What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-31 compared with 2025-04-15 · 645 added, 487 removed, 849 unchanged (57% of the section changed)

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Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024

Consolidated Statements of Operations and Comprehensive Loss for the Years E nded December 31, 2024 and 2023

Consolidated Statements of Changes in Redeemable Preferred Stock and Shareholders’ Equity/ Deficit for the Years E nded December 31, 2024 and 2023

C onsolidated Statements of Cash Flows for the Years E nded December 31, 2024 and 2023

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Changes in Mezzanine Equity and Shareholders’ Equity/(Deficit) for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

Notes to Consolidated Financial Statements

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We have audited the accompanying consolidated balance sheets of LanzaTech Global, Inc.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in redeemable convertible preferred stock and shareholders' equity (deficit), and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, changes in mezzanine equity and shareholders' equity (deficit), and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern.

As discussed in Note 2 to the financial statements, the Company is projecting insufficient liquidity to fund operations, which raises substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 2.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Critical Audit Matter

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Topic 606 – Revenue From Contracts With Customers (ASC 606) - Refer to Notes 2 and 5 to the financial statements

Revenue Recognition – Identification and evaluation of relevant terms and conditions in new or amended contracts with customers and application to such contracts of Accounting Standards Codification (ASC) Topic 606 – Revenue From Contracts With Customers (ASC 606) - Refer to Notes 2 and 4 to the financial statements

Description of Critical Audit Matter

The Company earns revenue from the sale of a variety of products and services to its customers including feasibility studies, basic engineering and design services, licensing of technologies, joint development and contract research activities, biocatalysts, and CarbonSmart ethanol.

The terms and conditions of the Company’s contracts with its customers vary and assessing the accounting impact of the terms and conditions of each individual contract involves a significant amount of complexity and requires a high degree of judgement as contracts may contain provisions unique to each arrangement.

The terms and conditions of the Company’s contracts with its customers vary and assessing the accounting impact of the terms and conditions of each individual contract involves a significant amount of complexity and requires a high degree of judgement by management of the Company as contracts may contain provisions unique to each arrangement.

We determined our assessment of the Company’s identification and evaluation of relevant contract terms and conditions and application of ASC 606 to new or amended contracts was a critical audit matter because it required significant audit effort and auditor judgment.

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– Evaluating the Company’s identification of the performance obligation or obligations in the contract.

– Evaluating the Company’s conclusions regarding the timing of recognizing revenue in accordance with ASC 606.

Brookfield SAFE Liability – Conversion to Equity Assumption– Refer to Notes 2 and 7 to the financial statements

– Evaluating the Company’s conclusions regarding the timing and method of recognizing revenue in accordance with ASC 606.

Brookfield Loan Liability – Remaining Amount Deemed to be Repaid Assumption– Refer to Notes 2 and 6 to the financial statements

Description of Critical Audit Matter

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Pursuant to the Brookfield Framework Agreement, the Company agreed to present Brookfield, on an exclusive basis, the opportunity to provide equity financing for carbon capture and transformation projects in the Company’s development pipeline once those projects meet certain defined investment criteria (“Qualifying Projects”).

Pursuant to the Brookfield SAFE Agreement, the Company received $50 million (the “Initial Purchase Amount”) which is repayable in cash, plus interest, on the fifth anniversary of the Brookfield SAFE Agreement.

For each $50 million of aggregate equity funding required for qualifying projects presented to Brookfield, the then-remaining amount of the Initial Purchase Amount will be reduced by $5 million and converted into LanzaTech shares at $10.00 per share.

Interest on a corresponding amount will be forgiven.

A key input into the valuation of the Brookfield SAFE liability is the assumption regarding the portion of the Initial Purchase Amount that will be converted to equity at $10.00 per share (and the corresponding portion of accrued

interest that will be forgiven) as a result of presentation of Qualifying Projects to Brookfield.

The valuation of the Brookfield SAFE liability is highly sensitive to such assumption and selection of the assumption is subjective and requires a high degree of judgment by management of the Company.

We identified the valuation of the Brookfield SAFE Liability as a critical audit matter because its value is highly sensitive to changes in the assumption regarding the portion of the Initial Purchase Amount that will be converted to equity (and the corresponding portion of accrued interest that will be forgiven).

On February 14, 2025, the Company and Brookfield terminated the Brookfield SAFE Agreement and all associated rights and obligations and concurrently entered into a Loan Agreement (“Original Brookfield Loan Agreement”).

Under the Original Brookfield Loan Agreement, the Company was deemed to have borrowed $60 million from Brookfield which was repayable in cash, plus interest, on October 3, 2027 (“Brookfield Loan”).

On July 10, 2025, the Company and Brookfield entered into Amendment No.

1 to the Original Brookfield Loan Agreement (“Amended Brookfield Loan Agreement”) under which the maturity date of the Brookfield Loan was extended to December 3, 2029.

For each $50 million of aggregate equity funding required for Qualifying Projects presented to Brookfield prior to October 3, 2027, $5 million of the remaining outstanding principal amount (“Remaining Amount”), will be deemed to be repaid.

A key input into the valuation of the Brookfield Loan is the assumption regarding the portion of the Remaining Amount, and corresponding interest, that will be deemed to be repaid as a result of presentation of Qualifying Projects to Brookfield.

The valuation of the Brookfield Loan is highly sensitive to such assumption and selection of the assumption is subjective and requires a high degree of judgment by management of the Company.

We identified the valuation of the Brookfield Loan as a critical audit matter because its value is highly sensitive to changes in the assumption regarding the portion of the Remaining Amount, and corresponding interest, that will be

deemed to be repaid.

Evaluating this assumption required a high degree of auditor judgment and significant audit effort to evaluate the sufficiency of audit evidence relating to the Company’s estimate.

How the Critical Audit Matter Was Addressed in the Audit

We assessed the reasonableness of the Company’s conclusions related to the valuation of the Brookfield SAFE liability by performing audit procedures which included the following, among others:

We assessed the reasonableness of the Company’s conclusions related to the valuation of the Brookfield Loan by performing audit procedures which included the following, among others:

– We inspected the Brookfield Framework Agreement and obtained an understanding of its key terms, including the investment criteria that need to be met for a project to be considered a Qualifying Project.

– We inspected the Company’s project development pipeline to assess the nature and quantity of projects that could be developed into Qualifying Projects.

– We made selections of projects from the project development pipeline and made inquiries of management to understand the status of the project relative to meeting the investment criteria and evaluated the reasonableness of the Company’s assessment of the probability the selected project will become a Qualifying Project prior to the fifth anniversary of the Brookfield SAFE Agreement.

– We made a selection from the project development pipeline and made inquiries of management to understand the status of the project relative to meeting the investment criteria and evaluated the reasonableness of the Company’s assessment of the probability the selected project will become a Qualifying Project prior to the October 3, 2027.

– We performed a retrospective review on the status of the projects included in the project development pipeline to evaluate for management bias in developing its assumption.

Accounting for the Series A Convertible Preferred Stock (PIPE) Purchase Agreement – Refer to Notes 2 and 9 to the financial statements

Description of Critical Audit Matter

On May 7, 2025, the Company entered into a Series A Convertible Preferred Stock Purchase Agreement (“PIPE Purchase Agreement”) with a large existing investor (“PIPE Purchaser”) pursuant to which the Company agreed to issue and sell 20,000,000 shares of its preferred stock.

Also pursuant to the PIPE Purchase Agreement, the Company agreed to issue to the PIPE Purchaser a warrant to purchase 7,800,000 shares of common stock under certain circumstances.

The Company’s evaluation of the appropriate accounting model to apply to the financial instruments included within the PIPE Purchase Agreement required significant judgment by management of the Company.

We determined that our audit of the Company’s evaluation of the appropriate accounting model applied to the financial instruments included within the PIPE Purchase Agreement was a critical audit matter because it involved a high degree of challenging and complex auditor judgment, and required significant audit effort, including the need to involve professionals in our firm with expertise in accounting for complex financial instruments.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the accounting for the financial instruments included within the PIPE Purchase Agreement included the following, among others:

– With the assistance of professionals in our firm having expertise in accounting for complex financial instruments, we assessed the reasonableness of the Company’s conclusions as to the appropriate accounting for the financial instruments included within the PIPE Purchase Agreement in accordance with accounting principles generally accepted in the United States by:

– Evaluating the Company’s identification of relevant terms and conditions of the PIPE Purchase Agreement.

– Evaluating the Company's application of available accounting guidance to the financial instruments included within the PIPE Purchase Agreement.

/s/ Deloitte & Touche LLP

April 15, 2025

March 31, 2026

We have served as the Company's auditor since 2021.

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(in thousands, except share and per share data)

2025 December 31,

Current assets:

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Trade and other receivables, net of allowance 9,527 9,456

Contract assets 18,975 28,238

Contract assets, net of allowance 6,541 18,975

Other current assets 10,456 15,030

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Total assets $ 100,207 $ 174,683

Liabilities and Shareholders’ Equity

Liabilities, Mezzanine Equity and Shareholders’ Equity

Current liabilities:

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Non-current contract liabilities 5,896 5,233

Fixed Maturity Consideration — 7,228

FPA Put Option liability 30,015 30,015

Brookfield SAFE liability — 13,223

Brookfield Loan liability 10,900 —

Convertible Note — 51,112

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Total liabilities 90,930 161,236

Shareholders’ Equity

Common stock, $ 0.0001 par value, 600,000,000 and 400,000,000 shares authorized;

Commitments and Contingencies (Note 18)

Mezzanine Equity

Convertible preferred stock, $ 0.0001 par value;

20,000,000 shares authorized as of December 31, 2025 and December 31, 2024;

20,000,000 and no shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Preferred stock - additional paid-in capital 13,167 —

Total mezzanine equity 13,169 —

Shareholders’ Equity/(Deficit)

Common stock, $ 0.0000001 par value, 25,800,000 shares authorized as of December 31, 2025 and December 31, 2024;

2,320,511 and 1,949,157 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively (1)

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Accumulated deficit ( 1,018,554 ) ( 969,603 )

Total shareholders’ equity $ 13,447 $ 114,471

Total liabilities and shareholders' equity $ 174,683 $ 241,624

Total shareholders’ equity/(deficit) ( 3,892 ) 13,447

Total liabilities, mezzanine equity and shareholders' equity

$ 100,207 $ 174,683

(1) All common stock share and per share data for all periods presented have been retroactively adjusted to reflect the 1-for-100 reverse stock split of the Company’s common stock and the decrease in the par value of the Company’s common stock from $ 0.0001 to $ 0.0000001 per share which became effective on August 18, 2025 .

See Note 2, “Summary of Significant Accounting Policies” for further information.

See the accompanying Notes to the Consolidated Financial Statements

LANZATECH GLOBAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share data)

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Interest income, net 1,214 3,162

Other expense, net ( 17,726 ) ( 29,388 )

Total other expense, net ( 14,564 ) ( 24,816 )

Loss before income taxes ( 123,497 ) ( 131,196 )

Income tax expense — —

Other income (expense), net

41,539 ( 17,726 )

Total other income (expense), net

42,753 ( 14,564 )

Loss from equity method investees, net ( 12,548 ) ( 14,234 )

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

$ ( 48,951 ) $ ( 137,731 )

Other comprehensive loss:

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Comprehensive loss

Unpaid cumulative dividends on preferred stock — ( 4,117 )

Net loss allocated to common shareholders $ ( 137,731 ) $ ( 138,215 )

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

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

$ ( 48,900 ) $ ( 138,703 )

Net loss per common share - basic

$ ( 22.27 ) $ ( 69.71 )

Net loss per common share - diluted

$ ( 22.27 ) $ ( 69.71 )

Weighted-average number of common shares outstanding - basic (2)

2,197,935 1,975,799

Weighted-average number of common shares outstanding - diluted (2)

2,197,935 1,975,799

(1) Exclusive of depreciation

(2) All common stock share and per share data for all periods presented have been retroactively adjusted to reflect the 1-for-100 reverse stock split of the Company’s common stock and the decrease in the par value of the Company’s common stock from $ 0.0001 to $ 0.0000001 per share which became effective on August 18, 2025.

See Note 2, “Summary of Significant Accounting Policies” for further information.

See the accompanying Notes to the Consolidated Financial Statements

LANZATECH GLOBAL, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY/ DEFICIT

CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY/(DEFICIT)

(in thousands, except share data)

Common Stock Outstanding Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Shareholders' Equity

Shares Amount

Balance as of December 31, 2023 196,642,451 $ 19 $ 943,960 $ ( 831,872 ) $ 2,364 $ 114,471

Mezzanine Equity Preferred Stock

Additional Paid-in Capital

Total Mezzanine Equity

Common Stock Outstanding

Additional Paid-in Capital

Accumulated Deficit

Accumulated Other Comprehensive Income

Total Shareholders' Equity/(Deficit)

Balance at December 31, 2024

— $ — $ — $ — 1,949,157

Stock-based compensation expense

Net loss — — — ( 137,731 ) — ( 137,731 )

Forward Purchase Agreement Settlement — — 24,084 — — 24,084

— — — — — — 7,279 — — 7,279

— — — — — — — ( 48,951 ) — ( 48,951 )

Issuance of common stock upon exercise of options and vesting of RSUs

Repurchase of equity instruments — — ( 48 ) — — ( 48 )

Treasury Shares ( 2,926,514 ) — — — — —

— — — — 30,811 — — — — —

Issuance of preferred stock, net of issuance costs

20,000,000 2 13,167 13,169 — — — — —

Issuance upon conversion of the Convertible Note

— — — — 340,543 4 8,128 — — 8,132

Reclassification of PIPE warrant to equity

— — — — — — 16,150 — — 16,150

Other comprehensive income, net

— — — — — — — — 1,091 1,091

Foreign currency translation

— — — — — — — — ( 1,040 ) ( 1,040 )

Balance as of December 31, 2025

20,000,000 $ 2 $ 13,167 $ 13,169 2,320,511 $ 23 $ 1,013,195 $ ( 1,018,554 ) $ 1,444 $ ( 3,892 )

See Note 2, “Summary of Significant Accounting Policies” for further information.

See the accompanying Notes to the Consolidated Financial Statements

LANZATECH GLOBAL, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY/ DEFICIT

CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY/(DEFICIT)

(in thousands, except share data)

Redeemable Convertible Preferred Stock Common Stock Outstanding Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Shareholders' Equity

Shares Amount Shares Amount

Balance as of December 31, 2022 29,521,810 $ 480,631 2,382,358 $ — $ 24,783 $ ( 456,245 ) $ 2,740 $ ( 428,722 )

Retroactive application of recapitalization 99,626,583 — 8,039,693 1 ( 1 ) — — —

Adjusted balance, beginning of period 129,148,393 480,631 10,422,051 1 24,782 ( 456,245 ) 2,740 ( 428,722 )

Share-based compensation expense — — — — 14,957 — — 14,957

RSA vesting — — 2,535,825 — — — — —

Repurchase of equity instruments — — ( 771,141 ) — ( 7,650 ) — — ( 7,650 )

Common Stock Outstanding Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Shareholders' Equity

Balance at December 31, 2023 1,966,425 $ 19 $ 943,960 $ ( 831,872 ) $ 2,364 $ 114,471

Stock-based compensation expense — — 13,342 — — 13,342

Net loss — — — ( 137,731 ) — ( 137,731 )

Issuance of common stock upon exercise of options — — 1,661,698 — 2,550 — — 2,550

Exercise of a warrant, Series C and D Preferred Stock 594,309 5,890 — — — — — —

In-kind payment of preferred dividend — 241,529 — — — ( 241,529 ) — ( 241,529 )

Conversion of preferred stock into common stock ( 129,742,702 ) ( 728,050 ) 153,895,644 15 728,035 — — 728,050

Recapitalization, net of transaction expenses (Note 3) — — 28,898,374 3 236,970 — — 236,973

Forward Purchase Agreement prepayment — — — — ( 60,547 ) — — ( 60,547 )

Reclassification of warrants to equity — — — — 4,863 — — 4,863

Forward Purchase Agreement Settlement — — 24,084 — — 24,084

Issuance of common stock upon exercise of options and vesting of RSUs 11,997 — 300 — — 300

Repurchase of equity instruments — — ( 48 ) — — ( 48 )

Treasury Shares ( 29,265 ) — — — — —

Other comprehensive income, net — — — — ( 1,096 ) ( 1,096 )

Foreign currency translation — — — — 125 125

Balance as of December 31, 2024 1,949,157 $ 19 981,638 $ ( 969,603 ) $ 1,393 $ 13,447

See Note 2, “Summary of Significant Accounting Policies” for further information.

