LNZA 10-Q Quarterly Report Sept. 30, 2025

LANZATECH GLOBAL, INC.

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lnza-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-40282

LanzaTech Global, Inc.

(Exact name of registrant as specified in its charter)


Delaware						92-2018969
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

8045 Lamon Avenue , Suite 400

Skokie , IL 60077

( 847 ) 324-2400

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0000001 par value

LNZA

The Nasdaq Stock Market LLC

Warrants to purchase common stock

LNZAW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had outstanding 2,320,216 shares of common stock as of November 13, 2025.

LANZATECH GLOBAL, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS


		Page
	Part I - Financial Information
Item 1.	Financial Statements (unaudited)	4
	Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	4
	Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2025 and 2024	5
	Consolidated Statements of Changes in Mezzanine Equity and Shareholders’ Equity/(Deficit) for the three and nine months ended September 30, 2025 and 2024	6
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	8
	Notes to the Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	58
Item 4.	Controls and Procedures	58

	Part II - Other Information
Item 1.	Legal Proceedings	59
Item 1A.	Risk Factors	59
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 3.	Defaults Upon Senior Securities	60
Item 4.	Mine Safety Disclosures	60
Item 5.	Other Information	60
Item 6.	Exhibits	61
	Signatures	63

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Form 10-Q” or “Quarterly Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When we discuss our strategies or plans, we are making projections, forecasts or forward-looking statements.

Forward-looking statements may include, for example, statements about:

• our ability to continue operations as a going concern;

• our ability to consummate the transactions contemplated by the Series A Convertible Senior Preferred Stock Purchase Agreement, dated May 7, 2025 (as amended, the “PIPE Purchase Agreement”);

• delays or interruptions in government contract awards, funding cycles or agency operations (including due to a government shutdown) that could postpone project milestones and defer related revenue recognition;

• our ability to attract new investors and raise substantial additional financing to fund our operations and/or execute on our other strategic options;

• our ability to maintain the listing of our securities on the Nasdaq Stock Market LLC (“Nasdaq”);

• our ability to execute on our business strategy and achieve profitability;

• our ability to attract, retain and motivate qualified personnel;

• our anticipated growth rate and market opportunities;

• the potential liquidity and trading of our securities;

• our future financial performance and capital requirements;

• our assessment of the competitive landscape;

• our ability to comply with laws and regulations applicable to our business;

• our ability to enter into, successfully maintain and manage relationships with industry partners;

• the availability of governmental programs designed to incentivize the production and consumption of low-carbon fuels and carbon capture and utilization;

• our ability to adequately protect our intellectual property rights;

• our ability to manage our growth effectively;

• our ability to increase our revenue from engineering services, sales of equipment packages and sales of CarbonSmart products and to improve our operating results; and

• our ability to remediate the material weaknesses in our internal control over financial reporting and to maintain effective internal controls.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report.

These forward-looking statements are based on our current expectations and projections about future events and are subject to a number of risks, uncertainties and assumptions, including those described in Part I, “Item 1A- Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on April 15, 2025 (the “2024 Annual Report”) and in Part II, “Item 1A- Risk Factors” of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the SEC on May 19, 2025 and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed with the SEC on August 19, 2025, in addition to those discussed in this Quarterly Report. Moreover, we operate in a competitive industry, and new risks emerge from time to time. It is not possible for management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements in this Quarterly Report.

The forward-looking statements included in this Quarterly Report are made only as of the date hereof. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. LanzaTech Global, Inc. (collectively referred to herein as “the Company”, “LanzaTech”, “we”, “us”, “our”) does not undertake any obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report to conform these statements to actual results or to changes in expectations, except as required by law.

You should read this Quarterly Report and the documents that have been filed as exhibits to the Quarterly Report with the understanding that the actual future results, levels of activity, performance, events and circumstances of LanzaTech may be materially different from what is expected.

LANZATECH GLOBAL, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except share and per share data)

Item 1. Financial Statements


	September 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	19,627	$	43,499
Held-to-maturity investment securities	—		12,374
Trade and other receivables, net of allowance	8,700		9,456
Contract assets	9,342		18,975
Other current assets	12,960		15,030
Total current assets	50,629		99,334
Property, plant and equipment, net	18,293		22,333
Right-of-use assets	14,548		26,790
Equity method investment	—		4,363
Equity security investment	14,990		14,990
Other non-current assets	830		6,873
Total assets	$	99,290	$	174,683
Liabilities, Mezzanine Equity and Shareholders’ Equity/(Deficit)
Current liabilities:
Accounts payable	$	6,202	$	5,289
Other accrued liabilities	10,384		8,876
Warrants	43		3,531

Fixed Maturity Consideration and current FPA Put Option liability	4,123		4,123
Contract liabilities	2,042		6,168
Accrued salaries and wages	1,873		2,302
Current lease liabilities	169		158
Total current liabilities	24,836		30,447
Non-current lease liabilities	16,532		30,619
Non-current contract liabilities	5,901		5,233
FPA Put Option liability	30,015		30,015
Brookfield SAFE liability	—		13,223
Brookfield Loan liability	13,300		—
Convertible Note	—		51,112
Other long-term liabilities	514		587
Total liabilities	91,098		161,236
Commitments and Contingencies (Note 16)
Mezzanine Equity
Convertible preferred stock, $ 0.0001 par value; 20,000,000 shares authorized as of September 30, 2025 and December 31, 2024; 20,000,000 and no shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	2		—
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 September 30, 2025 and December 31, 2024; 2,319,960 and 1,949,157 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively (1)	23		19
Additional paid-in capital	1,011,901		981,638
Accumulated other comprehensive income	1,568		1,393
Accumulated deficit	( 1,018,470 )		( 969,603 )
Total shareholders’ equity/(deficit)	( 4,978 )		13,447
Total liabilities, mezzanine equity and shareholders' equity/(deficit)	$	99,289	$	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

(Unaudited, in thousands, except share and per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenues:
Contracts with customers and grants	$	5,047	$	5,199	$	10,870	$	17,684
CarbonSmart product sales	2,972		2,209		10,994		4,010
Collaborative arrangements	62		917		2,425		4,469
Related party transactions	1,198		1,618		3,557		11,399
Total revenues	9,279		9,943		27,846		37,562
Costs and operating expenses:
Contracts with customers and grants (1)	3,812		5,339		8,908		14,356
CarbonSmart product sales (1)	3,001		2,116		10,869		3,649
Collaborative arrangements (1)	78		479		822		2,034
Related party transactions (1)	25		207		60		363
Research and development expense	10,255		22,006		41,684		60,548
Depreciation expense	1,025		1,301		2,860		4,289
Selling, general and administrative expense	6,740		11,452		41,594		34,236
Total cost and operating expenses	24,936		42,900		106,797		119,475
Loss from operations	( 15,657 )		( 32,957 )		( 78,951 )		( 81,913 )
Other income (expense):
Interest income, net	311		791		941		2,452


Other income (expense), net	18,359		( 19,730 )		39,162		( 23,342 )
Total other income (expense), net	18,670		( 18,939 )		40,103		( 20,890 )



Loss from equity method investees, net	( 152 )		( 5,535 )		( 10,019 )		( 7,935 )
Net income (loss)	$	2,861	$	( 57,431 )	$	( 48,867 )	$	( 110,738 )

Other comprehensive loss:
Changes in credit risk of fair value instruments	—		—		1,091		—
Foreign currency translation adjustments	( 162 )		( 48 )		( 916 )		( 198 )
Comprehensive income (loss)	$	2,699	$	( 57,479 )	$	( 48,692 )	$	( 110,936 )




Net income (loss) per common share - basic	$	1.14	$	( 29.04 )	$	( 22.66 )	$	( 56.07 )
Net income (loss) per common share - diluted	$	0.99	$	( 29.04 )	$	( 22.66 )	$	( 56.07 )

Weighted-average number of common shares outstanding - basic (2)	2,320,018		1,977,734		2,156,721		1,974,992
Weighted-average number of common shares outstanding - diluted (2)	2,663,193		1,977,734		2,156,721		1,974,992

(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 MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY/(DEFICIT)

(Unaudited, in thousands, except share data)


	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)
	Shares	Amount						Shares (1)	Amount
Balance at December 31, 2024	—	$	—	$	—	$	—	1,949,157	$	19	$	981,638	$	( 969,603 )	$	1,393	$	13,447
Stock-based compensation expense	—	—		—		—		—	—		2,353		—		—		2,353
Net loss	—	—		—		—		—	—		—		( 19,229 )		—		( 19,229 )
Issuance of common stock upon exercise of warrants and vesting of RSUs	—	—		—		—		29,819	—		—		—		—		—


Other comprehensive income, net	—	—		—		—		—	—		—		—		2,696		2,696
Foreign currency translation	—	—		—		—		—	—		—		—		( 441 )		( 441 )
Balance at March 31, 2025	—	$	—	$	—	$	—	1,978,976	$	19	$	983,991	$	( 988,832 )	$	3,648	$	( 1,174 )
Stock-based compensation expense	—	—		—		—		—	—		2,275		—		—		2,275
Net loss	—	—		—		—		—	—		—		( 32,499 )		—		( 32,499 )
Issuance of common stock upon exercise of warrants and vesting of RSUs	—	—		—		—		441	—		—		—		—		—
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
Other comprehensive loss, net	—	—		—		—		—	—		—		—		( 1,605 )		( 1,605 )
Foreign currency translation	—	—		—		—		—	—		—		—		( 313 )		( 313 )
Balance at June 30, 2025	20,000,000	$	2	$	13,167	$	13,169	2,319,960	$	23	$	994,394	$	( 1,021,331 )	$	1,730	$	( 25,184 )
Stock-based compensation expense	—	—		—		—		—	—		1,357		—		—		1,357
Net income (loss)	—	—		—		—		—	—		—		2,861		—		2,861

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

Foreign currency translation	—	—		—		—		—	—		—		—		( 162 )		( 162 )
Balance as of September 30, 2025	20,000,000	$	2	$	13,167	$	13,169	2,319,960	$	23	$	1,011,901	$	( 1,018,470 )	$	1,568	$	( 4,978 )

(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 CHANGES IN MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY/(DEFICIT)

(Unaudited, in thousands, except share data)


	Common Stock Outstanding			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Shareholders' Equity
	Shares (1)	Amount
Balance at December 31, 2023	1,966,425	$	19	$	943,960	$	( 831,872 )	$	2,364	$	114,471
Stock-based compensation expense	—	—		2,625		—		—		2,625
Net loss	—	—		—		( 25,508 )		—		( 25,508 )
Issuance of common stock upon exercise of options and vesting of RSUs	10,830	—		234		—		—		234
Repurchase of equity instruments	—	—		( 48 )		—		—		( 48 )
Foreign currency translation	—	—		—		—		42		42
Balance at March 31, 2024	1,977,255	$	19	$	946,771	$	( 857,380 )	$	2,406	$	91,816
Stock-based compensation expense	—	—		3,672		—		—		3,672
Net loss	—	—		—		( 27,799 )		—		( 27,799 )
Issuance of common stock upon exercise of options and vesting of RSUs	396	—		38		—		—		38
Foreign currency translation	—	—		—		—		( 191 )		( 191 )
Balance at June 30, 2024	1,977,651	$	19	$	950,481	$	( 885,179 )	$	2,215	$	67,536
Stock-based compensation expense	—	—		3,554		—		—		3,554
Net loss	—	—		—		( 57,431 )		—		( 57,431 )
Issuance of common stock upon exercise of options	170	—		—		—		—		—
Other comprehensive income, net	—	—		—		—		( 5 )		( 5 )
Foreign currency translation	—	—		—		—		( 49 )		( 49 )
Balance at September 30, 2024	1,977,821	$	19	$	954,035	$	( 942,610 )	$	2,161	$	13,605

(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 CASH FLOWS

(Unaudited, in thousands)


	Nine Months Ended September 30,
	2025		2024
Cash Flows From Operating Activities:
Net loss	$	( 48,867 )	$	( 110,738 )
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense	5,913		9,739
Gain on change in fair value of SAFE and warrant liabilities	( 3,437 )		( 20,609 )
Loss on change in fair value of the Brookfield Loan	5,310		—
Loss on change in fair value of the Amended Brookfield Loan	1,000		—
Loss on Brookfield SAFE extinguishment	6,216		—
Loss on change in fair value of the FPA Put Option and current FPA Put Option liability	—		23,511
Change in fair value of Convertible Note	( 42,980 )		21,572
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, net of recoveries	126		( 700 )
Depreciation of property, plant and equipment	2,860		4,289
Amortization of discount on debt security investment	( 34 )		( 649 )
Non-cash lease expense	1,383		1,411
Non-cash recognition of licensing revenue	( 3,613 )		( 10,385 )
Loss from equity method investees, net	10,019		7,935

Unrealized Loss on net foreign exchange	546		1,060
Changes in operating assets and liabilities:
Accounts receivable, net	713		( 2,902 )
Contract assets	9,870		9,269
Accrued interest on debt investment	( 83 )		131
Other assets	3,731		( 2,156 )

Accounts payable and accrued salaries and wages	537		409
Contract liabilities	( 104 )		564
Operating lease liabilities	( 991 )		13
Other liabilities	2,053		( 1,148 )
Net cash used in operating activities	( 58,692 )		( 69,384 )
Cash Flows From Investing Activities:
Purchase of property, plant and equipment	( 1,047 )		( 3,557 )

Purchase of debt securities	—		( 27,083 )
Proceeds from maturity of debt securities	12,408		44,770
Net cash provided by investing activities	11,361		14,130
Cash Flows From Financing Activities:
Proceeds from issuance of preferred stock	15,050		—
Issuance costs related to preferred stock	( 1,881 )		—
Proceeds from issue of equity instruments of the Company	—		272

Proceeds from issuance of Convertible Note, net	—		40,000
Repurchase of equity instruments of the Company	—		( 48 )
Partial settlement of the Brookfield Loan	( 12,500 )		—
Proceeds from PIPE Warrant	24,950		—
Net cash provided by financing activities	25,619		40,224
Effects of currency translation on cash, cash equivalents and restricted cash	( 523 )		( 287 )
Net decrease in cash, cash equivalents and restricted cash	( 22,235 )		( 15,317 )

LANZATECH GLOBAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)


Cash, cash equivalents and restricted cash at beginning of period	45,737		76,284
Cash, cash equivalents and restricted cash at end of period	$	23,502	$	60,967

Supplemental disclosure of non-cash investing and financing activities:
Acquisition of property, plant and equipment under accounts payable	$	79	$	40
Right-of-use asset additions	—		9,014

Extinguishment of the Brookfield SAFE	13,274		—
Issuance of the Brookfield Loan	( 19,490 )		—
Extinguishment of the Amended 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 )		—

See the accompanying Notes to the Consolidated Financial Statements.

