreased $1.4 million in the year ended December 31, 2024 compared to the prior year .

Interest income, net decreased $1.9 million in the year ended December 31, 2025 compared to the same period in the prior year.

This was primarily attributable to interest earned on lower cash balances held in savings and money market accounts.

Other expense, net

Other expense, net decreased $11.7 million, in the year ended December 31, 2024 compared to the prior year , due to a lower net loss from the change in fair value of our financial instruments in the year ended December 31, 2024, compared to the prior year .

Other Income, net

Other income, net increased $59.3 million in the year ended December 31, 2025 compared to the same period in the prior year.

This increase was primarily driven by a $55.7 million gain related to the change in the fair value of the convertible note (the “Convertible Note”) issued in August 2024 and converted into common stock in May 2025, a $23.2 million gain on the change in fair value of the FPA recorded in the twelve-month period ended December 31, 2024, with no change in the current period.

The PIPE Warrant liability decreased in fair value by $5.7 million as it was reclassified into equity in the third quarter of 2025.

These increases were partially offset by a loss of $23.4 million due to the increase in fair value of the Brookfield Loan from February 14, 2025 through December 31, 2025 and a loss of $2.5 million due to the increase in fair value of the Brookfield SAFE.

Liquidity and Capital Resources

2 unchanged sentences

The following table shows the balances of our cash, cash equivalents and restricted cash as of December 31, 2025 and December 31, 2024:

Years Ended December 31,

(In thousands, except for percentages) 2024 2023 Variance

December 31, December 31,

(In thousands, except for percentages) 2025 2024 Variance % Change

Total cash, cash equivalents, and restricted cash $ 17,051 $ 45,737 $ (28,686) (62.7) %

As of December 31, 2024, compared to December 31, 2023, LanzaTech’s cash, cash equivalents, and restricted cash decreased by $30.5 million, or 40%, primarily due to funding the net loss adjusted for non-cash charges (see cash flow section below) and purchases of property, plant and equipment.

The decrease was offset by the proceeds from the maturity of certain debt securities and the issuance of the Convertible Note.

As of December 31, 2025, compared to December 31, 2024, LanzaTech’s cash, cash equivalents, and restricted cash decreased by $28.7 million , or 62.7% , primarily due to losses from operations and the partial settlement of the Brookfield Loan, partially offset by proceeds from maturity of debt securities held for investment, and preferred stock issuance.

Management continues to evaluate opportunities to preserve liquidity and align expenditures with near-term revenue priorities.

The Company’s expense optimization initiatives, coupled with its project prioritization framework, are intended to improve cash efficiency and extend its operating runway.

However, as discussed above and below under “Going Concern”, obtaining additional financing is essential.

Debt Security Investments

1 unchanged sentence

Treasury and high-quality corporate securities that the Company has both the ability and intent to hold to maturity.

These securities all mature within one year and will provide additional liquidity upon maturity.

As of December 31, 2024, held-to-maturity security investments totaled $12.4 million, compared to $45.2 million as of December 31, 2023.

As of December 31, 2025, held-to-maturity security investments all matured, compared to $12.4 million as of December 31, 2024.

Sources and Uses of Capital

1 unchanged sentence

Our ability to successfully develop products and expand our business depends on many factors, including our ability to meet working capital needs, the availability of equity or debt financing and, over time, our ability to generate cash flows from operations.

As of December 31, 2024, our capital structure consisted of equity (comprising issued capital, and accumulated deficit), the Brookfield SAFE and the Convertible Note.

As of December 31, 2025, our capital structure consisted of equity (comprising issued capital, and accumulated deficit), and the Brookfield Loan.

We are not subject to any externally imposed capital requirements.

As of December 31, 2024, LanzaTech’s outstanding debt comprised the Convertible Note, the Brookfield SAFE, the FPA Put Option liability and the Fixed Maturity Consideration, which are all classified as liabilities for accounting purposes, on its consolidated balance sheets as of December 31, 2024.

On February 14, 2025, the Company and Brookfield entered into a loan agreement and terminated the Brookfield SAFE.

Refer to Note 19 - Subsequent Events in our consolidated financial statements for further information.

On February 3, 2023, LanzaTech, AMCI and ACM ARRT H LLC (“ACM”) executed a Forward Purchase Agreement (the “FPA”).