See the accompanying Notes to the Consolidated Financial Statements

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited, in thousands)

Years Ended December 31,

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Gain on change in fair value of SAFE and warrant liabilities ( 3,469 ) ( 17,887 )

Loss on change in fair value of the Brookfield Loan 5,310 —

Gain on change in fair value of the Amended Brookfield Loan ( 1,400 ) —

Loss on Brookfield SAFE extinguishment 6,216 —

Loss on change in fair value of the FPA Put Option and the Fixed Maturity Consideration liabilities

Loss on change in fair value of Convertible Note

Provisions for losses on trade and other receivables, net of recoveries

Change in fair value of Convertible Note ( 42,980 ) 11,894

Gain on change in fair value of PIPE Warrant liability ( 8,800 ) —

Gain on partial lease termination ( 60 ) —

Provisions for losses on trade and other receivables and contract assets, net of recoveries 1,994 961

Depreciation of property, plant and equipment 4,227 5,592

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Loss from equity method investees, net 12,548 14,234

Gain from disposal of PPE

Unrealized (Gain)/loss on net foreign exchange

Loss from disposal of property, plant and equipment — ( 25 )

Unrealized Loss on net foreign exchange 610 ( 284 )

Changes in operating assets and liabilities:

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Proceeds from maturity of debt securities 12,408 60,722

Purchase of additional interest in equity method investment — ( 288 )

Origination of related party loan — ( 5,212 )

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

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

Cash Flows From Financing Activities:

Proceeds from the Business Combination and PIPE, net of transaction expenses (Note 3) — 213,381

FPA prepayment — ( 60,096 )

Proceeds from exercise of options 300 2,550

Repurchase of equity instruments of the Company ( 48 ) ( 7,650 )

Proceeds from issuance of preferred stock 15,050 —

Issuance costs related to preferred stock ( 1,881 ) —

Settlement of FPA — ( 10,039 )

Proceeds from exercise of options — 300

Proceeds from issuance of Convertible Note, net — 40,000

Repurchase of equity instruments of the Company — ( 48 )

LANZATECH GLOBAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

Partial settlement of the Brookfield Loan ( 12,500 ) —

Proceeds from PIPE Warrant 24,950 —

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

Effects of currency translation on cash, cash equivalents and restricted cash ( 601 ) ( 52 )

( 52 ) ( 404 )

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

( 30,547 ) ( 7,426 )

Cash, cash equivalents and restricted cash at beginning of period 45,737 76,284

Cash, cash equivalents and restricted cash at end of period $ 17,051 $ 45,737

LANZATECH GLOBAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Supplemental disclosure of non-cash investing and financing activities:

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Right-of-use asset additions — 10,194

Extinguishment of the Brookfield SAFE 13,274 —

Issuance of the Brookfield Loan ( 19,490 ) —

Extinguishment of the Brookfield Loan 12,300 —

Issuance of the Amended Brookfield Loan ( 12,300 ) —

Cashless issuance of equity for Convertible Notes 8,132 —

Non-cash change in lease liability on partial termination 13,025 —

Non-cash change in ROU assets on partial termination ( 13,085 ) —

Non-cash partial reversal of FPA upon settlement — 24,084

Third-party issuance costs for the Convertible Note — 3,169

Reclassification of capitalized costs related to the business combination to equity — 1,514

Cashless conversion of warrants on preferred shares — 5,890

Recognition of public and private warrant liabilities in the Business Combination — 4,624

Reclassification of AM SAFE warrant to equity — 1,800

Conversion of AM SAFE liability into common stock — 29,730

Conversion of Legacy LanzaTech NZ, Inc.

preferred stock and in-kind dividend into common stock — 722,160

Reclassification of FPA Warrants to equity $ — $ 3,063

See the accompanying Notes to the Consolidated Financial Statements.

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LanzaTech Global, Inc., formerly known as AMCI Acquisition Corp.

II (“AMCI”) prior to February 8, 2023 (the “Closing Date”) was incorporated as a Delaware corporation on January 28, 2021.

II (“AMCI”) prior to February 8, 2023, was incorporated as a Delaware corporation on January 28, 2021.

On March 8, 2022, LanzaTech NZ, Inc.

(“Legacy LanzaTech”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AMCI and AMCI Merger Sub, Inc.

(“Legacy LanzaTech”) entered into an Agreement and Plan of Merger with AMCI and AMCI Merger Sub, Inc.

a Delaware corporation and a wholly owned subsidiary of AMCI (“Merger Sub”).

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and its subsidiaries (collectively referred to herein as “the Company”, “LanzaTech” “we”, “us”, “our”).

For more information on the Business Combination, see Note 3 - Reverse Recapitalization .

The Company’s common stock trades under the ticker symbol “LNZA” and its Public Warrants trade under the ticker symbol “LNZAW” on the Nasdaq Stock Market.

The Company is headquartered in Skokie, Illinois, USA.

The Company is a nature-based carbon refining company that transforms waste carbon into the chemical building blocks for consumer goods such as sustainable fuels, fabrics, and packaging that people use in their daily lives.

The Company’s customers leverage its proven proprietary gas fermentation technology platform to convert certain feedstock, including waste carbon gases, into sustainable fuels and chemicals such as ethanol.

The Company is a nature-based carbon refining company that transforms waste carbon into the chemical building blocks for consumer goods such as fuels, fabrics, and packaging that people use in their daily lives.

The Company’s customers leverage its proven proprietary gas fermentation technology platform to convert certain feedstocks, including waste carbon gases, into fuels and chemicals such as ethanol.

The Company performs related services such as feasibility studies, engineering services, and research and development (“R&D”) in biotechnology for commercial and government entities.

The Company also purchases low carbon chemicals produced at customer facilities employing the Company’s technology and sells it under the brand name CarbonSmart.

The Company also purchases chemicals produced at customer facilities employing the Company’s technology and sells them under the brand name CarbonSmart.

The Company has also been developing the capabilities to produce single cell protein as a primary product from its gas fermentation platform.

As of December 31, 2024, licensees of the Company’s technology operated four commercial-scale ethanol plants in China, one plant in Belgium, one in the commissioning phase in India, with others currently in development in various countries.

As a result of the Business Combination, the Company’s common stock trades under the ticker symbol “LNZA” and its Public Warrants trade under the ticker symbol “LNZAW” on the Nasdaq Stock Market.

Prior to the consummation of the Business Combination, the Company’s common shares were listed on Nasdaq Stock Market under the symbol “AMCI” and the Public Warrants were listed on the Nasdaq Stock Market under the symbol “AMCI-W”.

Public Warrants are defined and further described in Note 9 - Forward Purchase Agreement .

As of December 31, 2025, the Company’s technology was operated by licensees at four commercial-scale ethanol plants in China, one plant in Belgium, one in the commissioning phase in India, with others currently in development in various countries.

Unless otherwise indicated, amounts in these financial statements are presented in thousands, except for share and per share amounts.

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All intercompany transactions and balances have been eliminated in consolidation.

For the year ended December 31, 2023, LanzaTech had revenues of less than $100 million and as of the last business day of the Company’s second fiscal quarter in 2024 (the “Measurement Date”), the market value of its common stock that was held by non-affiliates (i.e.

public float) was below $560 million.

As a result, LanzaTech qualified as a “smaller reporting company” or “SRC” on the Measurement Date, as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

The Business Combination is accounted for as a reverse recapitalization as Legacy LanzaTech was determined to be the accounting acquirer under Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”) based on the evaluation of the following facts and circumstances:

• Legacy LanzaTech stockholders have the largest portion of voting rights ( 85.3 % at the closing of the Business Combination) in the Company;

• Legacy LanzaTech’s existing senior management team comprise senior management of the Company;

• The operations of the Company primarily represent operations of Legacy LanzaTech;

• In comparison with AMCI, Legacy LanzaTech has significantly more revenue and total assets.

For more information on the Business Combination, see Note 3 - Reverse Recapitalization .

Variable Interest Entity (“VIE”)

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The Company has recurring net losses and anticipates continuing to incur losses.

The Company had cash and cash equivalents of $ 43,499 , short-term held-to-maturity debt securities of $ 12,374 and accumulated deficit of $( 969,603 ) as of December 31, 2024, along with cash outflows from operations of $( 89,060 ) and net loss of $( 137,731 ) for the year ended December 31, 2024.

The Company had cash and cash equivalents of $ 13,164 , and accumulated deficit of $( 1,018,554 ) as of December 31, 2025, along with cash outflows from operations of $( 64,854 ) and net loss of $( 48,951 ) for the year ended December 31, 2025.

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

In light of the Company’s projected capital expenditure and operating requirements under its current business plan, the Company is projecting that its existing cash and short-term held-to-maturity debt securities will not be sufficient to fund its operations through the next twelve months from the date of issuance of these consolidated financial statements.

In light of the Company’s projected capital expenditure and operating requirements under its current business plan, the Company is projecting that its existing cash will not be sufficient to fund its operations through the next twelve months from the date of issuance of these consolidated financial statements.

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

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2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40),” management has evaluated in aggregate the conditions and events that raise substantial doubt regarding the Company’s ability to continue as a going concern through the next twelve months from the date of issuance of these consolidated financial statements 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 of Directors of the Company (the “Board”) received a preliminary, nonbinding proposal from Carbon Direct Capital Management LLC (“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 $ 40,150 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 the Company’s common stock based on the total number of shares of common stock of the Company outstanding on April 10, 2025.

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

The Company is 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 the Company’s ability to continue as a going concern.

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

See Note 9 – Preferred Stock and PIPE Warrant below.

Additionally, on January 21, 2026, the Company issued and sold a total of 4,000,000 shares of common stock to the 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 Note 19 – Subsequent Events below for additional information.

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

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

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.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.

Significant estimates include the fair value of equity awards granted to both employees and non-employees, valuation of common stock prior to the close of the Business Combination, revenue recognized over time, and Brookfield SAFE obligations, the FPA, the Convertible Note and the Private Placement Warrants.

The Company recognizes revenue over time for certain contracts using the percentage of completion method based an input measure.

Significant estimates include revenue recognized over time, the Brookfield SAFE, the Brookfield Loan, the FPA, the Convertible Note, the Preferred Stock and the IPO Private Placement Warrants.

The Company uses the input method where revenue is recognized on the basis of the Company’s efforts or inputs to the satisfaction of a performance obligation (for example, resources consumed, labor hours expended, costs incurred, time elapsed, or machine hours used) relative to the total expected inputs to the satisfaction of that performance obligation.

Under the input method, the Company exercises judgment and estimation when selecting the most indicative measure of such performance.

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The determination of the Company’s reportable segment is based on the fact that its chief operating decision maker (CODM), identified as the Chief Executive Officer (“CEO”) reviews financial performance and allocates resources at the consolidated level.

See Note 16 - Segment for further details.

See Note 16 — Reportable Segment for further details.

Foreign Currencies

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Cash, cash equivalents and restricted cash $ 17,051 $ 45,737

Trade and Other Receivables

Receivables are reported net of allowances for doubtful accounts.

Trade and Other Receivables and Contract Assets

Receivables and contract assets are reported net of allowances for doubtful accounts.

The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments.

The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of customers, unusual macroeconomic conditions, and historical experience.

The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time

receivables are past due, the financial health of customers, unusual macroeconomic conditions, and historical experience.

As of December 31, 2025 and December 31, 2024, the Company had a balance for doubtful accounts of $ 2,958 and $ 955 , respectively.

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The allowance for credit losses excludes uncollectible accrued interest receivable, which is measured separately.

As of December 31, 2025, the Company did not have HTM debt securities.

Brookfield SAFE

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As a result of the Business Combination, the Brookfield SAFE can be converted into a maximum number of shares of 5,000,000 .

Management has elected to apply the Fair Value Option (“FVO”) under ASC 825, Financial Instruments .

Management elected to apply the Fair Value Option (“FVO”) under ASC 825, Financial Instruments .

As the Brookfield SAFE is accounted for under the FVO, the Brookfield SAFE is classified as mark-to-market liability.

On February 14, 2025, the Company and Brookfield terminated the Brookfield SAFE and all rights and obligations and concurrently entered into a Loan Agreement as defined in Note 19 - Subsequent Events.

On February 14, 2025, the Company and Brookfield terminated the Brookfield SAFE and all rights and obligations and concurrently entered into a Loan Agreement (the “Original Brookfield Loan Agreement”) and recorded a loss of $ 6,216 on the extinguishment reported in the consolidated statements of operations and comprehensive loss .

Brookfield Loan

On February 14, 2025, LanzaTech and Brookfield entered into the Original Brookfield Loan Agreement, with the current termination of the Brookfield SAFE.

Under the Original Brookfield Loan Agreement, Brookfield was deemed to have loaned to LanzaTech, and LanzaTech was deemed to have borrowed from Brookfield $ 60,031 , representing the $ 50,000 under the Brookfield SAFE plus accrued interest at a rate of 8.00 % per annum, compounded annually from October 2, 2022 to and including February

The initial principal payment of $ 12,500 to Brookfield was due on or prior to February 21, 2025 and has been paid.

For each $ 50,000 of aggregate equity funding required for qualifying projects presented to Brookfield in accordance with the Framework Agreement, $ 5,000 of the remaining outstanding principal amount would be deemed to be repaid.

On July 10, 2025, the Company and Brookfield entered into Amendment No.

1 to the Brookfield Loan (the “Amended Brookfield Loan Agreement”).

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

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

The Company accounts f or its warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”).

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The Company has the following warrants (further described hereunder):

Public Warrants and Private Placement Warrants classified as liability (see Note 10 - Fair Value ) and the FPA Warrants classified as equity.

Public Warrants and IPO Private Placement Warrants classified as liability (see Note 10 — Fair Value Measurement ) and the FPA Warrant and PIPE Warrant classified as equity.

As part of AMCI’s initial public offering (“IPO”), AMCI issued warrants to third-party investors.

Each public warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $ 11.50 per share (the “Public Warrants”).

Each public warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $ 1,150 per share (the “Public Warrants”) immediately after the Reverse Stock Split.

Simultaneously with the closing of the IPO, AMCI completed the private sale of warrants.

Each private sale warrant allows the holder to purchase one share of the Company’s common stock at $ 11.50 per share.

Each private sale warrant allows the holder to purchase one share of the Company’s common stock at $ 1,150 per share immediately after the Reverse Stock Split.

Additionally, prior to the consummation of the Business Combination, AMCI issued warrants for the settlement of a working capital loan.

The working capital warrants have the same terms as the private sale of warrants issued at the IPO.

Warrants sold in the private sale at the IPO and the warrants issued to convert the working capital loan are collectively referred to as the “Private Placement Warrants”.

On the Closing Date and as of December 31, 2024, 7,499,924 Public Warrants and 4,774,276 Private Placement Warrants remained outstanding.

On March 27, 2023, the Company issued an aggregate of 2,073,486 warrants to ACM and 2,010,000 warrants to Vellar pursuant to the Forward Purchase Agreement (collectively, the “FPA Warrants”) (see Note 9 - Forward Purchase Agreement, Note 17 - Commitments and Contingencies and Note 19 - Subsequent Events for additional information).

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”.

The Company had 78,081 Public Warrants and 44,661 IPO Private Placement Warrants outstanding as of December 31, 2025.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded at fair value as a component of additional paid-in capital at the time of issuance.

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Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in Other expense, net on the consolidated statements of operations and comprehensive loss.

See Note 19 — Subsequent Events for recent Warrants events.

Forward Purchase Agreement

On February 3, 2023, the Company entered into a FPA with ACM .

On the same date, ACM partially assigned its rights under the FPA to Vellar.

On February 3, 2023, the Company entered into a Forward Purchase Agreement (“FPA”) with ACM ARRT H LLC (“ACM”) .

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

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

Pursuant to the FPA, the Purchasers obtained 5,916,514 common shares (“Recycled Shares”) on the open market for $ 10.16 per share (“Redemption Price”), and such purchase price of $ 60,096 was funded by the use of AMCI trust account proceeds as a partial prepayment (“Prepayment Amount”) for the FPA redemption three years from the date of the Business Combination (the “FPA Maturity Date”).

The FPA Maturity Date may be accelerated, at the Purchasers discretion, if the Company share price trades below $ 3.00 per share for any 50 trading days during a 60 day consecutive trading-day period or the Company is delisted.

On any date following the Business Combination, the Purchasers also have 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”).

Pursuant to the FPA, the Purchasers obtained 5,916,514 common shares (at such date, prior to the Reverse Stock Split) (“Recycled Shares”) on the open market for approximately $ 10.16 per share (at such date, prior to the Reverse Stock Split) (“Redemption Price”), and the purchase price of $ 60,096 was funded by the use of AMCI trust account proceeds as a partial prepayment (“Prepayment Amount”) for the FPA redemption three years from the date of the Business Combination (the “FPA Maturity Date”).

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

The Purchasers have the option to early terminate the arrangement in whole or in part by providing optional early termination notice to the Company (the “Optional Early Termination”).

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

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

In addition to the Maturity Consideration, on the FPA Maturity Date, the Company is obligated to pay to the Purchasers an amount equal to the product of (x) 500,000 and (y) the Redemption Price, totaling $ 5,079 (the “Share Consideration”), which under the FPA is payable in cash.