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Description of the Business

LanzaTech Global, Inc., formerly known as AMCI Acquisition Corp. 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 with AMCI and AMCI Merger Sub, Inc. a Delaware corporation and a wholly owned subsidiary of AMCI (“Merger Sub”). On February 8, 2023, Legacy LanzaTech completed its business combination with AMCI by which Merger Sub merged with and into Legacy LanzaTech, with Legacy LanzaTech continuing as the surviving corporation and as a wholly owned subsidiary of AMCI (the “Business Combination”).

The reporting entity is LanzaTech Global, Inc. and its subsidiaries (collectively referred to herein as “the Company”, “LanzaTech” “we”, “us”, “our”). 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 feedstocks, including waste carbon gases, into sustainable 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 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 September 30, 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 unaudited interim financial statements are presented in thousands, except for share and per share amounts.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited interim consolidated financial statements of the Company have been prepared pursuant to Securities and Exchange Commission (“SEC”) rules and regulations for quarterly reports on Form 10-Q. Accordingly, they do not include all of the information and note disclosures required by U.S. Generally Accepted Accounting Principles (“GAAP”) for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024. Intercompany transactions and balances have been eliminated in consolidation. All adjustments to the unaudited interim consolidated financial statements are of a normal, recurring nature and, in the opinion of management, are necessary for a fair presentation of results for these interim periods. Revenues and expenses are subject to fluctuations and accordingly, quarterly interim results may not be indicative of full year results.

Going Concern

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with GAAP and assume the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

The Company has recurring net losses and anticipates continuing to incur losses. The Company had cash and cash equivalents of $ 19,627 and accumulated deficit of $( 1,018,470 ) as of September 30, 2025, along with cash outflows from operations of $( 58,692 ) and net loss of $( 48,867 ) for the nine months ended September 30, 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.

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In light of the Company’s operating requirements and projected capital expenditure under its current business plan, the Company is projecting that its existing cash and short-term debt securities will not be sufficient to fund its operations through the next twelve months from the date of issuance of this Quarterly Report on Form 10-Q. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is focusing on streamlining its business priorities, taking actions to reduce its cost structure and evaluating other liquidity enhancing initiatives, including pursuing capital raising, partnership or asset-related opportunities, and other strategic options. In accordance with Accounting Standards Update ("ASU") No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40),” management has evaluated in aggregate the conditions and events that raise substantial doubt regarding the Company’s ability to continue as a going concern through the next twelve months from the date of issuance of these unaudited consolidated financial statements and has determined that the Company’s ability to continue as a going concern is dependent on its ability to raise significant amounts of additional capital, implement other strategic options, and execute its business plan.

On May 7, 2025 (the “PIPE Closing Date”), LanzaTech Global, Inc. (the “Company”) and LanzaTech Global SPV, LLC, an entity controlled by an existing investor (the “PIPE Purchaser”), entered into a Series A Convertible Senior Preferred Stock Purchase Agreement (as amended by Amendment No. 1 to the Series A Convertible Senior Preferred Stock 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 “PIPE Purchase Agreement”) pursuant to which the Company agreed to issue and sell 20,000,000 shares of its preferred stock designated as “Series A Convertible Senior Preferred Stock”, par value of $ 0.0001 per share (“Series A Preferred Stock”), to the PIPE Purchaser for an aggregate purchase price of $ 40.0 million (the “Series A Preferred Stock Issuance”), subject to certain closing conditions described therein. The Series A Preferred Stock Issuance was consummated on the PIPE Closing Date. In connection with the Series A Preferred Stock Issuance, the Company’s $ 40.2 million aggregate principal amount of Convertible Note due 2029 (the “Convertible Note”), plus accrued and unpaid interest thereon, was converted into 340,543 shares of common stock ( 34,054,337 shares prior to the Reverse Stock Split), par value $ 0.0000001 per share (“common stock”), of the Company pursuant to the mandatory conversion provision of the Convertible Note. Pursuant to the PIPE Purchase Agreement, the Company also agreed to issue to the PIPE Purchaser immediately prior to the consummation, if any, of a Financing (as defined below) (such time, the “Issuance Time”), if and only if the Issuance Time occurs on or prior to May 7, 2026, a warrant (the “PIPE Warrant”) to purchase an aggregate of 7,800,000 shares (“PIPE Warrant Shares”) of common stock at an exercise price equal to $ 0.0000001 per PIPE Warrant Share (subject to adjustments in certain events) and the other terms to be set forth in the PIPE Warrant. Pursuant to the PIPE Purchase Agreement, the parties agreed that the PIPE Warrant would only be exercised upon consummation of a Subsequent Financing (as defined below) or, with the PIPE Purchaser’s consent, an Other Financing (as defined below). If the Conditions to Exercise are satisfied, the PIPE Warrant will be deemed automatically exercised on a cashless, net-exercise basis at such time (the time immediately following such automatic exercise, the “Expiration Time”). The PIPE Warrant will terminate at the earlier of (i) the Expiration Time and (ii) May 7, 2026.

The Company also agreed to use its reasonable best efforts to consummate a bona fide financing pursuant to which the Company sells common stock to one or more accredited investors reasonably satisfactory to the holders of a majority of the outstanding Series A Preferred Stock (the “Majority Holders”), at a price per share of $ 0.0005 (after giving effect to the Reverse Stock Split but subject to further adjustment in certain events), payable in cash, with an aggregate original issue price of not less than $ 35.0 million and not more than $ 60.0 million, on terms and conditions reasonably satisfactory to the Majority Holders (the “Subsequent Financing”). The PIPE Purchase Agreement provides that the Subsequent Financing must be consummated, if at all, no later than October 15, 2025. In addition, with the Majority Holders’ consent and in lieu of the Subsequent Financing, the Company may consummate any other financing that does not constitute a Subsequent Financing (an “Other Financing” and any such Other Financing or a Subsequent Financing, a “Financing”). The Company has not consummated a Subsequent Financing and can provide no assurance that it will secure an Other Financing in a timely manner, on favorable terms or at all.

The Company is actively pursuing the above actions. However, because the Company does not currently have any committed capital and obtaining any Other Financing described above is subject to investor interest and 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.

The unaudited 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.

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Significant Accounting Policies

The Company’s significant accounting policies are included in Note 2 of the Notes to the Company’s Audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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 revenue recognized over time, the Simple Agreement for Future Equity with Brookfield (the “Brookfield SAFE”), the Brookfield Loan (as defined below), the Forward Purchase Agreement (“FPA”), the Convertible Note, the Series A Preferred Stock and the Private Placement Warrants (as defined below).

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.

Most of our arrangements provide fixed consideration, however, when there are variable consideration elements, the Company estimates the transaction price and whether revenue should be constrained. Refer to “Revenue Recognition” below.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. As of September 30, 2025 and December 31, 2024, the Company had $ 19,627 and $ 43,499 of cash and cash equivalents, respectively.

Restricted Cash

The Company is required to maintain a cash deposit with a bank which consists of collateral on certain travel and expense programs maintained by the bank. The following represents a reconciliation of cash and cash equivalents in the consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statements of cash flows as of September 30, 2025 and December 31, 2024.


	As of
	September 30, 2025		December 31, 2024
Cash and cash equivalents	$	19,627	$	43,499
Restricted cash (presented within Other current assets)	3,875		2,238
Cash, cash equivalents and restricted cash	$	23,502	$	45,737

Forward Purchase Agreement

On February 3, 2023, the Company entered into the FPA with ACM ARRT H LLC (“ACM”). On the same date, ACM partially assigned its rights under the FPA to Vellar Opportunity Fund SPV LLC - Series 10 (“Vellar”). ACM and Vellar are together referred to as the “Purchasers.” Pursuant to the FPA, the Purchasers obtained 5,916,514 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 (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 (prior to the Reverse Stock Split) 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 (prior to the Reverse Stock Split) as follows:

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 (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 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. Both the Minimum Maturity Consideration and the Share Consideration are considered to be free-standing debt instruments and as both will be paid on the same terms and at the same time, these are accounted for together. The Company has elected to measure these using the FVO under ASC 825, Financial Instruments (“ASC 825”). 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 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 16 - 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 remained in long-term liabilities.

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.

Refer to Note 9 - Forward Purchase Agreement 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 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 Series A Preferred Stock Issuance, resulting in the conversion of the Convertible Note into 340,543 shares of common stock ( 34,054,337 shares prior to the Reverse Stock Split) pursuant to the mandatory conversion provision of the Convertible Note.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the Measurement Date. Valuation techniques used to measure fair value must maximize the use of

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access;

Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities; and

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement , approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability.

Revenue Recognition

The Company recognizes revenue from exchange transactions in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”) and grants from non-customers. The Company primarily earns revenue from services related to biorefining (formerly known as carbon capture and transformation) which includes techno-economic feasibility studies and basic engineering design of commercial plants, licensing of technologies and sales of biocatalysts (microbes and media). 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, 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 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.

Biorefining

The Company provides feasibility studies and basic design and engineering services used for detailed design, procurement, and construction of commercial plants that utilize the Company’s technologies, along with the sale of microbes and media. The services provided are recognized as a performance obligation satisfied over time. Revenue is recognized as services are rendered using the cost-to-cost input method for certain engineering services, or the labor hours input method as performance obligations are satisfied. Revenue for the sale of microbes and media is at a point in time, depending on when control transfers to the customer.

The Company licenses intellectual property to generate recurring revenue, in the case of running royalties, or one-time revenue, in the case of fixed consideration royalties, when its customers deploy the Company’s technology in their biorefining plants. When licenses are considered to be distinct performance obligations, the recognition of revenue is dependent on the terms of the contract, which may include fixed consideration or royalties based on sales or usage, in which case the revenue is recognized when the subsequent sale or usage occurs or when the performance obligation to which some or all of the sales or usage-based royalty is allocated has been satisfied, whichever is later.

Joint Development and Contract Research

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 (“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. Revenue is recognized based on milestone completion, when payments are contingent upon the achievement of such milestones, or based on percentage-completion method when enforceable rights to payment exist. When no milestones or phases are clearly defined, management has determined that the cost incurred, input method, is an appropriate measure

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of progress because services are rendered to satisfy the performance obligations. The Company estimates its variable consideration under the expected value method.

Revenue is not recognized in advance of customer acceptance of a milestone when such acceptance is contractually required. Payments for R&D services are typically due from customers when a milestone is completed or a technical report is submitted; therefore, a contract asset is recognized at milestone completion but prior to the submission of a technical report. The contract asset represents the Company’s right to consideration for the services performed at milestone completion. Occasionally, customers provide payments in advance of the Company providing services which creates a contract liability for the Company. The contract liability represents the Company's obligation to provide services to a customer.

Grants

Grants received to perform services related to biorefining or joint development and contract research, including cost reimbursement agreements, are assessed to determine if the agreement should be accounted for as an exchange transaction or a contribution. An agreement is accounted for as a contribution if the resource provider does not receive commensurate value in return for the assets transferred. Contributions are recognized as grant revenue as the qualifying costs related to the grant are incurred.

CarbonSmart

The Company purchases ethanol from the customers who have deployed the Company’s proprietary technologies in their biorefining plants and sells it and its derivatives as CarbonSmart products. Revenue is recognized at a point in time when control transfers to the Company’s end customer, which varies depending on the shipping terms. The Company acts as the principal in such transactions and accordingly, recognizes revenue and cost of revenues on a gross basis. Amounts received for sales of CarbonSmart products are classified as revenue from sales of CarbonSmart products in the consolidated statements of operations and comprehensive loss.

Collaboration Arrangements

The Company has certain partnership agreements that are within the scope of ASC 808, Collaborative Arrangements , which provides guidance on the presentation and disclosure of collaborative arrangements. Generally, the classification of the transaction under the collaborative arrangements is determined based on the nature of the contractual terms of the arrangement, along with the nature of the operations of the participants. The Company’s collaborative agreements generally include a provision of R&D services related to novel technologies and biocatalysts. Amounts received for these services are classified as Revenue from collaborative arrangements in the consolidated statements of operations and comprehensive loss. The Company's R&D services are a major part of the Company's ongoing operations and therefore ASC 606 is applied to recognize revenue.