On the same date, ACM partially assigned its rights under the FPA to Vellar Opportunity Fund SPV LLC - Series 10 (“Vellar”).

ACM and Vellar are together referred to as the “Purchasers”.

Pursuant to the FPA, the Purchasers obtained 5,916,514 shares of common stock (the “Recycled Shares”) on the open market for approximately $10.16 per share (the “Redemption Price”), and the purchase price of approximately $60.1 million was funded by the use of AMCI trust account proceeds as a partial prepayment (the “Prepayment Amount”) for the FPA redemption three years from the date of the Business Combination (the “FPA Maturity Date”).

The FPA Maturity Date may be accelerated, at the Purchasers’ discretion, if the Company’s volume-weighted average share price is below $3.00 per share for any 50 trading days during a 60 day consecutive trading-day period (the “VWAP Trigger Event”) or if the Company is delisted.

On any date following the Business Combination, the Purchasers also had the option to early terminate the arrangement in whole or in part by providing optional early termination notice to the Company (the “Optional Early Termination”).

For those shares early terminated (the “Terminated Shares”), the Purchasers would owe the Company an amount equal to the Terminated Shares times the Redemption Price, which could be reduced in the case of certain dilutive events (“Reset Price”).

At the FPA Maturity Date, the Company is obligated to pay the Purchasers an amount equal to the product of (1) 7,500,000 less the number of Terminated Shares multiplied by (2) $2.00 (the “Maturity Consideration”), which under the FPA is payable at the Company’s option in cash or shares of common stock valued at the average daily VWAP Price (as defined in the FPA) over the 30 scheduled trading days ending on the FPA Maturity Date.

In addition to the Maturity Consideration, on the FPA Maturity Date, the Company is obligated to pay the Purchasers an amount equal to the product of (x) 500,000 and (y) the Redemption Price, totaling $5.1 million (the “Share Consideration”), which under the FPA is payable in cash.

The Company’s volume-weighted average share price was below $3.00 per share for 50 trading days during the 60 day consecutive trading period ended on July 1, 2024.

On July 22, 2024, Vellar notified the Company of the satisfaction of a VWAP Trigger Event, purporting to accelerate the FPA Maturity Date of its portion of the Recycled Shares (i.e., 2,990,000 shares) to July 22, 2024.

Vellar asserts that it is entitled to:

(i) Maturity Consideration of $7.5 million (payable at the Company’s option in cash or shares of common stock valued at the average daily VWAP Price (as defined in the FPA) over 30 scheduled trading days ending on the accelerated FPA Maturity Date of July 22, 2024 of $1.91 per share) and (ii) Share Consideration of approximately $2.5 million, payable in cash, each due and payable on July 24, 2024.

On July 25, 2024, the Company received a notice from Vellar pursuant to the FPA, stating that the Company is in default of its payment obligations.

On July 30, 2024, the Company received a notice of an event of default under the FPA from Vellar that (i) designated such date as the early termination date

of the FPA and (ii) purports to result in an early termination cash payment of approximately $4.2 million becoming due to Vellar (equating to the sum of the Maturity Consideration and the Share Consideration minus the VWAP Price (as defined in the FPA) (as of July 29, 2024) of Vellar’s portion of the Recycled Shares).

On July 24, 2024, LanzaTech filed suit against Vellar, primarily in connection with Vellar’s sale of Recycled Shares, which LanzaTech alleges is in breach of the FPA’s requirement that Recycled Shares be held in a bankruptcy remote special purpose vehicle for the benefit of the Company unless the sale is notified to the Company as part of an early termination, which Vellar did not do.

The outcome of the lawsuit is uncertain, and in the event that the Company does not succeed, the Company may not have sufficient funds or be able to obtain financing from third parties to pay amounts related to the lawsuit.

See Note 17 - Commitments and Contingencies in our consolidated financial statements for further information.

On October 4, 2024, ACM delivered to the Company notice of satisfaction of the VWAP Trigger Event which accelerated the FPA Maturity Date with respect to ACM’s portion of the FPA.

On October 15, 2024 and October 21, 2024, the Company paid in cash to ACM $2.5 million in Share Consideration and $7.5 million in Maturity Consideration, respectively, and ACM subsequently returned its Recycled Shares to the Company.

As a result, the Company’s and ACM’s obligations under the FPA have been fully satisfied and settled as of December 31, 2024.