At the FPA Maturity Date, the Company is obligated to pay the Purchasers an amount equal to (prior to the Reverse Stock Split) the product of (1) 7,500,000 less the number of Terminated Shares multiplied by (2) $ 2.00 (the “Maturity Consideration”), which under the FPA is payable at the Company’s option in cash or shares of common stock

valued at the average daily VWAP Price (as defined in the FPA) over the 30 scheduled trading days ending on the FPA Maturity Date.

In addition to the Maturity Consideration, on the FPA Maturity Date, the Company is obligated to pay the Purchasers an amount equal to the product of (x) 500,000 and (y) the Redemption Price, totaling $ 5,079 (the “Share Consideration”), which under the FPA is payable in cash.

If the Purchasers were to utilize their Optional Early Termination to terminate the FPA early in its entirety, neither the Maturity Consideration nor the Share Consideration would be due to the Purchasers.

The Purchasers’ Optional Early Termination economically results in the prepaid forward contract being akin to a written put option with the Purchasers’ right to sell all or a portion of the 5,916,514 common shares to the Company.

The Company is entitled over the 36-month maturity period to either a return of the prepayment or the underlying shares, which the Purchasers will determine at their sole discretion.

The FPA consists of three freestanding financial instruments which are accounted for as follows:

The FPA consists of three freestanding financial instruments which are accounted for (prior to the Reverse Stock Split) as follows:

1) The total prepayment of $ 60,547 (“Prepayment Amount”), which is accounted for as a reduction to equity to reflect the substance of the overall arrangement as a net repurchase of the Recycled Shares and sale of shares to the Purchasers pursuant to a subscription agreement.

2) The “FPA Put Option” which includes both the in-substance written put option and the portion of the Maturity Consideration in excess of the Minimum Maturity Consideration (the “Variable Maturity Consideration”).

2) The “FPA Put Option”, which includes both the in-substance written put option and the portion of the Maturity Consideration in excess of the Minimum Maturity Consideration (as defined below) (the “Variable Maturity Consideration”).

The FPA Put Option is a derivative instrument the Company has recorded as a liability and measured at fair value.

The initial fair value of the FPA Put Option and subsequent changes in fair value of the FPA Put Option are recorded within Other expense, net on the consolidated statements of operations and comprehensive loss.

The initial fair value of the FPA Put Option and subsequent changes in fair value of the FPA Put Option are recorded within Other income (expense), net on the consolidated statements of operations and comprehensive loss.

3) The “Fixed Maturity Consideration,” which includes the minimum portion of the Maturity Consideration (the “Minimum Maturity Consideration”), calculated as (1) 7,500,000 less 5,916,514 multiplied by (2) $ 2.00 or $ 3,167 , and the Share Consideration.

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The Company has elected to measure these using the FVO under ASC 825, Financial Instruments (“ASC 825”).

The Fixed Maturity Consideration is recorded as a long-term liability on the consolidated balance sheets.

The initial fair value of the Fixed Maturity Consideration and subsequent changes in fair value of the Fixed Maturity Consideration are recorded within other expense, net on the consolidated statements of operations and comprehensive loss.

The Fixed Maturity Consideration was recorded as a long-term liability on the consolidated balance sheets as of December 31, 2023, and was reclassified as described below as of September 30, 2024.

The initial fair value of the Fixed Maturity Consideration and subsequent changes in fair value of the Fixed Maturity Consideration are recorded within other income (expense), net on the consolidated statements of operations and comprehensive loss.

In relation to the FPA, the Company’s volume-weighted average share price was below $ 3.00 per share for 50 trading days during the 60 -day consecutive trading period ended on July 1, 2024 (the “VWAP Trigger Event”).

On July 22, 2024, Vellar notified the Company of a VWAP Trigger Event, purporting to accelerate the FPA Maturity Date of its portion of the Recycled Shares (i.e., 2,999,000 shares) to July 22, 2024.

On July 22, 2024, Vellar notified the Company of a VWAP Trigger Event, purporting to accelerate the FPA Maturity Date of its portion of the Recycled Shares (i.e., 2,999,000 shares at such date, prior to the Reverse Stock Split) to July 22, 2024.

It subsequently delivered to the Company a notice of default under the FPA.

On July 24, 2024, the Company filed suit against Vellar under the FPA, primarily in connection with Vellar’s sale of Recycled Shares (see Note 17 — Commitments and Contingencies ).

As a result, the Company reclassified the Maturity Consideration and the Share Consideration to current liabilities on the consolidated balance sheets and the FPA Put Option excluding the Variable Maturity Consideration portion, which remains in long-term liabilities (refer to Note 9 - Forward Purchase Agreement).

In October 2024, ACM accelerated the FPA Maturity Date with respect to its portion of the FPA in connection with the VWAP Trigger Event, and the Company fully satisfied its obligation to ACM in accordance with the FPA’s provisions (see Note 9 - Forward Purchase Agreement) .

As a result, the Company reclassified the Maturity Consideration and the Share Consideration to current liabilities on the consolidated balance sheets and the FPA Put Option excluding the Variable Maturity Consideration portion remained, in long-term liabilities (refer to Note 10 — Fair Value Measurement ).

Refer to Note 8 — Forward Purchase Agreement and Note 19 — Subsequent Events for further details on the FPA.

Convertible Note

On August 5, 2024, the Company entered into a Convertible Note Purchase Agreement (the “Convertible Note Purchase Agreement”) with Carbon Direct 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 $ 150,000 of convertible notes.

On August 6, 2024, the Company issued and sold a

principal amount of $ 40,150 of convertible notes to Carbon Direct Capital pursuant to the Convertible Note Purchase Agreement (the “Convertible Note”).

The Company has elected the fair value option for the Convertible Note at issuance under ASC 825.

Under this option, the Convertible Note is initially recognized at its fair value as a long-term liability on the consolidated balance sheets with subsequent changes in fair value reflected in earnings.

Interest expense is not recognized separately;

rather, the change in the fair value of the debt, inclusive of interest, market risk, and other factors affecting valuation, is recorded in the consolidated statements of operations and comprehensive loss as a component of other income (expense).

However, the change in fair value attributable to the change in the instrument-specific credit risk is presented separately in other comprehensive income.

Transaction costs of $ 150 were expensed as incurred and included in the consolidated statements of operations and comprehensive loss as a component of Other income (expense).

See Note 8 - Convertible Note .

On August 5, 2024, the Company entered into a Convertible Note Purchase Agreement (the “Convertible Note Purchase Agreement”) with Carbon Direct Fund II Blocker I LLC (“Carbon Direct Capital”) pursuant to which the Company agreed to sell and issue to Carbon Direct Capital and other purchasers in a private placement transaction (the “Private Placement”) in one or more closings up to an aggregate principal amount of $ 150,000 of convertible notes.

On August 6, 2024, the Company issued and sold a principal amount of $ 40,150 of convertible notes to Carbon Direct Capital

pursuant to the Convertible Note Purchase Agreement (the “Convertible Note”).

The Company had elected the fair value option for the Convertible Note at issuance, under ASC 825.

On May 7, 2025, the Company consummated a Qualified Equity Financing with the 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.

Fair Value of Financial Instruments

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The other two revenue streams are:

(1) joint development and contract research activities to develop and optimize novel biocatalysts, related processes and technologies, and (2) supply of chemical building blocks, such as ethanol, for sustainable products made using the Company’s proprietary technologies (referred to as CarbonSmart).

(1) joint development and contract research activities to develop and optimize novel biocatalysts, related processes and technologies, and (2) supply of chemical building blocks, such as ethanol, for products made using the Company’s proprietary technologies (referred to as CarbonSmart).

Revenue is measured based on the consideration specified in a contract with a customer.

The Company records taxes collected from customers and remitted to governmental authorities on a net basis.

The Company’s payment terms are between 30-60 days and can vary by customer type and products offered.

The Company’s payment terms are generally between 30-60 days and can vary by customer type and products offered.

Management has evaluated the terms of the Company’s arrangements and determined that they do not contain significant financing components.

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The Company performs R&D services related to novel technologies and development of biocatalysts for commercial applications, mainly to produce fuels and chemicals.

The Company engages in two main types of R&D services – joint development agreements, and contract research, including projects with the U.S.

Department of Energy and other US or foreign government agencies.

The Company engages in two main types of R&D services – joint development agreements (“JDA”), and contract research, including projects with the U.S.

Department of Energy and other U.S.

or foreign government agencies.

Such services are recognized as a performance obligation satisfied over time.

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Cost of Revenues

The Company’s R&D, engineering, and other direct costs of services and goods related to revenue agreements with customers, related parties, and collaborative partners represent cost of revenue.

The Company’s R&D, engineering, and other direct costs of services and goods related to revenue agreements with customers, related parties, and collaborative partners represent cost of revenues.

Costs include both internal and third-party fixed and variable costs and include materials, supplies, labor, and fringe benefits.

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Years Ended December 31,

Customer A 25 % 6 %

Customer B 13 % 38 %

Stock-Based Compensation

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Contributions to the plan are at the discretion of the Company.

For the years ended December 31, 2024 and 2023, the Company contributed $ 1,539 and $ 1,253 , respectively, to the plan, which contributions are included within Cost of Revenues, Research and

development expense and Selling, general and administrative expense in the consolidated statements of operations and comprehensive loss.

For the years ended December 31, 2025 and 2024, the Company contributed $ 1,014 and $ 1,539 , respectively, to the plan, which contributions are included within Cost of Revenues, Research and development expense and Selling, general and administrative expense in the consolidated statements of operations and comprehensive loss.

The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes .

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The dilutive effect of outstanding awards, if any, is reflected in diluted earnings per share by application of the treasury stock method or if-converted method, as applicable.

Diluted net loss per share is also computed by giving effect to all common stock equivalents of the Company, including equity-classified share-based compensation, the Brookfield SAFE, and warrants, to the extent they are dilutive.

Refer to Note 3 — Net Loss Per Share , for additional information.

Shareholders' Equity

The securities of the Company are represented by common stock and preferred stock, each having $ 0.0001 par value per share.

The securities of the Company are represented by common stock and preferred stock with par value per share of $ 0.0000001 and $ 0.0001 , respectively.

Each common share is entitled to one vote.

With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, all common shares shall participate pro rata in such payment whenever funds are legally available and when declared by the Board of Directors of the Company, subject to the prior rights of holders of all classes of stock outstanding.

On October 2, 2024 , the Company’s stockholders approved an increase in the number of shares of common stock the Company was authorized to issue from 400,000,000 to 620,000,000 .

On August 15, 2025, the Company filed charter amendments that (i) increased authorized common shares to 2,580,000,000 and (ii) effected a 1-for-100 reverse stock split with a proportionate decrease in the number of authorized common shares to 25,800,000 , each effective on August 18, 2025.

As of December 31, 2025, the Company was authorized to issue 45,800,000 shares, of which 25,800,000 shares of capital stock are designated common stock and 20,000,000 shares are designated preferred stock.

Shares issued and outstanding for common stock is presented on the Company’s consolidated balance sheets, and no shares were issued or outstanding for the preferred stock as of December 31, 2024 and 2023, respectively.

Shares issued and outstanding for common stock and preferred stock is presented on the Company’s consolidated balance sheets.

Recently Adopted Accounting Pronouncements

ASU 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”)

In November 2023, the FASB issued ASU No.

2023-07, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.

The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows.

This ASU is effective for public companies with annual periods beginning after December 15, 2023, and interim periods within annual period beginning after December 15, 2024.

The Company adopted the standard in the fourth quarter of 2024.

The adoption did not have a material impact on its consolidated financial statements.

Refer to “ Note 16 — Segment ” for additional information.

ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”)

In December 2023, the FASB issued ASU No.

2023-09, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

The standard is intended to help investors better assess how a company’s operations and related tax risks and tax planning and operational opportunities affect the Company’s tax rate and prospects for future cash flows.

ASU 2023-09 improves disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments to improve the effectiveness of income tax disclosures.

This ASU is effective for public companies with annual periods beginning after December 15, 2024, with early adoption permitted.

The Company adopted this ASU on January 1, 2025, using a prospective approach.

The adoption did not have an impact on the Company’s consolidated financial position, results of operations, or cash flows and resulted only in enhanced income tax disclosures included in this Annual Report.

Recently Issued Accounting Pronouncements

ASU 2025-11, Interim Reporting (“Topic 270”)

In December 2025, the FASB issued ASU No.

2025-11, which improves the navigability of the required interim disclosures and clarifying when that guidance is applicable.

The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods.

The amendments add to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

This ASU is effective for public companies with annual periods beginning after December 15, 2027, and for interim periods within annual periods beginning after December 15, 2028.

The Company is currently evaluating the impact of this new guidance on its related disclosures.

ASU 2025-10, Government Grants (“Topic 832”)

In December 2025, the FASB issued ASU No.

2025-10, which establish the accounting for a government grant received by a business entity, including guidance for (1) a grant related to an asset and (2) a grant related to income.

Among other things, the amendment requires that a government grant received not be recognized until it is probable that the business will comply with the conditions of the grant and will receive the grant, and meet the recognition guidance for a grant.

For grants related to income, the new standard requires entities to present the resulting income either within other income or as a reduction of the related expense, consistent with the nature of the grant.

This ASU is effective for public companies with annual periods beginning after December 15, 2028, and for interim periods within those annual reporting periods.

The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.

ASU 2025-05, Financial Instruments — Credit Losses (“Topic 326”)

In September 2025, the FASB issued ASU No.

2024-05, which allows entities to elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The standard aims to reduce the time and effort necessary to analyze and estimate credit losses for current accounts receivable and

current contract assets.

This ASU is effective for public companies with annual periods beginning after December 15, 2027, and for interim periods within those annual reporting periods.

The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.

ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”)

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The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.

ASU 2024-04, Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”)

In November 2024, the FASB issued ASU No.

2024-04, which provides guidance on the accounting for induced conversions of convertible debt instruments.

The update clarifies that any additional value given to the debt holder as an inducement should be recorded as an expense at the time of conversion.

This standard aims to ensure consistent financial reporting for these types of transactions.

This ASU is effective for public companies with annual periods beginning after December 15, 2025, and interim periods within those annual periods, with early adoption permitted.

The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.

ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”)

In December 2023, the FASB issued ASU No.

2023-09, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

ASU 2023-09 improves disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments to improve the effectiveness of income tax disclosures.

This ASU is effective for public companies with annual periods beginning after December 15, 2024, with early

adoption permitted.

The standard is effective for the Company starting in annual periods in 2025.

The Company has not elected early adoption of ASU 2023-09 and will incorporate required disclosures in its annual financial statements for the year ending December 31, 2025.

Note 3 — Reverse Recapitalization

On February 8, 2023, Legacy LanzaTech and AMCI consummated the merger contemplated by the Merger Agreement (see Note 1 - Description of the Business ).

Immediately following the Business Combination, there were 196,222,737 shares of common stock outstanding with a par value of $ 0.0001 .

Additionally, there were outstanding warrants to purchase 12,574,200 shares of common stock.

As discussed in Note 2 - Summary of Significant Accounting Policies , the Business Combination was accounted for as a reverse recapitalization in accordance with GAAP.

Under this method, while AMCI was the legal acquirer, it has been treated as the “acquired” company for financial reporting purposes.

Accordingly, the Business Combination was treated as the equivalent of pre-combination Legacy LanzaTech issuing stock for the net assets of AMCI, accompanied by a recapitalization.

The net assets of AMCI were stated at historical cost, with no goodwill or other intangible assets recorded.

Operations prior to the Business Combination are those of pre-combination Legacy LanzaTech.

Reported shares and earnings per share available to holders of the Company’s common stock and preferred shares, prior to the Business Combination, have been retroactively restated to reflect the exchange ratio established in the Business Combination (approximately one pre-combination Legacy LanzaTech share to 4.3747 of the Company’s shares).

Upon closing of the Business Combination, the shareholders of AMCI, including AMCI founders, were issued 10,398,374 shares of common stock of the Company.

In connection with the closing, holders of 8,351,626 shares of common stock of AMCI were redeemed at a price per share of approximately $ 10.16 .

In connection with the Closing, 18,500,000 shares of common stock of the Company were issued to PIPE investors.

15,500,000 of those shares were issued at a price per share of $ 10.00 .

The remaining 3,000,000 shares were issued upon conversion of the ArcelorMittal SAFE liability, initially issued in December 2021.

The Company incurred $ 7,223 in transaction costs relating to the Business Combination and recorded those costs against Additional paid-in capital in the consolidated balance sheets.

The number of shares of Class A common stock issued and outstanding immediately following the consummation of the Business Combination and PIPE financing were:

Shares Percentage

Legacy LanzaTech shares 167,324,363 85.3 %

Public stockholders 10,398,374 5.3 %

PIPE shares 18,500,000 9.4 %

Total 196,222,737 100 %

The following table reconciles the elements of the Business Combination and PIPE financing to the consolidated statements of cash flows:

Recapitalization

Cash - AMCI trust account 1

Cash - PIPE financing 155,000

Transaction costs allocated to equity ( 5,709 )

Effect of the Business Combination and PIPE financing $ 213,381

______________

(1) The cash from the AMCI trust account is net of redemptions and the payment of pre-combination AMCI expenses.