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

Research and Development

The Company expenses as incurred costs associated with R&D activities other than those related to revenue agreements or those eligible for capitalization under applicable guidance.

Concentration of Credit Risk and Other Risks and Uncertainties

Revenue generated from the Company’s customers and grant providers from outside of the United States was approximately 69 % and 73 %, for the three months ended September 30, 2025 and 2024, respectively, and approximately 70 % and 51 %, for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025 and December 31, 2024, approximately 58 % and 36 %, respectively, of trade accounts receivable and unbilled accounts receivable were due from customers and grant providers located outside the United States. As of September 30, 2025 and December 31, 2024, the value of property, plant, and equipment outside the United States was immaterial.

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s revenue by geographic region based on the contracting entities’ location is presented in Note 4 - Revenues .

Our largest contracting entities represent 10% or greater of revenue and were as follows for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Customer A	27	%	14	%	31	%	4	%
Customer B	13	%	16	%	13	%	30	%
Customer C	16	%	19	%	5	%	16	%

Recently Issued Accounting Pronouncements, Not Yet Adopted

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

In November 2024, the Financial Accounting Standards Board (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 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”)

In November 2024 and January 2025, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” and ASU No. 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date,” respectively, which clarified the effective date of ASU 2024-03. The ASU will require the Company to disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization, as applicable, included in certain expense captions in the Consolidated Statements of Operations, as well as qualitatively describe remaining amounts included in those captions. ASU 2024-03 will also require the Company to disclose both the amount and the Company’s definition of selling expenses. The standards are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of the adoption of the standard on its financial statement 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. 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 standard is effective for the Company starting in annual periods in 2025. The Company will incorporate required disclosures in its annual financial statements for the year ending December 31, 2025.

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Net Income (Loss) Per Share

Basic net income (loss) per share is computed under the two-class method in accordance with ASC 260, which requires the allocation of net income to participating securities, including the Company’s participating preferred stock (as-converted), based on their proportionate share of the total weighted-average participating securities and common shares outstanding during the period. Net income available to common shareholders is then divided by the weighted-average number of common shares outstanding. Diluted net income (loss) per share reflects the impact of potentially dilutive securities, including equity-classified share-based compensation, the Brookfield SAFE, and warrants, to the extent they are dilutive. For the three months ended September 30, 2025, the assumed conversion or exercise of all potential common stock equivalents would have been anti-dilutive; therefore, diluted net income per share equals basic net income per share.

The following table presents (in thousands, except share and per share amounts) the calculation of basic and diluted net income (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”:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Numerator:
Net income (loss) used for basic earnings per common share	$	2,861	$	( 57,431 )	$	( 48,867 )	$	( 110,738 )
Effect of dilutive securities:
Income allocated to participating preferred stock (1)	( 227 )		—		—		—
Numerator for dilutive net income (loss) per share - net income available for common shareholders’ after the effect of dilutive securities	$	2,634	$	( 57,431 )	$	( 48,867 )	$	( 110,738 )
Denominator:
Weighted-average number of common shares outstanding - basic	2,320,018		1,977,734		2,156,721		1,974,992
Effect of dilutive securities:
Shares of common stock issuable upon exercise of AM SAFE Warrants	300,000		—		—		—
Shares of common stock underlying restricted stock units	43,175		—		—		—
Denominator for dilutive net income (loss) per share - adjusted weighted average shares used in computing net income (loss) per share - diluted	2,663,193		1,977,734		2,156,721		1,974,992
Earnings per share:
Net income (loss) per common share - basic	$	1.14	$	( 29.04 )	$	( 22.66 )	$	( 56.07 )
Net income (loss) per common share - diluted	$	0.99	$	( 29.04 )	$	( 22.66 )	$	( 56.07 )

__________________

(1) Represents the allocation of net income to participating preferred stock as-converted under the two-class method.

(2) 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.

The Company’s preferred stock is considered a participating security because it is entitled to participate in dividends with common stock. Accordingly, the Company applies the two-class method of calculating earnings per share.

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the three months ended September 30, 2025, approximately $ 0.2 million of net income was allocated to participating preferred stock (as-converted), with the remaining $ 2.6 million allocated to common shareholders.

As of September 30, 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 September 30,
	2025	2024

Options	135,715	187,331
RSUs	52,295	77,697
Convertible Note	—	321,200
Brookfield SAFE	—	50,000
Warrants	447,055	463,577
Total	635,065	1,099,805

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4 — Revenues

Disaggregated Revenue

The following table presents disaggregated revenue in the following categories (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Contract Types:
Licensing	$	1,051	$	1,088	$	3,152	$	10,209
Engineering and other services	4,035		4,861		7,730		14,439
Biorefining revenue	$	5,086	$	5,949	$	10,882	$	24,648

Joint development agreements	62		917		2,425		5,122
Contract research	1,159		868		3,545		3,782
Joint development and contract research revenue	$	1,221	$	1,785	$	5,970	$	8,904

CarbonSmart product	2,972		2,209		10,994		4,010

Total Revenue	$	9,279	$	9,943	$	27,846	$	37,562

The following table presents revenue from partners in collaborative arrangements and from grant contributions which are included in the table above as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue from partners in collaborative agreements included in the Joint development agreements above	$	62	$	917	$	2,425	$	4,469
Revenue from grant contributions included in Engineering and other services above	1,509		1,915		1,559		6,068

Revenue by Geographic Location

The following table presents disaggregation of the Company’s revenues by customer location for the three and nine months ended September 30, 2025 and 2024 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
North America	$	2,884	$	2,709	$	8,498	$	18,298
Europe, Middle East, Africa (EMEA)	2,973		4,142		7,437		13,736
Asia	3,422		2,664		11,911		4,696
Australia	—		428		—		832
Total Revenue	$	9,279	$	9,943	$	27,846	$	37,562

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Contract balances

The following table provides changes in contract assets and liabilities (in thousands):


	Current Contract Assets		Current Contract Liabilities		Non-current Contract Liabilities
Balance as of December 31, 2024	$	18,975	$	6,168	$	5,233
Additions to unbilled accounts receivable	13,335		—		—
Increases due to consideration received	—		3,181		—
Unbilled accounts receivable recognized in trade receivables	( 23,205 )		—		—
Increase on revaluation on currency	237		2		670
Reclassification from long-term to short-term	—		2		( 2 )
Reclassification to revenue because of performance obligations satisfied	—		( 7,311 )		—

Balance as of September 30, 2025	$	9,342	$	2,042	$	5,901

The decrease in contract assets was mostly due to billing certain customers and government entities for engineering and other services that were previously recorded as contract assets. As of September 30, 2025 and December 31, 2024, the Company had $ 8,700 and $ 9,456 , respectively, of billed accounts receivable, net of allowance.

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

Transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized, including unearned revenue to be recognized in future periods. Transaction price allocated to remaining performance obligations is influenced by factors such as project size, duration, contract modifications, and customer-specific acceptance rights. As of September 30, 2025, the Company had approximately $ 23,571 in contracted revenue remaining to be recognized, of which $ 13,888 is expected to be recognized in the next twelve months .

Note 5 — Other Income (Expense), Net /Fair Value Change Impact on Net Income

Fair Value Remeasurement impact on Net Income

For the three months ended September 30, 2025, the Company recognized net income, compared to a net loss in prior periods. This variance was driven primarily by a non-cash gain recorded within Other income (expense), net related to the fair value remeasurement of certain liability-classified financial instruments.

The Company is required to remeasure at fair value, each reporting period, certain financial instruments that are classified as liabilities, including the PIPE Warrant liability, the Brookfield Loan, the Brookfield SAFE liability, and other convertible instruments.

Changes in the fair value of these instruments are recorded in Other income (expense), net and may result in significant non-cash gains or losses in any given period due to changes in the Company’s stock price, volatility assumptions, interest rates, or other valuation inputs.

During the current quarter, the fair value of these instruments decreased substantially, resulting in a non-cash gain that exceeded the Company’s operating loss for the period. As a result, the Company reported net income, even though there was no corresponding improvement in operating performance, cash flows, or underlying profitability. The non-cash fair value adjustment does not reflect changes in the Company’s operating results and is not indicative of the Company’s ongoing operating performance.

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Management expects that these fair value adjustments may continue to result in meaningful volatility in net income (loss) in future periods until the related instruments are settled, extinguished, or reclassified to equity.

Note 6 — Investments

HTM 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.


	December 31, 2024
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Accrued Interest
Short-term:

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

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

As of September 30, 2025, the Company did not have any HTM debt securities. The Company regularly reviews HTM securities for declines in fair values that are determined to be credit related. As of September 30, 2025 and December 31, 2024, the Company did not have an allowance for credit losses related to HTM securities.

Equity investments

As of September 30, 2025 and December 31, 2024, the Company’s equity investments consisted of the following (in thousands):


	As of
	September 30, 2025		December 31, 2024
Equity Method Investment in LanzaJet	$	—	$	4,363
Equity Security Investment in SGLT	14,990		14,990
Total Investment	$	14,990	$	19,353

LanzaJet

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 (“Original 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 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”).

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 Original Investment Agreement. 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 % as of June 30, 2024.

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the three months ended September 30, 2025 and 2024, the Company recognized revenue from the Original Investment Agreement of $ 1,051 and $ 1,086 , respectively, net of intra-entity profit elimination. During the nine months ended September 30, 2025 and 2024, the Company recognized revenue from this arrangement of $ 3,152 and $ 10,207 , respectively, net of intra-entity profit elimination and had associated deferred revenue of $ 1,346 and $ 5,375 as of September 30, 2025 and December 31, 2024, respectively. Net intra-entity profits related to this arrangement were $ 293 and $ 257 for the three months ended September 30, 2025 and 2024, respectively, and $ 878 and $ 3,450 for the nine months ended September 30, 2025 and 2024, respectively. Intra-entity profits are amortized over a 15-year period through 2034.

On October 16, 2025, the Company entered into a Second Amended and Restated Investment Agreement (the“Second A&R LanzaJet Investment Agreement”), which amends and restates the provisions of the Original Investment Agreement. See Note 17 – Subsequent Events.

In connection with the LanzaJet Note Purchase Agreement (see Note 14 - Related Party Transactions) , LanzaJet issued warrants to its lenders that became exercisable at an exercise price of $ 0.01 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. No gain on dilution was recognized for the three months ended September 30, 2025 and 2024. The Company recorded a gain on dilution of $ 0 and $ 188 during the nine months ended September 30, 2025 and 2024, respectively. The Company’s ownership in LanzaJet as of September 30, 2025 was 36.33 %.

The carrying value of the Company’s equity method investment in LanzaJet as of September 30, 2025 was zero . 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 as of March 31, 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 Company will not recognize additional losses until the investment returns to a positive carrying value. The Company will continue to monitor LanzaJet’s financial results and track its share of any future profits or losses off-balance sheet.

In connection with a sublicense agreement to LanzaJet (the “LanzaJet License Agreement”) under the Company’s license agreement (the “Batelle 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 September 30, 2025 and 2024.

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


	Nine Months Ended September 30,
	2025		2024
Selected Statement of Operations Information:
Revenues	$	7,327	$	12,935
Gross profit	2,989		5,445
Net loss	( 66,499 )		( 25,536 )
Net loss attributable to the Company	$	( 24,157 )	$	( 8,124 )

	As of
	September 30, 2025		December 31, 2024
Selected Balance Sheet Information:
Current assets	$	14,932	$	79,060
Non-current assets	272,616		271,019
Current liabilities	23,677		29,069
Non-current liabilities	$	311,342	$	303,352

SGLT

On September 28, 2011, the Company contributed RMB 25,800 (approx. $ 4,000 ) in intellectual property in exchange for 30 % of the registered capital of Beijing Shougang LanzaTech Technology Co., LTD (“SGLT”). Since then, the Company’s interest in SGLT’s registered capital has decreased to approximately 9.31 % as a result of investment by new investors. The Company accounts for its investment in equity securities of SGLT using the alternative measurement principles as permitted under ASC 321, Investments - Equity Securities, because SGLT's fair value is not readily determinable. For the three and nine months ended September 30, 2025 and 2024 , there was no change in the recorded amount of the investment in SGLT.

As of September 30, 2025 and 2024, there were no impairments of equity investments. During the three and nine months ended September 30, 2025 and 2024, the Company received no dividends from equity investments. See Note 14 - 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 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.

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 (as amended by Amendment No. 1 to the Brookfield Framework Agreement, dated July 10, 2025, the “Brookfield Framework Agreement”) for an initial term ending December 3, 2028. Under such agreement, LanzaTech agreed to exclusively offer Brookfield the opportunity to acquire or invest in certain projects to construct commercial production facilities employing carbon capture and transformation technology in the U.S., the European Union, the United Kingdom, Canada or Mexico for which LanzaTech is solely or jointly responsible for obtaining or providing equity financing, subject to certain exceptions. LanzaTech agreed to present Brookfield with projects that over the term of the agreement require equity funding of at least $ 500,000 in the aggregate. With respect to projects acquired by Brookfield, LanzaTech is entitled to a percentage of free cash flow generated by such projects determined in accordance with a hurdle-based return waterfall. Brookfield has no obligation under the Brookfield Framework Agreement to invest in any of the projects. There had been no investments in projects as of September 30, 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”) 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, (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 September 30, 2025, no qualifying financing had yet occurred and no qualified project investments had been presented to Brookfield, therefore no portion of the Brookfield Loan was deemed repaid. As of September 30, 2025, the fair value of the Brookfield Loan was $ 13,300 and was recorded within the Brookfield Loan liability on the consolidated balance sheets.