On May 9, 2024, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) and a Terms Agreement (the “Terms Agreement” and, together with the Sales Agreement, the “ATM Agreements”) with B.

Riley Securities, Inc.

Riley Securities”), pursuant to which the Company may, from time to time and subject to certain conditions such as a floor price, offer and sell through or to B.

Riley Securities, as sales agent or principal, shares of the Company’s common stock, having an aggregate offering price of up to $100 million.

The shares will be offered through or to B.

Riley Securities, acting as agent in connection with agency transactions or as principal in connection with any principal transactions.

Pursuant to the Terms Agreement, the Company will have the right, but not the obligation, from time to time at its sole discretion, for as long as the Sales Agreement remains effective, to direct B.

Riley Securities on any trading day to act on a principal basis and purchase up to the maximum of the lesser of a) 50% of the prior daily trading volume, or b) approximately $0.2 million per day as long as the closing price on the day prior exceeds $1, and approximately up to $0.9 million per week, and up to $40 million per twelve-month period, subject to any applicable limitations pursuant to the rules and regulations of Nasdaq (the aggregate amount so purchased by B.

Riley Securities under the Terms Agreement, the “Commitment”), which Commitment will be included within the aggregate offering price of up to $100 million of common stock sold pursuant to the ATM Agreements;

provided, however, that only one principal sale may be requested per day unless otherwise agreed to by B.

Riley Securities.

As of December 31, 2024, the full capacity of our current ATM equity offering program remained available for issuance.

On August 5, 2024, the Company entered into a Convertible Note Purchase Agreement (the “Convertible Note Purchase Agreement”) with Carbon Direct Capital pursuant to which the Company agreed to sell and issue to Carbon Direct Capital and other purchasers in a private placement transaction (the “Private Placement”) in one or more closings up to an aggregate principal amount of $150 million of convertible notes.

On August 6, 2024, we issued and sold $40.2 million of convertible notes to Carbon Direct Capital pursuant to the Convertible Note Purchase Agreement (the “Convertible Note”).

The gross proceeds from the initial closing was approximately $40 million, before deducting estimated offering expenses.

The Convertible Note bears interest at a fixed rate of 8.00% per annum and will mature on August 6, 2029 (the “Convertible Note Maturity Date”), unless earlier redeemed or converted in accordance with its terms.

The Convertible Note is subject to mandatory conversion for shares of the Company’s common stock upon the completion by the Company of an equity financing prior to the Convertible Note Maturity Date that results in the Company receiving minimum gross proceeds in an amount that is equal to the greater of (i) $40 million and (ii) 50% of the total principal amount under the outstanding Convertible Note immediately following the final closing under the Convertible Note Purchase Agreement (a “Qualified Equity Financing”) at a conversion price equal to the lower of (i) the lowest per-share selling price per share in the Qualified Equity Financing, less a 10% discount and (ii) the Valuation Cap (as defined below).

The Convertible Note is also convertible at the option of the holder upon the completion by the Company of an equity financing prior to the Convertible Note Maturity Date that does not meet

the definition of a Qualified Equity Financing (a “Non-Qualified Equity Financing”) at a conversion price equal to the lower of (i) the lowest per-share selling price in the Non-Qualified Equity Financing and (ii) the Valuation Cap.

The Convertible Note also convertible at the option of the holders any time prior to the Convertible Note Maturity Date at a conversion price equal to the Valuation Cap of $1.25 per share.

The Valuation Cap is subject to adjustment based on the Company’s holdings in LanzaJet, and t he conversion price in all cases is subject to adjustment for stock splits, reclassifications, redesignations, subdivisions, recapitalizations, and dividends.

As of December 31, 2024, no Qualified Equity Financing nor Non-Qualifying Financing events have occurred.

As of December 31, 2025, our outstanding debt comprised the Brookfield Loan, the FPA Put Option liability and the Fixed Maturity Consideration, which are all classified as liabilities for accounting purposes, on our consolidated balance sheets as of December 31, 2025.

For a description of these investments see Note 2 — Summary of Significant Accounting Policies, Note 7 – Brookfield Investments and Note 9 – Forward Purchase Agreement in our consolidated financial statements for further information.

In the normal course of our business, we also enter into purchase commitments or other transactions in which we make representations and warranties that relate to the performance of our goods and services.