The following table reconciles the elements of the Business Combination and PIPE financing to the change in Additional paid-in capital on the consolidated statement of changes in redeemable preferred stock and shareholders' equity/deficit:

Recapitalization

Cash - AMCI trust account $ 64,090

Public Warrants and Private Placement Warrants recorded on the Closing Date ( 4,624 )

Cash - PIPE financing 155,000

Conversion of the AM SAFE 29,730

Transaction costs allocated to equity ( 7,223 )

par value of shares held by PIPE investors and public stockholders ( 3 )

Total additional paid-in capital from recapitalization $ 236,970

Redeemable, Convertible Preferred Stock

Prior to the Business Combination, the Company had six outstanding series of contingently redeemable convertible preferred stock.

All redeemable, convertible preferred stock was converted into common shares on the Closing Date of the Business Combination on a 1 :1 basis.

Immediately before the conversion, all cumulative dividends were declared, totaling a dividend payable of $ 241,529 .

This dividend was paid in-kind and subsequently converted, as a result of the Business Combination, into an additional 24,152,942 common shares.

After the in-kind dividend payment and the conversion, the former preferred shareholders held 153,895,644 common shares.

Note 3 — Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock of the Company outstanding during the period.

Diluted net loss per share is computed by giving effect to all common stock equivalents of the Company, including equity-classified share-based compensation, the Brookfield SAFE, and warrants, to the extent dilutive.

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share amounts):

Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares of the Company outstanding during the period.

The following table presents (in thousands, except share and per share amounts) the calculation of basic and diluted net loss per share for the Company’s common stock and has been retroactively adjusted to reflect the Reverse Stock Split.

See Note 2 — Summary of Significant Accounting Policies ”:

Years Ended December 31,

Net loss for basic and diluted earnings per common share $ ( 137,731 ) $ ( 134,098 )

Unpaid cumulative dividends on preferred stock — ( 4,117 )

Net loss allocated to common shareholders $ ( 137,731 ) $ ( 138,215 )

Weighted-average shares used in calculating net loss per share, basic and diluted 197,579,945 176,023,219

Net loss per common share, basic and diluted (1)

Net loss $ ( 48,951 ) $ ( 137,731 )

Weighted-average number of common shares outstanding - basic 2,197,935 1,975,799

Weighted-average number of common shares outstanding - diluted (1)

2,197,935 1,975,799

Earnings per share:

Net loss per common share - basic $ ( 22.27 ) $ ( 69.71 )

Net loss per common share - diluted $ ( 22.27 ) $ ( 69.71 )

__________________

(1) In periods in which the Company reports a net loss, all common stock equivalents are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on loss per share.

As of December 31, 2024 and 2023, common stock equivalents not included in the computation of loss per share because their effect would be antidilutive included the following:

As of December 31, 2025 and 2024, common stock equivalents not included in the computation of loss per share because their effect would be antidilutive included the following (all amounts are presented on a post-Reverse Stock Split basis).

As of December 31,

Options 137,942 186,588

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Unbilled accounts receivable recognized in trade receivables ( 32,001 ) — —

Decrease on revaluation on currency ( 100 ) ( 27 ) ( 313 )

Allowance on doubtful contract assets ( 1,864 )

Increase on revaluation on currency 227 2 665

Reclassification from long-term to short-term — 2 ( 2 )

Reclassification to revenue as a result of performance obligations satisfied — ( 19,543 ) —

Additions due to LanzaJet sublicense

— 2,687 1,343

Reclassification to revenue because of performance obligations satisfied — ( 12,441 ) —

Balance as of December 31, 2025 $ 6,541 $ 423 $ 5,896

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As of December 31, 2025 and December 31, 2024, the Company had $ 9,527 and $ 9,456 , respectively, of billed accounts receivable, net of allowance.

The increase in current contract liabilities was primarily due to the recognition of the portion of payments in shares received in advance from LanzaJet for the remaining sublicensing performance obligation (refer to Note 6 - Investments for further details), while the decrease in non-current contract liabilities is primarily due to the reclassification to current liabilities for performance obligations that will be completed within one year.

The Company expects to recognize the amounts classified as non-current within two to three years.

The decrease in current contract liabilities was primarily due to the reclassification due to the satisfaction of performance obligations, while the increase in non-current contract liabilities was primarily due to revaluation of foreign exchange currency.

Remaining performance obligations

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HTM Debt Securities

Held to maturity (“HTM”) debt securities are comprised of U.S.

Treasury bills and corporate debt securities.

Held to maturity (“HTM”) debt securities are comprised of corporate debt securities.

HTM debt securities are classified as short-term or long-term based upon the contractual maturity of the underlying investment.

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Corporate debt securities $ 12,374 $ 3 $ ( 6 ) $ 12,371 $ 83

Total HTM Debt Securities $ 12,374 $ 3 $ ( 6 ) $ 12,371 $ 83

December 31, 2023

(in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Accrued Interest

US Treasury bills and notes $ 20,423 $ 6 $ — $ 20,429 $ 14

Corporate debt securities 21,736 14 ( 33 ) 21,717 209

Yankee debt securities 3,000 — ( 8 ) 2,992 43

Total HTM Debt Securities $ 45,159 $ 20 $ ( 41 ) $ 45,138 $ 266

The Company regularly reviews HTM securities for declines in fair values that are determined to be credit related.

As of December 31, 2024 and December 31, 2023, the Company did not have an allowance for credit losses related to HTM securities.

Total $ 12,374 $ 3 $ ( 6 ) $ 12,371 $ 83

As of December 31, 2025, the Company did not have any HTM debt securities.

As of December 31, 2024, the Company did not have an allowance for credit losses related to HTM securities.

Equity investments

The Company’s equity investments consisted of the following (in thousands):

As of December 31, 2025 and December 31, 2024, the Company’s equity investments consisted of the following (in thousands):

2025 December 31,

Equity Method Investment in LanzaJet $ 13,272 $ 4,363

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Total Investment $ 28,262 $ 19,353

On May 13, 2020, the Company contributed $ 15,000 in intellectual property in exchange for a 37.5 % interest (“Original Interest”) of LanzaJet in connection with an investment agreement (“Investment Agreement”).

The Company accounts for the transaction as a revenue transaction with a customer under ASC 606.

The licensing and technical support services provided are recognized as a single combined performance obligation satisfied over the expected period of those services, beginning May 2020 through December 2025.

Under the Investment Agreement, LanzaTech has a right to receive up to an aggregate of 45,000,000 additional LanzaJet shares for no additional consideration if (i) certain other LanzaJet shareholders make additional investments for the funding of the development and operation of commercial facilities that would sublicense the relevant fuel production technology from LanzaJet, or (ii) a non-LanzaJet shareholder sublicenses the Company’s technology through collaboration with LanzaJet, and LanzaTech and the LanzaJet board of directors waive the requirement on a pro-rata basis.

On June 18, 2024, LanzaJet issued to LanzaTech 15,000,000 shares related to the sublicensing of the Company’s technology to a non-LanzaJet shareholder, as the first tranche of the additional consideration per the Investment Agreement.

Under the Original Investment Agreement, LanzaTech had a right to receive up to an aggregate of 45,000,000 additional LanzaJet shares for no additional consideration if (i) certain other LanzaJet shareholders made additional investments for the funding of the development and operation of commercial facilities that would sublicense the relevant fuel production technology from LanzaJet, or (ii) a non-LanzaJet shareholder sublicensed the Company’s technology through collaboration with LanzaJet, and LanzaTech and the LanzaJet board of directors waived the requirement on a pro-rata basis (the “SPE Investment Condition”).

This was accounted for as revenue from contract modification with a cumulative catch-up, net of intra-entity profit elimination, and as an increase in the Company’s equity method investment in LanzaJet.

As a result, LanzaTech’s ownership in LanzaJet increased to 37.01 %.

During the years ended December 31, 2024 and 2023, the Company recognized revenue from this arrangement of $ 11,297 and $ 2,249 respectively, net of intra-entity profit elimination and has associated deferred revenue of $ 5,375 and $ 5,375 as of December 31, 2024 and 2023, respectively.

As a result, LanzaTech’s ownership in LanzaJet increased to 37.01 % as of June 30, 2024.

On October 16, 2025, the Company and other investment parties entered into (i) a Second Amended and Restated Investment Agreement (the “Second A&R LanzaJet Investment Agreement”), (ii) a Second Amended and Restated Stockholders’ Agreement, and (iii) an amendment to the LanzaJet License Agreement (collectively, the “LanzaJet Amendments”).

These amendments updated the structure of the LanzaJet agreements and reflected other modifications agreed to by the LanzaJet investment parties.

Among other changes, the Second A&R LanzaJet Investment Agreement eliminated the SPE Investment Condition and provided that LanzaJet would issue to the Company (1) a second tranche of 15,000,000 LanzaJet shares on a date promptly following the execution of the Second A&R LanzaJet Investment Agreement and (2) a third tranche of 15,000,000 LanzaJet shares no later than December 31, 2025, subject to achieving a certain development milestone.

On December 16, 2025, LanzaTech received its final tranches of LanzaJet common stock, which increases the Company’s ownership percentage and non-controlling interest in LanzaJet to 53.16 %.

These issuances were made pursuant to the Second A&R LanzaJet Investment Agreement and represent the final equity tranches under that agreement.

The shares were issued in accordance with pre-agreed terms and do not reflect any new capital investment by LanzaTech.

During the years ended December 31, 2025 and 2024, the Company recognized revenue from this arrangement of $ 19,843 and $ 11,297 , respectively.

Net intra-entity profits related to this arrangement were $ 15,533 and $ 3,703 for the years ended December 31, 2025 and 2024, respectively.

Intra-entity profits are amortized over a 15-year period through 2034.

In connection with the LanzaJet Note Purchase Agreement as described in Note 15 - Related Party Transactions , LanzaJet issued warrants that are exercisable for $ 0.01 by the holder when the related funds are drawn by LanzaJet.

The warrants held by LanzaTech and other lenders meet the accounting criteria for in-substance common stock at the time the related note commitment is drawn by LanzaJet and the warrants become exercisable.

LanzaTech committed proportionally fewer funds, and therefore received proportionally fewer warrants than the other investors.

Accordingly, when warrants held by other investors become exercisable (and meet the criteria for in-substance common stock), LanzaTech’s ownership

The Company recorded gain on dilution of $ 541 and $ 532 in the years ended December 31, 2024 and 2023, respectively.

During the year ended December 31, 2024, LanzaJet drew additional funds committed in the LanzaJet Note Purchase Agreement and as a result the Company’s ownership in LanzaJet was diluted to 36.33 %.

LanzaTech’s ownership is subject to further dilution if LanzaJet draws additional funds committed in the LanzaJet Note Purchase Agreement and the remaining warrants are exercisable by the holders.

The carrying value of the Company’s equity method investment in LanzaJet as of December 31, 2024 and 2023 was approximately $ 2,100 and $ 3,400 less than its proportionate share of its equity method investees’ book values, respectively.

The basis differences are largely the result of a difference in the timing of recognition of variable consideration to which the Company is entitled in exchange for its contribution of intellectual property to LanzaJet as discussed above.

The variable consideration the Company may receive will be in the form of additional ownership interests and the majority of the basis difference will be reversed in connection with recognition of that variable consideration.

In connection with a sublicense agreement to LanzaJet under the Company’s license agreement with Battelle Memorial Institute (“Battelle”), LanzaTech remains responsible for any failure by LanzaJet to pay royalties due to Battelle.

In connection with the LanzaJet Note Purchase Agreement (see Note 15 — Related Party Transactions) , LanzaJet issued warrants to its lenders that became exercisable at an exercise price of $ 0.01 (at such time, prior to the Reverse Stock Split) upon the drawdown of the related funding commitments.

The warrants are considered in-substance common stock under U.S.

GAAP once the associated funding is drawn and the warrants become exercisable.

The Company committed a proportionally smaller amount of funding relative to other participating investors and, as a result, received fewer warrants.

Accordingly, when warrants held by other investors become exercisable and meet the criteria for in-substance common stock, the Company’s ownership interest in LanzaJet would be diluted.

All such warrants became exercisable during the year ended December 31, 2024.

The Company recorded a gain on dilution of $ 0 and $ 541 during the years ended December 31, 2025 and 2024, respectively.

The carrying value of the Company’s equity method investment in LanzaJet as of December 31, 2025 was $ 13,272 .

As of December 31, 2024, the carrying value of the Company’s equity method investment in LanzaJet was $ 2,100 less than its proportionate share of its equity method investees’ book values.

The carrying value balance went to zero during the first fiscal quarter of 2025 as a result of recording losses against the balance.

Additional losses recorded in the second fiscal quarter were taken against the loans receivable balance bringing it to zero.

The increase in equity method investment is a result of LanzaJet sublicensing the Company’s technology to two of their customers in the fourth quarter of this year.

Any future losses will be first applied to this investment balance in accordance with equity method accounting.

The Company will continue to monitor LanzaJet’s financial results and track its share of any future profits or losses off-balance sheet until profits exceed off-balance sheet losses in which those profits will be recorded to Income (loss) from equity method investees, net in our consolidated statements of operations and comprehensive loss.

In connection with a sublicense agreement to LanzaJet (the “LanzaJet License Agreement”) under the Company’s license agreement (the “Battelle License”) with Battelle Memorial Institute (“Battelle”), LanzaTech remains responsible for any failure by LanzaJet to pay royalties due to Battelle.

The fair value of LanzaTech’s obligation under this guarantee was immaterial as of December 31, 2025 and 2024.

The following table presents summarized aggregated financial information of our equity method investment:

The following table presents summarized aggregated financial information of our LanzaJet equity method investment (in thousands):

Years Ended December 31,

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Net loss attributable to the Company (1)

Years Ended December 31,

$ ( 34,244 ) $ ( 14,775 )

December 31, 2025 December 31, 2024

Selected Balance Sheet Information:

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__________________

(1) The income statement amounts reflect LanzaJet’s activity for the years ended December 31, 2024 and 2023.

(2) The balance sheet information reflects LanzaJet as of December 31, 2024 and 2023.

(1) Net loss attributable to the Company in 2025 includes off balance sheet losses of $ 21.7 million.

See Note 15 — Related Party Transactions , for information on our off balance sheet losses.

On September 28, 2011, the Company contributed RMB 25,800 (approx.

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See Note 15 — Related Party Transactions , for information on revenues, accounts receivable, contract assets and purchases and open accounts payable with the Company’s equity investments.

Note 7 — Brookfield SAFE

On October 2, 2022, the Company entered into the Brookfield SAFE.

Under the Brookfield SAFE, the Company agreed to issue to Brookfield the right to certain shares of its capital stock, in exchange for the payment of $ 50,000 (the “Initial Purchase Amount”).

The Brookfield SAFE is legal form debt.

As a result of the Business Combination, the Brookfield SAFE can be converted into a maximum number of shares of 5,000,000 .

Management has elected to apply the Fair Value Option ("FVO") under ASC 825, Financial Instruments .

As the Brookfield SAFE is accounted for under the FVO, the Brookfield SAFE is classified as a mark-to-market liability.

On the fifth anniversary of the Brookfield SAFE, LanzaTech is required to repay in cash the Initial Purchase Amount less any Non-Repayable Amount (the “Remaining Amount”), as well as interest on such Remaining Amount of 8.0 percent, compounded annually.

For each $ 50,000 of aggregate equity funding required for qualifying projects presented to Brookfield in accordance with the Brookfield Framework Agreement (discussed below), the Remaining Amount will be reduced by $ 5,000 (such cumulative reductions the “Non-Repayable Amount”) and converted into LanzaTech Shares at $ 10.00 per share, which was the share price paid by the PIPE investors in the Business Combination.

Interest on the corresponding amount will be forgiven.

Each project presented must meet certain criteria in order to be considered a qualifying project.

Additionally, Brookfield may, at any time at its option, convert all or a portion of the Initial Purchase Amount less any amount that has already been converted or repaid into shares of LanzaTech capital stock at the same $ 10.00 per share price.

The Brookfield SAFE has not yet converted as a qualifying financing has not yet occurred and no qualified project investments have been presented to Brookfield as of December 31, 2024.

As of December 31, 2024 and 2023, the fair value of the Brookfield SAFE was $ 13,223 and $ 25,150 respectively and was recorded within Brookfield SAFE liability on the consolidated balance sheets.

On February 14, 2025, the Company and Brookfield terminated the Brookfield SAFE and all rights and obligations, and concurrently entered into a Loan Agreement as defined in Note 19 - Subsequent Events.

Note 6 — Brookfield Instruments

On October 2, 2022, the Company entered into the Brookfield SAFE under which the Company agreed to issue to Brookfield the right to certain shares of its capital stock, in exchange for the payment of $ 50,000 (the “Initial Purchase Amount”).

The Brookfield SAFE was legal form debt, however it could be converted into a maximum number of shares of 5,000,000 .