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Refer to Note 11 - Fair Value Measurement for further details on the Brookfield SAFE and the Brookfield Loan’s fair value measurement and liabilities recorded as of September 30, 2025 and associated changes to their respective fair value for the nine months ended September 30, 2025.

Note 8 — Convertible Note

On August 5, 2024, the Company entered into the Convertible Note Purchase Agreement pursuant to which the Company agreed to sell and issue to Carbon Direct Capital and other purchasers in a private placement transaction 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 $ 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 were approximately $ 40,000 before deducting estimated offering expenses.

On May 7, 2025, the Company consummated a Qualified Equity Financing with the Series A Preferred Stock Issuance, resulting in 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 $ 9.4 million and $ 43.8 million for the three and six months ended June 30, 2025, respectively, and was included within other income (expense), net in the Company’s consolidated statements of operations and comprehensive loss.

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9 — 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 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. 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 16 - Commitments and Contingencies).

On October 4, 2024, ACM delivered to the Company notice of satisfaction of the VWAP Trigger Event, which accelerated the FPA Maturity Date with respect to ACM’s portion of the FPA. On October 15, 2024 and October 21, 2024, the Company paid in cash to ACM $ 2,539 in Share Consideration and $ 7,500 in Maturity Consideration, respectively, and ACM subsequently returned its Recycled Shares to the Company. As a result, the Company’s and ACM’s obligations under the FPA have been fully satisfied.

The Fixed Maturity Consideration was valued at $ 4,123 as of September 30, 2025 and as of December 31, 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 September 30, 2025 and December 31, 2024, respectively, 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).

Note 10 — Preferred Stock and PIPE Warrant

Series A Preferred Stock - Mezzanine Equity

On the PIPE Closing Date, the Company and the PIPE Purchaser entered into the PIPE Purchase Agreement pursuant to which the Company agreed to issue and sell 20,000,000 shares of Series A Preferred Stock to the PIPE Purchaser for $ 2.00 per share for an aggregate purchase price of $ 40.0 million (the “Series A Preferred Stock Issuance”), subject to certain closing conditions described therein. The Series A Preferred Stock Issuance was consummated on the PIPE Closing Date. Preferential cumulative dividends accrue on each share of Series A 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 Series A 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 Series A Preferred Stock, the Company is required to make an irrevocable and unconditional offer to holders of the Series A Preferred Stock to redeem all of the then-outstanding shares of Series A Preferred Stock (a “Mandatory Redemption”). The redemption price for each share of Series A 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 Series A 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 Series A Preferred Stock upon a Mandatory Redemption, then the Company shall redeem the maximum aggregate number of shares of Series A Preferred Stock permitted by law, on a pari passu basis. Any shares of Series A Preferred Stock that are not redeemed pursuant to the immediately preceding sentence shall remain outstanding. The Company classifies the Series A Preferred Stock as mezzanine equity (temporary equity) outside of permanent equity on the consolidated balance sheets. This classification reflects provisions in the PIPE 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.

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PIPE Warrant

Pursuant to the PIPE Purchase Agreement, the Company also agreed to provide the PIPE Purchaser the contingent opportunity to participate in the potential future equity appreciation of the Company in the form of the PIPE Warrant that, similar to a structuring fee, would be issued 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 PIPE Purchase Agreement, the parties agreed that the PIPE Warrant would only be exercised upon consummation of a Subsequent Financing or, with the PIPE Purchaser’s consent, an Other Financing. If the Conditions to Exercise are satisfied, 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”). The PIPE Warrant will terminate at the earlier of (i) the Expiration Time and (ii) May 7, 2026.

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 he 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.

If the Company is unable to consummate a Financing, then the PIPE Warrant will not be issued and will have no accounting value.

The Company also agreed to use its reasonable best efforts to consummate a Subsequent Financing. The PIPE Purchase Agreement provides that the Subsequent Financing must be consummated, if at all, no later than October 15, 2025. In addition, with the Majority Holders’ consent and in lieu of the Subsequent Financing, the Company may consummate an Other Financing. The Company has not consummated a Subsequent Financing and can provide no assurance that it will secure an Other Financing in a timely manner, on favorable terms or at all.

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11 — Fair Value Measurement

The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of September 30, 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:


	September 30, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	15,712	$	—	$	—	$	15,712
Total assets	$	15,712	$	—	$	—	$	15,712

Liabilities:

FPA Put Option liability	$	—	$	—	$	30,015	$	30,015
Fixed Maturity Consideration and current FPA Put Option liability	—		—		4,123		4,123

Brookfield Loan liability	—		—		13,300		13,300

Private Placement Warrants	—		—		41		41
Public Warrants	2		—		—		2
Total liabilities	$	2	$	—	$	47,479	$	47,481


	December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	30,136	$	—	$	—	$	30,136
Total assets	$	30,136	$	—	$	—	$	30,136

Liabilities:
Convertible Note	$	—	$	—	$	51,112	$	51,112
FPA Put Option liability	—		—		30,015		30,015
Fixed Maturity Consideration	—		—		4,123		4,123
Brookfield SAFE liability	—		—		13,223		13,223
Private Placement Warrants	—		—		1,432		1,432
Public Warrants	2,099		—		—		2,099
Total Liabilities	$	2,099	$	—	$	99,905	$	102,004

Forward Purchase Agreement

The fair value upon issuance of the FPA (both the FPA Put Option liability and Fixed Maturity Consideration) and subsequent changes in fair value are included in other expense, net in the consolidated statements of operations and comprehensive loss in the corresponding period.

The fair value of the FPA was estimated using a Monte-Carlo Simulation in a risk-neutral framework through March 31, 2024. Because the stock price already traded below the threshold of $ 3.00 per share for 49 days out of 50 trading days during a 60 -day consecutive trading-day period, management determined that estimating the fair value of the FPA using an accelerated FPA Maturity Date was more appropriate. As such, the model calculated the value of the in-substance written put option and the portion of the Maturity Consideration in excess of the Fixed Maturity Consideration as if the Early Termination Option was exercised on June 30, 2024. Thereafter, the in-substance written put option was calculated as the repurchase of the Recycled Shares at the Share Price minus the Company’s share price as of the reporting date. The

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 (there was no fair value update for the period ended September 30, 2025):


	December 31, 2024
Stock price	$	1.37
Term (in years)	0
Expected volatility	N/A
Risk-free interest rate	N/A
Expected dividend yield	— %

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 9 - Forward Purchase Agreement and Note 16 - Commitments and Contingencies ).

Convertible Note

The Company has elected to measure the Convertible Note using the fair value option under ASC 825. 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 ( 34,054,337 prior to the Reverse Stock Split) 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:


	May 7, 2025		December 31, 2024
Stock price	$	0.24	$	1.37
Term (in years)	0		4.6
Expected volatility	— %		110.0 %
Risk-free interest rate	— %		4.3 %
Expected dividend yield	— %		— %

Brookfield SAFE

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 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. At maturity, the holder could either convert or receive the remaining principal and interest in cash, similar in structure to a standard convertible note. Accordingly, the fair value of the maturity portion was estimated using the Black-Scholes option pricing model. The strike price would be the accrued balance of the Brookfield SAFE at maturity. On a per share basis the strike price would be $ 14.69 (i.e. $ 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

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 at February 14, 2025 and December 31, 2024 are as follows:


	February 14, 2025		December 31, 2024
Initial purchase amount	$	50,000	$	50,000
Liquidity price	$	10.00	$	10.00
Stock price	$	0.75	$	1.37
Term (in years)	0.88		3.11
Expected volatility	60.0 %		67.5 %
Risk-free interest rate	4.3 %		4.3 %
Expected dividend yield	— %		— %

Brookfield Loan

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 February 14, 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. There were no cash flows associated with execution of the Brookfield Loan on February 14, 2025, 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 which includes the February 21, 2025 repayment and the Company’s expectation to present projects to Brookfield to result in the Brookfield Loan liability being deemed as repaid at 75 % and 50 % as of February 14, 2025 and September 30, 2025. The remaining portion outstanding is adjusted for repayment at maturity.

Significant inputs for Level 3 Brookfield Loan measurement at September 30, 2025, July 10, 2025, and February 14, 2025 are as follows:


	September 30, 2025		July 10, 2025			February 14, 2025
Adjusted remaining amount	$	24,526	$	24,526		$	10,123
Term (in years)	3.1		3.3			1.46
Discount rate	40.0 %		40.0		%	40.0 %

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PIPE Warrant

Pursuant to the PIPE Purchase Agreement, the Company also agreed to provide the PIPE Purchaser the contingent opportunity to participate in the potential future equity appreciation of the Company in the form of the PIPE Warrant that, similar to a structuring fee, would be issued if and only if certain conditions were satisfied prior to May 7, 2026, including obtaining a required stockholder vote and additional Financing meeting specified criteria. If issued, the PIPE Warrant would provide for the issuance of an aggregate of 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 PIPE Purchase Agreement, the parties agreed that the PIPE Warrant would only be exercised upon consummation of a Subsequent Financing or, with the PIPE Purchaser’s consent, an Other Financing. If the Conditions to Exercise are satisfied, the PIPE Warrant will be deemed automatically exercised on a cashless, net-exercise basis at such time (the time immediately following such automatic exercise, the “Expiration Time”). The PIPE Warrant will terminate at the earlier of (i) the Expiration Time and (ii) May 7, 2026.

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.

If the Company is unable to consummate a Financing, then the PIPE Warrant will not be issued and will have no accounting value.

Public Warrants and 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 $ 11.50 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 $ 11.50 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 “Private Placement Warrants”. In connection with the IPO, the Company has 7,808,119 Public Warrants and 4,466,081 Private Placement Warrants outstanding as of September 30, 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 income (expense), net within the consolidated statements of operations and comprehensive loss. The Company recognized decreases in the fair value of the liability of $ 205 and $ 301 for the three months ended September 30, 2025 and 2024, respectively, and $ 2,098 and $ 2,574 during the nine months ended September 30, 2025 and 2024, respectively.

The fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model. The Company recognized decreases in fair value of the liability of $ 48 and $ 286 for the three months ended September 30, 2025 and 2024, respectively, and $ 1,391 and $ 2,435 for the nine months ended September 30, 2025 and 2024, respectively.

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 Private Placement Warrants outstanding as of September 30, 2025 and December 31, 2024. September 30, 2025 amounts reflect post-reverse Stock Split figures, whereas December 31, 2024 amounts reflect pre-Reverse Stock Split figures:


	September 30, 2025		December 31, 2024
Stock price	$	24.51	$	1.37
Exercise price	$	1,150.00	$	11.50
Term (in years)	2.36		3.11
Expected volatility	110.0 %		97.5 %
Risk-free interest rate	3.60 %		4.28 %
Expected dividend yield	— %		— %

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		PIPE Warrant		FPA Put Option		Fixed Maturity Consideration		Brookfield SAFE		Brookfield Loan		Private Placement Warrants
Balance as of January 1, 2025	$	( 51,112 )	$	—	$	( 30,015 )	$	( 4,123 )	$	( 13,223 )	$	—	$	( 1,432 )
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 Amended 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 )		( 6,310 )		1,391
Balance as of September 30, 2025	$	—	$	—	$	( 30,015 )	$	( 4,123 )	$	—	$	( 13,300 )	$	( 41 )


	Convertible Note		FPA Put Option		Fixed Maturity Consideration		Brookfield SAFE		Private Placement Warrants
Balance as of January 1, 2024	$	—	$	( 37,523 )	$	( 7,228 )	$	( 25,150 )	$	( 3,914 )
Issuance of the Convertible Note	( 40,150 )
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss	( 21,427 )		( 22,492 )		( 1,019 )		15,600		2,434
Balance as of September 30, 2024	$( 61,577 )		$	( 60,015 )	$	( 8,247 )	$	( 9,550 )	$	( 1,480 )

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 12 — Income Taxes

The Company is subject to federal and state income taxes in the United States, as well as income taxes in foreign jurisdictions in which it conducts business. The Company does not provide for federal income taxes on the undistributed earnings of its foreign subsidiaries as such earnings are reinvested indefinitely. The Company and its foreign subsidiaries have historically been loss generating entities that have resulted in no excess earnings to consider for repatriation and accordingly there were no deferred income taxes recognized for the three and nine months ended September 30, 2025 and 2024.

The Company recorded no income tax expense for the three and nine months ended September 30, 2025 and 2024, representing an effective tax rate of 0 %. The difference between the U.S. federal statutory rate of 21 % and the Company's effective tax rate in the three and nine months ended September 30, 2025 and 2024 was primarily due to a full valuation allowance related to the Company's U.S. and foreign deferred tax assets. The Company reassesses the need for a valuation allowance on a quarterly basis. If it is determined that a portion or all of the valuation allowance is not required, it will generally be a benefit to the income tax provision in the period such determination is made.

The Company conducts business in multiple jurisdictions within and outside the United States. Consequently, the Company is subject to periodic income tax examinations by domestic and foreign income tax authorities. The Company is subject to audits for tax years 2018 and onward for federal purposes. 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.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. The Company is in the process of evaluating the impacts of OBBBA and the results of which will be recognized in the financial statements during the period of enactment.