2 unchanged sentences

We have recurring net losses and anticipate continuing to incur losses.

We had cash and cash equivalents of $43.5 million, short-term held-to-maturity debt securities of $12.4 million and an accumulated deficit of $(969.6) million as of December 31, 2024, along with cash outflows from operations of $(89.1) million and net loss of $(137.7) million for the year ended December 31, 2024.

We have historically funded our operations through the Business Combination, issuances of equity securities, debt financing, as well as from revenue generating activities with commercial and governmental entities.

In light of the our projected capital expenditures and operating requirements under our current business plan, we are projecting that our existing cash and short-term held-to-maturity debt securities will not be sufficient to fund our operations through the next twelve months from the date of issuance of the consolidated financial statements for the year ended December 31, 2024 included in this Annual Report.

We had cash and cash equivalents of $13.2 million and an accumulated deficit of $(1,018.6) million as of December 31, 2025, along with cash outflows from operations of $(64.9) million and net loss of $(49.0) million for the year ended December 31, 2025.

historically funded our operations through the Business Combination, issuances of equity securities, debt financing, as well as from revenue generating activities with commercial and governmental entities.

In light of the Company’s operating requirements and projected capital expenditure under its current business plan, the Company is projecting that its existing cash and short-term debt securities will not be sufficient to fund its operations through the next twelve months from the date of issuance of the consolidated financial statements for the year ended December 31, 2025 included in this Annual Report.

These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

We are focusing on streamlining our business priorities, taking actions to reduce our cost structure and evaluating other liquidity enhancing initiatives, including pursuing capital raising, partnership or asset-related opportunities, and other strategic options.

The Company is focusing on streamlining its business priorities, taking actions to reduce its cost structure and evaluating other liquidity enhancing initiatives, including pursuing capital raising, partnership or asset-related opportunities, and other strategic options.

In accordance with Accounting Standards Update ("ASU") No.

2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40),” management has evaluated in aggregate the conditions and events that raise substantial doubt regarding the Company’s ability to continue as a going concern through the next twelve months from the date of issuance of the consolidated financial statements for the year ended December 31, 2024 included in this Annual Report and has determined that the Company’s ability to continue as a going concern is dependent on its ability to execute its business plan, raise significant amounts of additional capital and/or implement other strategic options.

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

The Strategic Committee is currently reviewing, evaluating and negotiating the Take-Private Proposal in consultation with our financial advisor and legal counsel.

We are actively pursuing the above actions.

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 our ability to continue as a going concern.

2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40),” management has evaluated in aggregate the conditions and events that raise substantial doubt regarding the Company’s ability to continue as a going concern through the next twelve months from the date of issuance of the consolidated financial statements for the year ended December 31, 2025 included in this Annual Report and has determined that the Company’s ability to continue as a going concern is dependent on its ability to raise significant amounts of additional capital, implement other strategic options, and execute its business plan.

On the Preferred Stock Closing Date, the Company and the Preferred Stockholder entered into the Preferred Stock Purchase Agreement pursuant to which the Company agreed to issue and sell 20,000,000 shares of Preferred Stock (subsequently converted into 3,250,322 shares of our common stock) to the Preferred Stockholder for an aggregate purchase price of $40.0 million.

Additionally, on January 21, 2026, the Company issued and sold a total of 4,000,000 shares of common stock to certain private placement investors at a per share purchase price equal of $5.00, resulting in gross proceeds to the Company of $20.0 million, and also issued 510,968 bonus shares of common stock to such investors.

See “Recent Developments—Convertible Senior Preferred Stock Purchase Agreement” and “Recent Developments—January 2026 Financing and Related Transactions” above for additional information about these transactions.

Management has concluded that the financing transactions completed in 2025 and in January 2026 and our additional plans to raise additional capital, which remain subject to uncertainty, do not alleviate substantial doubt about our ability to continue as a going concern.