Management elected to apply the Fair Value Option ("FVO") under ASC 825, Financial Instruments .

As the Brookfield SAFE was accounted for under the FVO, the Brookfield SAFE was classified as a mark-to-market liability.

On the fifth anniversary of the Brookfield SAFE, LanzaTech was required to repay in cash the Initial Purchase Amount less any Non-Repayable Amount (the “Remaining Amount”), as well as interest on such Remaining Amount of 8.0 %, compounded annually.

For each $ 50,000 of aggregate equity funding required for qualifying projects presented to Brookfield in accordance with the Brookfield Framework Agreement (discussed below), the Remaining Amount would be reduced by $ 5,000 (such cumulative reductions the “Non-Repayable Amount”) and converted into LanzaTech Shares at $ 10.00 per share.

Interest on the corresponding amount would be forgiven.

Each project presented must have met certain criteria in order to be considered a qualifying project.

On February 14, 2025, the Company and Brookfield terminated the Brookfield SAFE and all rights and obligations, and concurrently entered into the Brookfield Loan (as defined below) .

As of that date, the Brookfield SAFE had not converted as a qualifying financing had not occurred and no qualified project investments had been presented to Brookfield.

The Framework Agreement, as described below, remains in full effect.

Management considered the terms of the Brookfield SAFE and the Brookfield Loan to be substantially different per ASC 470-50 – Debt:

Modifications and Extinguishments .

As such, the exchange of instruments was accounted for as the extinguishment of the Brookfield SAFE and the recognition of a new debt instrument, “the Brookfield Loan”.

As of February 14, 2025, the Company recognized a loss of $ 6,216 on extinguishment of the Brookfield SAFE in other expenses/income on the consolidated statements of operations and comprehensive loss.

Brookfield Framework Agreement

On October 2, 2022, LanzaTech entered into a framework agreement with Brookfield (the “Brookfield Framework Agreement”).

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

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

Under such agreement, LanzaTech agreed to exclusively offer Brookfield the opportunity to acquire or invest in certain projects to construct commercial production facilities employing carbon capture and transformation technology in the U.S., the European Union, the United Kingdom, Canada or Mexico for which LanzaTech is solely or jointly responsible for obtaining or providing equity financing, subject to certain exceptions.

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There had been no investments in projects as of December 31, 2025 or 2024.

Brookfield Loan

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

Under the Original Brookfield Loan Agreement and effective as of the termination of the Brookfield SAFE, Brookfield was deemed to have loaned to LanzaTech, and LanzaTech was deemed to have borrowed from Brookfield $ 60,031 (the “Brookfield Loan”), representing the $ 50,000 initial amount under the Brookfield SAFE plus accrued interest at a rate of 8.00 % per annum, compounded annually from October 2, 2022 to and including February 14, 2025.

The initial principal payment of $ 12,500 to Brookfield was due on or prior to February 21, 2025 and has been paid.

For each $ 50,000

of aggregate equity funding required for qualifying projects presented to Brookfield in accordance with the Framework Agreement, $ 5,000 of the remaining outstanding principal amount (the “Remaining Amount”) under the Original Brookfield Loan Agreement would be deemed to be repaid.

On July 10, 2025, the Company and Brookfield entered into Amendment No.

1 to the Original Brookfield Loan Agreement (the “Amended Brookfield Loan Agreement”).

Under the Amended Brookfield Loan Agreement, (i) the maturity date of the Brookfield Loan is extended from October 3, 2027 to December 3, 2029 (the period from October 4, 2027 to December 3, 2029, the “extension period”), (ii) interest will accrue on a daily basis on the Remaining Amount at (a) 8.00 % per annum, compounded annually, through and including October 3, 2027, (b) 8.00 % per annum, payable quarterly in cash, from October 4, 2027 through and including December 3, 2028 and (c) 12.00 % per annum, payable quarterly in cash, from December 4, 2028 through and including December 3, 2029 and (iii) during the extension period, the deemed repayment provisions set forth in the Original Brookfield Loan Agreement associated with equity funding required for qualifying projects will not apply to eligible projects under the Amended Brookfield Framework Agreement with respect to which Brookfield has (or is deemed to have) delivered a rejection notice.

The Remaining Amount, plus accrued interest will be repayable in cash upon the earlier of (i) December 3, 2029, (ii) the occurrence of certain change of control events or (iii) a breach of the Amended Brookfield Loan Agreement.

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

As of December 31, 2025, no qualifying financing had yet occurred and no qualified project investments had been presented to Brookfield, therefore no portion of the Brookfield Loan was deemed repaid.

As of December 31, 2025, the fair value of the Brookfield Loan was $ 10,900 and was recorded within the Brookfield Loan liability on the consolidated balance sheets.

Refer to Note 10 — Fair Value Measurement for further details on the Brookfield SAFE and the Brookfield Loan’s fair value measurement and liabilities recorded as of December 31, 2025 and associated changes to their respective fair value for the year ended December 31, 2025.

Note 7 — Convertible Note

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On August 6, 2024, the Company issued and sold $ 40,150 principal amount of convertible notes to Carbon Direct Capital pursuant to the Convertible Note Purchase Agreement.

The gross proceeds from the initial closing are approximately $ 40,000 , before deducting estimated offering expenses.

The Convertible Note bears interest at a fixed rate of 8.00 % per annum, which interest will be added to the outstanding principal amount of the Convertible Note on the last day of the applicable interest period (beginning on the date of issuance and ending on and including the earlier of (x) the anniversary date of such issuance and (y) the maturity date, the “Interest Period”);

provided, however, that the Company is permitted to pay all interest payable during an Interest Period in cash pursuant to prior written notice to the Convertible Note holder.

The Convertible Note 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, par value $ 0.0001 per share, 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) $ 40,000 and (ii) 50 % of the total principal amount under the outstanding convertible notes 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 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 is also convertible at the option of the holder 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 had occurred.

The Company elected the fair value option to account for the Convertible Note.

See Note 10 - Fair Value for further details on the liability recorded as of December 31, 2024 and associated losses in the change of its fair value for the year ended December 31, 2024.

The Company incurred $ 3,169 of related transaction costs, which were included with other accrued liabilities of the consolidated balance sheets as of December 31, 2024 and selling, general and administrative expense of the consolidated statements of operations and comprehensive loss for the year ended December 31, 2024.

The gross proceeds from the initial closing were approximately $ 40,000 before deducting estimated offering expenses.

On May 7, 2025, the Company consummated a Qualified Equity Financing with the preferred stock issuance, resulting in conversion of the Convertible Note into 340,543 shares of common stock ( 34,054,337 prior to the Reverse Stock Split) pursuant to the mandatory conversion provision of the Convertible Note.

The fair value adjustment upon conversion was $ 8,132 of which $ 4 was booked to common stock at a par value of $ 0.0000001 and the remaining was recorded in additional paid-in capital in the Company’s consolidated balance sheets.

The change in fair value was a gain of $ 43.0 million and a loss of $ 11.0 million for the years ended December 31, 2025 and 2024, respectively, and was included within other income (expense), net in the Company’s consolidated statements of operations and comprehensive loss.

Note 8 — Forward Purchase Agreement

The FPA consists of the Prepayment Amount, the FPA Put Option and the Fixed Maturity Consideration.

The Prepayment Amount of $ 60,547 is presented as a reduction to Additional paid-in capital in the Company’s consolidated balance sheets.

Expensed transaction costs, representing the stock acquisition fees, in the amount of $ 451 were recorded in Other expense, net on the consolidated statements of operations and comprehensive loss in the year ended December 31, 2023.

On July 22, 2024, Vellar purported to accelerate the FPA Maturity Date with respect to its portion of the Recycled Shares (i.e., 2,999,000 shares) to July 22, 2024 in connection with the VWAP Trigger Event.

The Prepayment Amount of $ 60,547 was recorded as a reduction to additional paid-in capital in the Company’s consolidated balance sheets at inception.

The FPA Put Option and the Fixed Maturity Consideration are recorded as liabilities in the consolidated balance sheets.

On July 22, 2024, Vellar purported to accelerate the FPA Maturity Date with respect to its portion of the Recycled Shares (i.e., 2,999,000 shares at such date, prior to the Reverse Stock Split) to July 22, 2024 in connection with the VWAP Trigger Event.

It subsequently delivered to the Company a notice of default under the FPA.

3 unchanged sentences

As a result, the Company’s and ACM’s obligations under the FPA have been fully satisfied.

The Fixed Maturity Consideration was valued at $ 4,123 as of December 31, 2024, which represents the fair value of the fixed portion of the Share Consideration and the Minimum Maturity Consideration and classified as current in the consolidated balance sheets.

As of December 31, 2023, the Fixed Maturity Consideration was valued at $ 7,228 and was classified as non-current liability in the consolidated balance sheets.

The FPA Put Option was valued at $ 30,015 as of December 31, 2024 and $ 37,523 in December 31, 2023 and were classified as non-current liability in the consolidated balance sheets.

In January 2025, Vellar exercised all of its 2,010,000 FPA Warrants, see Note 17 - Commitments and Contingencies and Note 19 - Subsequent Events for further details.

Note 10 — Fair Value

The Fixed Maturity Consideration was valued at $ 4,123 as of December 31, 2025 and 2024 which represents the fair value of the fixed portion of the Share Consideration and the Minimum Maturity Consideration and was classified as current in the consolidated balance sheets.

The FPA Put Option was valued at $ 30,015 as of December 31, 2025 and 2024 and was classified as non-current liability in the consolidated balance sheets.

On January 23, 2025, the Company issued 1,652,178 shares of common stock pursuant to a cashless exercise of all 2,010,000 FPA Warrants held by Vellar at a $ 0.30 per share exercise price (prior to the Reverse Stock Split).

See Note 19 — Subsequent Events for recent events related to the FPA.

Note 9 — Preferred Stock and PIPE Warrant

Series A Convertible Senior Preferred Stock - Mezzanine Equity

On May 7, 2025 (the “Preferred Stock Closing Date”), the Company and the LanzaTech Global SPV, LLC, an entity controlled by a large existing investor (the “Preferred Stockholder”) entered into a Series A Convertible Senior Preferred Stock Purchase Agreement (as amended by Amendment No.

1 to the Series A Convertible Senior Preferred Stock Purchase Agreement, dated June 2, 2025, and Amendment No.

2 to the Series A Convertible Senior Preferred Stock Purchase Agreement, dated September 22, 2025, the “Preferred Stock Purchase Agreement”) pursuant to which the Company agreed to issue and sell 20,000,000 shares of Series A Convertible Senior Preferred Stock (“Preferred Stock”) to the Preferred Stockholder for $ 2.00 per share for an aggregate purchase price of $ 40.0 million (the “Preferred Stock Issuance”), subject to certain closing conditions described therein, and which shares were convertible at any time at the option of the Preferred Stockholder into 200,000 shares of common stock.

The Preferred Stock Issuance was consummated on the Preferred Stock Closing Date.

Preferential cumulative dividends accrue on each share of Preferred Stock on a daily basis in arrears at 8.0 % per annum and once accrued shall not be declared or paid but shall be added to the liquidation value of such share of Preferred Stock.

Subject to applicable law, u pon the occurrence of a change of control, certain bankruptcy related events, a sale of all or substantially all assets of the Company or a material subsidiary thereof or a material breach by the Company of the terms of the Preferred Stock, the Company is required to make an irrevocable and unconditional offer to holders of the Preferred Stock to redeem all of the then-outstanding shares of Preferred Stock (a “Mandatory Redemption”).

The redemption price for each share of Preferred Stock redeemed in a Mandatory Redemption is equal to an amount per share of 1.5 x its liquidation value plus any accumulated and unpaid dividends that have not been added to the liquidation value as of the relevant date of determination.

Upon the occurrence of certain bankruptcy related events, all outstanding Preferred Stock will be deemed automatically surrendered to the Company, redeemed and extinguished in exchange for a promissory note.

If the Company is prohibited by law from redeeming all shares of Preferred Stock upon a Mandatory Redemption, then the Company shall redeem the maximum aggregate number of shares of Preferred Stock permitted by law, on a pari passu basis.

Any shares of Preferred Stock that are not redeemed pursuant to the immediately preceding sentence shall remain outstanding.

The Company classifies

the Preferred Stock as mezzanine equity (temporary equity) outside of permanent equity on the consolidated balance sheets.

This classification reflects provisions in the Preferred Stock Purchase Agreement that could require redemption of the shares upon the occurrence of a liquidation or deemed liquidation event, such as a change of control, which is not solely within the Company’s control.

See Note 19 — Subsequent Events for discussion of the automatic conversion of all outstanding shares of Preferred Stock into common stock.

Pursuant to the Preferred Stock Purchase Agreement, the Company also agreed to provide the Preferred Stockholder the contingent opportunity to participate in the potential future equity appreciation of the Company in the form of the PIPE Warrant that, similar to a structuring fee, would be issued and exercisable if and only if certain conditions were satisfied prior to May 7, 2026, including obtaining a required stockholder vote and additional Financing meeting specified criteria.

If issued, the PIPE Warrant would provide for the issuance of an aggregate of 7,800,000 shares of common stock at an exercise price equal to $ 0.0000001 per share (subject to adjustments in certain events) and the other terms to be set forth in the PIPE Warrant.

Pursuant to the Preferred Stock Purchase Agreement, the parties agreed that the PIPE Warrant would only be exercised upon consummation of a Subsequent Financing or, with the Preferred Stockholder’s consent, an Other Financing.

The initial form of the PIPE Warrant provided that, if the Conditions to Exercise are satisfied, each PIPE Warrant will be deemed automatically exercised on a cashless, net-exercise basis at such time (the time immediately following such automatic exercise, the “Expiration Time”) and would terminate at the earlier of (i) the Expiration Time and (ii) May 7, 2026.

As discussed under Note 19 — Subsequent Events , the PIPE Warrant with amended terms was issued on January 21, 2026 concurrently with the consummation of the January 2026 Financing.

The PIPE Warrant, as amended, provides that it is exercisable at any time prior to 5:00 p.m.

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

Irrespective of the PIPE Warrant being a contingent instrument for which the conditions to issuance have not been satisfied, under applicable accounting guidance, the PIPE Warrant was required to be classified as a current liability at May 7, 2025 and to be remeasured at fair value at each balance sheet date, with changes in fair value recorded in other income (expense), net within the consolidated statements of operations and comprehensive loss.

As a result, the Company recorded a current liability of $ 24.9 million as of May 7, 2025 based on the closing stock price of the Company’s common stock of $ 0.24 at such date (prior to the Reverse Stock Split) and taking into account the probability that a Subsequent Financing would be consummated.

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, resulting in a fair value of approximately $ 16.2 million, 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 Preferred Stock Purchase Agreement provided that the Subsequent Financing must be consummated, if at all, no later than October 15, 2025.

The Company did not consummate a Subsequent Financing by October 15, 2025 and, as of December 31, 2025, had not consummated an Other Financing.

See Note 19 — Subsequent Events for developments subsequent to December 31, 2025.

Note 10 — Fair Value Measurement

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of December 31, 2025 and December 31, 2024 (in thousands).

All share and per share amounts included below relating to transactions prior to the Reverse Stock Split are presented at pre-split amounts:

December 31, 2025

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$ 6,857 $ — $ — $ 6,857

Convertible Note $ — $ — $ 51,112 $ 51,112

FPA Put Option liability $ — $ — $ 30,015 $ 30,015

Fixed Maturity Consideration and current portion of the FPA Put Option — — 4,123 4,123

Brookfield SAFE liability — — 13,223 13,223

Private Placement Warrants — — 1,432 1,432

Fixed Maturity Consideration and current FPA Put Option liability — — 4,123 4,123

Brookfield Loan liability — — 10,900 10,900

IPO Private Placement Warrants — — 10 10

Public Warrants — — 1 1

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$ 30,136 $ — $ — $ 30,136

Convertible Note $ — $ — $ 51,112 $ 51,112

FPA Put Option liability — — 30,015 30,015

1 unchanged sentence

Brookfield SAFE liability — — 13,223 13,223

Private Placement Warrants — — 3,915 3,915

IPO Private Placement Warrants — — 1,432 1,432

Public Warrants 2,099 — — 2,099

8 unchanged sentences

Maturity Consideration was calculated as 7,500,000 multiplied by $ 2.00 or $ 15,000 , which included the Fixed Maturity Consideration calculated as 7,500,000 less the Terminated Shares multiplied by $ 2.00 , or $ 3,167 .

The following table represents the inputs used in calculating the fair value of the prepaid forward contract and the Fixed Maturity Consideration as of December 31, 2024 and December 31, 2023:

December 31, 2024 December 31, 2023

The following table represents the inputs used in calculating the fair value of the prepaid forward contract and the Fixed Maturity Consideration as of December 31, 2024 on a pre-Reverse Stock Split basis:

December 31, 2024

Stock price $ 1.37

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Expected dividend yield — %

The Company has filed suit against Vellar in July 2024 under the FPA and fully settled with ACM in October 2024 (see Note 9 - Forward Purchase Agreement and Note 17 - Commitments and Contingencies )

The Company filed suit under the FPA against Vellar in July 2024 and fully settled the FPA pursuant to its terms with ACM in October 2024 (see Note 8 — Forward Purchase Agreement, Note 17 — Commitments and Contingencies , and Note 19 — Subsequent Events) .