Note 13 — 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 (“SARs”), restricted stock units (“RSUs”), performance awards and other stock-based awards or cash incentives. Prior to the effective date of the closing of the Business Combination, the Company granted awards under the LanzaTech NZ Inc. 2013 Stock Plan, the LanzaTech NZ Inc. 2015 Stock Plan, and the LanzaTech NZ, Inc. 2019 Stock Plan, (collectively, the “Prior Stock Plans”).

Equity Classified Awards:

Restricted Stock Units

Under the LTIP, the Company has granted two types of RSUs: time-based RSUs, and market-based RSUs. Time-based RSUs granted to employees and other service providers (other than directors) are generally 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. However, vesting will accelerate in certain circumstances (e.g., retirement, death, disability, or a qualified termination in connection with a change in control). Time-based RSUs granted to directors are subject to a one-year vesting schedule and the full award vests on the first anniversary of the vesting commencement date, subject to the director’s continued service through the vesting date. However, vesting will accelerate in certain circumstances (e.g., removal in connection with a change in control).

The market-based RSUs have both a time-based and a market-based vesting component. 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 vesting component is satisfied if on any date during the period beginning on the 151 st date following the vesting commencement

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 $ 11.50 , 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 RSUs for the nine months ended September 30, 2025, were as follows:


	Time-based RSUs			Market-based RSUs
	Shares (in thousands)	Weighted Average Grant Date Fair Value		Shares (in thousands)	Weighted Average Grant Date Fair Value
Non-vested Outstanding at January 1, 2025	40	$	322.27	35	$	170.63
Granted	—	—		—	—
Vested	( 16 )	326.76		( 4 )	161
Cancelled/forfeited	( 9 )	326.76		—	161
Non-vested Outstanding at September 30, 2025	15	$	314.81	31	$	172.03

Compensation expense related to the time-based RSUs was $ 501 and $ 1,525 for the three months ended September 30, 2025 and 2024, respectively, and $ 2,590 and $ 3,866 for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, $ 2,874 of unrecognized compensation cost related to time-based RSUs will be recognized over a weighted-average period of 1.18 years.

Compensation expense related to the market-based RSUs was $ 156 and $ 437 for the three months ended September 30, 2025 and 2024, respectively, and $ 545 and $ 1,551 for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, $ 232 of unrecognized compensation costs related to market-based RSUs will be recognized over a weighted-average period of 0.47 years.

Stock Options

In accordance with the LTIP and Prior Stock Plans, grantees have also been granted stock options to purchase common shares. The exercise price of each stock option was no less than the fair market value price of the Company’s common shares determined as of the date of grant. The stock options generally vest over the course of two to five years , subject to the service provider’s continued service through each vesting date. Upon termination of service, unvested stock options are forfeited in accordance with their terms unless the award agreement provides for accelerated vesting (e.g., due to retirement). 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.

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock option awards outstanding as of September 30, 2025 and changes during the nine months ended September 30, 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	187	$	210.93
Vested and expecting to vest at January 1, 2025	187	210.93
Exercisable at January 1, 2025	128	167.46
Granted	—
Exercised	—
Cancelled/forfeited	( 11 )	334.36
Expired	( 13 )	220.03
Outstanding at September 30, 2025	163	$	216.72	4.44	$	6,200
Vested and expecting to vest at September 30, 2025	163	216.72		4.44	6,200
Exercisable at September 30, 2025	113	$	195.04	3.75	$	6,200

Compensation expenses related to the stock options was $ 736 and $ 1,694 for the three months ended September 30, 2025 and 2024, respectively, and $ 2,737 and $ 4,536 for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, $ 3,022 of unrecognized compensation costs related to stock options will be recognized over a weighted-average period of 1.18 years.

Liability-Classified Awards

Phantom RSUs

Under a phantom equity sub-plan of the LTIP, certain non-US employees of the Company were provided with Phantom RSUs that can only be settled in cash and are therefore recorded as a liability. The Phantom RSUs 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. Grantees are entitled to receive a cash payment equal to the fair market value of a share multiplied by the number of vested Phantom RSUs as of the applicable vesting date.

Phantom SARs

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. 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.

Note 14 — Related Party Transactions

As of September 30, 2025 and 2024, the Company had equity ownership in LanzaJet and SGLT (see Note 6 - Investments for further details). The table below summarizes amounts related to transactions with these related parties (in

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

thousands):


	As of
	September 30, 2025		December 31, 2024
Accounts receivable	$	2,194	$	2,452
Contract assets	—		399
Notes receivable	—		5,789
Accounts payable	$	—	$	234

The following table presents revenue from related parties per disaggregated revenue categories:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue from related parties, included within Licensing	$	1,051	$	1,088	$	3,152	$	10,209
Revenue from related parties, included within Engineering and other services	147		530		405		1,190

The main transactions with related parties are described below:

LanzaJet

The Company and LanzaJet have entered into a master service agreement defining the terms when LanzaJet is a subcontractor for some of the Company’s projects, and conversely, when the Company is a subcontractor for LanzaJet’s projects. 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, primarily for the access and use of certain equipment and spaces. For the three and nine months ended September 30, 2025 and 2024, the Company recognized immaterial amounts of revenue from related parties.

In addition to the licensing and sublicensing of its intellectual property, pursuant to the Original 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. As the project has reached completion, the Company recognized immaterial amounts of revenue for ad-hoc services during the three and nine months ended September 30, 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 2025, at which time the Company’s $ 2,000 receivable will be reduced to the extent of payments due and payable under the license agreement. The Company recognized $ 58 and $ 173 in deferred profit for the three and nine months ended September 30, 2025.

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.

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

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the LanzaJet Agreements and to reflect other changes agreed to by the LanzaJet Investment Parties. See Note 17 – Subsequent Events.

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 (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, 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. 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. Upon an event of default under the LanzaJet Note Purchase Agreement, each purchaser may accelerate the payment of its own Notes. Enforcement against the collateral securing the Notes requires the approval of certain holders as specified in the Notes.

As of September 30, 2025, the carrying amount of the note receivable from LanzaJet was reduced to zero . This reduction reflects LanzaJet’s share of losses attributable to the Company under the equity method investment carrying

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

amount. As a result of continued net losses, the Company’s investment in LanzaJet has also been reduced to zero . The Company will not recognize additional losses until the investment returns to a positive carrying value. The Company will continue to monitor LanzaJet’s financial results and track its share of any future profits or losses off-balance sheet (See Note 6 - Investments).

SGLT

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 three and nine months ended September 30, 2025 and 2024, the Company recognized an immaterial amount of revenue. The Company also provided engineering services and incurred costs of $ 166 and $ 328 for the three months ended September 30, 2025 and 2024, respectively, and $ 596 and $ 783 for the nine months ended September 30, 2025 and 2024, respectively.

Note 15 — Reportable Segment

The Company operates as one operating segment and therefore one reportable segment, focused on integrated solutions to customers based on its proprietary technology. The determination of the Company’s reportable segment is consistent with the financial information regularly reviewed by the chief operating decision maker (“CODM”) for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting for future periods. The Company’s chief operating decision maker is its Chief Executive Officer.

The Company’s single operating segment generates revenues from its three business lines: (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. While the Company operates in various countries, its financial results and operations are viewed on a global basis.

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 measure of segment assets is reported on the balance sheet as total assets. The CODM does not review segment assets at a level other than that presented in the Company’s consolidated balance sheets. The table below presents the Company’s consolidated operating results including significant segment expenses:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Consolidated Revenues	$	9,279	$	9,943	$	27,846	$	37,562
Less
Consolidated Cost of Sales	6,916		8,141		20,659		20,402
Salaries and benefits expenses 1	11,833		20,643		45,013		62,368
External service providers 1	2,473		8,699		25,323		19,554
Other Operating expenses (net of recharges)	3,714		5,417		15,802		17,151
Net loss from operations	$	( 15,657 )	$	( 32,957 )	$	( 78,951 )	$	( 81,913 )
Other income (expense), net	18,670		( 18,939 )		40,103		( 20,890 )
Loss from equity method investees, net	( 152 )		( 5,535 )		( 10,019 )		( 7,935 )
Net income (loss)	$	2,861	$	( 57,431 )	$	( 48,867 )	$	( 110,738 )

(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 . As of September 30, 2025, property

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

plant and equipment, net of depreciation, was $ 18,293 and associated expenditure during the nine months ended September 30, 2025 was $ 994 .

Note 16 — Commitments and Contingencies

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 nine months ended September 30, 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.

Litigation

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. As of September 30, 2025 and December 31, 2024, the Company did not have any reasonably possible or probable losses from such claims.

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 Business Combination. The Company was subsequently voluntarily dismissed from the case in July 2024, before it was required to respond to the Complaint. The Complaint asserts claims for (i) breach of fiduciary duty against the Director Defendants; 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 the Director Defendants have not yet been required to respond to the Complaint. The Company and the Director 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 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 .

FPA litigation

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 at such date, prior to the Reverse Stock Split) 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, prior to 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

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 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. On August 12, 2025, the Court denied in part and granted in part Vellar’s motion to dismiss. The Company intends to vigorously pursue its claim against Vellar.

On October 23, 2024, Vellar filed suit against the Company, 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. On August 12, 2025, the Court denied the motion. On April 11, 2025, Vellar filed a motion to amend the complaint and a motion to consolidate the two related actions between LanzaTech and Vellar. Both motions were granted. Vellar filed the 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. The Company intends to vigorously defend itself against the claims.

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.

The Company disputes the allegations in the complaint and intends to defend itself against the claims asserted therein.

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.

As of November 19, 2025, the Company did not have sufficient information to predict the outcome of the lawsuits.

LANZATECH GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 17 — Subsequent Events

On October 16, 2025, the Company, LanzaJet, Inc. (“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, 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, provided that, if the demonstration facility has not achieved a certain development milestone by each such date, LanzaJet will instead issue the applicable additional tranche of LanzaJet shares promptly following the achievement of such development milestone. Additionally, if LanzaJet undertakes a sale or initial public offering prior to the issuance of the second and third tranches of LanzaJet shares to the Company, and the Company does not hold at least fifty percent ( 50 %) of LanzaJet’s outstanding common stock immediately prior to the completion of such sale or initial public offering, LanzaJet will issue LanzaJet shares to the Company for no additional payment such that the Company will hold at least fifty percent ( 50 %) of LanzaJet’s outstanding common stock immediately prior to the completion of such sale or initial public offering.

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.

The Second A&R LanzaJet Stockholders’ Agreement makes conforming changes to reflect the Second A&R LanzaJet Investment Agreement and effects other changes agreed to by the LanzaJet Investment Parties.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our unaudited interim consolidated financial statements and accompanying footnotes thereto included in Part I, “Item 1-Financial Results and Supplementary Data” of this Quarterly Report, and our audited consolidated financial statements and related notes included in the Company’s 2024 Annual Report. In this section, unless otherwise indicated or the context otherwise requires, references in this section to “LanzaTech,” the “Company,” “we,” “us,” “our” and other similar terms refer to LanzaTech Global, Inc. and its consolidated subsidiaries. References to “AMCI” refer to AMCI Acquisition Corp. II prior to the Business Combination. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include without limitation those discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and those identified in Part I, “Item 1A-Risk Factors” of the Company’s 2024 Annual Report and Part II, “Item 1A.-Risk Factors” of the Company’s Quarterly Report for the fiscal quarters ended March 31, 2025 and June 30, 2025.

Overview

We are a nature-based carbon refining company that develops technology to transform waste carbon into the chemical building blocks for consumer goods such as sustainable fuels, fabrics, and packaging that people use in their daily lives. Our customers leverage our proven proprietary gas fermentation technology platform to convert certain feedstocks, including waste carbon gases, into sustainable fuels and chemicals such as ethanol. Today, we are focused on taking advantage of the many uses of ethanol while capitalizing on the growing preference among major companies for renewable products and environmentally-conscious manufacturing processes. We have also developed the capabilities to produce single cell protein as a primary product from our gas fermentation platform.

LanzaTech employs a licensing business model whereby our customers build, own and operate facilities that use our technology, and in return, we are paid a royalty fee based on the revenue generated from the use of our technology. We are augmenting our technology licensing business model to incorporate incremental ownership and operatorship in the biorefining value chain, enabling greater control over development, financing, and product access. We began operations in 2005. In 2018, through our joint venture with Shougang LanzaTech (also referred as “SGLT” herein), we established the world’s first commercial waste gas-to-ethanol plant in China, followed by three more plants between 2021 and 2023. With additional partnerships, we established two more commercial plants, one in India, and one in Belgium, respectively, and we currently have other plants in various states of development in various countries around the world. We also perform research and development (“R&D”) services related to novel technologies and development of biocatalysts for commercial applications, mainly to produce fuels and chemicals. In June 2024, the Company and LanzaJet launched CirculAir™, a new joint offering and end-to-end solution utilizing LanzaTech’s gas fermentation technology in conjunction with LanzaJet’s Alcohol-to-Jet (“ATJ”) platform to produce sustainable aviation fuel and renewable diesel from a wide range of waste feedstocks.

We have not achieved operating profitability since our formation. Our net losses after tax were $48.9 million and $110.7 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 we had an accumulated deficit of $1,018.5 million compared to an accumulated deficit of $969.6 million as of December 31, 2024. We anticipate that we will continue to incur losses until we sufficiently commercialize our technology.