The consolidated financial statements for the year ended December 31, 2025 included in this Annual Report do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

The following table provides a summary of our cash flows for the years ended December 31, 2024 and December 31, 2023:

The following table provides a summary of our cash flows for the years ended December 31, 2025 and 2024:

Years Ended December 31,

1 unchanged sentence

Net cash used in operating activities $ (64,854) $ (89,060)

Net cash provided by/(used in) investing activities 28,352 (57,911)

Net cash provided by investing activities 11,150 28,352

Net cash provided by financing activities 25,619 30,213

1 unchanged sentence

Net decrease in cash, cash equivalents and restricted cash $ (28,686) $ (30,547)

$ (30,547) $ (7,426)

Cash Flows Used in Operating Activities

Cash flows used in operating activities decreased $8.2 million, or 8%, in the year ended December 31, 2024 compared to the year ended December 31, 2023.

The decrease is primarily attributable to the lower net loss, net of non-cash items in the year ended December 31, 2024 compared to the prior year.

Additionally, the Company had cash outflows of $4.7 million related to costs incurred for the Business Combination that were classified as cash flows from operating activities during the year ended December 31, 2023, which did not recur in the current year.

Net cash used in operating activities decreased $24.2 million, or 27.2%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.

The decrease was primarily attributable to the company’s

efforts to reduce operational costs and increased revenues during the year ended December 31, 2025 compared to the prior year period.

Cash Flows Provided by Investing Activities

In the year ended December 31, 2024, net cash provided by investing activities was $28.4 million, compared to net cash used by investing activities of $(57.9) million in the year ended December 31, 2023.

The change is primarily driven by the net cash inflows of $33.6 million from more debt securities maturing in the year ended December 31, 2024.

Net cash provided by investing activities was $11.2 million for the year ended December 31, 2025, compared to $28.4 million of net cash provided by investing activities for the year ended December 31, 2024.

The decrease of $(17.2) million was primarily due to lower proceeds from the maturities of debt securities, partially offset by a reduction in capital expenditure.

Cash Flows from Financing Activities

In the year ended December 31, 2024, net cash from financing activities was $30.2 million , compared to net cash provided by financing activities of $148.2 million in the year ended December 31, 2023.

The cash inflow in the prior year was mainly driven by $213.4 million in proceeds from the Business Combination and PIPE financing, partially offset by the FPA prepayment amount of $60.1 million .

In the year ended December 31, 2024, the cash inflow was mainly due to $40.0 million received from the Convertible Note, offset by the settlement of a portion of the FPA for $(10.0) million.

Off-Balance Sheet Arrangements

As of December 31, 2024 and December 31, 2023, we did not engage in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities.

Net cash from financing activities was $25.6 million for the year ended December 31, 2025, compared to net cash provided by financing activities of $30.2 million for the year ended December 31, 2024.

The change was driven by lower cash from financing activities from the issuance of $40.0 million of Series A Preferred Stock and $12.5 million partial repayment of the Brookfield Loan, compared to prior year net financing activities from the issuance of the Convertible Note and the settlement of the FPA.

Critical Accounting Estimates

19 unchanged sentences

We exercise judgment when determining the percentage of completion against the total transaction price initially estimated.

For arrangements with government agencies, we measure the satisfaction of performance obligations over time using the input method which requires judgment when selecting the most indicative measure of such performance.

arrangements with government agencies, we measure the satisfaction of performance obligations over time using the input method which requires judgment when selecting the most indicative measure of such performance.

Convertible Note

The Company has elected to measure the Convertible Note using the fair value option under ASC 825.

The fair value of the Convertible Note is remeasured at each reporting date using a binomial lattice model.

The Company had elected to measure the Convertible Note using the fair value option under ASC 825.

The fair value of the Convertible Note was remeasured at each reporting date using a binomial lattice model.

This model incorporates transaction details such as stock price, contractual terms, conversions scenarios, dividend yield, risk-free rate, adjusted equity volatility, credit rating, market credit spread, and estimated yield.

We regularly reassess our estimates and assumptions as new information becomes available.

Any changes in these estimates are reflected in our financial statements in the period in which they occur.

The effective debt yield and volatility involve unobservable inputs classified as Level 3 of the fair value hierarchy.

The sensitivity of the fair value calculation to these methods, assumptions, and estimates included could create materially different results under different conditions or using different assumptions.

On May 7, 2025, the Company consummated a “Qualified Equity Financing” with the preferred stock issuance, resulting in the conversion of the Convertible Note into 340,543 shares of common stock pursuant to the mandatory conversion provision of the Convertible Note.

Brookfield SAFE Valuation

Under the Brookfield SAFE, we agreed to issue to Brookfield the right to certain shares of Legacy LanzaTech’s capital stock, in exchange for the payment of $50.0 million.