Convertible Note

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

As of December 31, 2024, no part of the Convertible Note had converted into the Company’s common stock as no Qualified Equity Financing nor Non-Qualifying Financing events have occurred and the holder had not exercised its right to convert.

The fair value of the Convertible Note was estimated using a binomial lattice model.

At issuance, the Company recognized the Convertible Note liability at a fair value of $ 40,150 on August 6, 2024.

Subsequently, the Company remeasured the liability and recognized a decrease of approximately $ 11,743 on the consolidated statements of operations and comprehensive loss within Other expense, net, representing the change in fair value from the initial closing to December 31, 2024, and $ 781 attributable to the change in the instrument-specific credit risk in other comprehensive income.

The following table represents the inputs used in calculating the fair value of the Convertible Note as of December 31, 2024 and August 6, 2024:

December 31, 2024 August 6, 2024

Stock price $ 1.37 $ 1.40

On May 7, 2025, the Company consummated a Qualified Equity Financing with the Series A Preferred Stock Issuance, resulting in the conversion of the Convertible Note into 340,543 shares of common stock pursuant to the mandatory conversion provision of the Convertible Note.

The following table represents the inputs used in calculating the fair value of the Convertible Note as of May 7, 2025 and December 31, 2024:

December 31, 2024

Term (in years)

3 unchanged sentences

Brookfield SAFE

The Brookfield SAFE is legal form debt that the Company has elected to measure using the FVO under ASC 825.

As of December 31, 2024, no part of the Brookfield SAFE had converted to Company common shares as no qualifying projects had been presented to Brookfield yet.

There were no cash flows associated with the Brookfield SAFE as of December 31, 2024.

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

Until its extinguishment on February 14, 2025, the Brookfield SAFE was legal form debt that the Company had elected to measure using the FVO under ASC 825.

As of February 14, 2025, no part of the Brookfield SAFE had converted to Company common shares as no qualifying projects had been presented to Brookfield yet.

There were no cash flows associated with the Brookfield SAFE termination either.

As of February 14, 2025, the Company expected to present projects to Brookfield to result in the Brookfield SAFE liability being automatically converted into shares at 75 %, with the remaining portion to be outstanding until maturity.

For the conversion portion, since the liquidity price was set at the Business Combination, the number of shares that Brookfield receives is fixed.

Based on this expectation, the value of the Brookfield SAFE is equal to the Brookfield SAFE's as-converted value, which is the converted portion of initial purchase amount, divided by the liquidity price, multiplied by the stock price.

Based on this expectation, the value of the Brookfield SAFE is equal to the Brookfield SAFE's as-converted value, which is the converted portion of the initial purchase amount, divided by the liquidity price, multiplied by the stock price.

For the maturity portion, the Brookfield SAFE is not automatically converted prior to maturity.

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On a per share basis the strike price would be $ 14.69 (i.e.

$ 10.00 grown at 8.0 percent until maturity five ( 5 ) years from issuance).

The “stock” price

input would be the current value of the shares that Brookfield would receive at conversion.

On a per share price basis, the stock price input would be the Valuation Date stock price of $ 1.37 .

Based on the portion of the Brookfield SAFE expected to automatically convert and the portion of the Brookfield SAFE expected to remain outstanding until maturity, the estimated fair value of Brookfield SAFE was 13,223 as of December 31, 2024, which is recorded on the consolidated balance sheets.

Significant inputs for Level 3 Brookfield SAFE measurement at December 31, 2024 and December 31, 2023 are as follows:

December 31, 2024 December 31, 2023

$ 10.00 grown at 8.0 % until maturity five ( 5 ) years from issuance).

The “stock” price input would be the current value of the shares that Brookfield would receive at conversion.

On a per share price basis, the stock

price input would be the Valuation Date stock price of $ 0.75 .

Based on the portion of the Brookfield SAFE expected to automatically convert and the portion of the Brookfield SAFE expected to remain outstanding until maturity, the estimated fair value of the Brookfield SAFE was $ 13,274 as of February 14, 2025 prior to its extinguishment.

Significant inputs for Level 3 Brookfield SAFE measurement as of February 14, 2025 and December 31, 2024 are as follows:

February 14, 2025 December 31, 2024

Initial purchase amount $ 50,000 $ 50,000

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Expected volatility

60.0 % 67.5 %

Risk-free interest rate

Expected dividend yield

Public Warrants and Private Placement Warrants

Brookfield Loan

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

As of February 14, 2025, there were no cash flows associated with execution of the Brookfield Loan, however the initial principal payment of $ 12,500 to Brookfield was due on or prior to February 21, 2025 and has been paid.

The Brookfield Loan accrues interest at a rate of (a) 8.00 % per annum, compounded annually through and including October 3, 2027, (b) 8.00 % per annum, payable quarterly in cash, from October 4, 2027 through and including December 3, 2028 and (c) 12.00 % per annum, payable quarterly in cash, from December 4, 2028 through and including December 3, 2029.

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 and the Company’s expectation to present projects to Brookfield to result in the Brookfield Loan liability being deemed as repaid at 50 % as of December 31, 2025.

The remaining portion outstanding is adjusted for repayment at maturity.

Significant inputs for Level 3 Brookfield Loan measurement as of December 31, 2025, July 10, 2025, and February 14, 2025 are as follows:

December 31, 2025

February 14, 2025

Adjusted remaining amount

Term (in years)

Discount rate

40.0 % 40.0 %

Pursuant to the Preferred Stock Purchase Agreement, the Company also agreed to provide the Preferred Stockholder the contingent opportunity to participate in the potential future equity appreciation of the Company in the form of the PIPE Warrant that, similar to a structuring fee, would be issued if and only if certain conditions were satisfied prior to May 7, 2026, including obtaining a required stockholder vote and additional Financing meeting specified criteria.

The initial form of the PIPE Warrant provided that if the Conditions to Exercise are satisfied, the PIPE Warrant will be deemed automatically exercised on a cashless, net-exercise basis at such time (the time immediately following such automatic exercise, the “Expiration Time”).

The PIPE Warrant will terminate at the earlier of (i) the Expiration Time and (ii) May 7, 2026.

As discussed under Note 19 — Subsequent Events , the PIPE Warrant with amended terms was issued on January 21, 2026 concurrently with the consummation of the January 2026 Financing.

The PIPE Warrant, as amended, provides that it is exercisable at any time prior to 5:00 p.m.

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

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

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 Company did not consummate a Subsequent Financing by October 15, 2025 and as of December 31, 2025, had not consummated an Other Financing.

See Note 19 — Subsequent Events for developments subsequent to December 31, 2025.

Public Warrants and IPO Private Placement Warrants

As part of AMCI’s initial public offering (“IPO”), AMCI issued warrants to third-party investors.

Each public warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $ 1,150 per share (the “Public Warrants”).

Simultaneously with the closing of the IPO, AMCI completed the private sale of warrants.

Each private sale warrant allows the holder to purchase one share of the Company’s common stock at $ 1,150 per share.

Additionally, prior to the consummation of the Business Combination, AMCI issued warrants for the settlement of a working capital loan.

The working capital warrants have the same terms as the private sale of warrants issued at the IPO.

Warrants sold in the private sale at the IPO and the warrants issued to convert the working capital loan are collectively referred to as the “IPO Private Placement Warrants”.

In connection with the IPO, the Company has 78,081 Public Warrants and 44,661 IPO Private Placement Warrants outstanding as of December 31, 2025.

For the Public Warrants, the Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value.

Changes in fair value are recorded in Other expense, net within the consolidated statements of operations and comprehensive loss.

The Company recognized decreases in the fair value of the liability of $ 1,600 during the year ended December 31, 2024 compared to an increase of $ 1,224 in 2023.

The fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model.

For the year ended December 31, 2024, the Company recognized a decrease in the fair value of $ 2,483 compared to a decrease of $ 1,766 for the prior year.

Changes in fair value are recorded on the consolidated statements of operations and comprehensive loss within Other expense, net.

The following table represents the weighted average inputs used in calculating the fair value of the Private Placement Warrants outstanding as of December 31, 2024 and December 31, 2023:

Changes in fair value are recorded in other income (expense), net within the consolidated statements of operations and comprehensive loss.

The Company recognized decreases in the fair value of the liability of $ 2,098 and $ 1,600 during the years ended December 31, 2025 and 2024, respectively.

The fair value of the IPO Private Placement Warrants was estimated using a Black-Scholes option pricing model.

The Company recognized decreases in fair value of the liability of $ 1,422 and $ 2,483 for the years ended December 31, 2025 and 2024, respectively.

Changes in fair value are recorded on the consolidated statements of operations and comprehensive loss within other income (expense), net.

The following table represents the weighted average inputs used in calculating the fair value of the IPO Private Placement Warrants outstanding as of December 31, 2025 and December 31, 2024.

December 31, 2025 amounts reflect post-reverse Stock Split figures, whereas December 31, 2024 amounts reflect pre-Reverse Stock Split figures:

December 31, 2025 December 31, 2024

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The following tables represent reconciliations of the fair value measurements of the assets and liabilities using significant unobservable inputs (Level 3) (in thousands):

Convertible Note FPA Put Option Fixed Maturity Consideration Brookfield SAFE Private Placement Warrants

Convertible Note PIPE Warrant

FPA Put Option Fixed Maturity Consideration Brookfield SAFE Brookfield Loan IPO Private Placement Warrants

Balance as of January 1, 2025

$ ( 51,112 ) $ — $ ( 30,015 ) $ ( 4,123 ) $ ( 13,223 ) $ — $ ( 1,432 )

Issuance of the Convertible Note ( 40,150 ) — — — —

Partial settlement of Forward Purchase Agreement — 30,000 4,123 — —

(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss

Extinguishment of the Brookfield SAFE — — — — 13,274 — —

Issuance of PIPE Warrant

— ( 24,950 ) — — — — —

Issuance of the Brookfield Loan — — — — — ( 19,490 ) —

Partial settlement of the Brookfield Loan — — — — — 12,500 —

Extinguishment of the Brookfield Loan — — — — — 12,300 —

Issuance of the Amended Brookfield Loan — — — — — ( 12,300 ) —

Reclassification of PIPE Warrant to equity — 16,150 — — — — —

Conversion of Convertible Note to common stock

8,132 — — — — — —

(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss 42,980 8,800 — — ( 51 ) ( 3,910 ) 1,422

Balance as of December 31, 2025 $ — $ — $ ( 30,015 ) $ ( 4,123 ) $ — $ ( 10,900 ) $ ( 10 )

FPA Put Option

Fixed Maturity Consideration FPA Warrants

Warrants on Preferred Shares AM SAFE liability AM SAFE warrant Brookfield SAFE Private Placement Warrants

Convertible Note FPA Put Option Fixed Maturity Consideration Brookfield SAFE IPO Private Placement Warrants

Balance as of January 1, 2024 $ — $ ( 37,523 ) $ ( 7,228 ) $ ( 25,150 ) $ ( 3,914 )

Recognized as a result of the Business Combination — — — — — — — ( 2,148 )

(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss

Issuance of the Convertible Note

( 40,150 ) — — — —

Conversion of warrants to preferred shares — — — 5,889 — — — —

Conversion of SAFE liability to equity classification

Partial settlement of Forward Purchase Agreement

— 30,000 4,123 — —

Reclassification of warrant to equity

(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss

( 10,962 ) ( 22,492 ) ( 1,018 ) 11,927 2,482

33 unchanged sentences

There are tax years which remain subject to examination in various other state and foreign jurisdictions that are not material to the Company's financial statements.

The components of (loss) income before income taxes and loss from equity method investees, net are as follows (in thousands):

The components of loss before income taxes, net are as follows (in thousands):

Years Ended December 31,

United States

Foreign ( 1,508 ) ( 78 )

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

The Company does not have any current or deferred taxes in either the United States or its foreign operations.

The following table is a reconciliation of income taxes computed at the statutory federal income tax rate (21.0% federal income tax rate in the United States for 2024 and 2023) to the income tax expense (benefit) reflected in the consolidated statement of operations and comprehensive loss (in thousands, except percentages):

Years Ended December 31,

We adopted ASU 2023-09, Improvements to Income Tax Disclosures, prospectively.

A reconciliation of the U.S.

federal statutory income tax rate to our effective tax rate pursuant to the disclosure requirements of ASU 2023-09 is as follows (in thousands, expect percentages):

Year Ended December 31,

Income tax (benefit) at the statutory federal income tax rate

State and local taxes

State and local taxes ( 2,228 ) 4.6 %

Valuation allowance 2,228 ( 4.6 ) %

Foreign tax effects

Foreign tax rate differential

Valuation allowance

Other foreign jurisdictions

Valuation allowance

Nondeductible or nontaxable items

Nondeductible loss on stock

Share-based compensation

Total income tax expense (benefit)

The following table is a reconciliation of income taxes computed at the statutory federal income tax rate (21.0% federal income tax rate in the United States for 2024) to the income tax expense (benefit) reflected in the consolidated statement of operations and comprehensive loss (in thousands, except percentages):

Year Ended December 31,

Income tax (benefit) at the statutory federal income tax rate

Foreign tax rate differential

State and local taxes

3 unchanged sentences

Expiring NOLs

1,109 ( 0.8 ) % — — %

Other 3,644 ( 2.6 ) % ( 265 ) 0.2 %

Total income tax expense (benefit)

6 unchanged sentences

Operating lease liability 5,156 9,551

Accrued bonus — —

Accrued expenses 82 168

14 unchanged sentences

At December 31, 2025 and 2024, the net operating loss and credit carryforwards were comprised of $ 469,278 and $ 376,507 in the United States,$ 41,833 and $ 34,019 in state and local jurisdictions, $ 49,481 and $ 45,456 in foreign jurisdictions, respectively.

At December 31, 2024 and 2023, the Company had net operating loss carryforwards of approximately $ 148,511 and $ 144,588 , respectively, that expire in various years from 2024 through 2044, plus $ 272,391 and $ 215,891 , respectively, for which there is no expiration date.

At December 31,

2025 and 2024, the Company had net operating loss carryforwards of approximately $ 155,787 and $ 148,511 , respectively, that expire in various years from 2026 through 2045, plus $ 370,202 and $ 272,391 , respectively, for which there is no expiration date.

Section 382 of the Internal Revenue Code imposes an annual limitation on the utilization of net operating loss carryforwards based on a statutory rate of return and the value of the corporation at the time of a “change of ownership” as defined by Section 382.

15 unchanged sentences

The Company has no other ongoing tax examinations with domestic or foreign taxing authorities.

During 2021, the Company migrated its country of domicile from New Zealand to Delaware in the United States.

On migration, the Company was deemed to have disposed of all its assets and liabilities to a third-party at market value which resulted in taxable income to the Company for New Zealand income tax purposes.

The migration to Delaware is classified as a tax-free reorganization for U.S.

federal income tax purposes.

The Organization for Economic Co-operation and Development (OECD) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar 2.0), with certain aspects of Pillar 2.0 effective January 1, 2024 and other aspects effective January 1, 2025.

While it is uncertain whether the U.S.

will enact legislation to adopt Pillar 2, certain countries in which the Company operates, have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar 2.

The Company does not anticipate Pillar 2 to have material impacts on its effective tax rate, financial position or cash flows.

In July 2025, the One Big Beautiful Bill Act (OBBBA) was enacted.

Key income tax-related provisions of the OBBBA include the repeal of mandatory capitalization of research and development expenditures under Internal Revenue Code Section 174, extension of bonus depreciation, and revisions to international tax regimes.

The Company recognized the impacts of OBBBA as part of its 2025 financial statements while maintaining a full valuation allowance.

The OECD has issued a framework for a global minimum tax (Pillar Two), and certain jurisdictions have enacted related legislation.

At this time, we do not expect the adoption of such legislation to have a material effect on our results of operations, financial position or cash flows.

Note 14 — Share-Based Compensation

In 2023, the Company adopted the LanzaTech Long-Term Incentive Plan (the “LTIP”) in conjunction with the closing of the Business Combination.

The LTIP provides for grants of a variety of awards to employees, directors, and other service providers to the Company, including, but not limited to stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards and other stock-based awards or cash incentives.

The LTIP provides for grants of a variety of awards to employees, directors, and other service providers to the Company, including, but not limited to stock options, stock appreciation rights (“SARs”), restricted stock units (“RSUs”), performance awards and other stock-based awards or cash incentives.

As of December 31, 2025, the Company is authorized to issue 313,668 awards under the LTIP.

Prior to the effective date of the closing of the Business Combination, the Company granted awards under the LanzaTech NZ Inc.

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Equity Classified Awards:

Restricted Stock Units

Under the LTIP, the Company has granted two types of RSUs:

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Both components must be met for the award to vest.