Recent Developments

As previously announced, LanzaTech is focused on shifting its core operations from research and development to globally deploying the Company’s proven technology. We are streamlining our priorities to sharpen our business focus and improve our cost structure and evaluating other liquidity enhancing initiatives, including pursuing capital raising, partnership or asset-related opportunities, and other strategic options.

On May 7, 2025 (the “PIPE Closing Date”), the Company and LanzaTech Global SPV, LLC, an entity controlled by a large existing investor (the “PIPE Purchaser”), entered into a Series A Convertible Senior Preferred Stock Purchase Agreement (as amended by Amendment No. 1 to the Series A Convertible Senior Preferred Stock

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 “PIPE Purchase Agreement”) pursuant to which the Company agreed to issue and sell 20,000,000 shares of its preferred stock designated as “Series A Convertible Senior Preferred Stock”, par value of $0.0001 per share (“Series A Preferred Stock”), to the PIPE Purchaser for an aggregate purchase price of $40.0 million (the “Series A Preferred Stock Issuance”), subject to certain closing conditions described therein. The Series A Preferred Stock Issuance was consummated on the PIPE Closing Date. In connection with the Series A Preferred Stock Issuance, the Company’s $40.2 million aggregate principal amount of a Convertible Note (the “Convertible Note”), plus accrued and unpaid interest thereon, was converted 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.

Pursuant to the PIPE Purchase Agreement, the Company also agreed to issue to the PIPE Purchaser immediately prior to the consummation, if any, of a Financing (as defined below) (such time, the “Issuance Time”), if and only if the Issuance Time occurs on or prior to May 7, 2026, a warrant (the “PIPE Warrant”) to purchase an aggregate of 7,800,000 shares (“PIPE Warrant Shares”) of common stock at an exercise price equal to $0.0000001 per PIPE Warrant Share (subject to adjustments in certain events) and the other terms to be set forth in the PIPE Warrant. Pursuant to the PIPE Purchase Agreement, the parties agreed that the PIPE Warrant would only be exercised upon consummation of a Subsequent Financing (as defined below) or, with the PIPE Purchaser’s consent, a financing that does not constitute a Subsequent Financing (an “Other Financing”) (collectively, the “Conditions to Exercise”); provided , however , that if the Conditions to Exercise are satisfied, the PIPE Warrant will be deemed automatically exercised on a cashless, net-exercise basis at such time (the time immediately following such automatic exercise, the “Expiration Time”). The PIPE Warrant will terminate at the earlier of (i) the Expiration Time and (ii) May 7, 2026.

The Company also agreed to use its reasonable best efforts to consummate a bona fide financing pursuant to which the Company sells common stock to one or more accredited investors reasonably satisfactory to the Majority Holders, at a price per share of $0.0005 (after giving effect to the Reverse Stock Split but subject to further adjustment in certain events), payable in cash, with an aggregate original issue price of not less than $35.0 million and not more than $60.0 million, on terms and conditions reasonably satisfactory to the Majority Holders (the “Subsequent Financing”). The PIPE Purchase Agreement provides that the Subsequent Financing must be consummated, if at all, no later than October 15, 2025. In addition, with the Majority Holders’ consent and in lieu of the Subsequent Financing, the Company may consummate any other financing that does not constitute a Subsequent Financing (an “Other Financing” and any such Other Financing or a Subsequent Financing, a “Financing”).

The Company is actively pursuing an Other Financing. The Company has not consummated a Subsequent Financing and does not currently have any committed capital. Therefore, the Company can provide no assurance that it will secure an Other Financing in a timely manner, on favorable terms or at all.

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.

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.

Strategic Outlook

During the nine months ended September 30, 2025, LanzaTech initiated a series of strategic actions designed to streamline commercialization across its operational structure, enhance capital efficiency, and accelerate deployment of its platform technology. These efforts reflect a shift from one-off project execution to a portfolio-driven model, which is designed to be aligned with long-term revenue generation.

As part of this transition, LanzaTech introduced a cohort-based operating model to guide the phased deployment of commercial projects. Under this structure, projects are grouped into cohorts based on their stage of maturity, financing readiness, and offtake progress. Under this model, each cohort will progress through a structured pathway—from early-stage services and engineering to equipment deployment, licensing, and ultimately recurring revenue from product sales and potential carbon credits.

This model is designed to:

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

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

• Build revenue visibility as each cohort advances into operations.

We currently have 4 projects in our first cohort, the lead project of which is nearing completion of offtake negotiations, which we expect will unlock financing capital and serve as a blueprint for future deployments. Subsequent projects in this cohort are advancing through development pipelines with staged progression aligned to regulatory approvals, customer readiness, and financing, with the earliest targeted to be in first half of 2027.

However, we also note that a portion of our near-term revenue is linked to projects supported directly or indirectly by U.S. government programs, including those administered by the Department of Energy (DOE). In the event of a prolonged federal government shutdown, we may experience delays in critical DOE-dependent project milestones. This could include:

• Postponed approval of grants or cooperative agreements; and

• Financing bottlenecks for cost-share projects reliant on DOE commitments.

Such delays could shift expected revenue recognition from project services, equipment sales, or offtake-linked products, particularly for projects in earlier cohorts where DOE involvement plays a key role.

We continue to actively manage this risk by seeking to diversify our project funding sources, engage private capital partners, and sequence project cohorts to mitigate dependency. Nonetheless, these efforts may not be successful, and prolonged government funding disruptions could negatively impact the timing of certain revenue streams and increase working capital pressure in the near term.

Looking ahead, LanzaTech remains focused on scaling its commercialization model across successive cohorts. However, obtaining financing, including an Other Financing, remains essential to our efforts.

Basis of Presentation

LanzaTech’s consolidated financial statements were prepared in accordance with U.S. GAAP. See Note 2 - Summary of Significant Accounting Policies of our consolidated financial statements for a full description of our basis of presentation.

Key Financial Metrics

In addition to the measures presented in our consolidated financial statements, we review the following key business metrics to measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions that will impact the future operational results of LanzaTech. Increases or decreases in our key business metrics may not correspond with increases or decreases in our revenue.

Key elements of the Company’s performance for the three months ended September 30, 2025 and 2024 are summarized in the tables below:


	Three Months Ended September 30,
(In thousands, except for percentages)	2025		2024		Variance		% Change
GAAP Measures:
Revenue	$	9,279	$	9,943	$	(664)	(7)	%
Net income (loss)	2,861		(57,431)		60,292		105	%
Key Performance Indicators:
One-Time Revenue (1)	8,106		8,414		(308)		(4)	%
Recurring Revenue (2)	1,173		1,529		(356)		(23)	%
Total Revenue	$	9,279	$	9,943	$	(664)	(7)	%
Cost of Revenues (ex. Depreciation) (3)	6,916		8,141		(1,225)		(15)	%
Selling, general & administrative expense	6,740		11,452		(4,712)		(41)	%
Adjusted EBITDA (4)	$	(13,504)	$	(27,081)	$	13,577	50	%

__________________

(1) One-time revenue includes all other revenue other than licensing and sales of microbes and media.

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

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

(4) Adjusted EBITDA, a non-GAAP financial measure, is calculated as net loss, excluding the impact of depreciation, interest income, net, stock-based compensation expense, change in fair value of warrant liabilities, loss on the Brookfield SAFE extinguishment, change in fair value of the Brookfield SAFE and the Brookfield Loan liabilities, change in fair value of the FPA Put Option liability and Fixed Maturity Consideration (net of interest accretion reversal), change in fair value of the Convertible Note, change in fair value of the PIPE Warrant and loss from equity method investees, net. Adjusted EBITDA is a supplemental measure that is not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Adjusted EBITDA does not represent, and should not be considered, an alternative to net income (loss), as determined in accordance with GAAP. See “Non-GAAP Financial Measures” for additional information and reconciliation of Adjusted EBITDA to net loss, its most directly comparable GAAP measure.

Key elements of the Company’s performance for the nine months ended September 30, 2025 and 2024 are summarized in the tables below:


	Nine Months Ended September 30,
(In thousands, except for percentages)	2025		2024		Variance		% Change
GAAP Measures:
Revenue	$	27,846	$	37,562	$	(9,716)	(26)	%
Net income (loss)	(48,867)		(110,738)		61,871		56	%
Key Performance Indicators:
One-Time Revenue (1)	24,193		26,931		(2,738)		(10)	%
Recurring Revenue (2)	3,653		10,631		(6,978)		(66)	%
Total Revenue	27,846		37,562		(9,716)		(26)	%
Cost of Revenues (ex. Depreciation) (3)	20,659		20,402		257		1	%
Selling, general & administrative expense	41,594		34,236		7,358		21	%
Adjusted EBITDA (4)	$	(73,707)	$	(66,981)	$	(6,726)	(10)	%

__________________

(1) One-time revenue includes all other revenue other than licensing and sales of microbes and media

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

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

(4) Adjusted EBITDA, a non-GAAP financial measure, is calculated as net loss, excluding the impact of depreciation, interest income, net, stock-based compensation expense, change in fair value of warrant liabilities, loss on the Brookfield SAFE extinguishment, change in fair value of the Brookfield SAFE and the Brookfield Loan liabilities, change in fair value of the FPA Put Option liability and Fixed Maturity Consideration (net of interest accretion reversal), change in fair value of the Convertible Note, change in fair value of the PIPE Warrant and loss from equity method investees, net. Adjusted EBITDA is a supplemental measure that is not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Adjusted EBITDA does not represent, and should not be considered, an alternative to net income (loss), as determined in accordance with GAAP. See “ Non-GAAP Financial Measures ” for additional information and reconciliation of Adjusted EBITDA to net loss, its most directly comparable GAAP measure.

Results of Operations — Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

The results of operations presented below should be reviewed in conjunction with our consolidated financial statements and notes. The following table sets forth our consolidated results of operations for the periods indicated:


	Three Months Ended September 30,
	2025		2024		Variance		% Change
(In thousands, except for per share amounts)
Total revenue	$	9,279	$	9,943	$	(664)	(7)	%
Cost of revenue (1)	6,916		8,141		(1,225)		(15)	%


Operating expenses:
Research and development	10,255		22,006		(11,751)		(53)	%
Depreciation expense	1,025		1,301		(276)		(21)	%
Selling, general and administrative expense	6,740		11,452		(4,712)		(41)	%
Total operating expenses	18,020		34,759		(16,739)		(48)	%
Loss from operations	(15,657)		(32,957)		17,300		52	%
Other income (expense):
Interest income, net	311		791		(480)		(61)	%


Other income (expense), net	18,359		(19,730)		38,089		193	%
Total other income (expense), net	18,670		(18,939)		37,609		199	%


Loss from equity method investees, net	(152)		(5,535)		5,383		97	%
Net income (loss)	$	2,861	$	(57,431)	$	60,292	105	%
Other comprehensive loss:

Foreign currency translation adjustments	(162)		(48)		(114)		(238)	%
Comprehensive income (loss)	$	2,699	$	(57,479)	$	60,178	105	%

( 1) exclusive of depreciation

Revenue

Total revenue decreased $0.7 million, or 7%, in the three months ended September 30, 2025, compared to the same period in 2024. The decline was primarily driven by a $0.9 million reduction in revenue from Joint Development Agreements (“JDA”), reflecting the completion of projects with existing customers and the absence of new contracts as a result of workforce reductions. In addition, licensing, engineering and other services revenue decreased by $0.8 million, primarily due to the completion of projects with existing customers and governmental entities of $4.3 million, partially offset by $3.5 million increase in revenue from new customers. These decreases were partially offset by a $0.8 million increase in CarbonSmart product sales, and a $0.3 million increase in contract research revenue.

Cost of Revenue

Cost of revenue decreased $1.2 million, or 15%, in the three months ended September 30, 2025, compared to the same period in 2024. The decrease was primarily driven by a $1.2 million reduction in engineering and other service costs associated with the completion of projects for existing customers and government entities. Additionally, cost of revenue related to contract research decreased by $0.5 million, and costs for joint development arrangements declined by $0.4 million. These reductions were partially offset by a $0.9 million increase in the cost of revenue for CarbonSmart products, consistent with the higher sales volume in that product line.

Research and Development

R&D expense decreased $11.8 million, or 53%, in the three months ended September 30, 2025, compared to the same period in 2024. The decrease was primarily driven by a $6.1 million decrease in external R&D services related to project development costs that are not eligible for capitalization. Additionally, personnel and contractor expenses related to R&D projects decreased by $3.0 million, reflecting headcount reductions implemented during the third quarter of 2025 as part of the Company’s broader cost optimization initiatives. Consumables and facilities-related expenses also declined by $2.6 million, consistent with the overall reduction in project activity levels.

Selling, General and Administrative Expense

SG&A expense decreased $4.7 million, or 41%, in the three months ended September 30, 2025, compared to the same period in 2024. The decrease was primarily attributable to a $3.7 million reduction in personnel and contractor costs, driven by headcount reductions and lower variable compensation, and a $1.3 million decrease in external professional and R&D-related service costs. These reductions were partially offset by a $0.3 million increase in facilities-related expenses.

Interest income, net

Interest income, net decreased $0.5 million in the three months ended September 30, 2025, compared to the same period in 2024. The decrease was primarily attributable to lower interest earned on smaller cash balances held in savings, money market, and investment accounts.