The Brookfield SAFE was classified as a liability on our consolidated balance sheets as of December 31, 2024 and 2023.

The Company elected to record the instrument using the fair value option under ASC 825.

The Brookfield SAFE was classified as a liability on our consolidated balance sheets as of December 31, 2024.

The Company elected to record the instrument using the Fair Value Option (“FVO”) under ASC 825.

The Brookfield SAFE was terminated on February 14, 2025.

Refer to Note 19 - Subsequent Events in our consolidated financial statements for further information.

As of December 31, 2024, we expected to present projects to Brookfield to result in the Brookfield SAFE liability being automatically converted into shares at 75% with the remaining portion to be outstanding until maturity.

We determined the value of the conversion portion, by evaluating the pipeline of potential Brookfield projects in various stages of development, and determining the likelihood that a sufficient number of projects should meet the criteria for investment prior to maturity of the note.

Since the liquidity price was not expected to change during the life of the Brookfield SAFE, the number of shares that Brookfield would receive was fixed.

With respect to the maturity portion, the Brookfield SAFE would not automatically be converted prior to maturity and at maturity, the holder could either convert or receive the remaining principal and interest in cash.

To determine the fair value of the maturity portion, we use the Black-Scholes option pricing model.

The main key inputs to this model is the strike price which is the stated strike price grown at the compounded interest rate until

maturity, the stock price which is the current value of the shares that Brookfield would receive at conversion, the risk-free rate and the expected volatility.

Filing Status

LanzaTech’s revenue was less than $100 million for the year ended December 31, 2023, and the market value of its common stock that was held by non-affiliates (i.e.

public float) did not exceed $560 million as of the last business day of the Company’s second fiscal quarter in 2024, which resulted in the following changes to LanzaTech’s filing status:

• LanzaTech is no longer a large accelerated filer and qualified as a non-accelerated filer as of December 31, 2024.

• LanzaTech qualified as a smaller reporting company as of the last business day of the Company’s second fiscal quarter.

LanzaTech uses certain scaled disclosures as permitted for smaller reporting companies in this Form 10-K, including presenting only the two most recent fiscal years of audited financial statements.

The use of reduced disclosure obligations in this Form 10-K may also make comparison of LanzaTech’s financial statements with other public companies difficult or impossible.

Refer to Note 6 — Brookfield Instruments in our consolidated financial statements for further information.

Brookfield Loan Valuation

The Brookfield Loan is a legal form debt and the Company has elected to apply FVO with the Brookfield Loan classified as a mark-to-market liability.

The fair value of the Brookfield Loan was determined using a scenario-weighted discounted cash flow model on the adjusted remaining portion of the Brookfield Loan.

The discounted cash flow model is based on our best estimate of amounts and timing of future cash flows related to the Brookfield Loan.

Our estimates require judgmental assumptions about (i) the percentage of qualifying projects presented to and funded by Brookfield within the term of the Brookfield Loan, (ii) the weight on each scenarios related to certain business and strategic plans, and (iii) the discount rate.

The sensitivity of the fair value calculation to these method, assumptions, and estimates included could create materially different results under different conditions or using different assumptions.

Series A Convertible Senior Preferred Stock – Mezzanine Equity

On May 7, 2025, the Company issued Series A Convertible Senior Preferred Stock pursuant to the Preferred Stock Purchase Agreement.

Due to contractual provisions that could require redemption upon the occurrence of certain events—such as a deemed liquidation event (e.g., change of control)—that are not solely within the Company’s control, management determined that classification as mezzanine equity (temporary equity) outside of permanent equity was appropriate.

This classification is in accordance with applicable SEC guidance and ASC 480.

The determination of classification requires significant judgment in evaluating the contractual terms of the instrument, including the likelihood and timing of potential redemption events.

Management’s assessment involves consideration of all relevant facts and circumstances at issuance and on an ongoing basis.

These judgments directly affect the Company’s presentation of equity and liquidity metrics and could materially impact future results if redemption becomes probable or if the instrument is subsequently reclassified.

PIPE Warrant – Fair Value Measurement

Effective August 18, 2025, following the Authorized Share Increase and the Proportionate Authorized Share Decrease in connection with the Reverse Stock Split, the Company obtained sufficient authorized but unissued shares to be able to settle the PIPE Warrant in shares when it is due.