The market-based RSUs are subject to a three-year annual pro-rata vesting schedule whereby the awards generally vest in three equal tranches on the first, second, and third anniversaries of

the vesting commencement date, subject to grantee’s continued service through each vesting date.

The market-based RSUs are subject to a three-year annual pro-rata vesting schedule whereby the awards generally vest in three equal tranches on the first, second, and third anniversaries of the vesting commencement date, subject to grantee’s continued service through each vesting date.

The market-based vesting component is satisfied if on any date during the period beginning on the 151 st date following the vesting commencement date and ending on the fifth anniversary of the vesting commencement date, the average closing price of a share of the Company’s common stock, equals or exceeds $ 1,150 , determined using the closing share price from the 20 trading days preceding such determination date.

A summary of the unvested time-based and market-based equity-classified RSUs are presented in the following table:

A summary of the unvested time-based and market-based RSUs for the year ended December 31, 2025, were as follows:

Time-based RSUs Market-based RSUs

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40 $ 322.27 37 $ 170.11

Granted 2,401 3.00 — —

Vested ( 1,151 ) 3.49 ( 253 ) 1.61

( 16 ) 324.74 — 0.00

Cancelled/forfeited

( 11 ) 323.01 ( 1 ) 161.00

Non-vested Outstanding at December 31, 2025

The Company recorded compensation expense related to the time-based RSUs of $ 5,355 for the year ended December 31, 2024.

Unrecognized compensation cost as of December 31, 2024 was $ 8,444 and will be recognized over a weighted average of 1.75 years.

The Company recorded compensation expense related to the market-based RSUs of $ 1,958 for the year ended December 31, 2024.

Unrecognized compensation costs as of December 31, 2024 was $ 896 and will be recognized over a weighted average of 1.03 years.

13 $ 318.62 36 $ 170.29

Compensation expense related to the time-based RSUs was $ 3,130 and $ 5,355 for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, $ 1,811 of unrecognized compensation cost related to time-based RSUs will be recognized over a weighted-average period of 1.03 years.

Compensation expense related to the market-based RSUs was $ 639 and $ 1,958 for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, $ 91 of unrecognized compensation costs related to market-based RSUs will be recognized over a weighted-average period of 0.31 years.

Stock Options

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The below tables reflect the stock options granted prior to the Business Combination multiplied by the exchange ratio and the weighted average exercise price divided by the exchange ratio.

Stock option awards outstanding as of December 31, 2024 and changes during the period ended December 31, 2024 were as follows:

Stock option awards outstanding as of December 31, 2025 and changes during the year ended December 31, 2025, were as follows:

Shares subject to option (thousands) Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value (thousands)

Outstanding at January 1, 2025

16,412 $ 1.96

Vested and expecting to vest at January 1, 2025 187 210.93

Exercisable at January 1, 2025

Granted 3,254 3.10

Exercised ( 206 ) 1.44

Cancelled/forfeited ( 19 ) 192.31

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117 $ 189.19 3.41 $ —

The Company recorded compensation expense related to the options of $ 6,132 and $ 5,623 for the years ended December 31, 2024 and 2023, respectively.

Unrecognized compensation costs as of December 31, 2024 was $ 8,369 and will be recognized over a weighted average of 1.78 years.

Restricted Stock Awards (“RSAs”)

Under the Prior Stock Plans, the Company granted RSAs which become eligible to vest upon the satisfaction of a time-based service condition.

However, in order to vest, a liquidity event, defined as acquisition, asset transfer, or initial listing, must occur within 10 years from the grant date.

Upon a liquidity event, if the participant’s service has not terminated, the entire RSA award vests in full, whether or not previously eligible for vesting.

If the participant’s service has terminated and the participant has satisfied the time-based service condition, the RSAs that are outstanding and eligible for vesting immediately vest in full upon liquidity event.

The time-based service requirements of the RSAs have a maximum term of three years from the date of grant.

The Business Combination constituted a “liquidity event” which caused the vesting of all such outstanding, unvested RSAs.

The vesting of the RSAs resulted in compensation expense of $ 2,741 for the year ended December 31, 2023.

In connection with the vesting of these RSAs, certain holders of the RSAs surrendered 771,141 shares in a withhold to cover transaction to fund the payment of applicable tax withholding on their behalf by the Company.

This resulted in a total cash payment of $ 7,650 by the Company to the Internal Revenue Service for the applicable tax withholding associated with this vesting event.

There were no RSA award outstanding as of December 31, 2024.

Compensation expenses related to the stock options was $ 3,509 and $ 6,132 for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, $ 1,986 of unrecognized compensation costs related to stock options will be recognized over a weighted-average period of 1.03 years.

Liability-Classified Awards

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Under a phantom equity sub-plan of the LTIP, certain non-US employees of the Company were provided with Phantom SARs that can only be settled in cash and are therefore recorded as a liability.

The Phantom SARs

have a graded vesting schedule and vest in three equal tranches on the first, second, and third anniversaries of the vesting commencement date, subject to the employee meeting the requisite service requirements.

The Phantom SARs have a graded vesting schedule and vest in three equal tranches on the first, second, and third anniversaries of the vesting commencement date, subject to the employee meeting the requisite service requirements.

Phantom SARs expire 10 years after the grant date and entitle the grantee to receive a cash payment upon exercise of the award equal to the excess of the fair market value of a share on the date of exercise over the exercise price multiplied by the number of SARs exercised.

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The table below summarizes amounts related to transactions with these related parties (in thousands):

December 31, 2024 December 31, 2023

Accounts receivable $ 2,281 $ 2,452

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The accounts payable balance is for work that LanzaJet performed as a subcontractor to the Company.

In connection with the formation of LanzaJet, the Company entered into a transition services agreement with LanzaJet.

The transition services agreement generally sets out the respective rights, responsibilities and obligations of the Company and LanzaJet with respect to R&D services, access to office and laboratory space, business development and other administrative support services.

The transition services agreement may be terminated by mutual consent of the Company and LanzaJet, by LanzaJet at any time, and by the Company upon breach or non-payment by LanzaJet.

There are no substantive termination penalties in the event the Company terminates.

For the years ended December 31, 2024 and 2023, the Company recognized revenue from related parties of approximately $ 194 and $ 245 , respectively, under the transition services agreement.

In addition to the licensing and sublicensing of its intellectual property, pursuant to the Investment Agreement as described in Note 6 - Investments , the Company provides certain engineering and other services related to a gas-to-jet demonstration plant currently in development by LanzaJet and other projects whereby LanzaJet is the customer.

The Company recognized revenue of $ 62 and $ 468 , respectively, for the years ended December 31, 2024 and 2023.

In December 2023, LanzaTech sold LanzaJet the right to utilize some of LanzaTech’s completed engineering work as a basis for future LanzaJet projects for a price of $ 2 million and recorded a $ 2 million receivable.

The payment will be offset against the license fees LanzaTech would pay to LanzaJet for the use of their

technology in the Company’s projects.

A license agreement is in process and is expected to be executed in 2025, at which time the Company’s $ 2 million receivable will be reduced to the extent of payments due and payable under the license agreement.

The Company recognized $ 231 in deferred profit for the year ended December 31, 2024.

In connection with the formation of LanzaJet, the Company entered into a transition services agreement with LanzaJet, primarily for the access and use of certain equipment and spaces.

For the years ended December 31, 2025 and 2024, the Company recognized immaterial amounts of revenue from related parties, in connection with this agreement.

In addition to the licensing and sublicensing of its intellectual property, pursuant to the Original Investment Agreement as described in Note 5 — Investments , the Company provides certain engineering and other services related to a gas-to-jet demonstration plant currently in development by LanzaJet and other projects whereby LanzaJet is the customer.

As the project has reached completion, the Company recognized immaterial amounts of revenue for ad-hoc services during the years ended December 31, 2025 and 2024.

In December 2023, LanzaTech sold LanzaJet the right to utilize some of LanzaTech’s completed engineering work as a basis for future LanzaJet projects for a price of $ 2,000 and recorded a $ 2,000 receivable.

The payment will be offset against the license fees LanzaTech would pay to LanzaJet for the use of their technology in the Company’s projects.

A license agreement is in process and is expected to be executed in 2026, at which time the Company’s $ 2,000 receivable as of December 31, 2025, will be reduced to the extent of payments due and payable under the license agreement.

The Company recognized $ 231 and $ 231 in deferred profit for the years ended December 31, 2025 and 2024.

In May 2020, the Company entered into an agreement to lease certain land to a subsidiary of LanzaJet and recognized lease revenue on a straight-line basis over the life of the lease agreement.

Refer to Note 18 — Leases , for additional information.

Second A&R LanzaJet Investment Agreement

On October 16, 2025 the Company, LanzaJet, British Airways PLC (“British Airways”), Mitsui & Co., Ltd.

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

(“Suncor”) (collectively, the “LanzaJet Investment Parties”) entered into a Second Amended and Restated Investment Agreement (the “Second A&R LanzaJet Investment Agreement”), which amends and restates the provisions of the LanzaJet Investment Agreement, a Second Amended and Restated Stockholders’ Agreement (the “Second A&R LanzaJet Stockholders’ Agreement”), which amends and restates the provisions of the LanzaJet Stockholders’ Agreement (as defined below), and an amendment to the LanzaJet License

Agreement (the “LanzaJet License Agreement Amendment” and, together with the Second A&R LanzaJet Investment Agreement and Second A&R LanzaJet Stockholders’ Agreement, the “LanzaJet Amendments”) to update the structure of the LanzaJet Agreements and to reflect other changes agreed to by the LanzaJet Investment Parties.

Among other changes, the Second A&R LanzaJet Investment Agreement eliminates the SPE Investment Condition and provides that LanzaJet will issue to the Company (1) a second tranche of 15,000,000 LanzaJet shares on a date promptly following the execution of the Second A&R LanzaJet Investment Agreement and (2) a third tranche of 15,000,000 LanzaJet shares no later than December 31, 2025, subject to achieving a certain development milestone.

The Second A&R LanzaJet Investment Agreement also provides any LanzaJet Investment Party that has made a loan or other extension of credit to LanzaJet’s subsidiary, Freedom Pines Fuels LLC, the right, exercisable at any time and from time to time, to elect to convert all or any portion of the outstanding principal and accrued but unpaid interest of such loan into a number of LanzaJet shares equal to the amount of the loan (principal and, at the lender’s option, accrued interest) being converted, divided by a conversion price equal to the fair market value of a share of LanzaJet common stock as determined in good faith by a majority of disinterested directors of the board of directors of LanzaJet.

The LanzaJet License Agreement Amendment removes restrictions on the licensing of LanzaJet technology to third party sublicensees prior to satisfaction of the SPE Investment Condition, makes conforming changes reflecting the Second A&R LanzaJet Investment Agreement and effects other agreed modifications.

The LanzaJet License Agreement Amendment also eliminates the Company’s right to terminate the LanzaJet License Agreement if certain commercial facility development milestones have not been met by December 31, 2025.

Additionally, the Company committed to using commercially reasonable efforts to promptly assign the Battelle License to LanzaJet.

LanzaJet Stockholders’ Agreement

In connection with the Investment Agreement, on April 1, 2021, the Company entered into an amended and restated stockholders’ agreement with LanzaJet, Shell, Mitsui, British Airways and Suncor (as amended, the “LanzaJet Stockholders’ Agreement”).

Under the LanzaJet Stockholders’ Agreement, each party is required to hold and vote its shares of LanzaJet stock to ensure that LanzaJet’s board of directors (the “LanzaJet board”) is composed of eight directors:

one designee from each of British Airways, Mitsui, Suncor and Shell, two LanzaTech designees ( one of which will be the chairperson), LanzaJet’s chief executive officer, and one independent director.

Each party must hold a certain number of shares of LanzaJet common stock in order to maintain their respective designated board seats.

Pursuant to the agreement, if a party votes to remove its designated director from the LanzaJet board, the other parties must also vote in favor of removal.

If a party fails to comply with its obligations under the second tranche investments provided for in the LanzaJet Investment Agreement, the other parties may vote to remove that party’s designee, and such party will forfeit its designated LanzaJet board seat in exchange for the right to designate a non-voting observer to the LanzaJet board.

The agreement also provides that the parties must vote their shares in favor of a proposed change of control transaction and take all reasonable steps necessary to execute the transaction if it meets certain standards and is approved by us, the LanzaJet board, and any investor holding a certain number of LanzaJet shares.

The parties to the LanzaJet Stockholders’ Agreement may not transfer their LanzaJet shares until 2026, except for permitted transfers to affiliates.

LanzaJet has a right of first refusal with regard to all transfers of LanzaJet shares to third parties (including in connection with a change of control with respect to the applicable party’s ultimate parent) and if LanzaJet declines to exercise this right, the other parties to the agreement are entitled to a pro rata right of first refusal.

We and the other parties will also have a pro rata right of first refusal with regard to new LanzaJet shares issued as well as a put right with respect to LanzaJet shares that we and such parties hold upon the occurrence of certain conditions.

The LanzaJet Stockholders’ Agreement also provides registration rights in connection with an initial public offering of or other registration of LanzaJet shares.

Each party to the LanzaJet Stockholders’ Agreement agrees to indemnify the other parties for all claims arising from such party’s breach of the agreement or from fraud, gross negligence, or willful misconduct with regard to the agreement.

The LanzaJet Stockholders’ Agreement will terminate either with the consent of all of the parties or upon an initial public offering of LanzaJet shares or a specified liquidation event.

LanzaJet Note Purchase Agreement

On November 9, 2022, the Company and the other LanzaJet shareholders entered into a Note Purchase Agreement (the “LanzaJet Note Purchase Agreement”), pursuant to which LanzaJet Freedom Pines Fuels LLC (“FPF”), a wholly owned subsidiary of LanzaJet, will issue, from time to time, notes in an aggregate principal amount of up to $ 147,000 (the “Notes”), comprised of approximately $ 113,500 aggregate principal amount of 6.00 % Senior Secured Notes maturing December 31, 2043 and $ 33,500 aggregate principal amount of 6.00 % Subordinated Secured Notes maturing December 31, 2043.

The Company committed to purchase $ 5,500 of Subordinated Secured Notes, which was funded on May 1, 2023.

a wholly owned subsidiary of LanzaJet, issued and sold notes in an aggregate principal amount of up to $ 147,000 (the “Notes”), comprised of approximately $ 113,500 aggregate principal amount of 6.00 % Senior Secured Notes maturing December 31, 2043 (the “Senior Secured Notes”) and $ 33,500 aggregate principal amount of 6.00 % Subordinated Secured Notes maturing December 31, 2043 (the “Subordinated Secured Notes”).

The Company committed and funded $ 5,500 of Subordinated Secured Notes on May 1, 2023.

The Senior Secured Notes are secured by a security interest over substantially all assets of FPF, and both the Senior Secured Notes and the Subordinated Secured Notes are secured by a security interest over the intellectual property owned or in-licensed by LanzaJet.

Each purchaser of Notes under the LanzaJet Note Purchase Agreement also received a warrant for the right to purchase 575,000 shares of common stock of LanzaJet for each $ 10,000 of Notes purchased by such purchaser for an exercise price of $ 0.01 per share.

The warrants are exercisable when the related loan commitment is funded, and may be exercised until the earlier of the third anniversary following the date the holder’s loan commitment is fully funded, or the end of the availability period as defined in the LanzaJet Note Purchase Agreement if the commitment has not been fully funded.

In the case of the Company, LanzaTech received warrants to purchase 316,250 shares of common stock of LanzaJet, which became exercisable by the Company when the note was funded on May 1, 2023.

The Company exercised the warrants in January 2024.

Upon funding of the Notes, the warrants meet the accounting criteria to be considered in-substance common stock, and are accounted for as part of the equity-method investment.

Refer to Note 6 - Investments.

Accordingly, the Company received warrants to purchase 316,250 shares of common stock of LanzaJet, and exercised them in January 2024.

The LanzaJet Note Purchase Agreement may be amended with the approval of holders of at least 66 2∕3% of the Notes, except with respect to certain rights that require approval of all holders to amend.

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Enforcement against the collateral securing the Notes requires the approval of certain holders as specified in the Notes.

As of December 31, 2025, the carrying amount of the note receivable from LanzaJet was reduced to zero along with the Company’s previous equity method investment in LanzaJet.

These reductions reflect LanzaJet’s share of losses attributable to the Company under the equity method accounting.

As the Company’s share of losses exceeded its investment balance the Company previously tracked additional losses off-balance sheet.

As of December 31, 2025 the carrying amount of the Company’s current equity method investment in LanzaJet was $ 13,272 as a result of LanzaJet sublicensing our technology to two of their customers.

The Company’s share of future LanzaJet’s losses will first be applied to this investment balance prior to being tracked off-balance sheet.

The Company will continue to monitor LanzaJet’s financial results and track its share of any future off-balance sheet activity until profits exceed off-balance sheet losses in which those profits will be recorded to Income (loss) from equity method investees, net in our consolidated statements of operations and comprehensive loss.

(See Note 5 — Investments).

In February 2026, the Second A&R LanzaJet Investment Agreement, the Stockholders’ Agreement, LanzaJet Stockholders’ Agreement and the LanzaJet Note Purchase Agreement were amended.

See “ Note 19 – Subsequent Events ”.

The Company supplies SGLT with certain water-soluble organic compounds required in the Company's proprietary gas fermentation process, small-size equipment and consulting services.

For the years ended December 31, 2024 and 2023, the Company recognized revenue of approximately $ 454 and $ 75 , respectively.

For the years ended December 31, 2025 and 2024, the Company recognized an immaterial amount of revenue.

The Company also provided engineering services and incurred costs of $ 716 and $ 1,017 for the years ended December 31, 2025 and 2024, respectively.

Additionally, LanzaTech and SGLT entered into a license agreement in 2019, subsequently amended in August 2023, to provide SGLT with the right to sublicense the intellectual property that LanzaTech previously licensed to SGLT.

In exchange, the Company is entitled to receive fixed licensing consideration, calculated as a percentage of the maximum amount of royalties owed to SGLT from its sublicenses.

Prior to June 2023, the Company was only entitled to royalties from SGLT, if SGLT received sublicense royalty payments.

For the year ended December 31, 2024, the Company did not recognize any sublicensing revenue compared to $ 1,200 in 2023.

Note 16 — Reportable Segment

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The Company’s single operating segment generates revenues from its three business lines:

(1) biorefining, (2) joint development agreements (“JDAs”), contract research, and (3) CarbonSmart sales, all of which share the Company’s technology platforms, research and development infrastructure, and operational resources.

(1) biorefining, (2) JDA, contract research, and (3) CarbonSmart sales, all of which share the Company’s technology platforms, research and development infrastructure, and operational resources.

Operations and strategies are centralized across the business lines and geographic regions.

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The CODM primarily uses revenue and net loss as reported on the consolidated statements of operations, as the measure of profit or loss to allocate resources during the annual budget and forecasting process.

The CODM also uses consolidated net loss, along with financial and non-financial inputs, to evaluate the Company’s performance, and make strategic decisions related to headcount and capital expenditures on a consolidated basis.

The CODM also uses

consolidated net loss, along with financial and non-financial inputs, to evaluate the Company’s performance, and make strategic decisions related to headcount and capital expenditures on a consolidated basis.

The measure of segment assets is reported on the balance sheet as total assets.

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The table below presents the Company’s consolidated operating results including significant segment expenses:

Year Ended December 31,

Years Ended December 31,

Consolidated Revenues

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$ ( 79,156 ) $ ( 108,933 )

Other expenses, net

( 14,564 ) ( 24,816 )

Other income (expense), net 42,753 ( 14,564 )

Loss from equity method investees, net

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$ ( 48,951 ) $ ( 137,731 )

(1) including those salaries and benefits and external service providers expenses recharged into cost of sales.

For disaggregation of the Company’s revenues by customer location and contract type, please refer to Note 5 - Revenues and for major customers, please refer to Note 2 - Summary of Significant Accounting Policies .

(1) Includes those salaries and benefits and external service providers expenses recharged into cost of sales.

For disaggregation of the Company’s revenues by customer location and contract type, see Note 4 — Revenues and for major customers, see Note 2 — Summary of Significant Accounting Policies .

Total expenditure on long-lived asset is disclosed in Note 12 — Property, Plant and Equipment, net .

The following table presents long-lived assets by geographic region as of the periods presented:

December 31, 2024 December 31, 2023

United States $ 15,446 $ 20,729

$ 22,333 $ 22,823

Foreign 1,682 1,604

Total $ 17,128 $ 22,333

Note 17 — Commitments and Contingencies

The Company may be involved in legal proceedings and exposed to potential claims in the normal course of business.

As of December 31, 2024 and December 31, 2023, the Company did not have any reasonably possible or probable losses from such claims.

The Company has filed suit against Vellar under the FPA, and Vellar has filed suit against the Company, as discussed below.

The Company is, and may from time to time be, involved in legal proceedings and exposed to potential claims in the normal course of business.

Schara litigation

In May 2024, a putative class action complaint (the “Complaint”) was filed in the Delaware Court of Chancery against LanzaTech f/k/a/ AMCI, AMCI Sponsor II LLC (“AMCI Sponsor”) and the individual directors of AMCI (the “Director Defendants”) for purported damages arising from the February 10, 2023, merger between AMCI and Legacy LanzaTech.

The Company was subsequently voluntarily dismissed from the case in July 2024, before it was required to respond to the Complaint.

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and (ii) unjust enrichment against AMCI Sponsor and the Director Defendants.

The parties have not yet engaged in any discovery in connection with the litigation and Defendants have not yet been required to respond to the Complaint.

The Company and the defendants believe the allegations and claims made in the Complaint are without merit.

As the surviving entity following the merger at issue, the Company has certain indemnification obligations to the Director Defendants in connection with the defense of the litigation.

The Director Defendants have agreed to a settlement amount which was approved by the Court on March 4, 2026, and will be funded by the Company in April.

The Company has notified the relevant D&O insurance carriers of the litigation and while the Director Defendants are covered for such costs by directors’ and officers’ insurance, such coverage is subject to a retention of $ 5,000 .

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In relation to the FPA, the Company’s volume-weighted average share price was below $ 3.00 per share for 50 trading days during the 60 day consecutive trading period ended on July 1, 2024 (the “VWAP Trigger Event”).

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

Vellar asserts that it is entitled to:

(i) the Maturity Consideration of $ 7,500 (payable at the Company’s option in cash or shares of common stock valued at the average daily VWAP Price (as defined in the FPA) over 30 scheduled trading days ending on the accelerated FPA Maturity Date of July 22, 2024 of $ 1.91 per share) and (ii) Share Consideration of $ 2,539 , payable in cash, in each case, due and payable on July 24, 2024.

(i) the Maturity Consideration of $ 7,500 (payable at the Company’s option in cash or shares of common stock valued at the average daily VWAP Price (as defined in the FPA) over 30 scheduled trading days ending on the accelerated FPA Maturity Date of July 22, 2024 of $ 1.91 per share, prior to the Reverse Stock Split) and (ii) Share Consideration of $ 2,539 , payable in cash, in each case, due and payable on July 24, 2024.

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

On July 30, 2024, the Company received a notice of an event of default under the FPA from Vellar that (i) designated such date as the early termination date of the FPA and (ii) purports to result in an early termination cash payment of $ 4,164 becoming due to Vellar (equating to the sum of the Maturity Consideration and the Share Consideration minus the VWAP Price (as defined in the FPA) (as of July 29, 2024) of Vellar’s portion of the Recycled Shares).

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

In the event of a sale of Recycled Shares subject to an optional early termination, the Company is entitled to receive approximately $ 10.16 for each share sold (see Note 2 - Summary of Significant Accounting Policies).

On July 24, 2024, LanzaTech filed suit in New York state court against Vellar, primarily in connection with Vellar’s sale of Recycled Shares, which LanzaTech alleged were 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 was noticed to the Company as part of an early termination, which Vellar had not done.

LanzaTech believes that Vellar’s notice regarding the VWAP Trigger Event and consequently, its notice of an event of default, is not valid and accordingly, that no payments are owed to Vellar in connection with the purported acceleration of the FPA Maturity Date or early termination of the FPA.

LanzaTech filed an amended complaint on September 30, 2024.

Vellar moved to dismiss, and the motion, which is fully briefed, remains pending.

The Company intends to vigorously pursue its claims against Vellar.

On October 23, 2024, Vellar filed suit against the Company, alleging breach of the FPA, and seeking $ 4,164 plus interest.

The Company intends to vigorously defend itself against the claim.

In August 2024, Vellar removed this state court action to the federal court in the Southern District of New York.

In September 2024 LanzaTech filed an amended complaint alleging breach of contract, breach of the duty of good faith and fair dealing and unjust enrichment.

In October 2024, Vellar filed a motion to dismiss the amended complaint and in November 2024 Company filed an opposition to the motion.

Vellar’s October 2024 motion to dismiss was granted as to the breach of contract and unjust enrichment claims and denied as to the claimed breach of the duty of good faith and fair dealing.

On October 23, 2024, Vellar filed a countersuit against the Company in federal court in the Southern District of New York, alleging breach of the FPA, and seeking $ 4,164 plus interest.

On October 24, 2024, Vellar sought advancement of certain expenses from the Company in connection with this litigation.

The Company denied the request on October 28, 2024.

Vellar filed a motion for advancement of fees on November 20, 2024,

which was fully briefed on December 20, 2024 and which remains pending.

On April 11, 2025, Vellar filed a motion to amend its complaint, seeking to add a claim for breach of the FPA Warrants, to which LanzaTech and Vellar are parties.

The amended complaint seeks damages, including liquidated damages under the FPA Warrants.

The motion to amend remains pending.

As of December 31, 2024, the Company did not have sufficient information to predict the outcome of the lawsuits.

Vellar filed a motion for advancement of fees on November 20, 2024, which LanzaTech opposed and which was subsequently denied.

In April 2025, Vellar filed a motion to amend its complaint and a motion to consolidate the two related actions between LanzaTech and Vellar.

Both motions were granted and the two suits were consolidated in April 2025.

Vellar filed its amended complaint on April 23, 2025, adding a claim for breach of the FPA Warrants, to which LanzaTech and Vellar

are parties and seeking damages, including liquidated damages under the FPA Warrants.

LanzaTech filed an answer to the amended complaint on May 14, 2025.

In February 2026, LanzaTech and Vellar agreed to a settlement and compromise of the consolidated actions, including a cash settlement payment made to Vellar by LanzaTech in February 2026.

The parties subsequently filed stipulations of voluntary dismissal which were granted on March 5, 2026.

Thus, the FPA litigation has concluded.

Convertible Note Litigation

On May 16, 2025, Carbon Direct Capital, the former holder of the Convertible Note, commenced a lawsuit against the Company in the Supreme Court of the State of New York (“Supreme Court”).

The complaint filed in the action contends that the mandatory conversion of the Convertible Note formerly held by Carbon Direct Capital in connection with the Series A Preferred Stock Issuance, is invalid under the terms of the Convertible Note, and even if a mandatory conversion had occurred, Carbon Direct Capital would be entitled to consideration in the form of Series A Preferred Stock and PIPE Warrant rather than the shares of common stock that the Company issued to Carbon Direct Capital in the mandatory conversion.

Simultaneously with filing the complaint, Carbon Direct Capital moved via order to show cause for a temporary restraining order and preliminary injunction voiding the mandatory conversion under the Convertible Note and sought expedited discovery.

On May 21, 2025, the Supreme Court denied Carbon Direct Capital’s request for a temporary restraining order.

On June 13, 2025, the Supreme Court denied Carbon Direct Capital’s motion for a preliminary injunction.

On July 3, 2025, the Supreme Court granted the Company’s motion to dismiss Carbon Direct Capital’s complaint in full, finding that plaintiff had failed to state a claim for breach of contract or breach of the implied covenant of good faith and fair dealing.

On August 1, 2025, Carbon Direct Capital filed a notice of appeal to the Appellate Division, First Department of the Supreme Court’s decision dismissing the complaint.

On January 27, 2026, the First Department unanimously affirmed the Supreme Court’s dismissal of Carbon Direct Capital’s complaint in full.

The deadline for Carbon Direct Capital to file an application for leave to appeal to the New York Court of Appeals was February 26, 2026, and no application was filed.

On June 30, 2025, Carbon Direct Capital commenced a separate lawsuit in the Delaware Court of Chancery.

The complaint filed in the action contended that the proxy statement for the July 28, 2025 annual meeting of stockholders contained material misstatements or omissions.

Carbon Direct Capital moved for expedited proceedings and requested a schedule on a motion for preliminary injunction.

On July 11, 2025, the Court of Chancery denied Carbon Direct Capital’s motion to expedite.

On July 28, 2025, the Company moved to dismiss the complaint.

On August 5, 2025, Carbon Direct Capital filed a notice of voluntary dismissal of the action.

Note 18 — Leases

Lease Commitments

In May 2025, the Company amended the operating lease for its corporate headquarters in Skokie IL., the terms of which terminated certain floors of the leased space and was treated as a lease modification as of the effective date.

The partial lease termination of the corporate headquarters leased space resulted in a reduction in the Company’s future minimum fixed lease obligations as of the lease modification date.

As a result of the partial lease termination, the Company remeasured its operating lease liabilities and recorded a decrease of $ 13,085 to reflect the reduced lease payments.

The Company also recorded a decrease to right-of-use assets of $ 13,025 based on the proportionate decrease in the right-of-use asset, which resulted in a gain of $ 60 recognized in other income (expense), net within the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2025.

The lease liability was remeasured using a revised incremental borrowing rate (“IBR”) of 8.0 % as of the amendment date in determining the present value of lease payments.

The Company estimated the IBR based upon comparing interest rates available in the market for similar borrowings and the credit quality of the Company.

Under the terms of the lease agreement for the Company’s headquarters, the Company was required to deliver the security deposit in the form of a letter of credit to the landlord no later than June 30, 2025.

Until such delivery, the obligation represents a commitment under the lease agreement.

The letter of credit will not be drawn upon unless the Company fails to perform under the lease terms.

The Company leases certain office space and laboratory facilities.

5 unchanged sentences

Year ending December 31,

2025 $ ( 76 )

Thereafter 15,415

11 unchanged sentences

The Company recognizes lease revenue on a straight-line basis over the life of the lease agreement.

For the year ended December 31, 2024, we recognized $ 155 of revenue included in revenue from related party transactions in the consolidated statements of

For the year ended December 31, 2025, we recognized $ 155 of revenue included in revenue from related party transactions in the consolidated statements of operations.

The future minimum lease payments owed to the Company from the lease agreement at December 31, 2025, was as follows (in thousands):

2 unchanged sentences

Note 19 — Subsequent Events

Vellar cashless FPA Warrants exercise

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.

See Note 17 - Commitments and Contingencies for additional information.

Brookfield SAFE Termination and Brookfield Loan execution

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

Under the Loan Agreement and effective as of the termination of the Brookfield SAFE, Brookfield was deemed to have loaned to LanzaTech and LanzaTech was deemed to have borrowed from Brookfield $ 60,031 , representing the $ 50,000 initial amount under the Brookfield SAFE plus accrued interest at a rate of 8 % per annum, compounded annually from October 2, 2022 to and including February 14, 2025 (the “Loan”).

The Loan will accrue interest at a rate of 8 % per annum, compounded annually, from February 14, 2025.

The initial principal payment of $ 12,500 to Brookfield was due on or prior to February 21, 2025 and has been paid.

Any remaining outstanding principal amount of the Loan (the “Remaining Amount”), plus accrued interest will be repayable in cash upon the earlier of (i) October 3, 2027, (ii) the occurrence of certain change of control events or (iii) a breach of the Loan Agreement.

In addition, for each $ 50,000 of aggregate equity funding required for qualifying projects presented to Brookfield in accordance with the Framework Agreement, $ 5,000 of the Remaining Amount will be deemed to be repaid.

Take-Private Proposal

On April 3, 2025, the Board received a preliminary, nonbinding proposal 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”).

Carbon Direct Capital is the holder of the Company’s outstanding $ 40,150 Convertible Note, which upon conversion, would entitle it to receive shares of common stock representing approximately 14.6 % of the Company’s common stock based on the total number of shares of common stock of the Company outstanding on April 10, 2025.

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

January 2026 Financing and Related Transactions

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

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

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

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

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

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

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

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

LanzaJet Transaction

In connection with the foregoing, the Company and the preferred stockholder entered into a waiver under which the stockholder waived the original deadline for filing a resale registration statement for the warrant shares;

the Company agreed to file such registration within 60 business days following issuance of the warrant shares.

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.

The agreements entered into in connection with the Series A Transaction will be filed as exhibits to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025.

Second Amendment to Note Purchase Agreement

On February 11, 2026, 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 $ 25.0 million in debt to rank senior in priority to the LanzaJet Notes.

Litigation Matters

In February 2026, the Company and Vellar agreed to settle all outstanding litigation matters.

As part of the settlement, the Company made a cash payment to Vellar in February 2026.

The parties filed stipulations of voluntary dismissal, which were granted on March 5, 2026.

Accordingly, the FPA litigation has been concluded.

With respect to the Schara Litigation, the Director Defendants have agreed to a settlement which was approved by the Court on March 4, 2026, and will be funded by the Company in April.

This settlement did not affect the Company’s financial position or results for the periods presented.

On January 27, 2026 with respect to the Convertible Note litigation, the Appellate Division, First Department of the Supreme Court unanimously affirmed the Supreme Court’s dismissal of Carbon Direct Capital’s complaint in full.

The deadline for Carbon Direct Capital to file an application for leave to appeal to the New York Court of Appeals was February 26, 2026, and no application was filed.

Management evaluated the impact of all of the above transactions and where applicable determined that they represent 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.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data