Other Income, Net

Other income, net increased $38.1 million in the three months ended September 30, 2025, compared to the same period in 2024. The increase was primarily driven by a $21.6 million change in the fair value of the Convertible Note issued in August 2024 and subsequently converted into common stock in May 2025. In addition, the PIPE Warrant liability decreased in fair value by $12.2 million, and the Brookfield Loan liability decreased in fair value by $6.1 million, partially offset by a $0.3 million change in fair value of the warrants. See Note 5 — Other Income (Expense), Net /Fair Value Change Impact on Net Income in our unaudited consolidated financial statements for further information. The remaining difference is due to foreign currency translation adjustments resulting from changes in exchange rates.

Results of Operations — Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

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


	Nine Months Ended September 30,
	2025		2024		Variance		% Change
(In thousands, except for per share amounts)
Total revenue	$	27,846	$	37,562	$	(9,716)	(25.9)	%
Cost of revenues	20,659		20,402		257		1.3	%
Operating expenses:
Research and development	41,684		60,548		(18,864)		(31.2)	%
Depreciation expense	2,860		4,289		(1,429)		(33.3)	%
Selling, general and administrative expense	41,594		34,236		7,358		21.5	%
Total operating expenses	$	86,138	$	99,073	$	(12,935)	(13.1)	%
Loss from operations	(78,951)		(81,913)		2,962		3.6	%
Other income (expense):
Interest income, net	941		2,452		(1,511)		(61.6)	%


Other income (expense), net	39,162		(23,342)		62,504		267.8	%
Total other income (expense), net	40,103		(20,890)		60,993		292.0	%
Loss before income taxes	(38,848)		(102,803)		63,955		62.2	%

Loss from equity method investees, net	(10,019)		(7,935)		(2,084)		(26.3)	%
Net loss	$	(48,867)	$	(110,738)	$	61,871	55.9	%
Other comprehensive loss:
Changes in credit risk of fair value instruments	1,091		—		1,091		—	%
Foreign currency translation adjustments	(916)		(198)		(718)		(362.6)	%
Comprehensive loss	$	(48,692)	$	(110,936)	$	62,244	56.1	%

(1) exclusive of depreciation

Revenue

Total revenue decreased $9.7 million, or 25.9%, in the nine months ended September 30, 2025, compared to the same period in the prior year. The decrease was primarily driven by a $7.1 million reduction in licensing revenue recognized in the prior year related to LanzaJet sublicensing activity, which did not recur in the current period. In addition, engineering and other services revenue declined by $6.7 million, primarily due to the completion of projects with existing customers and governmental entities of $12.0 million partially offset by a $6.1 million increase in revenue from new customers. JDA revenue decreased by $2.7 million, reflecting project completions and the absence of new contracts following workforce reductions. Contract research revenue declined by $0.2 million, partially offset by a $7.0 million increase in CarbonSmart product sales, driven by expanded commercialization and higher customer adoption.

Cost of Revenues

Cost of revenues increased $0.3 million, or 1.3%, in the nine months ended September 30, 2025, compared to the same period in the prior year. The increase was primarily driven by a $7.2 million increase in costs associated

with CarbonSmart product sales, consistent with higher production and sales volumes during the period. This increase was partially offset by a $4.7 million reduction in engineering and other service costs, a $1.3 million decrease in costs related to JDAs, and a $0.9 million decrease in costs associated with other contract research activities. The change in cost composition reflects the company’s evolving business model, with a greater share of costs now attributable to product manufacturing and commercialization rather than service-based project activity.

Research and Development

R&D expense decreased $18.9 million, or 31.2%, in the nine months ended September 30, 2025, compared to the same period in the prior year. The decrease was primarily driven by an $8.8 million reduction in external R&D services expenses related to project development costs that were not eligible for capitalization in the current period. In addition, facilities and consumables expenses decreased by $6.4 million, and personnel and contractor expenses declined by $3.3 million, reflecting the impact of headcount reductions implemented during the quarter as part of the Company’s cost optimization and organizational streamlining initiatives. These reductions align with management’s ongoing focus on prioritizing core R&D programs and improving operating efficiency.

Selling, general and administrative expense

SG&A expense increased $7.4 million, or 21.5%, in the nine months ended September 30, 2025, compared to the same period in the prior year. The increase was primarily attributable to a $13.5 million increase in professional fees associated with the Company’s restructuring efforts and initiatives to realign business priorities, as well as a $2.2 million increase in facilities-related expenses. These increases were partially offset by an $8.4 million reduction in personnel and contractor expenses, driven by headcount reductions during the third quarter of 2025.

Interest income, net

Interest income, net decreased $1.5 million in the nine months ended September 30, 2025 compared to the same period in the prior year. This was primarily attributable to interest earned on lower cash balances held in savings and money market accounts.

Other Income, net

Other income, net increased $62.5 million in the nine months ended September 30, 2025 compared to the same period in the prior year. The increase was primarily driven by a $65.3 million change in the fair value of the Convertible Note issued in August 2024 and converted into common stock in May 2025. Additionally, other favorable fair value adjustments included a $23.2 million decrease related to the Forward Purchase Agreement with ACM, which was settled in October 2024, and an $5.7 million gain from a decrease in the fair value of PIPE Warrant. These decreases were offset by the change in fair value of Brookfield Loan of $25.8 million during the nine months ended September 30, 2025, extinguishment of Brookfield SAFE with change period over period of $4.6 million in February 2025 and a $1.2 million loss from increase in the fair value of the warrants. See Note 5 — Other Income (Expense), Net /Fair Value Change Impact on Net Income in our unaudited consolidated financial statements for further information.

Liquidity and Capital Resources

Cash and Cash Equivalents

Cash and cash equivalents comprise cash on hand, demand deposits at banks, and other short-term, highly liquid investments with original maturity of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

The following table shows the balances of our cash, cash equivalents and restricted cash as of September 30, 2025 and December 31, 2024:


	September 30,		December 31,
(In thousands, except for percentages)	2025		2024	Variance		% Change
Total cash, cash equivalents, and restricted cash	$	23,502	45,737	$	(22,235)	(48.6)	%

As of September 30, 2025, compared to December 31, 2024, LanzaTech’s cash, cash equivalents, and restricted cash decreased by $22.2 million , or 48.6% , primarily due to funding the net loss adjusted for non-cash charges (see cash flow section below) and partial repayment on the Brookfield Loan.

Management continues to evaluate opportunities to preserve liquidity and align expenditures with near-term revenue priorities. The Company’s expense optimization initiatives, coupled with its project prioritization framework, are intended to improve cash efficiency and extend its operating runway. However, as discussed above and below under “—Going Concern”, obtaining additional financing is essential.

Debt Security Investments

Debt security investments comprise mainly held-to-maturity U.S. Treasury and high quality corporate securities that the Company has both the ability and intent to hold to maturity. These securities all mature within one year and will provide additional liquidity upon maturity. As of September 30, 2025, held-to-maturity security investments all matured, compared to $12.4 million as of December 31, 2024.

Sources and Uses of Capital

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

As of September 30, 2025, our capital structure consisted of equity (comprising issued capital, and accumulated deficit), and the Brookfield Loan. We are not subject to any externally imposed capital requirements. As of September 30, 2025, our outstanding debt comprised the Brookfield Loan, the FPA Put Option liability and the Fixed Maturity Consideration, which are all classified as liabilities for accounting purposes, on our consolidated balance sheets as of September 30, 2025. For a description of these investments see Note 2 - Summary of Significant Accounting Policies, Note 7 – Brookfield Investments and Note 9 – Forward Purchase Agreement in our unaudited consolidated financial statements for further information.

In the normal course of our business, we also enter into purchase commitments or other transactions in which we make representations and warranties that relate to the performance of our goods and services. We do not expect material losses related to these transactions.

Going Concern

We have recurring net losses and anticipate continuing to incur losses. We had cash and cash equivalents of $19.6 million and an accumulated deficit of $(1,018.5) million as of September 30, 2025, along with cash outflows from operations of $(58.7) million and net loss of $(48.9) million for the nine months ended September 30, 2025.

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

On the PIPE Closing Date, the Company and the PIPE Purchaser, entered into the PIPE Purchase Agreement pursuant to which the Company agreed to issue and sell 20,000,000 shares of Series A Preferred Stock to the PIPE Purchaser for an aggregate purchase price of $40.0 million (the “Series A Preferred Stock Issuance”), subject to certain closing conditions described therein. The Series A Preferred Stock Issuance was consummated on the PIPE Closing Date. In connection with the Series A Preferred Stock Issuance, the Company’s $40.2 million aggregate principal amount of Convertible Note, plus accrued and unpaid interest thereon, was converted 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. Pursuant to the PIPE Purchase Agreement, the Company also agreed to issue to the PIPE Purchaser immediately prior to the consummation, if any, of a Financing (such time, the “Issuance Time”), if and only if the Issuance Time occurs on or prior to May 7, 2026, the PIPE Warrant to purchase an aggregate of 7,800,000 shares of common stock at an exercise price equal to $0.0000001 per PIPE Warrant Share (subject to adjustments in certain events) and the other terms to be set forth in the PIPE Warrant. Pursuant to the PIPE Purchase Agreement, the parties agreed that the PIPE Warrant would only be exercised upon consummation of a Subsequent Financing or, with the PIPE Purchaser’s consent, an Other Financing. If the Conditions to Exercise are satisfied, the PIPE Warrant will be deemed automatically exercised, concurrently with the consummation of such Financing, on a cashless, net-exercise basis (the time immediately following such automatic exercise, the “Expiration Time”). The Warrant will terminate at the earlier of (i) the Expiration Time and (ii) May 7, 2026.

The Company also agreed to use its reasonable best efforts to consummate a Subsequent Financing. The PIPE Purchase Agreement provides that the Subsequent Financing must be consummated, if at all, no later than October 15, 2025. In addition, with the Majority Holders’ consent and in lieu of the Subsequent Financing, the Company may consummate an Other Financing. The Company has not consummated a Subsequent Financing and can provide no assurance that it will be able to secure an Other Financing in a timely manner, on favorable terms or at all.

We are actively pursuing the above actions. However, because the Company does not currently have any committed capital and obtaining receipt of the Other Financing described above is subject to investor interest and market and other conditions not within the Company’s control, management has concluded that these plans do not alleviate substantial doubt about our ability to continue as a going concern.

The unaudited consolidated financial statements for the quarter ended September 30, 2025 included in this Quarterly Report do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Cash Flows

The following table provides a summary of our cash flows for the nine months ended September 30, 2025 and 2024:


	Nine Months Ended September 30,
(in thousands)	2025		2024
Net cash used in operating activities	$	(58,692)	$	(69,384)
Net cash provided by investing activities	11,361		14,130
Net cash provided by financing activities	25,619		40,224
Effects of currency translation on cash, cash equivalents and restricted cash	(523)		(287)
Net decrease in cash, cash equivalents and restricted cash	$	(22,235)	$	(15,317)

Cash Flows Used in Operating Activities

Net cash used in operating activities decreased $10.7 million, or 15.4%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was primarily attributable to the larger adjustments to the net loss related to non-cash losses on financial instruments and equity method investment during the nine months ended September 30, 2025 compared to the prior year period and to changes in working capital items such as accounts payable, accrued liabilities and other current assets.

Cash Flows Provided by Investing Activities

Net cash provided by investing activities was $11.4 million for the nine months ended September 30, 2025, compared to $14.1 million of net cash provided by investing activities for the nine months ended September 30, 2024. The decrease of $2.7 million was primarily due to lower proceeds from the maturities of debt securities, partially offset by a modest reduction in capital expenditure. The prior year period included significant purchases of debt securities, which did not recur in the current period, contributing to the year-over-year change in net investing cash flows.

Cash Flows from Financing Activities

Net cash from financing activities was $25.6 million for the nine months ended September 30, 2025, compared to net cash provided by financing activities of $40.2 million for the nine months ended September 30, 2024. The change was driven by issuance of $40.0 million of Series A Preferred Stock with a corresponding $12.5 million partial repayment of the Brookfield Loan.

Critical Accounting Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements that have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. We consider an accounting estimate to be critical to the consolidated financial statements if the estimate is complex in nature or requires a high degree of judgment and actual results may differ from these estimates with any such differences being potentially material. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis.

There have been no significant changes in our critical accounting estimates during the three and nine months ended September 30, 2025, from those disclosed in the Company’s 2024 Annual Report, except for the measurement of the Brookfield Loan liability and Series A Convertible Senior Preferred Stock and PIPE Warrant.

Brookfield Loan

The Brookfield Loan is a legal form debt and the Company has elected to apply FVO with the Brookfield Loan classified as a mark-to-market liability. The fair value of the Brookfield Loan was determined using a scenario-weighted discounted cash flow model on the adjusted remaining portion of the Brookfield Loan.

The discounted cash flow model is based on our best estimate of amounts and timing of future cash flows related to the Brookfield Loan. Our estimates require judgmental assumptions about (i) the percentage of qualifying projects presented to and funded by Brookfield within the term of the Brookfield Loan, (ii) the weight on each scenarios related to certain business and strategic plans, and (iii) the discount rate. The sensitivity of the fair value calculation to these method, assumptions, and estimates included could create materially different results under different conditions or using different assumptions.

Series A Convertible Senior Preferred Stock – Mezzanine Equity

On May 7, 2025, the Company issued Series A Convertible Senior Preferred Stock pursuant to the PIPE Purchase Agreement. Due to contractual provisions that could require redemption upon the occurrence of certain events—such as a deemed liquidation event (e.g., change of control)—that are not solely within the Company’s control, management determined that classification as mezzanine equity (temporary equity) outside of permanent equity was appropriate. This classification is in accordance with applicable SEC guidance and ASC 480.

The determination of classification requires significant judgment in evaluating the contractual terms of the instrument, including the likelihood and timing of potential redemption events. Management’s assessment involves consideration of all relevant facts and circumstances at issuance and on an ongoing basis. These judgments directly affect the Company’s presentation of equity and liquidity metrics and could materially impact future results if redemption becomes probable or if the instrument is subsequently reclassified.

PIPE Warrant – Fair Value Measurement

Effective August 18, 2025, following the Authorized Share Increase and the Proportionate Authorized Share Decrease in connection with the Reverse Stock Split, the Company obtained sufficient authorized but unissued shares to be able to settle the PIPE Warrant in shares when it is due. As a result, and in accordance with ASC 815-40, the PIPE Warrant no longer met the criteria for liability classification. The PIPE Warrant was therefore remeasured to fair value immediately prior to reclassification and subsequently reclassified from a current liability to Additional Paid-in Capital within stockholders’ equity. Changes in the fair value of the PIPE Warrant were recognized in other income (expense), net within the Company’s consolidated statements of operations and comprehensive loss.

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

The valuation of the PIPE Warrant involves the use of significant unobservable inputs and management judgment. As of September 30, 2025, the fair value was determined based on the Company’s common stock price, adjusted for the probability of warrant issuance and exercisability, as well as applicable discounts reflecting liquidity, dilution, and other financing-related risks. Because these assumptions are highly sensitive to changes in market conditions, the fair value of the PIPE Warrant may fluctuate materially from period to period.

Non-GAAP Financial Measures

To supplement our financial statements presented in accordance with GAAP and to provide investors with additional information regarding our financial results, we have presented Adjusted EBITDA, a non-GAAP financial measure. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies.

We define Adjusted EBITDA as our net loss, excluding the impact of depreciation, interest income, net, stock-based compensation expense, change in fair value of warrant liabilities, loss on the Brookfield SAFE extinguishment, change in fair value of the Brookfield SAFE and the Brookfield Loan liabilities (net of interest accretion reversal), change in fair value of the FPA Put Option liability and Fixed Maturity Consideration, change in fair value of the Convertible Note, change in fair value of the PIPE Warrant and loss from equity method investees, net. We monitor and have presented in this Quarterly Report Adjusted EBITDA because it is a key measure used by our management and the Board to understand and evaluate our operating performance, to establish budgets, and to develop operational goals for managing our business. We believe Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of certain expenses that we include in net loss. Accordingly, we believe Adjusted EBITDA provides useful information to investors, analysts, and others in understanding and evaluating our operating results and enhancing the overall understanding of our past performance and future prospects.

Adjusted EBITDA is not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net loss, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. For example, Adjusted EBITDA: (i) excludes stock-based compensation expense because it is a significant non-cash expense that is not directly related to our operating performance; (ii) excludes depreciation expense and, although this is a non-cash expense, the assets being depreciated and amortized may have to be replaced in the future; (iii) excludes gain or losses on equity method investee; and (iv) excludes certain income or expense items that do not provide a comparable measure of our business performance. In addition, the expenses and other items that we exclude in our calculations of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from Adjusted EBITDA when they report their operating results. In addition, other companies may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.

The following table reconciles Adjusted EBITDA to net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP:

Reconciliation of Net Loss to Adjusted EBITDA


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2025		2024		2025		2024
Net income (loss)	$	2,861	$	(57,431)	$	(48,867)	$	(110,738)
Depreciation	1,025		1,301		2,860		4,289
Interest income, net	(311)		(791)		(941)		(2,452)
Stock-based compensation expense and change in fair value of Brookfield SAFE and warrant liabilities (1)	1,104		3,221		2,476		(10,870)
Loss on Brookfield SAFE extinguishment	—		—		6,216		—
Change in fair value of the FPA Put Option and Fixed Maturity Consideration liabilities (net of interest accretion reversal)	—		(488)		—		23,283
Change in fair value of Convertible Note	—		21,572		(42,980)		21,572
Change in fair value of PIPE Warrant	(12,200)		—		(8,800)		—
Change in fair value of the Brookfield Loan	(7,135)		—		5,310		—
Change in fair value of the Amended Brookfield Loan	1,000		—		1,000		—
Loss from equity method investees, net	152		5,535		10,019		7,935

Adjusted EBITDA	$	(13,504)	$	(27,081)	$	(73,707)	$	(66,981)

__________________

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a–15(e) and 15d-15(e) under the Exchange Act, as of September 30, 2025 (the “Evaluation Date”).

Based on that evaluation, the CEO and CFO concluded that the material weaknesses in our internal control over financial reporting related to: (i) the accounting for complex transactions and estimates requiring significant judgment and (ii) revenue recognition, which were previously identified in Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2023, were still present as of Evaluation Date.

The Company also identified control deficiencies related to the impact of headcount reductions and turnover in certain senior and control-related roles during 2025, including during the quarter ended September 30, 2025. These changes affected various individuals responsible for financial reporting and internal control execution and created certain resource constraints within the finance and control functions, which in turn affected the consistency and timeliness of performing certain control activities. These resource constraints limited the execution of certain review and monitoring procedures at the level required for effective internal control over financial reporting. Management views these deficiencies in the aggregate as constituting a material weakness in our internal control over financial reporting, primarily stemming from short-term capacity limitations rather than systemic control framework issues, and has implemented supplemental reviews and reallocated responsibilities to support control performance while remediation efforts continue.

The implementation of our remediation measures will require validation and testing of the design and operating effectiveness of internal controls over a sustained period. We will not consider the material weaknesses remediated until our enhanced controls are operational for a sufficient period of time and tested, enabling management to conclude that the enhanced controls are operating effectively. In addition, we cannot ensure that the measures taken by us to date, and actions that we may take in the future, will be sufficient to remediate these deficiencies in a timely manner or at all or that they will prevent or avoid potential future deficiencies.

Based on the material weaknesses, and the evaluation of our disclosure controls and procedures, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the Evaluation Date.

Notwithstanding the identified material weaknesses, our CEO and CFO have concluded that our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

Changes in Internal Control Over Financial Reporting

Except as otherwise described herein, there were no changes in our internal control over financial reporting during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

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, including as described herein. Although we cannot predict the ultimate outcome of any legal matter with certainty, we currently do not believe the outcome of any of our pending legal proceedings will have a material adverse impact on our consolidated financial position, results of operations or cash flows. For a discussion of our legal proceedings, see Note 16 - Commitments and Contingencies to our unaudited consolidated financial statements included in Part I, “Item 1. Financial Statements” of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

Item 1A. Risk Factors

Our risk factors are disclosed in Part I, Item 1A of our 2024 Annual Report. [Other than as described below, there have been no material changes from our updates to the risk factors discussed in Part I, Item 1A. Risk Factors, of our 2024 Annual Report as updated in our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025 and June 30, 2025.

An extended U.S. Government shutdown could materially adversely affect our business, results of operations, and financial condition.

A portion of our revenue is linked to projects supported directly or indirectly by U.S. government programs, including those administered by the Department of Energy (DOE). The U.S. continues to face a changing geopolitical environment, along with certain fiscal and economic challenges, and uncertainty exists regarding how future budget and program decisions will unfold. During periods of federal government shutdowns, many government agencies and contracting offices cease operations or operate at reduced capacity. These shutdowns may delay funding decisions, new contract awards, contract modifications, and may result in the suspension of ongoing work under existing contracts.

In the event of a prolonged federal government shutdown, we may experience delays in critical DOE-dependent project milestones. This could include:

• Postponed disbursement of grants or cooperative agreements;

• Slower progression through loan guarantee processes; and

• Financing bottlenecks for cost-share projects reliant on DOE commitments.

Government shutdowns can also create uncertainty in federal budgeting and procurement priorities, which could reduce future opportunities for our products. We continue to actively manage this risk by seeking to diversify our project funding sources, engage private capital partners, and sequence project cohorts to mitigate dependency. Nonetheless, these efforts may not be successful, and prolonged government funding disruptions could negatively impact the timing of certain revenue streams and increase working capital pressure in the near term.

The timing and duration of any shutdown are unpredictable, and we cannot estimate the ultimate effect on our business. Any prolonged or repeated shutdowns could have a material adverse effect on our financial condition, results of operations, and ability to execute our strategic objectives.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Securities Trading Plans of Directors and Executive Officers

During the three months ended September 30, 2025, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).

Item 6. Exhibits


Exhibit						Description
3.1**						Restated Certificate of Incorporation of LanzaTech Global, Inc., dated August 18, 2025 (incorporated by reference to Exhibit 3.1 of LanzaTech Global, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on August 19, 2025 ) .
3.2**						Amended and Restated Bylaws of LanzaTech Global, Inc. (incorporated by reference to Exhibit 3.2 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on February 13, 2023).
3.3**						Amended and Restated Certificate of Designation of Series A Convertible Senior Preferred Stock, dated June 2, 2025 (incorporated by reference to Exhibit 3.2 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on June 3, 2025).
3.4**						Certificate of Amendment to the Amended and Restated Certificate of Designation of Series A Convertible Senior Preferred Stock, dated September 22, 2025 (incorporated by reference to Exhibit 3.1 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on September 26, 2025).
10.1*#						Second Amended and Restated Investment Agreement, dated October 16, 2025, by and among LanzaTech, Inc., LanzaJet, Inc., Mitsui & Co., Ltd., Suncor Energy Inc., British Airways PLC and Shell Ventures LLC.
10.2*#						Second Amended and Restated Stockholders’ Agreement, dated October 16, 2025, by and among LanzaJet, Inc., LanzaTech, Inc., Mitsui & Co., Ltd., Suncor Energy Inc., British Airways PLC, and Shell Venture.s LLC.
10.4**						Amendment No. 2 to the Series A Convertible Senior Preferred Stock Purchase Agreement, dated September 22, 2025, between LanzaTech Global, Inc. and LanzaTech Global SPV, LLC (incorporated by reference to Exhibit 3.1 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on September 26, 2025).
10.5**						Waiver Agreement between LanzaTech Global, Inc. and LanzaTech Global SPV, LLC, dated September 26, 2025 (incorporated by reference to Exhibit 10.2 to LanzaTech Global, Inc's Current Report on Form 8-K, filed with the SEC on September 26, 2025).
10.6**						Amendment No. 1 to Loan Agreement, dated July 10, 2025, among LanzaTech, Global Inc., LanzaTech, Inc., LanzaTech NZ, Inc. and BGTF LT Aggregator LP (incorporated by reference to Exhibit 10.1 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on July 16, 2025).
10.7**						Amendment No. 1 to Framework Agreement, dated July 10, 2025, between LanzaTech, Inc. and BGTF LT Aggregator LP (incorporated by reference to Exhibit 10.2 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on July 16, 2025).
10.8*†#						Separation Agreement and General Release, dated as of August 18, 2025, by and between Aura Cuellar and LanzaTech Global, Inc.
10.9*†#						Consulting Agreement, dated as of August 18, 2025, by and between Aura Cuellar and LanzaTech Global, Inc.
31.1*						Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended .
31.2*						Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
32 *+						Certification of Principal Executive Officers and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101						The following financial information from LanzaTech Global Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) the Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Previously filed.

† Management contract or compensatory plan or arrangement.

+ Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

# Certain confidential information contained in this exhibit, marked by brackets, has been redacted in accordance with Regulation S-K Item 601(b) because the information (i) is not material and (ii) is the type of information that the registrant both customarily and actually treats as private and confidential.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Skokie, State of Illinois, on November 19, 2025.

LANZATECH GLOBAL, INC.

(Registrant)

Dated:

November 19, 2025

By:

/s/ Jennifer Holmgren, Ph.D.

Name:

Jennifer Holmgren, Ph.D.

Title:

Chief Executive Officer and Director

(Principal Executive Officer)

Dated:

November 19, 2025

By:

/s/ Sushmita Koyanagi

Name:

Sushmita Koyanagi

Title:

Chief Financial Officer
(Principal Financial & Accounting Officer)

TABLE OF CONTENTS

Item 1. Financial Statements Note 1 Description Of The Business Note 2 Summary Of Significant Accounting Policies Note 16 - Commitments and Contingencies Note 9 - Forward Purchase Agreement Note 4 - Revenues Note 3 Net Income (loss) Per Share Note 4 Revenues Note 5 Other Income (expense), Net /fair Value Change Impact on Net Income Note 6 Investments Note 14 - Related Party Transactions)Note 14 - Related Party Transactions Note 7 Brookfield Instruments Note 11 - Fair Value Measurement Note 8 Convertible Note Note 9 Forward Purchase Agreement Note 16 - Commitments and Contingencies)Note 10 Preferred Stock and Pipe Warrant Note 11 Fair Value Measurement Note 12 Income Taxes Note 13 Share-based Compensation Note 14 Related Party Transactions Note 6 - Investments Note 6 - Investments)Note 15 Reportable Segment Note 2 - Summary Of Significant Accounting Policies Note 16 Commitments and Contingencies Note 17 Subsequent Events Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Note 2 - Summary Of Significant Accounting Policies, Note 7 Brookfield Investments and Note 9 Forward Purchase Agreement Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

LNZA 10-Q Quarter ended Sept. 30, 2025

Exhibits