As a result, and in accordance with ASC 815-40, the PIPE Warrant no longer met the criteria for liability classification.

The PIPE Warrant was therefore remeasured to fair value immediately prior to reclassification and subsequently reclassified from a current liability to Additional Paid-in Capital within stockholders’ equity.

Changes in the fair value of the PIPE Warrant were

recognized in other income (expense), net within the Company’s consolidated statements of operations and comprehensive loss.

Following this reclassification, no further fair value adjustments will be recognized for the PIPE Warrant so long as the settlement conditions continue to permit equity classification.

The valuation of the PIPE Warrant involves the use of significant unobservable inputs and management judgment.

As of December 31, 2025, the fair value was determined based on the Company’s common stock price, adjusted for the probability of warrant issuance and exercisability, as well as applicable discounts reflecting liquidity, dilution, and other financing-related risks.

Because these assumptions are highly sensitive to changes in market conditions, the fair value of the PIPE Warrant may fluctuate materially from period to period.

Recently Issued and Adopted Accounting Standards

3 unchanged sentences

Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies.

We define Adjusted EBITDA as our net loss, excluding the impact of depreciation, interest income, net, stock-based compensation, change in fair value of warrant liabilities, change in fair value of SAFE liabilities, change in fair value of the FPA Put Option liability and Fixed Maturity Consideration, change in fair value of the Convertible Note and associated transaction costs, transaction costs on issuance of FPA, loss from equity method investees, net and other one-time costs related to the Business Combination and securities registration on Form S-4, our registration statement on Form S-1, and non-recurring regulatory matters.

We define Adjusted EBITDA as our net loss, excluding the impact of depreciation, interest income, net, stock-based compensation expense, change in fair value of warrant liabilities, loss on the Brookfield SAFE extinguishment, change in fair value of the Brookfield SAFE and the Brookfield Loan liabilities (net of interest accretion reversal), change in fair value of the FPA Put Option liability and Fixed Maturity Consideration, change in fair value of the Convertible Note, change in fair value of the PIPE Warrant and loss from equity method investees, net.

We monitor and have presented in this Annual Report Adjusted EBITDA because it is a key measure used by our management and the Board to understand and evaluate our operating performance, to establish budgets, and to develop operational goals for managing our business.

5 unchanged sentences

(i) excludes stock-based compensation expense because it is a significant non-cash expense that is not directly related to our operating performance;

(ii) excludes depreciation expense and, although this is a non-cash expense, the assets being depreciated and amortized

may have to be replaced in the future;

(ii) excludes depreciation expense and, although this is a non-cash expense, the assets being depreciated and amortized may have to be replaced in the future;

(iii) excludes gain or losses on equity method investee;

6 unchanged sentences

(In thousands)

$ (137,731) $ (134,098)

Depreciation 5,567 5,452

Interest income, net

(3,162) (4,572)

Stock-based compensation expense and change in fair value of SAFE and warrant liabilities (1)

Change in fair value of the FPA Put Option and Fixed Maturity Consideration liabilities (net of interest accretion reversal)

23,283 44,300

Stock-based compensation expense and change in fair value of Brookfield SAFE and warrant liabilities (1)

Loss on Brookfield SAFE extinguishment

Change in fair value of the FPA Put Option and Fixed Maturity Consideration liabilities

Change in fair value of Convertible Note and related transaction costs

Transaction costs on issuance of FPA

Change in fair value of PIPE Warrant

Change in fair value of the Brookfield Loan (net of interest accretion reversal)

Change in fair value of the Amended Brookfield Loan

Loss from equity method investees, net

One-time costs related to the Business Combination, initial securities registration and non-recurring regulatory matters (2)

Adjusted EBITDA

__________________

(1) Stock-based compensation expense represents expense related to equity compensation plans.

(2) Represents costs incurred related to the Business Combination that do not meet the direct and incremental criteria per SEC Staff Accounting Bulletin Topic 5.A to be charged against the gross proceeds of the transaction, but are not expected to recur in the future, as well as costs incurred subsequent to deal close related to our securities registration on Form S-4 and our registration statement on Form S-1.

Regulatory matters includes fees related to non-recurring items during the year ended December 31, 2023.

Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, we are not required to provide information required by this item.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis